Anticus International (ATCI) 10-Q 2011 Q2 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 December 31, 2010
[   ]  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, Quebec	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 [  ]

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

54,478,295 common shares outstanding as of February 18, 2011

(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
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4T.	Controls and Procedures
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	(Removed and Reserved)
Item 5.	Other Information
Item 6.	Exhibits
	Signatures

3

PART I

ITEM 1.  FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the six month period ended December 31, 2010, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2011.  For further information refer to the audited financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2010.

	Page
Unaudited Consolidated Financial Statements	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Cash Flows	F-4
Notes to Unaudited Consolidated Financial Statements	F-5 to F-14

4

ANTICUS INTERNATIONAL CORPORATION

 (A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

(UNAUDITED)

F-1

ANTICUS INTERNATIONAL CORPORATION (A DEVELOPMENT STAGE COMPANY) Consolidated Balance Sheets  (EXPRESSED IN U.S. FUNDS)
	December 31, 2010			June 30, 2010
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	4,830		$	6,413
Receivable from taxing authorities		5,928			16,558
Total current assets		10,759			22,971
Property and equipment-net (note 3)		2,310			3,136
Website-net (note 4)		-			943
Total assets	$	13,068		$	27,050
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	121,454		$	100,514
Accrued interest on loans related-parties		26,269			7,781
Loans payable-related parties		400,000			300,000
Accrued interest on convertible debentures		-			3,595
Total current liabilities		547,723			411,890
Total liabilities		547,723			411,890
Stockholders' equity (deficit):
Authorized common stock:
75,000,000 shares with a par value of $0.001
Issued and outstanding:
54,478,295 shares at December 31, 2010 and at June 30, 2010		54,480			54,480
Additional paid-in capital		2,795,280			2,795,280
Deficit accumulated during development stage		(3,384,415	)		(3,234,600	)
Total stockholders' equity (deficit)		(534,655	)		(384,840	)
Total liabilities and stockholders' equity (deficit)	$	13,068		$	27,050

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

F-2

ANTICUS INTERNATIONAL CORPORATION (A DEVELOPMENT STAGE COMPANY) Consolidated Statements of Operations (EXPRESSED IN U.S. FUNDS)
	Three months ended December 31,						Six months ended December 31,						Cumulative amounts from Date of Incorporation  (May 1, 2002) through December 31,
	2010			2009			2010			2009			2010
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenue	$	-		$	-		$	-		$	-		$	-
Operating expenses:
Research and development		12,747			20,853			26,075			55,706			419,884
Compensation on option grants		-			-			-			-			251,868
General and administrative expenses		48,217			77,270			104,387			147,919			2,091,914
Gain on settlement of indebtedness		-			-			-			-			(21,794	)
Foreign exchange		518			2,512			2,997			4,668			21,670
		(61,482	)		(100,595	)		(133,459	)		(208,293	)		(2,763,542	)
Other income (expenses)
Impairment		-			-			-			-			(402,413	)
Interest income		-			-			-			792			3,238
Interest and penalties expense		(7,880	)		(5,520	)		(16,356	)		(32,947	)		(84,008	)
Loss from continuing operations		(69,362	)		(106,115	)		(149,815	)		(240,448	)		(3,246,725	)
Discontinued operations		-			-			-			-			(137,690	)
Net loss	$	(69,362	)	$	(106,115	)	$	(149,815	)	$	(240,448	)	$	(3,384,415	)
Net loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted average shares outstanding		54,478,295			51,308,005			54,478,295			47,715,999

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

F-3

ANTICUS INTERNATIONAL CORPORATION (A DEVELOPMENT STAGE COMPANY) Consolidated Statements of Cash Flows (EXPRESSED IN U.S. FUNDS)
	Six Month Period Ended  December 31,						Cumulative Amounts from Date of Incorporation (May 1, 2002) through December 31
	2010			2009			2010
	(Unaudited)			(Unaudited)			(Unaudited)
Cash flows from operating activities
Adjustments to reconcile net loss to net cash
used in operating activities:
Net loss for the period	$	(149,815	)	$	(240,448	)	$	(3,384,415	)
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		-			7,500			278,578
Amortized deferred loan fees		-			-			10,366
Depreciation and amortization		1,809			15,794			379,012
Impairment		-			-			402,413
Changes in operating assets and liabilities
used in operating activities:
Increase in accrued interest		14,853			154			26,269
Decrease (increase) in receivables		10,630			20,173			(7,523	)
Decrease in prepaid expenses and other assets		-			7,064			20,552
Increase in accounts payable and accrued expenses		20,926			25,171			149,052
Net cash used in operating activities		(101,583	)		(164,592	)		(1,676,042	)
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		-			-			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		100,000			100,000			600,000
Net cash provided by financing activities		100,000			194,000			1,733,698
Effect of exchange rates on cash								(875	)
Net change in cash		(1,583	)		28,534			4,830
Cash, beginning of period		6,413			33,180			-
Cash, end of period	$	4,830		$	61,714		$	4,830
SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES
Cash paid for interest	$	-		$	7,934		$	16,000
Cash paid for income taxes	$	-		$	-		$	-

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

F-4

ANTICUS INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

(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 by the Financial Accounting Standard Board (FASB) in the FASB ASC 915-10, “Development Stage Entities”.  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 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 $3,384,415 for the period from inception, (May 1, 2002) to December 31, 2010, 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, private placements and loans.  It is the Company’sintention to bring a pilot plant into operation as soon as possible. This will allow the Company to manufacture its ow n 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, 2010 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 o pinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended December 30, 2010 are not necessarily indicative of the results that may be expected for the year ending June 30, 2011.

F-5

ANTICUS INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

 (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., incorporated 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.

d) Fair Value Measurements

FASB ASC 820-10 “Fair Value Measurements and Disclosures”, 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 FASB ASC 820-10 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 FASB ASC 820-10 on the non-financial assets and liabilities found on its consolidated financial statements.  FASB ASC 820-10 applies to all assets and liabilities that are being measured and reported on a fair value basis. FASB ASC 820-10 requires new disclosure that establishes a framework for measuring fair value in GAAP, and expands disclosure about fair value measurements. This statement enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The statement requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

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

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

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

In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are subject to FASB ASC 820-10. 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.

F-6

ANTICUS INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

 (EXPRESSED IN U.S. FUNDS)

(UNAUDITED)

2 Summary of significant accounting policies (continued)

e) Fair Value of Financial Instruments

The table below presents the carrying value and fair value of the 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.

	Carrying value		Quoted Prices in Active Markets for identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	December 31, 2010
Financial assets
Cash and cash equivalents	$	4,830	$	4,830	$	-	$	-
Receivable from taxing authority	$	5,928	$	-	$	5,928	$	-
Financial liabilities
Accounts payable and accrued expenses	$	121,454	$	-	$	121,454	$	-
Accrued interest on loans payable – related parties	$	26,269	$	-	$	26,269	$	-
Loans payable – related parties	$	400,000	$	-	$	400,000	$	-
	June 30, 2010
Financial assets
Cash and cash equivalents	$	6,413	$	6,413	$	-	$	-
Receivable from taxing authorities	$	16,558	$	-	$	16,558	$	-
Financial liabilities
Accounts payable and accrued expenses	$	100,514	$	-	$	100,514	$	-
Accrued interest on loans payable – related parties	$	7,781	$	-	$	7,781	$	-
Accrued interest on convertible debt		3,595				3,595
Loans payable – related parties	$	300,000	$	-	$	300,000	$	-

F-7

ANTICUS INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

 (EXPRESSED IN U.S. FUNDS)

(UNAUDITED)

3 Property and equipment

        The cost of laboratory equipment amounted to $4,542 and is being depreciated over three years. Depreciation expense for the three months ended December 31, 2010 was $465 (2009: $465) and for the six months ended December 31, 2010 was $866 (2009: $875), respectively.

	December 31, 2010			June 30, 2010
Property and equipment	$	4,542		$	6,187
Accumulated depreciation	$	(1,232	)	$	(3,051	)
Net book value	$	2,310		$	3,136

4 Website development

The cost of the website amounted to $18,103 and has been fully amortized during the quarter ended December 31, 2010. Amortization expense for the three months ended December 31, 2010 was $943 (2009: $1,509) and for the six months ended December 31, 2010, $943 (2009: $3,017), respectively.

	December 31, 2010			June 30, 2010
Website development	$	18,103		$	18,103
Accumulated depreciation	$	(18,103	)	$	(17,160	)
Net book value	$	-		$	943

5 Loans Payable - Related Party

On December 9, 2009, a loan of $100,000 was obtained from Primitive African Art Ltd, a shareholder of the Company. The terms of this loan are as per an agreement dated December 9, 2009, as follows:

Due date:                           December 9, 2010

Interest rate:                      8% annually, payable at the due date

Currently the loan is in default and was due on December 9, 2010; however the creditor has not called for payment and is in final discussion as to the terms for conversion of this loan into common stock of the Company.  It is the intention of the Company to convert this loan into common stock. The Company expects to finalize the terms of conversion during the coming quarter.

On March 25, 2010, a loan of $100,000 was obtained from Polygroupe SA, a shareholder of the Company. The terms of this loan are as per an agreement dated March 25, 2010, as follows:

Due date:                           March 25, 2011

Interest rate:                      8% annually, payable at the due date

F-8

ANTICUS INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

 (EXPRESSED IN U.S. FUNDS)

(UNAUDITED)

5 Loans Payable - Related Party (continued)

On May 6, 2010, a loan of $100,000 was obtained from Polygroupe SA, a shareholder of the Company. The terms of this loan are as per an agreement dated May 6, 2010, are as follows:

Due date:                           May 6, 2011

Interest rate:                      8% annually, payable at the due date

On July 22, 2010, a loan of $50,000 was obtained from Polygroupe SA, a shareholder of the Company. The terms of this loan agreement dated July 22, 2010, are as follows:

Due date:                           July 22, 2011

Interest rate:                      8% annually, payable at the due date

On September 29, 2010, a loan of $50,000 was obtained from Polygroupe SA, a shareholder of the Company. The terms of this loan agreement dated July 22, 2010, are as follows:

Due date:                           September 29, 2011

Interest rate:                      8% annually, payable at the due date

6 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 splits.

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 June 18, 2008, the Company authorized a private placement to raise $800,000 through the issuance of a maximum of 13,333,334 common shares at $0.06 each. Each unit consists of one share of common stock at $0.06 per share, as well as one warrant exercisable at $0.12 USD per share no later than July 1, 2009.

·   On July 9, 2008, the Company sold 1,666,667 units of this offering for cash consideration of $100,000, with a 6% commission amounting to $6,000 paid.

·   On November 6, 2008, the Company sold an additional 1,666,667 units of this offering for cash consideration of $100,000, with a 6% commission amounting to $6,000 paid.

·   On February 4, 2009, the Company sold an additional 1,666,667 units of this offering for cash consideration of $100,000, with a 6% commission amounting to $6,000 paid.

·   On April 6, 2009, the Company sold an additional 1,666,667 units of this offering for cash consideration of $100,000, with a 6% commission amounting to $6,000 paid.

F-9

ANTICUS INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

 (EXPRESSED IN U.S. FUNDS)

(UNAUDITED)

6 Capital stock (continued)

·   On August 14, 2009, the Company sold an additional 1,666,667 units of this offering for cash consideration of $100,000, with a 6% commission amounting to $6,000 paid.

·   On February 10, 2010, a Convertible debenture for an amount of $100,000 was converted to 1,250,000 shares of the common stock of the Company.

·   On April 13, 2010, a Convertible debenture for an amount of $100,000 was converted to 1,250,000 shares of the common stock of the Company.

All warrants related to this private placement have expired.

c) Stock options

The Company has three 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 shares 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 shares 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.

The third is the 2010 Stock Option Plan (“2010 Plan”), adopted on March 26, 2010.  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 5,000,000 shares of the issued and outstanding shares, to directors, employees and consultants of the Company entitling them to purchase common shares 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 10 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.

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

F-10

ANTICUS INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

 (EXPRESSED IN U.S. FUNDS)

(UNAUDITED)

6 Capital stock (continued)

c) Stock options (continued)

·   On August 30, 2006, the Company agreed to pay Mr. Trudeau compensation of 500,000 options expiring June 30, 2008, under the 2005 Plan, exercisable at $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.  All 500,000 options expired unexercised. 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, under the 2005 Plan.  All 50,000 options expired unexercised.

·   On October 16, 2007, the Company agreed to pay Mr. Trudeau compensation of 500,000 options expiring June 30, 2009, under the 2005 Plan, exercisable at $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.  All 500,000 options expired unexercised.

·   On January 17, 2008, the Company agreed to grant options to directors, administrators and a special advisor totaling two million nine hundred thousand (2,900,000) options expiring January 17, 2013, exercisable at $0.07, under the 2008 Plan.

·   On February 14, 2008, the Company agreed to grant a supplier four hundred thousand (400,000) stock options expiring February 28, 2011, exercisable at $0.12, under the 2008 Plan.

·   On December 1, 2009, the Company agreed to grant Mr. Trudeau, an officer of the Company, a total of five hundred thousand (500,000) stock options expiring January 17, 2013, under the 2008 Plan, exercisable at $0.07, said options to be vested immediately. The recognized compensation expense was valued at $7,500, which was charged to operations during the year ended June 30, 2010.

	Number of shares			Weighted average  exercise price
Outstanding June 30, 2005		-			-
Granted		400,000			0.12
Exercised		-			-
Cancelled  / Expired		(100,000	)		(0.17	)
Outstanding June 30, 2006		300,000		$	0.12
Granted		425,000			0.24
Exercised		-			-
Cancelled  / Expired		-			-
Outstanding June 30, 2007		725,000		$	0.19
Granted		3,800,000			0.08
Exercised		-			-
Cancelled  / Expired		(725,000	)		(0.19	)
Outstanding June 30, 2008		3,800,000		$	0.09
Granted		-			-
Exercised		-			-
Cancelled  / Expired		(500,000	)		(0.07	)
Outstanding June 30, 2009		3,300,000		$	0.09
Granted		500,000			0.07
Exercised		-			-
Cancelled  / Expired		-			-
Outstanding June 30, 2010		3,800,000		$	0.087
Granted		-			-
Exercised		-			-
Cancelled  / Expired		-			-
Outstanding December 31, 2010		3,800,000		$	0.087

F-11

ANTICUS INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

 (EXPRESSED IN U.S. FUNDS)

(UNAUDITED)

6 Capital stock (continued)

c) Stock options (continued)

The outstanding options can be exercised through January 17, 2013 at a price per share ranging from $0.07 to $0.12. 400,000 options will expire on February 28, 2011, 2,900,000 options will expire on January 17, 2013, and 500,000 options will expire on January 17, 2013. The fair value of each option granted is estimated at the respective grant date using the Black-Scholes Option Module. The following assumptions were made in estimating fair value:

Expected volatility	181% ~ 443.71%
Expected life	1 to 3.5 years
Risk-free interest rate	0.53 ~ 4.25%
Dividend yield	-

d) Warrants

·   In connection with a private placement of common stock, on May 28, 2007, the Company issued 5,714,286 Class A common share purchase warrants. Each Class A warrant entitled the holder to acquire one common share of the Company at a price of $0.12 on or before May 1, 2008. For each Class A warrant exercised, the Company would issue a Class B warrant which would entitle the holder to acquire one common share of the Company at a price of $0.20 on or before May 1, 2009.  All Class A warrants expired unexercised on May 1, 2008.

·   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; 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, expiring on August 15, 2008. 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 Class A warrants expired unexercised on August 15, 2008.

·   From July 9, 2008 through April 6, 2009, the Company accepted private placements which included the issuance of 6,666,668 stock purchase warrants exercisable into common shares at $0.12 per share expiring on July 1, 2009.

·   All 6,666,668 warrants expired unexercised on July 1, 2009.

·   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.

F-12

ANTICUS INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

 (EXPRESSED IN U.S. FUNDS)

(UNAUDITED)

6 Capital stock (continued)

d) Warrants (continued)

	Number of Warrants		Weighted average exercise Price per share		Weighted average remaining in contractual life (years)
Balance, June 30, 2005		-		-		-
Issued		-		-		-
Expired		-		-		-
Exercised		-		-		-
Balance, June 30, 2006		-		-		-
Issued		5,714,286		-		-
Expired		-		-		-
Exercised		-		-		-
Balance, June 30, 2007		5,714,286		-		0.91
Issued		571,427		-		-
Expired		5,714,286		-		-
Exercised		-		-		-
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, June 30, 2010		-		-		-
Issued		-		-		-
Expired		-		-		-
Exercised		-		-		-
Balance, December 31, 2010		-		-		-

7 Related Party

On June 18, 2008, the Company authorized a private placement to raise $800,000 through the issuance of a maximum of 13,333,334 common shares at $0.06 each. Each unit consists of one share of common stock at $0.06 per share, as well as one warrant exercisable at $0.12 USD per share no later than July 1, 2009. 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.

F-13

ANTICUS INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

 (EXPRESSED IN U.S. FUNDS)

(UNAUDITED)

7 Related Party (continued)

On October 16, 2009, a company controlled by a director of the Company, and as at November 17, 2009, an officer of the Company, entered into a contract with the Company to undertake the financial reporting and financial statement preparation for the Company.

On December 1, 2009, the Company granted Mr. Trudeau, an officer of the Company, a total of five hundred thousand (500,000) stock options expiring January 17, 2013, under the 2008 Plan, exercisable at $0.07, said options to be vested immediately. The recognized compensation expense was valued at $7,500, which was charged to operations. On December 1, 2009 an employment contract was renewed / extended by mutual agreement, with total annual compensation of $99,000 CDN per year.

In October 2009, a contract was entered into with a Director, Mr. Michel Plante to act as CFO of the company for an annual remuneration of $30,000.

On December 9, 2009, a loan of $100,000 was obtained from a shareholder of the Company (note 5).

On March 25, 2010, a loan of $100,000 was obtained from a shareholder of the Company (note 5).

On May 6, 2010, a loan of $100,000 was obtained from a shareholder of the Company (note 5).

On July 22, 2010, a loan of $50,000 was obtained from a shareholder of the Company (note 5).

On September 29, 2010, a loan of $50,000 was obtained from a shareholder of the Company (note 5).

F-14

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.

Background

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 30. 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.

We hold an exclusive license to the microbiological process known as “ProlactisTM”. The process provides for the bioconversion of lactose and other simple sugars into high protein biomass, literally transforming waste and by-products into water and yeast to be used in animal nutrition.  The ProlactisTM process bioreactor is patent-protected in Poland (WYN: (11) 198449) and has entered national phase examination in the US (US 20050037452, 23/09/2004 10/488110). In Canada, patent number 2,458,671 was granted o n June 1, 2010. 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

The ProlactisTM process provides, through the use of a novel type of 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 both water and commercially desirable 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, by Michel Deblois, President of Michel Deblois Technologies Inc. and engineer, and by Lucien Pomerleau, M.Sc., Agr., and President of Redal, Inc.  The yeast strain generated by this process as part of the Company’s license, is Kluyveromyces marxianus, and the remaining water effluent is suitable for simple disposal into municipal wastewater systems.

5

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 developmental stage is to build 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 comprehensive optimization of the various production parameters so as to maximize yields and establish the complete quality assurance program for the end product(s). This semi-industrial unit will also function as a technological showcase.

On 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.  We commenced these activities effective January 1, 2010.  We intend to change the name of our Company to Green Yeast Corporation at some time in the future. Our website, www.greenyeast.com, refers to Anticus International Corporation’s operations as undertaken by Green Yeast Canada Inc., in addition to information on the Company. Information provided on our website, however, is not part of this repor t and is not incorporated herein.

Principal 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 required are carbon and nitrogen in forms which yeast can metabolize inside a unique design reactor tower in order to propagate in a continuous mode. 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 subsequent extraction of strategic compounds. For the latter scenario, value depends on the level of technology involved and can lead to end uses as diverse as animal health/nutrition and human pharmaceuticals.

The process itself for an individual ‘reactor’ consists in inoculating a 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 relevant carbohydrate sources from the top of the tower. As the liquid flows downward, key nutrients are absorbed by the yeast cells which then multiply by mitosis and fall by gravity into the collecting system at the bottom of the reactor.  The yeast cells are subsequently separated using centrifugation or another suitable method. Generally, the resulting concentration of yeast is around 3%, with variations being a function of the raw material supplied.  The remaining post-separation 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), the reduction ranging from 65% to 95% of the original levels.

Principles of yeast manufacturing have been known for a long time. However, the combination of 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 carried out on molasses which contain 4 to 10 times higher concentrations of carbon compounds than in the by-products suitable for the current system.

ProlactisTMYeast

Yeast is commonly used in human and animal foods. The Saccharomyces cerevisiae yeast strain is very well known in breadmaking and in the production of alcohol. There are also hundreds of other yeast strains, with a limited number having commercial applications, such as the strain used in the ProlactisTM process (Kluyveromyces marxianus). Some of those are considered as useful and are used to manufacture yogurt, cheese, vinegar, etc. Basically, they all require carbon and nitrogen to reproduce but sources of these nutrients can be very different. For instance, bread yeast is propagated from cane or beet molasses (containing sucrose) but would not propagate on the type of sugar contained in milk (lactose), whereas our process will allow this. The exact yeast strain fixed in the bioreactor is chosen according to the specific end-product requirements.

The final product from our process can be either:

a)   Yeast Biomass – inactive Kluyveromyces marxianus in a variety of finished forms.

6

b)   Yeast Fractions - autolysates and extracts, consisting of the intracellular contents of the yeast isolated following the autolysis of the cells, with (or without) the cell-wall components. Traditionally, these fractions are considered as valuable natural flavors, due to the levels of ribonucleic acid (RNA) which is a natural source of 5’GMP. Yeast extracts with natural nucleotides are well known to enhance taste in foods and also to increase feed intake in animals. Several recent studies have focused on the relationship between nucleotides and immune functions; the modulatory effects of yeast nucleotides on immunity have become increasingly attractive as a novel zootechnical strategy. In parallel, cell walls products can be used as adsorbents for alleviating the deleterious effects of myco toxins in feed rations.

c)   Probiotics – viable yeast in either fresh or dehydrated form.

Status Update on Products

Through the end of the current quarter ended December 31, 2010, minimal work had been undertaken with regards to completing the engineering design on the pilot plant. The Green Yeast GY-01 strain has been stabilized, thoroughly investigated at the bench scale, and propagated in pilot fermenters of various sizes. Overall, key process variables and product quality parameters have been identified for future scale-up.

The Company is presently in discussion with the Sherbrooke University to perform research on their bio-reactor.  Building different bio-reactor sizes and shapes, we will characterize the process to obtain a mathematical model that would lead us to a optimum bio-reactor in size and shape for our project.  Discussion should be finalized in our third quarter ending March 31, 2011.

Recent Corporate Developments

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

On April 16, 2009, we entered into an agreement with Technologies Biofermec Inc. to produce 50 kilos of two Kluyveromyces yeast products: (i) Active yeast and (ii) Autolyzed & Hydrolyzed inactive yeast. The cost of this research was budgeted at $26,000, for which funds were expended from working capital.

As of the end of December 2009, we received a final report and the project is slightly over budget but has been proceeding on schedule. As of March 12, 2010 we initiated, as a continuation of the original research, a new SR&ED project with Biofermec.  The main goal of this project is to produce 3 ~ 4 kilos per day of these types of Km yeast under different propagation modes:

a)   BATCH propagation mode in order to optimize the product that was defined in previous experiments (in Part 1).

b)   CONTINUOUS propagation mode, according to the parameters that are recommended for the ProLactis® bioreactor.

c)   CONTINUOUS propagation mode, according to the parameters that are recommended for the ProLactis® bioreactor, and further autolyzed at various degrees before drying.

As of the end of December 2009, we had initiated the application package for registering the yeast strain, which has been completed using new and supplementary analyses and was forwarded to the Canadian Food Inspection Agency (CFIA) in the 3rd week of January 2010. This will lead to the introduction of the products on the Canadian animal nutrition market, both for field trials and for commercial use. The registration process was entering its final phase as of October 2010. In February 2011, the CFIA advised us that because of the back log with laboratory files, they would  be evaluating our application in the coming few days, and based the outcome of the safety assessment, there would be a possibility of being granted a temporary registration until the laboratory results are complete.

7

Once the Company is 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, expects to be in a position to generate initial revenues from the pilot operation.  The Company has not yet been successful in raising the required financing for the pilot plant.

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

Liquidity and Capital Resources

As of December 31, 2010, the Company has $4,830 cash on hand and a $5,928 receivable from taxation authorities, and anticipates requiring approximately $300,000 through the end of its current 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 to 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 funds required to meet our current operations through equity financing and loans.  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, therefore the Company will be required to raise additional capital either by way of loans or equity to continue to maintain operations at the current level. The Company cannot confirm that we will be able to raise any additional capital to fund our ongoing operations.

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. These debentures were converted each into 1,250,000 common stock of the Company on February 10, 2010 and April 13, 2010 respectively.

In addition, on December 9, 2009, March 25, 2010 and May 6, 2010 respectively, the Company entered into an agreement with two of its shareholders to receive loans of $100,000 each for a period of twelve months bearing interest at 8%. The Company also entered into an agreement on July 22, 2010 and September 29, 2010 with a shareholder to receive loans of $50,000 each for a period of twelve months bearing interest at 8%. These funds have been used for working capital. The loan from December 9, 2009 is currently due and payable.  It is the intention of the Company to convert this loan dated December 9, 2009 into capital stock. Preliminary discussions to that effect have already taken place and should be concluded in the next quarter ending March 31, 2011.

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.

8

Results of Operations

Comparison of the three month and six month periods ended December 31, 2010 and 2009

During the three month period ended December 31, 2010, the Company had no revenues and experienced a net loss for the period of $69,362, as compared to no revenues and a net loss of $106,115 for the same period in the preceding year.  The decrease in the amount of the loss was largely attributable to a decrease in general and administrative expenses from $77,270 in 2009 to $48,217 in 2010 and a decrease in research and development expenses, from $20,853 in 2009 to $12,747 in 2010.

The decrease in the amount spent on general and administration expenses and in research and development 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.

During the six month period ended December 31, 2010, the Company had no revenues and experienced a net loss for the period of $149,815 as compared to no revenues and a net loss of $240,448 for the same period in the preceding year. The decrease in the amount of the loss was largely attributable to a decrease in general and administrative expenses from $147,919 in 2009 to $104,387 in 2010, and a decrease in research and development expenses and interest / penalties expense, from $55,706 and $32,947 in 2009 to $26,075 and $16,356 in 2010, respectively.  These differences in the six month period were attributable to the same reasons noted for the three month comparison period with the additional interest being in line with additional interest bearing debt incurred towards the end of the previous period as opposed to have been ou tstanding for the whole current period.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

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

Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission ("SEC"), and that such information is accumulated and communicated to management, including the Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures. Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure cont rols and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

Changes in Internal Controls

On November 17, 2009, a director of the Company, Michel Plante, was appointed as Chief Financial Officer.  Mr. Plante has substantial expertise in financial reporting, and one of his mandates is to work with the Company’s Chief Executive Officer, Mr. Trudeau, in remedying previously identified weaknesses in the effectiveness of our internal controls over financial reporting specifically, our CFO is independently responsible for undertaking all accounting functions, with such work being reviewed by our CEO, providing for additional oversight.  Furthermore, progress has been made in developing written policies and procedures for accounting and financial reporting, as well as implementation of controls over period end financial disclosures and reporting, which we believe to be sufficient to have addressed previou sly identified weaknesses in these areas.  While the Company does not yet have an independent audit committee, it will continue to make efforts in establishing such a committee at such time as our resources permit.  However, with the segregation of accounting duties and other progress made, management believes that as at December 31, 2010, our internal control over financial reporting are sufficient.

9

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

There were no sales of unregistered equity securities during the three month period ended December 31, 2010.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

On December 9, 2009, a loan of $100,000 was obtained from Primitive African Art Ltd, a shareholder of the Company. The terms of this loan are as per an agreement dated December 9, 2009, as follows:

Due date:                      December 9, 2010

Interest rate:                      8% annually, payable at the due date

Currently the loan is in default and was due on December 9, 2010; however the creditor has not called for payment and is in final discussion as to the terms for conversion of this loan into common stock of the Company.  It is the intention of the Company to convert this loan into common stock. The Company expects to finalize the terms of conversion during the coming quarter.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5.  OTHER INFORMATION

None

10

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	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.
10.2	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.
10.3	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.
10.4	Consulting Agreement between the Company and Michel Plante dated October 16, 2009	Incorporated by reference to the Exhibits attached to the Company's report on Form 10-Q filed with the Securities and Exchange Commission on February 12, 2010.
10.5	Employment Contract between the Company and  Daniel Trudeau dated December 1, 2009	Incorporated by reference to the Exhibits attached to the Company's report on Form 10-Q filed with the Securities and Exchange Commission on February 12, 2010.
10.6	2010 Stock Option and Stock Award Plan	Incorporated by reference to the Company’s Definitive Information Statement 14-C as filed with the Securities and Exchange Commission on March 4, 2010.
31.1	Section 302 Certification - Principal Executive Officer	Filed herewith
31.2	Section 302 Certification  - 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
32.2	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

11

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 CORPORATION
Date:	February 22, 2010	By:	/s/ Daniel Trudeau
		Name:	Daniel Trudeau
		Title:	President (Principal Executive Officer)

Date:	February  22, 2010	By:	/s/ Michel Plante
		Name:	Michel Plante
		Title:	Chief Financial Officer, Secretary (Principal Financial Officer, Principal Accounting Officer)

12