Anticus International (ATCI) 10-Q 2010 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2009
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

000-51779
Commission File Number
ANTICUS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada	98-0375504
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1155 Rene-Levesque O, Suite 2500, Montreal, QC, Canada	H3B 2K4
(Address of principal executive offices)	(Zip Code)
(514) 992-1391
(Registrant’s  telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]  No [  ]

Yes [X]  No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [  ]  No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  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	[  ]	Smaller reporting company	[X]
(Do not check if a 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 [   ]  No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [  ]  No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

51,978,295 common shares outstanding as of November 12,  2009

(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)

ANTICUS INTERNATIONAL CORPORATION

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4T.	Controls and Procedures	13
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Submission of Matters to a Vote of Security Holders	15
Item 5.	Other Information	15
Item 6.	Exhibits	16
	Signatures	17

2

PART I

ITEM 1.                        FINANCIAL STATEMENTS

3

ANTICUS INTERNATIONAL CORPORATION (A DEVELOPMENT STAGE COMPANY) Consolidated Balance Sheets September 30, 2009 (EXPRESSED IN U.S. FUNDS)
	September 30,			June 30,
	2009			2009
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	52,005		$	33,180
Prepaid expenses		3,532			7,064
Receivable from taxing authorities		6,969			24,905
Total current assets		62,506			65,149
Deferred loan fees, net		2,859			4,370
Property and equipment-net		9,844			10,891
Industrial Equipment (note 4)		27,391			27,391
Intangible asset- net		388,414			392,878
Total assets	$	491,014		$	500,679
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	106,243		$	71,674
Accrued interest on convertible debentures		4,011			7,912
Convertible debentures		200,000			200,000
Total current liabilities		310,254			279,586
Total liabilities		310,254			279,586
Stockholders' equity:
Authorized common stock:
75,000,000 shares with a par value of $0.001
Issued and outstanding:
50,311,628 shares at September 30, 2009 and 43,644,960 at June 30, 2009		50,313			43,645
Additional paid-in capital		2,497,947			2,128,615
Subscriptions payable		94,000			376,000
Deficit accumulated during development stage		(2,461,500	)		(2,327,167	)
Total stockholders' equity		180,760			221,093
Total liabilities and stockholders' equity	$	491,014		$	500,679

The accompanying notes are an integral part of these financial statements

F-1

ANTICUS INTERNATIONAL CORPORATION (A DEVELOPMENT STAGE COMPANY) Consolidated Statements of Operations (EXPRESSED IN U.S. FUNDS)
	Three Month Period Ended September 30,						Cumulative Amounts from Date of Incorporation (May 1, 2002) Through September 30, 2009
	2009			2008
	(Unaudited)			(Unaudited)			(Unaudited)
Revenue	$	-		$	-		$	-
Operating expenses:
Research and development		34,853			1,169			292,362
Compensation on option grants		-			-			244,368
General and administrative expenses		70,689			115,526			1,748,859
Gain on settlement of indebtedness		-			17			(21,794	)
Foreign exchange		2,156			-			6,927
		(107,698	)		(116,712	)		(2,270,722	)
Other income (expenses)
Interest income		792			-			3,238
Interest and penalties expense		(27,427	)		(5,767	)		(56,326	)
Loss from continuing operations		(134,333	)		(122,479	)		(2,323,810	)
Discontinued operations		-			-			(137,690	)
Net loss	$	(134,333	)	$	(122,479	)	$	(2,461500	)
Other comprehensive loss
Foreign currency translation adjustment		-			(487	)		-
Net comprehensive loss	$	(134,333	)	$	(122,966	)	$	(2,461,500	)
Net loss per share- basic	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding-basic		44,084,521			45,148,583

The accompanying notes are an integral part of these financial statements

F-2

ANTICUS INTERNATIONAL CORPORATION (A DEVELOPMENT STAGE COMPANY) Consolidated Statements of Cash Flows (EXPRESSED IN U.S. FUNDS)
	Three Month Period Ended September 30,		Cumulative Amounts from Date of Incorporation (May 1, 2002) Through September 30, 2009
	2009	2008
	(Unaudited)	(Unaudited)	(Unaudited)

Cash flows from operating activities
Net loss for the period	$	(134,333	)	$	(122,478	)	$	(2,461,500	)
Shares issued for services		-			-			381,848
Shares issued for abandoned license		-			-			76,000
Contributed rent and services		-			-			13,600
Gain on settlement of indebtedness		-			-			(21,794	)
Compensation recognized on option grants		-			-			271,078
Accrued interest		(3,901	)		-			4,011
Amortized deferred loan fees		-			-			5,996
Depreciation		7,896			39,904			359,597
Adjustments to reconcile net loss to net cash
used in operating activities
Decrease (increase) in  receivables		17,936			(4,540	)		(8,578	)
Decrease (increase) in prepaid expenses and other assets		3,532			(13,455	)		17,020
Increase (decrease) in accounts payable and accrued expenses		34,569			11,552			133,855
Increase (decrease) in convertible debentures		-			4,054			-
Net cash used in operating activities		(74,301	)		(84,963	)		(1,228,867	)
Cash flows from investing activities
Property and equipment		(874	)		-			(51,950	)
Net cash used by investing activities		(874	)		-			(51,950	)
Cash flows from financing activities
Proceeds from issuance of common stock		-			100,000			699,682
Payments in connection with private offering		-			-			(35,984	)
Proceeds on sale and subscriptions of common stock		94,000			-			470,000
Proceeds on issuance of debt		-			-			200,000
Net cash provided by financing activities		94,000			100,000			1,333,698
Effect of exchange rates on cash					(487	)		(876	)
Net change in cash		18,825			14,550			52,005
Cash, beginning of period		33,180			19,238			-
Cash, end of period	$	52,005		$	33,788		$	52,005

SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES
Cash paid during the period for:
Interest	$	-	$	-	$	-
Income taxes	$	-	$	-	$	-

The accompanying notes are an integral part of these financial statements

F-3

ANTICUS INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(EXPRESSED IN U.S. FUNDS)

(UNAUDITED)

1   Nature of operations

a)  Organization

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

b)  Development stage activities

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

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

c)  Going concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As shown in the accompanying financial statements, the Company has incurred a net loss of $2,461,500 for the period from inception, May 1, 2002 to September 30, 2009, and has no sales.  The Company expects that it will need to raise substantial additional capital to accomplish its business plan over the next several years. The Company is actively seeking additional funding through the issuance of convertible debentures and private placements.  It is the Company’sintention to bring a pilot plant into operation as soon as possible. This will allow the Company to manufacture its own products and start generating revenues. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

d)  Unaudited Interim Financial Statements

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q.  They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements.  However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended June 30, 2009 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.  The consolidated interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending June 30, 2010.

F-4

ANTICUS INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(EXPRESSED IN U.S. FUNDS)

(UNAUDITED)

2 Summary of significant accounting policies

The consolidated financial statements include the accounts of the Company and its subsidiary, Green Yeast Canada Inc., created in August 2008.

a)   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.

b)   Cash and cash equivalents

For purposes of the statement 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.

c)  Loss per share

Basic earnings (loss) per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period.  Dilutive earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of the Company.  Where applicable, dilutive loss per share is equal to that of basic loss per share as the effects of stock options and warrants have been excluded as they are anti-dilutive.

3 Adoption of New Accounting Standards

a)   Fair Value Measurements

SFAS 157 is effective for financial assets and liabilities in fiscal years beginning after November 15, 2007, and for non-financial assets and liabilities in fiscal years beginning after November 15, 2008. The Company adopted SFAS 157 for financial assets and liabilities with no material impact to the consolidated financial statements. The Company is currently evaluating the potential impact of the application of SFAS 157 on the non-financial assets and liabilities found on its consolidated financial statements.  SFAS No. 157 applies to all assets and liabilities that are being measured and reported on a fair value basis. SFAS No.157 requires new disclosure that establishes a framework for   measuring fair value in GAAP, and expands disclosure about fair value measurements. This statement enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The statement requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

F-5

ANTICUS INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(EXPRESSED IN U.S. FUNDS)

(UNAUDITED)

a)  Fair Value Measurements - (continued)

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

b)  Fair Value of Financial Instruments

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

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

	September 30, 2009				June 30, 2009
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets
Cash and cash equivalents	$	52,005	$	52,005	$	33,180	$	33,180
Receivable from taxing authorities	$	6,969	$	6,969	$	24,905	$	24,905
Financial liabilities
Accounts payable and accrued expenses	$	106,243	$	106,243	$	71,674	$	71,674
Accrued interest on convertible debt	$	4,011	$	4,011	$	7,912	$	7,912
Convertible debentures	$	200,000	$	200,000	$	200,000	$	200,000

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

4 Industrial equipment

In October 2008, the Company purchased new industrial equipment for an amount of $27,391. It was not depreciated during the period as it was not ready for its intended use.

F-6

ANTICUS INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(EXPRESSED IN U.S. FUNDS)

(UNAUDITED)

5 Capital stock

a)   Stock split

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

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

b)  Common stock issuances

The authorized common stock of the Company consists of 75,000,000 shares of common stock with par value of $0.001.

On August 14, 2009, the Company sold an additional 1,666,667 units of this offering for cash consideration of $100,000 and agreed to pay a financing fee of $6,000 for net proceeds of $94,000. The shares were not issued during the period covered by this financial statement and are recorded as subscriptions payable.

The Company has agreed to pay a cash financing fee in the amount of $30,000, which is equal to 6% of the gross proceeds of the private placement. These transaction costs are reflected as a reduction of additional paid in capital.  Of the amount of $30,000 cash financing fee, a total of $12,000 has been paid and the remaining $18,000 remains due and payable.

c)  Stock options

The Company has two stock option plans. The first is the 2005 Employee/Consultants Stock Option Plan (“2005 Plan”), adopted 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.   The second is the 2008 Stock Option Plan (“2008 Plan”), adopted on January 17, 2008.  Under this 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. The plan will terminate on the earlier of the date of the grant of the final share or option for the last share of common stock allocated under the plan or 5 years from the date thereof, whichever is earlier, and no shares or options will be granted thereafter pursuant to the plan.

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.

F-7

 ANTICUS INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(EXPRESSED IN U.S. FUNDS)

(UNAUDITED)

5 Capital stock (continued)

d) Warrants

On August 14, 2009, the Company accepted a private placement which included the issuance of 1,666,667 stock purchase warrants exercisable into common shares at $0.12 per share expiring on July 1, 2009. As the expiry date of the warrants was prior to the acceptance date of the subscription, no warrants were issued by the Company.

	Number of Warrants		Weighted average exercise Price per share		Weighted average remaining In contractual life (in years)
Balance, June 30 2008		571,429	$	0.12		0.125
Issued		6,666,668	$	0.12		0.012
Expired		571,429	$	0.12		-
Exercised		-		-		-
Balance, June 30, 2009		6,666,668	$	0.12		0.012
Issued		-	$	0.12
Expired		6,666,668	$	0.12
Exercised
Balance, September 30, 2009		-

6 Related Party

In July 2008, the Company sold 1,666,667 units of this offering for $100,000 USD to Pelsa Foundation; the Company subsequently sold a total of 5,000,001 units for total consideration of $300,000 USD to Primitive African Art, who purchased 1,666,667 units for $100,000 USD in November 2008 1,666,667 units for $100,000 USD February 2009, 1,666,667 units for $100,000 USD in April 2009, and in August 2009, the Company sold a total of 1,666,667 units for $100,000 USD to Farnworth Securities. The total funds raised from this offering as of the date of this report are $500,000, less financing costs totaling $30,000.  Pelsa Foundation, Primitive African Art and Farnworth Securities have an officer in common with a director of Anticus, Mr. Henri Baudet.   Mr. Baudet disclaims any voting control or beneficial ownership of Pelsa Foundation, Primitive African Art and Farnworth Securities.

Further, the company to whom the financing costs were payable is a company of which 50% of the shares are owned by Mr. Baudet.   To date, a total of $12,000 has been paid against the financing costs of $30,000.

7 Subsequent Events

Subsequent to the period covered by this report the Company issued a total of 1,666,667 shares of common stock pursuant to a private placement undertaken during the three month period ended September 30, 2009.

On October 16, 2009, a company controlled by a director of the Company entered into a contract with the Company to undertake the financial reporting and financial statement preparation for the Company.

The Company has evaluated subsequent events from the balance sheet date through November 12, 2009 and determined that there are no other items that require disclosure.

F-8

ITEM 2.                        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATION

Forward-Looking Statements

This current report contains forward-looking statements relating to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance.  You should not place undue reliance on these statements, which speak only as of the date that they were made.  These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock.

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

As used in this current report and unless otherwise indicated, the terms “we”, “us”, the “Company” and “Anticus” refer to Anticus International Corporation.

General Overview

Anticus International Corporation (the “Company”, “we”, “us”, “our” or “Anticus”) was incorporated on May 1, 2002 under the laws of the State of Nevada, and has a fiscal year end of June 30th. The Company has been in the development stage since its formation and has not realized any revenues from its planned operations. Anticus International Corporation has never declared bankruptcy, has never been in receivership, and has never been involved in any legal action or proceedings.

After a number of unsuccessful attempts to complete acquisitions, effective April 20, 2006, we acquired a worldwide exclusive license to the microbiological process known as “ProlactisTM” from Michel Deblois Technologies Inc.,  Costal, Inc. and Redal, Inc. by way of the issuance of two million one hundred thousand (2,100,000) common shares of our Company.  On October 3, 2006, we issued a further one million five hundred thousand common shares (1,500,000) at a deemed price $0.18 per share to the licensors to waive any and all conditions contained in the license agreement and obtain a clear license to ProlactisTM subject only to payment of a royalty of four percent (4%) of all gross sales to Redal, Inc. and the exclusive right by Redal, Inc. to supply the proprietary components of the systems, at fair market value to be agreed between Anticus and Redal, Inc.

The ProlactisTM process provides, through the use of a bioreactor, for the microbial bioconversion of lactose and other fermentable carbohydrates (sugars), into a high quality protein biomass, literally transforming certain food production waste and by products into water and commercially usable yeastcalled Kluyveromyces marxianus. The ProlactisTM process was developed by Jacques Goulet, Ph.D., Agr, President of Costal Inc. and professor at Laval University in Quebec City, Quebec, Canada, Michel Deblois, President of Michel Deblois Technologies Inc. and engineer, and Lucien Pomerleau, M.Sc., Agr., and President of Redal, Inc.  The yeast variety produced by this process as part of the Company’s license, is Kluyveromyces marxianus, and the remaining effluent is then available for simple disposal into municipal wastewater systems.

4

The Company has completed the proof of concept and the initial testing of the ProlactisTM process using whey permeates as the raw material.  The next development stage is to construct and operate a semi-industrial plant (single reactor) for final pre-commercialization testing. This scale up from the current pilot plant will allow the company to carry out, among other things, the full optimization of the various production parameters so as to maximize yields and design the complete quality assurance program for the end product(s). This semi-industrial unit will also function as a technological showcase.

In August 8, 2008, Green Yeast Canada Inc. (Levure Verte Canada Inc. in French) was incorporated under the Canada Business Corporations Act, with a registered office in Quebec, and is a wholly owned subsidiary of Anticus.  The purpose of Green Yeast Canada Inc. is to undertake research & development activities and operations in Canada.   It is the intent of the Company to undertake all of its Canadian operations through the wholly owned subsidiary, although they are not currently doing so.

Principle Products and Services and their Markets

The ProlactisTM  Process for Yeast Production.

ProlactisTM

The very essence of this process relies on the ability of yeasts to capture and assimilate certain components present in liquid agrifood production effluents. The main chemical elements sought are carbon and nitrogen in forms which yeast can metabolize in order to propagate. Several types of such industrial effluents contain either nitrogen or carbon or both. Those by-products have little or no value and may even represent a serious and costly disposal problem. However, yeast manufactured using these raw materials can be marketed ‘as is’ or used as base for extraction of strategic compounds. For the latter scenario, value depends on the level of technology involved and can include end uses as diverse as animal health/nutrition and human pharmaceuticals.

The process itself for an individual ‘reactor’ is to inoculate a bioreactor tower with a yeast strain which adheres and fully coats the internal surfaces within 10 to 12 days.  Thereafter, nutrients are directly fed, on a 24/7 basis, to the yeast by continuous gentle dispersion of whey or other carbohydrate sources from the top of the tower. As the liquid flows downward, key nutrients are absorbed by the yeast cells that then multiply by mitosis and fall out by gravity into the collecting system at the bottom of the reactor.  The yeast is subsequently separated using centrifugation or another suitable method. Generally, the resultant concentration of yeast is around 3%, with variations a function of the raw material supplied.  The remaining liquid is an aqueous effluent of low COD (Chemical Oxygen Demand, which is a measure of the level of this type of pollutant in the effluent), ranging from a reduction of 65% to 95% from original levels.

Principles of yeast manufacturing have been known for a long time. However, the process and hardware licensed by the Company allows for the economical and efficient processing of ‘diluted’ raw materials.  Until now, the industrial production of yeast is usually done on molasses which contain 4 to 10 times more carbon compounds than the by-products suitable for the current system.

ProlactisTMYeast

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 thousands of others; some have commercial applications, such as the ones used in the ProlactisTM process (Kluyveromyces marxianus). Some varieties (generally called stocks) are considered as useful and are used to make yogurt, cheese, vinegar, etc. 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 that stock cannot digest the sugar contained in milk (lactose), which our process can. The yeast stock fixed in the bioreactor is chosen according to the specific end-product requirements.

The final product from our process can be:

Yeast Biomass - Kluyveromyces marxianus in a variety finished forms.

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Yeast Components - Autolysates / Extracts, which 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 a natural flavor, 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

The Market for Yeast Products in General:

Potential markets are in the following area:

·   Animal feed market

·   Pet food market

·   Food (flavor enhancement) and ingredient market

·   Probiotic market

Animal Feed Market:

The global market for animal 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, and is forecast to be US$15.4 billion by 2010. Major growth is expected in Asia, especially in China. South America, and to a lesser extent Eastern Europe, contribute to further growth in the market. The US and Western European markets however are expected to contribute less to market growth, due to generally declining livestock numbers and less 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 generally reached a level of saturation. Here the market is shifting to more convenient and processed products. In general the 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 market constraints that are challenging the market for feed additives:

a) Outbreak of animal diseases

In the years under review, the meat industry has been 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. Particularly, Chinese vitamin producers challenged the industry with very 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 significantly 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 are expected to account for $8.1 billion 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.

Summary

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%.

Pet Food Market:

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.

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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 estimated to be $17 billion in 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.

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 relatively underdeveloped, as consumer-focused companies, such as Danone and Yakult, have invested less significantly in breaking the US market, though this trend appears to be changing rapidly towards entry into the US market.

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.

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Distribution Methods of the Products

As the Company is not yet producing product in commercial quantities, a distribution method has not been comprehensively established.  However, it is anticipated that as the product will be sold primarily to other downstream producers, who will be using the product as an additive or further refining it, then the product will be bulk shipped by truck in the appropriate containers required to maintain the product in a temperature controlled and non-contaminated state.

Status Update on Products

Through the end of the current quarter ending September 30, 2009, additional work had been undertaken in regards to completing the engineering design on the pilot plant.  Additionally, efforts were made in researching new markets for the yeast product, as well as researching potential higher value derivative products based on the yeast, including research on the viability of utilizing our product in swine health and nutrition.  Subsequent to the Company being able to obtain the required financing for the pilot plant, the Company expects to be able to rapidly undertake the construction of the pilot plant, and, upon successful testing and operations, be in a position to generate initial revenues from the pilot operation.

Competitive Business Conditions

Generally speaking, the human nutrition market is seen as more lucrative than the animal nutrition market.  However, suppliers in the human sector must comply with very strict and expensive regulations with regards to the safety and efficacy of the products. The origin and control of raw materials may influence a new product’s acceptability for the human market. As an example, a raw material that is stored under unsanitary conditions will not be accepted for the production of human-grade yeast. Acceptable substrates would be for instance, off-spec batches of beer, of soft drinks and of course most milk products.

At the moment, no official request has been filed to pursue human applications. Consequently, our development efforts are directed towards to animal health/nutrition applications. Currently the international market for feed yeasts focuses mainly on livestock species.

Since yeasts contain up to 50% protein on a dry basis, they can be sold as protein supplements in animal nutrition. However, margins are weak in this segment because the overall supply of commodities such as corn, soy, canola and other protein sources is relatively cheap. In order to add significant value, other unique characteristics must be emphasized.  Potential buyers such as feed manufacturers have a sound understanding of the various yeast advantages, for instance as a supply of key nutrients in animal nutrition: essential amino acids, nucleotides, cell wall components, vitamins and minerals. Moreover, a number of refereed scientific publications describe the benefits of yeasts on animal growth and on immune status. In the EEC, ‘probiotic’ yeasts are being touted as alternatives to the use of antibiotic-type growth promoters in various animal species.

It is reasonable to forecast an increase in demand for a ‘clean’ protein source - yeast - in animal health/nutrition.  Factors behind this trend include the growing preoccupation of the average consumer towards publicized phenomena such as the overuse of antibiotics in food animal production and infectious outbreaks such as mad cow disease. Policy changes and progressive restrictions are likely to further help the introduction of new types of probiotic yeasts and their derivatives.

Up until now, the feed yeast market has been dominated by Saccharomyces cerevisiae, the yeast also known for bread-making, wine and beer fermentations. Major players have focused their efforts towards the development of new products from that very Saccharomyces such as selenium- or chromium-enriched yeasts. In certain cases, producers have channeled into the animal feed market those manufactured yeast lots which did not fully meet requirements for clients in human nutrition.

It is our approach to identify the unique characteristics of our own yeast variety, and target those downstream manufacturers who are presently using alternative yeast varieties, or who could benefit from the addition of yeast to their products.  In many instances, we can identify the unique characteristics of the Kluyveromyces strain we produce, and offer a cost effective substitute to the alternatives.   Upon establishing a market for our variety, we will be one of just a small number of global producers of this variety.

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There are at the moment at least two known producers of Kluyveromyces, based in Europe, one selling into certain niche yeast markets, and the other selling savory ingredients for the aroma and flavoring industry. Our unique production method, and very low cost raw material supply, will position as being very competitive against these other producers.

Raw Materials

Various raw materials for this process are available in large volumes around the world, but in the current context those of greater interest are: milk by-products (whey permeates and derivatives), and expired or defective batches of beers and soft drinks. Such materials contain carbon, are generally of high quality, and in many instances cause environmental problems upon disposal. Depending on the circumstances, it is often possible to source these materials at no cost or to charge the point of origin to solve their disposal issue.

It is an understatement that the current regulatory situation does require more and more initiatives designed to alleviate the environmental impact of agrifood production.  Under such conditions, applying a new process to turn waste by-products into marketable value-added compounds and ingredients is an obvious step in the right direction.

Worldwide, more than 177 billion liters of cheese whey are produced annually. Less than 40 % of that amount is transformed into whey powder.  In Québec alone, cheese production generates 1.2 billion liters of liquid whey, a figure which represents more than half of the overall Canadian production.

In 2003, the world production of beer was 144 billion liters annually. Supposing losses of 1% (returns and missed lots) we can estimate the available volumes to be more than 1.4 billion liters.  The annual worldwide consumption of sparkling sodas in 2005 was more than 194 billion liters.

The principal suppliers are very diverse, and potentially include all major manufacturers of cheese, beer and sparking sodas, in Quebec and neighboring regions.

Main whey producers in North America:

-   More than 20 cheese plants: Lactalis, Kraft, Parmalat, Saputo, Agropur

-   Some of Quebec medium companies; Chalifoux, Perron, St-Laurent, Boivin

Recent Corporate Developments

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

In October of 2007, the Company announced that a demonstration and operating unit at the Quebec science complex had started production of small batches of lactic yeast samples, Kluyveromyces marxianus.  Potential customers were satisfied with the initial samples, which has led to a requirement to produce larger samples of up to 500 kilograms, so as to further evaluate the product. The demonstration unit lacked this production capacity.

To meet this requirement, the Company is planning to build an expanded pre-production line, which will have a bioreactor capable of producing the 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.

In June 2008, the Company entered into an agreement with Redal, Inc, to construct a bioreactor capable of the larger sample quantities required. The cost was $26,649. The equipment is now completed and in storage until the support equipment required to process the larger samples can be purchased. Once we have the necessary supporting equipment for our larger capacity bio-reactor we will require approximately 12 weeks to activate the reactor for production.

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On April 16, 2009, we entered into an agreement with Technologies Biofermec Inc. to produce 50 kilos of two KM yeast products, Active yeast and Autolyzed & hydrolyzed inactive yeast. Goals for this research production of yeast are: (1) To better understand the growth parameters of the strain K.marxianus GY (2) To define and establish the parameters for control and QC during fermentation (3) To optimize the growth medium for K.marxianus GY by using nutritional additives (4) To optimize the production of inoculums (5) To define and validate the fed-batch mode of propagation (6) To produce and dehydrate the three types of yeast products (7) To perform analysis and valuation of the three yeast products. The cost of this research is budgeted at $26,000, which funds were expended from working capital.

As of the end of October, the project is slightly overbudget but has been proceeding on schedule. A final report is expected in mid November. The Green Yeast GY-01 strain has been stabilized and thoroughly investigated at the bench scale, and culturing the yeast in pilot fermenters of various sizes has generated approximately 20 kg instead of the anticipated 50 kg. This was due to unexpected difficulties with the drying stages. Overall, key process variables and product quality parameters have been identified for future scale-up.

Live and inactive samples are being analyzed by Canada`s CFIA in order to complete the registration process and ensure the introduction of the products on the Canadian animal nutrition market.

On September 23, 2009, in order to further evaluate potential markets for our products, a contract was signed with the CDPQ (Quebec Swine Development Council) in the amount of C$7,535 to carry out an analytical overview of existing scientific and technical literature on the value of Kluyveromyces yeast in swine health and nutrition, to select and study 20 papers (if applicable), and submit an itemized report.  Also, there will be a 3-hour session for presenting the results at the CDPQ offices.

Additionally, the Company is continuing to seek out new markets for its product, as well as to stable sources of low cost raw material. Efforts towards raising the capital necessary to fund current operations and business development plans are ongoing.

We hold an exclusive license to the microbiological process known as “ProlactisTM”. 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 ProlactisTM process bioreactor is patent-protected in Poland (WYN: (11) 198449) and has entered national phase in the US (US 20050037452, 23/09/2004 10/488110) and in Canada (PCT/CA2002/001404- 2458671 A1). The additional know-how and improvements to the process are left out of the patent since they are considered trade secrets. Patenting fees are covered by the Company through its licensing agreement with Redal Inc. while patents remain with the inventors.

Liquidity and Capital Resources

The Company anticipates requiring approximately $360,000 through the next fiscal year to maintain current operations, and an estimated $1,400,000 to complete the development of the pre-industrial scale plant.The Company is looking into ways to reduce this cost by trying to acquire used equipment suitable for our needs and potentially leasing new or used equipment if available.

The Company will also require additional funds upon successful commencement of operations at the plant, for the purpose of working capital to fulfill orders, and expand management and staffing.  The amount and timing of additional funds required cannot be definitively stated as at the date of this report and will be dependent on a variety of factors, including the timing of if and when we are able to raise sufficient capital to complete our plant.  As of the filing of this report, the Company has been successful in raising the funds required to meet our current operations through equity financings.  However, the Company does not anticipate that it will have any significant revenues, if any at all, generated from its operations for the next 12 months and therefore has insufficient capital to undertake current operations and therefore expects to raise additional capital either by way of loans or equity.   The Company cannot be certain that we will be able to raise any additional capital to fund our ongoing operations.

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The Company issued a total of $200,000 of non guaranteed convertible debentures, $100,000 on February 14, 2008 and $100,000 on April 29, 2008 , bearing interest at the rate of 8% per year, payable on the 30th of June and the 31st of December, and maturing on the second anniversary of their issuance date ($100,000) on February 14 2010, and $100,000 on April 29, 2010, respectively), such Debentures to be convertible at the option of the holder into common shares of the Company at a price of $0.08 per common share, subject to the right of the Company to force conversion if the common shares trade at a minimum price of $0.16 per common share for fifteen consecutive trading days. The cost of financing was $12,000.  As of the date of this report, none of the amounts owed by the debentures have been converted to equity and, should they not be converted prior to maturity, the Company may be required to repay the amounts owing together with then outstanding accrued interest.  As of the filing date of this quarterly report, the Company is current on its interest payments.

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.

To date the Company has raised a total of $500,000 pursuant to this placement, less financing costs of $30,000 of which they have paid $12,000 and $18,000 remains outstanding.  All warrants issued pursuant to the placements have expired.   The funds raised by the placement have been used for general working capital.

In July 2008, the Company sold 1,666,667 units of this offering for $100,000 USD to Pelsa Foundation; the Company subsequently sold a total of 5,000,001 units for total consideration of $300,000 USD to Primitive African Art, who purchased 1,666,667 units for $100,000 USD in November 2008 1,666,667 units for $100,000 USD February 2009, 1,666,667 units for $100,000 USD in April 2009, and in August 2009, the Company sold a total of 1,666,667 units for $100,000 USD to Farnworth Securities. The total funds raised from this offering as of the date of this report are $500,000, less financing costs totaling $30,000.  Pelsa Foundation, Primitive African Art and Farnworth Securities have an officer in common with a director of Anticus, Mr. Henri Baudet.   Mr. Baudet disclaims any voting control or beneficial ownership of Pelsa Foundation, Primitive African Art and Farnworth Securities. Further, the company to whom the financing costs were payable is a company of which 50% of the shares are owned by Mr. Baudet.   To date, a total of $12,000 has been paid against the financing costs of $30,000.

The funds were expended on operations of the Company.  Through the period covered by this report, the Company had not issued the shares for the August 2009 placement, however, on November 5, 2009; the Company issued the shares to the placee.  All of the warrants issued under these placements expired unexercised in the reporting period, or, in the case of the August 2009 placement, were not issued as the placement was accepted subsequent to the expiry date of the warrants in the placement agreement.

The Company will not have sufficient working capital for the next twelve months of operations and will be required to raise further funds, either by way of equity, loans or a combination of both.  There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms.  If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon successfully completing and operating the expandable plant so that we are able to demonstrate the commercial viability of our process and products.  The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders.  Obtaining loans, assuming any loans would be available, will increase our liabilities and future cash commitments.

Results of Operations

Comparison of three month periods ended September 30, 2009 and 2008

During the three months ending September 30, 2009, the Company had no revenues and experienced a net comprehensive loss for the period of $134,333, as compared to no revenues and a net comprehensive loss of $122,966 in the three month period ending September 30, 2008.  The increase in the amount of the loss was largely attributable to an increase in research and development expenses and interest / penalties expense, from $1,169 and $5,767 in 2008 to $34,853 and $27,427 in 2009, respectively, though offset by a decrease in general and administrative expenses from $115,526 in 2008 to $70,689 in 2009. The decrease in the amount spent on general and administration expenses in the current fiscal year is due to an effort by the Company to reduce costs in several different expense categories during a generally challenging economic time.

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The expense associated with interest increased year over year, due to the interest accrued on the non-guaranteed convertible debentures.  Additional research and development was undertaken in the most recent quarter towards completing the current research projects.

Off-Balance Sheet Arrangements

The Company is a smaller reporting company and is not required to provide this information.

ITEM 3.                        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a smaller reporting company and is not required to provide this information.

ITEM 4T.                     CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, Mr. Daniel Trudeau who is currently the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e).  Based upon this evaluation, it was concluded that, as of September 30, 2009, because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective.

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 Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’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 our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report On Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f).  Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation.  In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2009.  In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.   Based on its assessment, management concluded that, as of September 30, 2009, the Company’s internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected.  In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of September 30, 2009:

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1.           Lack of an independent audit committee and a sole officer of the Company that reports to the board. We do not have an audit committee and all of the operations of the Company are managed by Mr. Daniel Trudeau who is the only officer of the Company.  These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;

2.            As the Company has one officer only handling the operations of the Company and uses an outside accounting firm to undertake the accounting functions for the Company,   there is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews which may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;

3.           Outsourcing of the accounting operations of our Company.   Because there are no employees in our administration to undertake the accounting functions, we have outsourced all of our accounting functions to an independent firm.  The employees of this firm are managed by supervisors within the firm and are not answerable to the Company’s management.  This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the firm;

4.           Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;

5.           Ineffective controls over period end financial disclosure and reporting processes.

Changes in Internal Control Over Financial Reporting

As of September, 2009, management assessed the effectiveness of our internal control over financial reporting and based on that evaluation, they concluded that during the quarter ended and to date, the internal controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal controls over financial reporting.  However, management believes these weaknesses did not have an effect on our financial results.  During the course of their evaluation, we did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.

As a step to remedying weakness in our system, we have contracted with a director of the Company who has expertise in financial reporting to work closely with Mr. Trudeau to start to develop internal systems and to undertake the accounting functions for the Company.  Due to a lack of financial and personnel resources, we are not able to, and do not intend to, take any further action to remediate these material weaknesses.  We will not be able to do so until, if ever, we acquire sufficient financing and staff to do so.   We will implement further controls as circumstances, cash flow, and working capital permit.  Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the period ended September 30, 2009, fairly present our financial position, results of operations and cash flows for the periods covered thereby in all material respects.

Management believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size.   Management believes these weaknesses did not have an effect on our financial results.

We are committed to improving our financial organization.   As part of this commitment, we will, as soon as funds are available to the Company (1) form an audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and to increase our personnel resources.  We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements as necessary and as funds allow.

This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this quarterly report.

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There were no changes in our internal control over financial reporting during the quarter ended September 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.                        LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings and is not aware of any pending legal proceedings as of the date of this Form 10-Q.

ITEM 1A.                      RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

ITEM 2.                       UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On August 16, 2009, the Company sold a total of 1,666,667 shares of common stock to one subscriber in a private transaction for total consideration of $100,000.

The shares were sold under the Regulation S exemption in compliance with the exemption from the registration requirements found in Regulation S promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933.  The offer and sale to the purchasers was made in an offshore transaction as defined by Rule 902(h). No directed selling efforts were made in the U.S. as defined in Rule 902(c).  The offer and sale to the purchasers was not made to a U.S. person or for the account or benefit of a U.S. person.

The Company committed to pay a cash financing fee of 6% or $6,000 pursuant to the sale of these securities.

ITEM 3.                        DEFAULTS UPON SENIOR SECURITIES

Not Applicable

ITEM 4.                        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.                        OTHER INFORMATION

Our corporate name is Anticus International Corporation, a Nevada corporation. We intend to change our name to Green Yeast Corporation at some time in the future. We are currently doing business as (DBA) Green Yeast Corporation in Canada, though in August 2008, we incorporated a wholly owned subsidiary in Canada, Green Yeast Canada Inc., to undertake R&D and operations in Canada, and we generally transitioned to that structure through the prior fiscal year, and continued the process this period. Our website, www.greenyeast.com, refers to Anticus International Corporation operations as the DBA Green Yeast Corporation. Information provided on our website, however, is not part of this report and is not incorporated herein.

On August 13, 2009, Hon. Pierre H. Vincent, a Director of the Company, informed the Board of Directors of the Company that he was resigning from the Board of Directors of the Company effective immediately due to other commitments which would impact on his ability to spend time on Company matters.  Mr. Vincent did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On October 16, 2009, a company controlled by a director of the Company entered into a contract with the Company to undertake the financial reporting and financial statement preparation for the Company.

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ITEM 6.                   EXHIBITS

3.1.1	Articles of Incorporation	Incorporated by reference to the Exhibits filed with the Company's Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on December 18, 2003.
3.1.2	Amended Articles of Incorporation	Incorporated by reference to the Exhibits filed with the Company's Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on December 18, 2003.
3.2.1	Bylaws	Incorporated by reference to the Exhibits filed with the Company's Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on December 18, 2003.
3.2.2	Amended Bylaws	Incorporated by reference to the Exhibits attached  to  the Company’s Form 10-K as filed with the Securities and Exchange Commission on October 13, 2009.
10.1	2005 Stock Option Plan	Incorporated by reference to the Exhibits filed with the Company’s Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on June 29, 2005.
10.2	Agreement	Incorporated by reference to the Exhibits attached to the Company's report on Form 8-K filed with the Securities and Exchange Commission on April 25, 2006.
10.3	Agreement	Incorporated by reference to the Exhibits attached to the Company's report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2006.
10.4	Management Contract and November 2008 amendment between the Company and Daniel Trudeau	Incorporated by reference to the Exhibits attached to the Company’s Form 10-K as filed with the Securities and Exchange Commission on October 13, 2009.
10.5	Agreement - Work Proposal with Technologies Biofermec Inc. dated April 16, 2009, translation from the original agreement in French.	Incorporated by reference to the Exhibits attached to the Company's report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2009.
10.6	2008 Stock Compensation Plan	Incorporated by reference to the Exhibits attached to the Company’s Form 10-K as filed with the Securities and Exchange Commission on October 13, 2009.
31.1	Section 302 Certification- Principal Executive Officer and Principal Financial Officer	Filed herewith
32.1	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ANTICUS INTERNATIONAL CORP.

By:              /s/ /Daniel Trudeau                                

Name:         Daniel Trudeau

Title:           President, Principal Executive Officer, Principal Financial Officer

Date:           November 12, 2009

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