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Delaware
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(State
or Other Jurisdiction of Incorporation or
Organization)
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74-2896910
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(I.R.S.
Employer Identification No.)
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| (1) |
Our
Amended Annual Report on Form 10-KSB/A for the fiscal year ended
December
31, 2005,
as filed with the SEC;
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| (2) |
Our
Amendment No. 1 to the Quarterly Report on Form 10-QSB/A for the
quarter
ended March 31, 2006, as filed with the
SEC;
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| (3) |
Our
Amendment No. 1 to the Quarterly Report on Form 10-QSB/A for the
quarter
ended June 30, 2006, as filed with the
SEC;
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| (4) |
Our
Quarterly Report on Form 10-QSB for the quarter ended September 30,
2006,
as filed with the SEC;
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| (5) |
Pages
F-2 to F-37 in our Registration Statement on Form SB-2, as filed
with the
SEC on December 29, 2006, relating to our consolidated financial
statements as of and for the years ended December 31, 2005 and
2004;
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| (6) |
Our
Current Report on Form 8-K dated January 3, 2006, as filed with the
SEC;
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| (7) |
Our
Current Report on Form 8-K dated March 6, 2006, as filed with the
SEC;
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| (8) |
Our
Current Report on Form 8-K dated March 14, 2006, as filed with the
SEC;
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| (9) |
Our
Current Report on Form 8-K dated April 17, 2006, as filed with the
SEC;
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| (10) |
Our
Current Report on Form 8-K dated April 27, 2006, as filed with the
SEC;
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| (11) |
Our
Current Report on Form 8-K dated May 15, 2006, as filed with the
SEC;
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| (12) |
Our
Amended Current Report on Form 8-K/A dated May 15, 2006, as filed
with the
SEC;
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| (13) |
Our
Current Report on Form 8-K dated June 6, 2006, as filed with the
SEC;
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| (14) |
Our
Current Report on Form 8-K dated June 19, 2006, as filed with the
SEC;
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| (15) |
Our
Current Report on Form 8-K dated June 27, 2006, as filed with the
SEC;
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| (16) |
Our
Current Report on Form 8-K dated July 20, 2006, as filed with the
SEC;
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| (17) |
Our
Current Report on Form 8-K dated July 31, 2006, as filed with the
SEC;
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| (18) |
Our
Current Report on Form 8-K dated September 28, 2006, as filed with
the
SEC;
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| (19) |
Our
Current Report on Form 8-K dated November 20, 2006, as filed with
the
SEC;
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| (20) |
Our
Current Report on Form 8-K dated January 8, 2007, as filed with the
SEC;
and
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| (21) |
The
description of our common stock contained in our Quarterly
Report on Form 10-QSB for the quarter ended September 30, 2006.
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EXHIBIT
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NUMBER
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DESCRIPTION
OF EXHIBIT
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4.1
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Articles
of Incorporation of the Registrant (incorporated herein by reference
to
Appendix C to the Registrant’s Definitive Information Statement, filed
July 11, 2006).
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4.2
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By-laws
of the Registrant, as amended to date (incorporated herein by reference
to
Appendix C to the Registrant’s Definitive Information Statement, filed
July 11, 2006).
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4.3
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2002
Directors, Officers and Consultants Stock Option, Stock Warrant and
Stock
Award Plan (incorporated herein by reference to Exhibit No. 4.1 to
Registrant's Registration Statement on Form S-8, filed on April 25,
2002).
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4.4
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Amendment
No. 1 to a21, Inc. 2002 Directors, Officers and Consultants Stock
Option,
Stock Warrant and Stock Award Plan (incorporated herein by reference
to
Exhibit No. 4.5 to Registrant's Registration Statement on Form S-8,
filed
on July 18, 2002).
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5.1
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Opinion
of Warshaw Burstein Cohen Schlesinger & Kuh, LLP (incorporated
herein by reference to Exhibit 5.1 to the Registrants Registration
Statement on Form S-8, filed on July 18, 2002)
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5.2
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Opinion of Sonfield and Sonfield (incorporated herein by reference to Exhibit 5 to the Registrants Registration Statement on Form S-8, filed on April 25, 2002) | |
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23.1
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Consent
of BDO Seidman, LLP
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23.2
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Consent
of Eisner LLP
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23.3
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Consent
of Baker Tilly
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23.4
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Consent
of KPMG LLP
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23.5
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Consent of
Warshaw Burstein Cohen Schlesinger & Kuh, LLP (included in
Exhibit 5.1)
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23.6
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Consent of Sonfield and Sonfield (included in Exhibit 5.2) | |
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24.1
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Power
of Attorney (included as part of the signature page of this registration
statement).
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| (1) |
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration statement to:
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| (i) |
Include
any prospectus required by Section 10(a)(3) of the Securities Act
of
1933;
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| (ii) |
Reflect
in the prospectus any facts or events which, individually or in the
aggregate, represent a fundamental change in the information set
forth in
the registration statement. Notwithstanding the foregoing, any increase
or
decrease in volume of securities offered (if the total dollar value
of
securities offered would not exceed that which was registered) and
any
deviation from the low or high end of the estimated maximum offering
range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration
statement.
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| (iii) |
Include
any material information with respect to the plan of distribution
not
previously disclosed in this registration statement or any material
change
to such information in the registration statement;
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| (2) |
That,
for determining liability under the Securities Act of 1933, treat
each
post-effective amendment as a new registration statement relating
to the
securities offered, and the offering of the securities at that time
to be
the initial bona fide offering
thereof.
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| (3) |
To
file a post-effective amendment to remove from registration any of
the
securities that remain unsold at the end of the
offering.
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| (4) |
That,
for determining liability of the undersigned Registrant under the
Securities Act to any purchaser in the initial distribution of the
securities, the undersigned Registrant undertakes that in a primary
offering of securities of the undersigned Registrant pursuant to
this
registration statement, regardless of the underwriting method used
to sell
the securities to the purchaser, if the securities are offered or
sold to
such purchaser by means of any of the following communications, the
undersigned Registrant will be a seller to the purchaser and will
be
considered to offer or sell such securities to such
purchaser:
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| (i) |
Any
preliminary prospectus or prospectus of the undersigned Registrant
relating
to the offering required to be filed pursuant to;
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| (ii) |
Any
free writing prospectus relating to the offering prepared by or on
behalf
of the undersigned Registrant or used or referred to by the undersigned
Registrant;
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| (iii) |
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant
or its
securities provided by or on behalf of the undersigned Registrant;
and
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| (iv) |
Any
other communication that is an offer in the offering made by the
undersigned Registrant to
the purchaser.
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| (5) |
That,
for purposes of determining any liability under the Securities Act
of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating
to
the securities offered therein, and the offering of such securities
at
that time shall be deemed to be the initial bona fide offering thereof.
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| (6) |
Insofar
as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons
of
the Registrant pursuant to the foregoing provisions, or otherwise,
the
Registrant has been advised that, in the opinion of the Securities
and
Exchange Commission, such indemnification is against public policy
as
expressed in the Act and is, therefore, unenforceable. In the event
that a
claim for indemnification against such liabilities (other than the
payment
by the Registrant of expenses incurred or paid by a director, officer
or
controlling person of the Registrant in the successful defense of
any
action, suit or proceeding) is asserted by such director, officer
or
controlling person in connection with the securities being registered,
the
Registrant will, unless in the opinion of its counsel the matter
has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the
final
adjudication of such issue.
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| a21, INC. | ||
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| By: | /s/ John Z. Ferguson | |
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John Z. Ferguson |
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| Chief Executive Officer | ||
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SIGNATURE
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TITLE
(CAPACITY)
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| /s/ John Z. Ferguson |
Chief
Executive Officer (Principal Executive Officer), and
Director
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John
Z. Ferguson
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| /s/ Thomas Costanza |
Vice
President and Chief Financial Officer (Principal Financial and Accounting
Officer)
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Thomas
Costanza
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| /s/ Philip N. Garfinkle |
Executive
Chairman and Director
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Philip
N. Garfinkle
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| /s/ Ardell D. Albers |
Director
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Ardell
D. Albers
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| /s/ Laura B. Sachar |
Director
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Laura
B. Sachar
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| /s/ Albert H. Pleus |
Director
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Albert
H. Pleus
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| /s/ C. Donald Wiggins |
Director
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C.
Donald Wiggins
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EXHIBIT
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||
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NUMBER
|
DESCRIPTION
OF EXHIBIT
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|
|
4.1
|
Articles
of Incorporation of the Registrant (incorporated herein by reference
to
Appendix C to the Registrant’s Definitive Information Statement, filed
July 11, 2006).
|
|
|
4.2
|
By-laws
of the Registrant, as amended to date (incorporated herein by reference
to
Appendix C to the Registrant’s Definitive Information Statement, filed
July 11, 2006).
|
|
|
4.3
|
2002
Directors, Officers and Consultants Stock Option, Stock Warrant and
Stock
Award Plan (incorporated herein by reference to Exhibit No. 4.1 to
Registrant's Registration Statement on Form S-8, filed on April 25,
2002).
|
|
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4.4
|
Amendment
No. 1 to a21, Inc. 2002 Directors, Officers and Consultants Stock
Option,
Stock Warrant and Stock Award Plan (incorporated herein by reference
to
Exhibit No. 4.5 to Registrant's Registration Statement on Form S-8,
filed
on July 18, 2002).
|
|
|
5.1
|
Opinion
of Warshaw Burstein Cohen Schlesinger & Kuh, LLP (incorporated
herein by reference to Exhibit 5.1 to the Registrants Registration
Statement on Form S-8, filed on July 18, 2002)
|
|
|
5.2
|
Opinion of Sonfield and Sonfield (incorporated herein by reference to Exhibit 5 to the Registrants Registration Statement on Form S-8, filed on April 25, 2002) | |
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23.1
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Consent
of BDO Seidman, LLP
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23.2
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Consent
of Eisner LLP
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23.3
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Consent
of Baker Tilly
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23.4
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Consent
of KPMG LLP
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23.5
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Consent of
Warshaw Burstein Cohen Schlesinger & Kuh, LLP (included in
Exhibit 5.1)
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23.6
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Consent of Sonfield and Sonfield (included in Exhibit 5.2) | |
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24.1
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Power
of Attorney (included as part of the signature page of this registration
statement).
|