Anticus International (ATCI) 10-Q 2009 Q2 Quarterly report

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

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2008

COMMISSION FILE NUMBER:  333-101420 

ANTICUSINTERNATIONALCORPORATION
(Exact name of small business issuer as specified in its charter)

Nevada	98-0375504
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1155 Rene-Levesque Quest, Suite 2500
Montreal, Quebec, Canada H3B 2K4
(Address of principal executive offices)

(514) 992-1391
(Registrants telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. [X]Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company; as defined within Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company

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

The number of shares outstanding of each of the issuer's classes of common equity as of December 31, 2008:
46,978,294 shares of common stock

1

ANTICUSINTERNATIONALCORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)

		Contents
			Page
			Number
PART I		FINANCIAL INFORMATION
Item	1	Interim Financial Statements
		December 31, 2008
		Balance Sheet	3
		Statement of Stockholder’s Equity	4
		Statement of Operations	7
		Statement of Cash Flows	8
		Notes to the Interim Financial Statements	9
Item	2	Management's Discussion and Analysis of Financial Condition
		and Results of Operations	15
Item	3	Quantitative and Qualitative Disclosures About Market Risk	16
Item	4T	Controls and Procedures	17
Part II		OTHER INFORMATION
Item	1	Legal Proceedings	18
Item	2	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item	3	Defaults Upon Senior Securities	18
Item	4	Submission of Matters to a Vote of Security Holders	18
Item	5	Other Information	18
Item	6	Exhibits	18
SIGNATURES			19

2

ANTICUSINTERNATIONALCORPORATION
(A DEVELOPMENT STAGE COMPANY)
Balance Sheets
December 31, 2008
(Expressed in U.S. Funds)
(Unaudited)

	December 31,			June 30,
		2008		2008
		(Unaudited)
Assets
Current assets:
Cash	$	21,048	$	19,238
Prepaid expenses		1,355		27,909
Receivable from taxing authorities		32,481		23,867
Total current assets		54,884		71,014
Deferred loan fees, net		7,343		10,366
Intangible asset		337,536		410,736
Laboratory equipment		2,556		3,125
Web site development		9,994		13,010
Industrial equipment, net (Note 6)		26,649		-
		384,078		437,237
Total assets	$	438,962	$	508,251
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses		50,808		34,010
Accrued interest on convertible debentures		12,449		4,362
		63,257		38,372
Long term liabilities
Convertible debenture including accrued interest		200,000		200,000
Total liabilities		263,257		238,372
Stockholders' equity:
Authorized common stock, 75,000,000 shares, $.001 par value;
Issued and outstanding:
46,978,294 shares at December 31, 2008, and
43,644,960 shares at June 30, 2008		46,979		43,645
Additional paid-in capital		2,313,281		2,128,615
Deficit accumulated during development stage		(2,183,670)		(1,901,496)
Other comprehensive income		(885)		(885)
Total stockholders' equity		175,705		269,879
Total liabilities and shareholders’ equity	$	438,962	$	508,251
/s/Daniel Trudeau
Principal Financial Officer

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

3

ANTICUSINTERNATIONALCORPORATION
(A DEVELOPMENT STAGE COMPANY)
Interim Statement of Stockholder’s Equity
From May 1, 2002 (inception) to December 31, 2008
(Expressed in U.S. Funds)
(Unaudited)

							Deficit
							Accumulated				Total
	Price				Additional		During	Other			Stockholders’
	Per	Common Stock			Paid-In		Development	Comprehensive			Equity
	Share	Shares	Amount		Capital		Stage	Gain (Loss)			(Deficit)
Inception, May 1, 2002	-	- $	-	$	-	$	-	$	-	$	-
Shares issued for cash at $0.001	$ 0.0001	9,000,000	9,000		(8,000)		-		-		1,000
Net loss for the period		-	-		-		(1,013)		-		(1,013)
Balance June 30, 2002		9,000,000	9,000		(8,000)		(1,013)		-		(13)
July 15, 2002
Shares issued for cash at $0.01	0.0011	14,400,000	14,400		1,600		-		-		16,000
Net loss for the year		-	-		-		(17,250)		-		(17,250)
Balance June 30, 2003		23,400,000	23,400		(6,400)		(18,263)		-		(1,263)
March 31, 2004
Shares issued for cash at $0.01	0.0111	450,000	450		4,550		-		-		5,000
May 31, 2004
Shares issued for cash at $0.01	0.0111	6,300,000	6,300		63,700		-		-		70,000
Net loss for the year		-	-		-		(38,587)		-		(38,587)
Balance June 30, 2004		30,150,000	30,150		61,850		(56,850)		-		35,150
Shares to be issued for debt settled
(Note 6(b))		-	-		115,000		-		-		115,000
Net loss for the year		-	-		-		(198,374)		-		(198,374)
Balance June 30, 2005		30,150,000	30,150		176,850		(255,224)		-		(48,224)
July 1, 2005
Shares issued for services	0.0252	924,265	924		22,385		-		-		23,309
July 12, 2005
Shares issued for services	0.1200	50,000	50		5,950		-		-		6,000
July 19, 2005
Shares issued for services	0.2000	66,286	66		13,191		-		-		13,257
July 27, 2005
Shares issued for services	0.2500	52,669	53		13,115		-		-		13,168
July 28, 2005
Shares issued for license agreement	0.2400	100,000	100		23,900		-		-		24,000
September 2, 2005
Shares issued for license agreement	0.2600	200,000	200		51,800		-		-		52,000
September 7, 2005
Shares issued for services	0.2600	228,872	229		59,278		-		-		59,507
October 18, 2005
Shares issued for services	0.1700	171,872	172		29,046		-		-		29,218
October 25, 2005
Recognition of compensation
on option grants		-	-		4,850		-		-		4,850
January 23, 2006
Recognition of compensation
on option grants		-	-		7,830		-		-		7,830
January 27, 2006
Shares issued for services	0.0850	172,765	173		14,512		-		-		14,685
January 30, 2006
Shares issued for services	0.0900	200,000	200		17,800		-		-		18,000

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

4

ANTICUSINTERNATIONALCORPORATION
(A DEVELOPMENT STAGE COMPANY)
Interim Statement of Stockholder’s Equity
From May 1, 2002 (inception) to December 31, 2008
(Expressed in U.S. Funds)
(Unaudited)

								Deficit
								Accumulated				Total
	Price					Additional		During	Other			Stockholders’
	Per	Common Stock				Paid-In		Development	Comprehensive			Equity
	Share	Shares		Amount		Capital		Stage	Gain (Loss)			(Deficit)
April 18, 2006
Shares issued for services	0.18	227,500		228		40,722		-		-		40,950
April 19, 2006
Recognition of compensation
on option grants		-		-		14,030		-		-		14,030
April 20, 2006
Shares issued for license agreement	0.20	2,310,000		2,310		459,690		-		-		462,000
May 31, 2006
Shares issued for cash	0.25	500,000		500		124,500		-		-		125,000
June 12, 2006
Shares issued for cash	0.25	100,000		100		25,900		-		-		25,000
June 15, 2006
Shares issued for cash	0.25	45,000		45		11,586		-		-		11,631
Estimated value of rent
charged to operations		-		-		3,600		-		-		3,600
Estimated value of services
charged to operations		-		-		10,000		-		-		10,000
Other comprehensive gain		-		-		-		-		29		29
Net loss for the year		-		-		-		(412,544)		-		(412,544)
Balance, June 30, 2006		35,499,229	$	35,499	$	1,129,535	$	(667,768)	$	29	$	497,295
August 14, 2006
Shares issued for services	0.23	75,016		75		18,679		-		-		18,754
August 17, 2006
Shares issued for cash	0.25	100,000		100		24,900		-		-		25,000
August 21, 2006
Shares issued for services	0.24	125,000		125		29,875		-		-		30,000
August 31, 2006
Shares issued for cash	0.25	60,000		60		14,940		-		-		55,000
October 3, 2006
Shares issued for license agreement	0.18	1,500,000		1,500		268,500		-		-		270,000
May 28, 2007
Shares issued for cash	0.07	5,714,286		5,715		399,336		-		-		405,051
Offering costs				-		(36,153)						(36,153)
Recognition of compensation on
option grants
October 3, 2006		-		-		6,405		-		-		6,405
December 15, 2006		-		-		22,550		-		-		22,550
March 15, 2007		-		-		22,550		-		-		22,550
June 15, 2007		-		-		22,550		-		-		22,550
Other comprehensive gain		-		-		-		-		2,658		2,658
Net loss for the period		-		-		-		(529,227)		-		(529,227)
Balance, June 30, 2007		43,073,531	$	43,074	$	1,923,667	$	(1,196,995)	$	2,687	$	772,433

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

5

ANTICUSINTERNATIONALCORPORATION
(A DEVELOPMENT STAGE COMPANY)
Interim Statement of Stockholder’s Equity
From May 1, 2002 (inception) to December 31, 2008
(Expressed in U.S. Funds)
(Unaudited)

							Deficit
							Accumulated				Total
	Price					Additional	During	Other			Stockholders’
	Per	Common Stock				Paid-In	Development	Comprehensive			Equity
	Share	Shares		Amount		Capital	Stage	Gain (Loss)			(Deficit)
August 15, 2007
Shares issued for
settlement of indebtedness	0.04	571,429		571		22,286	-		-		22,857
Recognition of value of warrants
in settlement of indebtedness						12,349					12,349
Recognition of compensation on
option grants
July 1, 2007		-		-		22,549	-		-		22,549
August 24, 2007		-		-		1,041	-		-		1,041
September 15, 2007		-		-		22,550	-		-		22,550
November 24, 2007		-		-		1,041	-		-		1,041
January 17, 2008		-		-		105,850	-		-		105,850
February 14, 2008		-		-		15,200	-		-		15,200
February 24, 2008		-		-		1,041	-		-		1,041
May 24, 2008		-		-		1,041	-		-		1,041
Other comprehensive gain (loss)		-		-		-	-		(3,572)		(3,572)
Net loss for the period		-		-		-	(704,501)		-		(704,501)
Balance, June 30, 2008		43,644,960	$	43,645	$	2,128,615	$ (1,901,496)	$	(885)	$	269,880
July 9, 2008
Issue of common stock, net of
transaction costs of $3,529 (Note 7)	0.06	1,666,667		1,667		53,627	-				55,294
Warrants issued, net of
transaction costs of $2,471 (Note 7)						38,706					38,706
November 6, 2008
Issue of common stock, net of
transaction costs of $3,412 (Note 7)	0.06	1,666,667		1,667		56,658	-				58,325
Warrants issued, net of
transaction costs of $2,588 (Note 7)						35,675					35,675
Net loss for the period		-		-		-	(282,174)		-		(282,174)
Balance, December 31, 2008		46,978,294	$	46,979	$	2,313,281	$ (2,183,670)	$	(885)	$	175,705

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

6

ANTICUSINTERNATIONALCORPORATION
(A DEVELOPMENT STAGE COMPANY)
Interim Statement of Operations
(Expressed in U.S. Funds)
(Unaudited)

									Cumulative
								amounts from
								date of incorporation
								(May 1, 2002)
	Three month period ended				Six Month Period Ended				Through
	December 31,				December 31,			December 31,
	2008		2007		2008		2007		2008
Revenue	$ -	$	-	$	-	$	-	$	-
Operating expense:
Research and development	62		-		1,231		81,361		177,628
Compensation on option grants	-		4,163		-		26,713		244,368
General and administrative expenses	151,095		109,230		266,621		195,795		1,627,847
Gain on settlement of indebtedness	-		-		-		(4,794)		(21,794)
Foreign exchange	2,299		-		2,786		-		2,786
	(153,456)		(113,393)		(270,638)		(299,075)		(2,030,835)
Other income (expense):
Interest income	-		-		-		-		2,387
Interest expense	(5,769)		-		(11,536)		-		(17,532)
Loss from continuing operations	(159,225)		(113,393)		(282,174)		(299,075)		(2,045,980)
Discontinued operations	-		-		-		-		(137,690)
Net loss	$ (159,225)	$	(113,393)	$	(282,174)	$	(299,075)	$	(2,180,884)
Other comprehensive loss:
Foreign currency translation adjustment	-		-		-				(885)
Net comprehensive loss	$ (159,225)	$	(113,393)	$	(282,174)	$	(299,075)	$	(2,184,555)
Basic and diluted net loss per share	$ (0.00)	$	(0.00)	$	(0.01)	$	(0.01)
Weighted average shares outstanding	45,737,352		43,502,103		45,728,294		43,502,103

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

7

ANTICUSINTERNATIONALCORPORATION
(A DEVELOPMENT STAGECOMPANY)
Interim Statements of Cash Flows
(Expressed in U.S. Funds)
(Unaudited)

					Cumulative
				amounts from
				date of incorporation
				(May 1, 2002)
	Six Month Period Ended				Through
	December 31,			December 31,
	2008		2007		2008
Cash flows from operating activities:
Net loss for the period	$ (282,174)	$	(299,075)	$	(2,183,670)
Shares issued for services	-		-		381,848
Shares issued for abandoned license	-		-		76,000
Shares issued for settlement of indebtedness	-		22,286		-
Recognition of value of warrants in settlement of indebtedness	-		12,349		-
Contributed rent and services	-		-		13,600
Gain on settlement of indebtedness	-		-		(21,794)
Compensation recognized on option grants	-		26,713		271,078
Accrued interest on convertible debentures	8,087		-		12,449
Depreciation	79,808		74,564		406,504
Adjustment to reconcile net loss to net cash used in operating activities
Decrease (increase) in receivables	(8,614)		(9,013)		(34,090)
Decrease (increase) in prepaid expenses and other assets	(26,554)		7,775		19,197
Increase (decrease) in accounts payable and accrued expenses	16,798		(27,449)		78,419
Net cash used in operating activities	(159,541)		(191,850)		(980,459)
Cash flows from investing activities:
Web site development	-		-		(18,337)
Laboratory equipment	-		-		(3,444)
Industrial equipment	(26,649)		-		(26,649)
Net cash used in investing activities	(26,649)		-		(48,430)
Cash flows from financing activities:
Shares issued for settlement of indebtedness	-		571		-
Proceeds from issuance of common stock	188,000		-		887,682
Payments in connection with private offering	-		-		(35,984)
Proceeds on issuance of debt	-		-		200,000
Advances received from third party (paid)	-		(550)		-
Net cash provided by financing activities	188,000		21		1,051,698
Effect of exchange rates on cash	-		(1,393)		(1,791)
Net change in cash	1,810		(193,222)		21,048
Cash, beginning of period	19,238		240,952		-
Cash, end of period	$ 21,048	$	47,730	$	21,048

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

8

ANTICUSINTERNATIONALCORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTESTOFINANCIALSTATEMENTS
DECEMBER31,2008
(EXPRESSED INU.S.FUNDS)
(UNAUDITED)

1. Basis of presentation

The accompanying unaudited interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months and for the six months ended December 2008, are not necessarily indicative of results that may be expected for the year ended June 30, 2009. The unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Anticus International Corporation (A Company in the Development Stage) audited financial statements for the year ended June 30, 2008.

2. Nature of operations

a) Organization

The Company was incorporated in the State of Nevada, U.S.A., on May 1, 2002. On August 19, 2004, the Company effected a 3:1 forward stock split. On November 18, 2004, the Company effected a 3:1 forward stock split. All references in the accompanying financial statements to the number of common shares and per-share amounts have been restated to reflect the forward stock split.

b) Development stage activities

The Company is a development stage company as defined in the Statements of Financial Accounting Standards No. 7. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. All losses accumulated since inception has been considered as part of the Company’s development stage activities.

The Company continues to develop its business pursuant to its exclusive world-wide license to convert waste materials from beer, soft drink and cheese manufacturers into yeast.

c) Going concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred a net loss of $2,180,884 for the period from inception, May 1, 2002 to December 31, 2008, and has no sales. The Company expects that it will need to raise substantial additional capital to accomplish its business plan over the next several years. The Company is actively seeking additional funding through the issuance of convertible debentures and private placements. It is the Company’sintention is to bring a pilot plant into operation as soon as possible. This will allow the Company to manufacture its own products and start generating revenues. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet itsliabilities as they become due.

3. Change in Accounting Policies

On July 1, 2008, the Company adopted the U.S. dollar as its functional currency. Previously, the functional currency was the Canadian dollar. This change resulted from the increase in new and projected financing and equity activity denominated in U.S. dollars compared to the transactions denominated in Canadian dollars. Exchange gains and losses resulting from transactions denominated in currencies other than U.S. dollars are included in the results of operation for the period.

4. Adoption of New Accounting Standards

a) Fair Value Measurements

SFAS 157 is effective for financial assets and liabilities in fiscal years beginning after November 15, 2007, and for non-financial assets and liabilities in fiscal years beginning after November 15, 2008. The Company adopted SFAS 157 for financial assets and liabilities with no material impact to the consolidated financial statements. The Company is currently evaluating the potential impact of the application of SFAS 157 on the non-financial assets and liabilities found on its consolidated financial statements.

9

ANTICUSINTERNATIONALCORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTESTOFINANCIALSTATEMENTS
DECEMBER31,2008
(EXPRESSED INU.S.FUNDS)
(UNAUDITED)

4. Adoption of New Accounting Standards (continuation)

SFAS No. 157 applies to all assets and liabilities that are being measured and reported on a fair value basis. SFAS No.157 requires new disclosure that establishes a framework for measuring fair value in GAAP, and expands disclosure about fair value measurements. This statement enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The statement requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories :

Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.

In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are subject to SFAS No. 157. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3.

a) Fair Value of Financial Instruments

The table below presents the carrying value and fair value of Company’s financial instruments. The disclosure excludes leases.

The fair value represents management’s best estimates based on a range of methodologies and assumptions. The carrying value of receivables and payables arising in the ordinary course of business and the receivable from taxing authorities approximate fair value because of the relatively short period of time between their origination and expected realization.

		December 31, 2008				June 30, 2008
	Carrying		Estimated		Carrying		Estimated
		Value	Fair Value			Value	Fair Value
Financial assets
Cash and cash equivalents	$	21,048	$	21,048	$	19,238	$	19,238
Receivable from taxing authorities	$	32,481	$	32,481	$	23,867	$	23,867
Financial liabilities
Accounts payable and accrued expenses	$	38,808	$	38,808	$	34,010	$	34,010
Accrued interest on convertible debt	$	12,449	$	12,449	$	4,362	$	4,362
Convertible debentures	$	200,000	$	200,000	$	200,00	$	200,000

The convertible debentures use significant unobservable inputs and thus are shown as Level 3 hierarchy items. The fair value of the convertible debentures is calculated by discounting the stream of future payments of interest and principal at the prevailing market rate for a similar liability that does not have an associated equity component. Results of discounted cash flow calculations may be adjusted, as appropriate, to reflect other market conditions or the perceived changes in credit risk of the borrower.

5. Recent accounting pronouncements

The FASB issued FSP 133-1 and FIN 45-4, “Disclosures about Credit Derivatives and Certain Guarantees : An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161”. This FSP is intended to improve disclosures about credit derivatives by requiring more information about the potential adverse effects of changes in credit risk on the financial position, financial performance and cash flows of the sellers of credit derivatives. In addition, it requires an additional disclosure about the current status of the payment/performance risk of a guarantee. It also clarifies the effective date in FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. This FSP is effective for reporting periods (annual and interim) ending after November 15, 2008. The adoption of FSP 133-1 and FIN 45-4 is not expected to have a material effect on the Company’s financial position or results of operations.

10

ANTICUSINTERNATIONALCORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTESTOFINANCIALSTATEMENTS
DECEMBER31,2008
(EXPRESSED INU.S.FUNDS)
(UNAUDITED)

5. Recent accounting pronouncements (continuation)

The FASB issued FSP FAS 132(R)-1, “Employers' Disclosures about Postretirement Benefit Plan Assets”. This FSP provides guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. This FSP also includes a technical amendment to Statement 132R that requires a nonpublic entity to disclose net periodic benefit cost for each annual period for which a statement of income is presented. This FSP is effective for fiscal years ending after December 15, 2008. The adoption of FSP FAS 132(R)-1 is not expected to have a material effect on the Company’s financial position or results of operations.

The EITF issued EITF 08-6, “Equity Method Investment Accounting Considerations”. This EITF considers whether all of the provisions of Statement 141(R) and Statement 160 should be applied when accounting for an equity method investment. This EITF is effective on a prospective basis in fiscal years beginning on or after December 15, 2008 and interim periods within those fiscal years. The adoption of EITF 08-6 is not expected to have a material effect on the Company’s financial position or results of operations.

The EITF issued EITF 08-7, “Accounting for Defensive Intangible Assets”. This issue discusses how defensive intangible assets should be accounted for subsequent to their acquisition, including the estimated useful life that should be assigned to such assets. This EITF is effective prospectively for intangible assets acquired on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of EITF 08-7 is not expected to have a material effect on the Company’s financial position or results of operations.

The EITF issued EITF 08-8, “Accounting for an Instrument (or an Embedded Feature) with a Settlement Amount That Is Based on the Stock of an Entity's Consolidated Subsidiary”. This Issue addresses the determination of whether a financial instrument for which the payoff to the counterparty is based, in whole or in part, on the stock of an entity's consolidated subsidiary, is indexed to the reporting entity's own stock and therefore should not be precluded from qualifying for the first part of the scope exception in paragraph 11(a) of Statement 133 or being within the scope of Issue 00-19. This EITF is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The adoption of EITF 08-8 is not expected to have a material effect on the Company’s financial position or results of operations.

6. Industrial equipment

In October 2008, the Company purchased new industrial equipment. It was not amortized during the year as it was not ready for its intended use.

7. Capital stock

a) Stock split

On August 19, 2004, the Company effected a 3:1 forward stock split. The issued and outstanding common stock after split became 10,050,000. On November 18, 2004, the Company effected a 3:1 forward stock split; the issued and outstanding common stock after the split became 30,150,000. The authorized capital stock remained at 75,000,000 shares.

All references in the accompanying financial statements to the number of common shares and per-share amounts have been restated to reflect the forward stock split.

b) Common stock issuances

On July 1, 2005, the Company issued 799,265 shares of its common stock to two of its attorneys and 125,000 shares of its common stock to a consultant. The 924,265 shares were valued at $138,309.

On July 12, 2005, the Company issued 50,000 shares of its common stock for legal services valued at $6,000. On July 19, 2005, the Company issued 66,286 shares of its common stock for legal services valued at $13,257. On July 27, 2005, the Company issued 52,669 shares of its common stock for consulting services valued at $13,168.

On July 28, 2005, the Company issued 100,000 shares of its common stock in connection with the development of encryption software to be utilized on movies. The shares were valued at $24,000. The software project subsequently was abandoned. On September 2, 2005, the Company issued 200,000 shares of its common stock in connection with the development of encryption software to be utilized on movies. The shares were valued at $52,000. The software project subsequently was abandoned.

11

ANTICUSINTERNATIONALCORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTESTOFINANCIALSTATEMENTS
DECEMBER31,2008
(EXPRESSED INU.S.FUNDS)
(UNAUDITED)

b) Common stock issuances (continuation)

On September 7, 2005, the Company issued 195,692 shares of its common stock for legal services valued at $50,880. Also on September 7, 2005, the Company issued 33,180 shares for consulting services valued at $8,627.

On October 11, 2005, the Company issued 171,872 shares of its common stock for legal services valued at $29,218. On January 27, 2006, the Company issued 172,765 shares of its common stock for legal services valued at $14,685. On January 30, 2006, the Company issued 200,000 shares of its common stock for legal services valued at $18,000. On April 18, 2006, the Company issued 227,500 shares of its common stock for legal services valued at $40,950.

On April 20, 2006, the Company issued a total of 2,310,000 shares of its common stock for the worldwide exclusive license to the microbiological process known asProlactis. The license was valued at $462,000. On May 31, June 12 and June 15, 2006, the Company issued 645,000 shares of its common stock in private offering for $161,631 On August 14, 2006, the Company issued 75,016 shares of its common stock for legal services valued at $18,754. On August 17, 2006, the Company issued 100,000 shares of its common stock in a private offering for $25,000. On August 21, 2006, the Company issued 125,000 shares of its common stock for legal services valued at $30,000. On August 31, 2006, the Company issued 60,000 shares of its common stock in a private offering for $15,000.

On October 3, 2006 the Company issued a total of 1,500,000 shares of its common stock for the waiving of all conditions in the license agreement, giving a clear title toProlactis, valued at $270,000. On May 28, 2007 the Company issued a total of 5,714,286 shares of its common stock in a private offering for $400,000 less issue cost of $12,105.

On August 3, 2007, the Company agreed to issue a total of 571,429 shares of its common stock in settlement of debt totaling $40,000. The issuance was made on August 15, 2007. The shares were valued at $22,857. In addition to the issuance of the shares, the Company also granted to the creditor Class A Warrants to purchase 571,429 shares of common stock at a purchase price of $.12 per share. The warrants expire one year from date of grant. For every warrant exercised, the Company will grant the creditor a Class B Warrant to purchase one share of the Company’s common stock at an exercise price of $.20 per share. The Class B Warrants expire one year from date of grant. The warrants were valued at $12,349. The Company realized a net gain on the settlement of the debt in the amount of $4,794.

On June 18, 2008 the Company authorized a private placement to raise $800 000 through the issuance of a maximum of 13,333,334 common shares at $0.06 each. Each unit consists of one share of common stock at $0.06 per share, as well as one warrant exercisable at $0.12 USD per share no later than July 01, 2009; On July 9, 2008, the company sold 1,666,667 units of this offering for cash consideration of $100,000.

On November 6, 2008, the company sold an additional 1,666,667 units of this offering for cash consideration of $100,000. The Company has agreed to pay an agent a commission in the amount of $12,000, which is equal to 6% of the gross proceeds of the private placement. Those transaction costs have been reflected as a reduction of the common shares and the warrants based on their relative fair values.

c) Stock options

The Company has a stock option plan under which directors are authorized to grant incentive stock options, to a maximum of four million one hundred seventy-five thousand (4,175,000) of the issued and outstanding shares, to directors, employees and consultants of the Company entitling them to purchase common shares.

Compensation costs attributable to share options granted to employees, directors or consultants is measured at fair value at the grant date and expensed with a corresponding increase to additional paid-in capital.

During the year ended June 30, 2006, a total of 300,000 options were granted to two (2) directors, of which 100,000 were cancelled and reissued under modified terms, as follows: On October 12, 2005, the board approved compensation to PH Vincent consisting of 100,000 options expiring December 31, 2007 at a price of $0.17 per share; these options were repriced and reissued to be consistent with the 100,000 options granted at a price of $0.085 per share to Gilles Varin on January 23, 2006 and expiring on December 31, 2007. On April 19, 2006 each director received an additional 50,000 options at a price of $0.19 per share expiring December 31, 2007.

12

ANTICUSINTERNATIONALCORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTESTOFINANCIALSTATEMENTS
DECEMBER31,2008
(EXPRESSED INU.S.FUNDS)
(UNAUDITED)

c) Stock options (continuation)

On August 30, 2006, the Company agreed to pay Mr. Trudeau compensation of five hundred thousand (500,000) options expiring June 30, 2008, exercisable at US$0.24, said options to be vested according to the following schedule:

125,000 December 15, 2006
125,000 March 15, 2007
125,000 June 15, 2007
125,000 September 15, 2007

On October 3, 2006, the board approved compensation to PH Vincent consisting of 50,000 options expiring December 31, 2007 at a price of $0.18 per share. During the year ended June 30, 2007, the recognized compensation expense associated with options granted were valued at $74,055, which was charged to operations.

On October 16, 2007, the Company agrees to pay Mr. Trudeau compensation of five hundred thousand (500,000) options expiring June 30, 2009, exercisable at US$0.07, said options to be vested according to the following schedule:

125,000 November 24, 2007
125,000 February 24, 2008
125,000 May 24, 2008
125,000 August 24, 2008

On January 17, 2008, the Company agreed to pay administrators and a special advisor compensation of two million nine hundred thousand (2,900,000) options expiring January 17, 2013, exercisable at US$0.07.

On February 14, 2008, the Company agreed to pay a supplier compensation of four hundred thousand (400,000) options expiring February 28, 2011, exercisable at US$0.12.

During the year ended June 30, 2008, the recognized compensation expense associated with options granted were valued at $186,639, which was charged to operations.

The following is a summary of the outstanding options:
		Weighted
	Number of	average
	shares	exercise price
Outstanding June 30, 2006	300,000	0.12
Granted	550,000	0.24
Exercised	-	-
Cancelled	-	-
Outstanding June 30, 2007	850,000	0.19
Granted	3,800,000	0.08
Exercised	-	-
Cancelled	(850,000)	(0.19)
Outstanding June 30, 2008 and December 31, 2008	3,800,000	0.08

13

ANTICUSINTERNATIONALCORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTESTOFINANCIALSTATEMENTS
DECEMBER31,2008
(EXPRESSED INU.S.FUNDS)
(UNAUDITED)

c) Stock options (continuation)

All of the outstanding options can be exercised through January 17, 2013 at a price per share ranging from $0.07 to $0.12. The fair value of each option granted is estimated at the respective grant date using the Black-Scholes Option Module. Options granted during the year ended June 30, 2008 were valued at $186,639 which was charged to operations. The following assumptions were made in estimating fair value:

Expected volatility	181% to 350%
Expected life	365 to 1,662 days
Risk-free interest rate	2.00% to 4.25%
Dividend yield	0%

d) Warrants

On July 9, 2008, the Company issued 1,666,667 stocks purchase warrants exercisable into common shares at $0.12 per share which expire on July 1, 2009. The stock purchase warrants were issued in connection with the private placement described above. The stock purchase warrants were valued at $38,706 based on their relative fair value, as determined by the Black-Scholes valuation model using the following assumptions:

Expected volatility	246%
Expected life	1 year
Risk-free interest rate	2.21%
Dividend yield	Nil

On November 6, 2008, the Company issued 1,666,667 stocks purchase warrants exercisable into common shares at $0.12 per share which expire on July 1, 2009. The stock purchase warrants were issued in connection with the private placement described above. The stock purchase warrants were valued at $40,540 based on their relative fair value, as determined by the Black-Scholes valuation model. The following assumptions were made in estimating fair value :

Expected volatility	333%
Expected life	8 months
Risk-free interest rate	1.17%
Dividend yield	Nil

8. Basic and diluted loss per common share

Basic and diluted loss per common share is calculated based on the weighted average number of shares outstanding during the period. The warrants, share-based compensation and convertible notes have been excluded from the calculation of diluted loss per share since they are anti-dilutive.

9. Comparable figures

Certain reclassifications of September 30, 2008 have been made to facilitate comparison with the current period.

10. Subsequent event

In February 2009, the Company sold 1,666,667 units of the authorized private placement for a cash consideration of $100,000.

14

ANTICUSINTERNATIONALCORPORATION
(A DEVELOPMENT STAGE COMPANY)

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

This statement may include projections of future results and “forward looking statements” as that term is defined in Section 27A of the Securities Act of 1933 as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). All statements that are included in this Quarterly Report, other than statements of historical fact, are forward looking statements. Although management believes that the expectations reflected in these forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.

Summary of Operations

The Company continues to pursue its goals of commercializing the Prolactisê microbiological process.

On Oct 16, 2007, the Company announced that the demonstration and operating unit of the Quebec science complex has started production of lactic yeast (Kluyveromyces marxianus) samples. Green Yeast began distributing these yeast samples to its potential customers and partners, so that they can analyze this yeast themselves, suggest adjustments specific to their needs (e.g., live or inactive yeast, dried or not, according to different drying methods (spray, drum, fluidized bed), suggest adjustments to the nutrient content, etc.), and recognize the product's quality. The objective of this sampling campaign was to show with certainty our ability to produce a quality yeast strain that meets the market's expectations. This phase also had the aim of refining the process to achieve production efficiency.

The demonstration stage has indicated that potential customers being satisfied with the analysis of the small samples provided; require larger samples of up to 500 kilograms to further evaluate the product. The demonstration unit lacked this production capacity.

Anticus is expanding this production capacity by building an expandable production line which will have a bioreactor capable of producing the small 500 kilogram evaluation orders. This line will have all the supporting separators and drying systems and can be expanded by adding additional bioreactors as order levels increase. The Company has reevaluated the capital required to bring a suitable facility into operation and is estimating an additional $1,400,000 may be required. The Company is looking into ways to reduce this cost by trying to acquire used equipment suitable for our needs and potentially leasing new or used equipment if available.

On June 25, 2008, the Company entered into an agreement with Redal, Inc, to construct a bioreactor capable of the larger sample quantities required. The cost was $26,649. The equipment is now completed and in storage until the support equipment required to process the larger samples can be purchased.

On June 18, 2008 the Company authorized a private placement to raise Eight Hundred Thousand Dollars ($800 000 USD) through the issuance of a maximum of Thirteen Million Three Hundred Thirty-three Thousand and Three Hundred Thirty-four common shares (13,333,334) at $0.06 USD each. Each unit consists of one share of common stock at $0.06 USD per share, as well as one warrant exercisable at $0.12 per share no later than July 01, 2009; In July 2008, the Company sold 1,666,667 units of this offering for $100,000 to a single investor.

In November 2008, the company sold 1,666,667 units of this offering for $100,000 to a single investor.

In February 2009, the Company sold 1,666,667 units of the authorized private placement for a cash consideration of $100,000.

Contingent upon our financing requirements, we look forward to bringing our pilot plant into operation as soon as possible. Once we have the necessary supporting equipment for our larger capacity bio-reactor we will require approximately 12 weeks to activate the reactor for production.

15

ANTICUSINTERNATIONALCORPORATION
(A DEVELOPMENT STAGE COMPANY)

Financial Summary

Results of Operations for the Three-Months Ended December 31, 2008

The Company reports a net loss of $159,225 for the three-months ended December 31, 2008 versus a net loss of $113,393 for the three-month period ending December 31, 2007. The net loss for the three-month periods ended December 31, 2008 and December 31, 2007 is primarily comprised of general and administrative expenses of $151,095 and $109,230, respectively.

Results of Operations for the Six-Months Ended December 31, 2008

The Company reports a net loss of $282,174 for the six-months ended December 31, 2008 versus a net loss of $299,075 for the six-month period ending December 31, 2007. The net loss for the six-month periods ended December 31, 2008 and December 31, 2007 is primarily comprised of general and administrative expenses.

Liquidity and Capital Resources

During the three-month period ending December 31, 2008 the Company’s cash position increased by $1,810. Cash used in operating activities totaled $159,541; cash used in investing activities for industrial equipment was $26,649; and, cash provided by financing activities through proceeds from the issuance of shares of common stock was $188,000. The effect of exchange rates on cash was nil.

During the six-month period ending December 31, 2008 the Company’s cash position decreased by $193,222. Cash used in operating activities totaled $191,850; total cash provided by investing and financing activities for the period was $21. The effect of exchange rates on cash was a loss of $1,393.

Payments on Convertible Debentures

On January 17, 2008 the Company authorized a private placement to raise Six Hundred Thousand Dollars ($600 000) through the issuance of non guaranteed convertible debentures (the “Debentures”), bearing interest at the rate of 8% per year and maturing on the second anniversary of their issuance date, such Debentures to be convertible at the option of the holder into common shares of the Corporation at a price of $0.08 per common share, subject to the right of the Corporation to force conversion if the common shares trade at a minimum price of $0.16 per common share for fifteen consecutive trading days. The Company sold $200,000 through this convertible debt financing and no additional placements were accepted on this offering. The company paid a 6 percent commission. The Company was late in paying the accrued interest that was due on December 31, 2008 but paid it current on February 9, 2009. As of December 31, 2008, none of the amounts owed under the debentures have been converted to equity.

Going Concern

Our continuation as a going concern is dependent upon obtaining the additional working capital necessary to sustain our operations. The Company has incurred a net loss of $2,180,884 for the period from inception, May 1, 2002 to December 31, 2008, and has not generated any revenue since its inception. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations. Management plans to seek additional financing through the sale of its common stock through private placements. There is no assurance that the Company’s current operations will be profitable or the Company will raise sufficient funds to continue operating.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

16

ANTICUSINTERNATIONALCORPORATION
(A DEVELOPMENT STAGE COMPANY)

Item 4T - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer, Mr. Trudeau, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There has been no change in the Company’s internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

17

ANTICUSINTERNATIONALCORPORATION
(A DEVELOPMENT STAGE COMPANY)

Part II OTHER INFORMATION

Item 1 Legal Proceedings

None, for the period ending December 31, 2008

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

On June 18, 2008 the Company authorized a private placement to raise $800,000 through the issuance of a maximum of 13,333,334 common shares at $0.06 each. Each unit consists of one share of common stock at $0.06 per share, as well as one warrant exercisable at $0.12 USD per share no later than July 01, 2009; On July 9, 2008, the company sold 1,666,667 units of this offering for cash consideration of $100,000 to a single investor.

On November 6, 2008, the company sold an additional 1,666,667 units of this offering for cash consideration of $100,000 to a single investor.

In February 2009, the Company sold 1,666,667 units of the authorized private placement for cash consideration of $100,000.

The Company has agreed to pay an agent a commission in the amount of  6% of the gross proceeds of the private placement. Those transaction costs have been reflected as a reduction of the common shares and the warrants based on their relative fair values.

All sales were issued as exempted transactions under Section 4(2) of the Securities Act of 1933, Regulation S and are subject to Rule 144 of the Securities Act of 1933. The recipient(s) of our securities took them for investment purposes without a view to distribution. Furthermore, they had access to information concerning our Company and our business prospects; there was no general solicitation or advertising for the purchase of our securities; and the securities are restricted pursuant to Rule 144.

The company is using these to continue the development of our process. Proceeds are also used to satisfy general operating expenses which include accounting fees and other professional services.

Item 3 Defaults Upon Senior Securities

None, for the period ending December 31, 2008

Item 4 Submission of Matters to a Vote of Security Holders

None, for the period ending December 31, 2008

Item 5 Other Information

None

Item 6 Exhibits and Reports

Exhibits

Anticus International Corporation includes by reference the following exhibits:

3.1.1	Articles of Incorporation, exhibit 3.1.1 filed with the registrant’s Registration Statement
	on Form SB-2, as amended; filed with the Securities and Exchange Commission on
	December 18, 2003.
3.1.2	Amendment to Articles of Incorporation, exhibit 3.1.2 filed with the registrant’s
	Registration Statement on Form SB-2, as amended; filed with the Securities
	and Exchange Commission on December 18, 2003.
3.2	Bylaws, filed as exhibit 3.2 with the registrant’s Registration Statement on Form SB-2,
	as amended; filed with the Securities and Exchange Commission on December 18, 2003.

Anticus International Corporation includes herewith the following exhibits:

31.1	Certification of Principal Executive Officer (Rule 13a-14(a)/15(d)-14(a))
32.1	Certification of Principal Executive Officer (18 U.S.C. 1350)

18

ANTICUSINTERNATIONALCORPORATION
(A DEVELOPMENT STAGE COMPANY)

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.

	Anticus International Corporation
Date: February 13, 2009	By: /s/ Daniel Trudeau, President
	Daniel Trudeau, President
	Principal Executive Officer
	Principal Financial Officer

19