| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment #1 |
| [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedJune 30, 2008 |
| [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 333-101420
| ANTICUSINTERNATIONALCORPORATION (Exact name of small business issuer as specified in its charter) 1155 Rene-Levesque Quest, Suite 2500 Montreal, Quebec, Canada H3B 2K4 Address of Principal Executive Offices |
| Registrants telephone number, including area code ______ (514) 992-1391___________ |
| Nevada | 98-0375504 | |
| (State of incorporation) | (IRS Employer Identification #) |
| Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $.001 per share |
| Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). [ ] YES [X] NO |
| Indicate by check mark if the registrant is not required to file reports pursuant to section 13 or section 15(d) of the Act. [ ] YES [X] NO |
| Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports, and (2) has been subject to such filing requirements for the past 90 days. [ ] YES [X] NO |
| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] |
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the Definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in 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 aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2008, computed by reference to the bid/ask price of $.01 at September 29, 2008 is $414,627. |
| The number of shares outstanding of the Registrant's common stock as of June 30, 2008 was 43,644,960 |
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Anticus International Corporation
| Table of Contents | ||
| Business | 3 | |
| Properties | 10 | |
| Legal Proceedings | 10 | |
| Submission of Matters to a Vote of Security Holders | 10 | |
| Market for Registrants Common Equity, Related Stockholder Matters and Issuers | ||
| Purchases of Equity Securities | 11 | |
| Management's Discussion and Analysis of Financial Condition and Results of | ||
| Operations | 13 | |
| Financial Statements | 16 | |
| Changes In and Disagreements with Accountants on Accounting and Financial | ||
| Disclosure | 35 | |
| Controls and Procedures | 35 | |
| Other Information | 36 | |
| Directors, Executive Officers and Corporate Governance | 36 | |
| Executive Compensation | 39 | |
| Security Ownership of Certain Beneficial Owners and Management and Related | ||
| Stockholder Matters | 42 | |
| Principal Accounting Fees and Services | 44 | |
| Exhibits, Financial Statement Schedules | 46 | |
| Signatures | 47 | |
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Anticus International Corporation
Explanatory Note:
On October 14, 2008, the Registrant filed its Annual Report on Form 10-K for the year ended June 30, 2008 (the “Form 10-K”). The Registrant is filing this Amendment No. 1 to the Form 10-K (“Amendment No. 1”) solely to revise, reformat and correct certain disclosure included in the Form 10-K. Specifically, the “Business” section was revised to eliminate discussion of other companies along with revisions of certain numbers to U.S Dollars, disclose our website and the impact of environmental laws on our operations. We made additional revisions related to our common stock being quoted on the OTC.BB and the circumstances relating to the period in which it was not. We expanded our liquidity discussion to disclose know trends and impact on our operations and revised our disclosure on “Controls and Procedures” to more clearly state our conclusions. We reformatted and corrected table data in the “Executive Compensation” section and added reference to the Notes to Financials discussing the related equity awards. We also corrected an error in one note to the financials which included a word processing error that contained a sentence unrelated to us. The audit opinion was revised to indicate a scope from inception on cumulative amounts.
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-K and does not reflect events occurring after the filing of the Form 10-K on October 14, 2008.
Business
Anticus International Corporation (the “Corporation”, “we”, “us”, “our” or “Anticus”) was incorporated on May 1, 2002 under the laws of the State of Nevada.
The Corporation has been in the development stage since its formation and has not realized any revenues from its planned operations. Anticus was engaged in the development of specialized educational programs for the food services industry. The Company was unsuccessful in any of the marketing efforts of its student training and sought other business opportunities.
The Company had made several attempts to acquire various operating entities without success.
Effective April 20, 2006, Anticus International Corporation (“Anticus”) has acquired a worldwide exclusive license to the microbiological process known as “Prolactis”. The process provides for the bioconversion of lactose and other sugar into high proteins biomass, literally transforming waste and byproducts into water and yeast to be used in animal feed.
The agreement is by and between Anticus International Corporation and: Michel Deblois Technologies Inc. (Michel Deblois, President) and Costal, Inc. (Jacques Goulet, President) and Redal, Inc. (Lucien Pomerleau, General Director).
As compensation for the license, Anticus was required to pay two million one hundred thousand (2,100,000) common shares. All shares were issued as exempted transactions under Section 4(2) of the Securities Act of 1933 and are subject to Rule 144 of the Securities Act of 1933.
On October 3, 2006, the Company issued 1.5 million (1,500,000) shares at $0.18 per share to the licensor to waive any and all conditions contained in the license agreement and obtain a clear license toProlactis. The cost of the license of $732,000 is being amortized over five years.
TheProlactis process provides, through the use of a bioreactor, for the bioconversion of lactose and other sugar, into high proteins biomass, literally transforming waste and by products into water and yeast to be used in animal feed. The Process has been developed by Jacques Goulet, Ph.D., agr., professor at Laval University in Quebec City, Quebec, Michel Deblois, engineer, and Lucien Pomerleau, M.Sc., agr.
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Worldwide patents are pending.
Anticus is now obligated to pay Redal, Inc. a royalty of four percent (4%) of all gross sales. Redal, Inc. holds the exclusive right to supply the proprietary components of the systems, at fair values to be agreed between the parties.
The Prolactis Process
The process relies on the capacity of yeast to absorb and digest components of polluting elements dissolved in liquids. Main elements researched are carbon and nitrogen under a special form which allow yeast to reproduce. Multiple agricultural food rejects contain either nitrogen or carbon or even both. These food byproducts have no value and create problems for disposal. Yeast produced from the waste materials can be sold based on grade and composition at various pricing. This value is variable and can be ranged, for example, from animal food to pharmaceutical applications.
A very high amount of yeast organisms (Billions by square Meters) are placed in the bioreactor of the ProLactis process. They are called Mother cells. The bioreactor is fed continuously (24h/day, 7 days a week) from the top with the liquid to be treated which has been mixed with nutritive complements. This mixture provides the yeast a balanced nutrition necessary for an optimal production. The daughter cells resulting from the growth and subdivision of the mother cells placed in the bioreactor free themselves and are transported by the flowing liquid. As a result, the liquid exiting from the bioreactor is less pollutant and contains a great number of new yeast cells. These are then recuperated, concentrated and dried according to customer requirements.
The bioreactor has been developed by Jacques Goulet et Michel DeBlois. It is under international patent pending. The other equipment required for the entire process is commercially used by yeast makers (funnels, pumps, drier, centrifugal etc.)
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Raw Material Required
Diverse materials are available in large quantities at a global scale but in this context, the ones judged more interesting are the under products from milk (lactoserum and derived) the beers and sparkling sodas (returns and production rejects). These raw materials which contain carbon are of a very good quality and are some of the difficult ones to dispose of economically. It is even possible to get them at no cost or to have the suppliers pay to take care of “their” problem.
On a worldwide scale, there are more than 150 billion liters of lactoserum which come from the cheese industry. Minus 25% of the volume would be transformed into powder of lactoserum. In Quebec only, the production of cheese generates 1.2 billion of liters of lactoserum. The targeted plant would be able treat 46 millions of liters annually, which represents barely 4% of the generated lactoserum.
In 2003, the world production of beer was 144 billions of liters annually. Supposing loses of 1% (returns and missed lots) we can estimate the available volumes to more than 1.4 billion of liters The annual worldwide consumption of sparkling sodas in 2005 was more than 194 billions of liters.
Whey
Whey represents 90 % of the volume of the milk transformed into cheese.
| It is very polluting: 50,000 ppm (Parts per thousands) OBD. (Oxygen biological demand). The sweet whey is produced when producing cheese with rennet curdling (Cheddar, Suisse, ). Its PH is about 5.5. The acid whey is produced when producing cheese with acid curdling (Camembert, Brie, Cottage, Corneville,…). Its Ph is from 4.5 to 4.6 |
Whey permeate (ultrafiltration); is 80-85% of the volume of whey. There is no protein – 45 000 ppm OBD Mother liquor is the whey permeate concentrated and used to produce lactose. A high quality raw material
Main whey producers in North America:
| –With more than 20 cheese plants: Lactalis, Kraft, Parmalat, Saputo, Agropur… –Some of Quebec medium cos; Chalifoux, Perron, St-Laurent, Boivin,… –The process can be extended worldwide |
The Product
Yeast is commonly used in human and animal food. Saccharomyces cervsae yeast is very well known for the production of bread and alcohol. There are also thousand of others; some have commercial applications, such as the ones used in the prolactis process (Kluyveromyces marxianus). Some varieties (generally called stocks) are considered as useful and are used to make yogurt, cheese, vinegar, etc., There are a few thousand different stocks of yeast and they do not all have the same nutritious requirements. Basically, they all need carbon and nitrogen to reproduce but the sources can be very different. For instance, bread yeast is made from molasses (containing sucrose) but this stock cannot digest the sugar contained in milk (lactose). The yeast stock fixed in the bioreactor has been chosen consequence.
The final product can be:
Yeast Biomass - Kluyveromyces Marxianus in a variety finished forms
Yeast Components - Autolysates / Extracts , consist of the intracellular contents of the yeast following the lysis of the cells, with (or without) the cell-wall. Traditionally, it is considered as natural flavors, due to its richness in ribonucleic acid (RNA), a natural source of 5’GMP. Yeast extracts with natural nucleotides can improve the taste and increase feed intake. Many recent studies have focused on the relationship between nucleotides and immune functions and the modulatory effects of nucleotides on immunity, has become increasingly evident. Also, Cell walls can be used as adsorbents for mycotoxins.
Probiotics -Fresh active or Dry active
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The Market for Yeast Products:
Potential markets are in the following area:
Animal Feed Market:
The global market for feed additives has experienced substantial changes over the past few years.
In 2004, the world market for nutritional feed additives was valued at approximately $7.9 billion . Major growth took place in Asia, especially in China. South America and to a lesser extent Eastern Europe contributed to further growth in the market. The huge US market however showed only marginal growth and Western Europe even had to report a downturn in market size. The latter was due to declining livestock numbers and compound feed use in Europe.
The market growth of the use of nutritional feed additives is mainly driven by the following market trends:
a) Economic Environment
A growing population along with increasing disposable income leads to significant growth in demand for meat products. This effect is especially strong in the developing regions in South America and Asia. In these regions, a rising demand for meat goes along with a huge potential for improving feed efficiency as inclusion rates of feed additives are still on a low level. Japan, Europe and the USA however have already reached a level of saturation. Here the market is shifting to more convenient and processed products. In general meat market is driven by a higher demand for food quality.
b) Trend towards pig and poultry meat:
A continuing trend towards an increasing demand for pig and poultry meat has a positive impact on market growth, as these animal categories account for the major consuming segments for feed additives.
c) Ban of antibiotic growth promoters:
The EU placed a ban on the use of antibiotics as growth promoters in animal feed and the last four antibiotics have been phased out in January 2006. Therefore feed producers have to look for suitable alternatives. Currently additive producers of probiotics, prebiotics, organic acids and enzymes seek to offer a comparable solution. Therefore the ban on antibiotics in Western Europe and the EU accession countries in Eastern Europe can be seen as the key market driver for the mentioned additive segments. Major concerns about antibiotics in animal feed also stimulated the market for alternatives in the USA.
d) Consumer preferences and concerns:
Especially in the developed regions, consumer preferences play an important role in the meat industry. Therefore changes in the demand structure of consumers constantly compel the industry to adapt. During the last years, consumers asked for a certain level of quality and guarantees of safe foods. Discussions of the safety of some ingredients have opened the market for natural additives.
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Besides the above mentioned factors, there are certain marketrestrains that are challenging the market for feed additives:
a) Outbreak of animal diseases:
In the years under review, the meat industry was threatened by several outbreaks of animal diseases. Above all, the Asian influenza has challenged the industry the most and has become a global problem. Concerns of consumers are reflected in a reduced consumption of poultry meat and have led to a price drop in some regions. Additive producers therefore have to face a decline in additive demand and eventually a further pressure on product prices.
b) Price development:
Prices for almost all feed additives have dropped during the past few years. The reason for the dramatic price erosion can mainly be seen in an oversupply. Especially Chinese vitamin producers challenged the industry with particular low prices. In some segments volume increases could not always compensate for the heavy price drops, and thus, the market value of several additives is now less than it used to be in past years. In the future, most prices will remain on their current low level or in some segments continue to fall further.
c) Increase in raw material costs:
Apart from falling prices, additives producers were challenged by high raw material costs and therefore reported lower incomes from additive sales. In the market outlook this situation is not expected to improve much.
The animal health industry is responsible for maintaining the health and productivity of more than 3.3 billion livestock and 16 billion poultry worldwide, and ensuring the wholesomeness and abundance of the food they produce. In addition, the industry must cater to the health and well being of companion animals. Despite this, the human healthcare market is 35 times larger than the combined market for all nonhuman species.
The reality is that the global animal health market is very complex, operating under stringent and increasingly strict regulations similar to those for human health, yet the market opportunities are considerably smaller. In an increasingly risky environment for new product development, the difference between future success and failure usually lies in successfully identifying the next growth segment, developing the right product candidates and being the first to market. Despite all these risks, the industry continues to grow.
All in all, the above mentioned drivers and restrains will lead to a volume increase in nutritional feed additives, which might even outperform the market growth of compound feed. However market growth, in terms of revenue, will be on a much lower rate at about 0.6% annually. Following this market development, feed additives will account for $8.1 million in 2010.
As well, the US government's interest in improving the health conditions of animals has increased, resulting in the animal feed additive industry becoming a fast growing market. A huge demand for phytase is predicted in the future. This is a result of the Environmental Protection Agency's (EPA) concerns about chemical emissions from the agricultural industry. Farmers are also looking to reduce phosphate content in animal wastes. Thus, the most rapid growth is expected in the area of animal feed enzymes led by phytase.
Overview of the Market:
The total worldwide market for animal therapeutics and diagnostics was estimated at more than $15.6 billion in 2003 and by 2008 is likely to reach $19.6 billion, at an average annual growth rate (AAGR) of 4.7% . Animal therapeutics, e.g., vaccines, pharmaceuticals, and feed additives, are valued at $15.1 billion, and rising at an AAGR of 4.7% .
Pharmaceuticals account for the largest percentage of revenues at nearly 54%. Feed additives are the second largest market segment due to demand from the food animal producer segment. Diagnostic products account for a smaller portion of the market with $490.9 million in 2003, but are rising faster at an AAGR of 6.1% .
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Pet Food Market:
Market Overview
In 2003, American pet owners spent nearly $30 billion on their small companions. Changing demographics, new lifestyle trends, and a shift in American attitudes toward pets have led to a significant increase in consumer expenditures during the past five years. The maturing pet industry has been transformed into a dynamic, highly competitive environment.
It is estimated that 62% of households own pets. The most popular categories are dogs, cats, and freshwater fish. Pet foods, growing at an annual rate of almost 4%, will remain the largest segment of this market. In 2003, total expenditures on pet food were $13.97 billion. That segment is projected to increase to $16.70 billion by the year 2008. Pet owners are themselves more health conscious and eating healthier human foods. The American population continues to focus on fitness, dieting, counting calories or carbohydrates, and fighting the aging process. The growing number of childless couples, singles living alone, and the baby boomers now becoming “empty nesters,” will boost the demand for pets. These pets are expected be treated like children and pet food will become a source of nutrition, taste, and happiness.
The US Pet Food Industry is currently valued at approximately $14 billion and projected to reach $17 billion by 2008. It is highly concentrated with seven companies accounting for 86% of the total market. Nestle alone has a 30% market share.
Food and Ingredient Market:
Incorporating yeast extracts into foods provides several advantages.
1. Flavor enhancement. The background flavor of yeast extracts complements savory flavors. For example, baker's yeast extracts used at levels of 0.1% to 0.5% (as consumed) are commonly used to increase the brothy, meaty character of chicken or poultry in soups. Many cheese flavored products use brewer's yeast products to increase flavor impact and to provide a sharper, more aged flavor.
2. Sodium reduction. Yeast extracts can deliver increased salt perception. In particular, products containing significant levels of 5'-nucleotides can improve the flavor of low-salt products.
3. MSG alternative. The presence of 5'-nucleotides in some yeast extracts combined with the natural glutamatic acid content found in many foods can eliminate the need for added MSG in formulations. Synergy allows for the reduction in the level of glutamic acid by the presence of 5'-nucleotides at low levels, resulting in a more intense flavor profile.
4. Natural ingredient statements. Yeast extracts fit the definition of natural flavor as described by the FDA. Recent labeling regulations will require that yeast extracts be labeled by their common and usual name "yeast extract." The labeling of an ingredient as "yeast extract" is viewed as more acceptable than MSG and/or hydrolyzed vegetable protein due to the natural association of yeast with food products.
5. Cost reduction. Levels of more expensive natural ingredients, such as natural flavors, cheeses and meat extracts can be reduced or replaced through the use of yeast extracts.
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Probiotic Market:
Probiotics have been in existence for many years. However, it is only relatively recently that their wide-ranging potential health benefits have been properly appreciated, and that research has been undertaken to confirm their efficacy.
Within Europe, the dairy sector is the most developed segment of the market, with probiotic yoghurts and fermented milks, particularly in “daily dose” format, the most widely used. Consumer acceptance varies greatly across Europe, with Northern European and Scandinavian countries – those having a long traditional consumption of fermented dairy products – the most developed market. Probiotic dietary supplements have been slow to gain acceptance, but new applications are emerging all the time.
In the US, the situation is reversed, with dietary supplements by far the most accepted product format. It is generally established that US consumers are far more willing to take supplements than their European counterparts, thus explaining the large difference. Conversely, the US dairy probiotics market is very underdeveloped, as consumer-facing companies, such as Danone and Yakult, have invested less significantly in breaking the US market, compared with the considerable marketing spend observed in the US.
On the whole, probiotics represent a fast-growing market for functional foods manufacturers and suppliers, and producers must be sure that they do not squander their good potential by supporting a well thought-out strategy.
Anticus International Corporation has never declared bankruptcy, has never been in receivership, and has never been involved in any legal action or proceedings.
Employees
Currently, the Company has one employee, Mr. Daniel Trudeau, the Company President and CEO.
Compliance with Environmental Laws
Anticus International Corporation is not required to comply with any environmental laws that are particular to our business operations. We are subject to wastewater quality requirements applicable to all businesses and subject to typical monitoring and inspection protocols. Our operations are environmentally beneficial, reclaiming and reducing food and beverage industry waste and rendering the residual safe for municipal disposal. Specific costs related to compliance with environmental laws relate generally to control of unprocessed raw materials and prevention of any down drain release of those raw materials.
Additional information
The common stock of Anticus International Corporation is quoted on the OTC Bulletin Board under the symbol ATCI.OB.
The Company has a June 30th fiscal year end.
Our corporate name is Anticus International Corporation, a Nevada corporation. We intend to change our name to GreenYeast Corporation at our next shareholders meeting. We are currently doing business as (DBA) GreenYeast Corporation in Canada. Our website refers to Anticus International Corporation operations as the DBA GreenYeast Corporation. Our website address iswww.greenyeast.com. Information provided on our website, however, is not part of this report and is not incorporated herein.
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Properties
Anticus International Corporation has no properties and at this time has no agreements to acquire any properties. The Company currently operates from the offices in Quebec, Canada.
We believe that the foregoing facilities are sufficient for our current operational needs.
We do not anticipate investing in real estate or interests in real estate, real estate mortgages, or securities of or interests in persons primarily engaged in real estate activities. We currently have no formal investment policy, and we do not intend to undertake investments in real estate as a part of our normal operations.
Licenses/Patents
Anticus holds an exclusive license to the microbiological process known as “Prolactis”. The process provides for the bioconversion of lactose and other sugar into high proteins biomass, literally transforming waste and by-products into water and yeast to be used in animal feed. The underlying patent application is identified as United States Patent application # US 2005/0037452 published February 17, 2005,
Legal Proceedings
No legal proceedings were initiated or served upon the Company in the fiscal year ending June 30, 2008.
We are not currently involved in any material legal proceedings. We are not aware of any material legal proceedings pending against us.
Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth quarter of fiscal year 2008.
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Anticus International Corporation
Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
Anticus International Corporation common stock is quoted on the OTC Bulletin Board (OTC/BB) under the symbol “ATCI.OB”. The common stock of Anticus International Corporation was quoted on the OTC/BB on August 12, 2004. The quotations provided are for the over the counter market which reflect interdealer prices without retail mark-up, mark-down or commissions, and may not represent actual transactions. The bid prices below have been obtained from sources believed to be reliable (YAHOO finance as of September 29, 2008):
| Period Ending | High | Low | Close | |||
| September 2008 | $ 0.02 | 0.01 | 0.01 | |||
| June 2008 | $ 0.06 | 0.02 | 0.03 | |||
| March 2008 | 0.04 | 0.02 | 0.03 | |||
| January 2008 | 0.08 | 0.04 | 0.04 | |||
| December 2007 | $ 0.08 | 0.06 | 0.07 | |||
| September 2007 | 0.07 | 0.05 | 0.07 | |||
| June 2007 | 0.05 | 0.05 | 0.05 | |||
| March 2007 | 0.10 | 0.05 | 0.05 | |||
| January 2007 | 0.12 | 0.09 | 0.09 | |||
| December 2006 | $ 0.12 | $ 0.06 | $ 0.11 | |||
| September 2006 | 0.23 | 0.12 | 0.17 | |||
| June 2006 | 0.25 | 0.18 | 0.20 | |||
| March 2006 | 0.25 | 0.19 | 0.22 | |||
| January 2006 | 0.14 | 0.09 | 0.13 | |||
Common stock
Anticus International Corporation had 43,664,960 common stock shares issued and outstanding as of October 1, 2008. The issued and outstanding consist of 10,790,715 restricted common shares and 32,854,245 free trading common shares.
Holders
Anticus International Corporation’s shares of outstanding common stock are held by approximately 72 shareholders of record. Our outstanding common stock is held by an undetermined number of holders in street name which account for 25,264,850 of the outstanding shares.
Dividend Policy
Anticus International Corporation has not paid a cash dividend on its common stock in the past 12 months. The Company does not anticipate paying any cash dividends on its common stock in the next 12 month period. The payment of any dividends is at the discretion of the Board of Directors.
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Anticus International Corporation
Recent Sales of Unregistered Securities
During the three month period ending June 30, 2008.
Convertible debentures
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 will pay a 6 percent commission.
On February 14, 2008 the company sold $100,000 of the debentures to a single entity. The Company was late in paying the accrued interest that was due on June 30, 2008
On April 29, 2008 the company sold $100,000 of the debentures to a different single entity. The Company was late in paying the accrued interest that was due on June 30, 2008
As of June 30, 2008, none of the amounts owed by the debentures have been converted to equity and no additional placements are being accepted on this offering.
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.
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.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements concerning the Company's plans and intentions included herein may constitute forward-looking statements for purposes of the Securities Litigation Reform Act of 1995 for which the Company claims a safe harbor under that Act.There are a number of factors that may affect the future results of the Company, including, but not limited to, (a) the ability of the Company to obtain additional funding for operations, (b) the continued availability of management to develop the business plan and (c) successful development and market acceptance of the Company’s products.
This annual report may contain both historical facts and forward-looking statements. Any forward-looking statements involve risks and uncertainties, including, but not limited to, those mentioned above. Moreover, future revenue and margin trends cannot be reliably predicted.
Results 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. We are 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, as of the date of this report, has sold $200,000 through this convertible debt financing. The Company was late in paying the accrued interest that was due on June 30, 2008. As of June 30, 2008, none of the amounts owed by the debentures have been converted to equity and no additional placements are being accepted on this offering.
On May 9, 2008 the company announced that its common shares are again trading on the Over the Counter Bulletin Board under the symbol ATCI.OB. The company’s common stock had previously become ineligible for quotation on the Over the Counter Bulletin Board due to having filed more than two late periodic reports in a two year period. We were required to make timely periodic reports for a 12 month period and then reapply for quotation. During a period beginning November 22, 2006 and ending April 29, 2008 our common stock was quoted on the Over the Counter Pink Sheets under the symbol ATCI.PK.
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Anticus International Corporation
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.
Contingent upon our financing requirements, we look forward to bringing our pilot plant into operation as soon aswe are possible.
Financial Condition and Results of Operations
During the fiscal year ending June 30, 2008 the Company had no revenues and experienced a net loss for the period of $704,501; comprised of general and administrative expenses totaling $416,333. Research and development expense was 116,653; compensation for option grants totaled $170,313.
During the fiscal year ending June 30, 2007 the Company had no revenues and experienced a net loss for the period of $529,227. General and administrative expenses totaled $414,815.
Liquidity and Capital Resources
During the fiscal year ending June 30, 2008 net cash used in operating activities totaled $404,378; cash flows from financing activities provided $199,450. The resulting change in cash for the period ending June 30, 2008 was a decrease of $221,714; which includes $3,190 from the effect of exchange rates. Cash at the beginning of the period totaled $240,952 resulting in $19,238 cash at the end of the period ending June 30, 2008.
During the fiscal year ending June 30, 2007 net cash used in operating activities totaled $300,846; cash flows from financing activities provided $400,247; and, cash used in investing activities totaled $8,185. The resulting change in cash for the period ending June 30, 2007 was an increase of $92,617; which includes $1,401 from the effect of exchange rates. Cash at the beginning of the period totaled $148,335 resulting in $240,952 cash at the end of the period ending June 30, 2007.
Critical Accounting Policies
1. Issuances involving non-cash consideration
All issuances of the Company’s stock for non-cash consideration have been assigned a dollar amount equaling either the market value of the shares issued or the value of consideration received, whichever is more readily determinable. The majority of the non-cash consideration received pertain to services rendered by consultants and others.
2. Research and development
The Company expenses its research and development costs to operations as incurred.
Going Concern
Our continuation as a going concern is dependent upon obtaining the additional working capital necessary to sustain our operations. As shown in the accompanying financial statements, the Company has incurred a net loss of $1,901,496 for the period from inception, May 1, 2002 to June 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. 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.
14
Anticus International Corporation
Material Impact of Known Events on Liquidity
Other than the general economic, financial and credit problems being experienced throughout the world markets and economies resulting in a general reduction of available credit and investment funds; we have not identified any known trends or any known demands, commitments, events or uncertainties that will result in or are reasonably likely to result in a material increase or decrease in our liquidity. We have historically financed our operations through the sale of our common equity and continue to experience the same difficulties in the current financial environment as we had in the past. Our limited operational history and lack of current revenues are more of an impact on financing efforts to sustain and expand our operations than the global economic condition.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements or financing activities with special purpose entities.
15
Anticus International Corporation
| Anticus International Corporation Financial Statements |
| Contents | ||
| Page | ||
| Report of Independent Registered Public Accounting Firm | 17 | |
| Financial Statements | ||
| Balance Sheets as of June 30, 2008 and June 30, 2007 | 18 | |
| Statements of Operations for the years ended June 30, 2008 and 2007 | ||
| and for the period from inception (May 1, 2002) through June 30, 2008 | 19 | |
| Statement of Comprehensive Loss for the years ended June 30, 2008 and 2007 | ||
| and for the period from inception (May 1, 2002) through June 30, 2008 | 20 | |
| Statement of Cash Flows for the years ended June 30, 2008 and 2007 | ||
| and for the period from inception (May 1, 2002) through June 30, 2008 | 21 | |
| Statement of Stockholders’ Equity from inception (May 1, 2002 through June 30, 2008 | 22 - 24 | |
| Notes to Financial Statements | 25 - 34 |
16
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| To the Board of Directors and Stockholders Anticus International Corporation Montreal, Quebec, Canada |
We have audited the accompanying balance sheets of Anticus International Corporation (A Development Stage Company) as of June 30, 2008 and 2007 and the related statements of operations, comprehensive loss, stockholders’ equity and cash flows for the two years then ended, and for the period from the Company’s inception (May 1, 2002) through June 30, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Anticus International Corporation as of June 30, 2008 and 2007 and the results of its operations and its cash flows for the two years then ended and for the period from the Company’s inception (May 1, 2002) through June 30, 2008., in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred recurring losses and has yet to be successful in establishing profitable operations. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
| /s/ Jonathon Reuben CPA Jonathon P. Reuben CPA An Accountancy Corporation Torrance, California September 26, 2008 |
17
| ANTICUS INTERNATIONAL CORPORATION (A Development Stage Company) BALANCE SHEETS |
| June 30, | June 30, | |||||||
| 2008 | 2007 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 19,238 | $ | 240,952 | ||||
| Prepaid expenses | 27,909 | 27,605 | ||||||
| Receivable from taxing authorities | 23,867 | 5,077 | ||||||
| 71,014 | 273,634 | |||||||
| Property and equipment – net | 3,125 | - | ||||||
| Deferred loan fees, net | 10,366 | - | ||||||
| Intangible assets | 410,736 | 557,136 | ||||||
| Website development | 13,010 | 6,139 | ||||||
| 434,112 | 563,275 | |||||||
| Total Assets | $ | 508,251 | $ | 836,909 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 34,010 | $ | 63,926 | ||||
| Advances payable | - | 550 | ||||||
| 34,010 | 64,476 | |||||||
| Long term liabilities: | ||||||||
| Convertible debenture including accrued interest | 204,362 | - | ||||||
| Total liabilities | $ | 238,372 | 64,476 | |||||
| Stockholder’s Equity | ||||||||
| Authorized common stock: | ||||||||
| 75,000,000 shares, par value $0.001 per share | ||||||||
| Issued and outstanding: | ||||||||
| 43,644,960 common shares at June 30, 2008 | ||||||||
| and 43,073,531 at June 30, 2007 | 43,645 | 43,074 | ||||||
| Additional paid-in capital | 2,128,615 | 1,923,667 | ||||||
| Deficit accumulated during development stage | (1,901,496) | (1,196,995) | ||||||
| Other comprehensive income | (885) | 2,687 | ||||||
| Total stockholders’ equity | 269,879 | 772,433 | ||||||
| Total Liabilities and stockholders’ equity | $ | 508,251 | $ | 836,909 | ||||
| The accompanying notes are an integral part of these financial statements. 18 |
| ANTICUS INTERNATIONAL CORPORATION (A Development Stage Company) STATEMENTS OF OPERATIONS |
| Cumulative amounts | ||||||||||||
| From date of | ||||||||||||
| Incorporation | ||||||||||||
| (May 1, 2002) | ||||||||||||
| Through | ||||||||||||
| Years Ended June 30, | June 30, | |||||||||||
| 2008 | 2007 | 2008 | ||||||||||
| Revenue: | $ | - | $ | - | $ | - | ||||||
| Operating expenses: | ||||||||||||
| Research and development | 116,653 | $ | 59,744 | $ | 176,397 | |||||||
| Compensation on option grants | 170,313 | 74,055 | 244,368 | |||||||||
| General and administrative expenses | 416,333 | 414,815 | 1,361,226 | |||||||||
| (Gain) on settlement of indebtedness | (4,794) | (17,000) | (21,794) | |||||||||
| (698,505) | (531,614) | (1,760,197) | ||||||||||
| Other income (expenses) | ||||||||||||
| Interest income | - | 2,387 | 2,387 | |||||||||
| Interest expense | (5,996) | - | (5,996) | |||||||||
| Loss from continuing operations | (704,501) | (529.227) | (1,763,806) | |||||||||
| Discontinued operations | - | - | (137,690) | |||||||||
| Net loss for the period | $ | (704,501) | $ | (529,227) | $ | (1,901,496) | ||||||
| Basic and diluted loss per share | $ | (0.02) | $ | (0.01) | ||||||||
| Weighted average number of shares outstanding | 43,573,141 | 37,435,069 | ||||||||||
| The accompanying notes are an integral part of these financial statements. 19 |
| ANTICUS INTERNATIONAL CORPORATION (A Development Stage Company) STATEMENTS OF COMPREHENSIVE LOSS |
| Cumulative amounts | ||||||||||
| From date of | ||||||||||
| Incorporation | ||||||||||
| (May 1, 2002) | ||||||||||
| Through | ||||||||||
| Years Ended June 30, | June 30, | |||||||||
| 2008 | 2007 | 2008 | ||||||||
| Net loss | $ (704,501) | $ | (529.227) | $ | (1,901,496) | |||||
| Other comprehensive income (loss): | ||||||||||
| Foreign currency translation adjustment | (3,572) | 2,658 | (885) | |||||||
| Net comprehensive loss | $ (708,073) | $ | (526,569) | $ | (1,902,381) | |||||
| The accompanying notes are an integral part of these financial statements. 20 |
| ANTICUS INTERNATIONAL CORPORATION (A Development Stage Company) STATEMENTS OF CASH FLOWS |
| Cumulative amounts | ||||||||||||
| From date of | ||||||||||||
| Incorporation | ||||||||||||
| (May 1, 2002) | ||||||||||||
| Through | ||||||||||||
| Years Ended June 30, | June 30, | |||||||||||
| 2008 | 2007 | 2008 | ||||||||||
| Cash flows from operating activities | ||||||||||||
| Net loss for the period | $ | (704,501) | $ | (529,227) | $ (1,901,496) | |||||||
| Shares issued for services | - | 48,754 | 381,848 | |||||||||
| Shares issued for abandoned license | - | - | 76,000 | |||||||||
| Contributed rent and services | - | - | 13,600 | |||||||||
| Gain on settlement of indebtedness | (4,794) | (17,000) | (21,794) | |||||||||
| Compensation recognized on option grants | 170,313 | 74,055 | 271,078 | |||||||||
| Amortization expense | 149,498 | 158,946 | 326,408 | |||||||||
| Depreciation expense | 288 | - | 288 | |||||||||
| Adjustments to reconcile net loss to net cash | ||||||||||||
| used in operating activities | ||||||||||||
| Decrease (increase) in receivables | (18,970) | (5,077) | (25,476) | |||||||||
| Decrease (increase) in prepaid expenses and other assets | 1,048 | (8,405) | (7,357) | |||||||||
| Increase (decrease) in accounts payable and accrued expenses | (1,802) | (22,892) | 61,621 | |||||||||
| Increase (decrease) in convertible debentures | 4,362 | - | 4,362 | |||||||||
| Net cash used in operating activities | (404,378) | (300,846) | (820,918) | |||||||||
| Cash flows from investing activities | ||||||||||||
| Website development | (10,152) | (8,185) | (18,337) | |||||||||
| Laboratory equipment | (3,444) | - | (3,444) | |||||||||
| Net cash used in investing activities | (8,185) | - | (8,185) | |||||||||
| Cash flows from financing activities | ||||||||||||
| Proceeds from issuance of common stock | - | 445,551 | 699,682 | |||||||||
| Payments in connection with private offering | - | (35,984) | (35,984) | |||||||||
| Proceeds on issuance of convertible debt | 200,000 | - | 200,000 | |||||||||
| Payments on indebtedness | - | (5,000) | - | |||||||||
| Advances received from third party (paid) | (550) | (4,320) | - | |||||||||
| Net cash provided by financing activities | 199,450 | 400,247 | 863,698 | |||||||||
| Effect of exchange rates on cash | (3,190) | 1,401 | (1,761) | |||||||||
| Net change in cash | (221,714) | 92,617 | 19,238 | |||||||||
| Cash, beginning of period | 240,952 | 148,335 | - | |||||||||
| Cash, end of period | $ | 19,238 | $ | 240,952 | $ | 19,238 | ||||||
| Supplemental disclosure with respect to cash flows: | ||||||||||||
| Interest expense | $ | - | $ | - | $ | - | ||||||
| Income taxes | $ | - | $ | - | $ | - | ||||||
Supplemental schedule of non-cash investing and financing activities:
During the year ended June 30, 2008, the Company issued 571,429 shares of its common stock as part consideration for the cancellation of $40,000 of indebtedness.
During the year ended June 30, 2007, the Company issued 200,016 shares of its common stock for consulting services valued at $48,754
During the year ended June 30, 207, the Company issued 1,500,000 shares of its common stock in consideration for modifying terms of its licensing agreement (See Note 3). The shares were valued at $270,000, which was added to the cost of the license.
| The accompanying notes are an integral part of these financial statements. 21 |
| ANTICUS INTERNATIONAL CORPORATION (A Development Stage Company) STATEMENT OF STOCKHOLDERS’ EQUITY FROM MAY 1, 2002 (INCEPTION), TO JUNE 30, 2008 |
| 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 | |||||||||||||||
| The accompanying notes are an integral part of these financial statements. 22 |
| ANTICUS INTERNATIONAL CORPORATION (A Development Stage Company) STATEMENT OF STOCKHOLDERS’ EQUITY FROM MAY 1, 2002 (INCEPTION), TO JUNE 30, 2008 |
| 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 | |||||||||||||
| The accompanying notes are an integral part of these financial statements. 23 |
| ANTICUS INTERNATIONAL CORPORATION (A Development Stage Company) STATEMENT OF STOCKHOLDERS’ EQUITY FROM MAY 1, 2002 (INCEPTION), TO JUNE 30, 2008 |
| 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) | $ | 269,879 | |||||||||||
| The accompanying notes are an integral part of these financial statements. 24 |
| ANTICUS INTERNATIONAL CORPORATION (A Development Stage Company) |
| NOTES TO FINANCIAL STATEMENTS June 30, 2007 and 2008 |
Note 1 - Nature of Operations
| (a) | Organization |
| The Company was incorporated in the State of Nevada, 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 have 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 drinks 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 $1,901,496 for the period from inception, May 1, 2002 to June 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. | |
Note 2 – Summary of Significant Accounting Policies
Stock based compensation
The Company accounts for stock-based compensation under SFAS No. 123R, "Share- based Payment” and SFAS No. 148, "Accounting for Stock-Based Compensation--Transition and Disclosure--An amendment to SFAS No. 123." These standards define a fair value based method of accounting for stock-based compensation. In accordance with SFAS No’s. 123R and 148, the cost of stock-based employee compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using the Black-Scholes option-pricing model, whereby compensation cost is the excess of the fair value of the award as determined by the pricing model at the grant date or other measurement date over the amount an employee must pay to acquire the stock. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. During the years ended June 30, 2008 and 2007, the Company recognized $170,313 and $74,055, respectively, through the granting of stock options to its management (See Note 7).
Issuance of stock for non cash consideration
All issuances of the Company's stock for non-cash consideration have been assigned a per share amount equaling either the market value of the shares issued or the value of consideration received, whichever is more readily determinable.
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| ANTICUS INTERNATIONAL CORPORATION (A Development Stage Company) |
| NOTES TO FINANCIAL STATEMENTS June 30, 2007 and 2008 |
The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of EITF 96-18, “Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services” and EITF 00-18, “Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. In accordance with EITF 00-18, an asset acquired in exchange for the issuance of fully vested, nonforfeitable equity instruments should not be presented or classified as an offset to equity on the grantor's balance sheet once the equity instrument is granted for accounting purposes. Accordingly, the Company records the fair value of the fully vested non-forfeitable common stock issued for future consulting services as prepaid services in its consolidated balance sheet.
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.
Fair value of financial instruments
The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued expenses and notes payable, Pursuant to SFAS No. 107, “Disclosures About Fair Value of Financial Instruments,” the Company is required to estimate the fair value of all financial instruments at the balance sheet date. The Company considers the carrying values of its financial instruments in the financial statements to approximate their fair values.
Cash and cash equivalents
For purposes of the statements of cash flows, the Company defines cash equivalents as all highly liquid debt instruments purchased with a maturity of three months or less, plus all certificates of deposit.
Property and equipment
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the related assets. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Expenditures for maintenance and repairs are charged to operations as incurred; additions, renewals and betterments are capitalized.
Long- lived assets
The Company accounts for its long-lived assets in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and fair value or disposable value. As of June 30, 2008, the Company did not deem any of its long-term assets to be impaired.
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| ANTICUS INTERNATIONAL CORPORATION (A Development Stage Company) |
| NOTES TO FINANCIAL STATEMENTS June 30, 2007 and 2008 |
Concentration of credit risk
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash. Currently, the Company maintains its cash in bank accounts which are not insured.
Revenue recognition
The Company recognizes revenue in accordance with Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB No. 104. As such, the Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable and collectibility is probable. Sales are recorded net of sales discounts. For the year ended June 30, 2007, the Company did not generate any revenue. For the year ended June 30, 2008, the Company generated $139,441 from its ownership of overriding royalties which it owns in the Centurion and Hobart Properties as discussed in Note 3.
Website development costs
Under FASB Emerging Issues Task Force Statement 00-2, Accounting for Web Site Development Costs ("EITF 00-2"), costs and expenses incurred during the planning and operating stages of the Company's web site development are expensed as incurred. Under EITF 00-2, costs incurred in the web site application and infrastructure development stages are capitalized by the Company and amortized to expense over the web site's estimated useful life or period of benefit.
Research and development
The Company expenses research and development costs as incurred.
Income taxes
The Company accounts for income taxes under the provisions of SFAS No. 109, “Accounting for Income Taxes.” Under SFAS No. 109, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that the asset will not be realized through future operations. The Company has total net operating tax loss carry forwards at June 30, 2008 of approximately $1,900,000 for federal income tax purposes. These net operating losses have generated a deferred tax asset of approximately $646,000 on which a valuation allowance equaling the total tax benefit has been provided due to the uncertain nature of it being realized. Net operating loss carryforwards expire in various years through June 30, 2028 for federal tax purposes.
Loss per share
In accordance with Statement of Financial Accounting Standards No. 128 – “Earnings Per Share”, basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At June 30, 2007, the Company had 725,000 stock options and 5,714,286 stock warrants outstanding that would be included in the computation of diluted loss per share. The weighted average shares outstanding for the diluted loss per share computation is 38,397,936 for the year ended June 30, 2007. At June 30, 2008, the Company had 571,429 stock warrants and 4,300,000 stock options outstanding that would be included in the computation of diluted loss per share. The weighted average shares outstanding for the diluted loss per share computation is 46,240,579 for the year ended June 30, 2008.
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| ANTICUS INTERNATIONAL CORPORATION (A Development Stage Company) |
| NOTES TO FINANCIAL STATEMENTS June 30, 2007 and 2008 |
Recent accounting pronouncements
FAS 157, Fair Value Measurements. In September, 2007, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements ("SFAS 157"). SFAS 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. We are currently assessing the impact that SFAS 157 will have on our results of operations and financial position. SFAS 159, "The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115." In November 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115 ("SFAS 159"). SFAS 159 is effective for fiscal years beginning after November 15, 2007. SFAS 159 permits an entity to choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. We do not believe that the adoption of SFAS 159 will have a material impact on our consolidated financial statements.
SFAS 141, "Business Combinations." In November 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combination (FAS 141(R)) and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (FAS 160). FAS 141(R) will change how business acquisitions are accounted for and will impact financial statements both on the acquisition date and in subsequent periods. FAS 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. FAS 141(R) and FAS 160 are effective for both public and private companies for fiscal years beginning on or after December 15, 2008 (fiscal 2010 for the Company). FAS 141(R) will be applied prospectively. FAS 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements of FAS 160 will be applied prospectively. Early adoption is prohibited for both standards. We do not believe that the adoption of SFAS 141 (R) or FAS 160 will have a material impact on our consolidated financial statements.
SFAS No. 161 - In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This Statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.
This Statement is intended to enhance the current disclosure framework in Statement 133. The Statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. This disclosure better conveys the purpose of derivative use in terms of the risks that the entity is intending to manage. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format should provide a more complete picture of the location in an entity’s financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Disclosing information about credit-risk-related contingent features should provide information on the potential effect on an entity’s liquidity from using derivatives. Finally, this Statement requires cross-referencing within the footnotes, which should help users of financial statements locate important information about derivative instruments.
This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption.
The Company is currently evaluating SFAS 161 and has not yet determined its potential impact on its future results of operations or financial position.
28
| ANTICUS INTERNATIONAL CORPORATION (A Development Stage Company) |
| NOTES TO FINANCIAL STATEMENTS June 30, 2007 and 2008 |
Note 3 - Intangible Assets
In December 2005, the Company signed a Letter of Intent with MD Technologies Inc., Costal Inc., and Redal Inc. to acquire the worldwide exclusive license to the microbiological process known as “Prolactis”. The process provides for the bioconversion of lactose and other sugar into high proteins biomass, literally transforming waste and by-products into water and yeast to be used in animal feed.
The license was issued to the Company effective April 20, 2006. As compensation for the license, the Company issued two million one hundred thousand (2,100,000) shares at $0.20 per share, that were issued as an exempted transaction under Section 4(2) of the Securities Act of 1933. In and subject to Rule 144 of the Securities Act of 1933 and in conjunction with the acquisition of the license, the Company paid a finder’s fee of two hundred and ten thousand (210,000) shares also valued at $0.20 per share. On October 3, 2006, the Company issued 1.5 million ( 1,500,000 ) shares at $0.18 per share to the licensor to waive any and all conditions contained in the license agreement and obtain a clear title to Prolactis. The cost of the license of $732,000 is being amortized over five years. Amortization expense for the years ended June 30, 2008 and 2007 were $146,400 and $156,900, respectively. The balance of the intangible asset as of June 30, 2008 was $410,736.
Amortization expense for each of the next three years is as follows:
| June 30, | ||
| 2009 | $146,400 | |
| 2010 | $146,400 | |
| 2011 | $117,936 |
Note 4 - Website Development
Website cost and accumulated depreciation as of June 30, 2007 and 2008 are as follows:
| June 30, | ||||||||
| 2007 | 2008 | |||||||
| Website development | $ | 8,185 | $ | 18,102 | ||||
| Accumulated amortization | (2,046) | (5,092) | ||||||
| $ | 6,139 | $ | 13,011 | |||||
Amortization expense for each of the next three years is as follows:
| June 30, | ||
| 2009 | $6,034 | |
| 2010 | 6,034 | |
| 2011 | 943 |
Note 5 - Property and Equipment
During the year ended June 30, 2008, the Company acquired laboratory equipment which is being depreciated over three years. Depreciation expense for the year ended June 30, 2008 was $258. The balance of equipment at June 30, 2008 is as follows:
| Laboratory equipment | $ | 3,410 | ||
| Accumulated depreciation | (285) | |||
| $ | 3,125 |
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| ANTICUS INTERNATIONAL CORPORATION (A Development Stage Company) |
| NOTES TO FINANCIAL STATEMENTS June 30, 2007 and 2008 |
Note 6 - Convertible Debt Payable
On February 14, 2008, the Company borrowed $100,000 an unrelated third party. The loan is evidenced by a convertible debenture. The debenture accrues interest at a rate of 8% per annum. Accrued interest is due payable on June 30, and December 31, with the first payment due on June 30, 2008. The debenture matures on February 14, 2010, when principal and any accrued and unpaid interest becomes fully due and payable. Until maturity, the debenture holder has the right to convert all or a portion of the principal balance in shares of the Company stock at a conversion price of $.08 per share. In the event that the closing price of the Company’s common stock has been a minimum of $0.16 per share for a any period of 15 consecutive days, the Company has the right to force conversion of any or all of the principal outstanding balance. The Company was late in paying the accrued interest that was due on June 30, 2008On April 29, 2008, the Company borrowed $100,000 from an unrelated third party. The loan is evidenced by a convertible debenture. The debenture accrues interest at a rate of 8% per annum. Accrued interest is due payable on June 30, and December 31, with the first payment due on June 30, 2008. The debenture matures on April 29, 2010, when principal and any accrued and unpaid interest becomes fully due and payable. Until maturity, the debenture holder has the right to convert all or a portion of the principal balance in shares of the Company stock at a conversion price of $.08 per share. In the event that the closing price of the Company’s common stock has been a minimum of $0.16 per share for a any period of 15 consecutive days, the Company has the right to force conversion of any or all of the principal outstanding balance. The Company was late in paying the accrued interest that was due on June 30, 2008
A summary of the amounts due under these debentures as of June 30, 2008 is as follows:
| Principal | $ | 200,000 | ||
| Accrued interest | 4,362 | |||
| $ | 204,362 | |||
Interest expense on these debentures charged to operations during the year ended June 30, 2008 totaled $4,362.
In connection with the above financing, the Company accrued at June 30, 2008, $12,000 in loan fees that it plans to pay during the subsequent year. The loan fees are being amortized over the term of the respective debt. For the year ended June 30, 2008, loan fees amortized and charged to operations totaled $1,634.
Maturities of long-term debt over the term of the debt is as follows:
| June 30, | ||||
| 2009 | $ | - | ||
| 2010 | $ | 200,000 |
Note 7 – Capital Stock
| (a) | Stock Split |
| On August 19, 2004, the Company affected a 3:1 forward stock split. The issued and outstanding common stock after split became 10,050,000. On November 18, 2004, the Company affected 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. | |
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| ANTICUS INTERNATIONAL CORPORATION (A Development Stage Company) |
| NOTES TO FINANCIAL STATEMENTS June 30, 2007 and 2008 |
| (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 $23,309. | |
| 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 18, 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 (see Note 3). | |
| 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. | |
31
| ANTICUS INTERNATIONAL CORPORATION (A Development Stage Company) |
| NOTES TO FINANCIAL STATEMENTS June 30, 2007 and 2008 |
| (c) | Stock Options |
| The Company adopted its 2005 Employee/Consultants Stock Option Plan on June 14, 2005. Under the plan, a committee of the Company’s board of directors is authorized to issue shares and grant incentive stock options, to a maximum of 3,000,000 shares of the issued and outstanding shares, to directors, employees and consultants of the Company entitling them to purchase common share at a price per share determined by the committee. The plan expires on June 14, 2015. As of March 31, 2008, all of the 3,000,000 shares under the plan have been either issued or committed for issuance through the granting of stock options. | |
| On January 17, 2008, the Company adopted its Stock Option Plan 2008, Under the plan, the Board of Directors or a committee appointed by the Board is authorized to issue shares and grant incentive stock options, to a maximum of 4,364,496 shares of the issued and outstanding shares, to directors, employees and consultants of the Company entitling them to purchase common share at a price per share determined by the committee. Options issued under the plan expire five years from date of grant. | |
| 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. | |
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.
On October 16, 2007, the Company agreed, retroactively to August 24, 2007, 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 granted options to its directors and key personnel to purchase 2,900,000 shares of its common stock at price of $.07 per share. The options expire on January 17, 2013.
On February 14, 2008, the Company granted options to two consultants to purchase 400,000 shares of its common stock at a price $.12 per share. The options expire on February 28, 2011.
During the years ended June 30, 2008 and 2007, the Company recognized $170,313 and $74,055, respectively, through the granting of stock options to its management and consultants.
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| ANTICUS INTERNATIONAL CORPORATION (A Development Stage Company) |
| NOTES TO FINANCIAL STATEMENTS June 30, 2007 and 2008 |
The following is a summary of the outstanding options:
| Weighted | ||||||
| Number | average | |||||
| of | exercise | |||||
| shares | 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 | (725,000) | (0.19) | ||||
| Outstanding – June 30, 2008 | 3,800,000 | $ | 0.09 | |||
The options granted expire on various dates through June 30, 2009 and can be exercised 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 based upon the following assumptions.
| Dividend yield | 0% | |
| Expected life | 1.5 yrs to 5 yrs | |
| Risk free interest rate | 2.13% to 4.88% | |
| Expected volatility | 151% to 181% |
(d)Warrants
In connection with our private placement of common stock, on May 28, 2007, the Company has issued 5,714,286 Class A common share purchase warrants. The warrants expired on May 1, 2008.
As discussed above, the Company granted a creditor pursuant to a settlement agreement Class A common share purchase warrants to purchase 571,429 shares of common stock at an exercise price of $.12 per share. These warrants expired on August 15, 2008.
Note 8 – Related Party Transactions
On June 25, 2008, the Company entered into an agreement with Redal, Inc, to construct a bioreactor for the Company at a price of approximately, $30,000.
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| ANTICUS INTERNATIONAL CORPORATION (A Development Stage Company) |
| NOTES TO FINANCIAL STATEMENTS June 30, 2007 and 2008 |
Note 9 - Contingencies
The Company acquired the rights to enter into a merger agreement with Deltacrypt Technologies Inc. (“Delta”), a Canadian-based technology developer and provider of versatile encryption technology. The Company acquired the rights to merge with Delta from 610051 N.B. Inc. (a private Canadian Corporation) which entered into an agreement with Delta regarding the merger of Delta into a public company (the “Agreement”). The rights were acquired through the issuance of 300,000 shares of the Company’s common stock valued at $76,000.
The agreement was contingent upon Anticus providing a minimum of $750,000 of additional capital.
The Company’s agreement to acquire Deltacrypt was modified on September 8, 2005, and under the modified terms, the Company agreed to make advances to Deltacrypt estimated at CDN$27,000 (or approximately $23,000 in US dollars) per month from August 1, 2005 to fund Deltacrypt operations until full completion of the merger. All funds advanced are to be applied to the condition requiring Anticus to provide a minimum of $750,000 of available capital to Deltacrypt at the close of the merger. The Company terminated this agreement with Deltacrypt and has only paid $10,000 towards this obligation. The Company has not established any reserve for any amounts which may be due to Deltacrypt under the agreement.
34
Anticus International Corporation
Changes In and Disagreements with Accountants on Accounting/Financial Disclosure
There have been no disagreements between the Company and its independent accountants on any matter of accounting principles or practices or financial statement disclosure.
Controls and Procedures
Evaluation of Disclosures and Procedures
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2008. This evaluation was carried out under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, Daniel Trudeau and with the assistance of our outside accountant. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of June 30, 2008, our disclosure controls and procedures were not effective.
We have made the determination that our disclosure controls and procedures were not effective, due to our decision to amend the disclosure on this Form 10-K amendment #1 to clarify, expand and reformat our prior disclosure.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Our control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of our assets; provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles; that receipts and expenditures are being made only with proper authorizations of management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of company assets that could have a material effect on the financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
35
Anticus International Corporation
We currently have only one employee, our CEO/CFO Mr. Daniel Trudeau; we were concerned that having only one employee responsible for our internal control and procedures over financial reporting may not be sufficient and had identified this concern in our prior disclosure as a weakness that would persist until we expand our internal staff. We decided to resolve this concern by using an outside accountant. All transactions are approved by the Chief Financial Officer and the outside accountant as to how they are to be reported in the books and records to assure proper reporting in the financial statements. We believe that the use of the outside accountant is and has been sufficient to overcome the issue of a single employee; this additional control was in place when we disclosed the concern and shall remain in place until our internal staff is expanded.
Management, including our President acting as both principal executive officer and principal financial officer, Daniel Trudeau and with the assistance of our outside accountant, assessed the effectiveness of our internal control over financial reporting as of June 30, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control Over Financial Reporting – Guidance for Smaller Public Companiespublished in June of 2006 and the PCAOB preliminary staff views published October 17, 2007. Based on our assessment and those criteria, management concluded that during the period covered by this report, our internal control and procedures over financial reporting was effective as ofJune 30, 2008.
Attestation Report of the Registered Public Accounting Firm
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Changes in Internal Control over Financial Reporting
During the period covered by this report, there was no significant change in our internal controls over financial reporting or in other factors that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
Other Information
None.
Directors, Executive Officers and Corporate Governance
The directors and officers are as follows:
| NAME | POSITION(S) | TENURE | ||
| Daniel Trudeau | President and CEO | September 19, 2006 to present | ||
| Pierre H. Vincent | Director | April 28, 2005 to present | ||
| Henri Baudet | Director | April 21, 2006 to present | ||
| Gerrit Bres | Director | April 21, 2006 to present | ||
| Michel Plante | Director | July 3, 2007 to present | ||
| Xin Zhao | Director | April 21, 2006 to present |
| Office Street Address: | 1155 Rene-Levesque Quest, Suite 2500 | |
| Montreal, Quebec, Canada H3B 2K4 | ||
| Telephone: | (514) 992-1391 |
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Anticus International Corporation
Mr. Daniel Trudeau, Mr. Trudeau cumulates 26 years of experience acquired within the consulting engineering sector. Since his beginning Mr. Trudeau has had a passion for start-ups companies, having inter-alia, active participations from the early stages in the following companies; Telegescom Inc.(Microcell Inc. ), Spectra Telecommunication Inc., and Look Communications, until the said companies became fully operational. Mr. Trudeau has also occupied the position of Vice President Operations for a company listed on the NASDAQ, as well as President and Chief of Operations of Technology Evaluation.Com.
More recently, Mr. Trudeau occupied the position of general manager of AVW-Telav Audio Visual Solutions, being responsible, in this position, for the national management of sales and operations of one of the division of the company.
Mr. Trudeau obtained a Bachelor Degree in Applied science and Mechanical Engeneering from The Polythecnique School of Montreal in 1980. In 1992, he received his Master Degree in Business Administration from the H.E.C of Montreal.
Education:
| 1976-1980 | Bachelor of Science, Mechanical Engineer, Polytechnique School of Montreal | |
| 1985-1992 | Master Degree in Business Administration (MBA) at, Hautes Etudes | |
| Commercials of Montreal. | ||
Recent Employment:
| BTC Experts- Conseils Inc. | February 2004 - August 2006 | |
| VP Operations |
BTC Experts- Conseils inc is a society that provides consultations services for enterprises to help them reach their goals in the area of development, expansion and profitability. The society regroups experience administrators who offer their expertise in various subject areas to diverse businesses of all sizes.
| AVW-Telav, Audio Visual Solutions | January 2001 - February 2004 | |
| General Manager, System Design and Integration |
AVW-Telav, Audio Visual Solution offers services and solutions in technological visual presentations for meetings, events and commercial fairs in more than 33 cities situated all around North America. The company also makes available the systems design and integration in the frame of permanent audio-visual applications. Responsible, of the management of sales, and operations in the Canadian Division of System Design and Integration. In that capacity, Mr. Trudeau managed a budgetary control of 16 million $, with control of 40 employees located in 4 cities.
Mr. Pierre H. Vincent has been the Vice-President of Group Lachance, a portfolio management company located in Montreal, Quebec, since May 2004. Mr. Vincent has also been operating since December 1994 his own investment company that focuses on forestry-type real estate, Immeubles Eau-Bois Inc. Mr. Vincent received a law degree from Laval University in May 1976 and was admitted to the Bar of Quebec in May 1977. In May 1980 he received a Masters in Taxation from the University of Sherbrooke.
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Anticus International Corporation
Henri Baudet began his career in the banking industry in 1970 in Geneva , Switzerland , with Banque Pariente (now Banca del Gottardo) where he held different management positions in several fields such as administration, stocks and bonds , financial management. In 1973, he moved to Keyser Ullmann, a British merchant bank where he was responsible for the securities division. In 1986, He was appointed vice president at Banque de Dépot (a Latsis Group bank) as head of the private customers division. In 1989, he became Director of JP Jordan & Cie SA, a renown portfolio management company in Geneva . In 1997, with some partners, he founded his own company, AS-B & Cie SA , dedicated to assets management for private clients. Over the years, Mr. Baudet has developed a great knowledge in financial mechanisms as well as an impressive list of contacts in the financial community.
Gerrit Bres,born in Holland, spent most of his career in the food industry, including 25 years for Mc Cain, a Canadian multinational food processor. His last position held was president of one of their divisions. He has been involved with the Canadian Meat Council from 1978 to 1998; acting as a Director from 1996 to 1997. Recently, he has worked as a consultant, more specifically as special project manager for projects like continuous quality improvement system and new plant planning.
Michel Plante is a Chartered Accountant who worked for Coopers & Lybrand, Chartered Accountants, for ten years, and then held several financial management positions with various technological organizations. Recently, from 2003 to 2007, he was Vice-President Finance, Chief Financial Officer and Corporate Secretary at Rocktest Limited, a company listed on the stock exchange. He is currently Deputy Chairman of Groupe Cabico Inc. Mr. Plante is also administrator of Collège Laval (a privately-held secondary education institution) and of Maniwaki Capital Inc. (TSX-Venture).
Dr. Xin Zhao,is professor and Chair at the Department of Animal Science at McGill University, Montreal, Quebec. In 1989, Cr. Zhao obtained a PHD from Cornell University in animal science, minors in physiology and nutrition.
Education
| 1985-1989 | Ph.D., Cornell University, Animal Science, Minors: Physiology and Nutrition | |
| 1982-1985 | Masters of Science, Nutritional Physiology and Nutritional Biochemistry | |
| Nanjing Agricultural University | ||
| 1978-1982 | Bachelor of Science, Animal Science, Nanjing Agricultural College |
Employment
| 2006 - | Professor, Dept. of Animal Science | |
| Macdonald Campus, McGill University | ||
| June 2004- | Chair (second term), Department of Animal Science | |
| Macdonald Campus, McGill University | ||
| June 1999-May 2004 | Chair, Department of Animal Science | |
| Macdonald Campus, McGill University | ||
| 1997 - 2005 | Associate Professor, Dept. of Animal Science | |
| Macdonald Campus, McGill University |
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Anticus International Corporation
The directors shall be elected at an annual meeting of the stockholders and except as otherwise provided within the Bylaws of Anticus International Corporation, as pertaining to vacancies, shall hold office until his successor is elected and qualified.
The directors of Anticus International Corporation are aware of no petitions or receivership actions having been filed or court appointed as to the business activities, officers, directors, or key personnel of Anticus International Corporation.
There are no familial relationships among the officers and directors, nor are there any arrangements or understanding between any of our directors or officers or any other person pursuant to which any officer or director was or is to be selected as an officer or director.
No non-compete or non-disclosure agreements exist between the management of Anticus International Corporation and any prior or current employer.
Anticus International Corporation has not, nor proposes to do so in the future, make loans to any of its officers, directors, key personnel, 10% stockholders, relatives thereof, or controllable entities.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the company’s directors and officers, and persons who own more than ten-percent (10%) of the company’s common stock, to file with the Securities and Exchange Commission reports of ownership on Form 3 and reports of change in ownership on Forms 4 and 5. Such officers, directors and ten-percent stockholders are also required to furnish the company with copies of all Section 16(a) reports they file. Based solely on its review of the copies of such forms received by the company and on written representations from certain reporting persons, the company believes that all Section 16(a) reports applicable to its officers, directors and ten-percent stockholders with respect to the fiscal year ended June 30, 2008 were filed.
Code of Ethics
The Company has always encouraged its employees, including officers and directors to conduct business in an honest and ethical manner. Additionally, it has always been the Company’s policy to comply with all applicable laws and provide accurate and timely disclosure. Despite the foregoing, we currently do not have a formal written code of ethics for either our directors or employees. We do not have a formal written code of ethics because we currently only have one employee, our president/CEO. Our president/CEO is held to the highest degree of ethical standards. Once we expand the executive and management beyond a single executive officer, we will adopt a written code of ethics for all of our directors, executive officers and employees.
Board of Director Meetings and Committees
The Board of Directors held 4 meetings during the year ended June 30, 2008.
Anticus does not have a designated Audit, Nominating or Compensation Committee and relies on the board of directors to perform those functions.
The board of directors of Anticus International Corporation has determined that for the purpose of and pursuant to the instructions of item 407(d) of regulation S-K titled Audit Committee Financial Expert,Mr. Pierre H. Vincent possesses the attributes of an Audit committee financial expert. Mr. Pierre H. Vincent is a Director of Anticus. Anticus does not have a designated Audit Committee and relies on the board of directors to perform those functions. Mr. Pierre H. Vincent is believed to be independent as defined by item 407(a) of regulation S-K. He receives compensation only through his service as a director and is a stockholder with less than a 5% holding position.
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Anticus International Corporation
Executive Compensation
| SUMMARY COMPENSATION TABLE | ||||||||||||||||||
| Nonqualified | ||||||||||||||||||
| Non-Equity | Deferred | |||||||||||||||||
| Stock | Option | Incentive Plan | Compensation | All Other | ||||||||||||||
| Name and | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | ||||||||||
| Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||
| Daniel Trudeau | 2008 | 70,000 | 0 | 0 | 28,673 | 0 | 0 | 0 | 98,673 | |||||||||
| President and CEO | 2007 | 40,000 | 0 | 0 | 67,650 | 0 | 0 | 0 | 107,650 | |||||||||
| (September 19, 2006) | 2006 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
Director Compensation
| Fees Earned | Nonqualified | |||||||||||||||
| Or | Non-Equity | Deferred | ||||||||||||||
| Paid In | Stock | Option | Incentive Plan Compensation | All Other | ||||||||||||
| Cash | Awards | Awards Compensation | Earnings | Compensation | Total | |||||||||||
| Name | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ||||||||
| Henri Baudet | 2008 | 0 | 0 | 18,250 | 0 | 0 | 0 | 18,250 | ||||||||
| (April 21, 2006) | 2007 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
| 2006 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
| Gerrit Bres | 2008 | 0 | 0 | 10,950 | 0 | 0 | 0 | 10,950 | ||||||||
| (April 21, 2006) | 2007 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
| 2006 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
| Michel Plante | 2008 | 0 | 0 | 10,950 | 0 | 0 | 0 | 10,950 | ||||||||
| (April 21, 2006) | 2007 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
| Lucien Pomerleau | 2008 | 0 | 0 | 10,950 | 0 | 0 | 0 | 10,950 | ||||||||
| Former Director | 2007 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
| (April 21, 2006 - | 2006 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
| February 29, 2008) | ||||||||||||||||
| Pierre H. Vincent | 2008 | 0 | 0 | 10,950 | 0 | 0 | 0 | 10,950 | ||||||||
| (November 28, 2005) | 2007 | 0 | 0 | 6,405 | 0 | 0 | 0 | 6,405 | ||||||||
| 2006 | 0 | 0 | 7,012 | 0 | 0 | 0 | 7,012 | |||||||||
| Xin Zhao | 2008 | 0 | 0 | 10,950 | 0 | 0 | 0 | 10,950 | ||||||||
| (April 21, 2006) | 2007 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
| 2006 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
Notes:
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.See note 7 (c) “Stock Options” in the included Notes to Financial Statements.
As of June 30, 2008, Anticus International Corporation had no group life, health, hospitalization, medical reimbursement or relocation plans in effect.
We had no pension plans or plans or agreements which provide compensation on the event of termination of employment or change in control of us and have therefore eliminated a column specified by Item 402 (c)(2) titled “Change in Pension Value and Nonqualified Deferred Compensation Earnings (h)” in the above Summary Compensation Table No family relationships exist among any directors, executive officers, or persons nominated or chosen to become directors or executive officers.
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Anticus International Corporation
Employment Agreements
The Company has signed a renewable twelve (12) month agreement with Mr. Daniel Trudeau, President and CEO, whereby the Company agrees to pay Mr. Trudeau compensation of $70,000 CDN per year, as well as five hundred thousand (500,000) options, exercisable at 0.08 USD The agreement expires August 31, 2008. As of the date of this report the Board has not formally renewed this agreement.
Compensation of Directors
On January 17, 2008, the Company granted options to its directors and key personnel to purchase 2,900,000 shares of its common stock at price of $.07 per share. The options expire on January 17, 2013. The value of the option awards is indicated in the above Summary Compensation Table. The Number of options awarded is as follows:
| Henri Baudet, Director received 500,000 options. Gerrit Bres, Director received 300,000 options. Michel Plante, Director received 300,000 options. Lucien Pomerleau, Director received 300,000 options. Pierre H. Vincent, Director received 300,000 options. Xin Zhao, Director received 300,000 options. |
Anticus does not have a designated Audit, Nominating or Compensation Committee and relies on the board of directors to perform those functions. The entire board participates in the deliberations concerning executive officer compensation.
41
Anticus International Corporation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Beneficial Ownership Table
The following table sets forth, as of June 30, 2008; the beneficial ownership of Anticus International Corporation common stock by each person known to the company to beneficially own more than five percent (5%) of the company’s common stock, including options, outstanding as of such date and by the officers and directors of the company as a group. Except as otherwise indicated, all shares are owned directly:
| Common Stock | ||||||
| Amount and Nature | Percentage(3) | |||||
| Name and Address of Beneficial Owner | of Beneficial Ownership | Acquirable | of Class | |||
| Daniel Trudeau | 0 | 500,000 | 1.1 | |||
| President and CEO | ||||||
| Pierre H. Vincent | 0 | 300,000 | .7 | |||
| Director | ||||||
| Henri Baudet | 0 | 500,000 | 1.1 | |||
| Director | ||||||
| Gerrit Bres | 0 | 300,000 | .7 | |||
| Director | ||||||
| Michel Plante | 0 | 300,000 | .7 | |||
| Director | ||||||
| Xin Zhao | 0 | 300,000 | .7 | |||
| Director | ||||||
| Officers and Directors as a Group | 0 | 2,200,000 | 5.0 | |||
| Total | 0 | 2,200,000 | 5.0 | |||
Notes:
1. Each beneficial owner’s percentage ownership assumes the exercise or conversion of all options, warrants and other convertible securities held by such person and that are exercisable or convertible within 60 days after June 30, 2008.
Total shares outstanding as of June 30, 2008 were 43,664,960 held by approximately 72 shareholders of record and an undetermined number of holders in street name.
All ownership is beneficial and of record except as specifically indicated otherwise. Beneficial owners listed above have sole voting and investment power with respect to the shares shown unless otherwise indicated.
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Anticus International Corporation
Equity Compensation Plan Information
On January 17, 2008, the Company adopted its Stock Option Plan 2008, Under the plan, the Board of Directors or a committee appointed by the Board is authorized to issue shares and grant incentive stock options, to a maximum of 4,364,496 shares of the issued and outstanding shares, to directors, employees and consultants of the Company entitling them to purchase common share at a price per share determined by the committee. Options issued under the plan expire five years from date of grant.
The following table provides information as of September 29, 2008 regarding compensation plans (including individual compensation arrangements) under which equity securities are authorized for issuance:
| Number of securities | ||||||
| Number of securities | available for future | |||||
| to be issued | Weighted-average | issuance under equity | ||||
| upon exercise of | exercise price of | compensation plans | ||||
| outstanding options, | outstanding options, | (excluding securities | ||||
| Plan Category | warrants and rights | warrants and rights | shown in first column) | |||
| Equity compensation plans | ||||||
| approved by shareholders(1)(2) | 0 | $ 0.00 | 0 | |||
| Equity compensation plans | 3,800,000 | $ 0.08 | 564,496 | |||
| not approved by shareholders(1)(3) | ||||||
| Total | 3,800,000 | $ 0.08 | 564,496 |
| (1)Consists of shares of our common stock issued or remaining available for issuance under our stock compensation plan. (2)Approved by shareholders of Anticus International Corporation. (3)The total common stock issued from the maximum 4,364,496 shares authorized under the stock compensation plan as of January 17, 2008 was 564,496 shares. |
The following is a summary of the outstanding options:
| Weighted | ||||||
| Number | average | |||||
| of | exercise | |||||
| shares | 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 | (725,000) | (0.19) | ||||
| Outstanding – June 30, 2008 | 3,800,000 | $ | 0.09 | |||
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Anticus International Corporation
Certain Relationships and Related Transactions
Effective April 20, 2006, Anticus International Corporation (“Anticus”) has acquired a worldwide exclusive license to the microbiological process known as “Prolactis”. The process provides for the bioconversion of lactose and other sugar into high proteins biomass, literally transforming waste and by-products into water and yeast to be used in animal feed.
The agreement is by and between Anticus International Corporation and: Michel Deblois Technologies Inc. (Michel Deblois, President) and Costal, Inc. (Jacques Goulet, President) and Redal, Inc. (Lucien Pomerleau, General Director).
As compensation for the license, Anticus was required to pay two million one hundred thousand (2,100,000) common shares. All shares were issued as exempted transactions under Section 4(2) of the Securities Act of 1933 and are subject to Rule 144 of the Securities Act of 1933.
On October 3, 2006, the Company issued 1.5 million (1,500,000) shares at $0.18 per share to the licensor to waive any and all conditions contained in the license agreement and obtain a clear license toProlactis. The cost of the license of $732,000 is being amortized over five years.
TheProlactis process provides, through the use of a bioreactor, for the bioconversion of lactose and other sugar, into high proteins biomass, literally transforming waste and by products into water and yeast to be used in animal feed. The Process has been developed by Jacques Goulet, Ph.D., agr., professor at Laval University in Quebec City, Quebec, Michel Deblois, engineer, and Lucien Pomerleau, M.Sc., agr. Worldwide patents are pending.
Anticus is now obligated to pay Redal, Inc. a royalty of four percent (4%) of all gross sales. Redal, Inc. holds the exclusive right to supply the proprietary components of the systems, at fair values to be agreed between the parties. On June 25, 2008, the Company entered into an agreement with Redal, Inc, to construct a bioreactor for the Company at a price of approximately, $30,000.
44
Anticus International Corporation
Principal Accountant Fees and Services
(1)Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements and review of financial statements included in the registrant's Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ending June 30, 2008 and 2007 were: $18,619 and $24,269, respectively.
(2)Audit-Related Fees
No aggregate fees were billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant's financial statements and are not reported under item (1) for the fiscal years ending June 30, 2008 and 2007.
(3)Tax Fees
No aggregate fees were billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning for the fiscal years ending June 30, 2008 and 2007.
(4)All Other Fees
No aggregate fees were billed for professional services provided by the principal accountant, other than the services reported in items (1) through (3) for the fiscal years ending June 30, 2008 and 2007.
(5)Audit Committee
The registrant's Audit Committee, or officers performing such functions of the Audit Committee, have approved the principal accountant's performance of services for the audit of the registrant's annual financial statements and review of financial statements included in the registrant's Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal year ending June 30, 2008. Audit-related fees, tax fees, and all other fees, if any, were approved by the Audit Committee or officers performing such functions of the Audit Committee.
(6)Work Performance by others
The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than 50 percent.
45
Anticus International Corporation
Exhibits, Financial Statement Schedules
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. | ||||
| 10.1 | Agreement, filed as exhibit 10 with the registrant’s Current Report on Form 8-K; | |||
| filed with the Securities and Exchange Commission on April 25, 2006. | ||||
| 10.2 | Agreement, filed as exhibit 10 with the registrant’s Current Report on Form 8-K; | |||
| filed with the Securities and Exchange Commission on July 12, 2006. | ||||
Anticus International Corporation includes herewith the following exhibits:
| 31.1 | Certification of Principal Executive Officer and Principal Accounting Officer | |
| (Rule 13a-14(a)/15d-14(a)) | ||
| 32.1 | Certification of Principal Executive Officer and Principal Accounting Officer | |
| (18 U.S.C. 1350) |
Anticus International Corporation includes herein the following financial statements:
| Page | ||
| Report of Independent Registered Public Accounting Firm | 17 | |
| Financial Statements | ||
| Balance Sheet as of June 30, 2008 and June 30, 2007 | 18 | |
| Statements of Operations for the years ended June 30, 2008 and 2007 | ||
| and for the period from inception (May 1, 2002) through June 30, 2008 | 19 | |
| Statement of Comprehensive Loss for the years ended June 30, 2008 and 2007 | ||
| and for the period from inception (May 1, 2002) through June 30, 2008 | 20 | |
| Statement of Cash Flows for the years ended June 30, 2008 and 2007 | ||
| and for the period from inception (May 1, 2002) through June 30, 2008 | 21 | |
| Statement of Stockholders’ Equity from inception (May 1, 2002 through June 30, 2008 | 22 - 24 | |
| Notes to Financial Statements | 25 - 34 |
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Anticus International Corporation
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Anticus International Corporation | ||||
| Registrant | ||||
| Date: April 24, 2009 | By: | \s\ Daniel Trudeau, President | ||
| Daniel Trudeau, President | ||||
| Principal Executive Officer and Principal | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: April 24, 2009 | By: | \s\ Daniel Trudeau, President | ||
| Daniel Trudeau, President | ||||
| Principal Executive Officer and Principal Accounting Officer | ||||
| Date: April 24, 2009 | By: | \s\ Pierre H. Vincent, Director | ||
| Pierre H. Vincent, Director | ||||
| Date: April 24, 2009 | By: | \s\ Henri Baudet, Director | ||
| Henri Baudet, Director | ||||
| Date: April 24, 2009 | By: | \s\ Gerrit Bres, Director | ||
| Gerrit Bres, Director | ||||
| Date: April 24, 2009 | By: | \s\ Michel Plante, Director | ||
| Michel Plante, Director | ||||
| Date: April 24, 2009 | By: | \s\ Xin Zhao, Director | ||
| Xin Zhao, Director | ||||
47
