8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): January 15, 2009
                               (January 13, 2009)

                               ANTs software inc.
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             (Exact name of Registrant as specified in its charter)

         Delaware                     000-16299                 13-3054685
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(State or other jurisdiction        (Commission               (I.R.S. Employer
     of incorporation)              File Number)             Identification No.)


         700 Airport Blvd., Suite 300
                 Burlingame, CA                                     94010
    (Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code: (650) 931-0500


                                       N/A
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          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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Item 4.01 Changes in Registrant's Certifying Accountant.

     (a) On January 13, 2009, the registrant  terminated the engagement of Burr,
Pilger,  Mayer  LLP  ("BPM")  as the  Company's  independent  registered  public
accounting firm. The decision to change accountants was recommended and approved
by the Audit Committee of the Board of Directors of the registrant.

     BPM's audit report on the financial statements of the Company as of and for
the two most recent years ended December 31, 2007  contained no adverse  opinion
or disclaimer  of opinion and was not  qualified or modified as to  uncertainty,
audit scope, or accounting principles.

     During the  registrant's  two most recent  fiscal years and any  subsequent
interim period  preceding the  termination  of BPM, there were no  disagreements
with  BPM on  any  matter  of  accounting  principles  or  practices,  financial
statement disclosure,  or auditing scope or procedure,  which disagreement(s) if
not resolved to the satisfaction of BPM, would have caused BPM to make reference
to the subject matter of the disagreement(s) in connection with its report.

     During  the  Company's  two most  recent  fiscal  years and any  subsequent
interim  period  preceding the  dismissal of BPM,  there have been no reportable
events of the type required to be disclosed by Item  304(a)(1)(v)  of Regulation
S-K.

     The Company has provided BPM with a copy of the disclosures it is making in
response to Item 304(a) of Regulation  S-K. The Company has  requested  that BPM
review the  disclosures  and furnish the Company with a letter  addressed to the
Commission  stating whether it agrees with the statements made by the Company in
response to Item 304(a) of Regulation  S-K and, if not,  stating the respects in
which it does not agree. Such letter is attached hereto as exhibit 16.2.

     (b) On  January  15,  2009,  the  Company  engaged  Weiser,  LLP as its new
independent accountant.  Prior to the engagement, and for the preceding two most
recent fiscal years and any subsequent  interim period prior to the  engagement,
the  registrant  did  not  consult  with  Weiser,   LLP  regarding  either:  the
application  of  accounting  principles  to any  specified  transaction,  either
completed  or proposed;  or the type of audit  opinion that might be rendered on
the  registrant's  financial  statements,  and where either a written report was
provided to the  registrant or oral advice was provided that the new  accountant
concluded was an important  factor  considered  by the  registrant in reaching a
decision as to the  accounting,  auditing or financial  reporting  issue; or any
matter that was either the subject of a  disagreement  (as defined in  paragraph
(a)(1)(iv)  and the related  instructions  of item 304 of  Regulation  S-K) or a
reportable event (as described in paragraph  (a)(1)(v) of item 304 of Regulation
S-K).

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

     16.1 Letter re: change in Certifying Accountants
     16.2 Letter from Burr, Pilger & Mayer LLP


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.

                                        ANTs software inc.

Dated: January 15, 2009

                                    By: /s/ Kenneth Ruotolo
                                        ----------------------------------------
                                        Kenneth Ruotolo, Chief Financial Officer

EX-16.1

Company Letterhead

                                  Exhibit 16.1

January 13, 2009


Mr. Michael Benjamin
Partner
BURR PILGER MAYER, LLP
600 California Street, Suite 1300
San Francisco, CA 94108

Re:    Letter on change of certifying accountant pursuant to Regulation SK,
       Section 304(a)(3)

Dear Michael:

     Pursuant to resolutions passed by the Audit Committee of the Board of
Directors of ANTs software inc., we are changing our independent auditors and
will no longer be requiring the services of Burr, Pilger, Mayer LLP.

     I am forwarding a copy of a current report on Form 8K which will be filed
on or about January 15, 2009 with the SEC. Pursuant to Regulation SK, Section
304(a)(3) we hereby request that your firm furnish us with a letter, addressed
to the SEC, stating whether your firm agrees with the statements made in the
disclosure set out as Item 4(a) in the Form 8K and, if not, stating the respects
in which your firm does not agree.

     Please provide this letter as promptly as possible so that we can file the
letter with the SEC within ten (10) business days of the filing of the Form 8K.

     Your firm may provide us with an interim letter highlighting specific areas
of concern and indicating a subsequent, more detailed letter will be forthcoming
within the ten (10) business days noted above if need be.

     I look forward to your timely response to this request.

                                    Very truly yours,

                                    /s/ Kenneth Ruotolo
                                    -----------------------
                                    Kenneth Ruotolo,
                                    Chief Financial Officer

EX-16.2

                                  Exhibit 16.2


January 15, 2009


Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549


Commissioners:

We have read Item 4.01 of Form 8-K, dated January 15, 2009, of ANTs software
inc. and agree with the statements referencing our Firm in such 8-K.


Very truly yours,


/s/ Burr, Pilger & Mayer LLP
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Burr, Pilger, & Mayer LLP