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) May 31, 2002
                                                           ------------

                            PLANET ZANETT, INC.
-------------------------------------------------------------------------------
           (Exact name of registrant as specified in charter)


        Delaware                    0-27068                56-4389547
-------------------------------------------------------------------------------
(State or other jurisdiction  (Commission File Number)    IRS Employer
   of incorporation                                  Identification No.)


135 East 57th Street, 15th Floor, New York, NY               10022
----------------------------------------------               -----
(Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code	   (212)-980-4600
                                                         --------------
-------------------------------------------------------------------------------
     (Former name or former address, if changed since last report).
     --------------------------------------------------------------

<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant, Planet Zanett, Inc., a Delaware corporation
("the Company"), hereby files this Current Report on Form 8-K describing
its acquisition of Brandywine Computer Group, Inc., an Ohio corporation
("BCG"). This Current Report on Form 8-K contains forward looking
statements that involve risks and uncertainties relating to this
acquisition and actual results and developments may differ materially
from those described in this Current Report. For more information about
the Company and risks relating to investing in the Company, refer to the
Company's most recent quarterly report on Form 10-QSB and annual report
on Form 10-KSB.


Item 2.     Acquisition or Disposition of Assets

Planet Zanett, Inc. (the "Company") is building an IT CommonwealthTM - a
business model that seeks to combine private, independent technology
companies into a public enterprise, with the goal of making them
collectively stronger, more competitive and more profitable. The IT
CommonwealthTM model seeks to preserve the management, culture, identity
and operating style of its members while achieving advantages of scale.
It also attempts to bring already successful entrepreneurs and companies
together into a collaborative network, where each member continues to do
what they do best, while contributing to the financial and operating
performance of the IT CommonwealthTM as a whole.

Effective May 31, 2002 (the "Closing"), the Company acquired its second
IT CommonwealthTM member. Pursuant to the terms of the Agreement and Plan
of Merger (the "Merger Agreement") dated as of May 31, 2002, among the
Company, Planet Zanett Merger Sub BCG, Inc., a wholly owned subsidiary of
the Company ("Merger Sub"), Brandywine Computer Group, Inc. ("BCG"), and
William Scott Seagrave and Mary Rosalie Seagrave, the shareholders of BCG
(the "BCG Shareholders"), the Company acquired BCG through a merger (the
"Merger") of BCG with and into Merger Sub. Upon consummation of the
Merger, the separate corporate existence of BCG, an Ohio corporation,
ceased and the name of Merger Sub was changed to Brandywine Computer
Group, Inc. ("New BCG"), which is a Delaware corporation.

BCG provides technology consulting services primarily focused on the
implementation of enterprise resource planning ("ERP"), supply chain and
customer relationship management ("CRM") systems.  BCG's clients range
from Fortune 500 companies to mid-cap firms, with no specific industry or
geographic concentration.  BCG's ERP and supply chain implementations
have historically been limited to the J. D. Edwards platform, but the ERP
services are being expanded to include Microsoft Great Plains software as
well.  CRM implementations have been focused on software from Siebel
Systems.

The total consideration to be paid by the Company to the BCG Shareholders
will be comprised of the initial consideration, a purchase price
adjustment based on the level of BCG working capital at Closing and
future contingent consideration.  The initial consideration of $2,750,876
in cash and 1,508,838 shares of the Company's common stock ("Common
Stock") was paid at Closing.  The shares issued were valued at $3,420,033
based on the average closing price of the Common Stock for the three
trading days immediately preceding the Closing.
The initial consideration will be increased or decreased for any
difference between the amount of net working capital at Closing and
$1,247,643, which was the benchmark level of working capital to be
provided by BCG.

The BCG Shareholders are also eligible to receive contingent
consideration in each of the three successive annual periods commencing
June 1, 2002 based upon New BCG attaining specified earnings and cash
flow targets in each period.  The contingent consideration in each period
consists of a payment of $764,132 in cash and the issuance of a number of
shares of Common Stock determined by dividing $764,132 by the weighted
average closing price of the Common Stock for the ten trading days
immediately preceding the issuance of Common Stock for each period.  For
accounting purposes, the value of the Common Stock issued for each annual
performance period will be determined based on the weighted average
closing price of the Common Stock for the three trading days immediately
preceding the issuance of the shares.

The annual contingent consideration will be paid to the BCG Shareholders
only if New BCG's earnings before interest, taxes, depreciation and
amortization ("EBITDA") and cash remittances, as defined in the Merger
Agreement, equal or exceed certain thresholds specified in the Merger
Agreement.  However, if the BCG Shareholders meet the cash remittance
requirements in each of the annual performance periods but fail to
qualify for the contingent consideration for any annual performance
period based on the EBITDA performance requirement, they will be entitled
to receive such amounts of annual contingent consideration not previously
paid after the end of the third performance period if New BCG generates
cumulative EBITDA for the three performance periods taken as a whole is
in excess of the threshold specified in the Merger Agreement.  In the
event that any contingent consideration is paid to the BCG Shareholders,
the value of such consideration will be added to the goodwill previously
recorded at the date of the acquisition.

Assuming no purchase price adjustment to the initial consideration, the
maximum aggregate consideration will be approximately $10.8 million, of
which approximately $6.2 million was paid at Closing as the initial
consideration and approximately $4.6 million will be paid as contingent
consideration.  The Company estimates that transaction costs associated
with the acquisition of BCG will total approximately $350,000.

The Common Stock issued or issuable to the BCG Shareholders pursuant to
the Merger Agreement (the "Shares") is subject to certain transfer
restrictions until June 1, 2006 pursuant to lock-up agreements executed
by each BCG Shareholder.  The lock-up agreements also provide the BCG
Shareholders with registration rights with respect to the Common Stock.
A portion of the Shares will be released from such restrictions when the
closing bid price per share of the Common Stock equals or exceeds certain
price targets.

The Company funded the cash portion of the purchase price paid at Closing
by issuing a promissory note (the "Note") to a principal shareholder of
the Company.  The Note has a maturity date of May 31, 2005 and requires
quarterly cash payments for interest beginning August 31, 2002, at the
rate of eleven percent (11%) per annum.  Principal is repayable in cash
at maturity.  The Note may be pre-paid without penalty.

In connection with the Merger, New BCG entered into employment agreements
with the President and the Executive Vice-President of New BCG.  Pursuant
to the employment agreements, each will be employed by New BCG for a
four-year period unless earlier terminated.  The employment agreements
provide for a market rate base annual salary and each may earn an annual
performance bonus.  Should the employment of either executive be
terminated, they will be entitled, under certain conditions, to receive
specified severance benefits.

Copies of the Merger Agreement, the Employment Agreements and the Note
are attached as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively.

The foregoing description is qualified in its entirety by reference to
the agreements filed herewith as Exhibits.

Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.

(a) Financial Statements of Businesses Acquired.

In accordance with Item 7(a)(4) for Form 8-K, the Registrant intends to
file such financial information as an amendment to this Form 8-K within
60 days of the date hereof.

(b) Pro Forma Financial Information

In accordance with Item 7(b)(2) for Form 8-K, the Registrant intends to
file such financial information as an amendment to this Form 8-K within
60 days of the date hereof.

(c) Exhibits

   2.1     Agreement and Plan of Merger (*)

  10.1     Employment Agreement with William Scott Seagrave

  10.2     Employment Agreement with Mary Rosalie Seagrave

  10.3     Promissory Note issued to Bruno Guazzoni

  99.1     Press release, dated June 5, 2002, announcing the acquisition

           of Brandywine Computer Group, Inc.

  (*)      Exhibits and schedules omitted.  The Registrant will furnish a
           supplementary copy of any omitted exhibit or schedule to the
           Commission upon request.

                               SIGNATURES

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


                                    PLANET ZANETT, INC.


Date:  June 17, 2002                by:   /s/ Jack M. Rapport
--------------------                      -------------------
                                          Name:  Jack M. Rapport
                                          Title: Chief Financial Officer


Index to Exhibits:

   2.1     Agreement and Plan of Merger

  10.1     Employment Agreement with William Scott Seagrave

  10.2     Employment Agreement with Mary Rosalie Seagrave

  10.3     Promissory Note issued to Bruno Guazzoni

  99.1     Press release, dated June 5, 2002, announcing the
           acquisition of Brandywine Computer Group, Inc.
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{"company-data": {"conformed-name": "PLANET ZANETT INC", "cik": "0001133872", "assigned-sic": "7389", "irs-number": "564389547", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32315", "film-number": "02680640"}, "business-address": {"street1": "135 E 57TH STREET", "street2": "15TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2127595700"}, "mail-address": {"street1": "135 E 57TH ST 15TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
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) May 31, 2002
                                                           ------------

                            PLANET ZANETT, INC.
-------------------------------------------------------------------------------
           (Exact name of registrant as specified in charter)

        Delaware                    0-27068                56-4389547
-------------------------------------------------------------------------------
(State or other jurisdiction  (Commission File Number)    IRS Employer
   of incorporation                                  Identification No.)

135 East 57th Street, 15th Floor, New York, NY               10022
----------------------------------------------               -----
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code	   (212)-980-4600
                                                         --------------
-------------------------------------------------------------------------------
     (Former name or former address, if changed since last report).
     --------------------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant, Planet Zanett, Inc., a Delaware corporation
("the Company"), hereby files this Current Report on Form 8-K describing
its acquisition of Brandywine Computer Group, Inc., an Ohio corporation
("BCG"). This Current Report on Form 8-K contains forward looking
statements that involve risks and uncertainties relating to this
acquisition and actual results and developments may differ materially
from those described in this Current Report. For more information about
the Company and risks relating to investing in the Company, refer to the
Company's most recent quarterly report on Form 10-QSB and annual report
on Form 10-KSB.

Item 2.     Acquisition or Disposition of Assets

Planet Zanett, Inc. (the "Company") is building an IT CommonwealthTM - a
business model that seeks to combine private, independent technology
companies into a public enterprise, with the goal of making them
collectively stronger, more competitive and more profitable. The IT
CommonwealthTM model seeks to preserve the management, culture, identity
and operating style of its members while achieving advantages of scale.
It also attempts to bring already successful entrepreneurs and companies
together into a collaborative network, where each member continues to do
what they do best, while contributing to the financial and operating
performance of the IT CommonwealthTM as a whole.

Effective May 31, 2002 (the "Closing"), the Company acquired its second
IT CommonwealthTM member. Pursuant to the terms of the Agreement and Plan
of Merger (the "Merger Agreement") dated as of May 31, 2002, among the
Company, Planet Zanett Merger Sub BCG, Inc., a wholly owned subsidiary of
the Company ("Merger Sub"), Brandywine Computer Group, Inc. ("BCG"), and
William Scott Seagrave and Mary Rosalie Seagrave, the shareholders of BCG
(the "BCG Shareholders"), the Company acquired BCG through a merger (the
"Merger") of BCG with and into Merger Sub. Upon consummation of the
Merger, the separate corporate existence of BCG, an Ohio corporation,
ceased and the name of Merger Sub was changed to Brandywine Computer
Group, Inc. ("New BCG"), which is a Delaware corporation.

BCG provides technology consulting services primarily focused on the
implementation of enterprise resource planning ("ERP"), supply chain and
customer relationship management ("CRM") systems.  BCG's clients range
from Fortune 500 companies to mid-cap firms, with no specific industry or
geographic concentration.  BCG's ERP and supply chain implementations
have historically been limited to the J. D. Edwards platform, but the ERP
services are being expanded to include Microsoft Great Plains software as
well.  CRM implementations have been focused on software from Siebel
Systems.

The total consideration to be paid by the Company to the BCG Shareholders
will be comprised of the initial consideration, a purchase price
adjustment based on the level of BCG working capital at Closing and
future contingent consideration.  The initial consideration of $2,750,876
in cash and 1,508,838 shares of the Company's common stock ("Common
Stock") was paid at Closing.  The shares issued were valued at $3,420,033
based on the average closing price of the Common Stock for the three
trading days immediately preceding the Closing.
The initial consideration will be increased or decreased for any
difference between the amount of net working capital at Closing and
$1,247,643, which was the benchmark level of working capital to be
provided by BCG.

The BCG Shareholders are also eligible to receive contingent
consideration in each of the three successive annual periods commencing
June 1, 2002 based upon New BCG attaining specified earnings and cash
flow targets in each period.  The contingent consideration in each period
consists of a payment of $764,132 in cash and the issuance of a number of
shares of Common Stock determined by dividing $764,132 by the weighted
average closing price of the Common Stock for the ten trading days
immediately preceding the issuance of Common Stock for each period.  For
accounting purposes, the value of the Common Stock issued for each annual
performance period will be determined based on the weighted average
closing price of the Common Stock for the three trading days immediately
preceding the issuance of the shares.

The annual contingent consideration will be paid to the BCG Shareholders
only if New BCG's earnings before interest, taxes, depreciation and
amortization ("EBITDA") and cash remittances, as defined in the Merger
Agreement, equal or exceed certain thresholds specified in the Merger
Agreement.  However, if the BCG Shareholders meet the cash remittance
requirements in each of the annual performance periods but fail to
qualify for the contingent consideration for any annual performance
period based on the EBITDA performance requirement, they will be entitled
to receive such amounts of annual contingent consideration not previously
paid after the end of the third performance period if New BCG generates
cumulative EBITDA for the three performance periods taken as a whole is
in excess of the threshold specified in the Merger Agreement.  In the
event that any contingent consideration is paid to the BCG Shareholders,
the value of such consideration will be added to the goodwill previously
recorded at the date of the acquisition.

Assuming no purchase price adjustment to the initial consideration, the
maximum aggregate consideration will be approximately $10.8 million, of
which approximately $6.2 million was paid at Closing as the initial
consideration and approximately $4.6 million will be paid as contingent
consideration.  The Company estimates that transaction costs associated
with the acquisition of BCG will total approximately $350,000.

The Common Stock issued or issuable to the BCG Shareholders pursuant to
the Merger Agreement (the "Shares") is subject to certain transfer
restrictions until June 1, 2006 pursuant to lock-up agreements executed
by each BCG Shareholder.  The lock-up agreements also provide the BCG
Shareholders with registration rights with respect to the Common Stock.
A portion of the Shares will be released from such restrictions when the
closing bid price per share of the Common Stock equals or exceeds certain
price targets.

The Company funded the cash portion of the purchase price paid at Closing
by issuing a promissory note (the "Note") to a principal shareholder of
the Company.  The Note has a maturity date of May 31, 2005 and requires
quarterly cash payments for interest beginning August 31, 2002, at the
rate of eleven percent (11%) per annum.  Principal is repayable in cash
at maturity.  The Note may be pre-paid without penalty.

In connection with the Merger, New BCG entered into employment agreements
with the President and the Executive Vice-President of New BCG.  Pursuant
to the employment agreements, each will be employed by New BCG for a
four-year period unless earlier terminated.  The employment agreements
provide for a market rate base annual salary and each may earn an annual
performance bonus.  Should the employment of either executive be
terminated, they will be entitled, under certain conditions, to receive
specified severance benefits.

Copies of the Merger Agreement, the Employment Agreements and the Note
are attached as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively.

The foregoing description is qualified in its entirety by reference to
the agreements filed herewith as Exhibits.

Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.

(a) Financial Statements of Businesses Acquired.

In accordance with Item 7(a)(4) for Form 8-K, the Registrant intends to
file such financial information as an amendment to this Form 8-K within
60 days of the date hereof.

(b) Pro Forma Financial Information

In accordance with Item 7(b)(2) for Form 8-K, the Registrant intends to
file such financial information as an amendment to this Form 8-K within
60 days of the date hereof.

(c) Exhibits

   2.1     Agreement and Plan of Merger (*)

  10.1     Employment Agreement with William Scott Seagrave

  10.2     Employment Agreement with Mary Rosalie Seagrave

  10.3     Promissory Note issued to Bruno Guazzoni

  99.1     Press release, dated June 5, 2002, announcing the acquisition

           of Brandywine Computer Group, Inc.

  (*)      Exhibits and schedules omitted.  The Registrant will furnish a
           supplementary copy of any omitted exhibit or schedule to the
           Commission upon request.

                               SIGNATURES

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

                                    PLANET ZANETT, INC.

Date:  June 17, 2002                by:   /s/ Jack M. Rapport
--------------------                      -------------------
                                          Name:  Jack M. Rapport
                                          Title: Chief Financial Officer

Index to Exhibits:

   2.1     Agreement and Plan of Merger

  10.1     Employment Agreement with William Scott Seagrave

  10.2     Employment Agreement with Mary Rosalie Seagrave

  10.3     Promissory Note issued to Bruno Guazzoni

  99.1     Press release, dated June 5, 2002, announcing the
           acquisition of Brandywine Computer Group, Inc.