================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 Date of Report:
                                 ---------------

                               September 13, 2005
                        (Date of earliest event reported)

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

                                    a21, INC.
               (Exact name of registrant as specified in charter)

                                      Texas
         (State or other Jurisdiction of Incorporation or Organization)

              333-68213                              74-2896910
      (Commission File Number)                      (IRS Employer
                                                  Identification No.)

                             7660 Centurion Parkway
                           Jacksonville, Florida 32256
              (Address of Principal Executive Offices and zip code)

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

          (Former Name or Former Address, if Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing  obligation  of  registrant  under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting  material pursuant to Rule 14a-12(b) under the Exchange Act (17
      CFR 240.14a-12(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

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<PAGE>

      Item 4.02  Non-Reliance  on Previously  Issued  Financial  Statements or a
Related Audit Report or Completed Interim Review

      On September  13, 2005,  the Board of  Directors  (the  "Board") and Audit
Committee  of  a21,   Inc.  (the   "Company")   concluded   after   management's
recommendation  that the previously  issued financial  statements for the fiscal
year ended as of December 31, 2004 and fiscal period ended March 31, 2005 should
no longer be relied  upon for the  reasons  explained  below.  Accordingly,  the
Company will be filing an amendment to its Form 10-KSB for the fiscal year ended
December 31, 2004 to restate the audited financial  statements contained therein
and an  amendment  to its Form  10-QSB for the period  ended  March 31,  2005 to
restate the unaudited interim financial statements contained therein.

      The Company issued convertible  subordinated notes,  $1,250,000  aggregate
principal amount (the "Convertible Notes"), in February 2004 in conjunction with
its acquisition of SuperStock, Inc. ("SuperStock"), which Convertible Notes were
subsequently  repaid in February  2005. The Company has determined and discussed
with  representatives of both BDO Seidman,  LLP ("BDO"), the Company's principal
independent  accountants,  and  Eisner  LLP  ("Eisner"),  the  Company's  former
principal independent accountants,  that additional debt discount and additional
paid-in  capital were required due to the  existence of a beneficial  conversion
feature. In addition,  the Company determined that it had not properly reflected
the  SuperStock  purchase  price  allocation  of goodwill  and the  deferred tax
liability in conjunction with the SuperStock acquisition.

      The  accounting  treatment  of the debt  discount and  additional  paid-in
capital  attributable  to the beneficial  conversion  feature of the Convertible
Notes is based on a  determination  of fair-value as defined by Emerging  Issues
Task Force No. 98-5  "Accounting  for  Convertible  Securities  with  Beneficial
Conversion Features or Contingently  Adjustable Conversion Ratios" ("EITF 98-5")
and No. 00-27 "Application of Issue No. 98-5 to Certain Convertible Instruments"
("EITF  00-27").  The Company has determined that at the time of issuance of the
Convertible  Notes, a beneficial  conversion feature existed.  Accordingly,  the
financial  statements  will be restated to reflect a further  debt  discount and
additional  paid-in  capital  and the  related  amortization  for the year ended
December 31, 2004.  The additional  amortization  will increase the net loss for
the  quarters  ended March 31, June 30,  September  30, and  December  31, 2004,
respectively.  Furthermore,  the restatement  will increase the net loss for the
quarter ended March 31, 2005,  which  reflects a loss on the  extinguishment  of
Convertible Notes when they were repaid in February 2005.

      The Company has determined that at the time of the SuperStock acquisition,
it had a  deferred  tax  asset  relating  to net  operating  loss  carryforwards
available to offset future  taxable  income,  which deferred tax asset was fully
reserved  against.  Accordingly  the financial  statements will been restated to
reflect a reduction to both goodwill and the deferred tax liability  recorded in
connection  with the  allocation of the purchase  price of the  acquisition.  An
additional deferred tax liability,  which was previously reflected as income tax
expense  during the quarter ended March 31, 2005,  has also been offset  against
the  deferred  tax  assets.  This  restatement  will reduce the net loss for the
quarter ended March 31, 2005.

<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                       A21, INC.

Date:  September 19, 2005              By: /s/ Albert H. Pleus
                                           -------------------------------------
                                           Name:  Albert H. Pleus
                                           Title: Chief Executive Officer
{"company-data": {"conformed-name": "A21 INC", "cik": "0001074436", "assigned-sic": "7389", "irs-number": "742896910", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-51285", "film-number": "051092054"}, "business-address": {"street1": "A21, INC.", "street2": "7660 CENTURION PARKWAY", "city": "JACKSONVILLE", "state": "FL", "zip": "32256", "phone": "9045650066"}, "mail-address": {"street1": "7660 CENTURION PARKWAY", "city": "JACKSONVILLE", "state": "FL", "zip": "32256"}}
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 Date of Report:
                                 ---------------

                               September 13, 2005
                        (Date of earliest event reported)

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

                                    a21, INC.
               (Exact name of registrant as specified in charter)

                                      Texas
         (State or other Jurisdiction of Incorporation or Organization)

              333-68213                              74-2896910
      (Commission File Number)                      (IRS Employer
                                                  Identification No.)

                             7660 Centurion Parkway
                           Jacksonville, Florida 32256
              (Address of Principal Executive Offices and zip code)

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

          (Former Name or Former Address, if Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing  obligation  of  registrant  under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting  material pursuant to Rule 14a-12(b) under the Exchange Act (17
      CFR 240.14a-12(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

================================================================================
Item 4.02  Non-Reliance  on Previously  Issued  Financial  Statements or a
Related Audit Report or Completed Interim Review

      On September  13, 2005,  the Board of  Directors  (the  "Board") and Audit
Committee  of  a21,   Inc.  (the   "Company")   concluded   after   management's
recommendation  that the previously  issued financial  statements for the fiscal
year ended as of December 31, 2004 and fiscal period ended March 31, 2005 should
no longer be relied  upon for the  reasons  explained  below.  Accordingly,  the
Company will be filing an amendment to its Form 10-KSB for the fiscal year ended
December 31, 2004 to restate the audited financial  statements contained therein
and an  amendment  to its Form  10-QSB for the period  ended  March 31,  2005 to
restate the unaudited interim financial statements contained therein.

      The Company issued convertible  subordinated notes,  $1,250,000  aggregate
principal amount (the "Convertible Notes"), in February 2004 in conjunction with
its acquisition of SuperStock, Inc. ("SuperStock"), which Convertible Notes were
subsequently  repaid in February  2005. The Company has determined and discussed
with  representatives of both BDO Seidman,  LLP ("BDO"), the Company's principal
independent  accountants,  and  Eisner  LLP  ("Eisner"),  the  Company's  former
principal independent accountants,  that additional debt discount and additional
paid-in  capital were required due to the  existence of a beneficial  conversion
feature. In addition,  the Company determined that it had not properly reflected
the  SuperStock  purchase  price  allocation  of goodwill  and the  deferred tax
liability in conjunction with the SuperStock acquisition.

      The  accounting  treatment  of the debt  discount and  additional  paid-in
capital  attributable  to the beneficial  conversion  feature of the Convertible
Notes is based on a  determination  of fair-value as defined by Emerging  Issues
Task Force No. 98-5  "Accounting  for  Convertible  Securities  with  Beneficial
Conversion Features or Contingently  Adjustable Conversion Ratios" ("EITF 98-5")
and No. 00-27 "Application of Issue No. 98-5 to Certain Convertible Instruments"
("EITF  00-27").  The Company has determined that at the time of issuance of the
Convertible  Notes, a beneficial  conversion feature existed.  Accordingly,  the
financial  statements  will be restated to reflect a further  debt  discount and
additional  paid-in  capital  and the  related  amortization  for the year ended
December 31, 2004.  The additional  amortization  will increase the net loss for
the  quarters  ended March 31, June 30,  September  30, and  December  31, 2004,
respectively.  Furthermore,  the restatement  will increase the net loss for the
quarter ended March 31, 2005,  which  reflects a loss on the  extinguishment  of
Convertible Notes when they were repaid in February 2005.

      The Company has determined that at the time of the SuperStock acquisition,
it had a  deferred  tax  asset  relating  to net  operating  loss  carryforwards
available to offset future  taxable  income,  which deferred tax asset was fully
reserved  against.  Accordingly  the financial  statements will been restated to
reflect a reduction to both goodwill and the deferred tax liability  recorded in
connection  with the  allocation of the purchase  price of the  acquisition.  An
additional deferred tax liability,  which was previously reflected as income tax
expense  during the quarter ended March 31, 2005,  has also been offset  against
the  deferred  tax  assets.  This  restatement  will reduce the net loss for the
quarter ended March 31, 2005.
SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                       A21, INC.

Date:  September 19, 2005              By: /s/ Albert H. Pleus
                                           -------------------------------------
                                           Name:  Albert H. Pleus
                                           Title: Chief Executive Officer