**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**WASHINGTON,      D.C. 20549**

**FORM      10-QSB**

x           QUARTERLY      REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES

 o          TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934

**ANOTEROS,      INC.**

**NEVADA                                                                                                                       88-0368849**

**2445      Fifth Avenue, Suite 440, San Diego,      California                                                         92101**

**(619)      239-2900**

No      

----

**ANOTEROS      INC. AND SUBSIDIARIES**

**Report      on Form 10-QSB**

**PART      I – FINANCIAL INFORMATION**

**PART      II – OTHER INFORMATION**

----

**PART      I - FINANCIAL INFORMATION**

**ITEM      1.  FINANCIAL STATEMENTS.**

| **ANOTEROS,                INC.**                                              |   |
|--------------------------------------------------------------------------------|--------|
| (A                Development Stage Company)                                   |   |
| Consolidated                Balance Sheets                                     |   |
|                                                                           |   |   |   |   |   |   |
|                                                                           |   |   |   |   |   |   |
| ASSETS                                                                         |   |
|                                                                           |   | September                30, |   |   | December                31, |   |
|                                                                           |   | 2007 |   |   | 2006 |   |
|                                                                           |   | (Unaudited) |   |   |   |   |
| CURRENT                ASSETS                                                  |   |   |   |   |   |   |
|                                                                           |   |   |   |   |   |   |
| Cash                                                                           |   | $ | 842 |   |   | $ | 4,478 |   |
|                                                                           |   |   |   |   |   |   |   |   |
| Total                Current Assets                                            |   |   | 842 |   |   |   | 4,478 |   |
|                                                                           |   |   |   |   |   |   |   |   |
| OTHER                ASSETS                                                    |   |   |   |   |   |   |   |   |
|                                                                           |   |   |   |   |   |   |   |   |
| Artwork                                                                        |   |   | 30,466 |   |   |   | 20,440 |   |
|                                                                           |   |   |   |   |   |   |   |   |
| Total                Other Assets                                              |   |   | 30,466 |   |   |   | 20,440 |   |
|                                                                           |   |   |   |   |   |   |   |   |
| TOTAL                ASSETS                                                    |   | $ | 31,308 |   |   | $ | 24,918 |   |
|                                                                           |   |   |   |   |   |   |   |   |
|                                                                           |   |   |   |   |   |   |   |   |
| LIABILITIES                AND STOCKHOLDERS' EQUITY (DEFICIT)                  |   |
|                                                                           |   |   |   |   |   |   |   |   |
| CURRENT                LIABILITIES                                             |   |   |   |   |   |   |   |   |
|                                                                           |   |   |   |   |   |   |   |   |
| Accounts                payable and accrued expenses                           |   | $ | - |   |   | $ | 5,000 |   |
| Accounts                payable and accrued expenses - related party           |   |   | 23,498 |   |   |   | 2,332 |   |
| Note                payable - related party                                    |   |   | 90,074 |   |   |   | 70,524 |   |
| Accrued                interest payable - related party                        |   |   | 26,425 |   |   |   | 21,597 |   |
|                                                                           |   |   |   |   |   |   |   |   |
| Total                Current Liabilities                                       |   |   | 139,997 |   |   |   | 99,453 |   |
|                                                                           |   |   |   |   |   |   |   |   |
| TOTAL                LIABILITIES                                               |   |   | 139,997 |   |   |   | 99,453 |   |
|                                                                           |   |   |   |   |   |   |   |   |
| STOCKHOLDERS'                EQUITY (DEFICIT)                                  |   |   |   |   |   |   |   |   |
|                                                                           |   |   |   |   |   |   |   |   |
| Preferred                stock: 25,000,000 shares authorized;                  |   |   |   |   |   |   |   |   |
|   $0.001                par value; -0- shares issued and outstanding |   |   | - |   |   |   | - |   |
| Common                stock: 100,000,000 shares authorized;                    |   |   |   |   |   |   |   |   |
|   $0.001                par value; 6,787,269 and 6,737,269 shares    |   |   |   |   |   |   |   |   |
|   issued                and outstanding, respectively                |   |   | 6,787 |   |   |   | 6,737 |   |
| Additional                paid-in capital                                      |   |   | 250,821 |   |   |   | 245,871 |   |
| Deficit                accumulated during the development stage                |   |   | (366,297 | ) |   |   | (327,143 | ) |
|                                                                           |   |   |   |   |   |   |   |   |
| Total                Stockholders' Equity (Deficit)                            |   |   | (108,689 | ) |   |   | (74,535 | ) |
|                                                                           |   |   |   |   |   |   |   |   |
| TOTAL                LIABILITIES AND STOCKHOLDERS'                             |   |   |   |   |   |   |   |   |
|   EQUITY                (DEFICIT)                                    |   | $ | 31,308 |   |   | $ | 24,918 |   |

----

| **ANOTEROS,                INC.**                    |   |
|------------------------------------------------------|--------|
| (A                Development Stage Company)         |   |
| Consolidated                Statements of Operations |   |
| (Unaudited)                                          |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   | From                Inception of |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   | the                Development |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   | Stage                on |   |
|                                                 |   |   |   |   |   |   |   |   |   |   | September                25, |   |
|                                                 |   | For                the Three Months Ended |   |   | For                the Nine Months Ended |   |   | 1996                through |   |
|                                                 |   | September                30, |   |   | September                30, |   |   | September                30, |   |
|                                                 |   | 2007 |   |   | 2006 |   |   | 2007 |   |   | 2006 |   |   | 2007 |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| REVENUES                                             |   | $ | - |   |   | $ | - |   |   | $ | - |   |   | $ | - |   |   | $ | 867 |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| OPERATING                EXPENSES                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Legal                and professional                |   |   | 3,480 |   |   |   | 6,694 |   |   |   | 18,328 |   |   |   | 26,436 |   |   |   | 193,838 |   |
| General                and administrative            |   |   | 5,062 |   |   |   | 4,953 |   |   |   | 15,998 |   |   |   | 11,178 |   |   |   | 167,236 |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total                Operating Expenses              |   |   | 8,542 |   |   |   | 11,647 |   |   |   | 34,326 |   |   |   | 37,614 |   |   |   | 361,074 |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| LOSS                FROM OPERATIONS                  |   |   | (8,542 | ) |   |   | (11,647 | ) |   |   | (34,326 | ) |   |   | (37,614 | ) |   |   | (360,207 | ) |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| OTHER                EXPENSES                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest                expense                      |   |   | (1,711 | ) |   |   | (2,089 | ) |   |   | (4,828 | ) |   |   | (3,973 | ) |   |   | (27,607 | ) |
| Loss                on disposal of fixed assets      |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | (250 | ) |
| Loss                on sale of fixed assets          |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 1,767 |   |
| Gain                on sale of intellectual property |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 20,000 |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total                Other Expenses                  |   |   | (1,711 | ) |   |   | (2,089 | ) |   |   | (4,828 | ) |   |   | (3,973 | ) |   |   | (6,090 | ) |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| NET                LOSS                              |   | $ | (10,253 | ) |   | $ | (13,736 | ) |   | $ | (39,154 | ) |   | $ | (41,587 | ) |   | $ | (366,297 | ) |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| BASIC                LOSS PER SHARE                  |   | $ | (0.00 | ) |   | $ | (0.00 | ) |   | $ | (0.01 | ) |   | $ | (0.01 | ) |   |   |   |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| WEIGHTED                AVERAGE NUMBER OF            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   SHARES                OUTSTANDING        |   |   | 6,787,269 |   |   |   | 6,443,060 |   |   |   | 6,784,522 |   |   |   | 6,220,624 |   |   |   |   |   |

----

| **ANOTEROS,                INC.**                                        |   |
|--------------------------------------------------------------------------|--------|
| (A                Development Stage Company)                             |   |
| Consolidated                Statements of Stockholders' Equity (Deficit) |   |
|                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                     |   |   |   |   |   |   |   |   |   |   | Deficit |   |
|                                                                     |   |   |   |   |   |   |   |   |   |   | Accumulated |   |
|                                                                     |   |   |   |   |   |   |   | Additional |   |   | During                the |   |
|                                                                     |   | Common                Stock |   |   | Paid-In |   |   | Development |   |
|                                                                     |   | Shares |   |   | Amount |   |   | Capital |   |   | Stage |   |
| Balance                at inception of the development                   |   |   |   |   |   |   |   |   |   |   |   |   |
|   stage                on September 25, 1996                   |   |   | - |   |   | $ | - |   |   | $ | - |   |   | $ | - |   |
|                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued for cash                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   at                $0.001 per share                           |   |   | 2,000,000 |   |   |   | 2,000 |   |   |   | (165 | ) |   |   | - |   |
|                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net                loss from inception of the                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   development                stage on September                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   25,                1996, through December 31, 1996           |   |   | - |   |   |   | - |   |   |   | - |   |   |   | (1,109 | ) |
|                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance,                December 31, 1996                                |   |   | 2,000,000 |   |   |   | 2,000 |   |   |   | (165 | ) |   |   | (1,109 | ) |
|                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued for cash                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   at                $0.003 per share                           |   |   | 1,330,000 |   |   |   | 1,330 |   |   |   | 2,670 |   |   |   | - |   |
|                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued for artwork                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   at                0.05 per share                             |   |   | 5,000 |   |   |   | 5 |   |   |   | 245 |   |   |   | - |   |
|                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net                income for the year ended                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   December                31, 1997                             |   |   | - |   |   |   | - |   |   |   | - |   |   |   | (2,976 | ) |
|                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance,                December 31, 1997                                |   |   | 3,335,000 |   |   |   | 3,335 |   |   |   | 2,750 |   |   |   | (4,085 | ) |
|                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued on January 19, 1998                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   for                services rendered at $0.05 per share      |   |   | 5,000 |   |   |   | 5 |   |   |   | 245 |   |   |   | - |   |
|                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued for cash on                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   April                16, 1998 for $0.05 per share            |   |   | 24,000 |   |   |   | 24 |   |   |   | 1,176 |   |   |   | - |   |
|                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued for cash on                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   June                2, 1998 for $0.05 per share              |   |   | 30,000 |   |   |   | 30 |   |   |   | 1,470 |   |   |   | - |   |
|                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued for cash on                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   July                21, 1998 for $0.05 per share             |   |   | 10,000 |   |   |   | 10 |   |   |   | 490 |   |   |   | - |   |
|                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued on July 29, 1998                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   for                services rendered at $0.05 per share      |   |   | 25,000 |   |   |   | 25 |   |   |   | 2,475 |   |   |   | - |   |
|                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued for cash on                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   December                7, 1998 for $0.05 per share          |   |   | 20,000 |   |   |   | 20 |   |   |   | 980 |   |   |   | - |   |
|                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued for cash on                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   December                21, 1998 for $0.05 per share         |   |   | 15,000 |   |   |   | 15 |   |   |   | 735 |   |   |   | - |   |
|                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net                loss for the year ended                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   December                31, 1998                             |   |   | - |   |   |   | - |   |   |   | - |   |   |   | (7,779 | ) |
|                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance,                December 31, 1998                                |   |   | 3,464,000 |   |   | $ | 3,464 |   |   | $ | 10,321 |   |   | $ | (11,864 | ) |

----

| **ANOTEROS,                INC.**                                                    |   |
|--------------------------------------------------------------------------------------|--------|
| (A                Development Stage Company)                                         |   |
| Consolidated                Statements of Stockholders' Equity (Deficit) (Continued) |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   | Deficit |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   | Accumulated |   |
|                                                                                 |   |   |   |   |   |   |   | Additional |   |   | During                the |   |
|                                                                                 |   | Common                Stock |   |   | Paid-In |   |   | Development |   |
|                                                                                 |   | Shares |   |   | Amount |   |   | Capital |   |   | Stage |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance,                December 31, 1998                                            |   |   | 3,464,000 |   |   | $ | 3,464 |   |   | $ | 10,321 |   |   | $ | (11,864 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued for cash on                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   February                16, 1999 for $0.05 per share                     |   |   | 5,000 |   |   |   | 5 |   |   |   | 245 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued for cash on                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   March                30, 1999 for $0.05 per share                        |   |   | 16,000 |   |   |   | 16 |   |   |   | 784 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued for cash on                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   May                4, 1999 for $0.05 per share                           |   |   | 40,000 |   |   |   | 40 |   |   |   | 1,960 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued for cash on                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   May                18, 1999 at $0.05 per share                           |   |   | 20,000 |   |   |   | 20 |   |   |   | 980 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued on May 18, 1999                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   for                services rendered at $0.05 per share                  |   |   | 200,000 |   |   |   | 200 |   |   |   | 9,800 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued for cash on                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   August                12, 1999 at $0.05 per share                        |   |   | 20,000 |   |   |   | 20 |   |   |   | 980 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued for cash on                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   September                16, 1999 at $0.05 per share                     |   |   | 20,000 |   |   |   | 20 |   |   |   | 980 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued on September 16, 1999                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   for                services rendered at $0.05 per share                  |   |   | 120,000 |   |   |   | 120 |   |   |   | 5,880 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued for cash on                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   September                21, 1999 at $0.05 per share                     |   |   | 40,000 |   |   |   | 40 |   |   |   | 1,960 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued for cash on                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   October                11, 1999 at $0.05 per share                       |   |   | 70,000 |   |   |   | 70 |   |   |   | 3,430 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued on October 11, 1999                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   for                services rendered at $0.05 per share                  |   |   | 470,000 |   |   |   | 470 |   |   |   | 23,030 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net                loss for the year ended                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   December                31, 1999                                         |   |   | - |   |   |   | - |   |   |   | - |   |   |   | (58,531 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance,                December 31, 1999                                            |   |   | 4,485,000 |   |   |   | 4,485 |   |   |   | 60,350 |   |   |   | (70,395 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued on February 18, 2000                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   for                services rendered at $0.05 per share                  |   |   | 10,000 |   |   |   | 10 |   |   |   | 490 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued on March 10, 2000                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   for                services rendered at $0.05 per share                  |   |   | 110,000 |   |   |   | 110 |   |   |   | 5,390 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net                loss for the year ended                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   December                31, 2000                                         |   |   | - |   |   |   | - |   |   |   | - |   |   |   | (22,150 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance,                December 31, 2000                                            |   |   | 4,605,000 |   |   | $ | 4,605 |   |   | $ | 66,230 |   |   | $ | (92,545 | ) |

----

| **ANOTEROS,                INC.**                                                    |   |
|--------------------------------------------------------------------------------------|--------|
| (A                Development Stage Company)                                         |   |
| Consolidated                Statements of Stockholders' Equity (Deficit) (Continued) |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   | Deficit |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   | Accumulated |   |
|                                                                                 |   |   |   |   |   |   |   | Additional |   |   | During                the |   |
|                                                                                 |   | Common                Stock |   |   | Paid-In |   |   | Development |   |
|                                                                                 |   | Shares |   |   | Amount |   |   | Capital |   |   | Stage |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance,                December 31, 2000                                            |   |   | 4,605,000 |   |   | $ | 4,605 |   |   | $ | 66,230 |   |   | $ | (92,545 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued on November 15, 2001                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   for                services rendered at $0.10 per share                  |   |   | 75,000 |   |   |   | 75 |   |   |   | 7,425 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net                loss for the year ended                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   December                31, 2001                                         |   |   | - |   |   |   | - |   |   |   | - |   |   |   | (14,626 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance,                December 31, 2001                                            |   |   | 4,680,000 |   |   |   | 4,680 |   |   |   | 73,655 |   |   |   | (107,171 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued for cash on                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   May                2, 2002 at $0.10 per share                            |   |   | 5,000 |   |   |   | 5 |   |   |   | 495 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net                income for the year ended                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   December                31, 2002                                         |   |   | - |   |   |   | - |   |   |   | - |   |   |   | (4,054 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance,                December 31, 2002                                            |   |   | 4,685,000 |   |   |   | 4,685 |   |   |   | 74,150 |   |   |   | (111,225 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued on January 13, 2003                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   for                services rendered at $0.10 per share                  |   |   | 5,000 |   |   |   | 5 |   |   |   | 495 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued on July 28, 2003                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   in                payment of debts at $0.10 per share                    |   |   | 6,700 |   |   |   | 7 |   |   |   | 663 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net                loss for the year ended                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   December                31, 2003                                         |   |   | - |   |   |   | - |   |   |   | - |   |   |   | (8,877 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance,                December 31, 2003                                            |   |   | 4,696,700 |   |   |   | 4,697 |   |   |   | 75,308 |   |   |   | (120,102 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                shares issued for extinguishment of                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   debt                on March 31, 2004 at $0.10 per share                 |   |   | 11,729 |   |   |   | 12 |   |   |   | 1,151 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                shares issued on March 31, 2004                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   for                services rendered at $0.10 per share                  |   |   | 150,000 |   |   |   | 150 |   |   |   | 14,850 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                shares issued on September 15, 2004                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   for                services rendered at $0.10 per share                  |   |   | 350,000 |   |   |   | 350 |   |   |   | 34,650 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net                loss for the year ended                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   December                31, 2004                                         |   |   | - |   |   |   | - |   |   |   | - |   |   |   | (60,127 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance,                December 31, 2004                                            |   |   | 5,208,429 |   |   |   | 5,209 |   |   |   | 125,959 |   |   |   | (180,229 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                shares issued on February 22, 2005                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   for                services rendered at $0.10 per share                  |   |   | 25,000 |   |   |   | 25 |   |   |   | 2,475 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance                forward                                                       |   |   | 5,233,429 |   |   | $ | 5,234 |   |   | $ | 128,434 |   |   | $ | (180,229 | ) |

----

| **ANOTEROS,                INC.**                                                    |   |
|--------------------------------------------------------------------------------------|--------|
| (A                Development Stage Company)                                         |   |
| Consolidated                Statements of Stockholders' Equity (Deficit) (Continued) |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   | Deficit |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   | Accumulated |   |
|                                                                                 |   |   |   |   |   |   |   | Additional |   |   | During                the |   |
|                                                                                 |   | Common                Stock |   |   | Paid-In |   |   | Development |   |
|                                                                                 |   | Shares |   |   | Amount |   |   | Capital |   |   | Stage |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance                forward                                                       |   |   | 5,233,429 |   |   | $ | 5,234 |   |   | $ | 128,434 |   |   | $ | (180,229 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                shares issued on March 25, 2005                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   for                services rendered at $0.10 per share                  |   |   | 575,000 |   |   |   | 575 |   |   |   | 56,925 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                shares issued on December 22, 2005                             |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   for                services rendered at $0.10 per share                  |   |   | 300,000 |   |   |   | 300 |   |   |   | 29,700 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net                loss for the year ended                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   December                31, 2005                                         |   |   | - |   |   |   | - |   |   |   | - |   |   |   | (101,039 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance,                December 31, 2005                                            |   |   | 6,108,429 |   |   |   | 6,109 |   |   |   | 215,059 |   |   |   | (281,268 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                shares issued on July 6, 2006 for                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   services                rendered at $0.05 per share                      |   |   | 338,840 |   |   |   | 338 |   |   |   | 16,602 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                shares issued on September 18, 2006                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   for                accrued wages at $0.05 per share                      |   |   | 100,000 |   |   |   | 100 |   |   |   | 4,900 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                shares issued on September 26, 2006                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   for                cash at $0.05 per share                               |   |   | 70,000 |   |   |   | 70 |   |   |   | 3,430 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued on November 1, 2006                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   for                cash at $0.05 per share                               |   |   | 120,000 |   |   |   | 120 |   |   |   | 5,880 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net                loss for the year ended                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   December                31, 2006                                         |   |   | - |   |   |   | - |   |   |   | - |   |   |   | (45,875 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance,                December 31, 2006                                            |   |   | 6,737,269 |   |   |   | 6,737 |   |   |   | 245,871 |   |   |   | (327,143 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued on January 15, 2007 for                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   accrued                wages at $0.05 per share (unaudited)              |   |   | 50,000 |   |   |   | 50 |   |   |   | 4,950 |   |   |   | - |   |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net                loss for the nine months ended                                    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   September                30, 2007 (unaudited)                            |   |   | - |   |   |   | - |   |   |   | - |   |   |   | (39,154 | ) |
|                                                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance,                September 30, 2007 (unaudited)                               |   |   | 6,787,269 |   |   | $ | 6,787 |   |   | $ | 250,821 |   |   | $ | (366,297 | ) |

----

| **ANOTEROS,                INC.**                                                                   |   |
|-----------------------------------------------------------------------------------------------------|--------|
| (A                Development Stage Company)                                                        |   |
| Consolidated                Statements of Cash Flows                                                |   |
| (Unaudited)                                                                                         |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |
|                                                                                                |   |   |   |   |   |   |   | From                Inception |   |
|                                                                                                |   |   |   |   |   |   |   | of                the |   |
|                                                                                                |   |   |   |   |   |   |   | Development |   |
|                                                                                                |   |   |   |   |   |   |   | Stage                on |   |
|                                                                                                |   |   |   |   |   |   |   | September                25, |   |
|                                                                                                |   | For                the Nine Months Ended |   |   | 1996                through |   |
|                                                                                                |   | September                30, |   |   | September                30, |   |
|                                                                                                |   | 2007 |   |   | 2006 |   |   | 2007 |   |
| CASH                FLOWS FROM OPERATING ACTIVITIES                                                 |   |   |   |   |   |   |   |   |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |
| Net                loss                                                                             |   | $ | (39,154 | ) |   | $ | (41,587 | ) |   | $ | (366,297 | ) |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
|   Adjustments                to reconcile net loss to                                     |   |   |   |   |   |   |   |   |   |   |   |   |
|    net                cash used by operating activities:                             |   |   |   |   |   |   |   |   |   |   |   |   |
|       Depreciation                expense                             |   |   | - |   |   |   | - |   |   |   | 257 |   |
|       Loss                on disposal of equipment                    |   |   | - |   |   |   | - |   |   |   | 250 |   |
|       Gain                on sale of equipment                        |   |   | - |   |   |   | - |   |   |   | (1,767 | ) |
|       Common                stock issued for services and fees        |   |   | - |   |   |   | - |   |   |   | 213,191 |   |
|       Gain                on sale of intellectual property            |   |   | - |   |   |   | - |   |   |   | (20,000 | ) |
|   Changes                in operating assets and liabilities:                             |   |   |   |   |   |   |   |   |   |   |   |   |
|       Decrease                in inventory                            |   |   | - |   |   |   | - |   |   |   | 53 |   |
|       Increase                in accounts payable                     |   |   |   |   |   |   |   |   |   |   |   |   |
|         and                accrued expenses                 |   |   | - |   |   |   | 3,441 |   |   |   | 10,111 |   |
|       Increase                in accounts payable                     |   |   |   |   |   |   |   |   |   |   |   |   |
|         and                accrued expenses - related party |   |   | 25,994 |   |   |   | 26,473 |   |   |   | 49,923 |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
| Net                Cash Used by Operating Activities                                                |   |   | (13,160 | ) |   |   | (11,673 | ) |   |   | (114,279 | ) |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
| CASH                FLOWS FROM INVESTING ACTIVITIES                                                 |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
| Increase                in artwork                                                                  |   |   | (10,026 | ) |   |   | - |   |   |   | (30,216 | ) |
| Proceeds                from sale of intellectual property                                          |   |   | - |   |   |   | - |   |   |   | 20,000 |   |
| Purchase                of fixed assets                                                             |   |   | - |   |   |   | - |   |   |   | (10,541 | ) |
| Proceeds                from sale of fixed assets                                                   |   |   |   |   |   |   |   |   |   |   | 11,800 |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
| Net                Cash Used by Investing Activities                                                |   |   | (10,026 | ) |   |   | - |   |   |   | (8,957 | ) |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
| CASH                FLOWS FROM FINANCING ACTIVITIES                                                 |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
| Payments                on notes payable - related parties                                          |   |   | - |   |   |   | - |   |   |   | (13,827 | ) |
| Proceeds                from notes payable - related parties                                        |   |   | 19,550 |   |   |   | 8,600 |   |   |   | 105,570 |   |
| Common                stock issued for cash                                                         |   |   | - |   |   |   | 3,500 |   |   |   | 32,335 |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
| Net                Cash Provided by Operating Activities                                            |   |   | 19,550 |   |   |   | 12,100 |   |   |   | 124,078 |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
| NET                INCREASE (DECREASE) IN CASH                                                      |   |   | (3,636 | ) |   |   | 427 |   |   |   | 842 |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
| CASH                AT BEGINNING OF PERIOD                                                          |   |   | 4,478 |   |   |   | 1,915 |   |   |   | - |   |
|                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
| CASH                AT END OF PERIOD                                                                |   | $ | 842 |   |   | $ | 2,342 |   |   | $ | 842 |   |

----

| **ANOTEROS,                INC.**                                |   |
|------------------------------------------------------------------|--------|
| (A                Development Stage Company)                     |   |
| Consolidated                Statements of Cash Flows (Continued) |   |
| (Unaudited)                                                      |   |
|                                                             |   |   |   |   |   |   |   |   |   |
|                                                             |   |   |   |   |   |   |   |   |   |
|                                                             |   |   |   |   |   |   |   | From                Inception |   |
|                                                             |   |   |   |   |   |   |   | of                the |   |
|                                                             |   |   |   |   |   |   |   | Development |   |
|                                                             |   |   |   |   |   |   |   | Stage                on |   |
|                                                             |   |   |   |   |   |   |   | September                25, |   |
|                                                             |   | For                the Nine Months Ended |   |   | 1996                through |   |
|                                                             |   | September                30, |   |   | September                30, |   |
|                                                             |   | 2007 |   |   | 2006 |   |   | 2007 |   |
| CASH                PAID FOR                                     |   |   |   |   |   |   |   |   |   |
|                                                             |   |   |   |   |   |   |   |   |   |
| Interest                                                         |   | $ | - |   |   | $ | - |   |   | $ | - |   |
| Taxes                                                            |   | $ | - |   |   | $ | - |   |   | $ | - |   |
|                                                             |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                             |   |   |   |   |   |   |   |   |   |   |   |   |
| SCHEDULE                OF NON-CASH FINANCING AND                |   |   |   |   |   |   |   |   |   |   |   |   |
|   INVESTING                ACTIVITIES                  |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                             |   |   |   |   |   |   |   |   |   |   |   |   |
| Common                stock issued for services                  |   | $ | - |   |   | $ | 0 |   |   | $ | 213,191 |   |
| Common                stock issued as payment                    |   |   |   |   |   |   |   |   |   |   |   |   |
|   on                debt                               |   | $ | 5,000 |   |   | $ | 21,941 |   |   | $ | 6,833 |   |
| Common                stock issued for artwork                   |   | $ | - |   |   | $ | - |   |   | $ | 250 |   |

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

----

**ANOTEROS,      INC.**

----

**ANOTEROS,      INC.**

----

**ANOTEROS,      INC.**

----

**ITEM      2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION      AND   RESULTS OF OPERATIONS.**

**CAUTIONARY      FORWARD - LOOKING STATEMENT**

*Statements      included in this Management's Discussion and Analysis of Financial Condition      and      Results of Operations, and in future filings by the Company with the Securities      and Exchange Commission, in the Company's press releases and in oral statements      made with the approval of an authorized executive officer which are not      historical or current facts are "forward-looking statements" made pursuant      to      the safe harbor provisions of the Private Securities Litigation Reform Act      of      1995 and are subject to certain risks and uncertainties that could cause actual      results to differ materially from historical earnings and those presently      anticipated or projected. The Company wishes to caution readers not to place      undue reliance on any such forward-looking statements, which speak only as      of      the date made. The following important factors, among others, in some cases      have      affected and in the future could affect the Company's actual results and could      cause the Company's actual financial performance to differ materially from      that      expressed in any forward-looking statement: (i) the extremely competitive      conditions that currently exist in the three dimensional software development      marketplace are expected to continue, placing further pressure on pricing which      could adversely impact sales and erode profit margins; (ii) many of the      Company's major competitors in its channels of distribution have significantly      greater financial resources than the Company; and (iii) the inability to carry      out marketing and sales plans would have a materially adverse impact on the      Company's projections. The foregoing list should not be construed as exhaustive      and the Company disclaims any obligation subsequently to revise any      forward-looking statements to reflect events or circumstances after the date      of      such statements or to reflect the occurrence of anticipated or unanticipated      events.*

**A.           Management’s      Plan of Operation**

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**DESCRIPTION                                                   AMOUNT**

**Total      General and Administrative Expenses        $ 361,074**

**RESULTS      OF OPERATIONS**

**For      the three months ended September 30, 2007 compared to the three months ended      September 30, 2006.**

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**For      the nine months ended September 30, 2007 compared to the nine months ended      September 30, 2006.**

**Liquidity      and Capital Resources**

**ITEM      3. CONTROLS AND PROCEDURES**

**Evaluation      of Disclosure Controls and Procedures**

**Changes      in Internal Controls**

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**PART      II - OTHER INFORMATION.**

**ITEM      1. LEGAL PROCEEDINGS.**

**ITEM      2. CHANGES IN SECURITIES AND USE OF PROCEEDS.**

**ITEM      3. DEFAULTS UPON SENIOR SECURITIES.**

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

**ITEM      5. OTHER INFORMATION.**

**ITEM      6. EXHIBITS**

| **Exhibit                Number*** |   |  **Title                of Document**                                                                                                                                                                                               |   |  **Location** |
|------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|
|                               |   |                                                                                                                                                                                                                                     |   |               |
| **Item                31**         |   | **Rule                13a-14(a)/15d-14(a) Certifications**                                                                                                                                                                               |   |               |
| 31.1                               |   | Certification                of Principal Executive Officer and Principal Financial Officer Pursuant                to                Rule 13a-14                                                                                        |   | Attached           |
| **Item                32**         |   | **Section                1350 Certifications**                                                                                                                                                                                           |   |               |
| 32.1                               |   | Certification                Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section                906 of                the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief                Financial Officer) |   | Attached           |

| * | All                exhibits are numbered with the number preceding the decimal indicating                the                applicable SEC reference number in Item 601 and the number following                the                decimal indicating the sequence of the particular                document. |
|---|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**SIGNATURES**