================================================================================

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                  FORM 10-QSB/A

                                 Amendment No. 2

       (Mark One)

          |X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended: June 30, 2002

                                       OR

          |_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

      For the transition period from _________________ to ________________

                       Commission file number: 0000796655

                                ----------------

                               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)

 801 Mahler Rd, Suite G, Burlingame, CA                     94010
(Address of principal executive offices)                  (Zip Code)

                                 (650) 692-0240
              (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 reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

     Indicate the number of shares outstanding of each of the issuer's classes
of Common stock, as of the latest practicable date:

              19,445,956 shares of common stock as of June 30, 2002

      Transitional Small Business Disclosure Format:  Yes |_|  No |X|

================================================================================

<PAGE>

                                EXPLANATORY NOTE

     This Form 10-QSB/A is being filed to amend and restate the information
disclosed in Items 1 and 2 of Part I of the Form 10-QSB/A filed on November 14,
2002 for the quarter ended June 30, 2002. The change was to revise the balance
sheet items for additional paid-in capital and accumulated deficit to reflect a
reduction in non-cash stock compensation expense reported on Form 10-KSB, filed
on March 22, 2001 for the fiscal year ended December 31, 2000.

                                TABLE OF CONTENTS
--------------------------------------------------------------------------------

                          PART I. Financial Information

Item 1.  Financial Statements..............................................3-8
Item 2.  Management's Plan of Operation...................................8-10

                           PART II. Other Information

Item 1. Legal Proceedings...................................................10
Item 2. Changes in Securities...............................................11
Item 3. Defaults Upon Senior Securities.....................................11
Item 4. Submission of Matters to a Vote of Security Holders.................11
Item 5. Other Matters.......................................................11
Item 6. Exhibits and Reports on Form 8-K.................................11-12
Risk Factors.............................................................12-14
Signatures..................................................................15
Certifications..............................................................15


                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                               ANTs software inc.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 June 30, 2002  December 31, 2001
                                                                                  (Unaudited)       (Audited)
                                                                                  ------------    ------------
<S>                                                                               <C>             <C>
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                                                      $    568,019    $    734,319
   Prepaid insurance                                                                   141,403         139,208
   Prepaid expenses                                                                      5,095          22,931
                                                                                  ------------    ------------
     Total current assets                                                              714,517         896,458
                                                                                  ------------    ------------

PROPERTY AND EQUIPMENT:
   Computers and software                                                              649,800         619,708
   Office furniture and fixtures                                                        29,386          27,960
   Leasehold Improvements                                                                9,000              --
   Less accumulated depreciation                                                      (256,099)       (191,915)
                                                                                  ------------    ------------
     Property and equipment, net                                                       432,087         455,753
                                                                                  ------------    ------------

OTHER ASSETS                                                                             5,100           5,100
                                                                                  ------------    ------------
     Total assets                                                                 $  1,151,704    $  1,357,311
                                                                                  ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable and accrued expenses                                          $    124,333    $    111,041
   Accrued legal fees                                                                   88,540         112,199
   Notes payable - former officer, current portion                                      75,000          75,000
   Other current liability                                                                  --         125,000
                                                                                  ------------    ------------
     Total current liabilities                                                         287,873         423,240
                                                                                  ------------    ------------

   Long-term note payable - former officer,
      net of current portion                                                           150,000         150,000
                                                                                  ------------    ------------
      Total liabilities                                                                437,873         573,240
                                                                                  ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Common stock, $.0001 par value; 100,000,000 shares authorized; 19,445,956
   shares issued and outstanding at June 30, 2002, and 16,731,552 shares issued
   and outstanding at December 31, 2001                                                  1,945           1,674
   Common stock subscribed                                                              92,009              --
   Notes receivable from officers for stock purchases                                 (135,000)       (135,000)
   Additional paid-in capital                                                       25,450,956      22,786,441
   Accumulated deficit                                                             (24,696,079)    (21,869,044)
                                                                                  ------------    ------------
     Total stockholders' equity                                                        713,831         784,071
                                                                                  ------------    ------------
     Total liabilities and stockholders' equity                                   $  1,151,704    $  1,357,311
                                                                                  ============    ============
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>

                               ANTs software inc.
                       CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                    Three months ended June 30,        Six months ended June 30,
                                                       2002             2001             2002              2001
                                                   (Unaudited)       (Unaudited)      (Unaudited)      (Unaudited)
                                                   ------------     ------------     ------------     ------------
<S>                                                <C>              <C>              <C>              <C>
REVENUES                                           $         --     $         --     $         --     $         --

OPERATING EXPENSES:
   General and administrative expenses                  856,595          941,268        1,449,906        2,503,222
   Research and development expenses                    402,005          277,297        1,380,908          636,756
                                                   ------------     ------------     ------------     ------------
     Loss from operations                            (1,258,600)      (1,218,565)      (2,830,814)      (3,139,978)
                                                   ------------     ------------     ------------     ------------

OTHER INCOME:
   Interest income, net                                   2,052           12,713            3,779           36,458
   Other income                                              --            5,655               --            4,170
                                                   ------------     ------------     ------------     ------------
     Other income, net
                                                          2,052           18,368            3,779           40,628
                                                   ------------     ------------     ------------     ------------
     NET LOSS                                      $ (1,256,548)    $ (1,200,197)    $ (2,827,035)    $ (3,099,350)
                                                   ============     ============     ============     ============

BASIC AND DILUTED LOSS PER COMMON SHARE            $      (0.07)    $      (0.08)    $      (0.16)    $      (0.22)
                                                   ============     ============     ============     ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING           18,932,573       14,907,221       18,075,920       14,398,759
</TABLE>

The accompanying notes are an integral part of these financial statements


                                       4
<PAGE>

                               ANTs software inc.
                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                      Six months ended June 30,
                                                                                        2002            2001
CASH FLOWS FROM OPERATING ACTIVITIES:                                                (Unaudited)     (Unaudited)
                                                                                     -----------     -----------
<S>                                                                                  <C>             <C>
     Net Loss                                                                        $(2,827,035)    $(3,099,350)
     Adjustments to reconcile net loss to net cash used by operating activities:
        Depreciation                                                                      64,185          62,864
        Compensation expense on option and warrant extensions                            525,635              --
        Compensation expense recognized on options granted to non-employees              493,611              --
        Compensation expense recognized on exercise of options                                --          46,800
        Lawsuit settlement                                                                    --         137,235
        Gain on sale of fixed assets                                                          --           2,985
        Compensation expense recognized in form of note payable to former officer             --         300,000
     Changes in operating assets and liabilities:
        Prepaid expenses                                                                  15,641        (257,603)
        Accounts payable & accrued expenses                                               13,292          41,260
        Accrued legal fees                                                               (23,659)        (59,443)
        Notes payable                                                                         --         190,753
        Other receivables                                                                     --         (19,909)
                                                                                     -----------     -----------
          Net cash used in operating activities                                       (1,738,330)     (2,654,408)
                                                                                     -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property and equipment, net                                            (40,519)        (44,451)
                                                                                     -----------     -----------
         Net cash used in investing activities
                                                                                         (40,519)        (44,451)
                                                                                     -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from private placements, net of commissions                              1,294,340       1,730,000
     Proceeds from issuance of convertible promissory notes                              200,000              --
     Common stock subscribed not issued                                                   92,009              --
     Proceeds from exercise of warrants                                                   25,000         121,000
     Proceeds from exercise of options                                                     1,200              --
                                                                                     -----------     -----------
         Net cash provided by financing activities                                     1,612,549       1,851,000
                                                                                     -----------     -----------

NET DECREASE IN CASH                                                                    (166,300)       (847,859)
CASH, BEGINNING OF PERIOD                                                                734,319       2,609,084
                                                                                     -----------     -----------

CASH, END OF PERIOD                                                                  $   568,019     $ 1,761,225
                                                                                     ===========     ===========
</TABLE>

NON-CASH FINANCING ACTIVITY:

In June 2002, the Company issued 266,666 B Units in full satisfaction of two
   promissory notes to an accredited investor. See Note 3.

In February 2002, the Company issued $125,000 in common stock previously held as
an Other current liability. See Note 3.

In February 2001, the Company issued 400,000 shares of stock as settlement of a
lawsuit claim. See Note 5.

The accompanying notes are an integral part of these financial statements.


                                       5
<PAGE>

                               ANTs software inc.
                          NOTES TO FINANCIAL STATEMENTS

1.   BASIS OF PRESENTATION

     The accompanying unaudited financial statements are presented in accordance
     with the requirements for Form 10-QSB and Item 310(b) of Regulation S-B.
     Accordingly, they do not include all the disclosures normally required by
     generally accepted accounting principles. Reference should be made to the
     ANTs software inc. (the "Company") Form 10-KSB for the twelve months ended
     December 31, 2001, for additional disclosures including a summary of the
     Company's accounting policies, which have not significantly changed.

     The information furnished reflects all adjustments (all of which were of a
     normal recurring nature), which, in the opinion of management, are
     necessary to fairly present the financial position, results of operations,
     and cash flows on a consistent basis. Operating results for the three
     months and six months ended June 30, 2002, are not necessarily indicative
     of the results that may be expected in the future.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basic Net Loss Per Share - Basic net loss per 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.

     The following table presents the calculation of basic and diluted net loss
     per share:

<TABLE>
<CAPTION>
                                                 Three Months Ended June 30,       Six Months Ended June 30,
                                               ---------------------------------------------------------------
                                                   2002             2001             2002             2001
                                               ---------------------------------------------------------------
<S>                                            <C>              <C>              <C>              <C>
Net loss                                       $ (1,256,548)    $ (1,200,197)    $ (2,827,035)    $ (3,099,350)

Weighted  average  shares of  common  stock
outstanding - basic and dilutive                 18,932,573       14,907,221       18,075,920       14,398,759
                                               ---------------------------------------------------------------
Basic and diluted net loss per share           $      (0.07)    $      (0.08)    $      (0.16)    $      (0.22)
</TABLE>

     As of June 30, 2002 outstanding options and warrants for the purchase of up
     to 8,261,308 shares of common stock at prices ranging from $0.25 to $11.63
     were anti-dilutive, and therefore, not included in the computation of
     diluted loss per share.

3.   EQUITY TRANSACTIONS

     From April 1, 2002 through June 30, 2002, we sold to accredited investors,
     through a private offering, (i) 1,126,008 A Units, at a price of $0.75 per
     unit (the "A Units"), with each A Unit consisting of (i) One (1) share of
     Common Stock of the Company, and (ii) a warrant to purchase up to One (1)
     share of Common Stock of the Company at a per share price of One Dollar
     ($1.00), exercisable until December 31, 2002, and (ii) 46,666 B Units, at a
     price of $0.75 per unit (the "B Units"), with each B Unit consisting of (i)
     One (1) share of Common Stock of the Company, and (ii) a warrant to
     purchase up to One (1) share of Common Stock of the Company at a per share
     price of One Dollar ($1.00), exercisable until June 30, 2003. In connection
     with this offering, we paid $31,000 and issued 20,668 A Units in
     commissions and finder's fees. In addition, 24,998 A Units were issued in
     commissions related to offerings in the first quarter of 2002. As of June
     30, 2002, all A Units were issued. The gross proceeds of the offering were
     $879,505. As of June 30, 2002, of the 1,172,674 A and B Units sold during
     the second quarter of 2002, there was a combination of 122,679 A and B
     Units subscribed but not yet issued. The proceeds will be used for general
     working capital purposes.

     On or about March 11, 2002 and March 14, 2002 we sold to an accredited
     investor, through a private offering, two convertible promissory notes
     without interest in aggregate principal face amount of $200,000,
     convertible at the option of the holder into B Units at a conversion price
     of $0.75 per B Unit. On or about


                                       6
<PAGE>

     June 25, 2002, the investor converted both promissory notes into an
     aggregate of 266,666 B Units. The proceeds were used for general working
     capital purposes.

     In January 2001, the British Columbia Securities Commission requested
     information regarding the distribution of securities to British Columbia
     residents to ensure that such distributions were made in compliance with
     the British Columbia Securities Act. In April 2001, we received $125,000,
     for the exercise of a warrant to purchase 500,000 shares of Common Stock,
     from a former employee who we believed was a Canadian resident. Due to the
     pending inquiry we did not issue the shares to the former employee. Since
     April 2001, the $125,000 had been recorded as a current liability. These
     shares were issued during the first quarter of 2002 when it was determined
     that the former employee was not a Canadian resident and the amount was
     reclassified as capital.

     We agreed to extend the period during which a former officer could exercise
     two options to purchase a total of 220,000 shares of our common stock and
     we agreed to extend the period during which our current Chief Scientist
     could exercise a warrant to purchase 400,000 shares of common stock. A
     non-cash R&D expense totaling $525,635 was recognized during the first
     quarter of 2002.

     During the second quarter of 2002, a current employee exercised a warrant
     to purchase 100,000 shares of common stock for the aggregate amount of
     $25,000. During the first quarter of 2002, the following equity
     transactions occurred: a former employee exercised an option to purchase
     600 shares of common stock for the aggregate amount of $1,200; a former
     consultant exercised an option to purchase 15,000 shares of common stock
     and paid the exercise price in services rendered during the first quarter
     of 2002; and 3,333 shares were issued in connection with a fourth quarter
     2001 private placement.

     During the second quarter of 2002, stock options were granted to
     non-employees in exchange for services previously rendered and a non-cash
     compensation expense of $493,611 was recognized.

4.   WARRANTS AND STOCK OPTIONS

     As of June 30, 2002, the Company had outstanding warrants to purchase up to
     4,845,931 shares of common stock and options to purchase up to 3,415,377
     shares of common stock. These securities give the holder the right to
     purchase shares of the Company's common stock in accordance with the terms
     of the instrument.

<TABLE>
<CAPTION>
                                                                                  Warrants  Stock Options          Total
                                                                                  --------  -------------          -----
<S>                                                                              <C>            <C>            <C>
Outstanding at January 1, 2002                                                   3,594,933      2,731,522      6,326,455
Granted                                                                            238,699          4,000        242,699
Retired                                                                                 --         (9,000)        (9,000)
Expired                                                                                 --             --             --
Exercised through cash consideration                                                    --           (600)          (600)
Exercised through non-cash consideration                                          (500,000)       (15,000)      (515,000)
                                                                                ----------     ----------     ----------

Outstanding at March 31, 2002                                                    3,333,632      2,710,922      6,044,554

Granted                                                                          1,912,299        788,955      2,701,254
Retired                                                                                 --             --             --
Expired                                                                           (300,000)       (84,500)      (384,500)
Exercised through cash consideration                                              (100,000)            --       (100,000)
Exercised through non-cash consideration                                                --             --             --
                                                                                ----------------------------------------
Outstanding at June 30, 2002                                                     4,845,931      3,415,377      8,261,308
                                                                                ========================================
</TABLE>

5.   LEGAL SETTLEMENT

     The Company entered into a Settlement Agreement effective as of February
     23, 2001 with the law firm Hughes Hubbard & Reed LLP ("HHR") pursuant to
     which the Company issued 400,000 shares of common stock, for which the
     Company recognized an expense of $137,235. In addition, the settlement
     satisfied accrued legal expenses of $159,267, which had been recorded in
     prior periods.


                                       7
<PAGE>

6.   PRIOR PERIOD ADJUSTMENT

     The balance sheet accounts for additional paid-in capital and accumulated
     deficit have, for the periods ended June 30, 2002 and December 31, 2001,
     been restated to reflect changes to their balances as of December 31, 2000
     resulting from a reduction in non-cash stock compensation recorded in
     relation to the implementation of the Financial Accounting Standards Board
     Interpretation No. 44 - Accounting for Certain Transactions involving Stock
     Compensation during the year ended December 31, 2000.

     Set forth below is a comparison of the previously reported and restated
     accounts:

<TABLE>
<CAPTION>
                                                                    December 31, 2000
                                                            As previously               As
              Description                                     reported               Restated
-------------------------------------------                 ------------           ------------
<S>                                                         <C>                    <C>
Additional paid-in capital                                  $ 18,804,974           $ 17,262,866
Accumulated deficit                                         $(17,604,958)          $(16,062,850)
Compensation expense - Warrant reprice                      $  3,767,654           $  2,225,546
Net loss                                                    $  8,468,831           $  6,926,723
Basic and diluted loss per share                            $       0.67           $       0.54
</TABLE>

ITEM 2. MANAGEMENT'S PLAN OF OPERATION

     Certain statements contained in this Form 10-QSB 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 the Company will have adequate financial resources to fund
the development and operation of its business, and there will be no material
adverse change in the Company's operations or business. The foregoing
assumptions are based on judgments with respect to, among other things,
information available to the Company, future economic, competitive and market
conditions and future business decisions. All are difficult or impossible to
predict accurately and many of which are beyond the Company's control.
Accordingly, although the Company believes that the assumptions underlying the
forward-looking statements are reasonable, any such assumption could prove to be
inaccurate and therefore there can be no assurance that the results contemplated
in the forward-looking statements will be realized. There are a number of risks
presented by the Company's business and operations, which could cause the
Company's financial performance to vary markedly from prior results, or results
contemplated by the forward-looking statements. Such risks include failure of
the ANTs technology to work properly, failure to develop commercially viable
products or services from the ANTs technology, delays or failure in fundraising
efforts, delays in or lack of market acceptance, failures to recruit adequate
personnel, and problems with protection of intellectual property, among others.
Management decisions, including budgeting, are subjective in many respects and
periodic revisions must be made to reflect actual conditions and business
developments, the impact of which may cause the Company to alter its capital
investment and other expenditures, which may also adversely affect the Company's
results of operations. In light of significant uncertainties inherent in
forward-looking information included in this quarterly Report on Form 10-QSB,
the inclusion of such information should not be regarded as a representation by
the Company that the Company's objectives or plans will be achieved. The Company
undertakes no obligation to revise or publicly release the results of any
revision to these forward-looking statements.

Overview

     We are engaged in the development and marketing of a proprietary software
technology that is intended to significantly improve the speed at which
computers can manipulate data.

Plan of Operation

     We anticipate that, if we are sufficiently funded, over the next six months
our focus will be threefold: continued development of our technology, marketing
our technology, and supporting customers. The development effort will be focused
on enhancing our technology and thereafter will be directed towards developing
initial customer applications utilizing our technology. General commercial
applications utilizing our technology are expected to be available by the end of
calendar 2002. There is no assurance that our plans will be realized.


                                       8
<PAGE>

     The majority of our operating expenses and costs over the next six months
are expected to be for and in connection with existing and additional personnel
and equipment. We currently have eleven full-time employees, two part-time
employees and two consultants. We view the recruitment of additional qualified
technical personnel as essential to the further development and
commercialization of our proprietary technologies. If we are sufficiently funded
and we are successful in our recruitment efforts, we expect that our personnel
and other operating costs will increase over current levels.

     We believe that due to a poor investment climate, securing additional
sources of financing which would enable us to complete the development and
commercialization of our proprietary technologies will be difficult, and there
is no assurance of our ability to secure such financing.

Technology Development

     Over the next six months we intend to continue to improve and add
functionality both to the ANTs Concurrency Engine (ACE) and to the ANTs Data
Server (ADS), assuming we are sufficiently funded. We are actively engaging
prospective partners and customers in technical discussions to determine what
features are and will be most in demand for the markets we are targeting. We
intend to then mobilize our engineering resources around developing those
features. Once we are successful in developing partner or customer
relationships, we anticipate that the specific needs of the partner or customer
will drive the development of ACE and ADS functionality.

Marketing

     Our product offering is comprised of two components, the core technology,
ACE, which represents our intellectual property and ADS, a relational database
which is the first implementation of ACE. ACE can be used as the engine for any
application that manipulates data. ADS can be applied to certain segments of the
database market. Target markets include: application server, wireless messaging,
high-end on-line transaction processing (OLTP) and storage. Our go-to-market
strategy includes potential OEM and co-marketing partnerships with leading
vendors in each market and limited sales directly to customers.

General and Administrative

     General and administrative expenses decreased from $941,268 during the
three months ended June 30, 2001 to $856,595 for the three months ended June 30,
2002. Of the $856,595 expensed during the three months ended June 30, 2002,
$430,361 was a non-cash expense related to option grants to non-employees.
General and administrative expenses decreased from $2,503,222 during the six
months ended June 30, 2001 to $1,449,906 for the six months ended June 30, 2002.
Components of general and administrative expense for the six months ended June
30, 2002 include: salaries and benefits (20%), legal (12%), other professional
services (51%) and other expenses (17%). We expect that if we are sufficiently
funded, general and administrative expenses will increase moderately over the
next six months.

Research and Development

     Research and development expenses increased from $277,297 during the three
months ended June 30, 2001 to $402,005 for the three months ended June 30, 2002.
Research and development expenses increased from $636,756 during the six months
ended June 30, 2001 to $1,380,908 for the six months ended June 30, 2002. These
expenses are related to the research, testing and product development of our
proprietary software. Of the $1,380,908 expensed through June 30, 2002, $525,635
was a non-cash expense related to the extension of certain options and warrants
granted to a former officer and our current Chief Scientist. Salaries and
benefits accounted for 86% and other expenses accounted for 14% of the total for
the six months ended June 30, 2002. We expect that if we are sufficiently
funded, our research and development expenses will increase moderately as
additional staff is recruited.

Personnel

     On July 31, 2002 two employees (one full-time, one part-time) left the
company for personal reasons, and three employees and one contractor were laid
off. Additionally, remaining employees took pay cuts ranging from 50-80%. We
currently have eleven full-time employees, two part-time employees and two
full-time consultants.


                                       9
<PAGE>

Capital and Liquidity Resources

     We anticipate that if we are sufficiently funded, we will increase
expenditures over the coming months as we continue to develop our technology and
begin supporting customers. We expect to begin realizing revenues during
calendar year 2002. Our cash balance as of June 30, 2002 was $568,019, which,
when added to investments received since then, we believe will be adequate to
fund our activities through September 2002 at our current rate of spending.
There can be no assurance that our continued product development and
infrastructure development will not require a much higher rate of spending.
There can also be no assurance that we will be able to obtain additional capital
on acceptable terms.

     To carry out our plan of operation, we anticipate that over the next six
months we will require approximately $1-2 million. We will pursue a number of
avenues to raise these operating funds: 1) in the past we have been successful
raising funds through a series of private placements of our stock, we anticipate
that we will continue to raise funds through private placements, 2) as we
develop close relationships with large partners, we will pursue strategic
investments from those partners, and 3) this year we expect to begin generating
revenue, which will be a source of operating funds if we are successful. We are
pursuing all three avenues, however, we believe, that due to a poor investment
climate, securing additional investment will be difficult.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     We were defendants in a case entitled Hubert P. Lauffs v. Mosaic Multisoft
Corporation, in which the plaintiff asserted a cause of action against us for
breach of fiduciary duty. The plaintiff purported to base his cause of action on
allegations that we and others caused the shareholders of Mosaic Multisoft
Corporation ("Mosaic") to elect outside directors to its board of directors who
subsequently voted to remove Mosaic's president from office, thus interfering
with Mosaic's ability to raise capital and causing Mosaic to be unable to repay
its debt to the plaintiff. In March 2000, we won this case on summary judgment.
In April 2000, the plaintiff filed an appeal of the summary judgment ruling. On
November 21, 2001, the Fourth District Court of Appeal ruled in our favor by
affirming the Superior Court's March 2000 summary judgment. Lauffs' time to
petition for hearing in the California Supreme Court has expired, and no further
review is now possible. In September 1999, we had filed an action for malicious
prosecution against the lawyer and the plaintiff in this case. Since May 4,
2000, the malicious prosecution action had been stayed pending resolution of the
appeal. On January 3, 2002, the stay was lifted. We are pursuing recovery of our
legal fees incurred in connection with the proceedings.

     On October 12, 2001, a class action complaint, titled Joseph Chatham v.
ANTs Software.com, et al., was filed in Los Angeles County Superior Court
against us and certain of our former officers and former directors. The
plaintiff claims to be suing on behalf of a class of persons who purchased the
Company's stock from October 5, 1999, through March 23, 2001. The complaint
claims violations of certain provisions of the California Corporations Code in
connection with the following alleged misrepresentations: (i) we misrepresented
that Dr. Peter Patton was a member of our board of directors; (ii) we failed to
disclose an effort by a creditor to force us into involuntary bankruptcy; and
(iii) Donald Hutton falsely identified himself as a certified public accountant
in an SEC filing. On our about May 10, 2002 we were informed that the Superior
Court of California in Los Angeles has, with the agreement of plaintiffs'
counsel, dismissed the complaint without prejudice. We paid nothing to the
plaintiffs or their attorneys in connection with this dismissal.

     We have received correspondence from an attorney in South Carolina claiming
that, in 1996, one of their clients purchased shares of our common stock for
$25,000, that they never received a stock certificate and that, had they
received a stock certificate, they would have sold such stock at the highest
market price at which our stock was listed over the last few years. We have
requested documentation from this attorney and to date have not received
sufficient documentation that such stock was ever purchased. Without such
documentation, in the event that any proceeding is commenced, we intend to
vigorously defend.

     The information is hereby incorporated by reference from the Form 10-QSB
filed on May 14, 2002. There have been no other material developments in the
period covered by this report.


                                       10
<PAGE>

ITEM 2. CHANGES IN SECURITIES

     From April 1, 2002 through June 30, 2002, we sold to accredited investors,
through a private offering, (i) 1,126,008 A Units, at a price of $0.75 per unit
(the "A Units"), with each A Unit consisting of (i) One (1) share of Common
Stock of the Company, and (ii) a warrant to purchase up to One (1) share of
Common Stock of the Company at a per share price of One Dollar ($1.00),
exercisable until December 31, 2002, and (ii) 46,666 B Units, at a price of
$0.75 per unit (the "B Units"), with each B Unit consisting of (i) One (1) share
of Common Stock of the Company, and (ii) a warrant to purchase up to One (1)
share of Common Stock of the Company at a per share price of One Dollar ($1.00),
exercisable until June 30, 2003. In connection with this offering, we paid
$31,000 and issued 20,668 A Units in commissions and finder's fees. In addition,
24,998 A Units were issued in commissions related to offerings in the first
quarter of 2002. As of June 30, 2002, all A Units were issued. The gross
proceeds of the offering were $879,505. As of June 30, 2002, of the 1,172,674 A
and B Units sold during the second quarter of 2002, there was a combination of
122,679 A and B Units subscribed but not yet issued. The proceeds will be used
for general working capital purposes. The sales of these securities were made in
reliance upon Rule 506 and Section 4(2) of the Securities Act of 1933.

     On or about March 11, 2002, and March 14, 2002, we sold to an accredited
investor, through a private offering, two convertible promissory notes without
interest in aggregate principal face amount of $200,000, convertible at the
option of the holder into B Units at a conversion price of $0.75 per B Unit. On
or about June 25, 2002 the investor converted both promissory notes into an
aggregate of 266,666 B Units. The proceeds were used for general working capital
purposes. The sales of these securities were made in reliance upon Rule 506 and
Section 4(2) of the Securities Act of 1933.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     No changes during the period covered by this report.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The annual Shareholder Meeting of the Company was held on May 14, 2002.
Proxies for the meeting were solicited pursuant to Regulation 14A under the
Exchange Act. On the proposal to elect one Class 2 Director of the Company,
11,104,993 shares of the Company's voting securities voted on the matter, of
which 11,014,742 shares were voted for Mr. Homer G. Dunn. The Class 1 and Class
3 directors and the Class 1 and Class 3 director positions were not up for
re-election at the Shareholder Meeting. Papken S. Der Torossian and Thomas Holt
are Class 1 directors and their term will expire at the annual meeting following
the close of the 2003 fiscal year. Francis K. Ruotolo and John R. Gaulding are
Class 3 directors and their term will expire at the annual meeting following the
close of the 2002 fiscal year. On the proposal to ratify the selection of Burr,
Pilger & Mayer, LLP, as independent public accountants for the Company for the
fiscal year ending December 31, 2002, 14,612 shares of the Company's voting
securities were abstaining, 11,021,927 shares voted for the proposal and 68,454
shares voted against the proposal.

ITEM 5.  OTHER MATTERS

     No changes during the period covered by this report.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          3.1  Amended and Restated Certificate of Incorporation of the Company
               as listed in Exhibit 3.1 to the Company's 10-KSB filed on March
               22, 2001, is hereby incorporated by reference.

          3.2  Amended and Restated Bylaws of the Company, as listed in Exhibit
               3.2 to the Company's 10-KSB filed on March 22, 2001, are hereby
               incorporated by reference.

          10.1 2000 Stock Option Plan of the Company, as listed in Exhibit 10.1
               to the Company's 10-KSB filed on March 28, 2002, is hereby
               incorporated by reference.

          10.2 Agreement and Plan of Merger dated December 8, 2000 between ANTs
               software inc. and ANTs software.com, as listed in Exhibit 10.2 to
               the Company's 10-KSB filed on March 22, 2001, is hereby
               incorporated by reference.


                                       11
<PAGE>

          10.3 Settlement Agreement and Full Release of All Claims dated January
               11, 2001, between the Company and Frederick D. Pettit, as listed
               in Exhibit 10.3 to the Company's 10-KSB filed on March 22, 2001,
               is hereby incorporated by reference.

          10.4 Separation Agreement dated January 8, 2001, between the Company
               and Francis K. Ruotolo, as listed in Exhibit 10.4 to the
               Company's 10-KSB filed on March 22, 2001, is hereby incorporated
               by reference.

          10.5 Form of Indemnification Agreement signed with officers and
               directors of the Company, as listed in Exhibit 10.5 to the
               Company's 10-KSB filed on March 22, 2001, is hereby incorporated
               by reference.

          10.6 Registration Agreement between the Company and Karen Buechler and
               Eric Scott Buechler dated September 15, 2000, as listed in
               Exhibit 10.6 to the Company's 10-KSB filed on March 22, 2001, is
               hereby incorporated by reference.

          10.7 Registration Agreement between the Company and Arcade Investment
               Limited dated September 7, 2000, as listed in Exhibit 10.7 to the
               Company's 10-KSB filed on March 22, 2001, is hereby incorporated
               by reference.

          10.8 Amended Agreement between the Company and Arcade Investment dated
               October 6, 2000, as listed in Exhibit 10.8 to the Company's
               10-KSB filed on March 22, 2001, is hereby incorporated by
               reference.

          10.9 Form of Registration Agreement between the Company and each of
               Discount Bank and Trust Company, Lemanik Sicav Convertible Bond,
               and Pershing Keen Nominees, as listed in Exhibit 10.9 to the
               Company's 10-KSB filed on March 22, 2001, is hereby incorporated
               by reference.

          99.1 Certification of ANTs software inc. pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002 regarding Quarterly Report on Form
               10-QSB/A (Amendment No. 2) for the quarter ended June 30, 2002

     (b)  Reports on Form 8-K

               On June 25, 2002, we filed on Form 8-K a letter addressed to our
          shareholders bringing them up to date on our progress, which is hereby
          incorporated by reference.

               On August 5, 2002, we filed on Form 8-K a letter addressed to our
          shareholders bringing them up to date on our progress, which is hereby
          incorporated by reference.

RISK FACTORS

     In addition to other information in this 10-QSB, the following risk factors
should be carefully considered in evaluating our business since we operate in a
highly changing and complex business environment that involves numerous risks,
some of which are beyond our control. The following discussion highlights a few
of these risk factors, any one of which may have a significant adverse impact on
our business, operating results and financial condition. As a result of the risk
factors set forth below and elsewhere in this 10-QSB, and the risks discussed in
our other Securities and Exchange Commission filings, actual results could
differ materially from those projected in any forward-looking statements.

     A failure to obtain additional financing could prevent us from executing
our business plan. We anticipate that current cash resources will be sufficient
to fund our operations through September 2002 at our current rate of spending.
We believe that, due to a poor investment climate, securing additional sources
of financing to enable us to complete the development and commercialization of
our proprietary technologies will be difficult and there is no assurance of our
ability to secure such financing. A failure to obtain additional funding could
prevent us from making expenditures that are needed to pay current obligations,
allow us to hire additional personnel and continue development of the
technology. If we raise additional funds by selling equity 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.

     If we are unable to protect our intellectual property, our competitive
position would be adversely affected. We rely on patent protection, as well as
trademark and copyright law, trade secret protection and confidentiality
agreements with our employees and others to protect our intellectual property.
Despite our precautions, unauthorized third parties may copy our products and
services or reverse engineer or obtain and use information that we regard as
proprietary. We have also filed patent applications and intend to file more. We
do not know if any of our intended future patents will be issued or whether we
will be successful in prosecuting any


                                       12
<PAGE>

additional patents. In addition, the laws of some foreign countries do not
protect proprietary rights to the same extent as do the laws of the United
States. Our means of protecting our proprietary rights may not be adequate and
third parties may infringe or misappropriate our patents, copyrights, trademarks
and similar proprietary rights. If we fail to protect our intellectual property
and proprietary rights, our business, financial condition and results of
operations would suffer. We believe that we do not infringe upon the proprietary
rights of any third party, and no third party has asserted a patent infringement
claim against us. It is possible, however, that such a claim might be asserted
successfully against us in the future. We may be forced to suspend our
operations to pay significant amounts to defend our rights, and a substantial
amount of the attention of our management may be diverted from our ongoing
business, which can materially affect our ability to attain and maintain
profitability.

     We face possible competition from large companies. The industry that we are
in is highly competitive. Although we believe that our technology is unique, can
be protected, and, if adopted, will confer benefits that will be otherwise
unavailable for some significant time, we face very large competitors with
greater resources who may adopt various strategies to block or slow our market
penetration, thereby straining our more limited resources. They may also seek to
hinder our operations through attempts to recruit key staff with exceptionally
attractive terms of employment, including signing bonuses, or by offer of highly
competitive terms to potential or newly acquired customers.

     We depend on our key personnel and may have difficulty attracting and
retaining the skilled staff we need to execute our growth plans. Our success
will be dependent largely upon the personal efforts of our Chairman and Chief
Executive Officer, Francis K. Ruotolo, as well as other senior managers. The
loss of key staff could have a material adverse effect on our business and
prospects. To execute our plans, we will need to hire additional staff and
retain current employees. If we are sufficiently funded, we plan to increase our
technical personnel. Competition for highly skilled employees with technical,
management, marketing, sales, product development and other specialized training
is intense. We may not be successful in attracting or retaining such qualified
personnel. Specifically, we may experience increased costs in order to attract
and retain skilled employees. If we are unable to hire, train and manage new
skilled and experienced employees as needed, we would be unable to support our
planned growth and future operations.

     We face rapid technological change. The market for our products and
services is characterized by rapidly changing technologies, extensive research
and the introduction of new products and services. We believe that our future
success will depend in part upon our ability to continue to enhance our existing
products and to develop, manufacture and market new products and services. As a
result, we expect to continue to make a significant investment in engineering,
research and development. There can be no assurance that we will be able to
develop and introduce new products and services or enhance our initial intended
products and services in a timely manner to satisfy customer needs, achieve
market acceptance or address technological changes in our target markets.
Failure to develop products and services and introduce them successfully and in
a timely manner could adversely affect our competitive position, financial
condition and results of operations.

     We may need to manage growth well. We may experience substantial growth in
the size of our staff and the scope of our operations, resulting in increased
responsibilities for management. To manage this possible growth effectively, we
will need to continue to improve our operational, financial and management
information systems and to hire, train, motivate and manage a growing number of
staff. We expect to experience difficulty in filling our needs for qualified
engineers and other personnel. There can be no assurance that we will be able to
effectively achieve or manage any future growth, and our failure to do so could
delay product development cycles and market penetration or otherwise have a
material adverse effect on our financial condition and results of operations.

     We could face information and product liability risks and may not have
adequate insurance. Because we intend to provide middleware solutions to
critical business and Internet applications, we may become the subject of
litigation alleging that our products were ineffective or disruptive in their
treatment of data, or in the compilation, processing or manipulation of critical
business information. Thus, we may become the targets of lawsuits from injured
or disgruntled businesses or other users. We do not presently carry product or
information liability or errors and omissions insurance, and although we intend
to acquire such insurance prior to commencing substantial sales, such insurance
may not be available in an acceptable or affordable form. In the event that we
are required to defend more than a few such actions, or in the event that we
were found liable in connection with such an action, our business and operations
would be severely and materially adversely affected.


                                       13
<PAGE>

     We are dependent on new demand for our products and services. The success
of our business depends upon demand for and use of our technology, products and
services in general and the demand for additional computing power, cost
effectiveness and speed in particular. Our technology introduces a new kind of
middleware, so we may encounter substantial market resistance. In the event
sufficient demand does not develop, our business and results of operations would
be materially adversely affected. We believe that there appears to be increased
demand for computing power, cost effectiveness and speed, but if general
economic conditions decline or hardware and memory advances make such power,
cost effectiveness and speed more readily available, then adoption, use and
sales of our products and services may be materially adversely affected.

     We will need to continue our product development efforts. We believe that
our market will be characterized by increasing technical sophistication. We also
believe that our eventual success will depend on our ability to continue to
provide increased and specialized technical expertise. There is no assurance
that we will not fall technologically behind competitors with greater resources.
Although we believe that we enjoy a significant lead in our product development
and introduction, and are hopeful that our patents provide some protection, we
will likely need significant additional capital in order to continue to enjoy
such a technological lead over competitors with more resources.

     Market acceptance of our products and services is not guaranteed. We are at
an early stage of development and our earnings will depend upon broad market
acceptance and utilization of our intended products and services. There can be
no assurance that our product and technology development efforts will result in
new products and services, or that they will be successfully introduced.

     Future profitability is not guaranteed. We have not recognized any
operating revenues to date. Assuming we are able to secure sufficient financing,
we expect to begin recognizing revenues from the sale of products and services
in calendar 2002. There is no assurance that our plans will be realized, that we
will be able to generate revenues in 2002 or that we will achieve profitability
in the future.

     Limited market for our common stock. Our common stock is not listed on any
exchange and trades in the over-the-counter (the "OTC") market. As such, the
market for our common stock is limited and is not regulated by the authorities
of any exchange. Further, the price of our common stock and its volume in the
OTC market may be subject to wide fluctuations.

     We focus on the research and development of our proprietary technologies.
Our present focus is on the research and development of our proprietary
technologies. We believe that, given sufficient funding, these technologies will
be the basis for the development of highly marketable commercial products.
However, there can be no assurance of this and it is possible that our
proprietary technologies have no commercial benefit or potential. In addition,
from our inception to the present, we have had no commercial products and have
not recognized any operating revenues.

     We have a long corporate existence and were inactive during much of our
corporate history. We were formed as the Sullivan Computer Corporation,
incorporated in Delaware in January 1979. We were privately owned until late
1986, at which time our common stock began trading in the over-the-counter
market. This was a result of the registration of our common stock pursuant to
the merger with CHoPP Computer Corporation, a British Columbia corporation.
During the period from mid-1987 through late 1999, we had few or no employees.
Our operating activities were limited and were largely administered personally
by our former Chairman, Donald R. Hutton. Due to the passage of time and the
poor condition of financial and other records, there can be no assurance that
all matters have been addressed at this date.


                                       14
<PAGE>

                                   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: February 13, 2003                 By: /s/ Francis K. Ruotolo
                                           -------------------------------------
                                           Francis K. Ruotolo, Chairman,
                                           Chief Executive Officer and President


Date: February 13, 2003                 By: /s/  Kenneth Ruotolo
                                           -------------------------------------
                                           Kenneth Ruotolo
                                           Chief Financial Officer and Secretary

                                 CERTIFICATIONS

I, Francis K. Ruotolo, certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB/A of ANTs
          software inc.;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report; and

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report.


Date: February 13, 2003                 /s/ Francis K. Ruotolo
                                        ----------------------------------------
                                        Francis K. Ruotolo, Chairman,
                                        Chief Executive Officer and President

I, Kenneth Ruotolo, certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB/A of ANTs
          software inc.;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report; and

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report;


Date: February 13, 2003                 /s/  Kenneth Ruotolo
                                        ----------------------------------------
                                        Kenneth Ruotolo
                                        Chief Financial Officer and Secretary


                                       15