U.S. 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): January 3, 2000
ANTs Software.com
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(Exact Name of Registrant as Specified in Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
0-16299 13-3054685
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(Commission File Number) (IRS Employer Identification No.)
500 Airport Blvd., Burlingame, CA 94010
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (650) 579-6625
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants.
(i) On January 3, 2000, Jaak Olesk, CPA informed the Registrant's
former Chairman that he resigned as the independent accountant of the
Registrant.
(ii) The report of Jaak Olesk, CPA on the financial statements as
of and for the year ending April 30, 1999 did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles. However, the
auditor's report dated July 2, 1999, for the year ended April 30,
1999, included an explanatory paragraph expressing substantial doubt
about the Registrant's ability to continue as a going concern.
(iii) In connection with its audits for the two most recent
fiscal years and through April 30, 1999, there have been no
disagreements with Jaak Olesk, CPA on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the
satisfaction of Jaak Olesk, CPA would have caused him to make
reference thereto in their reports on the financial statements for
such years; provided, however, that Jaak Olesk, CPA indicated his
objection to the filing by the Registrant of registration statements
on Form 10-SB and S-8 without obtaining his prior written consent, as
required. The referenced registration statement on Form S-8 was
withdrawn by the Registrant. Jaak Olesk, CPA has agreed to cooperate
with the Registrant in filing appropriate amendments to the
Registrant's registration statement on Form 10-SB and a new
registration statement on Form S-8 to correct such deficiencies.
(iv) During the two most recent fiscal years and through April
30, 1999, there have been no reportable events of the type described
in Regulation S-B Item 304(a)(1)(iv)(B).
(v) Jaak Olesk, CPA's resignation was not recommended by the
Audit Committee or Board of Directors of the Registrant.
(vi) The Registrant has requested that Jaak Olesk, CPA furnish
it with a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the above statements. A copy of
such letter, dated January 27, 2000 is filed as Exhibit 16 to this
Form 8-K.
(b) New independent accountants.
(i) The Registrant engaged Farber & Hass LLP as its new
independent accountants as of January 19, 2000. During the two most
recent fiscal years and through January 19, 2000, the Registrant has
not consulted with Farber & Hass LLP regarding either: (i) the
application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that might be
rendered on the Registrant's financial statements and either written
or oral advice was provided to the Registrant by Farber & Hass LLP
that the Registrant considered was an important factor in reaching a
decision as to the accounting, auditing or financial reporting issue;
or (ii) any matter that was the subject of a disagreement or event of
the type described in Item 304(a)(1)(iv) of Regulation S-B and the
related instructions to Item 304 of Regulation S-B.
<PAGE>
Item 5. Other Events.
On January 5, 2000, Donald R. Hutton resigned as Chief Executive Officer,
Chairman of the Board and a Director of the Registrant.
Item 6. Resignations of Registrant's Directors
Donald R. Hutton's resignation as Chairman of the Board and a Director of
the Registrant reported in Item 5 of the Current Report was not due to any
disagreement with the Registrant. Effective January 5, 2000, Frederick D. Pettit
was appointed as the new Chairman of the Board.
Item 7. Exhibits
Exhibit 16 - Letter of Jaak Olesk, CPA
SIGNATURE
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.
Dated: January 27, 2000 By: /s/ Frederick D. Pettit
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Frederick D. Pettit
President and CEO
January 27, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
I have read the statements made by ANTs Software.com (copy attached),
which I understand will be filed with the Commission, pursuant to Item 4 of Form
8-K, as part of the Company's Form 8-K report dated January 27, 2000. I agree
with the statements concerning me in such Form 8-K.
Very truly yours,
/s/ Jaak Olesk, CPA
