SC 13G/A 1 a6629073.htm ANTS SOFTWARE, INC. SC 13G/A a6629073.htm
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
 


SCHEDULE 13G/A
(Rule 13d-102)


ANTs software, inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

037271103
(CUSIP Number)

January 1, 2011
(Date of event which requires filing of this statement)



Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:


     o  Rule 13d-1(b)
     x  Rule 13d-1(c)
     o  Rule 13d-1(d)


____________________
     *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 
 
CUSIP No. 037271103                 13G/A
 
       
(1)  
NAMES OF REPORTING PERSONS
 
   
I.R.S. IDENTIFICATION NO.
 
   
OF ABOVE PERSONS (ENTITIES ONLY)
 
     
Constantin Zdarsky
(2)  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
 
      (a) [  ]
      (b) [  ]
(3)  
SEC USE ONLY
 
(4)  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
   
Germany
 
NUMBER OF
 
(5)  SOLE VOTING POWER
 
SHARES
     
BENEFICIALLY
 
30,859,677 shares of Common Stock
 
OWNED BY
 
(Includes 9,845,700 common shares, warrants to purchase
 
EACH
 
7,502,151 shares of Common Stock, Series A Convertible
 
REPORTING
 
Preferred Stock convertible into 11,938,248 shares of Common
 
PERSON WITH
 
Stock
 
   
 
 
   
(6)  SHARED VOTING POWER
 
       
     
   
(7)  SOLE DISPOSITIVE POWER
 
       
   
30,859,677 shares of Common Stock
 
   
(Includes 9,845,700 common shares, warrants to purchase
 
   
7,502,151 shares of Common Stock, Series A Convertible Preferred
 
   
Stock convertible into 11,938,248 shares of Common Stock
 
   
 
 
   
(8)  SHARED DISPOSITIVE POWER
 
       
     
(9)  
AGGREGATE AMOUNT BENEFICIALLY OWNED
 
   
BY EACH REPORTING PERSON
 
       
   
30,859,677 shares of Common Stock
 
   
(Includes 9,845,700 common shares, warrants to purchase 7,502,151
 
   
shares of Common Stock, Series A Convertible Preferred Stock
 
   
convertible into 11,938,248 shares of Common Stock
 
   
 
 
   
 
 
 
 
 
 

 
 
 
       
(10)   CHECK BOX IF THE AGGREGATE AMOUNT   
    IN ROW (9) EXCLUDES CERTAIN SHARES **  [  ]
       
(11)   PERCENT OF CLASS REPRESENTED   
    BY AMOUNT IN ROW (9)   
    14.4%   
       
    (The shares of Common Stock underlying the Reporting Person's   
    Common Stock warrants, Series A Convertible Preferred Stock    
    Warrants and Series A Convertible Preferred Stock were deemed    
    outstanding for the purpose of computing the percent of outstanding   
    securities of the class owned by such person. Beneficial ownership   
    is determined in accordance with the rules of the Securities and   
    Exchange Commission and derives from either voting or investment   
    power with respect to securities. 214,431,606 shares of Common   
    Stock are deemed to be beneficially owned for purposes hereof upon   
    conversion of the Preferred Stock, shares issuable upon the   
    exercise of Preferred Stock Warrants followed by conversion of the   
    Preferred Stock, shares issuable upon the conversion of Promissory   
    Notes, or shares of Common Stock issuable upon exercise of warrants   
    and options currently exercisable, or exercisable within 60 days of January 1, 2010.)   
       
(12)   TYPE OF REPORTING PERSON **   
    IN  
       
 
 
 
 

 
 
CUSIP No. 037271103                 13G/A


Item 1(a).     Name of Issuer:

     ANTs software, Inc. (the "Company")

Item 1(b).     Address of Issuer's Principal Executive Offices:

     71 Stevenson St, Suite 400, San Francisco, CA 94105

Item 2(a).     Name of Person Filing:

     Constantin Zdarsky

Item 2(b).     Address of Principal Business Office or, if None, Residence:

     C/O Mr. Tim Hanlon, Attorney-at-Law, Alley, Maass, Rogers & Lindsay,
P.A., 321 Royal Poinciana Plaza, South, Palm Beach, FL 33840-0431.
 
 
 

 
 
CUSIP No. 037271103                 13G/A


Item 2(c).     Citizenship:

     Germany

Item 2(d).     Title of Class of Securities:

     Common Stock

Item 2(e).  CUSIP Number:
     037271103

Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

          (a)  [  ]  Broker or dealer registered under Section 15 of the Act,

          (b)  [  ]  Bank as defined in Section 3(a)(6) of the Act,

          (c)  [  ]  Insurance Company as defined in Section 3(a)(19) of the Act,

          (d)  [  ]  Investment Company registered under Section 8 of the Investment Company Act of 1940,

          (e)  [  ]  Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),

          (f)  [  ]  Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),

          (g)  [  ]  Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),

          (h)  [  ]  Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

          (i)  [  ]  Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

          (j)  [  ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

     If this statement is filed pursuant to Rule 13d-1(c), check the box.[X]
 
 
 

 
 
CUSIP No. 037271103                  13G/A

Item 4.   Ownership.

             (a) Amount beneficially owned:  30,859,677 shares of Common Stock which includes 9,845,700 common shares, warrants to purchase 7,502,151 shares of Common Stock, Series A Convertible Preferred Stock convertible into 11,938,248 shares of Common Stock.
 
             (b) Percent of class: 14.4% (The shares of Common Stock underlying the Reporting Person's Common and Preferred Stock Warrants were deemed outstanding for the purpose of computing the percent of outstanding securities of the class owned by such person.)

             (c) Number of shares as to which such person has:

                (i) Sole power to vote or direct the vote: 30,859,677 shares of Common Stock which includes 9,845,700 common shares, warrants to purchase 7,502,151 shares of Common Stock, Series A Convertible Preferred Stock convertible into 11,938,248 shares of Common Stock.

               (ii) Shared power to vote or direct the vote: 0

              (iii) Sole power to dispose or direct the disposition: 30,859,677 shares of Common Stock which includes 9,845,700 common shares, warrants to purchase 7,502,151 shares of Common Stock, Series A Convertible Preferred Stock convertible into 11,938,248 shares of Common Stock.
 
(iv) Shared power to dispose or direct the disposition: 0

Item 5.     Ownership of Five Percent or Less of a Class.

Not applicable.
 
 
 

 
 
CUSIP No. 037271103                13G/A

Item 6.     Ownership of More than Five Percent on Behalf of Another Person.

None

Item 7.     Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.     Identification and Classification of Members of the Group.

Not applicable.

Item 9.     Notice of Dissolution of Group.

Not applicable.

Item 10.    Certification.

     Each of the Reporting Persons hereby makes the following certification:

          By  signing  below I certify  that, to the  best of my  knowledge  and belief, the securities  referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing  the control of the issuer of the  securities  and were not acquired and are not held in  connection with or as a participant in any transaction having that purpose or effect.
 
 
 

 
 
CUSIP No. 037271103                13G/A
 
SIGNATURES
 
After  reasonable  inquiry  and to the best of our  knowledge  and  belief,  the undersigned  certify that the  information  set forth in this statement is true, complete and correct.
 
 
DATED:  March 1, 2011      
         
    /s/  Constantin Zdarsky   
      Constantin Zdarsky