UNITED STATES

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, 2007

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File No.: 000-51285

---------

a21, INC.

(Exact Name of Small Business Issuer as Specified in its Charter)

DELAWARE                            74-2896910

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

(State or Other Jurisdiction of            (I.R.S. Employer

Incorporation or Organization)          Identification Number)

7660 CENTURION PARKWAY, JACKSONVILLE, FLORIDA 32256

(Principal Executive Office)

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

Check whether the Issuer (1) 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] No [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

There were 87,990,589 shares of a21's common stock outstanding on November 8, 2007.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION		2
ITEM 1.   FINANCIAL STATEMENTS (unaudited)		2
Condensed Consolidated Balance Sheets at September 30, 2007 and December 31, 2006		2
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2007 and 2006		4
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Capital Deficit) for the nine months ended September 30, 2007		5
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2007 and 2006		6
Notes to Condensed Consolidated Financial Statements		8
ITEM 2.          MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND     RESULTS OF OPERATIONS (MD&A)		26
ITEM 3.          CONTROLS AND PROCEDURES		30
PART II – OTHER INFORMATION		31
ITEM 1.          LEGAL PROCEEDINGS		31
ITEM 2.          UNREGISTERED SALES  OF EQUITY SECURITIES AND USE OF PROCEEDS		31
ITEM 3.          DEFAULTS UPON SENIOR SECURITIES		31
ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		31
ITEM 5.          OTHER INFORMATION		31
ITEM 6.          EXHIBITS		32

Page 1

a21, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in thousands, except per share amounts)
(unaudited)
		September 30,				December 31,
		2007				2006
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	2,810			$	5,455
Accounts receivable, net allowance for doubtful accounts of $243 and $108, at September 30, 2007 and December 31, 2006, respectively			2,652				2,773
Inventory			816				844
Prepaid expenses and other current assets			641				441
Total current assets			6,919				9,513
Property, plant and equipment, net			6,883				7,300
Goodwill			8,778				8,648
Intangible assets, net			4,858				5,232
Restricted cash			750				750
Other			2,456				3,171
Total assets		$	30,644			$	34,614
LIABILITIES AND STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	2,271			$	3,559
Royalties payable			1,308				1,288
Deferred revenue			422				242
Restructure liability			243				---
Other			100				124
Total current liabilities			4,344				5,213
LONG-TERM LIABILITIES
Senior secured convertible notes payable, net – related party			15,500				15,500
Secured notes payable, net – related party (ArtSelect Sellers)			2,555				2,499
Loan payable from sale-leaseback of building, less current portion			7,364				7,403
Other			68				112
Total liabilities		$	29,831			$	30,727

Page 2

a21, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
($ in thousands, except per share amounts)
(unaudited)
		September 30,				December 31,
		2007				2006
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST		$	1,071			$	2,254
STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
Common stock; $.001 par value; 200,000,000 shares authorized; 90,399,711 and 87,191,575 shares issued and 86,719,936 and 83,511,800 shares outstanding at September 30, 2007 and December 31, 2006, respectively			90				87
Treasury stock (at cost, 3,679,775 shares)			---				---
Additional paid-in capital			26,055				24,341
Accumulated deficit			(26,871	)			(23,286	)
Accumulated other comprehensive income			468				491
Total stockholders' equity (capital deficit)			(258	)			1,633
Total liabilities and stockholders' equity (capital deficit)		$	30,644			$	34,614
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Page 3

a21, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands except per share amounts)
(unaudited)
		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2007				2006				2007				2006
REVENUE
Licensing revenue		$	2,765			$	2,986			$	8,971			$	8,943
Product revenue			2,622				2,918				8,236				4,407
TOTAL REVENUE			5,387				5,904				17,207				13,350
COSTS AND EXPENSES
Cost of licensing revenue (excludes related amortization of $290 and $383 for three months, and $854 and $1,100 for nine months ended September 30, 2007 and 2006, respectively)			890				902				2,852				2,812
Cost of product revenue (excludes related amortization of $44 and $132 for three and nine months ended September 30, 2007)			1,285				1,366				3,936				2,060
Selling, general and administrative			3,298				3,461				10,607				10,056
Restructure costs, including severance			315				---				315				---
Depreciation and amortization			640				789				1,891				2,222
TOTAL OPERATING EXPENSES		$	6,428			$	6,518			$	19,601			$	17,150
OPERATING LOSS			(1,041	)			(614	)			(2,394	)			(3,800	)
Interest expense			(446	)			(448	)			(1,330	)			(1,248	)
Warrant income (expense)			---				29				(1	)			(62	)
Other income (expense), net			117				39				214				88
NET LOSS BEFORE INCOME TAX EXPENSE		$	(1,370	)		$	(994	)		$	(3,511	)		$	(5,022	)
Income tax expense			(23	)			(48	)			(74	)			(119	)
NET LOSS			(1,393	)			(1,042	)			(3,585	)			(5,141	)
Disproportionate deemed dividends			---				---				---				(157	)
Deemed dividend on convertible preferred stock			---				(336	)			---				(336	)
NET LOSS ATTRIBUTED TO COMMON STOCKHOLDERS		$	(1,393	)		$	(1,378	)		$	(3,585	)		$	(5,634	)
NET LOSS ATTRIBUTED TO COMMON STOCKHOLDERS PER SHARE, BASIC AND DILUTED		$	(0.02	)		$	(0.02	)		$	(0.04	)		$	(0.07	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED			86,719,936				81,692,872				86,576,086				79,226,938
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Page 4

a21, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS’ EQUITY (CAPITAL DEFICIT)
(in thousands)
(unaudited)
		COMMON STOCK								TREASURY STOCK
		NUMBER OF SHARES				AMOUNT				NUMBER OF SHARES				AMOUNT				ADDITIONAL PAID-IN CAPITAL				ACCUMULATED DEFICIT				ACCUMULATED OTHER COMPREHENSIVE INCOME				TOTAL
Balance at December 31, 2006			87,192			$	87				(3,680	)		$	---			$	24,341			$	(23,286	)		$	491			$	1,633
Stock options exercised			97				---				---				---				29				---				---				29
Stock warrants exercised			67				---				---				---				19				---				---				19
Share-based compensation			---				---				---				---				487				---				---				487
Issuance of common stock upon the conversion of SuperStock Seller Preferred stock			2,112				2				---				---				1,180				---				---				1,182
Vesting of restricted stock compensation			932				1				---				---				(1	)			---				---				---
Net loss			---				---				---				---				---				(3,585	)			---				(3,585	)
Foreign currency translation adjustment			---				---				---				---				---								(23	)			(23	)
Comprehensive loss			---				---				---				---				---				---				---				(3,608	)
Balance at September 30, 2007			90,400			$	90				(3,680	)		$	---			$	26,055			$	(26,871	)		$	468			$	(258	)
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements

Page 5

a21, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
(unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30,		2007				2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(3,585	)		$	(5,141	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			1,891				2,222
Share-based compensation			487				873
Other			101				355
Changes in assets and liabilities:
Accounts receivable			121				(272	)
Prepaid expenses and other current assets			(13	)			(528	)
Inventory			28				91
Accounts payable and accrued expenses			(881	)			621
Deferred revenue			179				58
Other			28				(286	)
NET CASH USED IN OPERATING ACTIVITIES		$	(1,644	)		$	(2,007	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of ArtSelect, net of cash acquired of $231			---				(4,542	)
Investment in property, plant and equipment			(44	)			(189	)
Investment in technology			(422	)			(281	)
SuperStock acquisition earn-out			(285	)			(206	)
Investment in photo collection			(311	)			(353	)
Restricted cash for lease deposit			---				(750	)
Other			(8	)			(19	)
NET CASH USED IN INVESTING ACTIVITIES		$	(1,070	)		$	(6,340	)

Page 6

a21, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
($ in thousands)
(unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30,		2007				2006
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from senior secured convertible notes payable – related party, net			---				15,285
Payment of senior secured notes payable – related party			---				(2,250	)
Payment of unsecured notes payable			---				(1,050	)
Net proceeds from the exercise of stock options			29				100
Net proceeds from the exercise of stock warrants			19				1,200
Payment of SuperStock seller promissory note payable			(33	)			(33	)
Other			27				111
NET CASH PROVIDED BY FINANCING ACTIVITIES			42				13,363
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS			27				31
NET (DECREASE) INCREASE IN CASH			(2,645	)			5,047
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			5,455				1,194
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	2,810			$	6,241
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Foreign income taxes paid		$	75			$	178
Interest paid			1,170				963
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
Issuance of convertible preferred stock as part of ArtSelect acquisition			---				3,150
Issuance of senior secured note payable as part of ArtSelect acquisition			---				2,407
Issuance of warrants as part of ArtSelect acquisition			---				375
Conversion of SuperStock Seller Preferred stock into common stock (see Note G)			1,182				573
Issuance of common stock for financing costs			---				62
Issuance of senior convertible debt in exchange for cancellation of warrants			---				215
Cashless exercise of warrants for common stock			19				---
Accrued purchase price payable			141				199
Deemed dividend on convertible preferred stock			---				336
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Page 7

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE A - FINANCIAL STATEMENT PRESENTATION AND THE DESCRIPTION OF BUSINESS

The unaudited condensed consolidated financial statements of a21, Inc. (“a21”, “the Company”, “we”) 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 a21’s financial position at September 30, 2007, 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 should be read in conjunction with our audited financial statements included in our annual report on Form 10-KSB for the year ended December 31, 2006, as filed with the SEC.

a21, Inc. (the “Company”) was incorporated in the State of Texas in October 1998, under the name Saratoga Holdings I, Inc. In April 2002, we changed our name from Saratoga Holdings I, Inc. to a21, Inc.  In February 2004, we completed the acquisition of all of the voting common stock, representing 83% of the outstanding equity, of SuperStock, Inc. In October 2005, our UK subsidiary SuperStock Ltd. completed the acquisition of all of the outstanding stock of Ingram Publishing Limited, and in May 2006, we completed the acquisition of ArtSelect, Inc. through the merger of a wholly owned subsidiary into ArtSelect. On July 31, 2006, we changed our state of incorporation from Texas to Delaware.

Through SuperStock, we aggregate visual content from photographers, photography agencies, archives, libraries and private collections and license the visual content to our customer base consisting of four major groups: creative (advertising and design agencies), editorial (publishing and media entities), corporate (in-house communications departments and outside corporate communications firms) and consumers (the general public). SuperStock products are sold directly and through a global network of distributors.

ArtSelect supplies home and office framed and unframed wall décor to retailers, catalogers, membership organizations and consumers through both online and traditional retail and wholesale distribution channels in the United States.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1] Basis of presentation/Going concern:

The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern.  We have sustained significant recurring losses and an accumulated deficit of $26.9 million that raise substantial doubt about our ability to continue as a going concern, and may need to raise cash from equity or debt financings to fund our operations.  However, there can be no assurance that sufficient additional capital needed to sustain operations will be obtained by us, if needed.  If we are unable to secure the required funding, we may not be able to implement our business plan and may not be able to conduct business as a going concern.  In an effort to improve our operational efficiency, on September 12, 2007, we consolidated the support positions at ArtSelect from Fairfield, Iowa, into the Company’s Jacksonville, Florida headquarters.  In addition, SuperStock, Inc., was reorganized to support the Company’s growth initiatives.  However, no assurances can be given that these changes will result in the expected improvements.  This restructure will result in a net reduction of approximately 20 positions (see Note M[4]).  At September 30, 2007, we had cash of $2.8 million and working capital of $2.6 million.

Our future plans include further developing our distribution channels for SuperStock while improving the leveraging of SuperStock’s owned and licensed image content, introducing new products and customer channels in the stock photography space, gaining new key customer relationships for ArtSelect while introducing new products and customer channels, and seeking integration cost reduction opportunities where feasible across the Company.  In addition, we continue to review potential acquisition targets that, if successful, could result in an enhanced market position and incremental cash flow from operations.  However, there can be no assurance that these efforts will be successful or that our operations will become profitable.

Page 8

[2] Principles of consolidation:

The consolidated financial statements include all of our accounts including our primary operating subsidiaries, SuperStock and ArtSelect (acquired May 2006).  The minority interest in the consolidated balance sheets at September 30, 2007 and December 31, 2006, represents the interest of the holders of preferred shares of SuperStock (“SuperStock Seller Preferred”), which are exchangeable into a21 common shares.  All significant inter-company balances and transactions have been eliminated.

[3] Revenue recognition:

Revenue is recognized when the following criteria are met: evidence of an arrangement exists, the price is fixed or determinable, collectibility is reasonably assured and delivery has occurred or services have been rendered.

Licensing fee revenue is recorded at invoiced amounts except in the case of licensing rights through distributors, where revenue is recorded at our share of invoiced amounts. Distributors typically earn and retain a percentage of the license fee according to their contract, and we record the remaining license fee as revenue. Persuasive evidence of an arrangement exists and the price is fixed or determinable at the time the customer agrees to the terms and conditions of the license agreement. We maintain a credit department and credit policies that set credit limits and ascertain customer credit worthiness, thus reducing our risk of credit loss. Based on our policies and procedures, as well as our historical experience, we are able to determine that the likelihood of collection is reasonably assured prior to recognizing revenue. These first three general revenue recognition criteria have been met at or prior to the time of delivery of the imagery, regardless of the format or delivery medium. Delivery occurs upon making digital images available for download by the customer, or upon shipment of CD, analog film and transparencies.  We also sell subscriptions of certain images for terms ranging from one to twelve months. Subscription revenue is recognized over the respective term of the subscription agreement and, accordingly, $422,000 and $242,000 is recorded as deferred revenue as of September 30, 2007 and December 31, 2006.

Revenue from product sales is recognized when the product is shipped and title is transferred to the customer. Revenue sold via ArtSelect’s website and/or related sub-domains is recognized on a gross basis. Revenue sold through customers’ distribution channels is recognized net of related costs. We base our estimates for sales returns on historical experience.

[4] Cost of revenue:

Cost of licensing fee revenue reflects royalties on revenue generated from images licensed under contracts with photographers. Royalties are expensed in the period that they are incurred. Cost of revenue excludes amortization of revenue generating assets. Cost of product sales reflects payments made to suppliers of art content, framing materials, and shipment and handling costs.

[5] 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 significantly from those estimates. The recoverability of the carrying values of long-lived assets, including goodwill and identifiable intangible assets represent sensitive estimates subject to change.

Page 9

[6] Fair value of financial instruments:

Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, 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 us. The fair value of our notes payable to stockholders and an affiliated company are not reasonably determinable based on the related party nature of the transactions.

[7] Cash and cash equivalents:

We consider all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. At September 30, 2007 and December 31, 2006, we had no investments with maturities greater than three months. We are required to maintain a security deposit in accordance with our lease agreement for the SuperStock facility. This consists of restricted cash funded by us to secure a letter of credit in the amount of $750,000 at September 30, 2007 and December 31, 2006.

[8] Accounts Receivable and Allowance for Doubtful Accounts:

Accounts receivable are trade receivables, net of allowances for doubtful accounts. We estimate our allowance for doubtful accounts based on historical loss ratios, existing economic conditions, and specific account analysis of high-risk accounts. Concentration of credit risk is limited due to the dispersion of customers. No single customer represents more than 10% of the total accounts receivable.

[9] Inventory:

Inventory is valued at the lower of cost or market and is determined on the first-in, first-out (FIFO) basis. Inventories include raw materials and finished goods. Raw materials include prints, mats, frames, molding, and packaging material. Finished goods consist of pre-framed art and compact disk products produced for resale. The requirements for any provisions of estimated losses for obsolete, excess, or slow-moving inventories are reviewed periodically.

[10] Deferred Rent Receivable

During 2004, we entered into an agreement to sublease a significant portion of our headquarters and SuperStock facility for a term of six years with an option to renew for an additional two-year term. Statement of Financial Accounting Standards (“SFAS”) 13, “Accounting for Leases”, requires rental income from an operating lease be recognized on a straight-line basis over the non-cancelable lease term. Accordingly, we recognize total contractual minimum lease payments, including scheduled rent increases, as rental income evenly over the lease term. Accrued revenues from contractually scheduled rent increases in excess of amounts currently due are reported as a long-term receivable. We monitor this asset for collection risk and will establish reserves for any amounts deemed not collectible. However, amounts collected in future periods may vary from our expectations.

[11] Defined Contribution Employee Benefit Plan

We maintain defined contribution retirement plans pursuant to Section 401(k) of the Internal Revenue Code (the Plan), in which U.S. employees at least 21 years of age may participate after completing six months of service. Eligible employees may contribute up to a certain percentage of their annual compensation to the Plan, subject to the annual IRS limitations. The Company may match employee contributions on a discretionary basis. No company match was made during 2007 or 2006.

[12] Foreign Currency:

We translate assets and liabilities of foreign subsidiaries, whose functional currency is the local currency, at exchange rates in effect as of the balance sheet date. We translate revenue and expenses at the monthly average rates of

Page 10

exchange prevailing during the year. We include the adjustment resulting from translating the financial statements of such foreign subsidiaries in accumulated other comprehensive income, which is reflected as a separate component of stockholders’ equity. Gains and losses, which are denominated in currency other than a subsidiary’s local currency and re-measured in the subsidiary’s local currency, are recognized in the condensed consolidated statements of operations.

[13] Land and building and property and equipment and depreciation:

The land and building in Jacksonville, Florida with our SuperStock and corporate offices were sold and leased back in a SuperStock transaction accounted for as a financing transaction. The building is being depreciated over the twenty-year term of the related lease. Property and equipment consisting of furniture, fixtures and equipment, photography and computer equipment are recorded at cost. Depreciation of property and equipment is computed by the straight-line method over the assets' estimated lives. The estimated applicable life for furniture, fixtures, and equipment is 7 years; the applicable, estimated life of photography and computer equipment is 5 to 7 years.

Expenditures for major additions and improvements are capitalized. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

[14] Photo collection and contracts with photographers:

Expenditures for additions and improvements to the photo collection are capitalized. The photo collection is categorized by type of imagery (fine art, vintage and contemporary). Depreciation of the photo collection is computed by the straight-line method over the assets’ estimated lives of forty years for fine art and vintage images and four years for contemporary images. 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.

Contracts with photographers have an average life of ten years including those that are automatically renewable. Amortization of the photographer’s contracts is based on projected revenues expected to be generated over the estimated average ten-year life of the underlying images covered by the respective contracts.

[15] Goodwill and intangible assets:

We test goodwill for impairment at least annually, or more often if deemed necessary based on certain circumstances.  The Company’s impairment test performed on October 1, 2006, concluded that no impairment of goodwill existed.  The Company will be completing its 2007 annual impairment assessment during the three months ended December 31, 2007.  As circumstances change, it is reasonably possible that future goodwill impairment tests could result in a loss from impairment to goodwill, which would be included in the determination of net income or loss.

Intangible assets with definite lives are amortized over their estimated useful life and reviewed for impairment in accordance with SFAS 144 (as defined below). Intangible assets with definite lives are amortized using either the straight-line method or based on expected usage of the asset, depending on the nature of the asset over their expected useful life.

The Company capitalizes software development costs for modifications to various web site components and management information systems that result in additional functionality in accordance with AICPA Statement of Position (SOP), 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.”  Software development costs are amortized on a straight-line basis over four years.

[16] Long-lived assets:

We evaluate our long-lived assets in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”), pursuant to which an impairment loss is recognized if the carrying amount of a long-lived asset is not recoverable and exceeds its undiscounted cash flows.  A long-lived asset is tested for recoverability

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whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.  Our consideration of SFAS 144 involves significant assumptions and estimates based on management’s best judgments of current and future circumstances, including currently enacted tax laws, the future weighted-average cost of capital, and our future financial performance. No impairment charges have been incurred during the nine months ended September 30, 2007.

[17] Other assets, net:

	9/30/2007		12/31/2006
Photo collection, net	1,359		1,520
Photographer contracts, net	562		718
Long-term receivable	466		549
Other	69		384
Total:	2,456		3,171

[18] Income taxes:

We recognize deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax bases of assets and liabilities, and for the expected future tax benefit to be derived from offsetting the net operating loss and tax credit carry-forwards against taxable income, if any. We established a valuation allowance to reflect the likelihood of realization of deferred tax assets. Deferred tax assets are reduced 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. The difference in basis of the investment in foreign subsidiary relates to goodwill which is a temporary difference.  The Company recognizes accrued interest and penalties associated with uncertain tax positions as part of income tax expense, if applicable.

 [19] Net loss attributed to common stockholders per share:

We calculate net loss attributed to common stockholders 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 consolidated statements of operations. Basic income (loss) per share is computed by dividing the net loss attributed to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted 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 three and nine months ended September 30, 2007 and 2006, the basic and diluted net loss attributed to common stockholders per share is the same since the effect from the potential exercise of 12,405,238 and 15,832,677 outstanding stock options and warrants as of September 30, 2007 and 2006, respectively, would have been anti-dilutive.

For the three and nine months ended September 30, 2007 and 2006, 1,913,253 and 4,025,139 shares of common stock issuable upon the conversion of the SuperStock Seller Preferred, respectively, have also been excluded from the weighted average shares outstanding due to their anti-dilutive effect.

[20] Reclassifications:

Certain reclassifications have been made to the prior period financial statements to conform to the respective current year presentation.

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[21] Comprehensive Loss and Accumulated Other Comprehensive Income:

Accumulated other comprehensive income consists of net unrealized foreign currency translation adjustments and is presented in the consolidated balance sheets as a component of stockholders’ equity.

[22] Share based payments:

We have a 2005 Stock Option Plan and a 2002 Stock Option Plan, which are described in Note L below.  We apply the fair value recognition provisions of SFAS 123(R) whereby compensation cost for all share-based payments are based on the grant date estimated fair value.

The fair value of each option is measured at the grant date using a Black-Scholes option-pricing model, which requires the use of a number of assumptions including volatility, risk-free interest rate, and expected dividends. There were no stock options granted during the nine months ended September 30, 2007.

The following summarizes our stock option activity for the nine months ended September 30, 2007 (unaudited):

		Stock Options
		Shares				Weighted Average Exercise Price
Balance, December 31, 2006			8,974,322			$	0.36
Granted			---				---
Exercised			(130,000	)		$	0.21
Forfeited			(3,090,884	)		$	0.37
Balance, September 30, 2007			5,753,438			$	0.36
Exercisable, December 31, 2006			7,291,844			$	0.35
Exercisable, September 30, 2007			5,023,789			$	0.29

The 130,000 options exercised during the nine months ended September 30, 2007, included certain shares exercised on a cashless basis, resulting in the issuance of 96,838 common shares.

Page 13

The following table summarizes information about stock options outstanding at September 30, 2007:

Exercise Prices				Number Outstanding			Weighted Average Remaining Contractual Life		Number Exercisable
$	0.28				1,000,000		4 years			528,272
$	0.30				3,463,438		2 years			3,463,434
$	0.34				165,000		3 1/2 years			123,750
$	0.46				425,000		4 years			425,000
$	0.65				525,000		4 years			425,000
$	0.83				175,000		3 1/2 years			58,333
					5,753,438		2 1/2 years			5,023,789

The aggregate intrinsic value of options outstanding and exercisable as of September 30, 2007, was $0. This amount represents the total pre-tax intrinsic value (the difference between our closing stock price on the last trading day of the third quarter of 2007 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on September 30, 2007.

The following is a summary of the status of and changes to the Company’s non-vested restricted shares as of and for the nine months ended September 30, 2007:

		Non-vested Shares				Weighted Average Grant-Date Fair Value
Balance, December 31, 2006			1,594,658			$	0.27
Granted			666,666			$	0.25
Vested			(931,503	)		$	0.27
Cancelled			(59,167	)		$	0.27
Balance, September 30, 2007			1,270,654			$	0.26

Share-based compensation expense of $164,000 and $487,000 was recognized for the three and nine months ended September 30, 2007, respectively, for the fair value of restricted shares and options that vested during the period.  As of September 30, 2007, there was $486,000 of total unrecognized compensation cost related to non-vested share based compensation arrangements, including options and restricted stock grants. That cost is expected to be recognized over a weighted-average period of about 2 1/2 years.

[23] Advertising

Advertising expenses were $49,000 and $93,000 for the three months ended September 30, 2007 and 2006, respectively. Advertising expenses of $184,000 and $486,000 were incurred for the nine months ended September 30, 2007 and 2006, respectively.  Advertising costs are expensed as incurred.

Page 14

[24] Recently Issued Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No.48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No.109” (“FIN 48”). FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 effective January 1, 2007, had no impact on our consolidated financial statements (see Note K).

In September 2006, the FASB issued SFAS 157, "Fair Value Measurements." SFAS 157 simplifies and codifies guidance on fair value measurements under generally accepted accounting principles. This standard defines fair value, establishes a framework for measuring fair value and prescribes expanded disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the effect, if any, the adoption of SFAS 157 will have on our financial condition, results of operations and cash flows.

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently. This Statement is expected to expand the use of fair value measurement. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Early adoption is permitted provided the entity also elects to apply the provisions of FASB Statement No. 159, “Fair Value Measurements.” We are currently evaluating the effect, if any, the adoption of SFAS 159 will have on our financial condition, results of operations and cash flows.

NOTE C - ACQUISITION

On May 16, 2006, we acquired ArtSelect, Inc. ArtSelect supplies home and office framed and unframed wall décor to retailers, catalogers, membership organizations, and consumers through both online and traditional retail and wholesale distribution channels.  The primary reason for the acquisition of ArtSelect was that it provided us with technology, business partners, and infrastructure to sell framed imagery.

Page 15

PROFORMA EFFECT OF ACQUISITION

The results of operations of ArtSelect have been included in the consolidated financial statements of the Company since May 16, 2006. The unaudited proforma information below presents the results of operations for the nine months ended September 30, 2006, as if the acquisition of ArtSelect had occurred on January 1, 2006, the first day of the period presented. The unaudited proforma information is presented for informational purposes only and is not intended to represent or be indicative of the results of operations of the combined companies had these events occurred at the beginning of the nine months ended September 30, 2006, nor is it indicative of future results:

($ in thousands, except per share amounts)		Nine months ended September 30, 2006
Total revenue		$	18,009
Net loss			(5,730	)
Net loss per share, basic and diluted		$	(0.07	)
Proforma weighted average number of common shares outstanding, basic and diluted			79,226,938

NOTE D - INVENTORY

The major components of inventory are summarized as follows:

($ in thousands)		September 30, 2007				December 31, 2006
Framed art raw materials			586				650
Framed art finished goods			193				158
Other			37				36
		$	816			$	844

NOTE E - PROPERTY, PLANT AND EQUIPMENT

Property, plant, and equipment are summarized as follows:

($ in thousands)		September 30, 2007				December 31, 2006
Land and building			7,768				7,768
Office equipment and furnishings			757				721
Technology equipment			505				508
Less: Accumulated depreciation			(2,147	)			(1,697	)
		$	6,883			$	7,300

Land and building were sold and leased back in a transaction accounted for as a financing transaction. The building is being depreciated over the twenty-year term of the related lease.

Page 16

Depreciation expense was $154,000 and $161,000 for the three months ended September 30, 2007 and 2006, respectively.  Depreciation expense was $459,000 and $487,000 for the nine months ended September 20, 2007 and 2006, respectively.

NOTE F - GOODWILL AND OTHER INTANGIBLE ASSETS

($ in thousands)
Goodwill at December 31, 2006		$	8,648
SuperStock earn-out			141
Cumulative foreign currency translation of goodwill			(11	)
Goodwill at September 30, 2007		$	8,778

Identifiable intangible assets, net of amortization at September 30, 2007 are as follows:

($ in thousands)		Cost				Accumulated Amortization				Foreign Currency Translation				Net				Average Useful Life (in months)
SuperStock non-compete covenants		$	116			$	(116	)		$	---			$	---				31
SuperStock software			437				(127	)			---				310				36 – 60
Ingram license agreements			1,142				(716	)			220				646				60
Ingram non-compete agreements			430				(372	)			53				111				36
Ingram customer relationships			420				(280	)			34				174				36
Ingram distribution agreements			270				(180	)			22				112				36
Ingram trademark			220				(220	)			10				10				24
ArtSelect trade name			80				---				---				80			N/A
ArtSelect software			1,282				(385	)			---				897				48
ArtSelect customer relationships			2,800				(282	)			---				2,518				213
Intangible assets		$	7,197			$	(2,678	)		$	339			$	4,858

Amortization expense during the three months ended September 30, 2007 and 2006 totaled $272,000 and $417,000, respectively. Amortization expense during the nine months ended September 30, 2007 and 2006 was $802,000 and $1.1 million, respectively.  Approximate remaining annual amortization expense is as follows for each of the following years:  2007: $269,000, 2008: $880,000, 2009: $636,000, 2010: $427,000 and 2011: $203,000.

($ in thousands)
Intangible assets, net at December 31, 2006		$	5,232
Addition to cumulative foreign currency translation			46
SuperStock software additions, net			187
ArtSelect software additions, net			195
Amortization expense			(802	)
Intangible assets, net at September 30, 2007		$	4,858

Page 17

NOTE G - MINORITY INTEREST

Minority interest represents 637,751 shares of SuperStock Seller Preferred held by the former owners of SuperStock at September 30, 2007, which is exchangeable for 1,913,253 shares of a21’s common stock. The SuperStock Seller Preferred has no voting rights, pays no dividend, and, except for exchange rights into common stock, it has no other special rights except a liquidation preference. In liquidation, it is senior to the common stock of SuperStock and has distribution rights to the greater of $1.6 million or 7% of the total liquidation distributions after creditors. The minority interest is valued as if it had been exchanged into a21’s common stock at the closing price on the day of the acquisition.

On January 10, 2007, we issued 2,111,886 shares of a21 common stock upon the conversion of 703,962 shares of SuperStock Seller Preferred with a respective adjustment to equity of $1,182,000 representing the allocable, original fair value of the SuperStock Seller Preferred as if it had been exchanged into a21’s common stock at the closing price on the day of the acquisition.

NOTE H - OPERATING SEGMENTS

Effective with the ArtSelect acquisition during May 2006, we operate in the following segments: Corporate, SuperStock, and ArtSelect. No customer represented 10% or more of our total revenue in the periods presented.

7% and 9% of our total revenues were based in the U.K. for the three months ended September 30, 2007 and 2006, respectively.  7% and 11% of our total revenues were based in the U.K. for the nine months ended September 30, 2007 and 2006, respectively.  88% and 85% of our total assets were based domestically in the U.S. as of September 30, 2007 and December 31, 2006.

The following table presents information about our segment activity as of September 30, 2007, and for the three and nine months then ended:

($ in thousands)
Three months ended September 30, 2007		Corporate				SuperStock				ArtSelect				Total
Revenue		$	---			$	2,765			$	2,622			$	5,387
Segment operating loss			(489	)			(352	)			(200	)			(1,041	)
Segment total assets			317				18,921				11,406				30,644
Segment long-lived assets			---				12,843				9,598				22,441

($ in thousands)
Nine months ended September 30, 2007		Corporate				SuperStock				ArtSelect				Total
Revenue		$	---			$	8,971			$	8,236			$	17,207
Segment operating loss			(1,760	)			(570	)			(64	)			(2,394	)

Page 18

The following table presents information about our segment activity as of September 30, 2006, and for the three and nine months then ended:

Three months ended September 30, 2006		Corporate				SuperStock				ArtSelect				Total
Revenue		$	---			$	2,986			$	2,918			$	5,904
Segment operating (loss) income			(563	)			(178	)			127				(614	)
Segment total assets			580				25,219				11,657				37,456
Segment long-lived assets			---				15,798				9,763				25,561

($ in thousands)
Nine months ended September 30, 2006		Corporate				SuperStock				ArtSelect				Total
Revenue		$	---			$	8,943			$	4,407			$	13,350
Segment operating (loss) income			(2,346	)			(1,516	)			62				(3,800	)

The SuperStock segment information reflects the operation of foreign subsidiaries.

NOTE I – DEBT FINANCINGS

The following table summarizes the future maturities of long-term debt obligations at September 30, 2007 (in thousands):

		2007				2008				2009				2010				2011
Senior Secured Convertible Notes			---				---			$	---				---			$	15,500
Secured Notes (ArtSelect)			---				---				2,555				---				---
Total:			---				---			$	2,555				---			$	15,500

Page 19

$15.5 Million Senior Secured Convertible Notes

During April 2006, we entered into a securities purchase agreement (“Purchase Agreement”) with certain purchasers and Queequeg Partners, LP, as agent (“Agent”), whereby we issued $15.5 million of 5% Senior Secured Convertible Notes (“Senior Convertible Notes”) in consideration for which we received net proceeds of $11.7 million in cash after the repayment of certain outstanding debt of $3.3 million, the retirement of warrants to purchase 637,500 shares of a21’s common stock, the repayment of total interest due of $216,000, and the payment of a finder’s fee of $100,000. Queequeg Partners L.P. and Queequeg, Ltd. (each of which are affiliated with Ahab Capital Management, Inc., which was a 10% beneficial owner of a21’s common stock prior to April 27, 2006) (collectively “Ahab”), and StarVest Partners, LP (“StarVest”), which was a 10% beneficial owner of a21’s common stock prior to April 27, 2006, purchased a portion of the Notes sold in this transaction. As part of this transaction, we released $690,000 of certificate of deposits (“CDs”), which had been pledged by Ahab to secure the letter of credit issued by SuperStock in connection with its capital lease for our facility in Jacksonville, Florida, and replaced the deposit with new CDs from the net proceeds of the financing.

The Senior Convertible Notes are secured by substantially all of our assets and are convertible into 23,846,149 of a21’s common stock at a minimum conversion price of $0.65 per share, subject to adjustment as provided in the Senior Convertible Notes. In addition, the conversion price of the Senior Convertible Notes may be adjusted based on a weighted average anti-dilution formula in the event of issuances of a21’s common stock at a price per share below $0.65. The minimum conversion price is set at $0.50 per share on a diluted basis. The interest on the Senior Convertible Notes is payable quarterly in arrears, and the principal will be due and payable on June 30, 2011. If the 45-day volume weighted average price of a21’s common stock equals or exceeds $1 per share, the Senior Convertible Notes will automatically be converted into a21’s common stock under certain conditions.

The Senior Convertible Notes include customary events of default, including the failure to pay any principal or interest when due, the breach of any covenant or term or condition of the Senior Convertible Notes, the breach of any representation or warranty in the Purchase Agreement, Senior Convertible Notes or other documents executed in connection with the transactions contemplated thereby, defaults in the performance of any other indebtedness of greater than $500,000, the insolvency or bankruptcy, and the SEC issuing a stop trade order or suspension of trading relating to a21’s common stock.  Upon the occurrence of an event of default, each Note will become due and payable, either upon notice from the agent for the holders of Senior Convertible Notes at the direction of the holders of a majority of the outstanding principal amount of the Senior Convertible Notes or automatically, depending on the particular event of default.

Pursuant to the terms of the Purchase Agreement, for so long as StarVest beneficially owns at least 8,000,000 shares of a21’s common stock, StarVest has the right to name a designee to our Board of Directors. In addition, for so long as at least 40% of the aggregate principal amount of the Senior Convertible Notes is outstanding, we may not, without the prior written consent of the Agent, engage in certain activities or transactions, including, but not limited to, declaring dividends, liquidating, dissolving, effecting a reorganization or change of control, or incurring certain indebtedness. The Purchase Agreement also provides that the purchasers have a pro-rata “first right of refusal” to provide up to 25% of the amount of any additional financing the amount of which will be in excess of $2.0 million.

Page 20

Secured Notes – Related Party (ArtSelect Sellers)

In partial consideration for the sale of ArtSelect to a21, the stockholders of ArtSelect received $2.4 million in secured notes. The seller notes bear interest at 6% per year and mature on the earlier to occur of a change of control or May 15, 2009. The first year of interest on the notes was accrued and added to the principal of the notes. Since the first year, interest has been payable quarterly, in arrears. The notes are secured by substantially all the assets of ArtSelect (provided that, with respect to up to $3.0 million of the assets of ArtSelect, the notes are junior to the previously issued $15.5 million Senior Convertible Notes described above). The notes balance, including accrued interest, recorded on our condensed consolidated balance sheet at was $2.6 million and $2.5 million at September 30, 2007 and December 31, 2006, respectively, and is included in the caption “Secured notes payable, net- related party (ArtSelect Sellers)”.

NOTE J – LOAN PAYABLE ON BUILDING

During June 2004, we completed the sale and leaseback of the land and an approximately 73,000 square foot building in which our headquarters is located in Jacksonville, Florida. The facility was sold for $7.7 million and resulted in net proceeds of $7.5 million, of which $4.0 million was used to repay a bank note that was secured by a first mortgage on the facility and $1.6 million was used to repay other indebtedness to the selling stockholders of SuperStock. The building was leased back for a term of twenty years. The lease provides us with two five-year renewal options at specified payments.

Based on the terms of the leasing 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 10.1%. The building is included in property and equipment and is being depreciated on a straight-line basis over the twenty-year term of the lease.

The following table summarizes our annual maturities under the loan payable on building at September 30, 2007:

($ in thousands)
2007			11
2008			55
2009			80
2010			110
2011			144
Thereafter			7,014
			7,414
Less: Current Portion			(50	)
Long Term Portion		$	7,364

The current portion of the loan payable is included in other current liabilities.

Page 21

The following table summarizes our related annual lease payments on building:

($ in thousands)
2007		$	199
2008			804
2009			822
2010			843
2011			864
Thereafter			12,799
Total payments			16,331
Less interest			(8,917	)
Net		$	7,414

NOTE K - INCOME TAXES

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes– an Interpretation of FASB Statement No. 109 (“FIN 48”).  FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes.  FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

The Company adopted the provisions of FIN 48 effective January 1, 2007.  The Company recognizes accrued interest and penalties associated with uncertain tax positions as part of income tax expense, if applicable.  As of the date of adoption, the Company did not have any unrecognized tax benefits recorded as a provision for the uncertainty of certain tax positions. As such, no estimated interest and penalties on the provision for the uncertainty of certain tax positions is included in the consolidated financial statements.  The Company does not currently anticipate any significant changes to the unrecognized tax benefits during the remainder of 2007.

The Company is subject to U.S. federal income tax as well as income tax of various state and foreign jurisdictions.  Income tax returns are generally subject to examination for a period of three to five years after filing of the respective return.  The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states.  The Company currently does not have any income tax returns under review.

NOTE L – CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

[1] Common and Preferred stock:

The number of the Company’s authorized shares of common stock is 200,000,000 shares.

We are authorized to issue 100,000 shares of $.001 par value preferred stock having rights, preferences, and privileges which may be determined by our Board of Directors.

During May 2007, we issued 100,000 shares of fully vested common stock to a non-employee consultant as partial payment for services provided to the Company.

Page 22

During April 2007, we issued 66,666 shares of our restricted common stock as partial compensation to a new Board Director for his service on the Board of Directors, which will vest on the one year anniversary of his election to the Board, which is March 22, 2008.

During March 2007, we issued a total of 125,000 shares of our restricted common stock as compensation incentives to three new managers, which will vest in equal shares on the six-month anniversary of their respective hire date over a period of three years.  In addition, we issued 25,000 shares of fully vested common stock to a non-employee consultant as partial payment for services provided to the Company.

On January 8, 2007, we issued 350,000 shares of our restricted common stock as part of an employment agreement with our Executive Vice President, Sales and Marketing, of which 43,750 shares will vest on the six month anniversary of his employment agreement and the remainder will vest in forty-two equal monthly installments on the first day of each month thereafter such that all of such options and restricted stock will be vested by the forty-eight month anniversary of the date of the agreement. All unvested shares of restricted stock will immediately vest upon a change in control of a21.

[2] Stock options and warrants:

Stock options and warrants have been granted to officers, directors and employees pursuant to employment agreements and other grants at the discretion of the Board of Directors. Warrants have been granted through other financing and investment agreements with certain of our investors.

Our 2005 Stock Incentive Plan (the “2005 Plan”) provides for the grant of options, stock appreciation rights (“SARs”), performance share awards, restricted stock, and unrestricted stock of up to an aggregate of 6,000,000 shares of a21 common stock to officers, employees, and independent contractors of ours or our affiliates. If any award expires, is cancelled, or terminates unexercised or is forfeited, the number of shares subject thereto is again available for grant under the 2005 Plan. A committee selected by our Board of Directors has the authority to approve option grants and the terms, which include the option price and the vesting terms. Stock options issued under the 2005 Plan typically have a five-year term and vest pro-rata over that term except when otherwise adapted to specific terms per executive management agreements and their respective terms. The exercise price typically shall be no less than the fair market value of a share of a21’s common stock on the date of grant of the options. See Note B [22]. As of September 30, 2007, there were 1,114,639 shares available for grant under the 2005 Plan.

Our 2002 Directors, Officers And Consultants Stock Option, Stock Warrant And Stock Award Plan, as amended (the "2002 Plan"), provides for the grant of  warrants, options, restricted or unrestricted common stock, and other awards of up to an aggregate of 3,000,000 shares of a21 common stock  to our employees, consultants and directors and our affiliates. If any award expires, is cancelled, or terminates unexercised or is forfeited, the number of shares subject thereto is again available for grant under the 2002 Plan. A committee selected by our Board of Directors has the authority to approve option grants and the terms, which include the option price and the vesting terms. Options granted under the 2002 Plan typically expire after a ten-year period except when otherwise adapted to specific terms per executive management agreements and their respective terms, and are subject to acceleration upon the occurrence of certain events. The exercise price typically shall be no less than the fair market value of a share of a21’s common stock on the date of grant of the options. See Note B [22]. As of September 30, 2007, there were 2,841,500 shares available for grant under the 2002 Plan.

Certain options and warrants to be granted under the 2005 Plan and the 2002 Plan are intended to qualify as Incentive Stock Options (“ISOs”) pursuant to Section 422 of the Internal Revenue Code of 1986, as amended, while other options granted under the plans will be nonqualified options that are not intended to qualify as ISOs.

Page 23

 NOTE M - COMMITMENTS AND OTHER MATTERS

[1] Lease commitments

As described in Notes E and J above, we have capitalized our facility under the terms of a sale and leaseback transaction. In September 2004, we entered into an agreement to sublease a significant portion of its facility for a term of six years with an option to renew for an additional two-year term. The sublease requires monthly rent payments to us beginning in November 2004 with annual increases through the term of the sublease. The total lease payments in accordance with the terms of the agreement are $3.5 million. Sublease payments of $169,000 and $131,000 were received for the three months ended September 30, 2007 and 2006, respectively.  Sublease payments of $508,000 and $393,000 were received for the nine months ended September 30, 2007 and 2006, respectively.  Sublease payments are scheduled as follows for each of the following years:  2007: $173,000, 2008: $701,000, 2009: $722,000 and 2010: $616,000. Rental income is recognized on a straight-line basis over the term of the sublease, and the excess of rental income recognized over rental payments received is recorded as deferred rent receivable, which was $466,000 and $549,000 as of September 30, 2007 and December 31, 2006, respectively.

In a lease agreement for SuperStock Limited in the UK, we sublet the entire facility to a third party as of June 2002, until the expiration of the lease in 2014. In accordance with the lease agreement, our UK subsidiary would be liable for approximately $90,000 per year under the covenants in the lease in the event the lessee who has sublet the facility is unable to perform under such terms.

[2] Lease Deposit Arrangement

A security deposit is required under the capital lease agreement for our facility in Florida. The lease deposit of $750,000 is included in restricted cash non-current assets as of September 30, 2007 and December 31, 2006.

 [3] Legal:

We are involved in various claims and lawsuits in the ordinary course of business. Management believes that there are no such matters outstanding that would have a material adverse effect on our results of operations and financial position.

[4] Restructure:

On September 12, 2007, we consolidated the support positions at ArtSelect from Fairfield, Iowa, into the Company’s Jacksonville, Florida, headquarters.  In addition, SuperStock, Inc., was reorganized to support the Company’s growth initiatives.  This restructure will result in a planned net reduction of approximately 20 positions.  The affected employees received severance payments.  In addition, key employees were identified to assist with the transition and were deemed eligible to receive a retention bonus based on meeting certain service and performance-based objectives.  The restructure activity is expected to be completed during the first quarter of 2008.  Based on the provisions of SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, the Company accrued total liabilities as of September 30, 2007 of $243,000, primarily related to one-time termination benefits; all other restructure costs will be expensed in the period incurred.

Total expected restructure costs by segment:

		Corporate				SuperStock				ArtSelect				Totals
One-time termination benefits		$	151			$	37			$	247			$	435
Office and employee relocation costs			---				---				69				69
Professional fees			20				---				84				104
Other			---				---				52				52
Totals:		$	171			$	37			$	452			$	660

Page 24

At September 30, 2007, the accrued liability associated with the restructuring and other related charges consisted of the following:

		Corporate				SuperStock				ArtSelect				Totals
Charge for one-time termination benefits		$	145			$	20			$	150			$	315
Severance payments			(62	)			(9	)			(1	)			(72	)
Accrued liability at September 30, 2007		$	83			$	11			$	149			$	243

[5] Software Development Agreement:

During the three months ended September 30, 2007, the Company entered into a software development agreement with an unrelated third party to pay up to $525,000 in fees for the development of a new online stock photography e-commerce website.  As of September 30, 2007, $180,000 of such fees have been incurred and capitalized as software development in process, which is included in intangible assets, net, in the accompanying condensed consolidated balance sheet.  Up to approximately $345,000 of remaining payments are expected to be paid during the period from October 2007 through January 2008.

Page 25

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 our condensed consolidated financial statements and the notes thereto appearing elsewhere herein and in conjunction with the Management’s Discussion and Analysis set forth in our Annual Report on Form 10-KSB for the year ended December 31, 2006.

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 our expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “management believes” and similar words or phrases. The forward-looking statements are based on our current expectations and are subject to certain risks, uncertainties, and assumptions. Our 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 us on the date hereof, and we assume no obligation to update any such forward-looking statements.

OVERVIEW

Through our subsidiary SuperStock, we aggregate visual content from photographers, photography agencies, archives, libraries, and private collections and license the visual content to our customers. SuperStock’s customer base consists of four major groups: creative (advertising and design agencies), editorial (publishing and media entities), corporate (in-house communications departments and outside corporate communications firms) and consumers (the general public). SuperStock’s products are sold directly and through a global network of distributors in over 100 countries. SuperStock’s subsidiary Ingram is a UK-based provider of subscription, CD-ROM and individual royalty free images as well as vector graphics and fonts, vehicle online templates, and print price guides for the worldwide graphics design, printing, sign making, advertising and publishing communities. Our subsidiary ArtSelect supplies home and office framed and unframed wall décor to retailers, catalogers, membership organizations and consumers through both online and traditional retail and wholesale distribution channels. We are headquartered in Jacksonville, Florida, with other operating and sales offices in Iowa, New York City and London.

RECENT EVENTS

On September 12, 2007, we consolidated the support positions at ArtSelect from Fairfield, Iowa, into the Company’s Jacksonville, Florida, headquarters.  In addition, SuperStock, Inc. was reorganized to support the Company’s growth initiatives.  This restructure will result in the planned net reduction of approximately 20 positions.  The affected employees received severance payments.  In addition, key employees were identified to assist with the transition and were deemed eligible to receive a retention bonus based on meeting certain service and performance-based objectives.  The restructure activity is expected to be completed during the first quarter of 2008.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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 materially differ from those estimates. We have summarized significant accounting policies in Note B to the unaudited condened consolidated financial statements included in this quarterly report on Form 10-QSB.

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RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2007, COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2006

LICENSING REVENUES. Licensing revenues were $2.8 million for the three months ended September 30, 2007, compared to $3.0 million for the same prior year period.  Licensing revenues are marginally lower due to challenging market conditions that have prevailed during 2007.

PRODUCT REVENUES. Product revenues were $2.6 million for the three months ended September 30, 2007, compared to $2.9 million for the same prior year period.  Product revenues have been affected by the slow down in the home-buying market, which impacts consumer purchasing of home décor products.

COST OF LICENSING REVENUE. Cost of licensing revenue was $890,000 for the three months ended September 30, 2007, compared to $902,000 the same prior year period.  As a percentage of licensing revenues, cost of licensing sales was 32% and 30% for the three months ended September 30, 2007 and 2006, respectively. Cost of licensing sales as a percentage of licensing revenues may vary in any period depending on SuperStock’s relative mix of stock photography distributed that is either licensed from third parties or owned by us.

COST OF PRODUCT REVENUE. Cost of product revenue was $1.3 million for the three months ended September 30, 2007, compared to $1.4 million the same prior year period.  As a percentage of product revenues, cost of product sales was 49% and 47% for the three months ended September 30, 2007 and 2006, respectively. Cost of product sales percentage reflects the variable cost for ArtSelect’s raw materials including prints, mats, frames, molding, and packaging material as well as shipping and handling costs.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A expenses were $3.3 million for the three months ended September 30, 2007, compared to $3.5 million for the same prior year period, reflecting lower corporate expenses including a decrease of $288,000 in professional fees.

RESTRUCTURE COSTS. Restructure costs were $315,000 for the three months ended September 30, 2007, and were primarily attributable to severance expense resulting from staff reductions at both ArtSelect and SuperStock.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization was $640,000 for the three months ended September 30, 2007, compared to $789,000 for the same prior year period. The decrease was primarily attributable to lower amortization resulting from an impairment charge against intangible assets related to the SuperStock Limited subsidiary which was recorded during the three months ended December 31, 2006.

INTEREST EXPENSE. Interest expense was $446,000 for the three months ended September 30, 2007, compared to $448,000 for the same prior year period.  These payments relate to the outstanding debt during the three months ended September 30, 2007, compared to the same prior year period.

DEEMED DIVIDEND. During May 2006, we issued convertible preferred stock as partial consideration for the ArtSelect acquisition.  Because of the trading price of a21 common stock on that date of $0.83 exceeded the stated conversion price of $0.75, we recognized a deemed dividend of $336,000 during the three months ended September 30, 2006, when the share authorization contingency was met.

NET LOSS ATTRIBUTED TO COMMON STOCKHOLDERS. Net loss attributed to common stockholders was $1.4 million or $0.02 per share, for the three months ended September 30, 2007, compared to net loss of $1.4 million, or $0.02 per share, for the same prior year period.  There were approximately 5.0 million more weighted average shares outstanding during the three months ended September 30, 2007.

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NINE MONTHS ENDED SEPTEMBER 30, 2007, COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2006

LICENSING REVENUES. Licensing revenues were $9.0 million for the nine months ended September 30, 2007, compared to $8.9 million for the same prior year period.

PRODUCT REVENUES. Product revenues were $8.2 million for the nine months ended September 30, 2007, compared to $4.4 million for the same prior year period.  The increase was attributable to the inclusion of the full nine month period for ArtSelect during 2007 compared to the prior year due to our acquisition of ArtSelect which occurred on May 15, 2006. On an organic basis, product revenues are lower.

COST OF LICENSING REVENUE. Cost of licensing revenue was $2.9 million for the nine months ended September 30, 2007, compared to $2.8 million the same prior year period.  As a percentage of licensing revenues, cost of licensing sales was 32% and 31% for the nine months ended September 30, 2007 and 2006, respectively.  Cost of licensing sales as a percentage of licensing revenues may vary in any period depending on SuperStock’s relative mix of stock photography distributed that is either licensed from third parties or owned by us.

COST OF PRODUCT REVENUE. Cost of product revenue was $3.9 million for the nine months ended September 30, 2007, compared to $2.1 million the same prior year period.  Nearly all of the increase was attributable to the effect of ArtSelect for the full nine month period compared to the prior year due to our acquistion which occured on May 15, 2006.  As a percentage of product revenues, cost of product sales was 48% and 47% for the nine months ended September 30, 2007 and 2006, respectively. The increase in the cost of product sales percentage reflects the weighted impact of the relative variable cost for ArtSelect’s raw materials including prints, mats, frames, molding, and packaging material as well as shipping and handling costs.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A expenses were $10.6 million for the nine months ended September 30, 2007, compared to $10.1 million for the same prior year period. The increase in SG&A expenses was primarily attributable to an increase of $1.8 million for the full nine months for ArtSelect, offset by a reduction of $386,000 in share-based compensation and a decrease of $914,000 due to organic reductions in corporate expenses, including a decrease of $214,000 in professional fees and SuperStock’s operating expenses including a decrease of $282,000 in compensation costs.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization was $1.9 million for the nine months ended September 30, 2007, compared to $2.2 million for the same prior year period. The decrease was primarily attributable to lower amortization resulting from an impairment charge recorded during the three months ended December 31, 2006, against the intangible assets related to the SuperStock Limited subsidiary, offset by incremental depreciation and amortization expense resulting from the acquisition of ArtSelect.

RESTRUCTURE COSTS. Restructure costs were $315,000 for the nine months ended September 30, 2007, and were primarily attributable to severance expense resulting from staff reductions at both ArtSelect and SuperStock.

INTEREST EXPENSE. Interest expense was $1.3 million for the nine months ended September 30, 2007, compared to $1.2 million for the same prior year period reflecting the relative outstanding debt during the nine months ended September 30, 2007, compared to the same prior year period.

OTHER INCOME, NET. Other income, net was $214,000 for the nine months ended September 30, 2007, compared to other income, net of $88,000 for the same prior year period.  The other income, net of $214,000 was primarily related to interest income of $118,000 and cumulative translation adjustment of $98,000 during 2007.

NET LOSS ATTRIBUTED TO COMMON STOCKHOLDERS. Net loss attributed to common stockholders was $3.6 million or $0.04 per share, for the nine months ended September 30, 2007, compared to net loss of $5.6 million, or

$0.07 per share, for the same prior year period.  There were approximately 7.3 million more weighted average shares outstanding during the nine months ended September 30, 2007.

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LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2007, we had $2.8 million of cash and cash equivalents and working capital of $2.6 million, compared to $5.5 million in cash and cash equivalents and working capital of $4.3 million at December 31, 2006. The decrease in cash is primarily due to overall cash used in operating and investing activities during the nine months ended September 30, 2007.

Net cash used in operating activities for the nine months ended September 30, 2007 was $1.6 million, compared to net cash used in operating activities of $2.0 million for the same prior year period. The net cash used in operating activities during the nine months ended September 30, 2007, was substantially due to the net loss of $3.6 million adjusted by $1.9 million for depreciation and amortization and $487,000 for non-cash share-based compensation, and an $881,000 change in accounts payable and accrued expenses due to accruals, including severance costs. Net cash used in operating activities in the nine months ended September 30, 2006, was due primarily to the net loss of $5.1 million adjusted for $2.2 million for depreciation and amortization, $873,000 of share-based compensation, and a change in accounts payable and accrued expenses of $621,000, partially offset by the change in prepaid expenses and other current assets of $528,000.

Net cash used in investing activities for the nine months ended September 30, 2007, was $1.1 million, compared to net cash used in investing activities for the same prior year period, of $6.3 million.  Net cash used in investing activities for the nine months ended September 30, 2007, was primarily due to a $422,000 investment in software development, a $311,000 investment in SuperStock’s photo collection, and a $285,000 payment relating to the SuperStock acquisition earn-out payment. Net cash used in investing activities in the nine months ended September 30, 2006, was primarily due to $4.5 million used as partial consideration for the ArtSelect acquisition and $750,000 used for a lease security deposit on our headquarters and SuperStock building in Jacksonville, Florida. 

Net cash provided by financing activities for the nine months ended September 30, 2007, was $42,000, compared to net cash provided by financing activities of $13.4 million for the same prior year period.  Net cash provided by financing activities in the nine months ended September 30, 2006, resulted substantially from the $15.3 million Senior Convertible debt financing, offset by repayments of $3.3 million of outstanding debt.

Our future plans include further developing our distribution channels for SuperStock while improving the leveraging of SuperStock’s owned and licensed image content, introducing new products and customer channels in the stock photography space, gaining new key customer relationships for ArtSelect while introducing new products and customer channels, and seeking integration cost reduction opportunities where feasible across the Company.  In addition, we continue to review potential acquisition targets that, if successful, could result in an enhanced market position and incremental cash flow from operations.  However, there can be no assurance that these efforts will be successful. We may have to seek additional funding sooner than expected.  There can be no assurance that sufficient additional capital needed to sustain operations will be obtained by us, if needed, or that our operations will become profitable.

We have sustained significant recurring losses and an accumulated deficit of $26.9 million at September 30, 2007, that raise substantial doubt about our ability to continue as a going concern, and may need to raise cash from equity and debt financings to fund our operations.  If we are unable to secure the required funding, we may not be able to implement our business plan and may not be able to conduct business as a going concern.

OFF BALANCE SHEET ARRANGEMENTS

We are not entered into any off balance sheet arrangements as of September 30, 2007.

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ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective at ensuring that the material information required to be disclosed in the Exchange Act reports is recorded, processed, summarized and reported as required in applicable SEC rules and forms.

During the quarter ended September 30, 2007, there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION ITEM

ITEM 1.  LEGAL PROCEEDINGS

We are involved in various claims and lawsuits in the ordinary course of business. Management believes that there are no such matters outstanding that would have a material adverse effect on our results of operations and financial position.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.  OTHER INFORMATION

None

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ITEM 6.  EXHIBITS

The following exhibits are filed as part of this report:

EXHIBIT NUMBER	DESCRIPTION
10.1	Separation Agreement dated August 8, 2007, with Philip N. Garfinkle (incorporated by reference to the Current Report filed on Form 8-K dated August 8, 2007)
31.1	Certification Of Chief Executive Officer Pursuant To Rule 13A-14[A] Of The Securities Exchange Act Of 1934, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002
31.2	Certification Of Chief Financial Officer Pursuant To Rule 13A-14[A] Of The Securities Exchange Act Of 1934, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002
32.1	Certification Of Principal Executive Officer And Principal Financial Officer Pursuant To 18 U.S.C.1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002
99.1	Press release dated November 12, 2007

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SIGNATURES

Pursuant to 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.
	By: /s/ JOHN Z. FERGUSON
Date:  November 13, 2007	John Z. Ferguson  Chief Executive Officer  (Principal Executive Officer)
	By: /S/ THOMAS COSTANZA
Date:  November 13, 2007	Thomas Costanza  Chief Financial Officer  (Principal Financial Officer)

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