10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2006

o Transition Report Under to Section 13 or 15 (d) of the Securities Exchange Act of 1934

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)

700 Airport Blvd., Suite 300, Burlingame, California 94010

 (Address of principal executive offices including zip code)

(650) 931-0500

(Registrant’s telephone number, including Area Code)

Securities registered under Section 12(b) of the Act:  None

Securities Registered under Section 12(g) of the Act:  Common Stock, $0.0001 par value

Check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o   No x

Check whether the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act.  Yes o No x

Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 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.  x Yes   o  No

Check if disclosure of delinquent filers in pursuant to Item 405 of Regulation S-K (section 2229.405 of this chapter) is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Check whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Act).  

Large accelerated filer o   Accelerated filer x   Non-accelerated filer  o

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. As of June 30, 2006 the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $115 million based on the average bid and asked price of such common stock as reported on the NASD Bulletin Board system.  Shares of common stock held by each officer and director and each person who owns more than 10% or more of the outstanding common stock have been excluded because these persons may be deemed to be affiliates.  The determination of affiliate status for purpose of this calculation is not necessarily a conclusive determination for other purposes.

The issuer had shares of common stock outstanding as of March 1, 2007 of 55,819,785.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2007 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of the end of the fiscal year ended December 31, 2006, are incorporated by reference in Part III hereof.  Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part hereof.

Explanatory Note

This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) hereby amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, which ANTs software inc. (the “Company”) filed with the Securities and Exchange Commission on March 15, 2007.  The sole purpose of this amendment is to correct the inadvertent omission of the performance graph from Item 5.

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ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) Price Range of Common Stock

The Company’s common equity is traded on the Over-The-Counter Bulletin Board (“OTCBB”) under the symbol “ANTS”.

The following is the range of high and low closing bid prices of the Company’s stock, for the periods indicated below.  This information was obtained from Yahoo! Finance Historical Quotes, and can be found at the following Internet address: http://finance.yahoo.com/q/hp?s=ANTS.OB.

	High		Low
Quarter Ended December 31, 2006	$	2.85	$	1.99
Quarter Ended September 30, 2006		2.29		2.00
Quarter Ended June 30, 2006		3.03		2.11
Quarter Ended March 31, 2006		2.65		2.00
Quarter Ended December 31, 2005	$	2.90	$	1.80
Quarter Ended September 30, 2005		3.10		1.94
Quarter Ended June 30, 2005		3.40		2.10
Quarter Ended March 31, 2005		4.05		2.10
Quarter Ended December 31, 2004	$	2.18	$	1.04
Quarter Ended September 30, 2004		2.17		1.60
Quarter Ended June 30, 2004		2.25		1.80
Quarter Ended March 31, 2004		2.95		0.80

The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.

As of March 1, 2007 there were 55,819,785 shares of common stock issued and outstanding and 1,434 registered holders of record of the Company’s common stock.

COMPANY STOCK PRICE PERFORMANCE

The following information shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission nor shall this information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that ANTs specifically incorporates it by reference into a filing.

The graph below compares the cumulative total shareholder return on ANTs software, inc. (ANTs) common stock for the last five full fiscal years with the cumulative return on the NASDAQ composite and the Peer group for the same period. The graph assumes that $100 was invested in ANTs common stock and in each of the other indices on December 31, 2001 and that all dividends were reinvested. ANTs has never paid cash dividends on its stock. The comparisons in the graph below are based on historical data, with ANTs common stock prices based on the closing price on the dates indicated and are not intended to forecast the possible future performance of ANTs common stock.

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* $100 invested on 12/31/01 in stock or indices-including reinvestment of dividends. Fiscal year ending December 31.

	2001		2002		2003		2004		2005		2006
ANTs software inc.	$	100.00	$	44.44	$	51.66	$	121.10	$	115.54	$	134.43
NASDAQ Composite	$	100.00	$	68.76	$	103.68	$	113.18	$	115.57	$	127.58
Peer Group	$	100.00	$	70.21	$	103.45	$	85.95	$	86.63	$	75.98

(b) Dividend Policy

The Company has not declared or paid cash dividends or made distributions in the past, and it does not anticipate that it will pay cash dividends or make distributions in the foreseeable future.

(c) Recent Sales of Unregistered Securities

In December 2006 the Company’s Board of Directors approved the terms of a private offering to raise working capital. The private offering consists of units (the “J Units”) sold at a per unit price of $50,000 with each J Unit comprised of (i) 14,285 shares of common stock of the Company (issued at a per share price of $1.75) and (ii) a convertible promissory note (the “Note”) with an initial face value of $25,000. In December 2006, the Company entered into agreements with accredited investors to purchase 40 J Units, raising $2,000,000. Pursuant to the sale, the Company issued 571,400 shares of common stock of the Company and issued Notes with an initial face value of $1,000,000. The Notes bear interest at the rate of 10% per annum (simple interest) due and payable at the end of each fiscal quarter. The Notes mature 24 months from the issuance date, and are convertible into shares of the Company’s common stock, at the election of the holder, at a per share price of $2.00.  The Notes are prepayable without penalty upon 30 days notice.  The Notes are convertible at the election of the Company upon a certain event, and if converted at the election of the Company, the Company has agreed to register the shares of stock issuable upon conversion. The Company paid $40,000 in cash commissions and will issue 10,380 shares of common stock of the Company to a placement agent for services related to the J Unit sales. The net proceeds will be used to fund operations. The sales of these securities were made in reliance upon Rule 506 and Section 4(2) of the Securities Act of 1933.

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In January 2007, the Company sold an additional 180 J Units to accredited investors for an aggregate investment of $9,000,000. The terms and conditions of the additional 180 J units are identical to those sold in December 2006 as noted above. Pursuant to the sales, the Company will issue investors (i) 2,571,300 shares of common stock of the Company, and (ii) Notes with an initial face value of $4,500,000. The Company paid $900,000 in cash commissions and will issue 163,620 shares of common stock of the Company to a placement agent for services related to the J Unit sales. The net proceeds will be used to fund operations. The sales of these securities were made in reliance upon Rule 506 and Section 4(2) of the Securities Act of 1933.

In March 2007, the Company sold an additional 14 J Units to accredited investors for an aggregate investment of $700,000. The terms and conditions of the additional 14 J units are identical to those sold in December 2006 as noted above. Pursuant to the sales, the Company will issue investors (i) 199,990 shares of common stock of the Company, and (ii) Notes with an initial face value of $350,000. The Company will pay $70,000 in cash commissions and will issue 12,726 shares of common stock of the Company to a placement agent for services related to the J Unit sales. The net proceeds will be used to fund operations. The sales of these securities were made in reliance upon Rule 506 and Section 4(2) of the Securities Act of 1933.

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 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

I, Joseph Kozak, President and Chief Executive Officer and President of ANTs software inc., certify that:

1.	I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of ANTs software inc. (the “Company”);
2.	Based on my knowledge, this Amendment No. 1 to the Annual Report on Form 10-K/A 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 report;

Date:  June 27, 2007
	By:	/s/Joseph Kozak
		Joseph Kozak, Chief Executive Officer and President

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EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 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

I, Kenneth Ruotolo, Chief Financial Officer and Secretary of ANTs software inc., certify that:

1.	I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of ANTs software inc. (the “Company”);
2.	Based on my knowledge, this Amendment No. 1 to the Annual Report on Form 10-K/A 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 report;

Date:  June 27, 2007
	By:	/s/ Kenneth Ruotolo
		Kenneth Ruotolo, Chief Financial Officer and Secretary

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