<SUBMISSION>
<ACCESSION-NUMBER>0001144204-04-006705
<TYPE>8-K/A
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20040229
<ITEMS>7
<FILING-DATE>20040514
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>A21 INC
<CIK>0001074436
<ASSIGNED-SIC>6770
<IRS-NUMBER>742896910
<STATE-OF-INCORPORATION>TX
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K/A
<ACT>34
<FILE-NUMBER>333-68213
<FILM-NUMBER>04809103
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>A21, INC.
<STREET2>7660 CENTURION PARKWAY
<CITY>JACKSONVILLE
<STATE>FL
<ZIP>32256
<PHONE>9045650066
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>ONE EMBARCADERO CENTER
<STREET2>SUITE 500
<CITY>SAN FRANCISCO
<STATE>CA
<ZIP>94111
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>v03326_8ka.txt
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of

                        the Securities Exchange Act 1934

       Date of Report (Date of Earliest Event Reported): February 29, 2004

                                    a21, Inc.
               (Exact name of registrant as specified in charter)

                                      Texas
                 (State or other jurisdiction of incorporation)

           333-68213                                   74-2896910
    (Commission File Number)                (IRS Employer Identification No.)


7660 Centurion Parkway, Jacksonville, Florida                   32256
--------------------------------------------------------------------------------
  (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:  (904) 565-0066
                                                     --------------


<PAGE>

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

      As of February 29, 2004, a21, Inc. ("a21") completed the acquisition of
SuperStock, Inc. and subsidiaries ("SuperStock"), a licensor of stock images to
primarily the advertising and publishing industries. a21 filed a Current Report
on Form 8-K on March 15, 2004 in connection with the above referenced
transaction. Item 7 of that Current Report is hereby amended and restated in its
entirety as set forth below to include the financial statements and pro forma
information required by Item 7 of Form 8-K:

(a) Consolidated balance sheet of SuperStock as of May 31, 2003; statements of
operations, changes in stockholders' equity and cash flows for the two years
then ended; report of Howard & Company, CPAs, P.A. thereon dated August 1, 2003,
attached hereto as Exhibit 99.2.

The consolidated balance sheet of SuperStock, as of February 29, 2004
(unaudited); statements of operations, changes in stockholders' equity and cash
flows for the nine-month periods ended February 29, 2004 and February 28, 2003
(unaudited), attached hereto as Exhibit 99.2.

(b) Combined pro forma financial information of a21 as of and for the year ended
December 31, 2003 and SuperStock as of and for the year ended February 29, 2004
giving effect to the financing and acquisition as if they occurred on December
31, 2003 and pro forma consolidated statement of operations of a21 for the year
ended December 31, 2003 and SuperStock for the year ended February 29, 2004
giving effect to the financing and acquisition as if they occurred on January
1, 2003 (12 months of amortization for applicable items), attached hereto as
Exhibit 99.3.

(c)  Exhibits

       Exhibit No.         Description

            2.1   Amended and Restated Stock Purchase and Recapitalization
                  Agreement by and among a21, Inc. And SuperStock, Inc., and
                  Sellers dated November 10, 2003, amended February 20, 2004,
                  and amended and restated February 29, 2004 (1)

            23.1* Consent of Howard and Company, CPAs, P.A.

            23.2* Consent of Grenadier, Howard and Associates, P.A.

            99.1  Press Release, dated March 2, 2004(1)

            99.2* Consolidated balance sheet of SuperStock as of May 31, 2003;
                  statements of operations, changes in stockholders' equity and
                  cash flows for the two years then ended; report of Howard &
                  Company, CPAs, P.A. thereon dated August 1, 2003; and the
                  consolidated balance sheet of SuperStock, as of February 29,
                  2004 (unaudited); statements of operations, changes in
                  stockholders' equity and cash flows for the nine-month periods
                  ended February 29, 2004 and February 28, 2003 (unaudited).


                                       2
<PAGE>

            99.3* Combined pro forma financial information of a21 as of and for
                  the year ended December 31, 2003 and SuperStock as of and for
                  the year ended February 29, 2004 giving effect to the
                  financing and acquisition as if they occurred on December 31,
                  2003 and pro forma consolidated statement of operations of a21
                  for the year ended December 31, 2003 and SuperStock for the
                  year ended February 29, 2004 giving effect to the financing
                  and acquisition as if they occurred on January 1, 2003 (12
                  months of amortization for applicable items).

* Filed herewith.

(1) Incorporated herein by reference to Exhibit No. 2.1 to Registrant's Current
Report on Form 8-K filed on March 15, 2004.


                                       3
<PAGE>

SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                     a21, INC.

                                                     By: /s/ Haim Ariav
                                                         -----------------------
                                                         Name:  Haim Ariav
                                                         Title: President
Dated:  May 14, 2004


                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>2
<FILENAME>v03326_231.txt
<TEXT>
CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the registration statements on
Form S-8 (Registration Nos. 333-86946 and 333-96661) of our report dated August
1, 2003 on our audit of the consolidated financial statements of SuperStock,
Inc. as of May 31, 2003 and for the year then ended, included in the current
report on Form 8-K/A of a21, Inc.

HOWARD & COMPANY, CPAS, P.A.

By: /s/ John W. Howard
    ----------------------
    President

Jacksonville, Florida
May 14, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>3
<FILENAME>v03326_232.txt
<TEXT>
CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the registration statements on
Form S-8 (Registration Nos. 333-86946 and 333-96661) of our report dated August
9, 2002 on our audit of the consolidated financial statements of SuperStock,
Inc. as of May 31, 2002 and for the year then ended, included in the current
report on Form 8-K/A of a21, Inc.

GRENADIER, HOWARD & ASSOCIATES, P.A.

By: /s/ John W. Howard
    -----------------------------
    Managing Director

Jacksonville, Florida
May 14, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>v03326_992.txt
<TEXT>
                        SUPERSTOCK, INC. AND SUBSIDIARIES

                              FINANCIAL STATEMENTS

                        YEARS ENDED MAY 31, 2003 AND 2002

<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                        YEARS ENDED MAY 31, 2003 AND 2002

                                TABLE OF CONTENTS

                                                                          PAGE
                                                                           NO.
                                                                          -----
AUDITORS' REPORT........................................................... 1

FINANCIAL STATEMENTS

   Consolidated Balance Sheets............................................. 2

   Consolidated Statements of Operations and Comprehensive Loss............ 3

   Consolidated Statements of Changes in Stockholders' Equity.............. 4

   Consolidated Statements of Cash Flows................................... 5


NOTES TO FINANCIAL STATEMENTS.............................................. 6-17

<PAGE>

INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
SUPERSTOCK, INC. AND SUBSIDIARIES


We have audited the accompanying consolidated balance sheets of SuperStock, Inc.
(a Florida corporation) and Subsidiaries as of May 31, 2003, and the related
consolidated statements of operations and comprehensive loss, changes in
stockholders' equity, and cash flows for the year then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit. The consolidated financial statements of
SuperStock, Inc. and Subsidiaries for the year ended May 31, 2002, were audited
by other accountants, whose report dated August 9, 2002, did not identify any
material modifications that should be made to those financial statements in
order for them to be in conformity with U.S. generally accepted accounting
principles. We did not audit the May 31, 2003 financial statements of SuperStock
Canada, Inc., SuperStock, Ltd., SuperStock, S.L., SuperStock Italy, S.R.L.,
SuperStock, S.A.R.L., SuperStock Bildagentur GMBH and SuperStock Polska Sp.
z.o.o., subsidiaries, which statements reflect total assets of $940,590 for the
year then ended. Those statements were audited by other auditors whose reports
have been furnished to us, and our opinion insofar as it relates to the amounts
included for SuperStock Canada, Inc., SuperStock, Ltd., SuperStock S.L.,
SuperStock (HK) Ltd., SuperStock Italy, S.R.L., SuperStock, S.A.R.L., SuperStock
Bildagentur GMBH and SuperStock Polska Sp. z.o.o. subsidiaries, as of May 31,
2003, and for the year ended is based solely on the reports of the other
auditors.

We conducted our audit in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financials statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of SuperStock, Inc. and
Subsidiaries as of May 31, 2003, and the results of operations and cash flows
for the year then ended in conformity with generally accepted accounting
principles.

                             /s/   Howard & Company, CPAs, P.A
Jacksonville, Florida
August 1, 2003

<PAGE>

<TABLE>
<CAPTION>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                                                            May 31,
                                                                          --------------------------------------------
                                                                                 2003                    2002
                                                                          --------------------    --------------------
<S>                                                                              <C>                      <C>
CURRENT ASSETS
     Cash                                                                        $  1,511,751             $   657,758
     Accounts receivable, less allowance for doubtful
        accounts of $50,000 in 2003 and 2002                                        1,538,664               2,791,103
     Advances to stockholders and others                                                7,667                   5,274
     Unbilled catalog production costs                                                124,244                  41,250
     Prepaid expenses and other current assets                                        108,696                 156,958
     Deferred tax asset                                                               247,120                  31,340
     Refundable income taxes                                                           27,258                 373,588
                                                                          --------------------    --------------------
                                                                                    3,565,400               4,057,271
                                                                          --------------------    --------------------

PROPERTY, PHOTOGRAPHS AND EQUIPMENT, net                                             7,198,701               8,545,860
                                                                          --------------------    --------------------

OTHER ASSETS
     Note receivable                                                                   76,535                  78,947
     Goodwill, less accumulated amortization
        of $205,240 in 2003 and $205,240 in 2002                                      330,977                 330,977
     Other intangible assets, less accumulated amortization
        of $207,039 in 2003 and $539,596 in 2002                                       53,887                  50,426
     Deposits and other                                                               221,704                 268,117
     Noncurrent deferred tax asset                                                     80,151                 927,182
     Deferred tax asset valuation allowance                                           (80,151)               (927,182)
                                                                          --------------------    --------------------

                                                                                      683,103                 728,467
                                                                          --------------------    --------------------

                                                                                 $ 11,447,204            $ 13,331,598
                                                                          ====================    ====================
</TABLE>


                                       1
<PAGE>

<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                         May 31,
                                                                                 -------------------------
                                                                                   2003           2002
                                                                                 -----------   -----------
CURRENT LIABILITIES

<S>                                                                              <C>           <C>
     Note payable - Bank credit line                                             $ 1,700,000   $ 1,700,000
     Current portion of long-term debt                                               323,066       489,134
     Accounts payable and accrued expenses                                         1,245,798     1,441,434
     Withholding taxes payable                                                        38,249        48,983
     Royalties payable to photographers                                            1,215,897     1,224,361
                                                                                 -----------   -----------
                                                                                   4,523,010     4,903,912

DEFERRED TAX LIABILITY
                                                                                     226,052       364,928

LONG-TERM DEBT - Less current portion                                              4,515,158     4,828,523
                                                                                 -----------   -----------
                                                                                   9,264,220    10,097,363
                                                                                 -----------   -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
     Common stock, Class A - Voting $0.10 par value; 10,000 shares authorized,
        2,000 shares issued and outstanding
                                                                                         200           200
     Common Stock, Class B - Nonvoting $0.10 par value; 100,000 shares
        authorized, 63,656 issued and outstanding
                                                                                       6,366         6,366
     Additional paid-in capital
                                                                                      36,538        36,538
     Retained earnings                                                             1,864,200     3,017,101
     Accumulated other comprehensive income
                                                                                     275,680       174,030
                                                                                 -----------   -----------
                                                                                   2,182,984     3,234,235
                                                                                 -----------   -----------

                                                                                 $11,447,204   $13,331,598
                                                                                 ===========   ===========

See independent auditors' report and notes to financial statements

</TABLE>

                                       2
<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS


                                                      Years Ended May 31,
                                                ----------------------------
                                                    2003            2002
                                                ------------    ------------

REVENUES
     Stock photography                          $  9,751,581    $ 11,168,236
     Catalog sales                                    32,244         115,931
                                                ------------    ------------
                                                   9,783,825      11,284,167
                                                ------------    ------------
DIRECT COSTS
     Royalties                                     2,427,200       2,390,538
     Catalog costs                                    78,826         171,287
                                                ------------    ------------
                                                   2,506,026       2,561,825
                                                ------------    ------------

GROSS PROFIT                                       7,277,799       8,722,342

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES       7,682,572       9,736,436
                                                ------------    ------------

OPERATING LOSS                                      (404,773)     (1,014,094)
                                                ------------    ------------

OTHER (EXPENSE) INCOME
     Interest expense                               (711,399)       (579,299)
     Legal settlements                               220,000              --
     Equity loss of subsidiary sold                  (15,372)        (45,466)
     (Loss) gain on investments                       (4,875)          5,000
     Other, net                                     (331,258)          1,689
                                                ------------    ------------

                                                    (842,904)       (618,076)
                                                ------------    ------------

LOSS BEFORE BENEFIT FOR INCOME TAXES              (1,247,677)     (1,632,170)

BENEFIT FOR INCOME TAXES                              94,776         289,630
                                                ------------    ------------

NET LOSS                                          (1,152,901)     (1,342,540)
                                                ------------    ------------

OTHER COMPREHENSIVE INCOME
     Foreign currency translation adjustments        101,650         273,456
                                                ------------    ------------

                                                     101,650         273,456
                                                ------------    ------------

COMPREHENSIVE LOSS                              $ (1,051,251)   $ (1,069,084)
                                                ============    ============

See independent auditors' report and notes to financial statements

                                       3
<PAGE>

<TABLE>
<CAPTION>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF CHANGES
                             IN STOCKHOLDERS' EQUITY

                        YEARS ENDED MAY 31, 2003 AND 2002

                                   Common         Common                                  Accumulated
                                   Stock -        Stock -     Additional                  Other
                                   Class A        Class B     Paid-in       Retained      Comprehensive
                                   Voting         Voting      Capital       Earnings      (Loss) Income    Total
                                 -----------   -----------   -----------   -----------    -----------    -----------
<S>                             <C>           <C>           <C>           <C>            <C>            <C>
CONSOLIDATED
 BALANCES MAY 31, 2001           $       200   $     6,366   $    36,538   $ 4,359,641    $   (99,426)   $ 4,303,319

Comprehensive Income (Loss):

     Foreign Currency

        translation adjustment            --            --            --            --        273,456        273,456


     Net loss                             --            --            --    (1,342,540)            --     (1,342,540)
                                 -----------   -----------   -----------   -----------    -----------    -----------

CONSOLIDATED
BALANCES
                                                                                            3,017,101      3,234,235
MAY 31, 2002                             200         6,366        36,538       174,030

Comprehensive Income (Loss):

     Foreign Currency

        translation adjustment            --            --            --            --        101,650        101,650


     Net loss                             --            --            --    (1,152,901)            --     (1,152,901)
                                 -----------   -----------   -----------   -----------    -----------    -----------

CONSOLIDATED
BALANCES
MAY 31, 2003                     $       200   $     6,366   $    36,538   $ 1,864,200    $   275,680    $ 2,182,984
                                 ===========   ===========   ===========   ===========    ===========    ===========


See independent auditors' report and notes to financial statements

</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                          Years Ended May 31,
                                                                     --------------------------
                                                                        2003           2002
                                                                     -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                  <C>            <C>
     Comprehensive loss                                              $(1,051,251)   $(1,069,084)
     Adjustments to reconcile comprehensive loss to
        net cash provided by operating activities:

           Depreciation                                                1,345,173      1,454,418

           Amortization of goodwill and other intangibles                 30,984         90,442
           Loss on disposals of property,
            photographs and equipment                                     51,107         74,502

           Gain on sale of subsidiary                                         --         (5,000)
           Deferred income tax benefit                                  (138,876)       (66,011)
     Changes in assets and liabilities:

        Decrease (increase) in accounts receivable                     1,252,439        (44,188)

        (Increase) decrease in advances to stockholders and others        (1,952)         6,882

        Increase in unbilled catalog production costs                    (82,994)       (41,250)
        Decrease in prepaid expenses, other current
            assets and refundable income taxes                           183,371          5,833

        (Decrease) increase in accounts payable, accrued expenses,
            and royalties payable to photographers                       172,604       (204,101)

        Decrease in withholding taxes payable                            (10,734)       (18,619)
                                                                     -----------    -----------

           Net cash provided by operating activities                   1,373,166        560,529
                                                                     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES

     Decrease (increase) in deposits                                      41,413        (88,809)

     Decrease (increase) in notes receivable                               2,412        (78,950)

     Increase in other intangible assets                                 (34,445)            --
     Proceeds from sales of property, photographs
        and equipment                                                      9,000          6,792

     Proceeds from sale of subsidiary                                          1          5,000

     Purchases of property, photographs and equipment                    (58,121)      (132,441)
                                                                     -----------    -----------

           Net cash used in investing activities                         (39,740)      (288,408)
                                                                     -----------    -----------

        See independent auditors' report and notes to financial statements

</TABLE>

                                       5
<PAGE>

                                                         Years Ended May 31,
                                                    --------------------------
                                                       2003            2002
                                                    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES

     Decrease in bank credit line                   $        --    $  (200,000)
     Principal payments of long-term debt              (479,433)      (497,072)
                                                    -----------    -----------
           Net cash used in financing activities       (479,433)      (697,072)
                                                    -----------    -----------


                                                                      (424,951)
NET INCREASE (DECREASE) IN CASH                         853,993

                                                                     1,082,709
CASH - BEGINNING OF YEAR                                657,758
                                                    -----------    -----------

CASH - END OF YEAR                                  $ 1,511,751    $   657,758
                                                    ===========    ===========


SUPPLEMENTAL DISCLOSURE OF CASH
 FLOW INFORMATION

     Cash paid during the year for interest expense $   563,032    $   578,637
                                                    ===========    ===========

     Cash paid during the year for income taxes     $     1,219    $       850
                                                    ===========    ===========

See independent auditors' report and notes to financial statements


                                       6
<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

1.    NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      BUSINESS

      SuperStock, Inc. and subsidiaries ("The Company") produces and acquires
      stock photography for worldwide distribution to advertisers and publishers
      through license and sublicense agreements.

      PRINCIPLES OF CONSOLIDATION

      The consolidated financial statements include the accounts of SuperStock,
      Inc. ("SSI"), and its subsidiaries, collectively referred to as the
      Company. All significant intercompany accounts and transactions have been
      eliminated. SSI's wholly-owned subsidiaries consist of the following:

                                               Percentage Ownership
                                                ------------------
                                                May 31,     May 31,
 Subsidiary                    Country           2003       2002
 ---------------------------   -------------     ----       ----
 SuperStock Canada, Inc.       Canada            100%       100%
 SuperStock, Ltd.              UnitedKingdom     100%       100%
 SuperStock, S.L.              Spain             100%       100%
 SuperStock (HK) Ltd.          Hong Kong           -        100%
 SuperStock Italy, S.R.L.      Italy             100%       100%
 SuperStock, S.A.R.L.          France            100%       100%
 SuperStock Bildagentur GMBH   Germany             -        100%
 SuperStock Polska Sp. z.o.o.  Poland              -        100%

      REVENUE RECOGNITION

      Licensing revenues are recognized when the Company is notified by its
      clients of the intended use of the reproduction or as of the date the
      Company's licensees invoice their client. Revenues from catalog sales are
      recognized when the product is shipped.

      PROPERTY, PHOTOGRAPHS AND EQUIPMENT

      Property, photographs and equipment, which include photographs owned by
      the Company, are stated at cost. The cost of photographs includes original
      photography production costs and costs for the purchase of photograph
      collections. Depreciation is provided using the straight-line method over
      the estimated useful lives of the assets.


                                       7
<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

1.    NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
      Continued

      PROPERTY, PHOTOGRAPHS AND EQUIPMENT - Continued
      Maintenance and repairs are charged to operations as incurred. Additions
      and improvements are capitalized. When property and equipment is sold or
      otherwise disposed of, the asset account and related accumulated
      depreciation account are relieved, and any gain or loss is included in
      other income from operations.

      NEW ACCOUNTING STANDARDS

      In July of 2001, the Financial Accounting Standards Board ("FASB") issued
      Statement of Financial Accounting Standard ("SFAS") No. 141 "Business
      Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets".
      SFAS No. 141 establishes accounting and reporting standards for business
      combinations, requiring future business combinations to be accounted for
      using the purchase method of accounting. The provision of this statement
      applies to all business combinations initiated after June 31, 2001. This
      statement also applies to all business combinations accounted for using
      the purchase method of accounting for which the date of acquisition is
      July 1, 2001 or later.

      SFAS No. 142 establishes accounting and reporting standards for goodwill
      and other intangible assets. With the adoption of this statement, goodwill
      is no longer subject to amortization over its estimated useful life.
      Rather, goodwill will be subject to at least an annual assessment for
      impairment by applying a fair value based test. SFAS No. 142 has been
      adopted by the Company for the year beginning June 1, 2002.

      INCOME TAXES

      The Company provides for taxes on the basis of items included in the
      determination of income for financial reporting purposes regardless of
      when such items are reported for tax purposes. Deferred taxes result from
      temporary differences principally in the methods of accounting for
      compensated absences, allowance for doubtful accounts, depreciation and
      foreign tax credits.

      CASH AND CASH EQUIVALENTS

      For purposes of the statements of cash flows, cash equivalents include
      time deposits, certificates of deposit, and all highly liquid debt
      instruments with original maturities of three months or less.

      USE OF ESTIMATES
      The process of preparing financial statements in conformity with generally
      accepted accounting principles requires the use of estimates and
      assumptions regarding certain types of assets, liabilities, revenues, and
      expenses. Such estimates primarily relate to unsettled transactions and
      events as of the date of the financial statements. Accordingly, upon
      settlement, actual results may differ from estimated amounts.


                                       8
<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

2.    GOODWILL AND OTHER INTANGIBLE ASSETS
      GOODWILL

      SUPERSTOCK CANADA, INC.
      On January 27, 1993, SSI acquired SuperStock Canada, Inc. ("SS Canada") in
      a business combination accounted for as a purchase. SS Canada is primarily
      engaged in the same business as SSI. The results of operations of SS
      Canada are included in the accompanying financial statements since the day
      of acquisition. The total cost of the acquisition was $168,305 plus
      liabilities assumed in excess of net book value of $122,558 which exceeded
      the fair value of the net assets of SS Canada by $279,096. The excess was
      being amortized on the straight-line method over twenty years but has
      ceased since implementation of SFAS 142. Amortization for the years ended
      May 31, 2003 and 2002 was $-0- and $13,955, respectively.

      SUPERSTOCK, LTD.
      The Company acquired 40% of the stock of a newly formed company,
      SuperStock, Ltd. in May 1995. During 1996, the Company suspended the
      equity method of accounting for its investment in SuperStock, Ltd. when
      the Company's share of losses equaled the carrying amount of the
      investment. In July 1996, the Company acquired the remaining 60% of the
      stock of SuperStock, Ltd. for $90,000 in a business combination accounted
      for as a purchase. At the time, the Company recognized previously
      suspended losses in excess of equity of $82,866. The $257,121 excess of
      the purchase price over the fair value of the net assets was being
      amortized over twenty years but has ceased since implementation of SFAS
      142. Amortization for the years ended May 31, 2003 and 2002 was $-0- and
      $12,856, respectively.

      SUPERSTOCK (HK) LTD.
      In April 1995, the Company acquired an 80% interest in SuperStock Hong
      Kong, Ltd. ("HK") by purchasing stock from HK's sole shareholder. HK is
      primarily engaged in the same business as SSI.

      In December 1996, the Company acquired the remaining 20% of the stock of
      HK for $15,000. The acquisition was recorded using the purchase method of
      accounting. The $38,241 excess of the purchase price over the fair value
      of the net assets is being amortized over twenty years. Amortization for
      each of the years ended May 31, 2003 and 2002 was $-0- and $1,912,
      respectively.

      HK's office was closed during the year ended May 31, 2002 and the
      remainder of the goodwill was written off as part of the equity loss from
      the subsidiary.

      OTHER INTANGIBLE ASSETS
      SUPERSTOCK ITALY, S.R.L.
      In June 1996, the Company formed SuperStock Italy, S.R.L. SuperStock
      Italy, S.R.L. purchased the mailing list from SSI's former Italian
      licensee. The original purchase price of the mailing list was $30,000 and
      is being amortized over five years. Amortization for the years ended May
      31, 2003 and 2002 was $-0- and $750, respectively.



                                       9
<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

2. GOODWILL AND OTHER INTANGIBLE ASSETS - Continued

      SUPERSTOCK, S.A.R.L.
      In January 1997, the Company established SuperStock, S.A.R.L. by forming a
      new corporation. SuperStock, S.A.R.L. purchased the mailing list from
      SSI's former French licensee. The original purchase price of the mailing
      list was $333,541 and is being amortized over five years. Amortization for
      each of the years ended May 31, 2003 and 2002 was $-0- and $38,913,
      respectively.

      As of May 31, 2003 and 2002, other intangible assets were amortized using
      the straight-line method and consisted of the following:

<TABLE>
<CAPTION>

                                                                               May 31,             May 31,
      Intangible                                     Life                       2003                2002
      -------------------------------------------    ------------------    ----------------    ----------------
<S>                                                  <C>  <C>                      <C>                 <C>
      Loan costs                                     3 to 10 years             $   120,151        $    102,396

      Mailing lists                                  5 years                             -             363,541
      Software                                       3 years                       140,775             124,085
                                                                           ----------------    ----------------
                                                                                   260,926             590,022
      Less accumulated amortization                                              (207,039)            (539,596)
                                                                           ----------------    ----------------
                                                                               $    53,887        $    50,426
                                                                           ================    ================
</TABLE>

      Amortization expense for the years ended May 31, 2003 and 2002 was $30,984
and $90,442, respectively.

3.    PROPERTY, PHOTOGRAPHS AND EQUIPMENT
      Property, photographs and equipment consisted of the following at May 31:

<TABLE>
<CAPTION>

                                                       Years               2003                    2002
                                                     -----------    -------------------    ---------------------

     <S>                                                <C>                <C>                     <C>
       Land                                              -                $    770,562           $     770,562
       Building                                          31                  5,314,386                5,314,386
       Furniture and equipment                          5-7                  3,730,133                4,015,115
       Photograph collections                             7                  7,581,404                7,581,404
                                                                    -------------------    ---------------------
                                                                            17,396,485               17,681,467
       Less accumulated depreciation                                       (10,197,784)              (9,135,607)
                                                                    -------------------    ---------------------
                                                                          $  7,198,701           $    8,545,860
                                                                    ===================    =====================

</TABLE>

      Depreciation expense for the years ended May 31, 2003 and 2002 was
      $1,345,173 and $1,454,418, respectively. Substantially all of the above
      assets collateralize bank loans.


                                       10
<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

4.    INVESTMENT IN SUBSIDIARIES

      SUPERSTOCK FOTO LIMITADA

      On February 15, 2002, the Company sold all of the common stock of
      Superstock Foto Limitada for cash and a note totaling $85,000. The
      transaction resulted in a gain of $5,000, which has been included in
      operations as of May 31, 2002. The Company's share of the losses of
      Superstock Foto Limitada for the years ending May 31, 2003 and 2002,
      through the date of sale, was $0 and $56,098, respectively, and is
      included in other (expense) income.

      SUPERSTOCK BILDAGENTUR GMBH

      As of April 30, 2003, the Company closed its office in Germany.

      SUPERSTOCK POLSKA SP. Z.O.O.

      On September 12, 2002, the Company sold all of the common stock of its
      subsidiary in Poland for $1. The Company's share of the (losses)/income of
      SuperStock Polska Sp. z.o.o. for the years ended May 31, 2003 and 2002,
      through the date of sale, was ($15,683) and $10,842, respectively, and is
      included in other (expense)income.

5.    NOTE PAYABLE - BANK CREDIT LINE

      The Company had a $2,000,000 revolving line of credit with a bank. The
      Company has entered into a forbearance agreement with the bank on this
      line of credit which expires August 29, 2003. Interest is payable monthly
      at the bank's prime rate plus 2.5%. The bank's obligation to make advances
      under this line of credit expired on May 15, 2002. The line of credit is
      guaranteed by the class A voting stockholders of the Company and is
      collateralized by substantially all assets of the Company. The Company is
      required to maintain a minimum tangible net worth of $5,122,000, a debt to
      tangible net worth ratio of not greater than 2.25 to 1, a debt to EBITDA
      ratio of not greater than 2.75 to 1, and fixed coverage charge ratio of at
      least 1.25 to 1. As of May 31, 2002, the Company was in default with
      respect to its covenants. As of May 31, 2003, the bank removed the
      covenant requirements.

      The amount available under the line of credit at May 31, 2003 and 2002 was
      $-0-.

      The total amount of interest expense related to this note payable and long
      term debt (see note 6) for the years ended May 31, 2003 and 2002 was
      $555,561 and $587,879, respectively.


                                       11
<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

6.    LONG-TERM DEBT

      Long-term debt consisted of the following at May 31:

                                            2003                   2002
                                     -------------------    -------------------

Note payable bank (a)                       $ 4,650,960            $ 4,783,282


Note payable bank (b)                           178,125                534,375


Note payable ( c)                                 9,139                      -
                                     -------------------    -------------------
                                              4,838,224
                                                                     5,317,657
Less current portion                          (323,066)              (489,134)
                                     -------------------    -------------------
                                            $ 4,515,158            $ 4,828,523
                                     ===================    ===================

(a)   The note payable to a bank is due in monthly installments of $44,648
      including principal and interest with the remaining principal balance due
      October 2008. Interest on the note will be calculated based on an interest
      rate swap agreement. This agreement effectively fixes the interest rate on
      the loan at 8.42%. The note is collateralized by substantially all the
      assets of the Company.

(b)   The note payable to a bank is due in monthly installments of $29,687 plus
      interest based on an interest rate swap agreement. This agreement
      effectively fixes the interest rate on the loan at 8.42%. The note is
      collateralized by substantially all the assets of the Company. See Note 14
      for further discussion of the interest rate swap agreement.

(c)   The note payable is due in monthly installments of $379 including
      principal and interest at 6.80%. The note is due August 2005 and is
      collateralized by an automobile.

         Maturities of long-term debt are as follows:

                                     May 31,
                                  ---------------
                                       2004                 $  323,066
                                       2005                    161,869
                                       2006                    172,871
                                       2007                    185,904
                                       2008                    201,457
                                    Thereafter               3,793,057
                                                      -----------------
                                                            $4,838,224
                                                      =================

                                       12
<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

7.    RELATED PARTY TRANSACTIONS

      Royalties incurred to related parties for the years ended May 31, 2003 and
      2002 totaled $5,271 and $54,490, respectively. As of May 31, 2003 and
      2002, royalties payable to related parties totaled to $727 and $18,499,
      respectively.

8.    REVENUES

      The Company's revenues from domestic and foreign sources for the years
      ended May 31, 2003 and 2002 are as follows:

                                    2003                     2002
                             --------------------    ---------------------
      Domestic revenues             $  6,264,256             $  6,742,602

      Foreign revenues                 3,519,569                4,808,191
                             --------------------    ---------------------
                                    $  9,783,825             $ 11,550,793
                             ====================    =====================


9.    PROFIT SHARING PLAN

      The Company has a profit sharing plan for all eligible officers and
      employees which provides that, at the option of the Board of Directors, an
      amount not to exceed that allowable as a deduction for income tax purposes
      under the Internal Revenue Code may be contributed to a profit sharing
      fund. The Company has made no contributions for the years ended May 31,
      2003 and 2002, respectively.

10.   401(K) PLAN

      On June 1, 2000, the Company established a 401(k) plan. Full time
      employees hired prior to April 1, 2000 were eligible immediately. Future
      employees will be eligible upon completion of six months of service. The
      plan allows for employee contributions up to the limits allowed by the
      Internal Revenue Code. Employer matching contributions are discretionary.
      Employee contributions are vested 100% and employer contributions are
      vested ratably over 6 years. To receive an allocation of employer matching
      contributions, employees must have worked at least 1,000 hours during the
      Plan Year. For the years ended May 31, 2003 and May 31, 2002, the
      Company's contributions were $-0-.

11.   COMMITMENTS AND CONTINGENCIES

      LEASES
      The Company leases sales offices under noncancelable operating leases with
      monthly lease payments aggregating $13,877 in Canada, Spain, France, Italy
      and United Kingdom. The lease terms expire at various times through 2004.


                                       13
<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

11.   COMMITMENTS AND CONTINGENCIES - Continued

      LEASES - Continued

      Rent expense for the years ended May 31, 2003 and 2002 amounted to
      $196,906 and $373,079, respectively. Approximate future minimum annual
      rental payments at May 31, 2003 are as follows:

                                       May 31,                 Facilities
                                  -------------------       -----------------
                                         2003                      $ 142,288

                                         2004                         22,693

                                         2005                              -

                                         2006                              -

                                         2007                              -

                                      Thereafter                           -
                                                            -----------------
                                                                   $ 164,981
                                                            =================

      LEGAL

      The Company is subject to claims and lawsuits which arise primarily in the
      ordinary course of business. The Company does not anticipate any material
      losses with respect to such claims and lawsuits pending at May 31, 2002 or
      2003. Net income from settlements for the year ended May 31, 2003 was
      $220,000.

      STOCK PURCHASE

      During 1999, two stockholders of the Company entered into an agreement
      whereby one stockholder is required to purchase all of the non-voting
      common shares of the other ratably over a period of twenty years,
      beginning June 1999. The total purchase price is $2,500,000. Should the
      purchaser fail to perform under the terms of the agreement, the Company is
      required to purchase the stockholder's non-voting common shares under the
      same terms. As of May 31, 2003 and 2002, the purchaser has failed to
      perform. To date, no suit has been filed against the Company and the
      purchaser and seller are currently negotiating a settlement. The aggregate
      purchase price for the unpurchased stock is $375,000.


                                       14
<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

12.   INCOME TAXES

      The use of different methods of accounting for compensated absences,
      allowance for doubtful accounts, foreign tax credits and differences in
      depreciation for financial accounting and income tax purposes are the
      principal sources of the temporary differences. The Company's total
      deferred tax asset, deferred tax liability and valuation allowance
      consisted of the following at May 31:

                                                    2003            2002
                                               --------------   --------------

Federal and state deferred tax assets:
      Allowance for doubtful accounts                $ 20,575         $ 20,575
      Employee benefits                                 7,758            8,240
      Contributions carryover                           2,525            2,525

      Capital loss carryover                          216,262                -
      State net operating loss carryforwards           80,151          143,146

      Foreign tax credit carryforward                       -          784,036
                                               --------------   --------------
                                                      327,271          958,522
Valuation allowance                                   (80,151)        (927,182)
                                               --------------   --------------
Net deferred tax asset                                247,120           31,340

Deferred federal and state tax liability:
         Depreciation                                (226,052)        (364,928)
                                               --------------   --------------
Net deferred tax liability                           $ 21,068      $  (333,588)
                                               ==============   ==============

      The valuation allowance was established since Management believes it is
      more likely than not that the entire noncurrent deferred tax asset will
      not be realized.

      As a result of income tax liabilities arising from amending prior years'
      tax returns, interest expense accrued and included in the accompanying
      financial statements for the years ending May 31, 2003 and 2002 was
      $153,479 and $-0-, respectively.


                                       15
<PAGE>

<TABLE>
<CAPTION>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

12.   INCOME TAXES - Continued
      The components of income tax (benefit) expense are:

                                                                                       2003                 2002
                                                                                  ----------------    ------------------

<S>                                                                 <C>                <C>                   <C>
      Currently payable (receivable):                               Federal            $(122,644)            $(222,151)
                                                                    Foreign              458,620                 1,004

                                                                    State                    728                 1,959
                                                                                  ----------------    ------------------
                                                                                         336,704              (219,188)
                                                                                  ----------------    ------------------
      Deferred liability due to temporary differences:
                                                                    Federal             (431,480)              (67,436)

                                                                    State                      -                (3,006)
                                                                                  ----------------    ------------------
                                                                                        (431,480)              (70,442)
                                                                                  ----------------    ------------------

                                                                                       $ (94,776)            $(289,630)
                                                                                  ================    ==================


       A reconciliation of income tax expense (benefit) at the statutory rate
       to income tax expense at the Company's effective rate is as follows:
                                                                                         2003                 2002
                                                                                  ----------------    ------------------
               Computed tax at the expected statutory rate                              $      -            $     -

               State income tax - net of federal tax benefits                                728               1,959
               Foreign taxes of subsidiaries                                             458,620               1,004
                 Foreign tax credit valuation adjustment                                (415,730)           (334,103)
                 Other                                                                  (138,394)             41,510
                                                                                  ----------------    -----------------
                 Net income tax (benefit) expense                                       $(94,776)         $ (289,630)
                                                                                  ================    =================


13.   ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

      Following is an analysis of the changes in accumulated other comprehensive
      income (loss) from foreign currency translation:

                                                                                         2003                2002
                                                                                   -----------------    ---------------
                Balance - Beginning of year                                               $ 174,030          $(99,426)
                Aggregate adjustment from translation of
                     foreign currency accounts into U.S. dollars                            101,650            273,456
                                                                                   -----------------    ---------------
                Balance - End of year                                                     $ 275,680           $174,030
                                                                                   =================    ===============

</TABLE>

                                       16
<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

14.   CREDIT RISK

      The Company places its temporary cash investments with high quality
      financial institutions. At times, such investments may be in excess of
      FDIC insurance limits. The Company does not believe it is exposed to any
      significant credit risk on cash and cash equivalents.

      As discussed in Notes 1, 8 and 11, the Company does business on a
      worldwide basis. As of May 31, 2003, SSI had trade receivables due from
      non-U.S. licensees of $1,175,319.

      As discussed in Note 6, the Company has entered into interest rate swap
      agreements to reduce the impact of changes in interest rates on its
      variable-rate notes payable. The agreements change the interest rate on
      these notes to a fixed 8.42%. The Company is exposed to credit loss in the
      event of non-performance by the counter-party. However, the Company does
      not anticipate non-performance by the counter-party.

15.   GOING CONCERN

      As reflected in the accompanying financial statements, the Company
      incurred a net loss of $1,078,062 during the year ended May 31, 2003 and
      as of that date the Company's current liabilities exceeded its current
      assets by $962,610. This is the Company's fourth consecutive year of net
      operating losses. This has resulted in a decrease in stockholders' equity
      of $3,841,125 over the past four years and a default on debt covenants. As
      discussed in note 5, the bank has agreed to forbear on the revolving line
      of credit. The Company has also experienced declining revenues over the
      past three years from $19,275,387 for the year ended May 31, 2000 to
      $9,783,825 for the period ended May 31, 2003. These factors combined
      create an uncertainty as to the Company's ability to continue as a going
      concern.

      The Company developed a plan to reduce its liabilities and operating costs
      and increase its revenues. It has closed unprofitable foreign offices in
      Poland and Germany; and it has reduced dependence on catalogs and direct
      mail advertising by replacing them with more extensive internet marketing.
      Plans to increase revenue include expanding the royalty free product
      offering, implementing sales and customer relations training, seeking new
      sources of revenue by utilizing online "re-sellers" and other independent
      agencies and continuing overall product expansion. The ability of the
      Company to continue as a going concern is dependent upon the success of
      the plan. In addition, the Company is currently negotiating the sale of
      all its assets and capital stock to an outside party. As of the date of
      this report, a final purchase and sale agreement had not been executed.
      The financial statements do not include any adjustments that might be
      necessary should the Company be unable to continue as a going concern.


                                       17
<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

16.   RECLASSIFICATIONS

      Certain reclassifications have been made to the 2002 financial statements
      to conform to the classifications used in 2003. These reclassifications
      had no effect on net income.

17.   CORRECTION OF ERROR

      For the year ended May 31, 2002, the loss on disposition of subsidiaries
      was incorrectly stated. A loss was recorded on the Parent Company's
      financial statement and the common stock and additional paid in capital of
      the subsidiaries was recorded as other income in the Statement of
      Operations. The correct treatment is for the items to offset retained
      earnings directly. While this correction has no effect on the net loss
      recognized or the balance in retained earnings for the year ended May 31,
      2002, the other (expense) income section of the Statement of Operations
      and the cash flows from operating and investing activities sections of the
      Statement of Cash Flows had to be restated to account for the correction.

18.   FOREIGN INCOME TAXES

      Income tax expense (see Note 12) includes a contingent liability as it
      relates to an income tax audit of the Company's subsidiary, SuperStock,
      S.A.R.L., of $462,904. The income tax audit is ongoing and management is
      in the process of providing additional documentation that should reduce
      the liability. Management believes the income tax liability will be
      substantially lower upon final resolution of the matter.
<PAGE>


                        SUPERSTOCK, INC. AND SUBSIDIARIES

                              FINANCIAL STATEMENTS

                             NINE MONTH PERIOD ENDED

                     FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

<PAGE>

<TABLE>
<CAPTION>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                                     ASSETS

                                                                                February 29,             February 28,
                                                                             ------------------       ------------------
                                                                                   2004                     2003
                                                                             ------------------       ------------------
<S>                                                                                  <C>                      <C>
CURRENT ASSETS
       Cash                                                                      $   1,150,653            $   1,099,158
       Accounts receivable, less allowance for doubtful                              1,232,578                1,730,584
           accounts of $50,000 in 2004 and 2003
       Advances to stockholders and others                                               1,182                    5,672
       Unbilled catalog production costs                                                60,436                  122,304
       Prepaid expenses and other current assets                                        68,216                   70,964
       Deferred tax asset                                                              256,601                   31,340
       Refundable income taxes                                                               -                  109,323
                                                                             ------------------       ------------------
                                                                                     2,769,666                3,169,345
                                                                             ------------------       ------------------
PROPERTY,  PHOTOGRAPHS AND
       EQUIPMENT, net                                                                6,385,879                7,473,590
                                                                             ------------------       ------------------

OTHER ASSETS
       Note receivable                                                                  70,448                   78,796
       Goodwill, less accumulated amortization                                         330,977                  330,977
       Other intangible assets, less accumulated amortization                           40,953                   59,687
       Deposits and other                                                              221,018                  272,105
       Noncurrent deferred tax asset                                                   241,902                  927,182
       Deferred tax asset valuation allowance                                                -                (927,182)
                                                                             ------------------       ------------------
                                                                                       905,298                  741,565
                                                                             ------------------       ------------------

                                                                                 $  10,060,843            $  11,384,500
                                                                             ==================       ==================

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                           SUPERSTOCK, INC. AND SUBSIDIARIES
                                              CONSOLIDATED BALANCE SHEETS
                                                      (UNAUDITED)
                                                      LIABILITIES


                                                           February 29,          February 28,
                                                         -----------------     -----------------
                                                               2004                  2003
                                                         -----------------     -----------------
<S>                                                             <C>                   <C>
CURRENT LIABILITIES
     Note payable - Bank credit line                        $   1,700,000        $    1,700,000
     Current portion of long-term debt                            153,593               409,443
     Accounts payable and accrued expenses                        489,985               850,944
     Withholding taxes payable                                    163,596               240,366
     Royalties payable to photographers                         1,047,678             1,174,882
                                                         -----------------     -----------------
                                                                3,554,852             4,375,635
                                                         -----------------     -----------------

DEFERRED TAX LIABILITY                                                  -                     -

LONG -TERM DEBT-Less current portion                            4,400,371             4,557,613
                                                         -----------------     -----------------
                                                                7,955,223             8,933,248
                                                         -----------------     -----------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
     Common stock, Class A - Voting
         $0.10 par value; 10,000 shares authorized,
         2,000 shares issued and outstanding                          200                   200
     Common stock, Class B - Nonvoting
         $0.10 par value; 100,000 shares authorized,
         63,656 shares issued and outstanding                       6,366                 6,366
     Additional paid-in capital                                    36,538                36,538
     Retained earnings                                          2,070,928             2,435,436
     Accumulated other comprehensive income                       (8,412)              (27,288)
                                                         -----------------     -----------------
                                                                2,105,620             2,451,252
                                                         -----------------     -----------------

                                                            $   10,060,843        $  11,384,500
                                                         =================     =================

</TABLE>

<PAGE>


                        SUPERSTOCK, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                   (UNAUDITED)

                                                Nine Months Period Ended
                                            February 29,          February 28,
                                           -----------------------------------
                                               2004                   2003
                                           ------------           ------------
REVENUES
        Stock photography                     6,637,643              7,254,691
        Catalog sales                            31,637                 25,117
                                           ------------           ------------
                                              6,669,280              7,279,808
                                           ------------           ------------
DIRECT COSTS
        Royalties                             1,720,790              1,794,422
        Catalog costs                            31,281                 66,120
                                           ------------           ------------
                                              1,752,071              1,860,542
                                           ------------           ------------

GROSS PROFIT                                  4,917,209              5,419,266

SELLING, GENERAL AND
        ADMINISTRATIVE EXPENSES               4,878,965              5,620,118
                                           ------------           ------------

OPERATING LOSS                                 (38,244)              (200,852)

OTHER (EXPENSE) INCOME
        Interest expense                       565,768                 439,404
        Other, net                             162,901                 100,443
                                           ------------           ------------
                                               728,669                 539,847
                                           ------------           ------------

LOSS BEFORE BENEFIT FOR
        INCOME TAXES                          (690,425)               (740,699)


BENEFIT FOR INCOME TAXES                       (85,726)                  4,457
                                           ------------           ------------

NET LOSS FROM CONTINUING OPERATIONS           (604,699)               (745,156)
                                           ------------           ------------

DISCONTINUED OPERATIONS                        550,932                 (97,006)
                                           ------------           ------------

OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustments            -                        -


COMPREHENSIVE LOSS                             (53,767)               (842,162)
                                           ============           ============


<PAGE>

                        SUPERSTOCK, INC AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                      Nine Months Ended

                                                   February 29  February 28
                                                    ----------    ----------
                                                      2004          2003
                                                    ----------    ----------
CASH FLOW FROM OPERATING ACTIVITIES

        Net Income                                  $  (53,769)  $  (842,161)
      Adjustment for non-cash items:
          Depreciation & Amortization                  872,069     1,091,517
          Loss/(gain) on sales of property              23,501        63,089
          Deferred taxes (benefit)/expense            (224,124)      255,688
      Changes in Operating Asset and Liabilities:
          Accounts receivable                          306,086     1,060,518

          Advances to shareholders & other               6,485           253

          Unbilled catalog production                   63,808       (81,054)

          Prepaid exp & other current assets            40,480        (7,267)
          Payables                                  (1,024,734)     (712,325)
                                                    ----------    ----------

        Net cash provided by operating activities        9,801       828,258
                                                    ----------    ----------

CASH FLOW FROM INVESTING ACTIVITIES
 Changes in Operating Asset and Liabilities:

         Deposits & other                                  685        (3,986)

         Notes receivable                                6,087           151

         Purchase of intangible assets                 (17,460)      (31,619)

         Furniture & equipment                          12,093       (21,466)

         Photo/computer equipment                      (20,897)      (46,474)
                                                    ----------    ----------

       Net cash used in investing activities           (19,492)     (103,394)
                                                    ----------    ----------

CASH FLOW FROM FINANCING ACTIVITIES
        Principal payment of long-term debt           (284,260)     (350,601)
                                                    ----------    ----------

        Net cash provided by/(used in) financing      (284,260)     (350,601)
                                                    ----------    ----------

       Effect of cumulative translation adjustment     (67,149)       67,138
                                                    ----------    ----------

NET INCREASE/(DECREASE) IN CASH                       (361,099)      441,401

CASH - BEGINNING OF PERIOD                           1,511,752       657,757
                                                    ----------    ----------

CASH - END OF PERIOD                                $1,150,653    $1,099,158
                                                    ==========    ==========

<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

1.    NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      BUSINESS

      SuperStock, Inc. and subsidiaries ("The Company") produces and acquires
      stock photography for worldwide distribution to advertisers and publishers
      through license and sublicense agreements.

      PRINCIPLES OF CONSOLIDATION

      The consolidated financial statements include the accounts of SuperStock,
      Inc. ("SSI"), and its subsidiaries, collectively referred to as the
      Company. All significant intercompany accounts and transactions have been
      eliminated. SSI's wholly-owned subsidiaries consist of the following:

<TABLE>
<CAPTION>

                                                                                    Percentage Ownership
                                                                            --------------------------------------
                                                                              February 29          February 28
                      Subsidiary                         Country                  2004                 2003
        ---------------------------------------    ---------------------    -----------------    -----------------

<S>                                               <C>                            <C>                  <C>
        SuperStock Canada, Inc                     Canada                         100%                 100%

        SuperStock, Ltd.                           United Kingdom                 100%                 100%

        SuperStock, S.L.                           Spain                           -                   100%

        SuperStock (HK) Ltd.                       Hong Kong                       -                    -

        SuperStock Italy, S.R.L.                   Italy                          100%                 100%

        SuperStock, S.A.R.L.                       France                          -                   100%

        SuperStock Bildagenture GMBH               Germany                         -                    -

        SuperStock Polska Sp. Z.o.o                Poland                          -                    -

</TABLE>

      REVENUE RECOGNITION

      Licensing revenues are recognized when the Company is notified by its
      clients of the intended use of the reproduction or as of the date the
      Company's licensees invoice their client. Revenues from catalog sales are
      recognized when the product is shipped.

<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


      NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
      Continued

      PROPERTY, PHOTOGRAPHS AND EQUIPMENT - Continued

      Maintenance and repairs are charged to operations as incurred. Additions
      and improvements are capitalized. When property and equipment is sold or
      otherwise disposed of, the asset account and related accumulated
      depreciation account are relieved, and any gain or loss is included in
      other income from operations.

      NEW ACCOUNTING STANDARDS

      In May 2003, Financial Accounting Standards Board ("FASB") issued SFAS No.
      150, "Accounting for Certain Financial Instruments with Characteristics of
      Both Liabilities and Equity." SFAS No. 150 establishes standards for how
      an issuer classifies and measures in its statement of financial position
      certain financial instruments with characteristics of both liabilities and
      equity. SFAS No. 150 requires that an issuer classify a financial
      instrument that is within SFAS No. 150's scope as a liability (or an asset
      in some circumstances) because the financial instrument embodies an
      obligation of the issuer. The Company believes that the adoption of SFAS
      No. 150 will not have a significant impact on its results of operations or
      financial position.

      INCOME TAXES

      The Company provides for taxes on the basis of items included in the
      determination of income for financial reporting purposes regardless of
      when such items are reported for tax purposes. Deferred taxes result from
      temporary differences principally in the methods of accounting for
      compensated absences, allowance for doubtful accounts, depreciation and
      foreign tax credits.

      USE OF ESTIMATES

      The process of preparing financial statements in conformity with generally
      accepted accounting principles requires the use of estimates and
      assumptions regarding certain types of assets, liabilities, revenues, and
      expenses. Such estimates primarily relate to unsettled transactions and
      events as of the date of the financial statements. Accordingly, upon
      settlement, actual results may differ from estimated amounts.

<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

2.    GOODWILL AND OTHER INTANGIBLE ASSETS
      GOODWILL

      SUPERSTOCK CANADA, INC.
      On January 27, 1993, SSI acquired SuperStock Canada, Inc. ("SS Canada") in
      a business combination accounted for as a purchase. SS Canada is primarily
      engaged in the same business as SSI. The results of operations of SS
      Canada are included in the accompanying financial statements since the day
      of acquisition. The total cost of the acquisition was $168,305 plus
      liabilities assumed in excess of net book value of $122,558 which exceeded
      the fair value of the net assets of SS Canada by $279,096. The excess was
      being amortized on the straight-line method over twenty years but has
      ceased since implementation of SFAS 142. Amortization for the period ended
      February 29, 2004 and February 28, 2003 was $-0- and $-0-, respectively.

      SUPERSTOCK, LTD.
      The Company acquired 40% of the stock of a newly formed company,
      SuperStock, Ltd. in May 1995. During 1996, the Company suspended the
      equity method of accounting for its investment in SuperStock, Ltd. when
      the Company's share of losses equaled the carrying amount of the
      investment. In July 1996, the Company acquired the remaining 60% of the
      stock of SuperStock, Ltd. for $90,000 in a business combination accounted
      for as a purchase. At the time, the Company recognized previously
      suspended losses in excess of equity of $82,866. The $257,121 excess of
      the purchase price over the fair value of the net assets was being
      amortized over twenty years but has ceased since implementation of SFAS
      142. Amortization for the period ended February 29, 2004 and February 28,
      2003 was $-0- and $-0-, respectively.

      SUPERSTOCK (HK) LTD.
      In April 1995, the Company acquired an 80% interest in SuperStock Hong
      Kong, Ltd. ("HK") by purchasing stock from HK's sole shareholder. HK is
      primarily engaged in the same business as SSI.

      In December 1996, the Company acquired the remaining 20% of the stock of
      HK for $15,000. The acquisition was recorded using the purchase method of
      accounting. The $38,241 excess of the purchase price over the fair value
      of the net assets is being amortized over twenty years. Amortization for
      each of the years ended May 31, 2003 and 2002 was $-0- and $1,912,
      respectively.

      HK's office was closed during the year ended May 31, 2002 and the
      remainder of the goodwill was written off as part of the equity loss from
      the subsidiary.


<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

      OTHER INTANGIBLE ASSETS

      SUPERSTOCK, S.A.R.L.
      In January 1997, the Company established SuperStock, S.A.R.L. by forming a
      new corporation. SuperStock, S.A.R.L. purchased the mailing list from
      SSI's former French licensee. The original purchase price of the mailing
      list was $333,541 and is being amortized over five years. Amortization for
      the period ended February 29, 2004 and February 28, 2003 was $-0- and
      $-0-, respectively.

      As of February 29, 2004 and February 28, 2003, other intangible assets
      were amortized using the straight-line method and consisted of the
      following:

<TABLE>
<CAPTION>

                                         Years                   2004                    2003
                                    -----------------     --------------------    --------------------


<S>                                        <C>                        <C>                     <C>
 Land                                                            $    770,562           $     770,562


 Building                                  31                       5,314,386               5,314,386


 Furniture and equipment                  5-7                       3,700,377               3,724,297


 Photograph collections                    7                        7,581,404               7,581,404
                                                          --------------------    --------------------
                                                                   17,366,729              17,390,649

 Less accumulated amortization                                    (10,980,850)             (9,917,059)
                                                          --------------------    --------------------

                                                                 $  6,385,879          $    7,473,590
                                                          ====================    ====================
</TABLE>

<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

3.  DISCOUNTED OPERATIONS

      SUPERSTOCK BILDAGENTUR GMBH

      As of April 30, 2003, the Company closed its office in Germany.

      SUPERSTOCK POLSKA SP. Z.O.O.

      On September 12, 2002, the Company sold all of the common stock of its
      subsidiary in Poland for $1.

      SUPERSTOCK , S.A.R.L.

      As of January 31, 2004, the Company closed its office in France.

      SUPERSTOCK , S.L.

      As of February 29, 2004, the Company closed its office in Spain.

      Included in the income from discontinued operations in the Nine Months
      ended February 29, 2004, is the reversal of $382,000 of a previously
      assessed tax liability which was reassessed upon audit.

4.    NOTE PAYABLE - BANK CREDIT LINE

      The Company had a $2,000,000 revolving line of credit with a bank. The
      Company has entered into a forbearance agreement with the bank on this
      line of credit which expires August 29, 2003. Interest is payable monthly
      at the bank's prime rate plus 2.5%. The bank's obligation to make advances
      under this line of credit expired on May 15, 2002. The line of credit is
      guaranteed by the class A voting stockholders of the Company and is
      collateralized by substantially all assets of the Company. The Company is
      required to maintain a minimum tangible net worth of $5,122,000, a debt to
      tangible net worth ratio of not greater than 2.25 to 1, a debt to EBITDA
      ratio of not greater than 2.75 to 1, and fixed coverage charge ratio of at
      least 1.25 to 1. As of May 31, 2002, the Company was in default with
      respect to its covenants. As of May 31, 2003, the bank removed the
      covenant requirements.

      The amount available under the line of credit at February 29, 2004 and
      February 28, 2003 was $-0- and $-0-, respectively.

      Subsequent Event: As of February 29, 2004, a21, Inc. ("a21") completed the
      acquisition of SuperStock, Inc. ("SuperStock"). In addition, a21 repaid a
      $1,700,000 credit facility of SuperStock and paid down $500,000 of a note
      secured by a first mortgage on the SuperStock Facility.

<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

5.    RELATED PARTY TRANSACTIONS

      Royalties incurred to related parties for the period ended February 29,
      2004 and February 28, 2003.totaled $19,888 and $23,687, respectively. As
      of period ended February 29, 2004 and February 28, 2003, royalties payable
      to related parties totaled to $8,370 and $13,890, respectively.

6.    REVENUES
      The Company's revenues from domestic and foreign sources for period ended
      February 29, 2004 and February 28, 2003:

                                          2004                   2003
                                  ---------------------   --------------------


      Domestic revenue                 $     4,455,775         $    4,691,982

      Foreign revenue                        2,213,505              2,759,627

                                  ---------------------   --------------------
                                       $     6,669,280         $    7,451,606
                                  =====================   ====================

7.    COMMITMENTS AND CONTINGENCIES

      LEGAL

      The Company is subject to claims and lawsuits which arise primarily in the
      ordinary course of business. The Company does not anticipate any material
      losses with respect to such claims and lawsuits pending at period ended
      February 29, 2004 and February 28, 2003.

      STOCK PURCHASE

      During 1999, two stockholders of the Company entered into an agreement
      whereby one stockholder is required to purchase all of the non-voting
      common shares of the other ratably over a period of twenty years,
      beginning June 1999. The total purchase price is $2,500,000. Should the
      purchaser fail to perform under the terms of the agreement, the Company is
      required to purchase the stockholder's non-voting common shares under the
      same terms. As of May 31, 2003 and 2002, the purchaser has failed to
      perform. To date, no suit has been filed against the Company and the
      purchaser and seller are currently negotiating a settlement. The aggregate
      purchase price for the unpurchased stock is $375,000.

      Subsequent Event: As of February 29, 2004, a21, Inc. ("a21") completed the
      acquisition of SuperStock, Inc. ("SuperStock"). In addition, a21 repaid a
      $1,700,000 credit facility of SuperStock and paid down $500,000 of a note
      secured by a first mortgage on the SuperStock Facility.

<PAGE>

                        SUPERSTOCK, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

8.    GOING CONCERN

      As reflected in the accompanying financial statements, the Company
      incurred a net loss of $53,767 during the period ending February 29, 2004
      and as of that date the Company's current liabilities exceeded its current
      assets by $785,186. The Company had had four consecutive years of net
      operating losses. This has resulted in a decrease in stockholders' equity
      of over the past four years and a default on debt covenants. These factors
      combined create an uncertainty as to the Company's ability to continue as
      a going concern.

      The Company developed a plan to reduce its liabilities and operating costs
      and increase its revenues. It has closed unprofitable foreign offices in
      Poland, Germany, Spain and France; and it has reduced dependence on
      catalogs and direct mail advertising by replacing them with more extensive
      internet marketing. Plans to increase revenue include expanding the
      royalty free product offering, implementing sales and customer relations
      training, seeking new sources of revenue by utilizing online "re-sellers"
      and other independent agencies and continuing overall product expansion.
      The ability of the Company to continue as a going concern is dependent
      upon the success of the plan. In addition, the Company is currently
      negotiating the sale of all its assets and capital stock to an outside
      party. The financial statements do not include any adjustments that might
      be necessary should the Company be unable to continue as a going concern.

      Subsequent Event: As of February 29, 2004, a21, Inc. ("a21") completed the
      acquisition of SuperStock, Inc. ("SuperStock". In addition, a21 repaid a
      $1,700,000 credit facility of SuperStock and paid down $500,000 of a note
      secured by a first mortgage on the SuperStock Facility.

9.    CORRECTION OF ERROR

      For the year ended May 31, 2002, the loss on disposition of subsidiaries
      was incorrectly stated. A loss was recorded on the Parent Company's
      financial statement and the common stock and additional paid in capital of
      the subsidiaries was recorded as other income in the Statement of
      Operations. The correct treatment is for the items to offset retained
      earnings directly. While this correction has no effect on the net loss
      recognized or the balance in retained earnings for the year ended May 31,
      2002, the other (expense) income section of the Statement of Operations
      and the cash flows from operating and investing activities sections of the
      Statement of Cash Flows had to be restated to account for the correction.

<PAGE>

10.   FOREIGN INCOME TAXES

      Income tax expense includes a contingent liability as it relates to an
      income tax audit of the Company's subsidiary, SuperStock, S.A.R.L., of
      $462,904. The income tax audit is ongoing and management is in the process
      of providing additional documentation that should reduce the liability.
      Management believes the income tax liability will be substantially lower
      upon final resolution of the matter.

      Subsequent Event: As of February 29, 2004, the income tax audit was
      competed and yielded a total liability of $80,765.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>v03326_993.txt
<TEXT>

                           A21, INC. AND SUBSIDIARIES
         UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                AS DECEMBER 31, 2003 AND FOR THE YEAR THEN ENDED

The following pro forma condensed consolidated balance sheet as of December 31,
2003 and the pro forma condensed consolidated statement of operations for the
year then ended give effect to the acquisition of 100% of the outstanding
capital stock of SuperStock by a21 the pro forma information is based on the
audited consolidated financial statements of a21 as of December 31, 2003 and for
the year then ended and the reviewed consolidated financial statements of
SuperStock as of February 29, 2004 and for the twelve months then ended and the
adjustments described in the accompanying notes to the pro forma condensed
consolidated financial statements.

The proforma adjustments reflects managements preliminary allocation of the
purchase price of SuperStock. a21 has not yet commenced its appraisal to
determine the allocation of the purchase price of SuperStock. The Company plans
to retain an independent valuation firm to assist in the allocation

<PAGE>

<TABLE>
<CAPTION>

                                                     A21, INC. AND SUBSIDIARIES
                                      UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                                         DECEMBER 31, 2003

                                                       a21       SuperStock                                   Consolidated
                                                     12/31/03     02/29/04                      Adjustments   Proforma
                                                    ----------   ----------                     -----------   ------------
<S>                                                        <C>    <C>       <C>   <C>      <C>     <C>        <C>

ASSETS
      Assets
        Current assets
          Cash and cash equivalents                  $     702   $1,150,653  t    370,410                   $ 1,521,765
          Accounts receivable                                     1,232,578                                   1,232,578
          Prepaid expenses & other current assets                   128,652                                     128,652
          Deferred income taxes                                     499,685                 b       499,685           0
                                                    ----------   ----------                                  ----------
              Total current assets                         702    3,011,568                                   2,882,995
                                                    ----------   ----------                                  ----------

        Property, plant & equipment, net                14,732   6,385,880   b  2,728,583                    10,886,544
                                                                             b  1,757,349

        Other assets
           Investment in Superstock, Inc                                     a  7,477,287   b     7,477,287           0

          Goodwill                                                           b  3,552,350                     3,552,350
          Advance to shareholder                        15,000                                                   15,000
          Notes receivable                                           70,448                                      70,448
          Intangibles, net                                          371,930                 b       371,930           0
          Deposits & other                                          221,018                                     221,018
                                                    ----------   ----------                                  ----------
              Total other assets                        15,000      663,396                                   3,858,816
                                                    ----------   ----------                                  ----------

              Total assets                          $   30,434   $10,060,844                                $17,628,355
                                                    ==========   ===========                                ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

       Current liabilities

         Accounts payable & accrued expenses        $  955,187  $ 1,537,600                 a        17,005 $ 2,614,792
                                                                                            e       105,000

         Revolving credit note                               -    1,700,000  c  1,700,000                             0

         Current portion of long-term debt                   -      153,593                                     153,593

         Contingent contact payable                          -                              a       300,000     300,000

         Unsecured notes payable to affiliates         584,266                                                  584,266

         Unsecured notes payable to other, net                                              e       731,426     731,426

         Income taxes payable                                       163,659                                     163,659
                                                    ----------   ----------                                  ----------

             Total current liabilities               1,539,453    3,554,852                                   4,547,736
                                                    ----------   ----------                                  ----------

       Deferred income taxes                                                                b     1,795,000   1,795,000
                                                                                                             ----------
       Long-term debt, net
         Note payable to bank                                     4,400,372   c   500,000                     3,900,372
         Note payable to sellers                                                            a     1,576,250   1,576,250
         Convertible notes payable, net                                                     g       943,998     943,998
                                                                 ----------                                  ----------
             Total long-term debt                                 4,400,372                                   6,420,620
                                                                 ----------                                  ----------
             Total long-term liabilities                          4,400,372                                   7,915,620
                                                                 ----------                                  ----------

     Minority Interest                                                                      a     2,800,085   2,800,085

     Shareholders' equity, net                      (1,509,019)   2,105,620  b  2,105,620   d     3,000,000   2,064,914
                                                                             d    210,000   e,f     551,076
                                                                                            a       232,857
                                                    ----------   ----------                                  ----------

           Total liabilities & shareholders' equity $   30,434  $ 10,060,844                                $16,536,295
                                                    ==========  ============                                ===========

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                  A21, INC. AND SUBSIDIARIES
                                 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
                                                   FOR THE 12 MONTHS ENDED

                                                     a21, Inc.  Superstock                                 Consolidated
                    DECEMBER 31, 2003                12/31/03    02/29/04        Adjustments                 Proforma
                                                   -----------  -----------      --------------------------------------

INCOME
<S>                                                  <C>        <C>        <C>      <C>      <C>   <C>       <C>
       Revenue                                     $         0  $ 9,027,599                                  $9,027,599

       Direct costs                                          0    2,323,502                                   2,323,502
                                                   -----------  -----------                                  ----------

       Gross Profit                                          0    6,704,097                                   6,704,097


       Selling, General & Admin expenses             1,143,539   5,659,186                                    6,802,725

       Depreciation and amortization                    35,723   1,156,708   p       60,240                   1,252,671

       Interest and finance expenses                    76,931     837,764   q      794,863   r     125,500   1,584,058

       Write off of investment                          76,700                                                   76,700
       Other income                                                189,698                                      189,698
                                                   -----------  -----------                                  ----------

                                                     1,332,893    7,843,356                                   9,905,852

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

       Loss before income taxes                     (1,332,893)  (1,139,259)                                 (3,201,755)

       Income tax benefit                                    0     (184,958)        567,096                           -

                                                  ------------  -----------                                ------------
       Net loss from continuing operations        $(1,332,893)  $ (364,512)                                $ (3,201,755)
                                                  ============  ===========                                ============


                                                                    Pro forma earnings (loss) per share       $   (0.09)
                                                                                                             ==========

                                                            Pro forma common shares outstanding              34,916,237
                                                                                                             ==========

The above presentation does not include the discontinued operations of SuperStock.

</TABLE>

    NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>


  BALANCE SHEET ADJUSTMENTS
a      Cost of the acquisition of SuperStock

       Cash paid to shareholders of SuperStock                       2,451,090
       Note payable to sellers                                       1,576,250
       Issuance of convertible preferred stock of
          SuperStock to sellers of Superstock                        2,800,085
       Deferred purchase price                                         300,000
       Exercised options by sellers of SuperStock                      149,535
       Warrants issued in connection with acquisition                   83,322
       Legal fees                                                      117,005
                                                                   ------------
            Total acquisition costs                                  7,477,287

b      Allocation of acquisition costs

          Net book value of SuperStock at acquisition date           2,105,620
             Adjustment for write off of prior goodwill               (871,615)
                                                                   ------------
                    Adjusted book value at acquisition               1,234,005
             Allocation based upon the value of real estate          2,728,583
             Allocation to original photo collection                 1,757,349
             Allocation to goodwill                                  3,552,350
             Deferred income taxes                                  (1,795,000)
                                                                   ------------
                                                                     7,477,287

c      Payment on Superstock notes payable
          Payoff revolving credit line                               1,700,000
          Paydown of long term debt                                    500,000
                                                                   ------------
                                                                     2,200,000

d      Financing from issuance of common stock                       3,000,000
          Placement cost charges to APIC                              (210,000)
                                                                   ------------
                                                                     2,790,000
                                                                   ------------
e      Financing from issuance of notes payable
          Unsecured notes payable                                    1,050,000
             Discount from issuance of warrants                       (245,074)
             Deferred placement costs                                  (73,500)
                                                                   ------------
                                                                       731,426
                                                                   ------------

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT)

<PAGE>


g                 Convertible subordinated  notes payable            1,250,000
                     Discount from issuance of warrants               (306,002)
                                                                   ------------
                                                                       943,998
                                                                   ------------
INCOME STATEMENT ADJUSTMENTS

p              Depreciation on allocation of acquisition costs          60,240
                                                                   ------------

q              Interest on unsecured notes payable,
                convertible subordinated notes
                payable and seller notes payable                       794,863
                                                                   ------------

r              Interest reduction from paydown of SuperStock
                  revolving credit line and long term debt             125,500
                                                                  ------------
s              Elimination of imcone tax beneift                       567,096
                                                                  ------------

OTHER INFORMATION

t              Summary of cash receipts and disbursements
               Cash receipts
                  Proceeds from sale of common stock (d)             3,000,000
                  Proceeds from issuance of
                   unsecured notes payable to others(e)              1,050,000
                  Proceeds from issuance of
                   convertible subordinated notes payable(g)         1,250,000
                                                                   ------------
                                                                     5,300,000
                                                                   ------------
               Cash disbursements
                  Cash paid to sellers of SuperStock(a)              2,451,090
                  Paydown on revolving
                   credit line and long term debt(c)                 2,200,000
                  Legal fees(a)                                        100,000
                  Unsecured note payable placement costs(e)             73,500
                  Equity placement costs(d)                            105,000
                                                                   ------------
                                                                     4,929,590

                                                                   ------------
               Net increase in proforma cash balance                   370,410
                                                                   ------------





</TEXT>
</DOCUMENT>
</SUBMISSION>
