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: July 20, 2006
a21,
Inc.
(Exact
name of registrant as specified in its charter)
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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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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):
[
] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into Material Definitive Agreement.
On
July
20, 2006, the Board of Directors of a21, Inc. (the “Company”) increased the base
salary of Albert H. Pleus, the Company’s Chairman and CEO to $175,000 per year
and increased the base salary of Thomas Costanza, the Company’s Vice President
and Chief Financial Officer to $135,000 per year.
Item
3.02. Unregistered Sales of Equity Securities.
On
June
30, 2006, the Company issued 375,012 shares of its common stock upon the
conversion of 125,004 shares of the preferred stock of SuperStock, Inc.
(“SuperStock”) by one person. The Company did not receive any cash in connection
with the conversion. No fees were or will be paid to any party in connection
with the exchange of such securities. a21 will issue the foregoing securities
in
reliance on Section 4(2) of the Securities Act, based on the identity and number
of investors.
On
July
20, 2006, the Company issued 600,000 shares of its common stock upon the
conversion of 200,000 shares of the preferred stock of SuperStock. The Company
did not receive any cash in connection with the conversion. No fees were or
will
be paid to any party in connection with the exchange of such securities. a21
will issue the foregoing securities in reliance on Section 4(2) of the
Securities Act, based on the identity and number of investors.
On
July
25, 2006, in connection with the settlement of certain claims made by a
shareholder and three of his affiliates against the Company, the Company agreed
to issue 450,000 shares of its common stock in exchange for a general release
of
all claims such persons may have had against the Company. Such shares will
be
issued within ten days of the date of the settlement agreement. No fees were
or
will be paid to any party in connection with the exchange of such securities.
a21 will issue the foregoing securities in reliance on Section 4(2) of the
Securities Act, based on the identity and number of investors.
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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By: |
/s/ Albert
H.
Pleus |
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Albert
H. Pleus
Chief
Executive Officer
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Dated:
July 25, 2006
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