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

                                    FORM 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act 1934

                          Date of Report: June 24, 2005

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

                                      Texas
                         (State or other jurisdiction of
                         incorporation or organization)

              333-68213                               74-2896910
      (Commission File Number)           (I.R.S. Employer Identification No.)

   7660 Centurion Parkway, Jacksonville, Florida               32256
     (Address of Principal Executive Offices)               (Zip Code)

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A2. below):

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

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

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

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


<PAGE>

Item 1.01. Entry into Material Definitive Agreement

      On June 24, 2005,  a21,  Inc.  (OTCBB:  ATWO),  a Texas  corporation  (the
"Company"),  amended and restated its  non-negotiable  12% promissory notes (the
"Restated  Notes") made to Vestal Venture Capital,  Richard Neslund and Lewis C.
Pell.  The  aggregate  amount  outstanding  under the Restated  Notes remains at
$1,050,000.

      As of February 29, 2004, the note holders were issued  non-negotiable  12%
promissory  notes (the "Original  Notes").  The Original Notes matured on August
29, 2004 and were  automatically  extended  thereafter.  In connection  with the
Original Notes, the note holders received  warrants to purchase in the aggregate
630,000  shares of the Company's  common stock at $0.45 per share (the "Original
Warrants").  Because the Original Notes were  outstanding as of August 29, 2004,
from such date through  February 28, 2005,  the note holders also received bonus
warrants  to purchase  an  additional  315,000  shares in the  aggregate  of the
Company's  common stock (50% of the shares of common stock initially  underlying
the Original Warrants). For every month thereafter until the Original Notes were
amended and restated,  the note holders  received  bonus warrants to purchase an
additional  105,000  shares in the  aggregate of the  Company's  common stock at
$0.45 per share (equivalent to one-ninth of the then total shares underlying the
Original Warrants). Upon the amendment and restatement of the Original Notes and
issuing the Restated Warrants (as defined below), the holders  surrendered their
Original Notes and Original Warrants and all monthly bonus warrants.

      The  Restated  Notes mature July 15, 2006 (the  "Maturity  Date") and bear
interest due  quarterly  commencing  on September  30, 2005 at a rate of 12% per
annum,  which  increases to 18% per annum after the Maturity  Date. The Restated
Notes include  customary events of default,  including the Company's  failure to
pay any principal or interest when due, the Company's  insolvency or bankruptcy,
or sale of substantially all of the Company's assets.  Upon the occurrence of an
event of default,  a Restated Note becomes due and payable at the written demand
of the holder thereof.

      In connection  with the issuance of the Restated  Notes,  the note holders
received  amended  and  restated  warrants  that expire  February  28, 2009 (the
"Restated  Warrants").  An aggregate of 945,000  shares of the Company's  common
stock  (the  "Restated  Warrant  Shares")  may be  purchased  with the  Restated
Warrants at $0.225 per share (subject to adjustment from time to time),  630,000
of which shares were previously  registered under the Securities Act pursuant to
the  Company's  registration  statement  on Form  SB-2  (333-117929).  Upon  any
prepayment of the Restated  Notes,  a pro rata portion of the Restated  Warrants
will be cancelled.  The aggregate  number of Restated  Warrant  Shares shall not
increase unless the Restated Notes remain  outstanding  after the Maturity Date,
in which case bonus  warrants  will be issued  each month to the  holders of the
Restated  Warrants to purchase an aggregate  of 39,375 of the  Restated  Warrant
Shares until the Restated  Notes are repaid in full. The exercise price of these
bonus  warrants  shall be the  lower of $0.225  per share or 50% of the  average
closing price of the Company's common stock for the 20 consecutive  trading days
prior to and including July 15, 2006.


                                       2
<PAGE>

      A form of the Restated Note and the Restated Warrant are filed as Exhibits
10.24  and  10.25,  respectively,  to this  Current  Report  on Form 8-K and are
incorporated herein by reference.

Item 2.03.  Creation of a Direct Financial  Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.

      The  information set forth in Item 1.01 above is incorporated by reference
herein.

Item 3.02. Unregistered Sales of Equity Securities and Use of Proceeds

      In connection with the issuance of the Restated Warrants described in Item
1.01 above,  which is  incorporated  by  reference  herein,  the Company  issued
Restated Warrants to the note holders to purchase an aggregate of 315,000 shares
of its common stock in reliance on the exemptions from registration set forth in
Sections 3(a)(9) and 4(2) of the Securities Act of 1933.


                                       3
<PAGE>

Item 9.01. Financial Statements and Exhibits

      (c)   Exhibits

      10.24 Form of Amended and Restated Non-negotiable 12% Promissory Note.

      10.25 Form of Amended and Restated Common Stock Purchase Warrant.


                                       4
<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.

                                       By: /s/ Thomas V. Butta
                                           -------------------------------------
                                           Thomas V. Butta
                                           President

Dated: June 28, 2005


                                       5
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act 1934

                          Date of Report: June 24, 2005

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

                                      Texas
                         (State or other jurisdiction of
                         incorporation or organization)

              333-68213                               74-2896910
      (Commission File Number)           (I.R.S. Employer Identification No.)

   7660 Centurion Parkway, Jacksonville, Florida               32256
     (Address of Principal Executive Offices)               (Zip Code)

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A2. below):

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

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

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

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into Material Definitive Agreement

      On June 24, 2005,  a21,  Inc.  (OTCBB:  ATWO),  a Texas  corporation  (the
"Company"),  amended and restated its  non-negotiable  12% promissory notes (the
"Restated  Notes") made to Vestal Venture Capital,  Richard Neslund and Lewis C.
Pell.  The  aggregate  amount  outstanding  under the Restated  Notes remains at
$1,050,000.

      As of February 29, 2004, the note holders were issued  non-negotiable  12%
promissory  notes (the "Original  Notes").  The Original Notes matured on August
29, 2004 and were  automatically  extended  thereafter.  In connection  with the
Original Notes, the note holders received  warrants to purchase in the aggregate
630,000  shares of the Company's  common stock at $0.45 per share (the "Original
Warrants").  Because the Original Notes were  outstanding as of August 29, 2004,
from such date through  February 28, 2005,  the note holders also received bonus
warrants  to purchase  an  additional  315,000  shares in the  aggregate  of the
Company's  common stock (50% of the shares of common stock initially  underlying
the Original Warrants). For every month thereafter until the Original Notes were
amended and restated,  the note holders  received  bonus warrants to purchase an
additional  105,000  shares in the  aggregate of the  Company's  common stock at
$0.45 per share (equivalent to one-ninth of the then total shares underlying the
Original Warrants). Upon the amendment and restatement of the Original Notes and
issuing the Restated Warrants (as defined below), the holders  surrendered their
Original Notes and Original Warrants and all monthly bonus warrants.

      The  Restated  Notes mature July 15, 2006 (the  "Maturity  Date") and bear
interest due  quarterly  commencing  on September  30, 2005 at a rate of 12% per
annum,  which  increases to 18% per annum after the Maturity  Date. The Restated
Notes include  customary events of default,  including the Company's  failure to
pay any principal or interest when due, the Company's  insolvency or bankruptcy,
or sale of substantially all of the Company's assets.  Upon the occurrence of an
event of default,  a Restated Note becomes due and payable at the written demand
of the holder thereof.

      In connection  with the issuance of the Restated  Notes,  the note holders
received  amended  and  restated  warrants  that expire  February  28, 2009 (the
"Restated  Warrants").  An aggregate of 945,000  shares of the Company's  common
stock  (the  "Restated  Warrant  Shares")  may be  purchased  with the  Restated
Warrants at $0.225 per share (subject to adjustment from time to time),  630,000
of which shares were previously  registered under the Securities Act pursuant to
the  Company's  registration  statement  on Form  SB-2  (333-117929).  Upon  any
prepayment of the Restated  Notes,  a pro rata portion of the Restated  Warrants
will be cancelled.  The aggregate  number of Restated  Warrant  Shares shall not
increase unless the Restated Notes remain  outstanding  after the Maturity Date,
in which case bonus  warrants  will be issued  each month to the  holders of the
Restated  Warrants to purchase an aggregate  of 39,375 of the  Restated  Warrant
Shares until the Restated  Notes are repaid in full. The exercise price of these
bonus  warrants  shall be the  lower of $0.225  per share or 50% of the  average
closing price of the Company's common stock for the 20 consecutive  trading days
prior to and including July 15, 2006.

                                       2
A form of the Restated Note and the Restated Warrant are filed as Exhibits
10.24  and  10.25,  respectively,  to this  Current  Report  on Form 8-K and are
incorporated herein by reference.

Item 2.03.  Creation of a Direct Financial  Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.

      The  information set forth in Item 1.01 above is incorporated by reference
herein.

Item 3.02. Unregistered Sales of Equity Securities and Use of Proceeds

      In connection with the issuance of the Restated Warrants described in Item
1.01 above,  which is  incorporated  by  reference  herein,  the Company  issued
Restated Warrants to the note holders to purchase an aggregate of 315,000 shares
of its common stock in reliance on the exemptions from registration set forth in
Sections 3(a)(9) and 4(2) of the Securities Act of 1933.

                                       3
Item 9.01. Financial Statements and Exhibits

      (c)   Exhibits

      10.24 Form of Amended and Restated Non-negotiable 12% Promissory Note.

      10.25 Form of Amended and Restated Common Stock Purchase Warrant.

                                       4
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.

                                       By: /s/ Thomas V. Butta
                                           -------------------------------------
                                           Thomas V. Butta
                                           President

Dated: June 28, 2005

                                       5