UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549








FORM 10-K/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, 2010





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: 1-32589





ZANETT, INC.





(Exact name of registrant as specified in its Charter)





Delaware

56-4389547(State or Other Jurisdiction of

(I.R.S. EmployerIncorporation or Organization)

Identification No.)





635 Madison Avenue, 15th Floor, New York, NY

10022(Address of principal executive offices)

(Zip Code)





(212)583-0300








(Registrant's telephone number, including area code)











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





Common Stock, par value $0.004


(Title of Class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ̈  No x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ̈  No x





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ̈  No  ̈





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K.  ̈





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer  ̈  Accelerated filer  ̈  Non-accelerated filer  ̈  Smaller reporting company x





Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.  Yes  ̈  No x





The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2010 was $7,770,056 based on the closing price of the Registrant's common stock on such date of $1.65 as reported by the Nasdaq Capital Market.





There were 9,265,224 shares of common stock outstanding as of June 7, 2011.





DOCUMENTS INCORPORATED BY REFERENCE





Explanatory Note
 
 Zanett, Inc. (referred to herein, along with our consolidated subsidiaries where applicable, as, “Zanett,” the “Company,” “we,” “us,” and “our”) are filing this Amendment No. 2 (this “Amendment”) to our Annual Report on Form 10−K for the fiscal year ended December 31, 2010 (the “2010 Form 10−K”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2011 (the “Original Filing”) and amended by Amendment No. 1, which was originally filed with the SEC on May 3, 2011.  This Amendment is being filed solely to add, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, and in response to a comment from the Staff of the SEC, revised certifications by our principal executive officer and principal financial officer under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, respectively, as Exhibits 31.1 and 31.2 and Exhibits 32.1 and 32.2 to this Amendment No. 2 on Form 10K/A.
 
 Because no other exhibits are being filed with this Amendment, the exhibit index included herewith lists only those exhibits and not the exhibits that were incorporated by reference into or attached to the 2010 Form 10-K.
 
 This Amendment does not change our previously reported financial statements or the other financial disclosures contained in the Original Filing.  Except as stated herein, this Amendment does not reflect events occurring after the filing of the 2010 Form 10−K and no attempt has been made in this Amendment to modify or update other disclosures as presented in the 2010 Form 10−K.





ZANETT, INC.


ANNUAL REPORT ON FORM 10-K/A


FOR THE FISCAL YEAR ENDED


DECEMBER 31, 2010





TABLE OF CONTENTS


PART IIIPageItem 15.
Exhibits, Financial Statement Schedules
3


2





Item 15. Exhibits, Financial Statement Schedules





(a) Exhibits





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.






3







SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) or the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




ZANETT, INC.BY: /s/ Claudio M. GuazzoniClaudio M. GuazzoniChief Executive Officer(Principal Executive Officer)Date: June 8, 2011





4







Exhibit

Number

Item31.1

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.