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
         September 30, 2002


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



                        Commission file number: 333-68213


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


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


                        One Embarcadero Center, Suite 500
                         San Francisco, California 94111
                    (Address of principal executive offices)

                                 (415) 284-2121
                (Issuer's telephone number, including area code)


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

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

           12,961,014 shares of common stock as of November 14, 2002.


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

<PAGE>

                                    a21, Inc.

                                   FORM 10-QSB

                                      INDEX



                                                                     Page Number

PART I.      FINANCIAL INFORMATION

Item 1.      Financial Statements

             Consolidated Balance Sheet as of September 30, 2002              1


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

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


             Notes to  Consolidated Financial Statements                      4

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


Item 3.      Controls and Procedures                                         12


         PART II.          OTHER INFORMATION

Item 1.       Legal Proceedings                                              12

Item 2.       Changes in Securities and Use of Proceeds                      12

Item 3.       Default Upon Senior Securities                                 13

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

Item 5.       Other Information                                              13

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


SIGNATURES                                                                   14




<PAGE>

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

                                     ASSETS
<TABLE>
<CAPTION>

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

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


COMMITMENT AND CONTINGENCIES

SHAREHOLDERS' EQUITY
      Preferred stock, $.001 par value,  100,000 shares authorized,
        no shares issued and outstanding                                                              -
      Common stock, $.001 par value,  40,000,000 shares authorized,
        12,680,364 issued and outstanding                                                                  12,680
      Additional paid-in capital                                                                        3,850,796
      Deficit accumulated during the development stage                                                 (3,757,525)
                                                                                             ---------------------
        TOTAL SHAREHOLDERS' EQUITY                                                                        105,951
                                                                                             ---------------------
                                                                                          $             1,130,276
                                                                                             =====================
</TABLE>



    The accompanying notes are an integral part of this financial statement.

                                        1
<PAGE>
                           a21, Inc. and Subsidiaries
                       ( A Development Stage Enterprise )
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>



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

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

EXPENSES:
    Research and development                      53,154            97,140         149,133           193,936       407,712
    Selling, general and administrative          546,216           548,034       1,224,221         1,194,953     3,159,765
    Depreciation and amortization                  9,616            16,358          38,770            45,157       114,606
    Interest expense, net                         18,262             8,664          49,398            16,389        75,442
                                               ----------   ---------------  --------------   ---------------  ------------

       TOTAL EXPENSES                            627,248           670,196       1,461,522         1,450,435     3,757,525

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

NET LOSS                                     $  (627,248) $       (670,196) $   (1,461,522) $     (1,450,435) $ (3,757,525)
                                               ==========   ===============  ==============   ===============  ============
NET LOSS PER SHARE, BASIC AND DILUTED        $     (0.05) $          (0.11) $        (0.15) $          (0.24) $      (0.51)
                                               ==========   ===============  ==============   ===============  ============

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING, BASIC AND DILUTED         11,764,914         6,028,667       9,898,968         6,021,096     7,374,063
                                              ==========   ===============  ==============   ===============  ============


</TABLE>




    The accompanying notes are an integral part of this financial statement.

                                       2
<PAGE>
                           a21, Inc. and Subsidiaries
                        ( A Development Stage Enterprise)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>


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

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                     <C>            <C>             <C>
    Net loss                                            $   (1,461,522)$    (1,450,435)$         (3,757,525)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
       Depreciation and amortization                            38,770          45,157              114,606
       Write off of advances to shareholder                          -         205,117              161,618
       Common stock issued for services and compensation       463,993          10,000              491,243

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

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

   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION


    NON-CASH FLOW FINANCING AND INVESTING ACTIVITIES:
         Issuance of common stock for:
               Investment in AdPad preferred stock      $      100,000 $             - $            190,000
              Repayment of convertible notes payable           365,000               -              365,000
              Payment of accrued interest on convertible notes
                   payable                                      54,047               -               54,047
              Repayment  of notes payable - shareholders       130,000               -              130,000
              Payment of accrued interest on notes payable -
                  shareholders                                  20,618               -               20,618
              Prior years account payable                       49,427               -               49,427
         Paid-in capital contributed from general release of
              accrued compensation by employee shareholders  1,446,523               -            1,446,523
         Property and equipment acquired through
              issuance of convertible notes payable                  -         168,085              168,085

</TABLE>
    The accompanying notes are an integral part of this financial statement.

                                      3

<PAGE>


                           a21, Inc. and Subsidiaries
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS
                      NINE MONTHS ENDED SEPTEMBER 30, 2002
                                   (unaudited)

1.       BASIS OF PRESENTATION

         The accompanying unaudited condensed financial statements have been
         prepared in accordance with generally accepted accounting principles
         for interim financial information, without being audited, pursuant to
         the rules and regulations of the Securities and Exchange Commission.
         Accordingly, they do not include all of the information and footnotes
         required by generally accepted accounting principles for complete
         financial statements. In the opinion of management, all adjustments
         (consisting of normal recurring accruals) considered necessary for a
         fair presentation have been included. Operation results for the nine
         months ended September 30, 2002 are not necessarily indicative of the
         result that may be expected for the year ending December 31, 2002. The
         unaudited consolidated financial statements should be read in
         conjunction with the audited financial statements and footnotes for the
         year ended December 31, 2001 included in the 8-K/A filed on September
         13, 2002.

         The accompanying consolidated financial statements have been prepared
         assuming that the Company will continue as a going concern. The Company
         has incurred net losses of approximately $1,462,000 and $1,450,000 for
         the nine months ended September 30, 2002 and 2001, respectively.
         Additionally, the Company has limited working capital and accumulated
         deficit of $3,757,525 at September 30, 2002. This condition raises
         substantial doubt about the Company's ability to continue as a going
         concern. The accompanying consolidated financial statements do not
         include any adjustments that might be necessary should the Company be
         unable to continue as a going concern.

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

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

2.       NEW PRONONOUNCEMENTS
         ----------------------

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

                                       4
<PAGE>

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

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

         3.       FINANCIAL TRANSACTIONS

         Reverse Acquisition with Saratoga Holdings, Inc.

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

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

                                       5
<PAGE>

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

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

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


         Issuance of Common Stock, Options and Warrants

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

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

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

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

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


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

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

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

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

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


                                       6
<PAGE>

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

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

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

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

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

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

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

         Release of liabilities

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

         Additional financing

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


                                       7
<PAGE>

4.       RELATED PARTY TRANSACTIONS

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

5.       SUBSEQUENT EVENTS

         Issuance of Common Stock, Options and Warrants

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

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

         Additional Financing

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

         Liens and Encumbrances

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



                                       8
<PAGE>


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

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

                                    Overview

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

Critical Accounting Policies

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

Reverse Acquisition with Saratoga Holdings, Inc.

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

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

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

                                        9
<PAGE>

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

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

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

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

Results of Operations

Three Months Ended September 30, 2002 vs. September 30, 2001

For the three months ended September 30, 2002, the Company was in the
development stage as it was last year for the three months ended September 30,
2001, while the Company built its business plan, raised capital, recruited a
management team, and reviewed potential acquisitions. Research and development
costs for this quarter were $53,154 compared to $97,140 in 2001. The Company
incurred selling, general and administrative costs of $546,216 and had an
operating loss of $627,248 this quarter compared to selling, general and
administrative costs of $548,034 and an operating loss of $670,196 during last
year's corresponding quarter. Depreciation expense for the three months ended
September 30, 2002, was $9,616 compared to $16,358 for the three months ended
September 30, 2001. The Company's operating loss decrease is attributable to a
slight decrease in research and development costs as well as selling, general
and administrative costs during the period.

Nine Months Ended September 30, 2002 vs. September 30, 2001

For the nine months ended September 30, 2002, the Company was in the development
stage as it was last year for the nine months ended September 30, 2001, while
the Company applied its business plan, raised capital, recruited a management
team, and reviewed potential acquisitions. Research and development costs for
the current nine month period were $149,133 compared to $193,936 in the nine
month period in 2001. The Company incurred selling, general and administrative
costs of $1,224,221 and had an operating loss of $1,461,522 for the current
period compared to selling, general and administrative costs of $1,194,953 and
an operating loss of $1,450,435 during last year's period. Depreciation expense
for the nine months ended September 30, 2002 was $38,770 compared to $45,157 for
the nine months ended September 30, 2001. The Company's operating loss increase
is attributable to an increase in selling, general and administrative costs due
primarily to an increase in legal and other professional fees associated with
the reverse acquisition during the second quarter of 2002 as well as continuing
operations, an increase in interest expense, and was partially offset by a
slight decrease in research and development costs during the period.


Liquidity and Capital Resources

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


                                       10
<PAGE>

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

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

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

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

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

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

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

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


                                       11
<PAGE>

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

Certain Factors That May Affect Future Results

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

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

Item 3. Controls and Procedures

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

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


                            Part II Other Information

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

Item 2. Changes in Securities

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

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

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

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

                                       12
<PAGE>

In September2002, the Company issued 251,030 shares of its common stock to
investors as payment in full of $130,000 principal amount of certain notes
payable and accrued interest of $20,618.

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


Item 3. Defaults Upon Senior Securities
None.

Item 4. Submission of Matters to a Vote of Security Holders.
None.

Item 5. Other Information
None.

Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits

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

           99.2     Certification of Albert Pleus, Chairman (Principal Financial
                    Officer),  pursuant to 18 U.S.C.  Section  1350,  as adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


(b)      Reports on Form 8-K

           The Company filed a Form 8-K/A on September 13, 2002 containing the
           financial information required by Item 7.


                                       13
<PAGE>

                                   SIGNATURES

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


                                 a21,Inc.

Date: November 18, 2002          By: /s/Haim Ariav
                                        ----------------------------
                                        Haim Ariav.
                                        President  (Principal Executive Officer)

Date: November 18, 2002          By: /s/ Albert Pleus
                                         ----------------------------
                                         Albert Pleus
                                         Chairman  (Principal Accounting and
                                         Financial Officer)

                                       14
<PAGE>

                                 CERTIFICATIONS
I, Haim Ariav, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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: November 18, 2002

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



<PAGE>

I, Albert Pleus, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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: November 18, 2002

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