As filed with the Securities and Exchange Commission on December 29, 1999
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ANTs SOFTWARE.COM
(Exact name of issuer as specified in its charter)
Nevada 13-3054685
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
37 Santa Teresita Way
Santa Barbara, CA 93105
(805) 687-4731
(Address of Principal Executive Offices)
MANAGEMENT CONSULTANT STOCK OPTION
(Full Title of the Plan)
--------------------
Ants Software.com
37 Santa Teresita Way
Santa Barbara, CA 93105
(Name and address of Agent for Service)
(805) 687-4731
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Joseph E. Nida
Nida & Maloney, LLP
800 Anacapa St.
Santa Barbara, CA 93101
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================ =================== ======================= ====================== ======================
<S> <C> <C> <C> <C>
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered (1) offering price per aggregate offering registration fee (2)
share price
- ---------------------------- ------------------- ----------------------- ---------------------- ----------------------
Common Stock, par value
$.001 per share 80,000 $0.50 $40,000 $11
- ---------------------------- ------------------- ----------------------- ---------------------- ----------------------
</TABLE>
(1) This Registration Statement covers 80,000 shares of common stock of the
Registrant which may be issued pursuant to an employee benefit plan.
Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of additional
shares of Common Stock that may become issuable to prevent dilution as a
result of stock splits, stock dividends, or similar transactions.
(2) Estimated pursuant to Rule 457(h)(1) solely for the purpose of calculating
the registration fee, calculated by multiplying the number of shares of
common stock by $0.50, the negotiated exercise price for the shares
underlying the option.
================================================================================
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be sent to participants in the employee benefit plan as
specified in Rule 428(b)(1) and, in accordance with the instructions to Part I,
are not filed with the Securities and Exchange Commission (the "Commission") as
part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by Ants Software.com (the
"Registrant") with the Commission, are incorporated by reference in this
Registration Statement and made a part hereof:
(a) The description of common stock of the Registrant contained in
the Registration Statement on Form 10-SB filed with the
Commission on September 14, 1999 (Commission File No.
000-16299).
(b) The Registrant's Registration Statement on Form 10-SB filed
with the Commission on September 14, 1999, as amended by
amendments number 1 and 2 on Form 10-SB/A, both filed on
September 22, 1999 (Commission File No. 000-16299 ).
(c) The Quarterly Report on Form 10-QSB for the quarter ended
July 31, 1999 filed on September 17, 1999 (Commission File
No. 000-16299).
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents. Any statement
contained in any document, all or a portion of which is incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained or
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of the Registrant's common stock registered
hereunder will be passed upon for the Registrant by Nida & Maloney, LLP, with
its principal offices in Santa Barbara, California.
Item 6. Indemnification of Directors and Officers.
Subsection 1 of Section 78.7502 of Chapter 78 of the Nevada General
Corporation Law ("NGCL") empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
2
<PAGE>
conviction or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe his action was unlawful.
Subsection 2 of Section 78.7502 of the NGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including amounts paid in settlement and
attorneys' fees, actually and reasonably incurred by him in connection with the
defense or settlement of the action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation. Except that no indemnification may be made in respect of any
claim, issue or matter as to which such person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the corporation, unless
and only to the extent that the court in which such action or suit was brought
or other court of competent jurisdiction determines upon application that, in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
Section 78.7502 (3) of the NGCL further provides that, to the extent a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in the defense of any action, suit or proceeding referred to
in subsection (1) and (2), or in the defense of any claim, issue or matter
therein, the corporation shall indemnify him against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense. Section 78.751(3) of the NGCL provides that the indemnification
provided for by Section 78.7502 of the NGCL shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled and that the scope
of indemnification shall continue as to directors, officers, employees or agents
who have ceased to hold such positions, and inures to the benefit of their
heirs, executors and administrators.
Section 78.752 of the NGCL empowers the corporation to purchase and
maintain insurance on behalf of a director, officer, employee or agent of the
corporation against any liability asserted against him or incurred by him in any
such capacity or arising out of his status as such whether or not the
corporation would have the authority to indemnify him against such liabilities
and expenses.
The Registrant's bylaws provide that directors, officers and certain
other persons may be indemnified to the fullest extent authorized by Nevada law.
Section 78.751 of the NGCL provides that any discretionary indemnification under
NGCL 78.7502, unless ordered by a court or pursuant to the provisions of
subsection (2) of Section 78.751 must be authorized by: (a) a determination of
the stockholders, (b) a majority vote of a quorum of the disinterested board of
directors and (c) by independent legal counsel in a written opinion if a
majority vote of a quorum of the disinterested board of directors so orders, or,
if a quorum of disinterested directors cannot be obtained by independent legal
counsel in a written opinion.
To the extent that any director, officer, employee, or agent of the
Registrant has been successful on the merits or otherwise in defense of any of
the foregoing actions, suits, or proceedings, such person must be indemnified
against reasonable expenses incurred by him in connection with the defense of
such action.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Index to Exhibits at page 6.
3
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or together, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii)To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at
the termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Barbara, State of California on this 29th day
of December 1999.
ANTs SOFTWARE.COM
By: /s/ Donald Hutton
----------------------------
Donald Hutton
Chairman of the Board and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Donald Hutton, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same with all
exhibits thereto or other documents in connection therewith, with the Securities
and Exchange Commission, granting unto each of said attorney-in-fact and agent
full power and authority to do so and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
Signature Title Date
<S> <C> <C>
/s/ Frederick D. Petit President, Chief Executive
- ------------------------------ Officer and Director December 29, 1999
Frederick D. Petit (Principal Executive Officer)
/s/ Donald Hutton Director and Chairman of the Board December 29, 1999
- ------------------------------
Donald Hutton
/s/ Alison B. Hicks Secretary-Treasurer and Director December 29, 1999
- ------------------------------ (Principal Financial and Accounting Officer)
Alison B. Hicks
/s/ Peter Patton Director and Chairman December 29, 1999
- -------------------------------- of the Technical Advisory Board
Peter Patton
</TABLE>
5
<PAGE>
ANTs SOFTWARE.COM
INDEX TO EXHIBITS
Exhibit
Number Exhibit
4.1 Specimen Stock Certificate
4.2 Letter of Agreement between the Registrant
and John C. Wilczak, dated December 3, 1999
5.1 Opinion of Nida & Maloney, LLP
23.1 Consent of Donald Hutton, CPA
23.2 Consent of Nida & Maloney, LLP (included within Exhibit 5.1)
24.1 Power of Attorney (see page 5 of this Registration Statement)
6
<PAGE>
SPECIMEN STOCK CERTIFICATE
[LOGO]
ANTs SOFTWARE.COM
NUMBER SHARES
Incorporated Under the Laws of Reverse for Certain Definitions
the State of Nevada CUSIP [______________]
This Certifies that ____________________ is the record holder of FULLY
PAID AND NONASSESABLE SHARES OF COMMON STOCK, .001 PAR VALUE, OF
- --------------------------------ANTs SOFTWARE.COM-------------------------------
transferable on the books of the Corporation by the holder hereof in
person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
[SEAL]
PRESIDENT TREASURER
COUNTERSIGNED AND REGISTERED:
TRANSFER AGENT AND REGISTRAR
BY:
AUTHORIZED SIGNATURE
The Corporation shall furnish without charge to each stockholder
who so requests a statement of the powers, designations, preferences
and relative, participating, optional or other special rights of each
class of stock of the Corporation or series thereof and the
qualifications, limitations or restrictions of such preferences and/or
rights. Such requests shall be made to the Corporation's Secretary at
the principal office of the Corporation.
The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were
written out in full according to applicable laws and regulations:
TEN COM -- as tenants in common.
TEN ENT -- as tenants by the entireties.
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common.
UNIF GIFT MIN ACT ---------------- Custodian
---------------------------------------- (Cust)
(Minor) under Uniform Gifts to Minors Act
----------------------------------- (State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, ___________________________ hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
-------------------------
----------------------------------------------------------------
(Please Print or Typewrite Name and Address, Including Zip Code, of
Assignee)
=================================================================
Shares of the common stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint
_______________________________________________________ Attorney to
transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated: ___________________________
X ___________________________
X ___________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
WRITTEN UPON THE FACE OF THE CERTIFICATE
IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature (s) Guaranteed
By: ______________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C RULE 17Ad-15.
December 3, 1999
Mr. Donald Hutton
Ants Software.com
37 Santa Teresita Way
Santa Barbara, CA 93105
Re: Ants Software.com ("Ants")
Dear Don:
This letter agreement (the "Agreement"), when signed by the parties,
will reflect our mutual resolution of the outstanding matters regarding my
employment with Ants.
1. I will be paid the sum of Twenty Five Thousand Dollars ($25,000) due
upon the execution of this Agreement.
2. Effective as of April 30, 1999, I will receive a fully vested five (5)
year stock option for Eighty Thousand (80,000) shares of the common stock of
Ants, at a strike price of Fifty Cents ($0.50) per share (the "Option"). I agree
to pay reasonable counsel fees and costs of counsel of my choosing to prepare
and file an S-8 Registration Statement on behalf of Ants to register the Option.
3. In consideration of the execution of this Agreement by Ants and the
obligations of Paragraphs 1 and 2 hereof, I hereby release Ants, its Officers,
Directors, employees and agents or insurers, from and against any and all claims
of any nature, whether known or unknown, directly or indirectly related to my
employment and resignation of my employment, or claims for further compensation
or damages. I hereby agree that the release shall also apply to those types of
claims set forth in Section 1542 of the California Civil Code, which provides:
"A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him, must have
materially affected his settlement with the debtor."
The claims released under this Agreement include, but are not limited to, any
rights arising out of any alleged violations of any contract or covenant, any
tort, any legal restriction on the right of Ants' releasees, or any of them, to
terminate employees, any federal, state or other governmental statue or
regulation, including, without limitation: (1) Title VII of the Civil Rights Act
of 1964 (race, color, religion, sex and national origin discrimination); (2) the
American with Disabilities Act (discrimination against individuals with
disabilities); (3) the Age Discrimination in Employment Act (age discrimination
in employment including discrimination against individuals forty years of age or
over; and (4) the California Fair Employment and Housing Act (discrimination,
including race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex or age).
I further agree that this release shall also specifically apply to any
claims with respect to my employment, termination of my employment, or of
unlawful termination or breach of my employment contract and loss of any and all
salary, benefits or other damages tangible or intangible relating thereto.
5. In consideration of the execution of this Agreement by me, Ants hereby
releases me from and against any and all claims of any nature, whether known or
unknown, directly or indirectly related to my employment and resignation of my
employment, or claims for further compensation or damages. Ants agrees that the
release shall also apply to those types of claims set forth in Section 1542 of
the California Civil Code, which provides:
"A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him, must
have materially affected his settlement with the debtor."
6. The parties hereto warrant and represent that they are authorized to
enter into this Agreement and that no third parties, other than the parties
hereto, have any interest in any of the claims released hereby.
7. This Agreement contains the entire settlement understanding of the
parties, supersedes any prior agreements between the parties and cannot be
altered or amended except by a writing duly executed by all parties hereto. This
Agreement shall be binding upon and inure to the benefit of the successors,
assigns, and personal representatives of the parties.
8. Each party hereto acknowledges that they have signed this Agreement
without having relied upon or being induced by any agreement, warranty or
representation of fact or opinion of any person not expressly set forth herein.
All representations and warranties of either party contained herein shall
survive its signing and delivery.
9. This Agreement shall be governed by and construed in accordance with the
laws of the State of California with the venue in Santa Barbara, California.
10. In the event of any controversy, claim or dispute between the parties
hereto, arising out of or in any manner relating to this Agreement, including an
attempt to rescind or set aside, the prevailing party in any action brought to
settle such controversy, claim or dispute, shall be entitled to recover
reasonable attorney's fees and costs of suit.
11. Neither party (and, in the case of Ants, its Directors and Executive
Officers) hereto will make disparaging comments regarding the other party.
12. Except as to Ants' responsibilities to report to its stockholders and
the Securities and Exchange Commission, and to the Internal Revenue Service, the
California State Franchise Tax Board and other taxing authorities, the terms of
this Agreement shall be kept confidential, and no party, representative,
attorney or family member shall reveal its contents, or characterize its
contents, to any third party except as required by law or except as necessary to
comply with law.
13. Any controversy between the parties regarding the construction or
application of this Agreement, and any claim arising out of this Agreement or
its breach, shall be submitted to arbitration in Santa Barbara, California,
before one (1) arbitrator, upon the written request of one party after service
of that request on the other party.
14. I will continue to be covered under Ants' Directors and Officers
insurance, if any. Ants shall continue to indemnify me to the fullest extent
permitted by law for the period I was an employee, officer or director of Ants.
15. This Agreement will be effective as of May 1, 1999, and I hereby resign
in all capacities as of that date.
/s/ John C. Wilczak
-----------------------
JOHN C. WILCZAK
We agree to the foregoing.
Date: Dec. 8th, 1999 ANTS SOFTWARE.COM
By: /s/ Donald Hutton
------------------------
Name: Donald Hutton
Title: Chairman of the Board
NIDA & MALONEY
A Limited Liability Partnership
800 Anacapa Street
Santa Barbara, California 93101
(805) 568-1151
Facsimile (805) 568-1955
December 30, 1999
Ants Software.com
37 Santa Teresita Way
Santa Barbara, CA 93105
Re: Ants Software.com - Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel for Ants Software.com, a Delaware
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, to be filed with the Securities and Exchange
Commission (the "Commission") on December 30, 1999, in connection with the
registration of an aggregate of 80,000 shares of the Company's Common Stock, par
value $.001 per share (collectively, the "Shares"), issued or issuable under the
Stock Option granted to John C. Wilczak pursuant to a written compensation
contract dated December 3, 1999 (the "Option").
In connection with the preparation of the Registration Statement and
the proposed issuance and sale of the Shares in accordance with the Option and
the Form S-8 prospectus to be delivered to the Option holder, we have made
certain legal and factual examinations and inquiries and examined, among other
things, such documents, records, instruments, agreements, certificates and
matters as we have considered appropriate and necessary for the rendering of
this opinion. We have assumed for the purpose of this opinion the authenticity
of all documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies, and the genuineness of the
signatures thereon. As to various questions of fact material to this opinion, we
have, when relevant facts were not independently established, relied, to the
extent deemed proper by us, upon certificates and statements of officers and
representatives of the Company.
As used in this opinion, the expression "to our knowledge" with
reference to matters of fact means that, after an examination of documents made
available to us by the Company, and after inquiries of officers of the Company,
but without any further independent factual investigation, we find no reasons to
believe that the opinions expressed herein are factually incorrect. Further, the
expression "to our knowledge" with reference to matters of fact refers to the
current actual knowledge of the attorneys of this firm who have worked on
matters for the Company. Except to the extent expressly set forth herein or as
we otherwise believe to be necessary to our opinion, we have not undertaken any
independent investigation to determine the existence or absence of any fact, and
no inference should be drawn from our representation of the Company or the
rendering of the opinion set forth below.
For purposes of this opinion, we are assuming that you have all
requisite power and authority, and have taken any and all necessary
administrative action, to authorize Shares, and we are assuming that the
representations made by you with respect to the Shares are true and correct.
Based on the foregoing an in reliance thereon, it is our opinion that the
Shares, to the extent and when issued and sold in accordance with the Option and
the prospectus delivered or to be delivered to the Option holder, the Shares are
or will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of our opinion as Exhibit 5.1 to the
Registration Statement and further consent to the reference to this firm in the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder.
<PAGE>
Ants Software.com
December 29, 1999
Page 2
This opinion is rendered solely for your benefit in accordance with the
subject transaction and is not to be otherwise used, circulated, quoted or
referred to without our prior written consent. We are opining herein only as to
the internal (and not the conflict of law) laws of the States of California and
the Nevada General Corporation Law, and we assume no responsibility as to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction.
Very truly yours,
/S/ NIDA & MALONEY, LLP
CONSENT OF CERTIFIED PUBLIC ACCOUNTANT
Ants Software.com
37 Santa Teresita Way
Santa Barbara, CA 93105
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of the financial statements of Ants
Software.com appearing in the Company's Registration Statement on Form 10-SB
filed with the Securities and Exchange Commission on September 14, 1999, and as
amended by amendments number 1 and 2 thereto on Form 10-SB/A filed with the
Commission on September 22, 1999.
/s/ Donald Hutton
------------------------
Donald Hutton, CPA
Santa Barbara, California
December 30, 1999
