                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  SCHEDULE 13D
                   Under the Securities Exchange Act of 1934
                               (Amendment No. 5)*


                                    a21, Inc.
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                                (Name of Issuer)

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

                                    002184109
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                                 (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
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                 (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                January 29, 2007
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             (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
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1.  Names of Reporting Persons.  I.R.S. Identification Nos. of above persons
   (entities only):

                       Jonathan Gallen
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2.  Check the Appropriate Box if a Member of a Group (See Instructions):
         (a)                  Not
         (b)               Applicable
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3.  SEC Use Only
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4.  Source of Funds (See Instructions):  WC, OO
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5.  Check if  Disclosure  of  Legal  Proceedings Is  Required Pursuant  to Items
    2(d) or 2(e):                 Not Applicable
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6.  Citizenship or Place of Organization:  United States
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    Number of                      7. Sole Voting Power:             23,626,922*
                                      ------------------------------------------
    Shares Beneficially            8. Shared Voting Power:                    0
                                      ------------------------------------------
    Owned by
    Each Reporting                 9. Sole Dispositive Power:        23,626,922*
                                      ------------------------------------------
    Person With                   10. Shared Dispositive Power:               0
                                      ------------------------------------------
--------------------------------------------------------------------------------

11. Aggregate Amount Beneficially Owned by Each Reporting Person:   23,626,922*
--------------------------------------------------------------------------------

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
    (See Instructions):          Not Applicable
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13. Percent of Class Represented by Amount in Row (11):  26.8%*
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14. Type of Reporting Person (See Instructions):   IA, IN
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*  As  of  January  29,  2007,  Ahab  Partners,  L.P.  ("Ahab  Partners"),  Ahab
International,  Ltd. ("Ahab International"),  Queequeg Partners, L.P. ("Queequeg
Partners"),  Queequeg,  Ltd. ("Queequeg Ltd.," and, together with Ahab Partners,
Ahab International and Queequeg  Partners,  the "Funds") and one or more private
investment  accounts (the "Accounts") held an aggregate of 20,550,000  shares of
common  stock,  par value  $0.001  per share (the  "Shares"),  of a21,  Inc.,  a
Delaware  corporation  (the  "Company").  As of January 29, 2007, the Funds held
notes (the "Notes")  issued  jointly by the Company and one of its affiliates in
the aggregate  principal  amount of $2,000,000.  The Notes are 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 securities
of the Company held by the Funds and the Accounts. Accordingly, for the purposes
of Rule 13d-3 under the Securities Exchange Act of 1934, as amended,  Mr. Gallen
is deemed to beneficially own 23,626,922  Shares,  or 26.8% of the Shares deemed
issued and outstanding as of January 29, 2007.

<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 Prospectus, as filed
with the  Securities  and  Exchange  Commission  pursuant to Rule  424(b)(3)  on
January 16, 2007,  there were  85,106,458  Shares issued and  outstanding  as of
December 14, 2006.

          As of January 29, 2007,  the Funds and the Accounts  held an aggregate
of  20,550,000  Shares.  As of January  29,  2007,  the Funds held notes  issued
jointly by the  Company and one of its  affiliates  in the  aggregate  principal
amount of $2,000,000  (the "Notes").  The Notes are  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 securities of the
Company  held by the Funds and the  Accounts.  Accordingly,  for the purposes of
Rule 13d-3 under the Securities Exchange Act of 1934, as amended,  Mr. Gallen is
deemed to  beneficially  own  23,626,922  Shares,  or 26.8% of the Shares deemed
issued and outstanding as of January 29, 2007.

          During  the  sixty  days on or prior to  January  29,  2007,  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 Funds, on January
29, 2007, of an aggregate of 77,000 Shares at a price of $0.2977 per Share.  The
purchase  described  above was  effected by the Funds in an  ordinary  brokerage
transaction.


<PAGE>




                                    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.


                                        January 30, 2007


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



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


