U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

FORM 10-QSB

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004 or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _____ TO_____

Commission File Number:333-68213

a21, Inc.

(Exact name of small business issuer in its charter)

Texas (State or other jurisdiction of incorporation or organization)		74-2896910 (I.R.S. Employer Identification No.)
7660 Centurion Parkway, Jacksonville, Florida 32256 (Address of principal executive offices)		(904) 565-0066 (Issuer’s telephone number)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NOo

There were 38,136,237 shares of the Company’s common stock outstanding on November 11, 2004.

Transitional Small Business Disclosure Format (check one): Yes o No x

TABLE OF CONTENTS

				Page
PART I - FINANCIAL INFORMATION				1
	ITEM 1.	FINANCIAL STATEMENTS		1
	ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		12
PART II - OTHER INFORMATION				16
	ITEM 1.	LEGAL PROCEEDINGS		16
	ITEM 2.	CHANGES IN SECURITIES AND ISSUER PURCHASES OF EQUITY SECURITIES		16
	ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		16
	ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		16
	ITEM 5.	OTHER INFORMATION		16
	ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K		16

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

a21, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS
		September 30, 2004			December 31, 2003
CURRENT ASSETS		(Unaudited)
Cash		$	1,412,312		$	702
Accounts receivable, net of allowance for doubtful accounts of $50,000			1,331,961			—
Prepaid expenses and deposits			84,760			—
			2,829,033			702
PROPERTY AND EQUIPMENT - net			8,009,877			14,732
PHOTO COLLECTION - net			2,528,465			—
OTHER ASSETS
Goodwill			2,969,461			—
Long term note receivables			67,302			—
Advance to shareholder			15,000			15,000
Long term deposits			600,000			—
Other assets			95,240			—
		$	17,114,378		$	30,434
LIABILITIES AND SHAREHOLDERS’ EQUITY / (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	2,101,206		$	955,292
Accrued purchase price payable			300,000			—
Current portion of loan payable			—			—
Unsecured notes payable to affiliates			—			584,266
Unsecured notes payable to others, net			1,023,805			—
Income taxes payable			312,496			—
TOTAL CURRENT LIABILITIES			3,737,507			1,539,558
LONG TERM LIABILITIES
Loan payable, less current portion			7,454,746			—
Subtenant deposit			61,633			—
Convertible subordinated notes payable, net			1,033,249			—
Deferred income taxes			789,023			—
Total long-term liabilities			9,338,651			—
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST			2,800,085			—
SHAREHOLDERS’ EQUITY / (DEFICIENCY):
Preferred stock, $.001 par value, 100,000 shares authorized, no shares issued and outstanding			—			—
Common stock, $.001 par value, 100,000,000 shares authorized, 41,816,012 and 22,707,423 shares issued
and 38,136,237 and 19,027,648 outstanding			41,816			22,708
Treasury stock (at cost, 3,679,775 shares)			—			—
Additional paid-in capital			9,815,902			5,388,384
Accumulated deficit			(8,641,820	)		(6,920,216	)
Accumulated comprehensive income			22,237			—
TOTAL SHAREHOLDERS’ EQUITY			1,238,135			(1,509,124	)
		$	17,114,378		$	30,434

See notes to condensed consolidated financial statements.

1

a21, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		Three months ended, September 30,						Nine months ended, September 30,
		2004			2003			2004			2003
REVENUE		$	2,076,995		$	—		$	5,402,160		$	—
COST OF REVENUE			609,884			—			1,597,131			—
GROSS PROFIT			1,467,111			—			3,805,029			—
EXPENSES:
Selling, general and administrative			2,020,488			351,930			4,365,988			897,654
Write-off of website development costs			—			76,700			—			76,700
Depreciation and amortization			250,932			9,667			674,785			35,118
Interest expense, net			403,399			17,909			765,860			69,536
TOTAL EXPENSES			2,674,819			456,206			5,806,633			1,079,008
TOTAL OPERATING LOSS			(1,207,708	)		(456,206	)		(2,001,604	)		(1,079,008	)
Income tax benefit			280,000			—			280,000			—
NET LOSS			(927,708	)		(456,206	)		(1,721,604	)		(1,079,008	)
COMPREHENSIVE LOSS
Foreign currency translation adjustment			4,338			—			22,237			—
TOTAL COMPREHENSIVE LOSS		$	(923,370	)	$	(456,206	)	$	(1,699,367	)	$	(1,079,008	)
NET LOSS PER SHARE, BASIC AND DILUTED		$	(0.02	)	$	(0.02	)	$	(0.05	)	$	(0.07	)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING, BASIC AND DILUTED			38,115,732			18,354,399			34,000,866			15,893,575

See notes to condensed consolidated financial statements.

2

a21, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		Nine months ended, September 30,
		2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(1,721,604	)	$	(1,079,008	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation & amortization			674,785			35,118
Amortization of finance costs			339,563			—
Compensation from prior issuance of variable options			161,102			—
Compensation from the issuance of options			48,058			(20,741	)
Consulting fee from the issuance of options and warrants			—			13,980
Loss from valuation of investments			—			76,700
Financing costs from issuance of warrants			—			27,588
Common stock issued for services			20,850			397,263
Changes in:
Accounts receivable			(99,383	)		—
Prepaid expenses & other current assets			4,875			—
Other assets			176,400			145,397
Subtenant deposit			61,633			—
Accounts payable and accrued expenses			(138,485	)		—
Deferred income taxes			(697,108	)		—
Income taxes payable			312,496			—
NET CASH USED IN OPERATING ACTIVITIES			(856,818	)		(403,703	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in acquisition of SuperStock, net of cash balance of SuperStock at date of acquisition in the amount of $1,150,653			(1,417,442	)		—
Notes receivables			3,145			—
Investment in property and equipment			(294,097	)		—
Long term deposits			(600,000	)		—
NET CASH USED IN INVESTING ACTIVITIES			(2,308,394	)		—
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of land and building accounted for as a loan payable			7,516,251			—
Lease payments accounted for as repayment of loan payable			(61,505	)
Net proceeds from sale of common stock and warrants			2,790,000			—
Proceeds from issuance of unsecured notes payable and warrants			1,050,000			—
Proceeds from issuance of convertible subordinated notes payable and warrants			1,250,000			—
Proceeds from notes payable - shareholders			—			137,000
Repayment of revolving credit line			(1,700,000	)		—
Repayment of seller note payable			(1,576,250	)		—
Repayment of notes payable to affiliates			(159,946	)		—
Sales of common stock			—			260,000
Principal payment of long-term debt			(4,553,965	)		—
NET CASH PROVIDED BY FINANCING ACTIVITIES			4,554,585			397,000
NET EFFECT OF CUMULATIVE TRANSLATION ADJUSTMENTS			22,237			—

3 

NET INCREASE IN CASH		1,411,610			(6,703		)
CASH AT BEGINNING OF PERIOD		702			8,590
CASH AT END OF PERIOD		$	1,412,312		$	1,887
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid		$	108,455			—
Interest paid			65,348			—
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
Issuance of equity for:
Repayment of notes payable to affiliates		$	424,320			—
Issuance of common stock for accrued interest on notes payable to affiliates			50,680			—
Issuance of warrants for accrued compensation			136,250			—
Issuance of options for placement costs in connection with the sale of common stock			13,035			—
Issuance of options to sellers as part of acquisition cost of SuperStock			136,500			—
Issuance of common stock for payment of other liabilities and accruals			450			22,000
Issuance of notes payable for accounts payable			—			89,770
Paid-in capital contributed from general release of accrued compensation by employee Stockholder			—			45,000
Deferred compensation			—			93,860
Debt discount recorded for the issuance of warrants in connection with unsecured note payable and convertible subordinated notes payable			582,510			—
Issuance of warrants as part of acquisition costs of SuperStock			83,322			—
Note payable to sellers on acquisition of SuperStock			1,576,250			—
Accrued purchase price payable			300,000			—
Minority interest			2,800,085			—
Acquisition of SuperStock (Note C)			7,477,287			—
Adjustment to goodwill for reduction in valuation allowance for tax asset			484,000			—

See notes to condensed consolidated financial statements.

 

4

a21, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

September 30, 2004

(Unaudited)

NOTE A - FINANCIAL STATEMENT PRESENTATION

The unaudited condensed consolidated financial statements of a21, Inc. and subsidiaries (the “Company”) herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, reflect all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position at September 30, 2004 and the results of operations for the interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such SEC rules and regulations. Results of operations for interim periods are not necessarily indicative of those to be achieved for full fiscal years. These condensed consolidated financial statements have been presented on a going concern basis and do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s annual report on Form 10-KSB for the year ended December 31, 2003 filed with the Securities and Exchange Commission. The independent auditors’ report on such financial statements expressed substantial doubt about the Company’s ability to continue as a going concern. In February 2004, the Company completed the acquisition of SuperStock, Inc. referred to in Note C and in June 2004, sold SuperStock’s land and building for approximately $7.68 million and leased it back. Such transaction was accounted for as a financing transaction (see Note K). The proceeds were used to repay a bank note payable of approximately $4 million that was secured by a first mortgage on the facility and to repay other indebtedness. As of September 30, 2004, the Company had a working capital deficit of $908,474.

Through February 29, 2004, the Company was considered a development stage enterprise in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises.” As a result of its acquisition of SuperStock, Inc. and subsidiaries (“SuperStock”) on February 29, 2004, the Company commenced planned principal operations and as such, it is no longer considered to be a development stage enterprise in accordance with SFAS No. 7.

The unaudited condensed consolidated financial statements of the Company include the accounts of SuperStock from the acquisition date of February 29, 2004. The minority interest in the condensed consolidated balance sheet at September 30, 2004, represents the interest of the holders of preferred shares of SuperStock, which are exchangeable into common shares of the a21, Inc. The minority interest was valued at the estimated market value of the a21, Inc. shares at the acquisition date as if exchanged.

NOTE B - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1] Nature of Business:

The Company produces, licenses, and acquires stock photography for worldwide distribution to advertisers and publishers through license and sublicense agreements.

[2] Principles of consolidation:

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated.

[3] Revenue recognition:

The license fees earned by the Company from reproductions are affected by the manner in which they are used by clients. Accordingly, licensing revenues are recognized when a client licenses a reproduction and the Company is notified as to the manner in which it will be used. Revenues from catalog sales are recognized when the completed catalogs are shipped.

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[4] Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

[5] Fair value of financial instruments:

The Company’s financial instruments consist primarily of cash, accounts payable and accrued expenses and short-term debt, which approximate fair value because of their short maturities. The carrying amount of long-term debt approximates fair value due to the market rate of interest incurred by the Company. The fair value of the Company’s notes payable to shareholders and an affiliated company are not reasonably determinable based on the related party nature of the transactions.

[6] Cash and cash equivalents:

The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

[7] Property and equipment:

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method over the assets’ estimated lives ranging from 3 to 20 years. Upon sale or retirement of plant and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations. Land and building, which were sold and leased back in a transaction accounted for as a financing (see Note K), are being depreciated over the twenty-year term of the related lease.

[8] Photo collection:

In connection with the acquisition of SuperStock, $2,862,508 was allocated to the photo collection. Expenditures for additions and betterments to the collection are capitalized. Depreciation of the photo collection is computed by the straight-line method over the assets’ estimated lives of 4 to 40 years. Upon sale or retirement of any portion of the collection, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

[9] Long-lived assets:

The Company evaluates its long-lived assets in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” pursuant to which an impairment loss is recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value.

[10] Goodwill:

The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets.” This statement required the Company to test the goodwill balance for impairment annually and between annual tests in certain circumstance. When assessing impairment, the Company must estimate the implied fair value of the goodwill. The Company estimates the implied fair value based on a discounted cash flow model that involves significant assumptions and estimates based on management’s best judgments of current and future circumstances, including currently enacted tax laws, our future weighted average cost of capital, and our future financial performance. As circumstances change, it is reasonably possible that future goodwill impairment tests could result in a loss on impairment of assets, which would be included in the determination of net income (loss).

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[11] Income taxes:

The Company uses the asset and liability method of accounting for deferred income taxes. Deferred income taxes are measured by applying enacted statutory rates to net operating loss carry-forwards and to the differences between the financial reporting and tax bases of assets and liabilities. Deferred tax assets are reduced, if necessary, by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

[12] Net income (loss) per share:

The Company calculates net income (loss) per share in accordance with the provisions of SFAS No. 128, “Earnings Per Share.” SFAS No. 128 requires a dual presentation of “basic” and “diluted” income (loss) per share on the face of the statements of operations. Basic income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted income (loss) per share includes the effect, if any, from the potential exercise or conversion of securities, such as stock options and warrants, which would result in the issuance of incremental shares of common stock. For the 9 months ended September 30, 2004 and 2003, the basic and diluted net loss per share is the same since the effect from the potential exercise of outstanding stock options and warrants would have been anti-dilutive. The Seller Preferred have also been excluded from the computation of basic and diluted net loss per share for the quarter ended September 30, 2004.

NOTE C - ACQUISITION OF SUPERSTOCK, INC.

In February 2004, the Company completed the acquisition of SuperStock, a licensor of stock images to primarily the advertising and publishing industries. SuperStock’s primary assets include images that it either owns or licenses from third parties, a facility in Jacksonville, Florida (“SuperStock Facility”), accounts receivable and cash. In consideration for all of the outstanding common stock of SuperStock, the Company paid (i) $2,601,000 in cash; (ii) $1,576,000 in the form of a promissory note at an interest rate starting at LIBOR plus 1.9% (“Seller Note”); (iii) 1,667,000 shares of non-voting participating preferred stock of SuperStock (“Seller Preferred”), which is exchangeable for 5,000,151 shares of the Company’s common stock; and (iv) warrants to purchase 160,000 shares of the Company’s common stock at $0.56 per share. The purchase price is subject to adjustments based on the finalization of SuperStock’s closing balance sheet. The sellers may also receive up to an additional $1,200,000 in cash if SuperStock’s revenue meets projections for the four-year period after the date of the acquisition, $300,000 of which is reflected as accrued purchase price in the accompanying condensed consolidated balance sheet because management believes that such portion of the contingency is likely to be met. The sellers may also receive an additional $300,000 and additional equity compensation if revenue exceeds projections. The principal on the Seller Notes became due on and the sale of SuperStock’s land and building in June 2004, and was paid in full.

In addition, the Company repaid a $1,700,000 credit facility of SuperStock and paid down $500,000 of a note secured by a first mortgage on SuperStock’s land and building. This reduced the principal balance on the note secured by a first mortgage to $4,054,000 at an interest rate of LIBOR plus 1.9% payable monthly plus principal. As part of the transaction, the sellers and their advisors also purchased 574,000 shares of the Company’s common stock for $150,000.

The following summarizes the preliminary estimates for the values of the assets acquired and liabilities assumed at the date of acquisition. Such amounts are subject to adjustment pending receipt of additional valuation data which the Company is in the process of obtaining.

 7

Current assets		$	2,472,866
Photo collection			2,862,508
Land and building			7,572,486
Property and equipment			469,304
Goodwill			3,453,461
Other assets			342,087
Note payable to bank - current			(4,553,965	)
Other current liabilities			(3,271,328	)
Deferred income taxes			(1,970,131	)
		$	7,477,287

Results of operations of Superstock are included with the accompanying financial statements from February 29, 2004, the date of acquisition. The following proforma information gives effect to the acquisition as if it had occurred on the first day of each of the periods ended September 30, 2004 and 2003.

		Three months ended, September 30,			Nine months ended, September 30,
		2003			2004			2003
Total revenues		$	2,189,409		$	6,923,687		$	6,968,293
Net loss			(501,259	)		(1,727,932	)		(1,888,843	)
Basic and diluted net loss per common share per common share		$	(0.01	)	$	(0.05	)	$	(0.05	)

NOTE D - MINORITY INTEREST

As part of the financing to acquire all of the voting common stock, representing 83% of the outstanding equity of SuperStock, in consideration for the sale and purchase of such shares, the sellers received 1,666,717 shares of non-voting participating preferred stock of SuperStock, which is exchangeable for 5,000,151 shares of a21 common stock. The preferred stock has no voting rights, pays no dividend, and, except for exchange rights into a21 common stock, it has no other special rights except in liquidation. In liquidation, it is senior to the common stock of SuperStock and has distribution rights to the greater of $4.25 million or 17% of the total liquidation distributions after creditors.

The minority interest is valued as if it was exchanged into a21 common stock at the closing price on the day of the acquisition.

NOTE E - NOTE PAYABLE TO BANK

The long-term note payable to bank in the amount of $3,995,983 plus accrued interest of $8,744 was paid in full as part of the sale of the SuperStock Facility.

NOTE F - STOCK-BASED COMPENSATION

The Company accounts for stock-based employee compensation under Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. The Company has adopted the disclosure-only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” and SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure.” The Company follows the fair value-based method to account for awards to non-employees. The following table illustrates the effect on net loss and loss per share if the fair value based method had been applied to all awards.

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		Three months ended September 30,						Ninr months ended September 30,
		2004			2003			2004			2003
Reported net loss		$	(927,708	)	$	(456,206	)	$	(1,721,604	)	$	(1,079,008	)
Stock based employee compensation included in net loss			34,165			—			161,102			—
Stock-based employee compensation determined under the fair value based method			—			(21,461	)		18,448			(64,382	)
Pro forma net loss		$	(893,541	)	$	(477,667	)	$	(1,578,950	)	$	(1,143,390	)
Loss per share - basic and diluted
As reported		$	(0.02	)	$	(0.02	)	$	(0.05	)	$	(0.07	)
Pro forma		$	(0.02	)	$	(0.03	)	$	(0.05	)	$	(0.07	)

The fair value of each option is measured at the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions used for stock options granted during the 3 and 6 months ended September 30, 2004: annual dividends of $0.00; expected volatility of 80%; risk free interest rate of 3%, and expected life of five years and for the 3 and 6 months ended, September 30, 2003: annual dividends of $0.00; expected volatility of 308%; risk free interest rate of 4%, and expected life of five years.

Compensation expense of $161,102 was recorded in the consolidated statements of operations for the 9 months ended September 30, 2004, pursuant to variable accounting for certain options.

NOTE G - OPERATING SEGMENTS

The Company operates domestically and internationally. The following table presents information about the Company’s domestic and international activity, including minority interest:

		Domestic			International			Total
Three months ended September 30, 2004:
Revenue		$	1,772,143		$	304,852		$	2,076,995
Segment loss			(893,588	)		(34,120	)		(927,708	)
Segment assets at September 30, 2004			16,742,114			372,264			17,114,378
Three months ended September 30, 2003:
Segment loss			(456,206	)		—			(456,206	)
Segment assets at September 30, 2003			32,284			—			32,284
Nine months ended September 30 2004:
Revenue			4,675,532			726,628			5,402,160
Segment loss			(1,625,365	)		(96,239	)		(1,721,604	)
Nine months ended September 30, 2003:
Segment loss			(1,079,008	)		—			(1,079,008	)

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NOTE H - FINANCINGS

In February 2004, the Company received aggregate gross proceeds of $5,900,000 in equity and debt financings.

The Company received proceeds of $3,000,000 (net proceeds of $2,790,000), and $600,000 of liabilities owed by the Company were exchanged, in connection with the issuance of 18,000,000 shares of common stock along with 5,508,000 warrants exercisable at $0.20 per share and 19,829,000 callable warrants exercisable at prices between $.225 and $1.35 per share. Pursuant to a registration rights agreement, these shareholders have certain registration rights, including a commitment by the Company to file a registration statement within 60 days of the closing of the transaction. The Company is also required to use its best efforts to cause the registration statement to be declared effective on the earlier of (i) 180 days following the closing date, (ii) 10 days following a “No Review” or similar letter from the SEC or (iii) the first day following the day the SEC determines that it is eligible to be declared effective, or the Company must pay liquidated damages at the rate of 12% per annum. The Company has not yet filed this registration statement. In addition, the Company issued 450,000 shares of common stock to an investment-banking firm in connection with the placement of the equity. The liabilities that were exchanged included $475,000 of notes payable to shareholders and $125,000 of accrued compensation due to the Company’s chairman and president.

The Company received $1,250,000 in connection with the issuance of a 2-year convertible subordinated note (due February 29, 2006) which accrues interest at 12% for the first 6 months, 13.5% for the next 12 months, and 15% for the last 6 months and is convertible into the Company’s common stock based on the fair value of the Company’s stock at the time of conversion, with a floor of $0.90 and a cap of $2.00 per share, along with 938,000 callable warrants exercisable at prices between $.45 and $1.35 per share. The accrual period for the note ends at the end of 9 months, and then is paid quarterly. The accrual interest amount was reduced 2% upon the sale of the SuperStock facility at which point there was no longer Senior Debt as per the agreement.

The Company allocated the proceeds received to the principal amount of the note and the warrants based upon the relative fair value method. The fair value of the warrants was determined using the Black Scholes pricing model. The difference between the proceeds allocated to, and the relative fair value of the notes, which amounted to $306,002, was recorded as debt discount and additional paid-in capital. The discount is being amortized over the two-year term of the note, and the balance of $1,033,249 at September 30, 2004 is presented net of the unamortized debt discount.

The Company received $1,050,000 in connection with the issuance of unsecured debt in the form of promissory notes, which accrue interest at 12% for up to 12 months along with 630,000 callable warrants at $0.45 per share. In addition, the Company issued 63,000 warrants exercisable at $0.45 per share to an investment-banking firm in connection with the placement of the unsecured debt. These notes mature on August 29, 2004, but provide for an automatic extension of six months. The fair value of the warrants, which amounted to $245,074, was determined using the Black Scholes pricing model and was recorded as debt discount and additional paid-in capital.

Since the notes were still outstanding as of August 29, 2004, then the number of shares of Common Stock shall be increased by 50% (315,000 callable warrants) at $0.45 per share. If the note is still outstanding as of February 29, 2005, then the number of shares of common stock shall be equal to the amount increased as of August 29, 2004 plus one-ninth for every month thereafter until the note is paid. The fair value of the warrants, which amounted to $31,433, was determined using the Black Scholes pricing model and was recorded as debt discount and additional paid-in capital. The discount is being amortized over the six-month term of the promissory notes, and the balance of $1,023,805 at September 30, 2004 is presented net of the unamortized debt discount.

NOTE I - RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2004, the Company repaid approximately $93,000 of notes payable and accrued interest to individual board members or entities affiliated with them. The Company also paid $62,500 for consulting fees to an entity affiliated with the chairman and chief executive officer.

During the nine months ended September 30, 2004, the Company issued 2,083,455 options exercisable at $0.30 per share to its chairman and president in consideration for past compensation.

NOTE J - OTHER

On July 1, 2004, the Company entered into a contract with the investor relations firm, Lippert / Heilshorn and Associates for the period July 1, 2004 - June 30, 2005.  Per the term of the contract, the Company has agreed to issue 40,000 shares of restricted common stock after the three month trial period ended September 30, 2004. The 40,000 shares were issued on October 27, 2004. 

NOTE K - SALE OF SUPERSTOCK LAND AND BUILDING

On June 30, 2004, the Company completed the sale and leaseback of the land and approximately 73,000 square foot building in which the Company’s headquarters are located in Jacksonville, Florida. The facility was sold for $7,680,000 and resulted in net proceeds of $7,516,251, of which $4,004,726 was used to repay a bank note that was secured by a first mortgage on the facility and $1,583,010 was used to repay other indebtedness. The building was leased back for a term of twenty years. The lease provides the Company with two five-year renewal options at specified payments.

Based on the terms of a subleasing arrangement, the transaction does not qualify for sale recognition and has been accounted for as a financing transaction pursuant to SFAS No. 98, "Accounting for Leases". Accordingly, the accompanying financial statements reflect the net proceeds from the sale of the land and building as a loan payable with an effective interest rate of 10.14% based on the payment terms of the lease. The land and building are included in property and equipment and are being depreciated on a straight-line basis over the twenty-year term of the lease.

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The following table summarizes the Company’s annual maturities under the loan payable as of September 30, 2004:

Year ending December 31,
2004 (subsequent to September 30)		$	(1,516	)
2005			1,197
2006			17,194
2007			35,212
2008			55,466
2009			80,269
Thereafter			7,266,924
			7,454,746
Less: current portion			—
Long-term portion		$	7,454,746

NOTE L - CHANGES IN PAID-IN-CAPITAL

		Common Stock						Treasury Stock
		Number of Shares			Amount			Number of Shares			Amount			Additional Paid-In Capital			Total
Balance, December 31, 2003			22,707,423		$	22,708			3,679,775		$	0		$	5,388,384		$	5,411,092
Issuance of common stock for cash in connection with
financing the acquisition of SuperStock			15,000,000			15,000									2,985,000			3,000,000
Issuance of common stock in settlement of accrued
Compensation			647,500			647									135,603			136,250
Issuance of common stock for repayment of notes payable
to affiliates and accrued interest thereon			2,375,000			2,375									472,625			475,000
Issuance of common stock to pay equity placement costs
incurred in connection with financing the acquisition of
SuperStock			450,000			450									(450	)		0
Issuance of common stock to the sellers of SuperStock
pursuant to the exercise of options granted in connection
with the acquisition of SuperStock			523,589			524									135,976			136,500
Issuance of common stock pursuant to the exercise
of options held by investment bankers for services
rendered in the connection with the acquisition of SuperStock			50,000			50									12,985			13,035
Issuance of common stock pursuant to consulting service			40,000			40									9,560			9,600
Agreement
Charge for equity placement costs incurred in connection
with the equity issuance to finance the acquisition
of SuperStock			—			—									(210,000	)		(210,000	)
Charge for the cost of variable option compensation			—			—									161,102			161,102
Issuance of warrants to the holders of unsecured notes
payable and the convertible subordinated notes payable,
which warrants were issued pursuant to the financing of
the acquisition of SuperStock			—			—									551,075			551,075
Issuance of options for consulting services rendered			—			—									48,058			48,058
Issuance of warrants for costs incurred in connection with
the acquisition of SuperStock			—			—									83,322			83,322
Issuance of common stock in settlement of accrued
Compensation			22,500			22									11,228			11,250
Issuance of additional warrants to the holders of unsecured
notes payable, which warrants were issued pursuant to the
financing of the acquisition of SuperStock			—			—									31,434			31,434
			41,816,012		$	41,816			3,679,775		$	0		$	9,815,902		$	9,857,718

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NOTE M - SUBLEASE AGREEMENT

The company has entered into an agreement to sublease 40,000 square feet of its 73,000 square foot Jacksonville, FL headquarters to Recruitmax Software, Inc., a human resources software company. Under the terms of the sublease agreement, Recruitmax will pay the Company $3.5 million over a six-year period. The Company acquired the land and building in February 2004 with the acquisition of SuperStock, Inc. In June 2004, a21 closed the sale of the land and building for net proceeds of $7.5 million and leased back the building for a twenty-year term.

NOTE N - INCOME TAXES

The tax benefit of $280,000 arises out of the ability to use current period operating losses against the taxable gain due to the sale of the SuperStock building and the reduction in the deferred tax liability associated with the difference in book and tax basis in the photo collection.

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

The following discussion should be read in conjunction with the information contained in the financial statements of the Company and the notes thereto appearing elsewhere herein and in conjunction with the Management’s Discussion and Analysis set forth in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2003.

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Form 10-QSB that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about the Company’s expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “the Company believes,” “management believes” and similar words or phrases. The forward-looking statements are based on the Company’s current expectations and are subject to certain risks, uncertainties and assumptions. The Company’s actual results could differ materially from results anticipated in these forward-looking statements. All forward-looking statements included in this document are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statements.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2003

REVENUES. Revenues were $2,076,995 in the three months ended September 30, 2004 compared to $0 in the three months ended September 30, 2003. The increase in revenues in the quarter ended September 30, 2004 is attributable to SuperStock.

COST OF REVENUES. Cost of revenues was $609,884 in the three months ended September 30, 2004 compared to $0 in the three months ended September 30, 2003. As a percentage of revenues, cost of revenues were 30% in the three months ended September 30, 2004 and gross profit was 70%. Since the Company had no revenue or gross profit for the three months ended September 30, 2003, other comparisons are not applicable.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses were $2,020,488 in the three months ended September 30, 2004 compared to $351,930 in the three months ended September 30, 2003. This increase was primarily attributable to the acquisition of SuperStock and the underlying general and administrative expenses for its operations.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization was $250,932 in the three months ended September 30, 2004 as compared to $9,667 in the three months ended September 30, 2003. This increase was primarily attributable to the acquisition of SuperStock.

NET INTEREST EXPENSE. Interest expense was $403,399 in the three months ended September 30, 2004 as compared to $17,909 in the three months ended September 30, 2003. This increase is attributable to the amortization of debt discount and additional interest due on unsecured notes payable, convertible subordinated notes payable, a note payable to the selling shareholders of SuperStock and the assumption of a note secured by a first mortgage on the Company’s headquarters building all in connection with the acquisition of SuperStock.

INCOME TAX BENEFIT. Income tax benefit was $280,000 in the three months ended September 30, 2004 as compared to $0 in the three months ended September 30, 2003. The tax benefit of $280,000 arises out of the ability to use current period operating losses against the taxable gain due to the sale of the SuperStock building and the reduction in the deferred tax liability associated with the difference in book and tax basis in the photo collection.

NET LOSS. Net loss was $927,708 or $0.02 per share in the three months ended September 30, 2004 as compared to net loss of $456,206 or $0.02 per share in the three-month period ended September 30, 2003. The increase in net loss is principally due to the acquisition of SuperStock.

 

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NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2003

During the nine months ended September 30, 2004, the Company completed debt and equity financings, and acquired SuperStock, and subsidiaries on February 29, 2004. Prior to the acquisition, the Company was building its business plan, recruiting a management team, and reviewing potential acquisitions.

REVENUES. Revenues were $5,402,160 in the nine months ended September 30, 2004 compared to $0 in the nine months ended September 30, 2003. The increase in revenues in the nine months ended September 30, 2004 is attributable to SuperStock for the period from February 29, 2004 through September 30, 2004.

COST OF REVENUES. Cost of revenues was $1,597,131 in the nine months ended September 30, 2004 compared to $0 in the nine months ended September 30, 2003. As a percentage of revenues, cost of revenues was 30% in the nine months ended September 30, 2004 and gross profit was 70%. Since the Company had no revenue or gross profit for the nine months ended September 30, 2003, other comparisons are not applicable.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses were $4,365,988 in the nine months ended September 30, 2004 compared to $897,654 in the nine months ended September 30, 2003. This increase was primarily attributable to the acquisition of SuperStock and the underlying general and administrative expenses for its operations.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization was $674,785 in the nine months ended September 30, 2004 as compared to $35,118 in the nine months ended September 30, 2003. This increase was primarily attributable to the acquisition of SuperStock.

NET INTEREST EXPENSE. Interest expense was $765,860 in the nine months ended September 30, 2004 as compared to $69,536 in the nine months ended September 30, 2003. This increase is attributable to the amortization of debt discount and additional interest due on unsecured notes payable, convertible subordinated notes payable, a note payable to the selling shareholders of SuperStock and the assumption of a note secured by a first mortgage on the Company’s headquarters building all in connection with the acquisition of SuperStock.

INCOME TAX BENEFIT. Income tax benefit was $280,000 in the nine months ended September 30, 2004 as compared to $0 in the nine months ended September 30, 2003. The tax benefit of $280,000 arises out of the ability to use current period operating losses against the taxable gain due to the sale of the SuperStock building and the reduction in the deferred tax liability associated with the difference in book and tax basis in the photo collection.

NET LOSS. Net loss was $1,721,604 or $0.05 per share in the nine months ended September 30, 2004 as compared to net loss of $1,079,008 or $0.07 per share in the nine month period ended September 30, 2003. The increase in net loss is principally due to from the acquisition of SuperStock.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2004, the Company had $1,412,312 of cash and a working capital deficit of $908,474 as compared to $702 in cash and a working capital deficit of $1,538,856 at December 31, 2003.

Net cash used in operating activities for the nine months ended September 30, 2004 was $861,650 as compared to net cash used in operating activities of $403,703 for the nine months ended September 30, 2003. Net cash used in operating activities in the nine months ended September 30, 2004 was due primarily to the net loss of $1,721,604 adjusted for $161,102 of variable option compensation, $339,563 of amortization of finance costs and $674,785 of depreciation and amortization, in addition to a decrease in the deferred income tax liability of $697,108, a decrease in accounts payable and accrued expenses of $138,185, and an increase accounts receivable of $99,383. Net cash used in operating activities in the nine months ended September 30, 2003 was principally due to the net loss of $1,079,008 adjusted for by common stock issued for services in the amount of $397,263, partially offset by a decrease in other assets of $145,397

Net cash used in investing activities for the nine months ended September 30, 2004 was $2,303,562 as compared to net cash used in investing activities for the nine months ended September 30, 2003 of $0. Net cash used in investing activities in the nine months ended September 30, 2004 was primarily from the net cash investment in the acquisition of SuperStock, Inc. in the amount of $1,417,442, an investment in property and equipment of $294,097 and an increase in long term deposits of $600,000.

 

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Net cash provided by financing activities for the nine months ended September 30, 2004 was $4,554,585 as compared to net cash provided by financing activities of $397,000 for the nine months ended September 30, 2003. Net cash provided by financing activities in the nine months ended September 30, 2004 was primarily from the net proceeds from the sale of SuperStock’s land and building in the amount of $7,516,251, the net proceeds of $2,790,000 in connection with the issuance of common stock and warrants, and proceeds of $2,300,000 from the issuance of notes payable and warrants, partially offset by the repayment a $1,700,000 credit line and the payment of debt in the amount of $6,130,214 in connection with the sale of the SuperStock land and building. Net cash provided by financing activities in the nine months ended September 30, 2003 was from notes payable to affiliates and the sale of common stock.

The independent auditors’ report on the Company’s financial statements for the year ended December 31, 2003 expressed substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred net losses since its inception. Since the Company’s acquisition of SuperStock, the Company has significantly reduced its consolidated debt (excluding the sale leaseback transaction which was accounted for as a financing transaction), and has reduced its working capital deficit.

To increase its cash and retire debt, the Company completed the sale of its headquarters facility for approximately $7.68 million to an institutional investor and leased the facility back from the buyer, which was accounted for as a financing transaction. The Company repaid a $4 million note secured by a first mortgage on the facility, which was due within 12 months, and $1.6 million of long-term debt. The Company will use the balance of the proceeds to repay other indebtedness and/or for working capital for operations and/or acquisitions.

While the Company believes its current capital along with its plans to obtain additional capital resources will be sufficient for the next 12 months based on current operations, there can be no guarantee that the Company will have sufficient capital or will be able to obtain sufficient capital to meet its operational obligations or execute its business plan, which includes both internal growth and growth by acquisitions.

OFF-BALANCE SHEET ARRANGEMENTS

Not applicable.

RECENTLY ISSUED FINANCIAL STANDARDS

The Company believes that recently issued financial standards will not have a significant impact on its results of operations, financial position or cash flows.

ITEM 3. CONTROLS AND PROCEDURES

Under the supervision and with the participation of a21’s management, including a21’s principal executive officer and principal financial officer, a21 conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, a21’s principal executive officer and principal financial officer concluded as of the evaluation date that a21’s disclosure controls and procedures were effective such that the material information required to be included in a21’s Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to a21, including its consolidating subsidiaries, and was made known to them by others within those entities, particularly during the period when this report was being prepared.

Additionally, there were no significant changes in a21’s internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. a21 has not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.

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PART II - OTHER INFORMATION ITEM

ITEM 1. LEGAL PROCEEDINGS

Not applicable.

ITEM 2. CHANGES IN SECURITIES AND ISSUER PURCHASES OF EQUITY SECURITIES

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

ITEM 5. OTHER INFORMATION

The Company entered into a contract with the investor firm Lippert/Heilshorn and Associates for the period July 1, 2004 – June 30, 2005. Per the terms of the contract, the Company agreed to issue 40,000 shares of its restricted common stock after the three month trial period ended September 30, 2004. The 40,000 shares of restricted common stock were issued to Lippert/Heilshorn on October 27, 2004.

ITEM 6. EXHIBITS

(a) Exhibits

The following exhibits are filed as part of this report:

EXHIBIT NUMBER	DESCRIPTION
31.1*	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	a21, Inc.
Date: November 15, 2004	By: /s/ Albert H. Pleus
	Albert H. Pleus Chairman and Chief Executive Officer (Principal Executive Officer)
Date: November 15, 2004	By: /s/ Jose Perez
	Jose Perez Vice President of Finance (Principal Financial Officer)

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