<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                  FORM 10-KSB/A
                                 Amendment No. 1

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

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

                  For the Fiscal Year Ended: December 31, 2004

                                       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 pursuant to Section 12(g) of the Exchange Act:

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

      Indicate by check mark whether the issuer: (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 |_|

      Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in

<PAGE>

definitive proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB. | |

      Issuer's revenues for the year ended December 31, 2004 were $29,872,783.

      The aggregate market value of the voting and non-voting common equity held
by non-affiliates as of April 29, 2005 is $3,464,454 based on the closing price
of the Registrant's common stock on such date of $3.94 as reported by the Nasdaq
Small Cap Market.

      There were 28,869,809 shares of common stock outstanding as of April 26,
2005.

                       DOCUMENTS INCORPORATED BY REFERENCE

      None.

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

         Explanatory Note
                                    PART III

      Item 9.  Directors and Executive Officers of the Registrant              1
      Item 10. Executive Compensation                                          5
      Item 11. Security Ownership of Certain Beneficial Owners
               and Management and Related Stockholder Matters                  7
      Item 13. Exhibits and Reports on Form 8-K                               10
      Item 14. Principal Accountant Fees and Services                         12

                                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, 2004 by
adding certain information required by Items 9, 10, 13 and 14 of Part III and by
amending certain information set forth in Item 11 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 March 31, 2005 to
reflect recent developments that have occurred since that date. For example, on
April 27, 2005, the Company announced that Dr. Leonard G. Goldstein had been
appointed to the Company's Board of Directors. Information regarding Mr.
Goldstein is not included in this Amendment No. 1, but can be found in the
Company's proxy statement for its 2005 annual meeting of shareholders, to be
filed with the Commission. Additional information about the Company can be found
in other filings it has made with the Commission.

<PAGE>

                                    PART III

Item 9. Directors and Executive Officers of the Registrant

Our directors and executive officers, their ages and positions are set forth
below:

      Name                Age                  Title                   Since
      ----                ---                  -----                   -----
Claudio M. Guazzoni        42                President and              2000
                                             Director
David M. McCarthy          43                Chief Executive            2000
                                             Officer and Director
Jack M. Rapport            52                Chief Financial            2001
                                             Officer and Treasurer
Pierre-Georges Roy         39                Chief Legal                2001
                                             Officer and Secretary
Mohan Trikha               60                Director                   2000
L. Scott Perry             56                Director                   2001
Jay W. Kelley              63                Director                   2003
William H. Church          58                Director                   2004

All terms of office are for one year.

Claudio M. Guazzoni - Mr. Guazzoni has served 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.

David M. McCarthy - Mr. McCarthy has served as Chief Executive Officer 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 Vice
President and Chairman. At Zanett Securities Corporation, Mr. McCarthy manages
and supervises the executive and administrative staff, as well as all investment
and banking activities.

Jack M. Rapport - Mr. Rapport has served as the Chief Financial Officer of
Zanett, Inc. 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.


                                       1
<PAGE>

Pierre-Georges Roy - Mr. Roy has served as the Chief Legal Officer and Secretary
of Zanett, Inc. since 2001. 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.

Mohan Trikha - Mr. Trikha is a Principal at U Group, a team of entrepreneurs and
executives focused on turnarounds of IT businesses. Mr. Trikha was Vice
President and General Manager of Strategy and Planning for Xerox Corporation's
Internet and Software Solutions division from 1998 to 2000, where he played an
important role in building the company's new generation of online services and
solutions. From 1996 to 1998 he was the Chief Executive Officer of InXight
Software, an independent company funded by Xerox Corporation that he founded,
and before that he held several senior-level positions with divisions of Xerox
and IBM. Mr. Trikha is also a member of the board of directors for Qualance
Software and SonaSoft and is a charter member of T.I.E., a professional
organization for entrepreneurs worldwide.

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 serves as non-executive Chairman of INEA, a corporate
performance management software company, and Chairman of Smartserv Online, a
Nasdaq listed wireless application provider, as well as serving on several
boards of directors and advisory boards. He is also an advisor and Operating
Partner of Global Communications Partners, an early stage venture capital fund
based in Menlo Park, Ca.

In addition to his board and advisory responsibilities, Mr. Perry is the founder
and principal of Cobblers Hill Group, based in Weston, CT, 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


                                       2
<PAGE>

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.

General Kelley is currently 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.

AUDIT COMMITTEE

In March 2001, the Board of Directors established an Audit Committee, which is
comprised of Messrs. Church and Trikha. Both Messrs. Church and Trikha are
independent committee members as defined by the Nasdaq National Market listing
standards and pursuant to Item 7(d)(3)(iv) of Schedule 14A under the Exchange
Act. The Board of Directors has determined that Mr. Church is a "financial
expert," as defined in Item 401(e)(2) of Regulation S-B promulgated by the
Commission.

SHAREHOLDER NOMINATIONS

Shareholders may make nominations for election to the Board of Directors. Such
nominations may be made only in writing by a shareholder entitled to vote at the
annual meeting and must be addressed to the Secretary, Zanett, Inc. 635 Madison
Avenue, 15th Floor, New York, NY 10022. Nominations must be received by the
Secretary not later than the close of business on the 60th day nor earlier than
the close of business on the 90th day prior to the first anniversary of the
preceding year's annual meeting and must be accompanied by the written consent
of the nominee. Nominations must also be accompanied by a description of the
nominee's business or professional background and


                                       3
<PAGE>

otherwise contain the information required by Schedule 14A of the Exchange Act.

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 3 filing was made with respect to Messrs. Church and Kelley
on May 17, 2005 to report Company securities held by each at the time of his
appointment to the Company's Board of Directors. Messrs. Church and Kelley
joined the Company's Board of Directors in September 2004 and June 2003,
respectively. Also on May 17, 2005, Forms 4 were filed for each of Messrs.
Guazzoni and McCarthy reporting a gift of shares made by each in May 2002 and
for each of Messrs. Rapport and Roy reporting grants of stock options made to
each in August 2003.

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.


                                       4
<PAGE>

Item 10. Executive Compensation

During the fiscal years ended December 31, 2004, 2003 and 2002, executive
officers received compensation for services provided to the Company, as detailed
in the table below.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                     Annual Compensation                        Long Term Compensation
                                           ---------------------------------------   ------------------------------------------
                                                                          Other      Restricted    Securities
                                                                         Annual        Stock       Underlying        All Other
                                 Year       Salary          Bonus     Compensation     Awards        Options       Compensation
                                 ----       ------          -----     ------------     ------        -------       ------------
<S>                              <C>       <C>            <C>           <C>           <C>                            <C>
David M. McCarthy                2004      $110,000       $ 15,000      $     --      $     --            --         $     --
Chief Executive Officer          2003      $110,000       $ 23,000      $     --      $     --            --         $     --
                                 2002       $    --(1)    $     --      $     --      $     --            --         $     --
Claudio M. Guazzoni              2004      $110,000       $ 15,000      $     --      $     --            --         $     --
President                        2003      $110,000       $ 23,000      $     --      $     --            --         $     --
                                 2002       $    --(1)    $     --      $     --      $     --            --         $     --
Jack M. Rapport                  2004      $150,000       $ 10,000      $     --      $     --            --         $     --
Chief Financial Officer          2003      $150,000       $ 20,000      $     --      $     --       750,000(2)      $     --
                                 2002      $130,000       $     --      $     --      $  3,000            --         $     --
Pierre-Georges Roy
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) Messrs. David McCarthy and Claudio Guazzoni received no cash compensation in
2002. Each officer contributed his full salary in 2002 back to the Company,
without recourse.

(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.


                                       5
<PAGE>

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 these options is as follows:

Mr. Church's shares will vest one third each on September 1, 2005, September 1,
2006 and September 1, 2007. Mr. Perry's shares vested one third each on August
1, 2002, 2003 and 2004. General Kelley's shares vested or will vest one third
each on June 17, 2004, June 17, 2005 and June 17, 2006. 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 26, 2005, 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. McCarthy 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, 2002 and 2001, the
Company agreed to a base annual compensation of $95,000. For the years ended
December 31, 2003 and 2004, the Company agreed to a base annual compensation of
$110,000.

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, 2002 and 2001, the
Company agreed to a base annual compensation of $95,000. For the years ended
December 31, 2003 and 2004, the Company agreed to a base annual compensation of
$110,000.


                                       6
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters

The following table shows, as of March 31, 2005, the common stock owned
beneficially by (i) each Director of the Company, (ii) each Executive Officer,
(iii) all Directors and Executive Officers as a group, and (iv) each person
known by the Company to be the "beneficial owner" of more than five percent (5%)
of such common stock. Each of the shareholders listed has sole voting and
investment power with respect to the shares indicated as beneficially owned,
unless otherwise indicated.

                      Beneficial Ownership of Common Stock

Name and address of                           Number of Shares        Percentage
Beneficial Owner (1)                       Beneficially Owned (1)      of Class

Claudio Guazzoni                                 7,449,944               25.8%
President and Director

David McCarthy                                   7,594,444               26.4%
Chief Executive Officer
and Director

Jack M. Rapport                                    574,415(2)             2.0%
Chief Financial Officer

Pierre-Georges Roy                                 470,000(3)             1.6%
Chief Legal Officer

William H. Church                                       --(4)               *
Director

Jay W. Kelley                                       33,333(5)               *
Director

L. Scott Perry                                     100,000(6)               *
Director

Mohan Trikha                                       100,000(7)               *
Director

Bruno Guazzoni                                   6,330,103               21.9%

Trust for Scott and Mary Seagrave                1,877,984                6.5%

All Directors and Executive Officers            16,322,138(8)            56.1%
as a Group (8 persons)

*     Less than 1%.

(1) The percentage of class based upon 28,839,809 shares of common stock issued
and outstanding (or deemed to be issued and outstanding) as of March 31, 2005,
calculated in accordance with Rule 13d-3 of the Exchange Act. The number of
shares beneficially owned also includes shares owned by (i) a spouse, minor
children or by relatives sharing the same home, (ii) entities owned or
controlled by the named person and (iii) other persons if the named person has
the right to acquire such shares within 60 days by the exercise of any right or
option. Unless otherwise noted, shares are owned of record and beneficially by
the named person. The address for all persons listed in the above table is c/o
Zanett, Inc., 635 Madison Avenue, New York, NY 10022, except for the Trust for
Scott and Mary Seagrave, the address of which is 5412 CourseView Drive, Suite
122, Mason, OH 45040.


                                       7
<PAGE>

(2) Excludes 750,000 shares of common stock issuable upon exercise of options
issued to Mr. Rapport on August 4, 2003. 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.

(3) Excludes 750,000 shares of common stock issuable upon exercise of options
issued to Mr. Roy on August 4, 2003. 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.

(4) On August 25, 2004, Mr. Church was issued options to purchase 100,000 shares
of the Company's Common Stock with an exercise price of $3.82 per share. These
options are exercisable immediately but the underlying shares are initially
unvested, with vesting to occur ratably on each of September 1, 2005, 2006 and
2007. Therefore, at March 31, 2005, no shares had vested. Any shares obtained
through the exercise of these options are subject to a repurchase feature until
vested and thereafter are subject to a lock-up agreement that precludes the sale
of the shares until September 1, 2009, except as otherwise provided in such
agreement.

(5) On June 17, 2003, General Kelley was issued options to purchase 100,000
shares of the Company's Common Stock with an exercise price of $2.00 per share.
These options are exercisable immediately but the underlying shares are
initially unvested, with vesting to occur ratably on each of June 17 2004, 2005
and 2006. Therefore, at March 31, 2005, 33,333 shares had vested, as presented
in the table above. Any shares obtained through the exercise of these options
are subject to a repurchase feature until vested and thereafter are subject to a
lock-up agreement that precludes the sale of the shares until June 17, 2008,
except as otherwise provided in such agreement.

(6) On November 17, 2001, Mr. Perry was issued options to purchase 100,000
shares of the Company's common stock with an exercise price of $2.00 per share.
These options were exercisable immediately but the underlying shares were
initially unvested, with vesting occurring ratably on each of August 1, 2002,
2003 and 2004. At March 31, 2005, Mr. Perry had the right under these options to
purchase 100,000 of vested shares, as presented in the table above. Any shares
obtained through the exercise of these options are subject to a repurchase
feature until vested and thereafter are subject to a lock-up agreement that
precludes the sale of the shares until November 16, 2006, except as otherwise
provided in such agreement.

(7) On November 17, 2001, Mr. Trikha was issued options to purchase 100,000
shares of the Company's common stock with an exercise price of $2.00 per share.
These options were exercisable immediately but the underlying shares were
initially unvested, with vesting occurring ratably on each of March 1, 2002,
2003 and 2004. At March 31, 2005, Mr. Trikha had the right under these options
to purchase 100,000 of vested shares, as presented in the table above. Any
shares obtained through the exercise of these options are subject to a
repurchase feature until vested and thereafter are subject to a lock-up
agreement that precludes the sale of the shares until November 16, 2006, except
as otherwise provided in such agreement.

(8) See notes (2) through (7) above.

On August 4, 2003, the Company awarded 750,000 options to purchase restricted
Common Stock to each of two executives with 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. As a result, the Company recorded no stock compensation expense for
the option grant.

On April 22, 2003, the Company's board of directors adopted an amended and
restated Stock Plan, which increased the number of shares of Common Stock


                                       8
<PAGE>

issuable under the plan from 5,000,000 shares to 7,000,000 shares. The plan was
approved by the Company's shareholders at the annual meeting in June 2003.

The following table summarizes Zanett's securities issued or authorized for
issuance under the Company's equity compensation plans at December 31, 2004.

                                                                     Number of
                                                                     securities
                           Number of           Weighted              remaining
                        securities to be        average            available for
                       issued on exercise    exercise price      future issuance
                         of outstanding      of outstanding        under equity
                       options, warrants    options, warrants      compensation
   Plan Category           and rights          and rights             plans
   -------------       ------------------   -----------------    ---------------
Equity compensation
   plans approved by
   equity holders            5,581,364            2.37              1,418,636

Equity compensation
   plans not approved
   by equity holders                --              --                     --

Total                        5,581,364            2.37              1,418,636


                                       9
<PAGE>

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

The following documents are filed as part of this report:

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 Whitbread Technology Partners,
            Inc. Zanett Inc., and Joel D'Arcy dated as of March 1, 2005.

3.1(7)      Certificate of Incorporation.

3.2(7)      Bylaws.

4.1(8)      Indenture between Zanett, Inc. and U.S. Bank National Association,
            dated February 1, 2005.

4.2(8)      Form of Note

4.3(8)      Form of Note Confirmation

4.4(8)      Form of Subscription Agreement

10.1(9)     Investor Rights Agreement dated as of January 26, 2001 by and
            between GlobeDrive.com, Inc. and Planet Zanett Corporate Incubator,
            Inc.

10.2(9)     Stockholders' Agreement dated as of January 26, 2001 by and between
            GlobeDrive.com, Inc. and Planet Zanett Corporate Incubator, Inc.

10.3(9)     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(10)    Amendment to Investor Rights Agreement dated as of August 31, 2001
            by and between GlobeDrive.com, Inc., Planet Zanett Corporate


                                       10
<PAGE>

            Incubator, Inc., NOLA I, LLC, Yossi Krasnjanski and Oleg Rabaev

10.5(10)    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(10)    Letter agreement dated as of August 13, 2001 by and between Fanlink
            Networks, Inc. and Planet Zanett Corporate Incubator, Inc.

10.7(10)    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(10)    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

10.21(13)   Promissory Note in the amount of $1,500,000 issued to Mr. Bruno
            Guazzoni

10.22(13)   Promissory Note in the amount of $3,075,000 issued to Mr. Bruno
            Guazzoni

10.23(13)   Promissory Note in the amount of $1,500,000 issued to Emral Holdings
            Limited

14.1(14)    Code of Conduct and Ethics 21.1(15) 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(15)    Certification by the Chief Executive Officer pursuant to Section
            1350

32.2(15)    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 our Annual Report on Form 10-KSB for the year
      ended December 31, 2000.


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<PAGE>

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

(9)   Incorporated by reference to our Current Report on Form 8-K filed February
      23, 2001.

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

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

(12)  Incorporated by reference to our Proxy Statement on Schedule 14A for the
      2003 Annual Meeting of Stockholders.

(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, 2003.

(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.

AUDIT FEES

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, 2004 and
2003, 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 $296,815 and $226,400, respectively.

AUDIT RELATED FEES

The aggregate fees for professional services rendered by Deloitte & Touche LLP
for the years ended December 31, 2004 and 2003 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 $91,300 and $176,993 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, 2004 and 2003 for professional services rendered for tax compliance, advice
and planning were $22,625 and $41,500 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, 2004 and 2003 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 all audit, audit-related, tax and
other services to be provided to the Company by Deloitte & Touche LLP.


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<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) or the Securities Exchange Act of 1934,
as amended, the registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on May 17, 2005.

                                           ZANETT, INC.


                                           BY: /s/ Pierre-Georges Roy
                                           -----------------------------
                                           Pierre-Georges Roy
                                           Chief Legal Officer and Secretary


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