Guazzoni Bruno – ‘SC 13D’ on 11/30/01 re: Bab Holdings Inc

On:  Friday, 11/30/01   ·   Accession #:  912057-1-541601   ·   File #:  5-49439

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              6     20K 

Document Table of Contents

SC 13D
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO
 FILED PURSUANT TO RULE 13D-2(a)

(AMENDMENT NO. __)

 Planet Zanett, Inc.
------------------------
(NAME OF ISSUER)

 Common Stock, $.001 par value per share
 ---------------------------------------------
(TITLE OF CLASS OF SECURITIES)

 72704X 10 5
--------------------------------
(CUSIP NUMBER)

Stephen T. Burdumy, Esq.
 Klehr, Harrison, Harvey, Branzburg & Ellers LLP
260 South Broad Street
Philadelphia, PA 19102
 -----------------------------------------------
 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
 AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)

 November 21, 2001
----------------------------------------------
 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following    
box |X|.                                                                        

NOTE. Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other     
parties to whom copies are to be sent.                                          

SC 13D
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CUSIP No. 72704X 10 5                                          Page 2 of 6      
     -----------                                               --   --

------------------------------------------------------------------------------- 
1.    NAME OF REPORTING PERSON                                                  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                   

Bruno Guazzoni                                                      
------------------------------------------------------------------------------- 
2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                         
(a)   |_|                                                           
(b)   |_|                                                           
------------------------------------------------------------------------------- 
3.    SEC USE ONLY                                                              

------------------------------------------------------------------------------- 
4.    SOURCE OF FUNDS*                                                          
PF                                                                  
------------------------------------------------------------------------------- 
5.    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                  
PURSUANT TO ITEMS 2(d) OR 2(e)          |_|                         
------------------------------------------------------------------------------- 
6.    CITIZENSHIP OR PLACE OF ORGANIZATION                                      
European Union                                                      
------------------------------------------------------------------------------- 
NUMBER OF SHARES             7.   SOLE VOTING POWER                             
BENEFICIALLY OWNED                6,321,203                                     
BY EACH REPORTING            -------------------------------------------------- 
PERSON WITH                  8.   SHARED VOTING POWER                           
0           
                            --------------------------------------------------
     9.   SOLE DISPOSITIVE POWER
6,321,203   
                            --------------------------------------------------
       10.  SHARED DISPOSITIVE POWER
0           
------------------------------------------------------------------------------- 
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              
6,321,203                                                           
------------------------------------------------------------------------------- 
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                    
CERTAIN SHARES    |_|                                               
------------------------------------------------------------------------------- 
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                        
25.46%**                                                            
------------------------------------------------------------------------------- 

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CUSIP No. 72704X 10 5                                          Page 3 of 6      
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------------------------------------------------------------------------------- 
14.   TYPE OF REPORTING PERSON*                                                 
IN                                                                  
------------------------------------------------------------------------------- 

*SEE INSTRUCTIONS BEFORE FILLING OUT

**   Based upon information contained in Planet Zanett, Inc.'s Quarterly Report 
 on Form 10-Q filed on November 14, 2001, the number of shares of Common
Stock outstanding is 24,826,449.                                      

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CUSIP No. 72704X 10 5                                          Page 4 of 6      
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Statement of
Reporting Persons (as defined below)

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

 in respect of

 Planet Zanett, Inc.

    This Report is filed by Bruno Guazzoni on Schedule 13D with respect to the
common stock, $.001 par value per share (the "Common Stock"), of Planet Zanett, 
Inc. ("Planet Zanett").                                                         

The descriptions contained in this Report of certain agreements and   
documents are qualified in their entirety by reference to the complete text of  
such agreements and documents filed as Exhibits hereto or incorporated herein by
reference.                                                                      

ITEM 1. SECURITY AND ISSUER                                                     

The class of equity securities to which this statement relates is the 
Common Stock of Planet Zanett. The principal executive office of Planet Zanett  
is located at 135 E. 57th Street, 15th Floor, New York, New York 10022.         

ITEM 2. IDENTITY AND BACKGROUND                                                 

Bruno Guazzoni is a citizen of the European Union and has a business  
address located at 135 E. 57th Street, 15th Floor, New York, New York 10022. Mr.
Guazzoni is an individual engaged in the purchase of securities for investment. 

During the last five years Mr. Guazzoni has not been convicted in a   
criminal proceeding (excluding traffic violations or similar misdemeanors) nor  
has he been a party to a civil proceeding of a judicial or administrative body  
of competent jurisdiction and as a result of such civil proceeding was or is    
subject to a judgment, decree or final order enjoining future violations of, or 
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.                             

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                       

  The consideration paid for the acquisition of the Common Stock of Planet
Zanett consisted of seven (7) Class A Units of Holdings Investments, LLC        
beneficially owned by Mr. Guazzoni, which were exchanged for 269,443 shares of  
Common Stock of Planet Zanett beneficially owned by Holdings Investments, LLC   
(the "Redemption"). In addition, Mr. Guazzoni purchased 548,050 shares of Common
Stock of Planet Zanett from Holdings Investments, LLC for $550,000 in cash (the 
"Purchase"). The                                                                

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CUSIP No. 72704X 10 5                                          Page 5 of 6      
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Redemption and Purchase were affected pursuant to a Redemption and Stock        
Purchase Agreement by and between Holdings Investments, LLC and Mr. Guazzoni.   
Mr. Guazzoni utilized his personal funds to consummate the Purchase.            

ITEM 4. PURPOSE OF TRANSACTION.                                                 

  Mr. Guazzoni acquired the Common Stock for investment. Mr. Guazzoni does
not currently have any plan or intention to acquire additional securities of    
Planet Zanett. Depending on the market conditions for the Common Stock, other   
investment opportunities available to Mr. Guazzoni, and based upon other        
considerations, Mr. Guazzoni may purchase and/or dispose of shares of Common    
Stock from time to time.                                                        

  To the best knowledge of Mr. Guazzoni, he has no plans or proposals that
relate or would result in any of the transactions referred to in sub-items (a)  
through (j) of Item 4 of Schedule 13D.                                          

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.                                   

The total of number of shares of Common Stock that Mr. Guazzoni       
beneficially owns is 6,321,203 shares or 25.46% of the outstanding Common Stock 
(based upon 24,826,449 shares of Common Stock outstanding as reported in Planet 
Zanett's Quarterly Report on Form 10-Q filed on November 14, 2001). Mr. Guazzoni
retains the sole power to vote and the sole power to dispose of 6,321,203 shares
of Common Stock of Planet Zanett beneficially owned by him and reported herein. 
During the past 60 days, Mr. Guazzoni has effected the following transactions in
the Common Stock through the open market:                                       

                                                                [Download Table]

                           NUMBER OF                           
  DATE                  SHARES PURCHASED             PRICE     
  ----                  ----------------             -----     
                                                               
09/28/01                  3,500 shares          $2.12 per share
10/01/01                  8,000 shares          $2.12 per share
10/05/01                  1,700 shares          $2.03 per share
10/29/01                  5,883 shares          $2.03 per share
11/21/01                  3,443 shares          $2.02 per share
11/26/01                  2,000 shares          $2.30 per share

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT   
TO SECURITIES OF THE ISSUER.                                    

There are no contracts, arrangements, understandings or relationships 
between Planet Zanett and the Reporting Person with respect to securities of    
Planet Zanett.                                                                  

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.                                       

None.                                                                 

SC 13D
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CUSIP No. 72704X 10 5                                          Page 6 of 6      
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 SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Date: November 29, 2001                               /s/ Bruno Guazzoni        
                                                     -------------------------
                                          Bruno Guazzoni

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		11/30/01							None on these Dates
		11/29/01		6
		11/21/01		1
		11/14/01		3		5
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