UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


_____________________




FORM
10-Q


(Mark
One)





[X]
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934





For
the quarterly period ended: September 30, 2009





OR





[   ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934





For
the transition period from _________________ to ________________





Commission
file number:  000-16299


________________




ANTS
SOFTWARE INC.


(Exact
name of registrant as specified in its charter)





Delaware
            13-3054685(State
      or other jurisdiction of
            (IRS
      Employer Identification Number)Incorporation
      or Organization)71
      Stevenson St., Suite 400, San Francisco, CA
            94105(Address
      of principal executive offices)
            (Zip
      Code)





(650)
931-0500


(Registrant’s
Telephone Number, including area code)








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 such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X]  No [ ]





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes [ ]
 No [ ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated  filer or a smaller reporting
company.   See definition of “accelerated filer and large
accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):  Large accelerated filer [
]      Accelerated filer [
]    Non-accelerated filer [X] Smaller reporting company [
]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.):  Yes [
]    No [X]





ANTs
software inc. had 101,588,527 shares of Common Stock outstanding as of November
13, 2009.









TABLE
OF CONTENTS




PART I. Financial InformationItem 1.
              Consolidated Financial StatementsConsolidated Balance Sheets as of September 30, 2009 and
      December 31, 2008
              
              
              3Consolidated Statements of Operations for the Three and
      Nine Months ended September 30,2009 and 2008 (restated)
              
              
              4Consolidated Statements of Stockholders’ Equity for the
      Nine Months ended September 30,2009 and 2008 (restated)
              
              
              5Consolidated Statements of Cash Flows for the Nine
      Months ended September 30,2009 and 2008 (restated)
              
              
              6Notes to Consolidated Financial
    Statements
              
              
              7-24Item 2.
              Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
              
              
              25-31Item 3.
              Quantitative and Qualitative Disclosures About Market
      Risk
              
              
              32Item 4.
              Controls and Procedures
              
              
              32PART II. Other InformationItem 1.
              Legal Proceedings
              
              
              33Item 1A.
              Risk Factors
              
              
              33Item 2.
              Unregistered Sales of Equity Securities and Use of
      Proceeds
              
              
              33Item 3.
              Defaults Upon Senior Securities
              
              
              33Item 4.
              Submission of Matters to a Vote of Security
      Holders
              
              
              34Item 5.
              Other Information
              
              
              34Item 6.
              Exhibits
              
              
              35Signatures
              
              
              36




2





PART I.  FINANCIAL INFORMATION


ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS
 
 ANTS
      SOFTWARE INC.CONSOLIDATED BALANCE SHEETSSeptember
      30,ASSETS
              
              2009
              
              
              December
      31,(Unaudited)
              
              
              2008Current
      assets:Cash
      and cash equivalents
              
              $
              512,758
              
              
              $
              2,051,807Stock
      subscription receivable
              
              
              305,000
              
              
              
              -Accounts
      receivable
              
              
              748,029
              
              
              
              383,445Note
      receivable from customer
              
              
              500,000
              
              
              
              2,000,000Restricted
      cash
              
              
              9,379
              
              
              
              125,000Current
      portion of prepaid debt issuance cost
              
              
              -
              
              
              
              4,121Prepaid
      expenses and other current assets
              
              
              121,641
              
              
              
              160,723Total
      current assets
              
              
              2,196,807
              
              
              
              4,725,096Property
      and equipment, net
              
              
              280,826
              
              
              
              399,093Other
      intangible assets, net
              
              
              4,879,334
              
              
              
              5,504,081Goodwill
              
              
              22,761,517
              
              
              
              22,761,517Other
      assets
              
              
              39,998
              
              
              
              67,018Total
      assets
              
              $
              30,158,482
              
              
              $
              33,456,805LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable and other accrued expenses
              
              $
              1,899,244
              
              
              $
              1,445,043Line
      of credit
              
              
              250,000
              
              
              
              200,000Current
      portion of long-term debt
              
              
              23,462
              
              
              
              -Current
      portion of convertible promissory notes, net of debtdiscount
      of $- and $15,916, respectively
              
              
              200,000
              
              
              
              234,084Deferred
      revenue
              
              
              532,373
              
              
              
              487,121Total
      current liabilities
              
              
              2,905,079
              
              
              
              2,366,248Long-term
      liabilities:Convertible
      promissory notes, net of debt discount of $1,000,000and
      $8,549,964, respectively
              
              
              1,000,000
              
              
              
              2,703,260Deferred
      tax liability
              
              
              344,000
              
              
              
              344,000Total
      liabilities
              
              
              4,249,079
              
              
              
              5,413,508Commitments
      and contingenciesStockholders’
      equity:
                Preferred Stock, 50,000,000 shares authorizedSeries
      A Convertible Preferred Stock, $0.0001 par value; 12,000,000 shares
      designated;9,178,387
      and -0- issued and outstanding as ofSeptember
      30, 2009 and December 31, 2008, respectively(liquidation
      preference of $9,178,387 as of September 30, 2009)
              
              
              918
              
              
              
              -Common
      Stock, $0.0001 par value; 200,000,000 shares authorized;97,703,445
      and 90,648,369 shares issued and outstanding as ofSeptember
      30, 2009 and December 31, 2008, respectively
              
              
              9,770
              
              
              
              9,065Additional
      paid-in capital
              
              
              136,709,968
              
              
              
              115,963,846Accumulated
      deficit
              
              
              (110,811,253
              )
              
              
              (87,929,614
              )Total
      stockholders’ equity
              
              
              25,909,403
              
              
              
              28,043,297Total
      liabilities and stockholders' equity
              
              $
              30,158,482
              
              
              $
              33,456,805See
      accompanying Notes to Consolidated Financial Statements




3




ANTS
      SOFTWARE INC.CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)For
      the Three Months Ended
              
              
              For
      the Nine Months EndedSeptember
      30,
              
              
              September
      30,2008
              
              
              
              
              
              20082009
              
              
              (restated)
              
              
              2009
              
              
              (restated)Revenues:Products
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              4,904,165Services
              
              
              1,378,373
              
              
              
              1,441,422
              
              
              
              4,136,317
              
              
              
              1,992,180Total
      revenues
              
              
              1,378,373
              
              
              
              1,441,422
              
              
              
              4,136,317
              
              
              
              6,896,345Cost
      of revenues:Products
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              511,993Services
              
              
              1,281,571
              
              
              
              1,178,111
              
              
              
              3,739,174
              
              
              
              1,596,681Total
      cost of revenues
              
              
              1,281,571
              
              
              
              1,178,111
              
              
              
              3,739,174
              
              
              
              2,108,674Gross
      profit
              
              
              96,802
              
              
              
              263,311
              
              
              
              397,143
              
              
              
              4,787,671Operating  expenses:Sales
      and marketing
              
              
              381,503
              
              
              
              739,877
              
              
              
              1,404,806
              
              
              
              1,766,906Research
      and development
              
              
              694,235
              
              
              
              1,386,250
              
              
              
              1,628,523
              
              
              
              5,774,756General
      and administrative
              
              
              1,031,723
              
              
              
              952,099
              
              
              
              3,676,603
              
              
              
              3,400,638Total
      operating expenses
              
              
              2,107,461
              
              
              
              3,078,226
              
              
              
              6,709,932
              
              
              
              10,942,300Operating
      loss
              
              
              (2,010,659
              )
              
              
              (2,814,915
              )
              
              
              (6,312,789
              )
              
              
              (6,154,629
              )Other
      (expense) income:Interest
      income
              
              
              1,065
              
              
              
              18,527
              
              
              
              2,032
              
              
              
              66,163Loss
      on extinguishment of convertible promissory notes
              
              
              (11,783,547
              )
              
              
              -
              
              
              
              (12,279,380
              )
              
              
              (49,940
              )Other
              
              
              (1,178
              )
              
              
              -
              
              
              
              (3,690
              )
              
              
              -Interest
      expense
              
              
              (261,453
              )
              
              
              (1,032,564
              )
              
              
              (2,474,992
              )
              
              
              (2,582,418
              )Total
      other (expense) income
              
              
              (12,045,113
              )
              
              
              (1,014,037
              )
              
              
              (14,756,030
              )
              
              
              (2,566,195
              )Net
      loss before income taxes
              
              
              (14,055,772
              )
              
              
              (3,828,952
              )
              
              
              (21,068,819
              )
              
              
              (8,720,824
              )Income
      taxes
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
      loss
              
              
              (14,055,772
              )
              
              
              (3,828,952
              )
              
              
              (21,068,819
              )
              
              
              (8,720,824
              )Deemed
      dividend related to beneficial conversion   feature on Series A
      Convertible Preferred Stock
              
              
              (1,812,820
              )
              
              
              -
              
              
              
              (1,812,820
              )
              
              
              -Loss
      applicable to common shares
              
              $
              (15,868,592
              )
              
              $
              (3,828,952
              )
              
              $
              (22,881,639
              )
              
              $
              (8,720,824
              )Basic
      and diluted net loss per common share
              
              $
              (0.17
              )
              
              $
              (0.04
              )
              
              $
              (0.25
              )
              
              $
              (0.12
              )Shares
      used in computing basic and dilutednet
      loss per common share
              
              
              95,616,762
              
              
              
              90,648,369
              
              
              
              92,947,071
              
              
              
              73,549,703See
      accompanying Notes to Consolidated Financial Statements




4




ANTS
      SOFTWARE INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
      EQUITY(Unaudited)


Series
      AConvertiblePreferred Stock
                  
                  
                  Common
      Stock
                  
                  
                  AdditionalPaid-in
                  
                  
                  AccumulatedShares
                  
                  
                  Amount
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Deficit
                  
                  
                  TotalBalance
      at December 31, 2008
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  90,648,369
                  
                  
                  $
                  9,065
                  
                  
                  $
                  115,963,846
                  
                  
                  $
                  (87,929,614
                  )
                  
                  $
                  28,043,297Proceeds
      from private placements
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  3,292,498
                  
                  
                  
                  329
                  
                  
                  
                  1,194,421
                  
                  
                  
                  
                  
                  
                  
                  1,194,750Issuance
      of 287,500 Common Stock warrants inconnection
      with the issuance of two 1%convertible
      notes
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  78,693
                  
                  
                  
                  
                  
                  
                  
                  78,693Beneficial
      conversion feature of two 1%convertible
      notes
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  20,125
                  
                  
                  
                  
                  
                  
                  
                  20,125Conversion
      of 1% notes
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  287,500
                  
                  
                  
                  29
                  
                  
                  
                  114,971
                  
                  
                  
                  
                  
                  
                  
                  115,000Extinguishment
      of 10% convertiblepromissory
      notes, net of commission
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1,770,833
                  
                  
                  
                  177
                  
                  
                  
                  758,783
                  
                  
                  
                  
                  
                  
                  
                  758,960Stock
      issued to placement agent as commission forextinguishment
      of 10% convertible promissory notes
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  23,850
                  
                  
                  
                  2
                  
                  
                  
                  12,354
                  
                  
                  
                  
                  
                  
                  
                  12,356Stock
      issuable for the extension of a 10%convertible
      promissory note and interest payments
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  32,802
                  
                  
                  
                  
                  
                  
                  
                  32,802Stock
      and 300,000 warrants issued for a consultingarrangement,
      subject to vesting
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  200,000
                  
                  
                  
                  20
                  
                  
                  
                  88,307
                  
                  
                  
                  
                  
                  
                  
                  88,327Stock
      issued for employee compensationunder
      the 2008 Stock Plan, subject to vestingand
      net of forfeitures
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1,246,179
                  
                  
                  
                  124
                  
                  
                  
                  235,119
                  
                  
                  
                  
                  
                  
                  
                  235,243Stock
      issued for non-employee compensationunder
      the 2008 Stock Plan, subject to vesting
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  234,216
                  
                  
                  
                  24
                  
                  
                  
                  58,585
                  
                  
                  
                  
                  
                  
                  
                  58,609Share-based
      compensation expense- employees
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  694,669
                  
                  
                  
                  
                  
                  
                  
                  694,669Share-based
      compensation expense-non-employees
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  32,620
                  
                  
                  
                  
                  
                  
                  
                  32,620Extinguishment
      of promissory notes and relatedaccrued
      interest
                  
                  
                  8,928,387
                  
                  
                  
                  893
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  15,361,878
                  
                  
                  
                  
                  
                  
                  
                  15,362,771Exercise
      of preferred stock warrants
                  
                  
                  250,000
                  
                  
                  
                  25
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  249,975
                  
                  
                  
                  
                  
                  
                  
                  250,000Deemed
      dividend related to beneficial conversion feature on Series A
      Convertible Preferred Stock
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1,812,820
                  
                  
                  
                  (1,812,820
                  )
                  
                  
                  -Net
      loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (21,068,819
                  )
                  
                  
                  (21,068,819
                  )Balance
      at September 30, 2009
                  
                  
                  9,178,387
                  
                  
                  $
                  918
                  
                  
                  
                  97,703,445
                  
                  
                  $
                  9,770
                  
                  
                  $
                  136,709,968
                  
                  
                  $
                  (110,811,253
                  )
                  
                  $
                  25,909,403Balance
      at December 31, 2007 (restated)
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  57,398,445
                  
                  
                  $
                  5,740
                  
                  
                  $
                  74,957,098
                  
                  
                  $
                  (76,301,030
                  )
                  
                  $
                  (1,338,192
                  )Proceeds
      from private placements, net of cashcommissions
      of $367,200
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  13,202,424
                  
                  
                  
                  1,320
                  
                  
                  
                  7,246,485
                  
                  
                  
                  
                  
                  
                  
                  7,247,805Shares
      issued in connection with acquisition ofInventa
      Technologies, Inc.
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  20,000,000
                  
                  
                  
                  2,000
                  
                  
                  
                  23,998,000
                  
                  
                  
                  
                  
                  
                  
                  24,000,000Beneficial
      conversion feature on convertible promissory notes
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1,355,586
                  
                  
                  
                  
                  
                  
                  
                  1,355,586Fair
      value of conversion feature upon modificationof
      convertible promissory notes
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  5,226,069
                  
                  
                  
                  
                  
                  
                  
                  5,226,069Proceeds
      from option and warrant exercises
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  47,500
                  
                  
                  
                  5
                  
                  
                  
                  32,665
                  
                  
                  
                  
                  
                  
                  
                  32,670Share-based
      compensation expense- employees
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  2,678,599
                  
                  
                  
                  
                  
                  
                  
                  2,678,599Share-based
      compensation expense- non-employees
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  128,990
                  
                  
                  
                  
                  
                  
                  
                  128,990Net
      loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (8,720,824
                  )
                  
                  
                  (8,720,824
                  )Balance
      at September 30, 2008 (restated)
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  90,648,369
                  
                  
                  $
                  9,065
                  
                  
                  $
                  115,623,492
                  
                  
                  $
                  (85,021,854
                  )
                  
                  $
                  30,610,703




See
accompanying Notes to Consolidated Financial Statements
  5




ANTS
      SOFTWARE INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)For
      the Nine Months Ended September 30,20082009
              
              
              (restated)Cash
      flows from operating activities:Net
      loss
              
              $
              (21,068,819
              )
              
              $
              (8,720,824
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
              
              
              780,278
              
              
              
              539,034Amortization
      of discount on convertible promissory notes
              
              
              1,845,141
              
              
              
              1,706,222Amortization
      of debt issuance costs
              
              
              -
              
              
              
              75,925Amortization
      of accrued rent, net of cash payments
              
              
              -
              
              
              
              3,772Amortization
      of warrant issued to a third party
              
              
              -
              
              
              
              57,674Stock-based
      compensation expense
              
              
              1,021,141
              
              
              
              2,807,589Stock-based
      interest expense
              
              
              32,802
              
              
              
              -Stock-based
      consulting expense
              
              
              88,327
              
              
              
              -Loss
      on extinguishment of convertible promissory notes
              
              
              12,279,380
              
              
              
              49,490Changes
      in operating assets and liabilities:Accounts
      receivable
              
              
              (364,584
              )
              
              
              136,102Restricted
      cash
              
              
              115,621
              
              
              
              67,574Prepaid
      expenses and other current assets
              
              
              108,596
              
              
              
              1,787Notes
      receivable from customer
              
              
              1,500,000
              
              
              
              (2,500,000
              )Other
      assets
              
              
              27,020
              
              
              
              -Accounts
      payable and other accrued expenses
              
              
              879,362
              
              
              
              (229,677
              )Deferred
      revenue
              
              
              45,252
              
              
              
              (211,843
              )Net
      cash used in operating activities
              
              
              (2,710,483
              )
              
              
              (6,217,175
              )Cash
      flows from investing activities:Purchases
      of property and equipment
              
              
              (37,264
              )
              
              
              (92,101
              )Acquisition
      of Inventa, net of cash acquired
              
              
              -
              
              
              
              (3,047,444
              )Net
      cash used in investing activities
              
              
              (37,264
              )
              
              
              (3,139,545
              )Cash
      flows from financing activities:Proceeds
      from line of credit
              
              
              50,000
              
              
              
              -Proceeds
      from private placements of common stock - equity, net of cash
      commissions
              
              
              889,750
              
              
              
              7,247,800Proceeds
      from private placements of common stock- 1% convertible promissory
      notes
              
              
              115,000
              
              
              
              -Proceeds
      from exercise of common stock options
              
              
              -
              
              
              
              32,679Proceeds
      from exercise of Series A Convertible Preferred Stock
    Warrants
              
              
              250,000
              
              
              
              -Principal
      payments on long-term debt
              
              
              (96,052
              )
              
              
              (75,000
              )Net
      cash provided by financing activities
              
              
              1,208,698
              
              
              
              7,205,479Net
      decrease in cash and cash equivalents
              
              
              (1,539,049
              )
              
              
              (2,151,241
              )Cash
      and cash equivalents at beginning of period
              
              
              2,051,807
              
              
              
              4,480,694Cash
      and cash equivalents at end of period
              
              $
              512,758
              
              
              $
              2,329,453Supplemental
      disclosure of cash flow information:Cash
      paid for interest
              
              $
              342,271
              
              
              $
              241,030Noncash
      investing and financing activities:Prepaid
      insurance premiums financed by a loan
              
              
              69,514
              
              
              
              -Extinguishment
      of 10% promissory notes to common stock
              
              
              771,316
              
              
              
              -Extinguishment
      of 1% promissory notes to common stock
              
              
              115,000
              
              
              
              -Common
      stock issued to placement agent for note conversion
              
              
              13,356
              
              
              
              -Extinguishment
      of promissory notes and issuance of Series A Convertible Preferred
      Stock
              
              
              3,154,063
              
              
              
              -Payment
      of accrued interest with Series A Convertible Preferred
    Stock
              
              
              425,161
              
              
              
              -Common
      stock subscriptions receivable
              
              
              305,000
              
              
              
              -Deemed
      dividend related to beneficial conversion feature on Series A
      Convertible Preferred Stock
              
              
              1,812,820
              
              
              
              -See
      accompanying Notes to Consolidated Financial Statements




6




ANTS
SOFTWARE INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
 1.
Restatement
 
 The
Company has restated its consolidated financial statements for the nine months
ended September 30, 2008 to correct errors in such consolidated financial
statements.
 
 The
restatement of the Company’s consolidated financial statements is based upon a
review of the accounting treatment of certain transactions entered into by the
Company with certain investors in 2006 and 2007. During this review, the Company
discovered that it had incorrectly applied a restriction discount to the market
value of its Common Stock based on a long history of selling restricted Common
Stock to a group of investors.  The discounted stock price was then
used in the allocation of proceeds between debt and equity for units of
convertible promissory notes and restricted common shares that were sold to
investors in late 2006 and early 2007. The discounted stock price was also used
to determine if there was a beneficial conversion related to the convertible
promissory notes. The same methodology was used in late 2007 when the Company
issued convertible promissory notes along with Common Stock
warrants.
 
 The
following tables present the effects of the restatement adjustments on the
Company’s balance sheet as of September 30, 2008, its statements of operations
for the three and nine months ended September 30, 2008 and its cash flows for
the nine months ended September 30, 2008.




7





ANTS
SOFTWARE INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 1.
Restatement (Continued)
 
 RESTATED
      UNAUDITED BALANCE SHEETSeptember
      30, 2008ASSETS
              
              As
      Previously Reported
              
              
              Adjustments
              
              
              
              As
      RestatedCurrent
      assets:Cash
      and cash equivalents
              
              $
              2,329,453
              
              
              $
              -
              
              
              
              $
              2,329,453Accounts
      receivable
              
              
              606,988
              
              
              
              -
              
              
              
              
              606,988Notes
      receivable from customer
              
              
              2,500,000
              
              
              
              -
              
              
              
              
              2,500,000Restricted
      cash
              
              
              125,000
              
              
              
              -
              
              
              
              
              125,000Current
      portion of prepaid debt issuance cost
              
              
              93,672
              
              
              
              (93,672
              )
              (a)
              
              
              -Prepaid
      expenses and other current assets
              
              
              218,528
              
              
              
              -
              
              
              
              
              218,528Total
      current assets
              
              
              5,873,641
              
              
              
              (93,672
              )
              
              
              
              5,779,969Long-term
      portion of debt issuance cost
              
              
              115,295
              
              
              
              (107,250
              )
              (b)
              
              
              8,045Property
      and equipment, net
              
              
              463,301
              
              
              
              -
              
              
              
              
              463,301Goodwill
              
              
              23,354,931
              
              
              
              (593,414
              )
              (g)
              
              
              22,761,517Intangible
      assets, net
              
              
              3,450,535
              
              
              
              2,292,996
              
              (g)
              
              
              5,743,531Other
      assets
              
              
              67,018
              
              
              
              -
              
              
              
              
              67,018Total
      assets
              
              $
              33,324,721
              
              
              $
              1,498,660
              
              
              
              $
              34,823,381LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable and other accrued expenses
              
              $
              735,833
              
              
              $
              -
              
              
              
              $
              735,833Accrued
      bonuses and commissions payable
              
              
              47,774
              
              
              
              -
              
              
              
              
              47,774Accrued
      vacation payable
              
              
              201,260
              
              
              
              -
              
              
              
              
              201,260Line
      of credit
              
              
              100,000
              
              
              
              -
              
              
              
              
              100,000Current
      portion of convertible promissory notes, net ofpremium
      of $9,503 and discount of $-0- (restated),respectively
              
              
              259,503
              
              
              
              (259,503
              )
              (c)
              
              
              -Accrued
      interest on convertible promissory notes
              
              
              287,581
              
              
              
              -
              
              
              
              
              287,581Deferred
      revenue
              
              
              366,162
              
              
              
              -
              
              
              
              
              366,162Total
      current liabilities
              
              
              1,998,113
              
              
              
              (259,503
              )
              
              
              
              1,738,610Long-term
      liabilities:Deferred
      tax liability
              
              
              -
              
              
              
              344,000
              
              (g)
              
              
              344,000Convertible
      promissory notes, net of debt premium of $212,272 anddiscount
      of $9,304,480 (restated), respectively
              
              
              11,468,497
              
              
              
              (9,338,429
              )
              (d)
              
              
              2,130,068Total
      liabilities
              
              
              13,466,610
              
              
              
              (9,253,932
              )
              
              
              
              4,212,678Commitments
      and contingenciesStockholders’
      equity:Preferred
      stock, $0.0001 par value; 50,000,000 shares authorized,no
      shares issued and outstanding
              
              
              -
              
              
              
              -
              
              
              
              
              -Common
      stock, $0.0001 par value; 200,000,000 shares authorized;90,648,369
      shares issued and outstanding
              
              
              9,065
              
              
              
              -
              
              
              
              
              9,065Additional
      paid-in capital
              
              
              104,766,989
              
              
              
              10,856,503
              
              (e)(g)
              
              
              115,623,492Accumulated
      deficit
              
              
              (84,917,943
              )
              
              
              (103,911
              )
              (f)
              
              
              (85,021,854
              )Total
      stockholders’ equity
              
              
              19,858,111
              
              
              
              10,752,592
              
              
              
              
              30,610,703Total
      liabilities and stockholders' equity
              
              $
              33,324,721
              
              
              $
              1,498,660
              
              
              
              $
              34,823,381(a)
      - Adjustment to eliminate prepaid debt issuance costs related to issuance
      of Convertible Promissory Notes(b)
      - Adjustment to correct prepaid debt issuance costs related to issuance of
      Convertible Promissory Notes(c)
      & (d) - Adjustment to record discount related to issuance of "J"
      Units(e)
      - Adjustment to record discount related to issuance of "J"
      Units(f)
      - Adjustment to record net impact to 2007 and 2006 Statements of
      Operations(g)
      - Adjustment to correct Inventa purchase accounting




8




ANTS
SOFTWARE INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
 1.
Restatement (Continued)
 
 RESTATED
      UNAUDITED STATEMENT OF OPERATIONSFor
      the Three Months Ended September 30, 2008As
      Previously Reported
              
              Adjustments
              
              
              
              As
      RestatedRevenues:Products
              
              $
              -
              
              
              $
              -
              
              
              
              $
              -Services
              
              
              1,441,422
              
              
              
              -
              
              
              
              
              1,441,422Total
      revenues
              
              
              1,441,422
              
              
              
              -
              
              
              
              
              1,441,422Cost
      of revenues:Products
              
              
              -
              
              
              
              -
              
              
              
              
              -Services
              
              
              1,163,692
              
              
              
              14,419
              
              (a)
              
              
              1,178,111Gross
      profit
              
              
              277,730
              
              
              
              (14,419
              )
              
              
              
              263,311Operating  expenses:Sales
      and marketing
              
              
              754,296
              
              
              
              (14,419
              )
              (a)
              
              
              739,877Research
      and development
              
              
              1,386,250
              
              
              
              -
              
              
              
              
              1,386,250General
      and administrative
              
              
              988,324
              
              
              
              (36,225
              )
              (b)
              
              
              952,099Total
      operating expenses
              
              
              3,128,870
              
              
              
              (50,644
              )
              
              
              
              3,078,226Operating
      loss
              
              
              (2,851,140
              )
              
              
              36,225
              
              
              
              
              (2,814,915
              )Other
      (expense) income:Interest
      income
              
              
              18,527
              
              
              
              -
              
              
              
              
              18,527Interest
      expense
              
              
              (262,810
              )
              
              
              (769,754
              )
              (c)
              
              
              (1,032,564
              )Total
      other (expense) income
              
              
              (244,283
              )
              
              
              (769,754
              )
              
              
              
              (1,014,037
              )Net
      loss
              
              $
              (3,095,423
              )
              
              $
              (733,529
              )
              
              
              $
              (3,828,952
              )Basic
      and diluted net lossper
      common share
              
              $
              (0.03
              )
              
              $
              (0.01
              )
              
              
              $
              (0.04
              )Shares
      used in computing basic and dilutednet
      loss per share
              
              
              90,648,369
              
              
              
              90,648,369
              
              
              
              
              90,648,369(a)—Adjustment
      to reclassify warrant amortization costs related to sales to a major
      customer(b)—
      Adjustment to reverse amortization of Prepaid Debt Issuance
      Costs(c)—
      Adjustment to correct the treatment of the extinguishedConvertible
      Promissory Notes




9





ANTS
SOFTWARE INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)


1.
Restatement (Continued)
 
 RESTATED
      UNAUDITED STATEMENT OF OPERATIONSFor
      the Nine Months Ended September 30, 2008As
      Previously Reported
              
              Adjustments
              
              
              
              As
      RestatedRevenues:Products
              
              $
              4,904,165
              
              
              $
              -
              
              
              
              $
              4,904,165Services
              
              
              1,992,180
              
              
              
              -
              
              
              
              
              1,992,180Total
      revenues
              
              
              6,896,345
              
              
              
              -
              
              
              
              
              6,896,345Cost
      of revenues:Products
              
              
              511,993
              
              
              
              
              
              
              
              
              511,993Services
              
              
              1,523,424
              
              
              
              73,257
              
              (a)
              
              
              1,596,681Gross
      profit
              
              
              4,860,928
              
              
              
              (73,257
              )
              
              
              
              4,787,671Operating  expenses:Sales
      and marketing
              
              
              1,840,163
              
              
              
              (73,257
              )
              (a)
              
              
              1,766,906Research
      and development
              
              
              5,774,756
              
              
              
              -
              
              
              
              
              5,774,756General
      and administrative
              
              
              3,648,838
              
              
              
              (248,200
              )
              (b)
              
              
              3,400,638Total
      operating expenses
              
              
              11,263,757
              
              
              
              (321,457
              )
              
              
              
              10,942,300Operating
      loss
              
              
              (6,402,829
              )
              
              
              248,200
              
              
              
              
              (6,154,629
              )Other
      (expense) income:Interest
      income
              
              
              66,163
              
              
              
              -
              
              
              
              
              66,163Loss
      on extinguishment
              
              
              (2,238,206
              )
              
              
              2,188,266
              
              (c)
              
              
              (49,940
              )Interest
      expense
              
              
              (1,378,112
              )
              
              
              (1,204,306
              )
              (d)
              
              
              (2,582,418
              )Total
      other (expense) income
              
              
              (3,550,155
              )
              
              
              983,960
              
              
              
              
              (2,566,195
              )Net
      loss
              
              $
              (9,952,984
              )
              
              $
              1,232,160
              
              
              
              $
              (8,720,824
              )Basic
      and diluted net lossper
      common share
              
              $
              (0.14
              )
              
              $
              0.02
              
              
              
              $
              (0.12
              )Shares
      used in computing basic and dilutednet
      loss per share
              
              
              73,549,703
              
              
              
              73,549,703
              
              
              
              
              73,549,703(a)—Adjustment
      to reclassify warrant amortization costs related to sales to a major
      customer(b)—
      Adjustment to reverse amortization of Prepaid Debt Issuance
      Costs(c)—
      Adjustment to reduce overstated expenses related to Discount
      onConvertible
      Promissory Notes(d)—
      Adjustment to correct the treatment of the extinguished Convertible
      Promissory Notes




10





ANTS
SOFTWARE INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)


1.
Restatement (Continued)
 RESTATED
      UNAUDITED STATEMENT OF CASH FLOWSFor
      the Nine Months Ended September 30, 2008As
      PreviouslyReported
                    
                    
                    Adjustments
                    
                    
                    
                    As
      RestatedCash
      flows from operating activities:Net
      loss
                    
                    $
                    (9,952,984
                    )
                    
                    $
                    1,232,160
                    
                    (a)
                    
                    $
                    (8,720,824
                    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
                    
                    
                    539,034
                    
                    
                    
                    -
                    
                    
                    
                    
                    539,034Interest
      expense related to convertible promissory note issuance
                    
                    
                    750,000
                    
                    
                    
                    (750,000
                    )
                    (b)
                    
                    
                    -Amortization
      of accrued rent, net of cash payments
                    
                    
                    3,772
                    
                    
                    
                    -
                    
                    
                    
                    
                    3,772Amortization
      of warrant issued to customer
                    
                    
                    57,674
                    
                    
                    
                    -
                    
                    
                    
                    
                    57,674Amortization
      of premium and discount on notes payable
                    
                    
                    (161,603
                    )
                    
                    
                    1,867,825
                    
                    (c)
                    
                    
                    1,706,222Amortization
      of debt issuance costs
                    
                    
                    237,194
                    
                    
                    
                    (161,269
                    )
                    (d)
                    
                    
                    75,925Stock-based
      compensation expense
                    
                    
                    2,807,589
                    
                    
                    
                    -
                    
                    
                    
                    
                    2,807,589Loss
      on extinguishment of convertible promissory notes
                    
                    
                    2,238,206
                    
                    
                    
                    (2,188,716
                    )
                    (e)
                    
                    
                    49,490Changes
      in operating assets and liabilities:Accounts
      receivable
                    
                    
                    136,102
                    
                    
                    
                    -
                    
                    
                    
                    
                    136,102Restricted
      cash
                    
                    
                    67,574
                    
                    
                    
                    -
                    
                    
                    
                    
                    67,574Prepaid
      expenses and other current assets
                    
                    
                    1,787
                    
                    
                    
                    -
                    
                    
                    
                    
                    1,787Notes
      receivable from customer
                    
                    
                    (2,500,000
                    )
                    
                    
                    -
                    
                    
                    
                    
                    (2,500,000
                    )Accounts
      payable and other accrued expenses
                    
                    
                    (324,444
                    )
                    
                    
                    -
                    
                    
                    
                    
                    (324,444
                    )Accrued
      bonuses and commissions payable
                    
                    
                    (95,976
                    )
                    
                    
                    -
                    
                    
                    
                    
                    (95,976
                    )Accrued
      vacation payable
                    
                    
                    111,942
                    
                    
                    
                    -
                    
                    
                    
                    
                    111,942Accrued
      interest on convertible promissory notes
                    
                    
                    78,801
                    
                    
                    
                    -
                    
                    
                    
                    
                    78,801Deferred
      revenue
                    
                    
                    (211,843
                    )
                    
                    
                    -
                    
                    
                    
                    
                    (211,843
                    )Net
      cash used in operating activities
                    
                    
                    (6,217,175
                    )
                    
                    
                    -
                    
                    
                    
                    
                    (6,217,175
                    )Cash
      flows from investing activities:Purchases
      of property and other assets
                    
                    
                    (92,101
                    )
                    
                    
                    -
                    
                    
                    
                    
                    (92,101
                    )Acquisition
      of Inventa, net of cash acquired
                    
                    
                    (3,047,444
                    )
                    
                    
                    -
                    
                    
                    
                    
                    (3,047,444
                    )Net
      cash used in investing activities
                    
                    
                    (3,139,545
                    )
                    
                    
                    -
                    
                    
                    
                    
                    (3,139,545
                    )Cash
      flows from financing activities:Proceeds
      from private placements - equity, net of cash commissions
                    
                    
                    7,247,800
                    
                    
                    
                    -
                    
                    
                    
                    
                    7,247,800Proceeds
      from exercise of options
                    
                    
                    32,679
                    
                    
                    
                    -
                    
                    
                    
                    
                    32,679Principle
      payments on line of credit
                    
                    
                    (75,000
                    )
                    
                    
                    -
                    
                    
                    
                    
                    (75,000
                    )Net
      cash provided by financing activities
                    
                    
                    7,205,479
                    
                    
                    
                    -
                    
                    
                    
                    
                    7,205,479Net
      decrease in cash and cash equivalents
                    
                    
                    (2,151,241
                    )
                    
                    
                    -
                    
                    
                    
                    
                    (2,151,241
                    )Cash
      and cash equivalents at beginning of period
                    
                    
                    4,480,694
                    
                    
                    
                    -
                    
                    
                    
                    
                    4,480,694Cash
      and cash equivalents at end of period
                    
                    $
                    2,329,453
                    
                    
                    $
                    -
                    
                    
                    
                    $
                    2,329,453


(a)—  Adjustment
      to record net impact to the Statement of Operations(b)—  Adjustment
      to correct treatment of discount on note issuance(c)—  Adjustment
      to record the amortization of Discount on Convertible Promissory
      Notes(d)—  Adjustment
      to record the reversal of amortization of Debt Issuance
    Costs(e)—  Adjustment
      to correct the accounting for the extinguishment of debt




11




ANTS
SOFTWARE INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 2.    Summary
of Significant Accounting Policies
 
 Basis
of Presentation and Continuation as a Going Concern
 
 The
accompanying unaudited consolidated financial statements are presented in
accordance with the requirements for Form 10-Q and contemplate continuation of
ANTs software inc. (the “Company”) as a going concern.  However, the
Company has suffered recurring losses from operations and has both a working and
net capital deficiency that raises substantial doubt about the Company’s ability
to continue as a going concern.  The Company has had minimal revenues
since inception, incurred losses from operations since its inception and has a
net accumulated deficit during its years of operations totaling $110,811,253, as
of September 30, 2009. The Company’s ability to continue as a going concern is
dependent upon management’s ability to generate profitable operations in the
future and/or obtain the necessary financing to meet obligations and repay
liabilities arising from normal business operations when they come due. If
further financing is not obtained, the Company may not have enough operating
funds to continue to operate as a going concern. Securing additional sources of
financing to enable the Company to continue the development and
commercialization of proprietary technologies will be difficult and there is no
assurance of our ability to secure such financing. A failure to obtain
additional financing could prevent the Company from making expenditures that are
needed to pay current obligations, allow the hiring of additional development
personnel and continue development of our product and technology. The Company is
actively in the process of seeking additional capital through private placements
of equity and/or debt. At current cash levels, management believes it has
sufficient funds to operate through the first quarter of 2010. Should additional
financing not be obtained, the Company will not be able to execute its business
plan and the recoverability of its intangible assets may become impaired.
Management’s plans, if successful, will mitigate the factors that raise
substantial doubt about the ability to continue as a going concern.
 
 The
accompanying unaudited consolidated financial statements of the Company have
been prepared in accordance with U.S. generally accepted accounting principles
(“U.S. GAAP”) for interim financial information and with the instructions to
Form 10-Q. Accordingly, they do not include all of the information and footnotes
required for annual financial statements and therefore should be read in
conjunction with the Company’s Annual Report on Form 10-K for the year ended
December 31, 2008. The December 31, 2008 consolidated balance sheet was derived
from audited consolidated financial statements filed with our 10-K as of
December 31, 2008 and therefore may not include all disclosures required for
annual consolidated financial statements.
 
 There have
been no significant changes in the Company’s significant accounting policies
during the nine months ended September 30, 2009 as compared to the significant
accounting policies described in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2008. The information furnished reflects all
adjustments (all of which were of a normal recurring nature), which, in the
opinion of management, are necessary to make the consolidated financial
statements not misleading and to fairly present the financial position, results
of operations, and cash flows on a consistent basis. Operating results for the
nine months ended September 30, 2009 and 2008 (restated) are not necessarily
indicative of the results that may be expected in the future.
 
 Principles
of Consolidation
 
 The
consolidated financial statements include the accounts of ANTs software inc. and
its wholly-owned subsidiary, Inventa Technologies, Inc. (“Inventa”) from May 30,
2008, the date of acquisition (collectively referred to as the
“Company”).  All significant intercompany transactions and accounts
have been eliminated.
 
 Reclassification
 
 Certain
amounts in the prior period financial statements have been reclassified to
conform to the current period presentation.
  12




ANTS
SOFTWARE INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 2.    Summary
of Significant Accounting Policies (Continued)
 
 Use
of Estimates
 
 The
preparation of the consolidated financial statements in accordance with U.S.
GAAP requires management to make estimates and assumptions that affect reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates. The significant estimates made by
management include allowance for doubtful accounts receivable, recoverability of
long-lived and intangible assets, the fair value of the warrants and debt issued
in conjunction with the issuance of the promissory notes, the fair value of the
warrants extended and the Series A Convertible Preferred Stock ("Series A")
issued in conjunction with the extinguishment of promissory notes and
assumptions incorporated in determining stock-based compensation.
 
 Goodwill
and Intangible Assets
 
 Goodwill
is tested for impairment on an annual basis as of December 31, or whenever
impairment indicators arise.  The Company utilizes one reporting unit
in evaluating goodwill for impairment and assesses the estimated fair value of
the reporting unit based on discounted future cash flows.  If the
carrying value of the reporting unit exceeds the fair value of the reporting
unit, further analysis will take place to determine whether or not the Company
should recognize an impairment charge.
 
 The
Company evaluates the recoverability of intangible assets periodically and takes
into account events or circumstances that warrant revised estimates of useful
lives or that indicate that an impairment may exist.  All of our
intangible assets are subject to amortization.  Intangible assets
include proprietary technology, amortized on a straight line basis over a 5-year
period; customer relationships, amortized on a straight-line basis over a
10-year period; and a trade name, which has an indefinite useful life and is not
being amortized.
 
 Long-Lived
Assets
 
 Long-lived
assets such as property and equipment are evaluated for impairment when events
or changes in circumstances indicate that the carrying amount of the assets may
not be recoverable.  When the indicators of impairment are present and
the estimated undiscounted future cash flows from the use of these assets is
less than the assets’ carrying value, the related assets will be written down to
fair value.
 
 Income Taxes
 
 Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the consolidated financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets, including tax loss and credit carryforwards, and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. Deferred income tax expense represents the change during the
period in the deferred tax assets and deferred tax liabilities. The components
of the deferred tax assets and liabilities are individually classified as
current and non-current based on their characteristics. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized.
 
 The income
tax benefits generated in the three and nine months ended September 30, 2009 and
2008 (restated) as a result of the Company’s net losses have been fully offset
by recording a valuation allowance in each period.
 13




ANTS
SOFTWARE INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 2.    Summary
of Significant Accounting Policies (Continued)
 
 Revenue
Recognition
 
 Revenues
consist of product revenues representing sales of customized platforms using our
intellectual property, licenses and royalties and services revenues representing
managed and professional services fees for maintenance and support services.
Maintenance and support revenue is deferred and recognized over the related
contract period, generally twelve months, beginning with customer acceptance of
the product.
 
 The
Company uses the residual method to recognize revenue when a license agreement
includes one or more elements to be delivered at a future date. If there is an
undelivered element under the license arrangement, the Company will defer
revenue based on vendor-specific objective evidence (“VSOE”) of the fair value
of the undelivered element, as determined by the price charged when the element
is sold separately.  If the VSOE of fair value does not exist for all
undelivered elements, the Company defers all revenue until sufficient evidence
exists or all elements have been delivered. Under the residual method, discounts
are allocated only to the delivered elements in a multiple element arrangement
with any undelivered elements being deferred based on VSOE of fair values of
such undelivered elements. Revenue from software license arrangements, which
comprise prepaid license and maintenance and support fees, is recognized when
all of the following criteria are met:
 
 ·
                Persuasive
      evidence of an arrangement exists;
 ·
                Delivery
      has occurred and there are no future deliverables except Post-contract
      Customer Support;
 ·
                The
      fee is fixed and determinable.  If the Company cannot conclude
      that a fee is fixed and determinable, then assuming all other criteria
      have been met, revenue is recognized as payments become due;
      and
 ·
                Collection
      is probable.
 
 Equity-Based
Compensation
 
 The
Company has two equity-based employee and director compensation plans (the ANTs
software inc. 2000 Stock Option Plan and the ANTs software inc. 2008 Stock
Plan). The Company recognizes compensation expense for stock option awards on a
straight-line basis over the requisite service period of the award, generally
three years; however, the Company has also issued stock options with
performance-based vesting criteria.
 
 All
equity-based awards to nonemployees are accounted for at their fair value. The
Company has recorded the fair value of each stock option issued to non-employees
as determined at the date of grant using the Black-Scholes option pricing
model.
 
 Fair
Value of Financial Instruments
 
 The
Company’s carrying amount reported in the consolidated balance sheet for cash
and cash equivalents, accounts receivable, and accounts payable approximates
fair value due to the immediate or short-term maturity of these financial
instruments. The carrying values of the convertible promissory notes approximate
their fair values. To determine the fair value of the convertible promissory
notes, the Company estimated the fair value by first determining the Company’s
effective borrowing rate (see Note 6). The effective borrowing rate was
estimated by considering the Company’s high credit risk and high risk of
nonperformance. The Company then evaluated the present value of the future cash
flows for convertible promissory notes.
  14




ANTS
SOFTWARE INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  2.    Summary
of Significant Accounting Policies (Continued)
 
 Accounting
Changes
 
 The
Financial Accounting Standards Board (“FASB”) issued the Accounting Standards
Codification (“ASC”) effective for financial statements issued for interim and
annual periods ending after September 15, 2009. The ASC is an aggregation of
previously issued authoritative U.S. GAAP in one comprehensive set of guidance
organized by subject area. Subsequent revisions to U.S. GAAP will be
incorporated into the ASC through Accounting Standards Updates
(“ASU”).
 
 The
Company adopted ASC 820, "Fair
Value Measurements and Disclosures", in two steps; effective January 1,
2008, the Company adopted it for all financial instruments and non-financial
instruments accounted for at fair value on a recurring basis and effective
January 1, 2009, for all non-financial instruments accounted for at fair value
on a non-recurring basis. This guidance establishes a new framework for
measuring fair value and expands related disclosures. This framework does not
require any new fair value measurements, but provides guidance on how to measure
fair value by providing a fair value hierarchy used to classify the source of
the information. Adoption of this guidance did not have a significant impact on
our accounting for financial instruments. Effective April 1, 2009, the FASB
amended ASC 820 in relation to determining fair value when the volume and level
of activity for an asset or liability have significantly decreased and
identifying transactions that are not orderly. Adoption of this amendment did
not have a significant effect on our consolidated financial
statements.
 
 In
August 2009, the FASB issued ASU No. 2009-05, “Fair Value Measurements
and Disclosures”. ASU No. 2009-05 amends Topic 820 of the ASC by providing
additional guidance clarifying the measurement of liabilities at fair
value.  The amendments did not have a significant effect on our
consolidated financial statements.
  In
May 2008, the FASB issued ASC 470, an accounting standard related to
convertible debt instruments which may be settled in cash upon conversion
(including partial cash settlement). ASC 470 requires the issuing entity of such
instruments to separately account for the liability and equity components to
represent the issuing entity’s nonconvertible debt borrowing interest rate when
interest charges are recognized in subsequent periods. The provisions of ASC 470
must be applied retrospectively for all periods presented even if the instrument
has matured, has been extinguished, or has been converted as of the effective
date. The application of ASC 470 did not have a material impact on the
consolidated financial statements.
 
 In June
2008, the FASB issued accounting guidance related to determining whether
instruments granted in share-based payment transactions are participating
securities found within ASC 260, “Earnings Per Share.” This
guidance states that unvested share-based payment awards that contain
non-forfeitable rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and shall be included in the computation of
earnings per share pursuant to the two-class method. This guidance is effective
for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those years. The Company
adopted the guidance effective January 1, 2009. The implementation of this
standard did not have a material impact on the consolidated financial
statements.
 
 In
September 2009, the FASB issued ASU No. 2009-06, “Income Taxes (Topic 740) –
Implementation Guidance on Accounting for Uncertainty in Income Taxes and
Disclosure – Amendments for Nonpublic Entities” (“ASU 2009-06”).  ASU
2009-06 provides additional implementation guidance on accounting for
uncertainty in income taxes and eliminates disclosure required by paragraph
740-10-50-15(a) through (b) for nonpublic entities.  The Company
adopted ASU2009-06 during the quarter
ended September 30, 2009. The adoption ofASU2009-06 had no impact on the Company’s financial position or
results of operations as of or for the three and nine months ended September 30,
2009.
 
 In
September 2009, the FASB ratified ASU No. 2009-13
(previously Emerging Issues Task Force Issue No. 08-1, Revenue Arrangements
with Multiple Deliverables (“EITF 08-1”)) (“ASU 2009-13”). ASU2009-13 addresses criteria for separating the consideration in
multiple-element arrangements. ASU2009-13 will require
companies to allocate the overall consideration to each deliverable by using a
best estimate of the selling price of individual deliverables in the arrangement
in the absence of vendor-specific objective evidence or other third-party
evidence of the selling price. ASU2009-13 will be
effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010 and early adoption
will be permitted. The Company is currently evaluating the potential impact, if
any, of the adoption of ASU2009-13 on its consolidated
financial statements.
 
 In October
2009, the FASB issued ASU No. 2009-14, “Certain Revenue Arrangements that
Include Software Elements” (ASU 2009-14”). ASU 2009-14 modifies the scope of the
software revenue recognition guidance to exclude (a) non-software components of
tangible products and (b) software components of tangible products that are
sold, licensed, or leased with tangible products when the software components
and non-software components of the tangible product function together to deliver
the tangible product’s functionality. ASU 2009-14 is effective prospectively for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010, unless the election is made to adopt ASU
2009-14 retrospectively. In either case, early adoption is permitted. The
Company is currently evaluating the impact, if any, that the adoption of ASU
2009-14 will have on its consolidated financial
statements.
 15




ANTS
SOFTWARE INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  3.   Basic
and Diluted Net Loss per Common Share
 
 Basic net
loss per common share is calculated using the weighted-average number of common
shares outstanding during the period. Diluted net loss per share is computed
using the weighted-average number of common and dilutive common equivalent
shares outstanding during the period. Net loss applicable to common shareholders
is adjusted to take into effect a deemed dividend related to a beneficial
conversion feature on Series A Convertible Preferred Stock in the amount of
$1,812,820 for the three and nine months ended September 30, 2009.
 
 The
following table presents the calculation of basic and diluted net loss per
common share for the three and nine months ending September 30, 2009 and 2008
(restated), respectively. At September 30, 2009 and 2008, the Company had
9,957,289 and 11,118,630 antidilutive shares of Common Stock related to stock
options, respectively. At September 30, 2009 and 2008, the Company had 2,600,000
and 12,106,115 antidilutive shares of Common Stock related to convertible
promissory notes. At September 30, 2009 and 2008, warrants for the purchase of
11,990,440 and 11,765,440 shares of Common Stock, respectively, at prices
ranging from $0.01 to $2.31 per share were antidilutive. At September 30, 2009
and 2008, the Company had 26,223,963 and no antidilutive shares of Common Stock
related to convertible Preferred Stock, respectively.  These
antidilutive instruments are not included in the calculation of basic and
diluted net loss per common share.
 
 Loss
      applicable to
                
                
                
                
                
                Loss
      perCommon Shares
                
                
                Common
      Shares
                
                
                Common(Numerator)
                
                
                (Denominator)
                
                
                ShareThree
      months ended September 30, 2009Basic
      and diluted net loss per share
                
                $
                (15,868,592
                )
                
                
                95,616,762
                
                
                $
                (0.17
                )Three
      months ended September 30, 2008 (restated)Basic
      and diluted net loss per share
                
                $
                (3,828,952
                )
                
                
                90,648,369
                
                
                $
                (0.04
                )Nine
      months ended September 30, 2009Basic
      and diluted net loss per share
                
                $
                (22,881,639
                )
                
                
                92,947,071
                
                
                $
                (0.25
                )Nine
      months ended September 30, 2008 (restated)Basic
      and diluted net loss per share
                
                $
                (8,720,824
                )
                
                
                73,549,703
                
                
                $
                (0.12
                )
 
 4.  Accounts
Payable and Other Accrued Expenses
 
 At
September 30, 2009 and December 31, 2008, accounts payable and other accrued
expenses consisted of the following:
 
 September
      30,
                
                
                December
      31,2009
                
                
                2008(unaudited)Trade
      payables and other
                
                $
                1,497,546
                
                
                $
                900,176Accrued
      bonuses and commissions payable
                
                
                50,976
                
                
                
                180,111Accrued
      vacation payable
                
                
                200,722
                
                
                
                77,175Accrued
      interest on convertible promissory notes
                
                
                150,000
                
                
                
                287,581Total
                
                $
                1,899,244
                
                
                $
                1,445,043
 
 16




ANTS
SOFTWARE INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  5.  Deferred Revenue
 
 Deferred
revenue is comprised of license fees and annual maintenance and support fees.
License fees are recognized upon customer acceptance of the product. Annual
maintenance and support fees are amortized ratably into revenue in the
statements of operations over the life of the contract, which is generally a
12-month period beginning with customer acceptance of the product.
 
 Deferred
revenue activity was as follows:
 
 Three
      Months Ended
                
                
                Three
      Months EndedSeptember
      30, 2009
                
                
                September
      30, 2008Beginning
      of the period
                
                
                
                
                $
                326,507
                
                
                
                
                
                $
                253,823Invoiced
      current period
                
                
                
                
                
                664,879
                
                
                
                
                
                
                904,777Deferred
      revenue recognized from prior periods
                
                
                (275,745
                )
                
                
                
                
                
                
                (392,168
                )Invoiced
      and recognized current period
                
                
                (183,268
                )
                
                
                
                
                
                
                (400,270
                )Total
      revenue recognized current period
                
                
                
                
                
                
                (459,013
                )
                
                
                
                
                
                
                (792,438
                )End
      of the period
                
                
                
                
                
                $
                532,373
                
                
                
                
                
                
                $
                366,162Nine
      Months Ended
                
                
                Nine
      Months EndedSeptember
      30, 2009
                
                
                September
      30, 2008Beginning
      of the period
                
                
                
                
                
                $
                487,121
                
                
                
                
                
                
                $
                48,818Invoiced
      current period
                
                
                
                
                
                
                1,597,626
                
                
                
                
                
                
                
                2,041,074Deferred
      revenue recognized from prior periods
                
                
                (487,121
                )
                
                
                
                
                
                
                (48,818
                )Invoiced
      and recognized current period
                
                
                (1,065,253
                )
                
                
                
                
                
                
                (1,674,912
                )Total
      revenue recognized current period
                
                
                
                
                
                
                (1,552,374
                )
                
                
                
                
                
                
                (1,723,730
                )End
      of the period
                
                
                
                
                
                $
                532,373
                
                
                
                
                
                
                $
                366,162
 
 6.   Debt
 
 As of
September 30, 2009, the outstanding balance of the Convertible Promissory Notes
was $1,200,000. This is comprised of notes with a face amount of $2,200,000 less
unamortized debt discount of $1,000,000.
 
 Debt
discount and other issuance costs associated with the Convertible Promissory
Notes are amortized to interest expense over the remaining life of the
Convertible Promissory Notes using the effective interest method. Upon
conversion of Convertible Promissory Notes into Common Stock, unamortized costs
relating to the notes converted are charged to interest expense. Total charges
to interest expense for debt discount and other issuance costs were $208,852 and
$740,325 (restated) for the three months ended September 30, 2009 and 2008,
respectively. Total charges to interest expense for debt discount and other
issuance costs were $1,868,046 and $1,793,154 (restated) for the nine months
ended September 30, 2009 and 2008, respectively. During the second quarter of
2009, Convertible Promissory Notes totaling $50,000 were repaid with cash by the
Company.
  17




ANTS
SOFTWARE INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  6.   Debt
(Continued)
 
 During the
quarter ended September 30, 2009, the Company entered into agreements with
certain Promissory Note holders to convert their notes into newly designated
Series A Convertible Preferred Stock as of July 1, 2009. The total aggregate
principal amount owed under the notes totaling $8,503,226, plus accrued and
unpaid interest through the date of the conversion totaling $425,161, was
converted into 8,928,387 shares of Preferred Stock. Each share of Preferred
Stock is convertible into approximately 2.86 shares of Common Stock. In addition
to the note conversion, three outstanding Common Stock Warrants held by one of
the Promissory Note holders for the purchase of an aggregate amount of 3,002,150
shares of Common Stock, at a price of $0.80 per share, had been extended for one
year. The Company accounted for this transaction as a loss on extinguishment.
The Company recorded a loss on the transaction totaling $11,783,547, which
is derived from the sum of the fair value of the Preferred Stock issued
($14,455,484), the additional fair value given in conjunction with the extension
of the expiration date of the Common Stock Warrants ($184,513), and the
additional fair value given in conjunction with the payment of the accrued
interest on the notes ($297,613) less the carrying value of the Promissory Notes
($3,154,063), which is net of a discount of $5,349,163.  See Note 10
related to the portion of this transaction that was with a related party,
Constantin Zdarsky. The fair value of the Preferred Stock was determined to be
$1.70 per share on July 1, 2009 based on an independent valuation. The fair
value of the Preferred Stock was estimated using the Black-Scholes /
Noreen-Wolfson Option Pricing Methodology with the following assumptions:
dividend yield of 0%, risk-free interest rate of 1.0%, an expected life of three
and five years and expected stock price volatility of 1.0 and 1.3 to correspond
with expected life assumptions. The ability of the Company to satisfy the
liquidation preference has also been considered. The additional fair value
related to the one year extension of the warrants was estimated using the
Black-Scholes model with the following assumptions: dividend yield of 0%,
expected stock price volatility of 1.09, expected life of two years and
risk-free interest rate of 1.6%.
  During the
quarter ended June 30, 2009, the Company issued two existing shareholders 1%
Convertible Promissory Notes convertible at $0.40 per share and 287,500 Common
Stock Warrants with an exercise price of $0.47 per share for total gross
proceeds of $115,000, when the closing stock price was $0.47 per share. The
relative fair value of the warrants issued in conjunction with these notes
created debt discount totaling $78,693. The fair value of the warrants was
estimated using the Black-Scholes model with the following assumptions: dividend
yield of 0%, expected stock price volatility of 0.982, risk-free interest rate
of 1.39%, and an expected life of three years. In conjunction with the issuance
of these 1% Convertible Promissory Notes, the Company also recorded the
intrinsic value of the related beneficial conversion feature of $20,125 to
Additional Paid-in Capital. Immediately after issuance, the two 1% Convertible
Promissory Notes were converted into 287,500 shares of Common Stock at $0.40 per
share.
 
 During the
quarter ended June 30, 2009, the Company reduced the conversion price of a
$125,000, 10% Convertible Promissory Notes from $1.20 to $0.60 and reduced the
conversion price of three 10% Convertible Promissory Notes totaling $625,000
from $0.80 to $0.40 to induce conversion of the notes into Common Stock. The
other terms of the Notes remained unchanged. Immediately after the reduction in
the conversion price, the 10% Convertible Promissory Note totaling $125,000 was
converted into 208,333 Common Shares at $0.60 per share and the three 10%
Convertible Promissory Notes totaling $625,000 were converted into 1,562,500
Common Shares at $0.40 per share. The Company recorded the fair value of the
additional 885,417 shares of Common Stock issued due to the reduced conversion
price and recorded a loss on the extinguishment of the convertible promissory
notes totaling $495,833, which is equal to the fair value of the additional
shares of Common Stock transferred resulting from the inducement. This amount
was based on the closing price of the stock on the date of conversion of $0.56
per share. In conjunction with the conversion, the Company issued 23,850 shares
of Common Stock, with a fair value of $0.56 per share, to the placement agent as
a commission per the original agreement.
  18





ANTS
SOFTWARE INC.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)




6.   Debt
(Continued)
 
 During the
quarter ended March 31, 2009, the due date of a $200,000 Convertible Promissory
Note was extended from March 20, 2009 to the earlier of August 20, 2009 or the
receipt of $2,000,000 in financing. The Company also agreed to issue 5,000
shares of the Company’s Common Stock for each month or fraction thereof during
which the note is outstanding, with no other terms being modified. This
extension was not considered a significant modification of the debt. The holder
of the note also agreed to accept shares of the Company’s stock in consideration
for interest payments. For the nine months ended September 30, 2009, the Company
recorded $32,802 to Additional Paid-in Capital relating to shares of Common
Stock that are issuable for the note extension and interest payments. On
September 30, 2009, this note holder subscribed to $150,000 of Common Stock and
associated Common Stock Warrants as part of a Private Placement as more fully
described in Note 8.
 
 7.Commitments and Contingencies (See
Note 11)
 
 Effective
January 6, 2009, the Company took possession of the additional space at the
facilities located in Mt. Laurel, New Jersey. Accordingly, rent increased from
$10,007 per month to $16,299 per month or approximately $196,000 per
year.  The amendment also restates the end of the lease commitment to
be seven years from the date of the Certificate of Occupancy for the additional
space, or January 6, 2016.  At expiration of the amended lease, the
Company has the option to renew the terms of the lease for an additional five
years at the greater of $18,467 per month, or the increase in the consumer price
index multiplied by the rent of $16,299 per month.
 
 On July
10, 2008, Sybase, Inc. (“Sybase”), an enterprise software and services company,
filed a complaint for common law unfair business practices, and tortuous
interference with contractual relations, among other things, in the Superior
Court of the State of California, County of Alameda.  Sybase is
seeking an injunction, and damages, among other legal and equitable relief. The
Company believes that this lawsuit is without merit and intends to continue
vigorously defending itself.
 
 On August
22, 2008, a former Company employee filed a putative class action complaint for
all current and former software engineers, for failure to pay overtime wages,
and failure to provide meal breaks, among other things, in Superior Court of the
State of California, County of San Mateo.  The former employee is
seeking an injunction, damages, attorneys’ fees, and penalties. The Company
believes that this lawsuit is without merit and intends to continue vigorously
defending itself.
 
 On October
14, 2008, Bayside Plaza (“Bayside”), a partnership, filed a complaint for breach
of contract in Superior Court of the State of California, County of San Mateo.
The Company settled the complaint by paying $50,000 in May 2009 and agreeing to
pay $25,000 in each of August 2009, November 2009 and February 2010. The Company
recognized a gain on the settlement of approximately $279,000 as an offset to
rent expense, which is included in General and Administrative Expense in the
Consolidated Statement of Operations during the nine months ended September 30,
2009. As of September 30, 2009, the company had paid the first $25,000
payment.
 
 Beginning
in July 2008, the Company leased an executive apartment owned by a shareholder
who owns 500,000 shares of the Company’s Common Stock and who also holds a
Convertible Promissory note totaling $1,000,000 (undiscounted), for $2,900 per
month or $34,800 per annum.  The lease was cancelled in June 2009,
with the last payment due in August 2009.
 
 On
September 9, 2009, Ken Ruotolo, a former employee and officer of the Company,
filed a complaint for breach of contract, breach of the covenant of good faith
and fair dealing and declaratory relief, in the Superior Court of the State of
California, County of San Francisco. Mr. Ruotolo is seeking damages, attorneys’
fees and declaratory relief. The Company believes that this lawsuit is without
merit and intends to continue vigorously defending itself.  Mr.
Ruotolo’s father, Francis K. Ruotolo, is a Director of the Company.
 
 On
September 9, 2009, the Company entered into a one year lease for office space in
Alpharetta, Georgia, beginning on November 1, 2009 for 1,500 square feet of
office space for rent of $1,000 per month.




19




ANTS
SOFTWARE INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  8.   Stockholders’
Equity
 
 As of
September 30, 2009, the Company had outstanding options to purchase up to
9,957,289 shares of Common Stock at exercise prices ranging from $0.36 to $3.20
per share, of which 8,224,112 were exercisable.
 
 As of
September 30, 2009, the Company had 11,990,440 warrants outstanding to purchase
Common Stock at exercise prices ranging from $0.01 to $2.31 per share, of which
11,765,440 were exercisable.
 
 For the
three and nine months ended September 30, 2009, the Company recognized a total
of $168,811 and $694,669 in compensation expense, respectively, related to the
vesting of employee stock options and $14,782 and $32,620 in professional fees,
respectively, related to the vesting of non-employee stock options.
 
 For the
three and nine months ended September 30, 2009, the Company recognized a total
of $172,638 and $235,243 in compensation expense, respectively, related to the
vesting of Common Stock issued to employees under the 2008 Stock Plan and
$43,957 and $58,609 in professional fees, respectively, related to the vesting
of Common Stock issued to consultants under the 2008 Stock Plan.
 
 For the
three and nine months ended September 30, 2008, the Company recognized a total
of $271,278 and $2,678,599 in compensation expense, respectively, related to the
vesting and repricing of employee stock options and $33,241 and $128,990 in
professional fees, respectively, related to the vesting of non-employee stock
options and warrants.
 
 Following
is a summary of equity transactions by for the nine months ending September 2009
and 2008, respectively.
 
 Nine
months ended September 30, 2009:
 
 Issuance of Series A
Preferred Stock:
 
 On July 1,
2009, the Company issued 8,928,387 shares of Preferred Stock with a liquidation
preference of $1.00 per share as more fully described in Note 6. The Company has
designated 12,000,000 of the 50,000,000 authorized shares of Preferred Stock as
Series A Convertible Preferred Stock. The terms of the Preferred Stock allow the
holder to convert each share of Preferred Stock into approximately 2.86 shares
of Common Stock at any time. The Preferred Stock also contains anti-dilution
provisions in the case that the Company issues Common Stock or any Common Stock
equivalent at less than $0.35 per share, other than to employees, directors or
consultants, among other things. The liquidation preference of the Preferred
Stock is $1.00 per share. The holders of shares of Preferred Stock are entitled
to receive non-cumulative dividends in preference to any declaration or payment
of any dividend at the rate of $0.05 per share per annum when, as and if
declared by the Board of Directors. The holders of shares of Preferred Stock
shall have the right to one vote for each share of Common Stock into which such
Preferred Stock could then convert. No dividends have been declared as of
September 30, 2009. However, due to the fact that the Preferred Stock issued on
July 1, 2009 was convertible to Common Stock at an effective price of $0.35 per
share when the fair market value of the Common Stock was $0.42 per share, the
Company recorded the intrinsic value of this beneficial conversion feature as a
Preferred Stock Dividend totaling $1,785,677.
  20




ANTS
SOFTWARE INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  8.   Stockholders’
Equity (Continued)
 
 On
September 18, 2009, the Company entered into an agreement with Constantin
Zdarsky, an existing Common and Preferred Stockholder, and Common Stock Warrant
holder (see Note 10), in which his 3,002,150 Common Stock Warrants, which were
exercisable at $0.80 per share, were cancelled and the Company granted a new
warrant to purchase up to 1,050,752 shares of fully-vested Preferred Stock of
the Company at a per share exercise price of $1.00 and exercisable through April
30, 2010 (the “Preferred Stock Warrants”). The Company also granted a new
fully-vested Common Stock Warrant to purchase up to 7,502,151 shares of Common
Stock of the Company at a per share price of $0.40 and exercisable through
January 1, 2014.  Pursuant to the agreement, Mr. Zdarsky committed to
serially exercise his purchase right under the Preferred Stock Warrants with
respect to all 1,050,752 shares of Preferred Stock as follows: 250,000 warrants
by September 22, 2009, 250,000 warrants by December 31, 2009, 250,000 warrants
by February 28, 2010 and 300,752 warrants by April 30, 2010. On September 22,
2009, 250,000 Preferred Warrants were exercised as stipulated in the agreement.
Due to the fact that the 250,000 shares of Preferred Stock issued was
convertible to Common Stock at an effective price of $0.35 per share when the
fair market value of the Common Stock was $0.39 per share, the Company recorded
the intrinsic value of this beneficial conversion feature as a Preferred Stock
Dividend totaling $27,143. The fair value of the Preferred Stock Warrants was
estimated to be $732,927 using the Black-Scholes / Noreen-Wolfson Option Pricing
Methodology with the following assumptions: dividend yield of 0%, risk-free
interest rate of 1%, an expected life of one-half year and expected stock price
volatility of 1.0. The fair value of the 3,002,150 cancelled Common Stock
Warrants was estimated to be $451,470 using the Black-Scholes model with the
following assumptions: dividend yield of 0%, expected stock price volatility of
1.09, expected life of two years and risk-free interest rate of 1.6%. The fair
value of the new 7,502,151 Common Stock Warrants was estimated to be $2,192,919
using the Black-Scholes model with the following assumptions: dividend yield of
0%, expected stock price volatility of 1.09, expected life of 4 years and
risk-free interest rate of 2.4%. The Company recorded an increase to the par
value of the Preferred Stock and additional paid-in capital in the amount
of $250,000 for this transaction in the three and nine months ended September
30, 2009 relating to the proceeds received from issuance of Preferred
Stock.
 
 As of
September 30, 2009, the outstanding Preferred Stock was convertible into
26,223,963 shares of Common Stock and the liquidation preference totaled
$9,178,387. Preferred Stock Dividends related to the intrinsic value of the
beneficial conversion feature of the Preferred Stock totaled $1,812,820 for the
three and nine months ended September 30, 2009.
 
 Funds raised through private
offerings to accredited investors:
 
 During the
nine months ended September 30, 2009, the Company received $339,000 from
accredited investors from the sale of 847,500 shares of Common Stock, at a price
of $0.40 per share. The Company also received $550,750 in cash and recorded
$305,000 of subscriptions receivable from accredited investors for the sale of
2,444,998 shares of Common Stock, at a price of $0.35 per share and 2,444,998
Common Stock Warrants exercisable at $0.40 per share and expire on September 30,
2010. The fair value of the 2,444,998 Common Stock Warrants was estimated to be
$726,927 using the Black-Scholes model with the following assumptions: dividend
yield of 0%, expected stock price volatility of 1.09, expected life of 1 year
and risk-free interest rate of 0.4%.
 
 During the
second quarter of 2009, the Company issued two existing shareholders 1%
Convertible Promissory Notes convertible at $0.40 per share and 287,500 Common
Stock Warrants with an exercise price of $0.47 per share for total gross
proceeds of $115,000, when the closing stock price was $0.47 per share. The fair
value of the warrants issued in conjunction with these notes created debt
discount totaling $78,693. The fair value of the warrants was estimated using
the Black-Scholes model with the following assumptions: dividend yield of 0%,
expected stock price volatility of 0.982, risk-free interest rate of 1.39%, and
an expected life of three years. In conjunction with the issuance of these 1%
Convertible Promissory Notes, the Company also recorded the fair value of the
related beneficial conversion feature of $20,125 to Additional Paid-in Capital.
Immediately after issuance, the two 1% Convertible Promissory Notes were
converted into 287,500 shares of Common Stock at $0.40 per
share.
  21




ANTS
SOFTWARE INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  8.   Stockholders’
Equity (Continued)
 
 Other equity
transactions:
 
 During the
nine months ended September 30, 2009, the Company issued 1,642,895 shares of
Common Stock to employees and consultants for compensation under the 2008 Stock
Plan, all of which vest on March 31, 2010. Due to the termination of employment,
162,500 shares of unvested Common Stock were forfeited during the nine months
ended September 30, 2009. The employees and consultants are entitled to one vote
per share and any declared dividends per share as of the date of grant, March
31, 2009. No dividends have been declared as of September 30, 2009. The Company
issued the Common Stock in compensation for a reduction in cash compensation and
in an effort to increase employee ownership in the Company. The fair values of
the shares on the dates of grant were $0.36 to $0.55 based upon the closing
price of the stock on the dates of grant.
 
 During the
second quarter of 2009, the Company issued 200,000 shares of Common Stock to an
investor relations consultant per the terms of the agreement with the Company
and that was valued at $0.46 per share, of which 50,000 shares vest every three
months. In connection with this same agreement, the Company issued 300,000
Common Stock Warrants, of which 75,000 warrants vest every three months, with an
exercise price of $0.01 per share and expiring on May 1, 2012. The fair value of
the warrants was estimated to be $0.40 per warrant using the Black-Scholes model
with the following assumptions: dividend yield of 0%, expected stock price
volatility of 1.0149, risk-free interest rate of 1.64%, and an expected life of
three years.
 
 During the
second quarter of 2009, the Company reduced the conversion price of a $125,000,
10% Convertible Promissory Notes from $1.20 to $0.60 and reduced the conversion
price of three 10% Convertible Promissory Notes totaling $625,000 from $0.80 to
$0.40 to induce conversion of the notes into Common Stock. The other terms of
the Notes remained unchanged. Immediately after the reduction in the conversion
price, the 10% Convertible Promissory Note totaling $125,000 was converted into
208,333 Common Shares at $0.60 per share and the three 10% Convertible
Promissory Notes totaling $625,000 were converted into 1,562,500 Common Shares
at $0.40 per share. The Company recorded the fair value of the additional
885,417 shares of Common Stock issued due to the reduced conversion price and
recorded a loss on the conversion of the convertible promissory notes totaling
$495,833, which is equal to the fair value of the additional shares of Common
Stock transferred resulting from the inducement. This amount was based on the
closing price of the stock on the date of conversion of $0.56 per share. In
conjunction with the conversion, the Company issued 23,850 shares of Common
Stock, with a fair value of $0.56 per share, to the placement agent as a
commission per the original agreement.
 
 During the
nine months ended September 30, 2009, the Company recorded $32,802 to Additional
Paid-in Capital related to the Common Stock that is issuable as interest on the
$200,000 Convertible Promissory Note, as more fully described in Note
6.
 
 During the
three months ended September 30, 2009, the Company granted 70,000 stock options
to employees at exercise prices ranging from $0.35 to $0.41 per share with fair
values ranging from $0.23 to $0.26 per share on the date of grant. The fair
value of the options was estimated using the Black-Scholes model with the
following assumptions: dividend yield of 0%, expected stock price volatility of
1.09, risk-free interest rate of 1.56%, and an expected life of three
years.
 
 During the
quarter ended June 30, 2009, the Company granted 30,000 stock options at $0.37
per share with a fair value of $0.25 per share on the date of grant. The fair
value of the options was estimated using the Black-Scholes model with the
following assumptions: dividend yield of 0%, expected stock price volatility of
0.9859, risk-free interest rate of 1.49%, and an expected life of three
years.
 
 During the
quarter ended March 31, 2009, the Company granted 35,000 stock options at $0.35
per share with a fair value of $0.24 per share on the date of grant. The fair
value of the options was estimated using the Black-Scholes model with the
following assumptions: dividend yield of 0%, expected stock price volatility of
1.05, risk-free interest rate of 1.08%, and an expected life of three
years.
  22




ANTS
SOFTWARE INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  8.   Stockholders’
Equity (Continued)
 
 Nine
months ended September 30, 2008 (restated):
 
 Funds raised through private
offerings to accredited investors:
 
 The
Company received $7,615,000 from accredited investors for the sale of 12,691,667
shares of Common Stock, at a price of $0.60 per share and incurred commission
costs of $367,200. The Company issued 558,257 shares of Common Stock and a
warrant to purchase up to 50,166 shares at an exercise price of $0.60 in
connection with this private placement. The 558,257 shares were valued at $0.66
per share or $368,450.
 
 Other equity
transactions:
 
 On May 30,
2008, the Company acquired Inventa Technologies, Inc. for a total purchase price
of $28.8 million, which included the issuance of 20 million shares of Common
Stock valued at $1.20 per share. The Company also issued $2 million in
promissory notes to the seller, convertible into 2.5 million shares of Common
Stock. The notes had a beneficial conversion feature totaling $2,000,000, which
was allocated to Additional Paid-in Capital.
 
 On March
26 and March 31, 2008, the Board of Directors approved a repricing of certain
stock options and warrants for employees, consultants and Board members to the
then-current market price of the Company’s Common Stock. Officers and Board
members forfeited 1,193,667 vested and unvested shares in connection with the
repricing. The Company recognized $786,545 in stock compensation expense, net of
forfeitures, as a result of the repricing.
 
 During the
nine months ended September 30, 2008, a total of 47,500 shares of common stock
were issued through the exercise of stock options with original exercise prices
ranging from $0.52 to $0.81, resulting in gross proceeds of
$32,679.
 
 9.   Concentrations
 
 For the
three and nine months ended September 30, 2009, two customers accounted for 97%
(Customer A was 73% and Customer B was 24%) and 91% (Customer A was 65% and
Customer B was 26%), respectively, of total revenues. For the three and nine
months ended September 30, 2008, three customers accounted for 90% (Customer A
was 49%, Customer B was 29%, and Customer C was 12%) and three customers
accounted for 93% (Customer A was 57%, Customer B was 28%, and Customer C was
14%), respectively, of total revenues.
 
 At
September 30, 2009, one customer accounted for 77% (Customer A) of Accounts
Receivable. At December 31, 2008, two customers accounted for 73% (Customer A
34% and Customer B 39%) of Accounts Receivable.
 
 10.  Related
Party Transactions
 
 During the
nine months ended September 30, 2009, the Company paid $5,000 to a member of the
Board of Directors, as a consultant, for assistance in fundraising activities.
There were no amounts payable to this Director as of September 30,
2009.
 
 During the
quarter ended June 30, 2009, the Company paid $24,750 to an investor relations
consultant and shareholder who owns approximately 1,000,000 shares of Common
Stock and who purchased a $40,000 1% Convertible Note and 100,000 Warrants
during the three months ended June 30, 2009, as mentioned in Notes 6 and 8.
There were no amounts payable to this shareholder as of September 30,
2009.
 
 During the
nine months ended September 30, 2009, the Company paid $17,400 for an executive
apartment lease to a shareholder who owns 500,000 shares of the Company’s Common
Stock and who also holds a Convertible Promissory note totaling $1,000,000
(undiscounted), as previously mentioned in Note 7. The lease was cancelled in
June 2009, with the last payment to be made in August 2009. There was $2,900
recorded in accounts payable to this shareholder as of September 30,
2009.
  23




ANTS
SOFTWARE INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  10.  Related
Party Transactions (Continued)
 
 Mr. Tom
Holt, a member of the Company’s Board of Directors and Chairman of the Company’s
Compensation Committee, performed consulting services for the Company during the
three and nine months ended September 30, 2009 totaling $28,000. There were no
amounts payable to Mr. Holt as of September 30, 2009.
 
 On August
14, 2009, the Board of Directors elected Rick Cerwonka, President of the Inventa
(as described in Note 2 – Principals of Consolidation), as Chief Operating
Officer of the Company.
 
 During the
quarter ended September 30, 2009, the Company entered into an agreement with
Constantin Zdarsky, a holder of 10.2% of the outstanding Common Stock, a
Warrant holder and a Promissory Note holder, to convert his notes into Preferred
Stock as of July 1, 2009. The total aggregate principal amount owed under his
notes totaling $3,503,226, plus accrued and unpaid interest through the date of
the conversion totaling $175,161, was converted into 3,678,387 shares of
Preferred Stock. In addition to the note conversion, his three outstanding
Common Stock Warrants for the purchase of an aggregate amount of 3,002,150
shares of Common Stock, at a price of $0.80 per share, had been extended for one
year. As more fully described in Note 8, the also Company entered into an
agreement with Mr. Zdarsky in which his 3,002,150 Common Stock Warrants, which
were exercisable at $0.80 per share, were cancelled and the Company granted a
new warrant to purchase up to 1,050,752 fully-vested shares of Preferred Stock
of the Company at a per share exercise price of $1.00 and exercisable through
April 30, 2010. The Company also granted a new fully-vested Common Stock Warrant
to purchase up to 7,502,151 shares of Common Stock of the Company at a per share
price of $0.40 and exercisable through January 1, 2014. As of September 30,
2009, Mr. Zdarsky was a holder of 16.9% of the voting rights of the Company,
which included voting rights under his 9,745,700 Common Stock shares and
3,928,387 Preferred Stock shares.
 
 11.  Subsequent
Events
 
 The
Company evaluated events occurring between the end of the most recent quarter
ended September 30, 2009 and November 23, 2009, the date the consolidated
financial statements were issued.
 
 During
October 2009, the Company received the entire balance of the stock subscription
receivable totaling $305,000 that was due as of September 30, 2009.
 
 The
Company issued 3,885,082 shares of Common Stock at $0.35 per share and 3,885,082
Common Stock Warrants, exercisable at $0.40 per share for a period of one year,
for total gross proceeds of $1,359,779 as part of a private placement. Five
members of the Board of Directors invested $64,997 as part of this private
placement for a total of 185,707 Common Shares and 185,707 Common Stock
Warrants.
 
 On October
21, the Company entered into an debt cancellation and exchange agreement with
the holder of the $200,000 promissory note, as more fully described in Note 6,
whereby the Company paid the note holder $50,000 in cash, issued 57,548 Common
Shares due for interest, and offset the holder’s stock subscription receivable
of $150,000.
  On
November 20, 2009, the Company received a demand letter for the payment of
$150,000 of interest due on the two outstanding Promissory Notes with a
principal balance of $2,000,000. On November 23, 2009, the Company satisfied the
demand by payment of the interest due.
 
 On
November 20, 2009 the Company was notified by email that a complaint for breach
of contract and fraud in the inducement had been filed against it in United
States Federal Court for the District of New Jersey by Robert T. Healy. The
Company has not been served an endorsed as filed copy of the complaint and is
still evaluating the claims made in the copy of the complaint delivered by email
message.
  24




ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
 The
following information should be read in conjunction with the financial
statements and notes thereto in Part 1 Item 1, Financial Statements for this
Quarterly Report on Form 10-Q and with Item 7, Management’s Discussion and
Analysis of Financial Condition and Results of Operations, in our Annual Report
on Form 10-K for the year ended December 31, 2008.
 
 Certain
statements contained in this Form 10-Q constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934, as amended.  Such
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 we will have adequate financial resources to fund the
development and operation of our business, that there will be no material
adverse change in our operations or business, that we will meet success in
marketing and selling our products, and that we will be able to continue to
attract and retain skilled employees necessary for our business, among other
things. The foregoing assumptions are based on judgments with respect to, among
other things, information available to our future economic, competitive and
market conditions and future business decisions. All of these assumptions are
difficult or impossible to predict accurately and many are beyond our control.
Accordingly, although we believe 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 risks
presented by our business and operations, which could cause our financial
performance to vary markedly from prior results, or results contemplated by the
forward-looking statements. Such risks include failure of our technology or
products to work as anticipated, failure to develop commercially viable products
or services from our technology, delays or failure in financing efforts, delays
in or lack of market acceptance, failure to recruit adequate personnel, and
problems with protection of intellectual property, among others. The words
“believe,” “estimate,” “expect,” “intend,” “anticipate” “should”, “could”,
“may”, “plan” and similar expressions and variations thereof identify some of
these 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 us to
alter our capital investment and other expenditures, which may also adversely
affect our results of operations. In light of significant uncertainties inherent
in forward-looking information included in this Quarterly Report on Form 10-Q,
the inclusion of such information should not be regarded as a representation by
us that our objectives or plans will be achieved. We undertake no obligation to
revise or publicly release the results of any revision to these forward-looking
statements.
 
 Restatement
 
 The
Company has restated its consolidated financial statements for the three and
nine months ended September 30, 2008 to correct errors in such consolidated
financial statements.
 
 The
restatement of our financial statements is based upon a review of the accounting
treatment of certain transactions entered into by the Company with certain
investors in 2006 and 2007. During this review, we discovered that the Company
had incorrectly applied a restriction discount to the market value of its Common
Stock based on a long history of selling restricted Common Stock to a group of
investors.  The discounted stock price was then used in the allocation
of proceeds between debt and equity for units of convertible promissory notes
and restricted common shares that were sold to investors in late 2006 and early
2007. The discounted stock price was also used to determine if there was a
beneficial conversion related to the convertible promissory notes. The same
methodology was used in late 2007 when the Company issued convertible promissory
notes along with Common Stock warrants. See Note 1 of the Consolidated Financial
Statements for the impact of the restatement.
  25




Results
of Operations
 
 Our
consolidated results of operations for the three and nine months ended September
30, 2009 and 2008 (restated) are summarized below (in thousands):
   Three
      Months Ended September 30,
              
              
              Nine
      Months Ended September 30,2009
              
              
              2008
                (restated)
              
              
              %
                Change
              
              
              2009
              
              
              2008
                (restated)
              
              
              %
                ChangeRevenues
              
              $
              1,378
              
              
              $
              1,441
              
              
              
              -4%
              
              
              $
              4,136
              
              
              $
              6,896
              
              
              
              -40%Cost
      of revenues
              
              
              1,281
              
              
              
              1,178
              
              
              
              9%
              
              
              
              3,739
              
              
              
              2,109
              
              
              
              77%Gross
      profit
              
              
              97
              
              
              
              263
              
              
              
              -63%
              
              
              
              397
              
              
              
              4,787
              
              
              
              -92%Operating
      expenses
              
              
              2,107
              
              
              
              3,078
              
              
              
              -32%
              
              
              
              6,710
              
              
              
              10,942
              
              
              
              -39%Loss
      from operations
              
              
              (2,010
              )
              
              
              (2,815
              )
              
              
              -29%
              
              
              
              (6,313
              )
              
              
              (6,155
              )
              
              
              3%Other
      (expense) income
              
              
              (12,045
              )
              
              
              (1,014
              )
              
              
              1088%
              
              
              
              (14,756
              )
              
              
              (2,566
              )
              
              
              475%Net
      loss
              
              
              (14,055
              )
              
              
              (3,829
              )
              
              
              267%
              
              
              
              (21,069
              )
              
              
              (8,721
              )
              
              
              142%Preferred
      stock dividend
              
              
              (1,813
              )
              
              
              -
              
              
              
              N/A
              
              
              
              (1,813
              )
              
              
              -
              
              
              
              N/ALoss
      applicable to common shares
              
              $
              (15,868
              )
              
              $
              (3,829
              )
              
              
              314%
              
              
              $
              (22,882
              )
              
              $
              (8,721
              )
              
              
              162%Net
      loss per common share -basic
      and diluted
              
              $
              (0.17
              )
              
              $
              (0.04
              )
              
              
              -
              
              
              $
              (0.25
              )
              
              $
              (0.12
              )
              
              
              -Shares
      used in computing basicand
      diluted net loss per common share
              
              
              95,616,762
              
              
              
              90,648,369
              
              
              
              5%
              
              
              
              92,947,071
              
              
              
              73,549,703
              
              
              
              26%
 
 Revenues
 Revenues
for the three and nine months ended September 30, 2009 consist of services
revenues representing managed and professional services fees for database and
network maintenance and support services. While there is no guarantee of future
revenues, they are expected to include sales and licenses of our ANTs
Compatibility Server (“ACS”) product and related technology, managed services
revenue related to existing and new contracts and professional services revenue
from pre and post-sales consulting related to ACS and other database
consolidation technologies we may develop.
 
 Revenues
for the three and nine months ended September 30, 2008 are from ANTs Data Server
(“ADS”) license fees, recognition of deferred maintenance and support of ADS,
royalties from third parties that resell ADS, professional services fees on ADS
installations, and the sale of ADS technology.
 
 During the
three months ended September 30, 2009, we recognized approximately $1.4 million
in revenue, a decrease of approximately $63,000 versus the three months ended
September 30, 2008. During the nine months ended September 30, 2009, we
recognized $4.1 million in revenue, a decrease of approximately $2.8 million
versus the nine months ended September 30, 2008. This decrease was primarily due
to sale of the ADS technology in 2008.
 
 For the
three and nine months ended September 30, 2009, two customers accounted for 97%
(Customer A was 73% and Customer B was 24%) and 91% (Customer A was 65% and
Customer B was 26%), respectively, of total revenues. The remaining revenues are
a result of ongoing contracts with various other customers.
 
 Cost
of Revenues
 
 Cost of
revenues during the three months ended September 30, 2009 were approximately
$1.3 million, an increase of approximately $103,000 versus the three months
ended September 30, 2008. Cost of revenues during the nine months ended
September 30, 2009 were approximately $3.7 million, an increase of approximately
$1.6 million versus the nine months ended September 30, 2008 due to the
acquisition of Inventa. Cost of revenues for the three and nine months ended
September 30, 2009 consists of personnel costs to provide managed and
professional services. Cost of revenues for the three and nine months ended
September 30, 2008 consisted primarily of amortization of a warrant from a major
customer and capitalized costs related to the ADS technology, which was sold in
2008.
  26




Operating
Expenses


Operating
expenses for the three and nine months ended September 30, 2009 and 2008
(restated) were as follows (in thousands):
 Three
      Months Ended September 30,
              
              
              Nine
      Months Ended September 30,2009
              
              
              2008
                (restated)
              
              
              2009
              
              
              2008
                (restated)$
              
              
              
              %
              
              
              %
                Change
              
              
              $
              
              
              
              %
              
              
              $
              
              
              
              %
              
              
              %
                Change
              
              
              $
              
              
              
              %Sales
      and marketing
              
              $
              381
              
              
              
              18
              %
              
              
              -49%
              
              
              $
              740
              
              
              
              24
              %
              
              $
              1,405
              
              
              
              21
              %
              
              
              -20%
              
              
              $
              1,767
              
              
              
              16
              %Research
      and development
              
              
              694
              
              
              
              33
              %
              
              
              -50%
              
              
              
              1,386
              
              
              
              45
              %
              
              
              1,628
              
              
              
              24
              %
              
              
              -72%
              
              
              
              5,775
              
              
              
              53
              %General
      and administrative
              
              
              1,032
              
              
              
              49
              %
              
              
              8%
              
              
              
              952
              
              
              
              31
              %
              
              
              3,677
              
              
              
              55
              %
              
              
              8%
              
              
              
              3,400
              
              
              
              31
              %Total
      operating expenses
              
              $
              2,107
              
              
              
              100
              %
              
              
              -32%
              
              
              $
              3,078
              
              
              
              100
              %
              
              $
              6,710
              
              
              
              100
              %
              
              
              -39%
              
              
              $
              10,942
              
              
              
              100
              %
 
 Our
primary expenses are salaries, benefits and consulting fees related to
developing and marketing ACS, marketing and selling managed and professional
services and, for the nine months ended September 30, 2008, maintenance and
support of ADS. We completed development of ADS in 2005 and began sales and
support of that product during that year.  We sold the ADS technology
during the quarter ended June 30, 2008. We began development of ACS in early
2007.
 
 Sales and
marketing expense consists primarily of employee salaries and benefits,
stock-based compensation, professional fees for marketing and sales services,
and corporate overhead allocations. Total sales and marketing expense for the
three months ended September 30, 2009 decreased by approximately $359,000, a 49%
decrease, due primarily to the following:
 
  ·
              Wages
      and benefits for our sales and marketing staff increased by 27% and
      consulting fees decreased by 88% due to efficiencies achieved in
      go-to-market strategy. By selling through partners rather than selling
      directly to end-users, we eliminated end-user marketing and
      lead-generation programs.
 ·
              Travel
      and entertainment and corporate event costs decreased 92% as we decreased
      travel activities for our sales and marketing
  staff.
 
 Total
sales and marketing expense for the nine months ended September 30, 2009
decreased by approximately $362,000, a 20% decrease, due primarily to the
following:
 
 ·
              Employee
      compensation and benefits increased by 18% primarily due to the
      acquisition of Inventa and the resulting increase in head-count, however
      this was more than offset by the other items
  listed.
  ·
              Stock-based
      compensation decreased approximately 59% primarily due the repricing of
      certain stock options and warrants to the market value of our Common Stock
      as of March 26, 2008 and March 31, 2008 and the issuance of a fully-vested
      and expensed stock option grant to our CEO during the second quarter of
      2008. Compensation expense related to our CEO is recorded 50% to
      sales and marketing and 50% to general and administrative. The stock
      option grant was a one-time grant and we do not anticipate it will recur
      in the future.
 ·
              Consulting
      fees decreased 70% due to efficiencies achieved in go-to-market strategy.
      By selling through partners rather than selling directly to end-users, we
      eliminated end-user marketing and lead-generation
  programs.
 ·
              Travel
      and entertainment and corporate event costs decreased 76% as we decreased
      travel activities for our sales and marketing
  staff.




27




Research
and development expense consists primarily of employee compensation and
benefits, contractor fees to research and development service providers,
stock-based compensation and equipment and computer supplies. Total research and
development expenses for the three months ended September 30, 2009 decreased by
approximately $692,000, a 50% decrease, due primarily to the
following:
 
 ·
              Employee
      compensation and benefits decreased 50% due to headcount reductions as
      compared to the prior year.
 ·
              Stock-based
      compensation decreased 59% due to headcount reductions over the prior
      year.
 ·
              Contractor
      fees decreased 53% as we decreased the use of contract research and
      development services on the ACS product and eliminated such services for
      the ADS product.
 ·
              Travel,
      equipment and computer supplies, and overhead allocation decreased 93%,
      56% and 70% respectively primarily due to the headcount
      reductions.
 
 Total
research and development expenses for the nine months ended September 30, 2009
decreased by approximately $4.15 million, a 72% decrease, due primarily to the
following:
 
 ·
              Employee
      compensation and benefits decreased 78% due to decreases in headcount, as
      discussed above.
 ·
              Stock-based
      compensation and benefits decreased 87% due to decreases in
      headcount
 ·
              Contractor
      fees decreased 66% as we decreased use of contract research and
      development services on the ACS product and eliminated such services for
      the ADS product.
 
 General
and administrative expenses consists primarily of employee salaries and
benefits, professional fees (legal, accounting, and investor relations),
facilities expenses, and corporate insurance. Total general and administrative
expenses for the three months ended September 30, 2009 increased by
approximately $80,000, an 8% increase, due primarily to an increase in
professional fees.
 
 Total
general and administrative expenses for the nine months ended September 30, 2009
increased by approximately $277,000, an 8% increase, due primarily to the
following:
 
 ·
              Employee
      compensation and benefits expense increased 34% due primarily to the
      acquisition of Inventa.
 ·
              Stock-based
      compensation decreased approximately 68% primarily due the repricing of
      certain stock options and warrants to the market value of our Common Stock
      as of March 26, 2008 and March 31, 2008 and the issuance of a fully-vested
      and expensed stock option grant to our CEO during the second quarter of
      2008. Compensation expense related to our CEO is recorded 50% to
      sales and marketing and 50% to general and administrative. This was a
      one-time grant and we do not anticipate it will recur in the
      future.
 ·
              Facilities,
      director fees, insurance and other expense decreased by approximately
      $272,000 primarily due to a favorable settlement on the Bayview Plaza
      lease, the former corporate headquarters, totaling approximately
      $279,000.
 ·
              Professional
      fees increased 111% primarily due to expenses relating to the restatement
      of the 2008 financial statements.
 ·
              Allocations
      of overhead costs decreased 56% versus the prior year. Allocations of
      corporate overhead from general and administrative costs to the other
      functional departments were based on headcount. These allocations
      decreased as the number of personnel in other functional departments
      decreased.




28




Other
(Expense) Income
 
 The
components of other (expense) income for the three and nine months ended
September 30, 2009 and 2008, were as follows (in thousands):
 
 Three
      Months Ended
                September
      30,
              
              
              
              
              
              Nine
      Months Ended
                September
      30,2009
              
              
              2008
                (restated)
              
              
              %
                Change
              
              
              2009
              
              
              2008
                (restated)
              
              
              %
                ChangeOther
      (expense) income:Interest
      income
              
              $
              1
              
              
              $
              19
              
              
              
              -95%
              
              
              $
              2
              
              
              $
              66
              
              
              
              -97%Loss
      on extinguishment of
                promissory
      notes
              
              
              (11,784
              )
              
              
              -
              
              
              
              N/A
              
              
              
              (12,279
              )
              
              
              (50
              )
              
              
              24,458%Other
              
              
              (1
              )
              
              
              -
              
              
              
              N/A
              
              
              
              (4
              )
              
              
              -
              
              
              
              N/AInterest
      expense
              
              
              (261
              )
              
              
              (1,033
              )
              
              
              -75%
              
              
              
              (2,475
              )
              
              
              (2,582
              )
              
              
              -4%Other
      (expense) income
              
              $
              (12,045
              )
              
              $
              (1,014
              )
              
              
              1,088%
              
              
              $
              (14,756
              )
              
              $
              (2,566
              )
              
              
              475%
 
 Other
(expense) income primarily consists of interest expense, loss on the conversion
of promissory notes and loss on the extinguishment of promissory notes. For the
three months and nine months ended September 30, 2009, other (expense) income
increased by approximately $11.0 million, or 1,088%, and approximately $12.2
million, or 475%, respectively. The following items significantly impacted other
expense:
 
 ·
              Interest
      expense decreased approximately $772,000 or 75%, for the three months
      ended September 30, 2009 as compared to the three months ended September
      30, 2008 (restated) due to a decrease in the amount of amortization from
      the discounts on the convertible promissory notes as a majority of the
      notes were converted into Preferred Stock at the beginning of the quarter
      in 2009.
 ·
              Loss
      on the extinguishment of convertible promissory notes increased by
      approximately $11.8 million for the three months and approximately $12.2
      million for the nine months ended September 30, 2009 due to the loss on
      extinguishment of certain Convertible Promissory
  Notes
  ·
              Interest
      income decreased by approximately 95%, due to lower invested cash balances
      and interest rates.
 ·
              Interest
      income decreased in the three and nine months ended September 30, 2009 due
      to lower invested cash balances and lower interest
  rates.




29




Liquidity,
Capital Resources and Financial Condition
 
 Cash flows
for the nine months ended September 30, 2009 and 2008 (restated), are as follows
(in thousands) (unaudited):
 
 Nine
      Months Ended September 30,2009
              
              
              2008
                (Restated)Net
      cash used in operating activities
              
              $
              (2,711
              )
              
              $
              (6,217
              )Net
      cash used in investing activities
              
              
              (37
              )
              
              
              (3,139
              )Net
      cash provided by financing activities
              
              
              1,209
              
              
              
              7,205Net
      decrease in cash and cash equivalents
              
              $
              (1,539
              )
              
              $
              (2,151
              )
 
 Since
inception, we have funded operations and investments in operating assets with
cash raised through financing activities in the form of private offerings to
accredited investors. The funds raised have been primarily in the form of sales
of our Common Stock and, to a lesser degree, through the issuance of Convertible
Promissory Notes and Preferred Stock.
 
 Cash Used in Operating
Activities
 
 During the
nine months ended September 30, 2009, cash used in operating activities totaled
$2.7 million, a decrease of approximately $3.5 million compared to the nine
months ended September 30, 2008. This is a result of the headcount reduction in
2009 as compared to 2008 as well as the reduction in interest payments due to
the conversion of debt into equity in 2009 and the payment of interest with
stock in 2009 as compared to cash interest payments made in 2008 on the
convertible promissory notes.
 
 Cash Used in Investing
Activities
 
 During the
nine months ended September 30, 2009, cash used in investing activities totaled
approximately $37,000, a decrease of approximately $3.1 million versus the same
period in 2008, due to the acquisition of Inventa in the prior
year.
 
 Cash Provided by Financing
Activities
 
 During the
nine months ended September 30, 2009, cash provided by financing activities
resulted from the following:
 
 ·
              $339,000
      in proceeds from the sale of 847,500 shares of our Common Stock at a price
      of $0.40 per share.
 
 ·
              $550,750
      in proceeds from the sale of 1,573,571 shares of Common Stock at a price
      of $0.35 per share and 1,573,571 Common Stock Warrants exercisable at
      $0.40 per share with an expiration date of September 30,
    2010.
 
 ·
              $115,000
      for convertible promissory with an interest rate of 1%. The notes were
      immediately converted to 287,500 shares of our Common
    Stock.
 
 ·
              $250,000
      in proceeds from the exercise of 250,000 Preferred Stock
      Warrants.
 
 ·
              $96,052
      in principal payments on long-term
debt




30




During the
nine months ended September 30, 2008, cash provided by financing activities
resulted from the following:
 
 ·
              $7.2
      million in proceeds, net of commissions, for the sale of 12.7 million
      shares of our Common Stock at a price of $0.60 per
  share.
 
 ·
              Approximately
      $32,000 received as proceeds from the exercise of stock
      options.
 
 Capital Resources and Going
Concern
 
 We
anticipate that current cash resources will be sufficient for us to execute our
business plan into the first quarter of 2010. If further financing is not
obtained we will not be able to continue to operate as a going concern. We
believe that securing additional sources of financing to enable us to continue
the development and commercialization of our proprietary technologies will be
difficult and there is no assurance of our ability to secure such financing.
However, during September and October 2009, the Company raised approximately
$2.0 million as part of a private placement to accredited investors and $250,000
from the exercise of Preferred Stock warrants. A failure to obtain additional
financing could prevent us from making expenditures that are needed to pay
current obligations, allow us to hire additional development personnel and
continue development of our product and technology.  Should additional
financing not be obtained, the Company will not be able to execute its business
plan and the recoverability of its intangible assets may become impaired. If we
raise additional financing by selling equity or convertible debt securities, the
relative equity ownership of our existing investors could be diluted or the new
investors could obtain terms more favorable than previous investors. If we raise
additional funds through debt financing, we could incur significant borrowing
costs and be subject to adverse consequences in the event of a default. We are
actively engaged in the process of seeking additional capital through private
placements of equity or debt.




31




ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
 
 Interest
Rates
 
 Our
exposure to market risk for changes in interest rates relates primarily to the
increase or decrease in the amount of interest income we earn on our investment
portfolio. Our investment portfolio consists of liquid investments that have
maturities of three months or less. Our risk associated with fluctuating
interest income is limited to investments in interest rate sensitive financial
instruments. Under our current policy, we do not use interest rate derivative
instruments to manage this exposure to interest rate changes. We seek to ensure
the safety and preservation of our invested principal by limiting default risk,
market risk, and reinvestment risk. We mitigate default risk by investing in
short-term investment grade securities. Interest rates on our Convertible
Promissory Notes and long-term debt are generally fixed.
 
 ITEM 4. CONTROLS AND PROCEDURES
 
 (a)           Evaluation of disclosure controls
and procedures
 
 Our
management, with the participation of our Chief Executive Officer, evaluated the
effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15
under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  In designing and evaluating the disclosure controls and
procedures, management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives.
 
 Based on
management’s evaluation, our Chief Executive Officer concluded that, as of
September 30, 2009, our disclosure controls and procedures are designed at a
reasonable assurance level and are effective to provide reasonable assurance
that information we are required to disclose in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission rules and
forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer to allow timely decisions
regarding required disclosure.
 
 (b)           Changes in internal control over
financial reporting.
 
 We
regularly review our system of internal control over financial reporting and
make changes to our processes and systems to improve controls and increase
efficiency, while ensuring that we maintain an effective internal control
environment. Changes may include such activities as implementing new, more
efficient systems, consolidating activities, migrating processes, or acquisition
of subsidiaries.  As a result of the material weaknesses listed in the
2008 10-K, management has continued using the services of the third party
contract consulting company.  Management is also in the process of
analyzing all existing controls to ensure all major, non-routine transactions
are appropriately recorded.




32




PART II. OTHER INFORMATION
 
 ITEM 1.  LEGAL PROCEEDINGS
 
 On July
10, 2008, Sybase, Inc. (“Sybase”), an enterprise software and services company,
filed a complaint for common law unfair business practices, and tortuous
interference with contractual relations, among other things, in the Superior
Court of the State of California, County of Alameda.  Sybase is
seeking an injunction, and damages, among other legal and equitable
relief.  We believe that this lawsuit is without merit and intend to
continue vigorously defending ourselves.
 
 On August
22, 2008, a former ANTs employee filed a putative class action complaint for all
current and former software engineers, for failure to pay overtime wages, and
failure to provide meal breaks, among other things, in Superior Court of the
State of California, County of San Mateo.  The former employee is
seeking an injunction, damages, attorneys’ fees, and penalties.  We
believe that this lawsuit is without merit and intend to continue vigorously
defending ourselves.
 
 On October
14, 2008, Bayside Plaza (“Bayside”), a partnership, filed a complaint for breach
of contract in Superior Court of the State of California, County of San
Mateo.  Bayside was seeking approximately $50,000 in rent, late fees
and operating expenses per month from October 2008. The Company settled the
complaint by paying $50,000 in May 2009 and agreeing to pay $25,000 in each of
August 2009, November 2009 and February 2010. The Company recognized a gain on
the settlement of approximately $279,000 as an offset to rent expense, which is
included in General and Administrative Expense in the Consolidated Statement of
Operations at September 30, 2009.
 
 On
September 9, 2009, Ken Ruotolo, a former employee and officer of the Company,
filed a complaint for breach of contract, breach of the covenant of good faith
and fair dealing and declaratory relief, in the Superior Court of the State of
California, County of San Francisco. Mr. Ruotolo is seeking damages, attorneys’
fees and declaratory relief. We believe that this lawsuit is without merit and
intend to continue vigorously defending ourselves. Mr. Ruotolo’s father, Francis
K. Ruotolo, is a Director of the Company.
 
 On
November 20, 2009 the Company was notified by email that a complaint for breach
of contract and fraud in the inducement had been filed against it in United
States Federal Court for the District of New Jersey by Robert T. Healy. The
Company has not been served an endorsed as filed copy of the complaint and is
still evaluating the claims made in the copy of the complaint delivered by email
message.
 
 ITEM 1A.   RISK FACTORS
 
 Other than
the following there has been no material changes during the nine months ended
September 30, 2009.
 
 We
might not collect our receivables
 
 Due to the
ongoing worldwide economic crisis, weakness in the credit markets, significant
liquidity problems in the financial services industry and related factors, we
might face increased problems in collecting our accounts, notes, and other
obligations receivable. Since we rely on those receivables to finance our
ongoing business operations, failure to collect our receivables might cause our
business and operations to be severely and materially adversely
affected.
 
 ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
 
 During the
quarter ended September 30, 2009, we received $550,750 from accredited investors
for the sale of 1,573,570 shares of the Company’s Common Stock at a price of
$0.35 per share and Common Stock Subscriptions of $305,000 from accredited
investors for the sale of 871,428 shares of the Company’s Common Stock at a
price of $0.35 per share. In addition to each share of Common Stock sold in the
above transactions, each purchaser also received a warrant to purchase one share
of restricted Common Stock in the Company at $0.40 per share. Such warrants
expire one year from purchase of the initial Common Stock shares. The sales
of these securities were made in reliance upon Rule 506 and
Section 4(2) of the Securities Act of 1933.  These
securities (and the securities issued in the other private placements discussed
herein) have not been registered under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
 
 ITEM 3.  DEFAULTS UPON SENIOR
SECURITIES
 None




33




ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
 
 No matter
was submitted to a vote of security holders during the period covered by this
report.
 
 ITEM 5.  OTHER INFORMATION
 
 None.




34




ITEM 6.  EXHIBITS
 
 (a)
Exhibits
 
 3.1
              Amended
      and Restated Certificate of Incorporation of the Company, as listed in
      Exhibit 3.1 to the Company’s 10-QSB filed on August 14, 2003, is hereby
      incorporated by reference.
 3.2
              Amended
      and Restated Bylaws of the Company, as listed in Exhibit 3.2 to our 10-K
      filed on March 17, 2008, is hereby incorporated by
    reference.
 10.1
              Secured
      Promissory Note, dated May 21, 2008 as listed in Exhibit 10.1 to our
      quarterly report on form 10-Q filed on August 18, 2008, is hereby
      incorporated by reference.
 10.2
              Convertible
      Promissory Note 1, dated May 30, 2008 (redacted) as listed in Exhibit 10.1
      to our quarterly report on form 10-Q filed on August 18, 2008, is hereby
      incorporated by reference.
 10.3
              Convertible
      Promissory Note 2, dated May 30, 2008 (redacted) as listed in Exhibit 10.1
      to our quarterly report on form 10-Q filed on August 18, 2008, is hereby
      incorporated by reference.
 10.4
              ANTs
      software inc. 2008 Stock Plan as listed in Exhibit 10.1 to our quarterly
      report on form 10-Q filed on August 18, 2008, is hereby incorporated by
      reference.
 31.1
              Certification
      of the Principal Executive Officer required by Rule 13a-14(a) of the
      Securities Exchange Act of 1934, as amended, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of
2002
 31.2
              Certification
      of the Principal Financial Officer required by Rule 13a-14(a) of the
      Securities Exchange Act of 1934, as amended, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of
2002
 32.1
              Certification
      of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
 32.2
              Certification
      of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002




35




SIGNATURES
 
 In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  ANTs
      software inc.Date:
      November 23, 2009
                
                By:
                /s/ Joe
    KozakJoe
      Kozak, Chief Executive Officer and
President




36