UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) ~~April~~May 524, ~~2010~~2011

Zanett, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32589	56-4389547
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

635 Madison Avenue, 15th Floor, New York, NY	10022
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 583-0300

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 43.0201. ~~Non-Reliance~~ onNotice ~~Previously~~of ~~Issued~~Delisting ~~Financial~~or ~~Statements~~Failure orto Satisfy a ~~Related~~Continued ~~Audit~~Listing ~~Report~~Rule or ~~Completed~~Standard; ~~Interim~~Transfer ~~Review~~of Listing.

On ~~April~~May 524, 2011, ~~the management of~~ Zanett, Inc. (the “Company”) ~~concluded,~~received ~~and~~a ~~the~~written ~~Audit~~notice ~~Committee~~from ofThe ~~the~~NASDAQ ~~Company’s~~Stock ~~Board~~Market ~~of Directors~~ (the “~~Audit~~NASDAQ ~~Committee~~Notice”) ~~confirmed,~~stating that the Company’s ~~unaudited~~is ~~consolidated~~not ~~financial~~in ~~statements~~compliance ~~included~~with inthe continued listing requirements of NASDAQ Listing Rule 5250(c)(1) because the Company’s did not timely file its Quarterly Report on Form 10-Q for the ~~period~~quarter ended ~~September~~March 3031, ~~2010~~2011. ~~should~~NASDAQ noListing ~~longer~~Rule be5250(c)(1) ~~relied~~requires ~~upon~~the ~~for~~Company to timely file all required periodic reports and other documents with the ~~reasons~~Securities ~~set~~and ~~forth~~Exchange ~~below~~Commission (the “SEC”).

InThe ~~connection~~NASDAQ ~~with~~Notice arequires ~~review of~~ the Company’s ~~consolidated~~to ~~financial~~submit ~~statements~~a byplan ~~the~~to ~~Company’s~~regain ~~management,~~compliance ~~and~~with the ~~ongoing~~continued ~~audit~~listing ofrequirements ~~those financial statements~~ by ~~the~~July ~~Company’s~~25, ~~independent~~2011. ~~registered~~If ~~public~~such ~~accounting~~a ~~firm,~~plan ~~EisnerAmper~~is ~~LLP~~timely ~~(“EisnerAmper”)~~submitted ~~prior~~by ~~to filing~~ the Company’s, ~~Annual~~NASDAQ ~~Report~~can ongrant ~~Form 10-K for~~ the ~~period ended December 31, 2010, the~~ Company ~~re-evaluated~~up ~~its accounting with respect~~ to ~~recognizing~~180 acalendar ~~Beneficial~~days ~~Conversion~~from ~~Feature (“BCF”) upon~~ the ~~reset~~due ofdate ~~the conversion rate on September 17, 2010~~ of the ~~Company’s~~Form ~~convertible note issued to Rockport Investments Ltd. on March 31~~10-Q, ~~2010.~~or Inuntil ~~reviewing~~November ~~the accounting treatment~~21, ~~the Company determined that the resetting of the conversion rate would not result in a BCF in accordance with ASC 470-20~~2011, ~~“Debt-Debt~~to ~~with~~regain ~~Conversion and Other Options~~compliance.”

AsThe ofCompany ~~September~~intends 17to file its Form 10-Q for the quarter ending March 31, ~~2010~~2011 with the SEC to regain compliance with NASDAQ Listing Rule 5250(c)(1). In addition to filing the Form 10-Q, the Company ~~initially~~intends ~~recorded~~to submit a ~~BCF~~plan ofto $1regain compliance to NASDAQ no later than July 25,~~369,054~~ as2011. aNo ~~reduction~~assurance incan ~~debt~~be ~~(via~~given athat ~~debt~~NASDAQ ~~discount)~~will ~~and~~accept the Company's compliance plan or grant an ~~offsetting~~exception ~~increase~~for inthe ~~additional~~full ~~paid~~180-inday ~~capital~~period contemplated by the NASDAQ Listing Rules. AsUnder ofthe ~~September~~NASDAQ 30rules, ~~2010,~~ the Company's ~~recorded~~common anstock ~~increase~~will continue to ~~interest~~be ~~expense~~listed ofon $8NASDAQ until July 25,~~435~~ 2011, and afor ~~reduction~~any ofexception period that may be granted to the ~~debt~~Company ~~discount~~by NASDAQ. However, until the Company regains compliance, quotation information for the ~~amortization~~Common Stock will include an indicator of the ~~debt~~Company's ~~discount~~non-compliance ~~for~~and the ~~period~~Company ~~from~~will ~~September~~be ~~17,~~included ~~2010~~in ~~through~~a ~~September~~list ~~30,~~of ~~2010~~non-compliant companies on the NASDAQ website.

The Company ~~will~~issued ~~amend~~a ~~its~~press ~~Quarterly~~release ~~Report~~ on ~~Form~~May ~~10-Q~~31, ~~for the period ended September 30~~2011, ~~2010~~disclosing ~~by restating~~ its ~~consolidated~~receipt ~~financial~~of ~~statements to reflect~~ the ~~revised~~NASDAQ ~~accounting~~Notice. ~~treatment~~A ~~described~~copy ~~above,~~of ~~which is expected to result in an increase in net income for~~ the ~~three~~press ~~months~~release ~~ended~~is ~~September~~attached ~~30,~~as ~~2010~~exhibit ~~and~~99.1 ~~a decrease in the net loss for the nine months ended September 30, 2010 by $8,435 in each case,~~ and aincorporated ~~reduction~~herein ~~in total stockholders’ equity and an increase in total liabilities~~ by ~~$1,360,619 in each case, at September 30, 2010~~reference.

~~The~~This Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook,” or similar expressions. These statements are based upon the current belief and expectations of the Company’s management and ~~the~~are ~~Audit~~subject ~~Committee~~to ~~discussed~~significant ~~the~~risks ~~matters~~and ~~disclosed~~uncertainties ~~above~~that ~~with~~are ~~EisnerAmper~~subject ~~and~~to ~~determined~~change ~~that~~based aon ~~restatement~~various offactors ~~the~~(many ~~consolidated~~of ~~financial~~which ~~statements~~are ~~described~~beyond ~~above~~the ~~was~~registrant’s ~~warranted~~control).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated May 31, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZANETT, INC.
Date: April 8, 2011	By:	/s/ Dennis Harkins
Date: May 31, 2011	By:	/s/ Dennis Harkins
		Dennis Harkins
		Chief Financial Officer

Exhibit No.	Description
99.1	Press Release dated May 31, 2011

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