<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934
For the quarterly period ended: July 31, 1999
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OR
[ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
[ ] For the transition period from to
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Commission file number: 0000796655
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ANTS SOFTWARE.COM
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(exact name of registrant as specified in its charter)
Nevada 13-3054685
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(State or other jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
37 Santa Teresita Way, Santa Barbara, CA 93105
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(Address of principal executive offices) (Zip Code)
(805) 687-4731
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(Registrant's Telephone Number, including area code)
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(Former name, former address and former
fiscal year, if changed since last report)
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 reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
Common stock, as of the latest practicable date:
10,767,165 shares of common stock as of 7/31/99
1
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ANTS SOFTWARE.COM
(A NEVADA CORPORATION)
Part I - Financial Information
The condensed financial statements included herein have been prepared by the
Registrant without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to the
rules and regulations. However, the Registrant believes that the disclosures are
adequate to make the information presented not misleading. It is suggested that
these financial statements be read in conjunction with the financial statements
and the notes thereto included in the Registrant's initial Form 10-SB.
In the opinion of the Registrant, all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the financial position,
results of operations and cash flows of the Registrant for the three month
period ended July 31, 1999 and the year ended April 30, 1999 have been made.
The results of operations for such interim periods are not necessarily
indicative of the results to be expected for the entire year.
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2
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September 15, 1999
ANTSSOFTWARE.COM
(FKA CHOPP COMPUTER CORPORATION)
BALANCE SHEET
JULY 31, 1999
ASSETS
Current Assets
Cash $ 258,569
-------------
Total current assets 258,569
Property and Equipment
Office furniture and fixtures 2,711
Less accumulated depreciation (2,711)
-------------
Total property and equipment -
Other Assets
Patents 52,553
Less valuation allowance (52,553)
-------------
Total other assets -
-------------
$ 258,569
-------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable $ 372,378
Accounts Payable to Officers,
Directors and Stockholders 205,332
Accrued Expenses -
Total current liabilities 577,710
-------------
Stockholders' equity (deficit)
Common stock, $.001 par
value; 20,000,000 shares
authorized; 10,767,165 shares
issued and outstanding 10,768
Additional paid-in capital 7,173,107
Retained earnings (deficit) (7,503,016)
-------------
Total stockholders' equity (deficit)
(319,141)
-------------
$ 258,569
-------------
See accompanying notes to financial statements.
3
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ANTSSOFTWARE.COM
(FKA CHOPP COMPUTER CORPORATION)
STATEMENTS OF OPERATIONS
Year Ended Three month
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April 30, July 31,
------------- -------------
1999 1999
------------- -------------
Revenues $ - $ -
Expenses:
General and Administrative 610,691 109,881
Valuation Allowance - -
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(Loss) before income taxes (610,691) (109,881)
Income Taxes - -
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NET (LOSS) $ (610,691) $ (109,881)
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(Loss) per common share $ (.06) $ (.01)
------------- -------------
Weighted average common shares
outstanding 9,985,451 10,767,165
------------- -------------
See accompanying notes to financial statements.
4
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ANTSSOFTWARE.COM
(FKA CHOPP COMPUTER CORPORATION)
STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIT) FOR THE YEAR &
QUARTER ENDED JULY 31, 1999
<TABLE>
<CAPTION>
Additional Retained
------------- -------------
Common Stock Paid-In Earnings
------------- ------------- ------------- -------------
Shares Amount Capital (Deficit) Total
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance, April 30, 1997 6,717,843 $ 6,718 $ 5,877,257 $ (7,070,199) $ (1,186,224)
Shares issued for cash in
private placements during year
ended April 30, 1998 2,079,097 2,079 206,671 - 208,750
Shares issued for debt
cancellation during the year
ended April 30, 1998 1,000,000 1,000 499,000 - 500,000
Net (loss) for year ended
April 30, 1998 - - - (392,260) (392,260)
------------- ------------- ------------- ------------- -------------
Balance, April 30, 1998 9,796,940 9,797 6,582,928 (7,462,459) (869,734)
Shares issued for cash in
private placements during year
ended April 30, 1999 324,667 325 193,675 - 194,000
Shares issued for debt
cancellation during the year
ended April 30, 1999 58,058 58 34,692 - 34,750
Transfer of contingent payable/
asset in 1999 - - - 680,015 680,015
Net (loss) for year ended
April 30, 1999 - - - (610,691) (610,691)
------------- ------------- ------------- ------------- -------------
Balance, April 30, 1999 10,179,665 $ 10,180 $ 6,811,295 $ (7,393,135) $ (571,660)
------------- ------------- ------------- ------------- -------------
Shares issued for cash in
Private Placements during
Quarter ended July 31,1999. 587,500 588 361,812 362,400
Net (loss) for quarter
Ended July, 31 1999 (109,881) (109,881)
Balance July 31, 1999 10,767,165 $ 10,768 $ 7,173,107 $ (7,503,016) (319,141)
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
ANTSSOFTWARE.COM
(FKA CHOPP COMPUTER CORPORATION)
STATEMENTS OF CASH FLOWS
Year Ended Three months
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April 30, July 31,
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1999 1999
------------- -------------
Operating activities:
Continuing operations
(loss) from operations $ (610,691) $ (109,881)
Adjustments to
reconcile net
(loss) to net cash
provided by operating
activities:
Depreciation -
Valuation allowance-
Patents -
Changes in assets
and liabilities:
Accounts Payable 367,141
Accrued Expenses 5,000 (10,000)
Subscriptions Receivable
and other 45,483
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Net Cash provided by
operating activities: (193,067) (119,881)
Investing activities: - -
Financing activities:
Issuance of shares 194,000 362,400
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Net cash provided by
financing activities: 194,000 362,400
Net increase in cash 933 242,519
Cash at beginning of period 15,117 16.050
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Cash at end of period $ 16,050 $ 258,569
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Supplemental disclosures:
Cash paid during the period for:
Interest $ - $ -
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Income taxes $ - $ -
------------- -------------
Noncash financing transactions:
Common stock for debt $ 34,750 $ nil
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See accompanying notes to financial statements.
6
<PAGE>
ANTSSOFTWARE.COM
(FKA CHOPP COMPUTER CORPORATION)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1999
NOTE 1 - Significant Accounting Policies
NATURE OF OPERATIONS
AntsSoftware.Com (fka Chopp Computer Corporation), (the
"Company"), a Nevada corporation, was incorporated on September 24,
1996. (The Company is a successor to another company as the Company
merged with a predecessor entity, a Delaware corporation, in June,
1996). In February, 1999 the Company changed its name from Chopp
Computer Corporation to AntsSoftware.Com. The planned operations of the
Company is in the computer field. From inception (September 24, 1996)
to date (September 10, 1999) the Company has had no revenues.
PROPERTY AND EQUIPMENT AND DEPRECIATION
Property and equipment is recorded at cost and is depreciated
over the estimated lives of approximately two to three years using the
straight-line method.
PATENTS AND VALUATION ALLOWANCE
Patents are recorded at cost. Due to uncertainty as to
recovery, a valuation allowance for the full carrying amount of the
patents is recorded.
CASH AND CASH EQUIVALENTS
The Company does not have a policy for cash equivalents at
this time.
LOSS PER SHARE
The computation of loss per share of common stock is based on
the weighted average number of shares outstanding during the period
presented.
USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could
differ from those estimates.
INCOME TAXES
The Company records its income tax provision in accordance
with Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes". (See Note 3).
7
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ANTSSOFTWARE.COM
(FKA CHOPP COMPUTER CORPORATION)
NOTES TO FINANCIAL STATEMENTS (Continued)
JULY 31, 1999
FAIR VALUE OF FINANCIAL INSTRUMENTS
Pursuant to SFAS No. 107, Disclosures about Fair Value of
Financial Instruments, the Company is required to estimate the fair
value of all financial instruments included on its balance sheet at
April 30, 1999. The Company considers the carrying value of such
amounts in the financial statements to approximate their expected
realization and interest rates, which approximate current market rates.
COMPREHENSIVE INCOME (LOSS)
In fiscal 1999, the Company adopted SFAS No. 130, Reporting
Comprehensive Income. This statement establishes standards for the
reporting of comprehensive income and its components in a financial
statement that is displayed with the same prominence as other financial
statements. The adoption of SFAS No. 130 required no additional
disclosure for the Company and did not have any effect on the Company's
financial position, as there was no difference between comprehensive
loss and the net loss as reported.
SEGMENT DISCLOSURES
In fiscal 1999, the Company adopted SFAS No. 131, Disclosures
About Segments of an Enterprise and Related Information. This statement
establishes standards for the way companies report information
regarding operating segments in annual financial statements. The
adoption of SFAS No. 131 required no additional disclosure for the
Company as the Company operated in one principal business segment.
RECLASSIFICATIONS
Certain items in prior year financial statements have been
reclassified to conform to the current year's presentation.
NOTE 2 - Basis of presentation and considerations related to continued
existence (going concern)
The Company's financial statements have been presented on the
basis that it is a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
business. The Company incurred net losses for the years ended April 30,
1999 and Quarter ended July 31, 1999 of $610,691 and $109,881,
respectively. Additionally, the Company's current liabilities
significantly exceed its current assets. These factors, among others,
raise substantial doubt as to the Company's ability to continue as a
going concern.
The Company's management intends to raise additional operating
funds through equity and/or debt offerings. However, there can be no
assurance management will be successful in its endeavors.
8
<PAGE>
ANTSSOFTWARE.COM
(FKA CHOPP COMPUTER CORPORATION)
NOTES TO FINANCIAL STATEMENTS (Continued)
JULY 31, 1999
NOTE 3 - Income taxes
The Company records its income tax provision in accordance
with Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" which requires the use of the liability method of
accounting for deferred income taxes.
Since the Company has not generated taxable income since
inception, no provision for income taxes has been provided. At April
30, 1999, the Company did not have any significant tax net operating
loss carryforwards (tax benefits resulting from losses for tax purposes
have been fully reserved due to the uncertainty of a going concern). At
July 31, 1999, the Company did not have any significant deferred tax
liabilities or deferred tax assets.
The Company is delinquent in its income tax return filings.
NOTE 4 - Warrants
As July 31, 1999, the Company had 1,800,000 warrants
outstanding. These securities give the holder the right to purchase
shares of the Company's restricted common stock in accordance with the
terms of the instrument. 1,300,000 warrants are exercisable at 25
through March 1, 2002. 100,000 warrants are exercisable at 50 through
October 29, 1999. 100,000 warrants are exercisable at 50 through March
7, 2000. 300,000 warrants exercisable at 75 through July 1, 2004.
9
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ITEM 2:
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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The Company's immediate plans call for the completion of a Beta test
That will run ANTs software on a simulated business application, using
application software provided by Lawson Software. This test will be run with
ANTs and without ANTs in order that the benefits of ANTs can be indepently
documented. All tests completed to date have indicated that ANTS is totally
scalable, i.e. the software can run on 1-64,000 processors without having to
have the software re-written. The tests also verified that ANTs software is
independent of any operating system and runs on all platforms, restricted only
by the architecture of the multiprocessors or the computer network. This Beta
test is all the Company needs to prove its technology and create the investment
interest needed to adequately finance the future growth of ANTs.
ANTs financial status has not changed in the last quarter, except for
the fact that $110,000 of Company funds were expended.
RESULTS OF OPERATIONS
The company had no revenue in the quarter and does not anticipate that it will
have revenues until sometime in year 2000.
CAPITAL AND LIQUIDITY RESOURCES
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Historically the Company has been a start-up company that has been
funded by private placements and Government Grants. Management is currently
completing a business plan that it plans on using as a basis for a secondary
offering for a minimum of $5,000,000.00. There is no certainty that this
proposed funding will be completed and the Company, with $258,569.00 on hand as
of July 31, 1999, has adequate funds to take the Company through to first
quarter, 2000.
10
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FORWARD-LOOKING STATEMENTS
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The forward-looking statements herein are based on current expectations
that involve a number of risks and uncertainties. Such forward-looking
statements are based on assumptions that the Company will have adequate
financial resources to fund the development and operation of its business, and
there will be no material adverse change in the Company's operations or
business. The foregoing assumptions are based on judgments with respect to,
among other things, information available to the Company, future economic,
competitive and market conditions and future business decisions. All are
difficult or impossible to predict accurately and many of which are beyond the
Company's control. Accordingly, although the Company believes that the
assumptions underlying the forward-looking statements are reasonable, any such
assumption could prove to be inaccurate and therefore there can be no assurance
that the results contemplated in the forward-looking statements will be
realized. There are a number of other risks presented by the Company's business
and operations which could cause the Company's financial performance to vary
markedly from prior results or results contemplated by the forward-looking
statements. Management decisions, including budgeting, are subjective in many
respects and periodic revisions must be made to reflect actual conditions and
business developments, the impact of which may cause the Company to alter its
capital investment and other expenditures, which may also adversely affect the
Company's results of operations. In light of significant uncertainties inherent
in forward-looking information included in this quarterly Report on Form 10QSB,
the inclusion of such information should not be regarded as a representation by
the Company or any person that the Company's objectives or plans will be
achieved.
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.
(a) On May 28, 1999 the Company issued 10,000 shares of its Common
Stock and on June 6, 1999 the Company issued 577,500 shares of
its Common Stock.
(b) These shares were issued to eight accredited investors.
(c) The June 6, 1999 share issuance was a private placement completed
by Berry-Shino Securities, Inc on behalf of the company. The shares
were not registered under the Securities Act of 1933, as amended,
or under any States Securities Acts in reliance upon available
exemptions from such Acts' registration requirements.
(d) The shares sold were exempt under Section 4(2) of the Securities
Act in that they were sold to eight accredited investors, each
of whom represented they were purchasing for their own account
for investment only and not with the view toward the resale or
distribution thereof.
11
<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereto
duly authorized.
September 15, 1999
ANTS SOFTWARE.COM.
By:/S/ Donald Hutton
-------------------------
Donald Hutton
Director & Chairman of Board
By:/S/ Alison B. Hicks
-------------------------
Alison B. Hicks
Secretary-Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-START> MAY-01-1998
<PERIOD-END> JUL-31-1999
<CASH> 258569
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 258569
<PP&E> 55264
<DEPRECIATION> (55264)
<TOTAL-ASSETS> 258569
<CURRENT-LIABILITIES> 577710
<BONDS> 0
0
0
<COMMON> 10768
<OTHER-SE> (329909)
<TOTAL-LIABILITY-AND-EQUITY> 258569
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 109881
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (109881)
<INCOME-TAX> 0
<INCOME-CONTINUING> (109881)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (109881)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
