UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act 1934
Date
of Report: March 14, 2006
a21,
Inc.
(Exact
name of registrant as specified in its charter)
|
Texas
(State
or Other Jurisdiction of
Incorporation)
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000-51285
(Commission
File Number)
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74-2896910
(I.R.S.
Employer Identification No.)
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| |
|
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7660
Centurion Parkway, Jacksonville, Florida
(Address
of Principal Executive Offices)
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32256
(Zip
Code)
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Registrant’s
telephone number, including areas code: (904)
565-0066
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|
(Former
Name or Former Address, is Changed Since Last
Report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.02. Unregistered Sales of Equity Securities.
On
March
14, 2006, a21, Inc. (OTCBB: ATWO), a Texas corporation ("a21"), issued 2,522,648
shares of its common stock to the holders of a21’s Series A Convertible
Preferred Stock (the “Preferred Stock”) upon the conversion of the Preferred
Stock by the holders thereof. a21 originally issued the Preferred Stock in
connection with its acquisition of LCJ Acquisitions Limited, and its
subsidiaries Ingram Publishing Limited and Ingram 1001 Limited (collectively,
“Ingram”), on October 12, 2005. The Preferred Stock was converted into a21’s
common stock at a price per share of the common stock of $0.574, the average
of
the closing price of a21’s common stock for the 20 trading day period ending on
March 13, 2006, as required by the Ingram acquisition documents.
No
underwriting discounts or commissions were paid in connection with this
transaction. The Company issued the foregoing securities in reliance on Section
3(a)(9) of the Securities Act of 1933, as amended, since no commission or other
remuneration was paid in connection with the conversion.
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.
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a21,
INC. |
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Dated:
March 20, 2006
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By: |
/s/ Albert
H.
Pleus |
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Albert
H. Pleus |
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Chief
Executive Officer |