<SUBMISSION>
<ACCESSION-NUMBER>0000905718-06-000135
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20060510
<DATE-OF-FILING-DATE-CHANGE>20060510
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>A21 INC
<CIK>0001074436
<ASSIGNED-SIC>7389
<IRS-NUMBER>742896910
<STATE-OF-INCORPORATION>TX
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-78376
<FILM-NUMBER>06823911
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>A21, INC.
<STREET2>7660 CENTURION PARKWAY
<CITY>JACKSONVILLE
<STATE>FL
<ZIP>32256
<PHONE>9045650066
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>7660 CENTURION PARKWAY
<CITY>JACKSONVILLE
<STATE>FL
<ZIP>32256
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>GALLEN JONATHAN
<CIK>0001069726
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<PHONE>2128912132
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>450 PARK AVENUE
<STREET2>28TH FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10022
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>a2113dam3.txt
<DESCRIPTION>SC 13D/A
<TEXT>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  SCHEDULE 13D
                   Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*


                                    a21, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                    Common Stock, par value $0.001 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    002184109
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                                   with a copy to:
    Mr. Jonathan Gallen                            Robert G. Minion, Esq.
    Ahab Partners, L.P.                            Lowenstein Sandler PC
    299 Park Avenue                                65 Livingston Avenue
    New York, New York 10171                       Roseland, New Jersey  07068
    (212) 284-7966                                 (973) 597-2424
--------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 April 27, 2006
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule l3G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule  because of Sections 240.13d-1(e),  240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits.  See Section 240.13d-7 for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


<PAGE>

Cusip No.         002184109
--------------------------------------------------------------------------------
1.  Names of Reporting Persons.  I.R.S. Identification Nos. of above persons
   (entities only):

                       Jonathan Gallen
--------------------------------------------------------------------------------
2.  Check the Appropriate Box if a Member of a Group (See Instructions):
         (a)                  Not
         (b)               Applicable
--------------------------------------------------------------------------------

3.  SEC Use Only
--------------------------------------------------------------------------------

4.  Source of Funds (See Instructions):  WC, OO
--------------------------------------------------------------------------------

5.  Check if  Disclosure  of  Legal  Proceedings Is  Required Pursuant  to Items
    2(d) or 2(e):                 Not Applicable
--------------------------------------------------------------------------------

6.  Citizenship or Place of Organization:  United States
--------------------------------------------------------------------------------

    Number of                      7. Sole Voting Power:             20,200,000*
                                      ------------------------------------------
    Shares Beneficially            8. Shared Voting Power:                    0
                                      ------------------------------------------
    Owned by
    Each Reporting                 9. Sole Dispositive Power:        20,200,000*
                                      ------------------------------------------
    Person With                   10. Shared Dispositive Power:               0
                                      ------------------------------------------
--------------------------------------------------------------------------------

11. Aggregate Amount Beneficially Owned by Each Reporting Person:   20,200,000*
--------------------------------------------------------------------------------

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
    (See Instructions):          Not Applicable
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):  26.2%*
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions):   IA, IN
--------------------------------------------------------------------------------

* As of  April  27,  2006,  Ahab  Partners,  L.P.  ("Ahab  Partners")  and  Ahab
International, Ltd. ("Ahab International," and, together with Ahab Partners, the
"Ahab Funds") held an aggregate of 20,200,000  shares of common stock, par value
$0.001  per  share  (the  "Shares"),  of a21,  Inc.,  a Texas  corporation  (the
"Company"). On April 27, 2006, Queequeg Partners, L.P. ("Queequeg Partners") and
Queequeg,  Ltd.  ("Queequeg  Ltd.," and,  together with Queequeg  Partners,  the
"Queequeg  Funds")  purchased  notes (the "Notes") issued jointly by the Company
and one of its affiliates in the aggregate principal amount of $2,000,000.  Upon
the Company's receipt of written authorization of a majority of its shareholders
to increase the number of its authorized shares to allow for the full conversion
of the Notes into Shares,  the Notes will be convertible into 3,076,922  Shares,
subject to adjustment in certain  circumstances.  Jonathan Gallen possesses sole
power to vote and direct the  disposition  of all Shares  held by the Ahab Funds
and the Queequeg  Funds.  Accordingly,  for the purposes of Rule 13d-3 under the
Securities  Exchange  Act  of  1934,  as  amended,   Mr.  Gallen  is  deemed  to
beneficially  own  20,200,000  Shares,  or 26.2% of the Shares deemed issued and
outstanding as of April 27, 2006. Upon  satisfaction of the condition  precedent
with  respect  to the  Notes  described  above,  Mr.  Gallen  will be  deemed to
beneficially  own  23,276,922  Shares or 29.0% of the Shares  deemed  issued and
outstanding as of April 27, 2006.

<PAGE>

Item 1.   Security and Issuer.
          -------------------

          Item 1 is hereby restated in its entirety as follows:

          The class of equity  securities  to which this  Schedule 13D Amendment
No. 3 relates is the common stock, par value $0.001 per share (the "Shares"), of
a21, Inc., a Texas corporation (the "Company").  The principal executive offices
of the Company  are located at 7660  Centurion  Parkway,  Jacksonville,  Florida
32256.


Item 2.   Identity and Background.
          -----------------------

          Item 2 is hereby restated in its entirety as follows:

          The person filing this  statement is Jonathan  Gallen,  whose business
address is c/o Ahab Partners,  L.P., 299 Park Avenue,  New York, New York 10171.
Mr. Gallen serves,  indirectly  through one or more entities,  as the investment
adviser for, and exercises sole voting and investment  authority with respect to
the  securities  held by, each of (i) Ahab  Partners,  L.P.,  a New York limited
partnership  ("Ahab  Partners"),  (ii) Ahab  International,  Ltd., a corporation
organized  under the laws of the Bahamas ("Ahab  International,"  and,  together
with Ahab Partners, the "Ahab Funds"), (iii) Queequeg Partners, L.P., a Delaware
limited  partnership  ("Queequeg  Partners") and (iv) Queequeg,  Ltd. ("Queequeg
Limited," and, together with Queequeg Partners,  the "Queequeg Funds"). The Ahab
Funds  and the  Queequeg  Funds  (together,  the  "Funds")  are  engaged  in the
investment  in  personal  property  of all kinds,  including  but not limited to
capital  stock,  depository  receipts,   investment  companies,   mutual  funds,
subscriptions,  warrants, bonds, notes, debentures, options and other securities
of whatever  kind and nature.  Mr.  Gallen also invests his  personal  funds and
provides investment management services for various other third parties.

          Mr.  Gallen  has  never  been  convicted  in any  criminal  proceeding
(excluding traffic violations or similar misdemeanors),  nor has he been a party
to any civil proceeding  commenced before a judicial or  administrative  body of
competent  jurisdiction  as a  result  of which  he was or is now  subject  to a
judgment,  decree or final order enjoining future  violations of, or prohibiting
or mandating  activities subject to, federal or state securities laws or finding
any violation  with respect to such laws.  Mr. Gallen is a citizen of the United
States.


Item 3.   Source and Amount of Funds or Other Consideration.
          --------------------------------------------------

          Item 3 is hereby restated in its entirety as follows:

          All of the funds used to purchase the  convertible  notes described in
Item 5 of this Schedule 13D Amendment No. 3 on behalf of the Queequeg Funds have
come directly  from the assets of the Queequeg  Funds.  The aggregate  amount of
funds used in making the purchase specified herein was $2,000,000.00.


Item 4.   Purpose of Transaction.
          ----------------------

          Item 4 is hereby restated in its entirety as follows:

          The acquisition of the securities referred to herein is for investment
purposes on behalf of the Funds.  Mr.  Gallen has no present plans or intentions
which  relate  to or would  result  in any of the  transactions  required  to be
described in Item 4 of this Schedule 13D Amendment No. 3.

<PAGE>


Item 5.   Interest in Securities of the Issuer.
          ------------------------------------

          Item 5 is hereby restated in its entirety as follows:

          Based upon  information  set forth in the  Company's  Annual Report on
Form  10-KSB/A for the fiscal year ended  December  31, 2005,  as filed with the
Securities  and Exchange  Commission  on April 24, 2006,  there were  77,073,129
Shares issued and outstanding as of March 27, 2006.

          As of April 27, 2006,  the Ahab Funds held an aggregate of  20,200,000
Shares.  On April 27, 2006, the Queequeg Funds purchased notes issued jointly by
the Company  and one of its  affiliates  in the  aggregate  principal  amount of
$2,000,000 (the "Notes"),  as described in Item 6 of this Schedule 13D Amendment
No. 3. Upon the Company's receipt of written  authorization of a majority of its
shareholders  to increase the number of its  authorized  shares to allow for the
full  conversion of the Notes into Shares,  the Notes will be  convertible  into
3,076,922  Shares,  subject to  adjustment  in certain  circumstances.  Jonathan
Gallen  possesses  sole power to vote and direct the  disposition  of all Shares
held by the  Funds.  Accordingly,  for the  purposes  of Rule  13d-3  under  the
Securities  Exchange  Act  of  1934,  as  amended,   Mr.  Gallen  is  deemed  to
beneficially  own  20,200,000  Shares,  or 26.2% of the Shares deemed issued and
outstanding as of April 27, 2006. Upon  satisfaction of the condition  precedent
with  respect  to the  Notes  described  above,  Mr.  Gallen  will be  deemed to
beneficially  own  23,276,922  Shares or 29.0% of the Shares  deemed  issued and
outstanding as of April 27, 2006.

          During  the  sixty  days on or  prior  to  April  27,  2006,  the only
transaction  in Shares,  or  securities  convertible  into,  exercisable  for or
exchangeable for Shares,  by Mr. Gallen or any other person or entity controlled
by him or any  person or  entity  for which he  possesses  voting or  investment
control over the securities thereof,  was the purchase by the Queequeg Funds, on
April 27, 2006, of the  convertible  Notes  described in Item 6 of this Schedule
13D Amendment No. 3 for an aggregate purchase price of $2,000,000.  The purchase
described above was effected by the Queequeg Funds in a private transaction with
the Company and certain other third parties.


Item 6.   Contracts, Arrangements, Understandings or Relationships
          With Respect to Securities of the Issuer.
          -----------------------------------------

          Item 6 is hereby restated in its entirety as follows:

          Pursuant  to a Stock  Purchase  Agreement,  dated as of April 27, 2006
(the  "Purchase  Agreement"),  by and among the  Company,  SuperStock,  Inc.,  a
Florida  corporation and subsidiary of the Company  ("SuperStock,"  and together
with the Company, the "Companies"),  each of the purchasers set forth on Exhibit
A thereto and Queequeg Partners, as agent for the purchasers (the "Agent"),  the
Companies  issued  $15,500,000  of Senior  Secured  Convertible  Notes,  as more
particularly set forth and described in the Purchase  Agreement  incorporated by
reference as Exhibit 1 hereto.  The Notes,  due March 31, 2011, bear interest at
5% per annum, as more  particularly  set forth and described in the form of Note
incorporated by reference as Exhibit 2 hereto.

          In  connection  with  the  purchase  of  the  Notes  and  the  related
transactions thereto described in this Schedule 13D Amendment No. 3, among other
agreements,  the Company  and the Agent,  on its own behalf and on behalf of the
holders of the Notes, entered into (i) a Registration Rights Agreement, dated as
of April 27, 2006 (the "Registration  Rights Agreement"),  pursuant to which the
Company shall register the Shares issued pursuant to the Notes for resale by the
filing of a registration  statement with the Securities and Exchange Commission,
pursuant to the  Securities Act of 1933, as amended,  and perform  various other
obligations and agreements  related to such  registration,  as more particularly
set forth and described in the  Registration  Rights  Agreement  incorporated by
reference as Exhibit 3 hereto and (ii) a Master Security Agreement,  dated April
27,  2006 (the  "Master  Security  Agreement"),  pursuant to which the Notes are
secured  by  substantially  all  of  the  assets  of  the  Companies,   as  more
particularly   set  forth  and  described  in  the  Master  Security   Agreement
incorporated by reference as Exhibit 4 hereto.

          The  descriptions of the transactions and agreements set forth in this
Schedule 13D Amendment No. 3 are qualified in their entirety by reference to the
complete  agreements  governing such matters,  each of which are incorporated by
reference to this Schedule 13D  Amendment  No. 3 as exhibits  pursuant to Item 7
hereof.

          Except as otherwise  described  herein,  no  contracts,  arrangements,
understandings or similar  relationships exist with respect to the securities of
the Company between Mr. Gallen and any person or entity.


<PAGE>


Item 7.   Material to be Filed as Exhibits.
          --------------------------------

          Item 7 is hereby restated in its entirety as follows:

          1.  Securities  Purchase  Agreement  dated as of April 27, 2006 by and
among a21, Inc.,  SuperStock,  Inc., Queequeg Partners,  L.P. and the purchasers
named therein,  incorporated  by reference to Exhibit 10.1 to the Current Report
on Form 8-K, dated April 27, 2006, as filed by a21, Inc. with the Securities and
Exchange Commission on May 3, 2006.

          2. Form of Secured Convertible Term Note dated as of April 27, 2006 by
and  among  a21,  Inc.,   SuperStock,   Inc.  and  various  purchasers  thereof,
incorporated  by  reference  to Exhibit 4.1 to the  Current  Report on Form 8-K,
dated April 27, 2006,  as filed by a21, Inc.  with the  Securities  and Exchange
Commission on May 3, 2006.

          3.  Registration  Rights  Agreement  dated as of April 27, 2006 by and
between a21,  Inc. and Queequeg  Partners,  L.P., on its own behalf and as Agent
for various other parties named  therein,  incorporated  by reference to Exhibit
4.2 to the Current  Report on Form 8-K,  dated April 27, 2006,  as filed by a21,
Inc. with the Securities and Exchange Commission on May 3, 2006.

          4. Master Security Agreement dated as of April 27, 2006 by and between
a21,  Inc.  and  Queequeg  Partners,  L.P.,  on its own  behalf and as Agent for
various other parties named therein,  incorporated  by reference to Exhibit 10.2
to the Current  Report on Form 8-K,  dated April 27, 2006, as filed by a21, Inc.
with the Securities and Exchange Commission on May 3, 2006.




                                    Signature
                                    ---------

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.


                                        May 9, 2006


                                        /s/ Jonathan Gallen
                                        ----------------------------------------
                                        Jonathan Gallen, in his capacity as the
                                        investment  adviser  for Ahab  Partners,
                                        L.P., Ahab International, Ltd., Queequeg
                                        Partners, L.P. and Queequeg, Ltd.



Attention:  Intentional  misstatements  or omissions of fact constitute  Federal
criminal violations (See 18 U.S.C. 1001).


</TEXT>
</DOCUMENT>
</SUBMISSION>
