SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Ariav Haim

(Last)

(First)

(Middle)

C/O A21, INC., 7660 CENTURION PARKWAY

(Street)

JACKSONVILLE

32256

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2005

3. Issuer Name and Ticker or Trading Symbol
A21 INC [ ATWO.OB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Creative Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.001	316,667	D
Common Stock, par value $.001	1,163,005	I	By Glossy Finish LLC⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽⁷⁾	01/02/2009	Common Stock	577,941	$0.3	D
Employee Stock Option (right to buy)	⁽⁷⁾	02/01/2006	Common Stock	266,667	$0.15	D
Employee Stock Option (right to buy)	⁽²⁾	10/01/2007	Common Stock	160,000	$0.5	D
Employee Stock Option (right to buy)	⁽³⁾	10/01/2007	Common Stock	120,000	$1	D
Employee Stock Option (right to buy)	⁽⁴⁾	10/01/2007	Common Stock	120,000	$1.5	D
Employee Stock Option (right to buy)	⁽⁷⁾	08/15/2007	Common Stock	310,000	$0.25	D
Warrant (right to buy)	⁽⁷⁾	02/28/2009	Common Stock	53,550	$0.2	I	By Glossy Finish LLC⁽⁵⁾
Warrant (right to buy)	⁽⁷⁾	02/28/2009	Common Stock	53,550	$0.225	I	By Glossy Finish LLC⁽⁵⁾
Warrant (right to buy)	⁽⁷⁾	02/28/2009	Common Stock	53,550	$0.45	I	By Glossy Finish LLC⁽⁵⁾
Warrant (right to buy)	⁽⁷⁾	02/28/2009	Common Stock	42,840	$0.9	I	By Glossy Finish LLC⁽⁵⁾
Warrant (right to buy)	⁽⁷⁾	02/28/2009	Common Stock	42,840	$1.35	I	By Glossy Finish LLC⁽⁵⁾
Employee Stock Option (right to buy)	⁽⁶⁾	04/29/2010	Common Stock	400,000	$0.3	D

Explanation of Responses:

1. Shares are held by Glossy Finish LLC, of which Mr. Ariav is the sole member.

2. This option was granted on October 1, 2002 and became exercisable on the one year anniversary of the date of grant.

3. This option was granted on October 1, 2002 and became exercisable on May 1, 2003.

4. This option was granted on October 1, 2002 and became exercisable on May 1, 2004.

5. Warrants are held by Glossy Finish, of which Mr. Ariav is the sole member.

6. This option is exercisable as to 25% of the shares covered thereby on each of August 31, 2005, February 28, 2006, August 31, 2006 and February 28, 2007.

7. Immediately.

	/s/ Haim Ariav	05/02/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.