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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to
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 Boulevard, Suite 100, Burlingame, CA 94010
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (650) 579-6625
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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EXPLANATORY NOTE
This amendment on Form 8-K/A is being filed to amend Item 4 as originally
filed in this Current Report and to include a new exhibit referencing the
amendment being made to Item 4. Item 5 and 6 have not been amended.
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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 was 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) Neither in connection with its audits for the two most recent
fiscal years ending April 30, 1999 nor with respect to the unaudited
period through January 3, 2000, were there 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 his report 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 January 3,
2000, 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 March 28, 2000 is filed as Exhibit 16 to this Form 8-K/A.
(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.
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Item 7. Exhibits
Exhibit 16.1 - 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: March 31, 2000 By: /s/ Frederick D. Pettit
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Frederick D. Pettit
President, Chief Executive Officer
and Chief Financial Officer
Dated: March 31, 2000 By: /s/ John L. Crary
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John L. Crary
Secretary
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EXHIBIT 16.1
March 28, 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/A report dated January 3, 2000. I agree
with the statements concerning me in such Form 8-K/A, including the changes in
the dates in Item 4(a)(iii) and (iv) to include the unaudited period from April
30, 1999 to January 3, 2000.
Very truly yours,
/s/ Jaak Olesk, CPA
