Anticus International 10Q/A 2009 Q1 Quarterly report (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment #1

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2008

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

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
(514) 992-1391
(Address of principal executive offices)

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

[X] Check 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.

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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

The number of shares outstanding of each of the issuer's classes of common equity as of September 30, 2008:
45,311,627 shares of common stock

ANTICUSINTERNATIONALCORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)

Contents

			Page
			Number
PART I		FINANCIAL INFORMATION
Item	1	Interim Financial Statements
		September 30, 2008
		Interim Balance Sheet	3
		Interim Statement of Stockholder’s Equity	4
		Interim Statement of Operations	7
		Interim 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	13
Item	3	Quantitative and Qualitative Disclosures About Market Risk	14
Item	4T	Controls and Procedures	14
Part II		OTHER INFORMATION
Item	1	Legal Proceedings	16
Item	2	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item	3	Defaults Upon Senior Securities	16
Item	4	Submission of Matters to a Vote of Security Holders	16
Item	5	Other Information	16
Item	6	Exhibits	16
SIGNATURES			17

Explanatory Note:

On November 13, 2008, the Registrant filed its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 (the “Form 10-Q”). The Registrant is filing this Amendment No. 1 to the Form 10-Q (“Amendment No. 1”) solely to revise, reformat and correct certain disclosure included in the Form 10-Q. Specifically, the “Controls and Procedures” section was revised in its entirety for clarity and to be more concise. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, are filed as exhibits to Amendment No. 1.

Other than as set forth above, Amendment No. 1 does not modify or update any of the other disclosure contained in the Form 10-Q and does not reflect events occurring after the filing of the Form 10-Q on November 13, 2008.

ANTICUSINTERNATIONALCORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)
Interim Balance Sheet
September 30, 2008
(Expressed in U.S. Funds)
(Unaudited)

	September 30,			June 30,
		2008		2008

		(Unaudited)
Assets
Current assets:
Cash	$	33,788	$	19,238
Prepaid expenses		41,364		27,909
Receivable from taxing authorities		28,407		23,867

Total current assets		103,559		71,014

Deferred loan fees, net		8,855		10,366
Intangible asset		374,136		410,736
Laboratory equipment		2,840		3,125
Web site development		11,502		13,010

		397,333		437,237

Total assets	$	500,893	$	508,251


Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses	$	45,562	$	34,010

Total current liabilities		45,562		34,010
Convertible debenture including accrued interest		208,416		204,362

Total liabilities		253,979		238,372


Stockholders' equity:
Authorized common stock, 75,000,000 shares, $.001 par value;
Issued and outstanding:
45,311,627 shares at September 30, 2008, and		143,645
43,644,960 shares at June 30, 2008				43,645
Additional paid-in capital		2,128,615		2,128,615
Deficit accumulated during development stage		(2,023,974)		(1,901,496)
Other comprehensive income		(1,372)		(885)

Total stockholders' equity		246,914		269,879


Total liabilities and shareholders’ equity	$	500,893	$	508,251

See notes to financial statements.
3

ANTICUSINTERNATIONALCORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)
Interim Statement of Stockholder’s Equity
From May 1, 2002 (inception) to September 30, 2008
(Expressed in U.S. Funds)
(Unaudited)

								Deficit
								Accumulated				Total
		Price				Additional		During				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
Cancellation of debt			-	-		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


*See Note 4(b)

See notes to financial statements.
4

								Deficit
								Accumulated				Total
	Price					Additional		During				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
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
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



*See Note 4(b)

See notes to financial statements.
5

							Deficit
							Accumulated				Total
	Price					Additional	During				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
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
Shares issued for cash*	0.06	1,666,667		100,000		-	-				100,000
Comprehensive gain (loss)		-		-		-	-		(487)		(487)
Net loss for the period		-		-		-	(122,478)		-		(122,478)

Balance, September 30, 2008		45,311,627	$	143,645	$	2,128,615	$ (2,023,974)	$	(1,372)	$	246,914


*See Note 4(b)

See notes to financial statements.
6

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

						Cumulative
					amounts from
					date of incorporation
					(May 1, 2002)
		Three Month Period Ended				Through
		September 30,			September 30,
		2008		2007		2008

		(Unaudited)		(Unaudited)		(Unaudited)

Revenue	$	-	$	-	$	-


Operating expense:
Research and development		1,169		81,361		177,566
Compensation on option grants		-		22,550		244,368
General and administrative expenses		115,526		86,565		1,476,752
Gain on settlement of indebtedness		17		(4,794)		(21,777)

Total operating expenses		(116,712)		(185,682)		(1,876,909)

Other income (expenses):
Interest income		-		-		2,387
Interest expense		(5,767)		-		(11,763)

Loss from continuing operations		(122,478)		(185,682)		(1,886,284)

Discontinued operations		-		-		(137,690)


Net Loss	$	(122,478)	$	(185,682)	$	(2,023,974)

Other comprehensive loss
Foreign currency translation adjustment		(487)		-		(1,372)

Net comprehensive loss	$	(122,965)	$	(185,682)	$	(2,025,346)



Basic and diluted net loss per share	$	(0.00)	$	(0.00)

Weighted average common shares outstanding		45,148,583		43,359,246

See notes to financial statements.
7

ANTICUSINTERNATIONALCORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)
Interim Statements of Cash Flows
(Expressed in U.S. Funds)

						Cumulative
					amounts from
					date of incorporation
					(May 1, 2002)
	Three Month Period Ended					Through
		September 30,			September 30,
	2008			2007		2008

	(Unaudited)			(Unaudited)		(Unaudited)

Cash flows from operating activities:

Net loss for the period	$ (122,478)		$	(185,682)	$	(2,023,974)
Shares issued for services		-		-		381,848
Shares issued for abandoned license		-		-		76,000
Contributed rent and services		-		-		13,600
Gain on settlement of indebtedness	(487)			(4,794)		(22,281)
Compensation recognized on option grants		-		22,550		271,078
Amortization expense	39,904			37,282		366,312
Depreciation expense		-		-		288
Adjustment to reconcile net loss to net cash used in operating activities
Decrease (increase) in receivables	(4,540)			(4,290)		(30,016)
Decrease (increase) in prepaid expenses and other assets	(13,455)			3,555		(20,812)
Increase (decrease) in accounts payable and accrued expenses	11,552			(687)		73,173
Increase (decrease) in convertible debentures	4,054			-		8,416

Net cash used in operating activities	(85,450)			(132,066)		(906,368)


Cash flows from investing activities:

Web site development		-		-		(18,337)
Laboratory equipment		-		-		(3,444)

Net cash used in investing activities		-		-		(21,781)


Cash flows from financing activities:
Proceeds from issuance of common stock	100,000			-		799,682
Payments in connection with private offering		-		-		(35,984)
Proceeds on issuance of debt		-		-		200,000
Advances received from third party (paid)		-		(550)		-

Net cash used in financing activities	100,000			(550)		963,698


Effect of exchange rates on cash		-		7,625		(1,761)


Net change in cash	14,550			(124,991)		33,788
Cash, beginning of period	19,238			240,952		-

Cash, end of period	$ 33,788		$	115,961	$	33,788


Supplemental disclosure with respect to cash flow:
Cash paid for income taxes	$	-	$	-	$	-
Cash paid for interest	$	-	$	-	$	-

See notes to financial statements.
8

ANTICUSINTERNATIONALCORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTESTOINTERIMFINANCIALSTATEMENTS
SEPTEMBER30,2008
(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 item 310(b) of Regulation S-B. 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 ended September 30, 2008 are not necessarily indicative of the 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 $2,023,974 for the period from inception, May 1, 2002 to September 30, 2008, and has no sales. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations. Management has plans to seek additional financing through a public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

3. 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 or interim) ending after November 15, 2008. The adoption of FSP 133-1 and FIN 45-4 did not have a material effect on the company's financial position or results of operations.

ANTICUSINTERNATIONALCORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTESTOINTERIMFINANCIALSTATEMENTS
SEPTEMBER30,2008
(EXPRESSED INU.S.FUNDS)
(UNAUDITED)

4. 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.

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;

In July 2008, the company sold 1,666,667 units of this offering for cash consideration of $100,000.

ANTICUSINTERNATIONALCORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTESTOINTERIMFINANCIALSTATEMENTS
SEPTEMBER30,2008
(EXPRESSED INU.S.FUNDS)
(UNAUDITED)

4. Capital stock (Cont’d)

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 re-priced 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.

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 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.

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

ANTICUSINTERNATIONALCORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTESTOINTERIMFINANCIALSTATEMENTS
SEPTEMBER30,2008
(EXPRESSED INU.S.FUNDS)
(UNAUDITED)

4. Capital stock (Cont’d)

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	425,000	0.24
Exercised	-	-
Cancelled	-	-

Outstanding June 30, 2007	725,000	0.19
Granted	3,800,000	0.08
Exercised	-	-
Cancelled	(350,000)	(0.15)

Outstanding June 30, 2008 and September 30, 2008	4,175,000	0.10

All of the outstanding options can be exercised through January 17, 2013 at a price per share ranging from $0.07 to $0.24. 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:

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

5. Subsequent event

In November 2008, the company sold 1,666,667 units of the authorized private placement (note 4b)) for a cash consideration of $100,000.

ANTICUSINTERNATIONALCORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)

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 recently 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 January 17, 2008 the Company authorized a private placement to raise Six Hundred Thousand Dollars ($600 000 USD) through the issuance of non guaranteed convertible debentures (the “Debentures”) in tranches of $1,000 each, 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 may pay a 6 percent commission. The Company sold $200,000 through this convertible debt financing and no additional placements are being accepted on this offering. The Company was late in paying the accrued interest that was due on September 30, 2008. As of September 30, 2008, none of the amounts owed under the debentures have been converted to equity.

On May 9, 2008 the Company announced that its common shares are again listed on the Over the Counter Bulletin Board under the symbol ATCI.OB.

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 is approximately $30,000.

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 USD per share no later than July 01, 2009;

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

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

Contingent upon our financing requirements, we look forward to bringing our pilot plant into operation as soon as possible.

ANTICUSINTERNATIONALCORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)

Financial Summary

Results of Operations for the Three-Months Ended September 30, 2008

The Company reports a net loss of $122,478 for the three-months ended September 30, 2008 versus a net loss of $185,682 for the three-month period ending September 30, 2007. The net loss for the three-month period ended September 30, 2008 is primarily comprised of general and administrative expenses of $115,526. The net loss for the comparable period ending September 30, 2007 is primarily comprised of research and development costs of $81,361; compensation on option granting totaling $22,550; and general and administrative expenses of $86,565.

Liquidity and Capital Resources

During the three-month period ending September 30, 2008 the Company’s cash position increased by $14,550. Cash used in operating activities totaled $85,450; and, cash provided by financing activities through a private offering and sell of 1,666,667 shares of common stock was $100,000.

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 $2,023,974 for the period from inception, May 1, 2002 to September 30, 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

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.

ANTICUSINTERNATIONALCORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)

Part II OTHER INFORMATION

Item 1 Legal Proceedings

None, for the period ending September 30, 2008

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

During the three month period ending September 30, 2008:

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

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

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 September 30, 2008
Item 4		Submission of Matters to a Vote of Security Holders
None, for the period ending September 30, 2008
Item 5		Other Information
		None

Item 6 Exhibits and Reports

Exhibits

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)

ANTICUSINTERNATIONALCORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)

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: April 22, 2009		By: /s/ Daniel Trudeau, President

		Daniel Trudeau, President
		Principal Executive Officer
		Principal Accounting Officer

Anticus International (ATCI) Inactive 10-Q/A2009 Q1 Quarterly report (amended)