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: ~~January~~May 3115, 2008

a21, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation)	000-51285 (Commission File Number)	74-2896910 (I.R.S. Employer Identification No.)
7660 Centurion Parkway, Jacksonville, Florida (Address of Principal Executive Offices)		32256 (Zip Code)

Registrant’s telephone number, including areas code: (904) 565-0066

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

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 12.~~01:~~02 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

~~On April~~The ~~27,~~information ~~2006~~in ~~a21,~~this ~~Inc.~~Current ~~(the~~Report ~~Company”)~~on ~~entered~~Form ~~into~~8-K ashall ~~Securities~~not ~~Purchase~~be ~~Agreement (the~~deemed ~~“Purchase Agreement”) pursuant to which is issued $15.5 million of Secured~~incorporated ~~Convertible~~by ~~Term~~reference ~~Notes with the purchasers named in the Purchase Agreement. On January 31, 2008, the Company entered~~ into aany ~~waiver agreement~~filing ~~with~~under the ~~holders~~Securities ofAct ~~a majority~~ of ~~the outstanding principal amount of the Secured Convertible Term Notes~~1933, toas ~~waive~~amended ~~cash quarterly interest payments until March 31, 2008. In accordance with Section 9.5 of~~ (the ~~Purchase~~ ~~Agreement~~"Securities ~~and Section 5.5 of the Secured Convertible Term Notes~~Act"), ~~note~~or ~~holders representing a majority of~~ the ~~aggregate~~Exchange ~~principal~~Act ~~amount~~regardless of ~~all~~any ofgeneral ~~the~~incorporation ~~outstanding~~language ~~Secured Convertible Term Notes have authority to amend the terms of the notes. Instead of paying~~ in ~~cash,~~such the agreement provides that the Company will settle quarterly interest payments due in January and April 2008 with new notes in the aggregate principal amount equal to the interest due, having substantially the same terms as the original notesfiling. ~~The Company would resume paying quarterly interest in cash beginning with the quarterly interest due in July 2008.~~

~~Item~~On May 915, 2008, a21, Inc.~~01: Exhibits~~ issued a press release announcing its financial results for the three months ended March 31, 2008. The text of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Exhibit	Description
10.1	Form of Waiver dated January 31, 2008

Item 9.01 Financial Statements and Exhibits.

1(a) Not Applicable.

(b) Not Applicable.

(d) Exhibits:

99.1 – Press release, dated May 15, 2008, of a21, Inc.

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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 Costanza
	Thomas Costanza Chief Financial Officer

Dated: ~~February~~May 619, 2008

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EXHIBIT INDEX

Exhibit	Description
10.1	Form of Waiver dated January 31, 2008
99.1	Press release dated May 15, 2008

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Filing Compare · a21, Inc.