<PAGE>
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  -------------
                                  FORM 10-KSB/A
                                  -------------

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the Fiscal Year Ended: December 31, 2005

                                       OR

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

           For the transition period from ____________ to ____________


                         Commission File Number: 0-32315

                                  ZANETT, INC.

                 (Name of Small Business Issuer in Its Charter)

                Delaware                                      56-4389547
    -------------------------------                       --------------------
    (State or Other Jurisdiction of                         (I.R.S. Employer
     Incorporation or Organization)                       Identification No.)

635 Madison Avenue, 15th Floor, New York, NY                    10022
----------------------------------------------                ----------
(Address of principal executive offices)                      (Zip Code)

                                 (646) 502-1800

                                 ---------------

                (Issuer's telephone number, including area code)

                                 ---------------

       Securities registered under to Section 12(g) of the Exchange Act:

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

     Check whether the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act |_|

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that Registrant was required to file such reports) and (2) has
been subject to such filing requirements for the past 90 days. YES |X| NO |_|

                                       1
<PAGE>


      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |_|

      Indicate by check mark whether the registrant is a shell company as
defined in Rule 12b-2 of the Exchange Act |_| YES    |X| NO

      Issuer's revenues for the year ended December 31, 2005 were $34,891,556.

      The aggregate market value of the voting and non-voting common equity held
by non-affiliates as of April 10, 2006 is $5,769,181 based on the closing price
of the Registrant's common stock on such date of $3.11 as reported by the Nasdaq
Small Cap Market.

     There were 28,589,804 shares of common stock outstanding as of April 12,
2006.

DOCUMENTS INCORPORATED BY REFERENCE

      None


                                       2
<PAGE>
                                  ZANETT, INC.
                          ANNUAL REPORT ON FORM 10-KSB
                            FOR THE FISCAL YEAR ENDED
                                DECEMBER 31, 2005

                                TABLE OF CONTENTS


                                EXPLANATORY NOTE

      Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as
amended, Zanett, Inc., also referred to herein as the Company, hereby amends its
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 by
adding certain information required by Items 9, 10, 13 and 14 of Part III.
Except as noted above, this Amendment does not update information that was
presented in the Company's original Annual Report on Form 10-KSB filed on April
17, 2006 to reflect recent developments that have occurred since that date.
Additional information about the Company can be found in other filings it has
made with the Commission.


                                                                         PAGE

                                    PART III
Item 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the Exchange Act         4
Item 10. Executive Compensation                                             8
Item 13. Exhibits and Reports on Form 8-K                                  12
Item 14. Principal Accountant Fees and Services                            15


                                       3


<PAGE>
                                    PART III


Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.

Our directors and executive officers, their ages and positions are set forth
below:
<TABLE>
<CAPTION>
Name                           Age                    Title                    Since
---------------------          ---          -------------------------        ---------
<S>                           <C>           <C>                              <C>
Claudio M. Guazzoni             43          Chairman, Chief Executive           2000
                                            Officer and Director
Jack M. Rapport                 53          President                           2001
Kenneth DeRobertis              49          Chief Financial Officer             2006
Pierre-Georges Roy              40          Secretary                           2001
L. Scott Perry                  57          Director                            2001
Jay W. Kelley                   64          Director                            2003
William H. Church               59          Director                            2004
Leonard G. Goldstein            56          Director                            2005
R. Evans Hineman                71          Director                            2005
</TABLE>
All terms of office are for one year.

Claudio M. Guazzoni - Mr. Guazzoni was named Chief Executive Officer of Zanett,
Inc. effective as of the close of business on February 10, 2006, after serving
as President of Zanett, Inc. since he co-founded the Company in 2000. Prior to
such time, he had co-founded The Zanett Securities Corporation in 1993, of which
he is still President. At Zanett Securities Corporation, Mr. Guazzoni was
instrumental in the success and initial public offering of a number of young
technology companies, including YouthStream Media, Inc., Robotic Vision Systems,
Inc., SmartServ Online, and FiberNet Telecom Group. His previous work in mergers
and acquisitions for Salomon Brothers and past experience as a fund manager
responsible for managing portfolios aggregating in excess of $1.4 billion,
provides Zanett with expertise in international finance and deal structuring.

Jack M. Rapport - Mr. Rapport was named President of Zanett, Inc. effective as
of the close of business on February 10, 2006, after serving as the Chief
Financial Officer since April 2001. Prior to such time, Mr. Rapport served as
the interim Chief Financial Officer of Adept, Inc. and then the Vice President
of Corporate Development for Coriva, Inc., a wholly-owned subsidiary of Adept,
Inc., since early 2000. From 1998 to early 2000, Mr. Rapport served as President
and Chief Executive Officer of Whitehall Capital Associates, Ltd., a financial
services company, in 1998 and Wyndham Capital Management, Ltd., a financial
consulting firm, in 1999. From 1995 to 1997, Mr. Rapport was the Executive Vice
President and Chief Financial Officer of The Pharmacy Fund, Inc., a healthcare
finance company. In total, Mr. Rapport has over thirty years of financial and
business experience in both public and private corporate settings including:
Bank of America, Manufacturers Hanover Trust Co. (now JPMorganChase) and Blue
Cross and Blue Shield of Maryland.

Kenneth A. DeRobertis - Mr. DeRobertis was named Chief Financial Officer of
Zanett, Inc. effective as of the close of business on February 10, 2006, after
serving as the Corporate Controller of Zanett, Inc. since June 2004. Prior to
such time, Mr. DeRobertis served as a consultant to Zanett, Inc.. Prior to
joining Zanett, Inc. on a full time basis, he served as the Director of
Corporate Reporting for Monster Worldwide (formally TMP Worldwide Inc.), the
parent company of Monster, a leading global online careers property, from 2001
to 2003. From 1993 to 2001, Mr. DeRobertis was with The Man Group USA (formally
E.D. & F. Man Inc.), an agricultural/financial services/asset management firm
whose parent company was based in the United Kingdom and listed on the London
Stock Exchange. During this period, he served as the Assistant Controller to the
Brokerage Division from 1993 to 1996, Finance Director for a derivative bond
trading desk in the Asset Management Division from 1996 to 1999 and from 1999 to
2001 he served as the Corporate Controller of North America.

                                       4
<PAGE>
Pierre-Georges Roy - Mr. Roy has served as Secretary of Zanett, Inc. since 2001,
and served as Chief Legal Officer of Zanett, Inc. from 2001 to February, 2006.
Prior to such time, Mr. Roy served as Vice President - Corporate Development and
General Counsel for Openstream, Inc., a software developer of wireless
applications, from 2000 to 2001 and was a practice leader in telecom corporate
finance and mergers and acquisitions with Clifford Chance, the world's largest
law firm, from 1997 to 2000. At Clifford Chance, Mr. Roy managed transactions
worth over $20 billion in combined value.

L. Scott Perry - Mr. Perry was with AT&T Corporation from January 1997 until his
retirement in January 2002. During this period, he served as Vice President -
Advanced Platform Systems from January 1997 to May 1998, Vice President -
Strategy and Alliances from May 1998 to December 1999 and Vice President of
Strategy & Business Development from January 2000 until his retirement. In these
roles, he was responsible for building and refining the business strategy of
AT&T and leading the development of growth plans which included close and
effective relationships with other computer and networking product and service
firms. Mr. Perry and his team led AT&T Corporation's 1998 acquisition of IBM's
Global Network business.

Before joining AT&T, Mr. Perry was with IBM for almost sixteen years. During
that time he held a number of marketing and sales executive positions,
culminating in his last assignment as General Manager, Academic Computing
Information Systems, an independent business unit with responsibility for
strategy, development, marketing and support of information systems to the
higher education marketplace.

Mr. Perry currently served as non-executive Chairman of INEA, a corporate
performance management software company, and Chairman of Smartserv Online, a
NASDAQ listed wireless application provider. He is also an advisor and Operating
Partner of Global Communications Partners, an early stage venture capital fund
based in Menlo Park, California.

In addition to his board and advisory responsibilities, Mr. Perry is the founder
and principal of Cobblers Hill Group, based in Weston, Connecticut, through
which he advises a number of small and early stage companies as well as engaging
with other larger companies on strategic consulting engagements.

Jay W. Kelley - General Kelley completed a 37-year Air Force career in 1996 at
the rank of Lieutenant General. He served as a Base Commander and Strategic
Missile Wing Commander, Vice Commander of Air Force Space Command, Director of
Public Affairs in the Office of the Secretary of the Air Force, Commander of Air
University, and Director of Education at the Air Education and Training Command.
Immediately following his retirement from the Air Force, General Kelley worked
with Toffler Associates where he developed and orchestrated "futurist" business
strategies with major corporations and government organizations. He was the
first person appointed to the Advisory Board when it was created, and continues
to serve in that capacity.

From March 20, 2000 until March 2003, General Kelley was Vice President of
Military Programs for Lockheed Martin Technical Operations (LMTO). Prior to
joining LMTO, General Kelley was employed by System Technology Associates, Inc.,
where he was Chief Operating Officer. There, he had responsibility for directing
and overseeing the activity of the corporate staff and field operations.

                                       5
<PAGE>
Since 2003, General Kelley has been a Senior Vice President in the National
Security Solutions Group of Mantech International Corporation where he has
primary responsibility for ManTech's business relating to Department of Defense
and intelligence community space programs and other Midwest operations.

General Kelley earned his Bachelor of Science degree from the United States Air
Force Academy in Colorado Springs in 1964, and a Master of Science degree in
Political Science from Auburn University in Montgomery, Alabama, in 1973. He
completed Squadron Officer School, Maxwell AFB, in 1967; Air Command and Staff
College in 1973; Research Associate Studies in 1980, International Institute for
Strategic Studies, London, England; National War College in 1981, Fort Lesley J.
McNair; the Program for Senior Executives in National and International Security
in 1986, John F. Kennedy School of Government, Harvard University; and the
Program on Foreign Politics and National Interest, Massachusetts Institute of
Technology, in 1987.

William H. Church - Mr. Church has over 30 years of experience advising
management and Boards of Directors of high growth publicly traded companies. He
is a retired Ernst & Young partner and was instrumental in the establishment and
successful development of the Ernst & Young Tax and Human Capital Practice in
the New York Metro Area and in Tokyo, Japan.

Mr. Church received a B.S. degree from Marquette University. He is a Certified
Public Accountant in New York and Wisconsin, a member of the American Institute
of Certified Public Accountants and the New York State Society of Certified
Public Accountants.

Leonard G. Goldstein - Mr. Goldstein brings over 25 years of diversified
technology and financial experience to the investment community. From 2001 to
2003, he was the Chief Information Officer of Pequot Capital Management, a
premier hedge fund and venture capital group based in Westport, Connecticut and
New York City, NY. He was responsible for overall technology strategy,
evaluation, implementation and operations.

Prior to Pequot, he served as the CIO of IntraLinks, responsible for all aspects
of technology including: Research & Development, ASP Hosting Services,
Operations, Information Security, Infrastructure and CRM/ERP systems. As a
founding partner, he was instrumental in growing IntraLinks to a major player in
the area of digital collaboration. Prior to IntraLinks, he was a Vice President
in the Investment Research Department at Goldman, Sachs & Company; responsible
for the development, implementation and operation of a large scale Internet
based research delivery system known as the ResearchXpresssm.

Mr. Goldstein has his doctorate and masters degrees in engineering from Brooklyn
Polytechnic Institute and New York University.

R. Evans Hineman - Mr. Hineman is currently a private consultant. Previously he
served as corporate Executive Vice President and president of the National
Security Solutions Group of ManTech International Corporation. He also served as
Litton Vice President for Intelligence, president of Litton/TASC and other
leadership positions in TASC supporting customers in the intelligence community
and other government entities. Prior to joining TASC in 1989, Mr. Hineman had
served for more than thirty-three years in the U.S. Government.

                                       6
<PAGE>
Mr. Hineman joined the Central Intelligence Agency in 1964 as part the newly
formed Foreign Missile and Space Analysis Center (FMSAC) where he served in
various positions in the weapons analysis field including the Director of
Weapons Intelligence. In 1973, Mr. Hineman was appointed by the Director of
Central Intelligence to the DCI's Weapon and Space System Intelligence
Committee, where he oversaw intelligence community missile and space analysis
activities on behalf of the DCI.

From 1979 until 1982, Mr. Hineman served as the Associate Deputy Director of
Intelligence and in that position assisted in the management of all of CIA's
analytic and intelligence production activities. Mr. Hineman was subsequently
appointed Deputy Director for Science and Technology of the CIA and Director of
Program B in the National Reconnaissance Office in July 1982 and served in that
position until his retirement from government service in September 1989. As the
DDS&T, he was responsible for management of an organization engaged in research,
development, engineering and operations of various intelligence collection and
information processing systems.

On the occasion of the CIA's fiftieth anniversary, Mr. Hineman was awarded one
of fifty Trailblazer awards for his service. He holds the CIA's Distinguished
Intelligence Medal, the NRO's Distinguished Service Medal, and two National
Intelligence Distinguished Service Medals and has served on various advisory
boards for the government.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the timely filing of reports of
ownership and changes in ownership with the Securities and Exchange Commission
by Zanett's directors, certain of its officers and persons who own more than ten
percent (10%) of Zanett's Common Stock.

The Company believes that all filings under Section 16(a) were timely made,
except that a Form 4 filing was made by Mr. Rapport on January 24, 2005 to
report a sale of Company securities on January 5, 2005 and that Forms 4 were
filed on March 1, 2006 for each of Messrs. Rapport and Roy reporting the
November 7, 2005 surrender of securities to the Company by each in satisfaction
of certain promissory notes.

CODE OF ETHICS

The Company has adopted a code of ethics that applies to the Company's principal
executive officer, principal financial officer, principal accounting officer or
controller, and persons performing similar functions. The Company shall provide
to any person without charge, upon request, a copy of its code of ethics.
Requests should be sent to the Company's headquarters, attention: Secretary.

                                       7
<PAGE>

Item 10. Executive Compensation

During the fiscal years ended December 31, 2005, 2004, and 2003, executive
officers received compensation for services provided to the Company, as detailed
in the table below.
<TABLE>
<CAPTION>
                                           Annual Compensation                            Long Term Compensation
                            ------------------------------------------------  --------------------------------------------------

                                                                 Other        Restricted       Securities                All
                                                                 Annual          Stock         Underlying               Other
                              Year     Salary        Bonus    Compensation       Awards          Options            Compensation
                            ------------------------------------------------  --------------------------------    --------------
<S>                           <C>     <C>           <C>         <C>            <C>             <C>                  <C>
David M. McCarthy       (1)   2005     110,000      $41,000     $    -         $      -               -             $    -
                              2004     110,000       15,000          -                -               -                  -
                              2003     110,000       23,000          -                -               -                  -

Claudio M. Guazzoni           2005    $110,000      $15,000     $    -         $      -               -             $    -
Chief Executive Officer (1)   2004     110,000       15,000          -                -               -                  -
and Director                  2003     110,000       23,000          -                -               -                  -

Jack M. Rapport               2005    $187,500      $12,000     $    -         $      -               -             $    -
President               (1)   2004     150,000       10,000          -                -               -                  -
                              2003     150,000       20,000          -                -         750,000  (2)             -
                              2002     130,000            -          -            3,000               -                  -

Pierre-Georges Roy            2005    $187,500      $12,000     $    -         $      -               -             $    -
Chief Legal Officer           2004     150,000       10,000          -                -               -                  -
and Secretary                 2003     150,000       20,000          -                -         750,000  (2)             -
                              2002     120,000            -          -           45,000               -                  -
</TABLE>
(1) Effective as of the close of business on February 10, 2006, Claudio M.
Guazzoni, formerly the President of Zanett, Inc., was elected Chairman of the
Board and appointed Chief Executive Officer of our company, replacing David M.
McCarthy. Also effective as of the close of business on February 10, 2006, Jack
M. Rapport, formerly the Chief Financial Officer, was appointed President of our
company, and Kenneth DeRobertis, the former controller, was appointed Chief
Financial Officer.

(2) On August 4, 2003, the Company awarded 750,000 options to purchase Common
Stock to each of Messrs. Rapport and Roy at an exercise price of $2.00 per
share, which was the market price on the grant date. These options were
exercisable immediately but the underlying shares are initially unvested, with
vesting to occur on August 4, 2008 or as otherwise determined by the Board of
Directors.

COMPENSATION OF DIRECTORS

Zanett does not pay fees to any of our directors. The Board of Directors has
established a practice of granting each non-employee director an option under
the Zanett, Inc. Incentive Stock Plan to purchase up to 100,000 shares of the
Company's common stock with an exercise price equal to market price at the time
of the grant. These options are exercisable immediately but the underlying
shares are initially unvested. The vesting for the shares underlying these
options is as follows:

Mr. Church's shares vested or will vest one third each on September 1, 2005,
September 1, 2006 and September 1, 2007. Mr. Goldstein's shares vested or will
vest one third each on April 21, 2006, April 21, 2007 and April 21, 2008.
General Kelley's shares vested or will vest one third each on June 17, 2004,
June 17, 2005 and June 17, 2006. Mr. Hineman's shares will vest on third each on
July 20, 2006, July 20, 2007 and July 20, 2008. Any shares obtained through the
exercise of these options are subject to a repurchase feature until vested and
thereafter all vested shares are subject to a lock-up agreement that precludes
the sale of the shares, except as otherwise provided in such agreement. As of
April 28, 2006, none of the Directors have exercised any of their options.

EMPLOYMENT AGREEMENTS

The Company has employment agreements with two officers of the Company, Messrs.
McCarthy and Guazzoni, described as follows:

Mr. Guazzoni has a two-year employment agreement that will be renewed for
successive annual terms until canceled by the Company or the officer.
Compensation will be determined by the officer and the Company on an annual
basis and may consist of a combination of cash compensation and grants of
incentive stock options. For the years ended December 31, 2003, 2004 and 2005,
the Company agreed to a base annual compensation of $110,000.

During 2005 Mr. McCarthy had a two-year employment agreement that was renewable
for successive annual terms until canceled by the Company or the officer.
Compensation was determined by the officer and the Company on an annual basis
and could consist of a combination of cash compensation and grants of incentive
stock options. The employment agreement was canceled when Mr. McCarthy left the
Company in 2006.

                                       8
<PAGE>

STOCK OPTIONS

The following table presents information as to the exercise of options to
purchase the Company's common stock and the fiscal year-end value of unexercised
options for all of the persons named in the summary compensation table. None of
the persons named in the summary compensation table were granted options during
2005.
<TABLE>
<CAPTION>
                                        Aggregate Option Exercises in 2005
                                       and December 31, 2005 Option Values

                                                       Number of Unexercised Options at       Value of Unexercised In-The-Money
                                                              December 31, 2005                Options at December 31, 2005(1)
                                                      ---------------------------------       ---------------------------------
                          Shares
                       Acquired on      Value
     Name                Exercise      Realized       Exercisable        Unexercisable         Exercisable        Unexercisable
     ----                --------      --------       -----------        -------------         -----------        -------------
<S>                       <C>         <C>               <C>              <C>                 <C>                  <C>
Claudio M. Guazzoni         --            --
Jack M. Rapport             --            --            750,000                              $1,072,500
Pierre-Georges Roy          --            --            750,000                              $1,072,500
David M. McCarthy           --            --
</TABLE>
(1) In-the-money options are those where the fair market value of the underlying
securities exceeds the exercise price of the option. The dollar values of the
options are calculated by determining the difference between the exercise price
of the options and the closing price of the Company's common stock on December
30, 2005, which was $3.43 per share.

                                       9
<PAGE>

Item 13. Exhibits List and Reports on Form 8-K


The following documents are filed as part of this Report:
Exhibits List and Reports on Form 8-K

(a)  Exhibits

Exhibit
Number    Document
-------   --------
2.1(1)    Agreement and Plan of Merger by and among Back Bay Technologies, Inc.,
          Planet Zanett, Inc., Planet Zanett Merger Sub BBT, Inc. and the
          shareholders of Back Bay Technologies, Inc. dated as of
          December 7, 2001

2.2(2)    Agreement and Plan of Merger by and among Brandywine Computer Group,
          Inc., Planet Zanett, Inc., Planet Zanett Merger Sub BCG, Inc. and the
          shareholders of Brandywine Computer Group, Inc. dated
          as of May 31, 2002

2.3(3)    Agreement and Plan of Merger by and among Paragon Dynamics, Inc.,
          Zanett, Inc., Zanett Inc. Merger Sub PDI, Inc. and the shareholders of
          Paragon Dynamics, Inc. dated as of January 31, 2003

2.4(4)    Agreement and Plan of Merger by and among DeltaData, Inc., Zanett,
          Inc., Zanett Merger Sub DCG, Inc. and the majority shareholder of
          DeltaData, Inc. dated as of November 30, 2003

2.5(5)    Asset Purchase Agreement between Brandywine Computer Group, Inc. and
          Computer Network Technology Corporation dated as of April 23, 2004

2.6(6)    Stock Purchase Agreement by and among Whitebread Technology Partners,
          Inc. Zanett Inc., and Joel D'Arcy dated as of March 1, 2005.


                                       10
<PAGE>
2.6(7)    Agreement and Plan of Merger of Whitebread Technology Partners, Inc.
          and Zanett Commercial Solutions, Inc. dated as of December 30, 2005.

2.7(7)    Agreement and Plan of Merger of INRANGE Consulting Corporation and
          Zanett Commercial Solutions, Inc. dated as of December 30, 2005.

2.8(7)    Agreement and Plan of Merger of Back Bay Technologies Inc. and Zanett
          Commercial Solutions, Inc. dated as of December 30, 2005.

3.1(8)    Certificate of Incorporation.

3.2(8)    Bylaws.

4.1(9)    Indenture between Zanett, Inc. and U.S. Bank National Association,
          dated February 1, 2005.

4.2(9)    Form of Note

4.3(9)    Form of Note Confirmation

4.4(9)    Form of Subscription Agreement

10.1(10)  Investor Rights Agreement dated as of January 26, 2001 by and between
          GlobeDrive.com, Inc. and Planet Zanett Corporate Incubator, Inc.

10.2(10)  Stockholders' Agreement dated as of January 26, 2001 by and between
          GlobeDrive.com, Inc. and Planet Zanett Corporate Incubator, Inc.

10.3(10)  Stock Purchase Agreement dated as of January 26, 2001 by and between
          GlobeDrive.com, Inc., Planet Zanett Corporate Incubator, Inc., NOLA I,
          LLC, Yossi Krasnjanski and Oleg Rabaev

10.4(11)  Amendment to Investor Rights Agreement dated as of August 31, 2001 by
          and between GlobeDrive.com, Inc., Planet Zanett Corporate Incubator,
          Inc., NOLA I, LLC, Yossi Krasnjanski and Oleg Rabaev

10.5(11)  Amendment to Stockholders' Agreement dated as of August 31, 2001 by
          and between GlobeDrive.com, Inc., Planet Zanett Corporate Incubator,
          Inc., NOLA I, LLC, Yossi Krasnjanski and Oleg Rabaev

10.6(11)  Letter agreement dated as of August 13, 2001 by and between Fanlink
          Networks, Inc. and Planet Zanett Corporate Incubator, Inc.

10.7(11)  Convertible Promissory Note in the amount of $60,000 dated November
          30, 2001 issued by InfoDream Corporation to Planet Zanett Corporate
          Incubator, Inc.

10.8(11)  Convertible Promissory Note in the amount of $50,000 dated February
          15, 2002 issued by InfoDream Corporation to Planet Zanett Corporate
          Incubator, Inc.

10.9(12)* Zanett Inc. Amended and Restated Incentive Stock Plan

10.10(13) Loan and Security Agreement dated as of September 1, 2004 by and among
          Zanett, Inc., Back Bay Technologies, Inc., INRANGE Consulting
          Corporation, Paragon Dynamics, Inc., Delta Communications Group, Inc.,
          and Fifth Third Bank.

                                       11
<PAGE>
10.11(7)  First Amended and Restated Loan and Security Agreement dated as of
          December 30, 2005 by and among Zanett, Inc., Zanett Commercial
          Solutions, Inc., Paragon Dynamics, Inc., Delta Communications Group,
          Inc., and Fifth Third Bank.

10.12(7)  Promissory Note in the amount of $1,500,000 issued to Mr. Bruno
          Guazzoni.

10.13(7)  Promissory Note in the amount of $3,075,000 issued to Mr. Bruno
          Guazzoni.

10.14(7)  Promissory Note in the amount of $500,000 issued to Mr. Bruno
          Guazzoni.

10.15(13) Promissory Note in the amount of $1,500,000 issued to Emral Holdings
          Limited.

10.16(14) Promissory Note in the amount of $500,000 issued to Mr. Bruno
          Guazzoni.

10.17(14) Promissory Note in the amount of $500,000 issued to Mr. Bruno
          Guazzoni.

14.1(15)  Code of Conduct and Ethics

21.1(7)   Subsidiaries of Zanett, Inc.

31.1      Certification by the Chief Executive Officer pursuant to
          Rule 13a-14(a)/15d-14(a)

31.2      Certification by the Chief Financial Officer pursuant to
          Rule 13a-14(a)/15d-14(a)

32.1      Certification by the Chief Executive Officer pursuant to Section
          1350

32.2      Certification by the Chief Financial Officer pursuant to Section
          1350

-----------------------------------------------------------------------------
*        Management contract or compensatory plan or arrangement

(1)      Incorporated by reference to our Current Report on Form 8-K filed
         December 21, 2001.

(2)      Incorporated by reference to our Current Report on Form 8-K filed June
         17, 2002.

(3)      Incorporated by reference to our Current Report on Form 8-K filed
         February 13, 2003.

(4)      Incorporated by reference to our Current Report on Form 8-K filed
         December 19, 2003.

(5)      Incorporated by reference our Current Report on Form 8-K filed May 6,
         2004.

(6)      Incorporated by reference to our Current Report on Form 8-K filed March
         7, 2005.

(7)      Incorporated by reference to Post-Effective Amendment No. 1 on
         Form SB-2 to our Registration Statement on Form S-2 filed February 10,
         2006.

(8)      Incorporated by reference to our Annual Report on Form 10-KSB for the
         year ended December 31, 2000.

(9)      Incorporated by reference to Amendment No. 1 to our Registration
         Statement on Form S-2 filed February 1, 2005.

                                       12
<PAGE>
(10)     Incorporated by reference to our Current Report on Form 8-K filed
         February 23, 2001.

(11)     Incorporated by reference to our Annual Report on Form 10-KSB for the
         year ended December 31, 2001.

(12)     Incorporated by reference to our Annual Report on Form 10-KSB for the
         year ended December 31, 2002, as amended.

(13)     Incorporated by reference to our Quarterly Report on Form 10-QSB for
         the quarter ended September 30, 2004.

(14)     Incorporated by reference to our Annual Report on Form 10-KSB for the
         year ended December 31, 2005, as filed with the Commission on April
         17, 2006.

(15)     Incorporated by reference to our Annual Report on Form 10-KSB for the
         year ended December 31, 2004.

Item 14 - Principal Accountant Fees and Services.

The aggregate fees for professional services rendered by Deloitte & Touche LLP
in connection with their audit of Zanett's annual consolidated financial
statements included in Form 10-KSB for the years ended December 31, 2005 and
2004, reviews of the consolidated interim financial statements included in our
Quarterly Reports on Form 10-QSB and reviews of other filings or registration
statements under the Securities Act of 1933 and Securities Exchange Act of 1934,
as amended were $522,300 and $296,815, respectively.

AUDIT RELATED FEES

The aggregate fees for professional services rendered by Deloitte & Touche LLP
for the years ended December 31, 2005 and 2004 related to the performance of the
audits or reviews of the Company's consolidated financial statements which are
not reported above under "Audit Fees" were $197,300 and $91,300 respectively.
"Audit Related Fees" related to the historical audits of newly acquired
subsidiaries.

TAX FEES

The aggregate fees billed by Deloitte & Touche LLP for the years ended December
31, 2005 and 2004 for professional services rendered for tax compliance, advice
and planning were $48,125 and $22,625 respectively. "Tax Fees" includes fees for
tax consultations and return preparation.

ALL OTHER FEES

There were no fees billed by Deloitte & Touche LLP for the years ended December
31, 2005 and 2004 for professional services rendered other than those described
above under "Audit Fees", "Audit Related Fees" and "Tax Fees".

Pre-Approval of Services

The Audit Committee separately pre-approves the audit, audit-related, tax and
other services to be provided to the Company by Deloitte & Touche LLP.


SIGNATURES

In accordance with Section 13 or 15(d) or the Securities Exchange Act of 1934,
as amended, the registrant caused this Annual Report on Form 10-KSB/A to be
signed on its behalf by the undersigned, thereunto duly authorized on May 1,
2006.


                                           ZANETT, INC.

                                           BY: /s/ Claudio Guazzoni
                                           -----------------------------
                                           Claudio Guazzoni
                                           Chief Executive Officer
                                           (Principal Executive Officer)


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