SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549


___________________________________





FORM 10-Q





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


SECURITIES
EXCHANGE ACT OF 1934





For
Quarter Ended: September 30, 2008











Commission
File Number: 0-52561








Anoteros,
Inc.


(Exact
name of registrant as specified in its charter)


Nevada
              88-0368849(State
      or other Jurisdiction of Incorporation or Organization)
              (IRS
      Employer Identification No.)2445
      Fifth Avenue, Suite 440, San Diego, California
              92101(Address
      of principal executive offices)
              (Zip
      Code)


(619) 239-2900


(Registrant’s
Telephone Number, Including Area Code)





Indicated 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  o
  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 definitions of  “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.




Large Accelerated
      Filer   o
            Accelerated Filer  
      oNon-Accelerated
      Filer   o
            Smaller Reporting Company
        x





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


Yes  £          NoT


Indicate the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date.   As of October 30, 2008, there
were 6,978,769 shares of the issuer's Common Stock, $0.001 par value, issued and
outstanding.










ANOTEROS
INC. AND SUBSIDIARIES
 Report
on Form 10-Q
 
 
 PART I – FINANCIAL
      INFORMATIONItem 1.
              Financial
      Statements.................................................................................................................................................................
              3Item 2.
              Management's Discussion and Analysis of Financial Condition
      and Results of Operations
      .....................................
              11Item 3.
              Quantitative and Qualitative Disclosure About Market Risk
      ...........................................................................................
              13Item 4.
              Controls and Procedures
      ........................................................................................................................................................
              13PART II – OTHER
      INFORMATIONItem 1.
              Legal Proceedings
      ....................................................................................................................................................................
              14Item 1A.
              Risk Factors
      ..............................................................................................................................................................................
              14Item 2.
              Changes in Securities and Use of Proceeds
      ........................................................................................................................
              14Item 3.
              Default Upon Senior Securities
      ..............................................................................................................................................
              14Item 4.
              Submission of matters to a Vote of Security Holders
      .........................................................................................................
              14Item 5.
              Other Information
      .....................................................................................................................................................................
              14Item 6.
              Exhibits
      .......................................................................................................................................................................................
              14





Page
2


PART I - FINANCIAL INFORMATION


ITEM
1.  FINANCIAL STATEMENTS


ANOTEROS,
      INC. AND SUBSIDIARY(A
      Development Stage Company)Consolidated
      Balance SheetsASSETSSeptember
      30,
                          
                          December
      31,2008
                          
                          2007(Unaudited)CURRENT
      ASSETSCash
                          
                          $
                          824
                          
                          
                          $
                          1,048Total
      Current Assets
                          
                          
                          824
                          
                          
                          
                          1,048OTHER
      ASSETSArtwork
                          
                          
                          31,415
                          
                          
                          
                          31,415Total
      Other Assets
                          
                          
                          31,415
                          
                          
                          
                          31,415TOTAL
      ASSETS
                          
                          $
                          32,239
                          
                          
                          $
                          32,463LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                          
                          $
                          125
                          
                          
                          $
                          641Note
      payable - related party
                          
                          
                          110,217
                          
                          
                          
                          90,074Accounts
      payable and accrued expenses - related party
                          
                          
                          87,065
                          
                          
                          
                          58,540Total
      Current Liabilities
                          
                          
                          197,407
                          
                          
                          
                          149,255TOTAL
      LIABILITIES
                          
                          
                          197,407
                          
                          
                          
                          149,255STOCKHOLDERS'
      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; 6,978,769 shares issuedand
      outstanding
                          
                          
                          6,979
                          
                          
                          
                          6,979Additional
      paid-in capital
                          
                          
                          260,206
                          
                          
                          
                          260,206Deficit
      accumulated during the development stage
                          
                          
                          (432,353
                          )
                          
                          
                          (383,977
                          )Total
      Stockholders' Equity (Deficit)
                          
                          
                          (165,168
                          )
                          
                          
                          (116,792
                          )TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
      (DEFICIT)
                          
                          $
                          32,239
                          
                          
                          $
                          32,463


The
accompanying notes are an integral part of these consolidated financial
statements.
 
 Page
3


ANOTEROS,
      INC. AND SUBSIDIARY(A
      Development Stage Company)Consolidated
      Statements of Operations(Unaudited)From
      Inception ofthe
      DevelopmentStage
      onSeptember
      25,For
      the Three Months Ended
                    
                    
                    For
      the Nine Months Ended
                    
                    
                    1996
      throughSeptember
      30,
                    
                    
                    September
      30,
                    
                    
                    September
      30,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007
                    
                    
                    2008REVENUES
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    867OPERATING
      EXPENSESLegal
      and professional
                    
                    
                    4,054
                    
                    
                    
                    3,480
                    
                    
                    
                    24,447
                    
                    
                    
                    18,328
                    
                    
                    
                    228,669General
      and administrative
                    
                    
                    5,175
                    
                    
                    
                    5,062
                    
                    
                    
                    17,873
                    
                    
                    
                    15,998
                    
                    
                    
                    190,455Total
      Operating Expenses
                    
                    
                    9,229
                    
                    
                    
                    8,542
                    
                    
                    
                    42,320
                    
                    
                    
                    34,326
                    
                    
                    
                    419,124LOSS
      FROM OPERATIONS
                    
                    
                    (9,229
                    )
                    
                    
                    (8,542
                    )
                    
                    
                    (42,320
                    )
                    
                    
                    (34,326
                    )
                    
                    
                    (418,257
                    )OTHER
      EXPENSESInterest
      expense
                    
                    
                    (2,205
                    )
                    
                    
                    (1,711
                    )
                    
                    
                    (6,056
                    )
                    
                    
                    (4,828
                    )
                    
                    
                    (35,613
                    )Loss
      on disposal of fixed assets
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (250
                    )Loss
      on sale of fixed assets
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,767Gain
      on sale of intellectual property
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    20,000Total
      Other Expenses
                    
                    
                    (2,205
                    )
                    
                    
                    (1,711
                    )
                    
                    
                    (6,056
                    )
                    
                    
                    (4,828
                    )
                    
                    
                    (14,096
                    )NET
      LOSS
                    
                    $
                    (11,434
                    )
                    
                    $
                    (10,253
                    )
                    
                    $
                    (48,376
                    )
                    
                    $
                    (39,154
                    )
                    
                    $
                    (432,353
                    )BASIC
      LOSS PER SHARE
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.01
                    )WEIGHTED
      AVERAGE NUMBER OFSHARES
      OUTSTANDING
                    
                    
                    6,978,769
                    
                    
                    
                    6,787,269
                    
                    
                    
                    6,978,769
                    
                    
                    
                    6,784,522
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
 Page
4


ANOTEROS,
      INC. AND SUBSIDIARY(A
      Development Stage Company)Consolidated
      Statements of Stockholders' Equity (Deficit)DeficitAccumulatedAdditional
                                        
                                        
                                        During
      theCommon
      Stock
                                        
                                        
                                        
                                        
                                        
                                        Paid-In
                                        
                                        
                                        DevelopmentShares
                                        
                                        
                                        Amount
                                        
                                        
                                        Capital
                                        
                                        
                                        StageBalance,
      December 31, 2006
                                        
                                        
                                        6,737,269
                                        
                                        
                                        $
                                        6,737
                                        
                                        
                                        $
                                        245,871
                                        
                                        
                                        $
                                        (327,143
                                        )Common
      shares issued on January 15, 2007for
      accrued wages at $0.05 per share
                                        
                                        
                                        50,000
                                        
                                        
                                        
                                        50
                                        
                                        
                                        
                                        4,950
                                        
                                        
                                        
                                        -Common
      shares issued on December 11, 2007for
      services rendered at $0.05 per share
                                        
                                        
                                        100,000
                                        
                                        
                                        
                                        100
                                        
                                        
                                        
                                        4,900
                                        
                                        
                                        
                                        -Common
      shares issued on December 28, 2007for
      debt at $0.05 per share
                                        
                                        
                                        91,500
                                        
                                        
                                        
                                        92
                                        
                                        
                                        
                                        4,485
                                        
                                        
                                        
                                        -Net
      loss for the year endedDecember
      31, 2007
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (56,834
                                        )Balance,
      December 31, 2007
                                        
                                        
                                        6,978,769
                                        
                                        
                                        
                                        6,979
                                        
                                        
                                        
                                        260,206
                                        
                                        
                                        
                                        (383,977
                                        )Net
      loss for the nine months endedSeptember
      30, 2008 (unaudited)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (48,376
                                        )Balance,
      September 30, 2008 (unaudited)
                                        
                                        
                                        6,978,769
                                        
                                        
                                        $
                                        6,979
                                        
                                        
                                        $
                                        260,206
                                        
                                        
                                        $
                                        (432,353
                                        )


The
accompanying notes are an integral part of these consolidated financial
statements.
 
 Page
5


ANOTEROS,
      INC. AND SUBSIDIARY(A
      Development Stage Company)Consolidated
      Statements of Cash Flows(Unaudited)From
      Inceptionof
      theDevelopmentStage
      onSeptember
      25,For
      the Nine Months Ended
                  
                  
                  1996
      throughSeptember
      30,
                  
                  
                  September
      30,2008
                  
                  
                  2007
                  
                  
                  2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                  
                  $
                  (48,376
                  )
                  
                  $
                  (39,154
                  )
                  
                  $
                  (432,353
                  )Adjustments
      to reconcile net loss tonet
      cash used by operating activities:Depreciation
      expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  257Loss
      on disposal of equipment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  250Gain
      on sale of fixed assets
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,767
                  )Common
      stock issued for services and fees
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  218,191Gain
      on sale of intellectual property
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (20,000
                  )Changes
      in operating assets and liabilities:Decrease
      in inventory
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  53Decrease
      in accounts payableand
      accrued expenses
                  
                  
                  (516
                  )
                  
                  
                  (5,000
                  )
                  
                  
                  (2,207
                  )Increase
      in accounts payableand
      accrued expenses - related party
                  
                  
                  28,525
                  
                  
                  
                  30,994
                  
                  
                  
                  100,585Net
      Cash Used by Operating Activities
                  
                  
                  (20,367
                  )
                  
                  
                  (13,160
                  )
                  
                  
                  (136,991
                  )CASH
      FLOWS FROM INVESTING ACTIVITIESIncrease
      in artwork
                  
                  
                  -
                  
                  
                  
                  (10,026
                  )
                  
                  
                  (31,165
                  )Proceeds
      from sale of intellectual property
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  20,000Purchase
      of fixed assets
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (10,541
                  )Proceeds
      from sale of fixed assets
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  11,800Net
      Cash Used by Investing Activities
                  
                  
                  -
                  
                  
                  
                  (10,026
                  )
                  
                  
                  (9,906
                  )CASH
      FLOWS FROM FINANCING ACTIVITIESPayments
      on notes payable - related parties
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (13,827
                  )Proceeds
      from notes payable - related parties
                  
                  
                  20,143
                  
                  
                  
                  19,550
                  
                  
                  
                  129,213Common
      stock issued for cash
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  32,335Net
      Cash Provided by Financing Activities
                  
                  
                  20,143
                  
                  
                  
                  19,550
                  
                  
                  
                  147,721NET
      INCREASE (DECREASE) IN CASH
                  
                  
                  (224
                  )
                  
                  
                  (3,636
                  )
                  
                  
                  824CASH
      AT BEGINNING OF PERIOD
                  
                  
                  1,048
                  
                  
                  
                  4,478
                  
                  
                  
                  -CASH
      AT END OF PERIOD
                  
                  $
                  824
                  
                  
                  $
                  842
                  
                  
                  $
                  824


The
accompanying notes are an integral part of these consolidated financial
statements.
 
 Page
6




ANOTEROS,
      INC. AND SUBSIDIARY(A
      Development Stage Company)Consolidated
      Statements of Cash Flows (Continued)(Unaudited)From
      Inceptionof
      theDevelopmentStage
      onSeptember
      25,For
      the Nine Months Ended
                  
                  1996
      throughSeptember
      30,
                  
                  September
      30,2008
                  
                  2007
                  
                  2008CASH
      PAID FORInterest
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Taxes
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -SCHEDULE
      OF NON-CASH FINANCING ANDINVESTING
      ACTIVITIESCommon
      stock issued as paymenton
      debt
                  
                  $
                  -
                  
                  
                  $
                  5,000
                  
                  
                  $
                  11,410Common
      stock issued for artwork
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  250


The
accompanying notes are an integral part of these consolidated financial
statements.
 
 Page
7




ANOTEROS,
INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes to
the Consolidated Financial Statements


September
30, 2008 and December 31, 2007





NOTE 1
-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


This
summary of significant accounting policies of Anoteros, Inc. and its
wholly-owned subsidiary, Doolittle EduTainment Corp., is presented to assist in
understanding the Company’s consolidated financial
statements.  Collectively, these entities are referred to hereafter as
“the Company.” The consolidated financial statements and notes are
representations of the Company’s management, which is responsible for their
collective integrity and objectivity.  These accounting policies
conform to accounting principles generally accepted in the Unites States of
America, as well as standards of the Public Company Accounting Oversight Board
(United States) and have been consistently applied in the preparation of the
consolidated financial statements.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted in accordance with such rules and
regulations.  The information furnished in the interim condensed
financial statements includes normal recurring adjustments and reflects all
adjustments, which, in the opinion of management, are necessary for a fair
presentation of such financial statements.  Operating results for the
nine months ended September 30, 2008 are not necessarily indicative of the
results that may be expected for the year ending December 31,
2008.


a.  Organization
and Business Activities





Anoteros,
Inc. (“Anoteros”) was incorporated under the laws of the State of Nevada on
September 25, 1996 as Out of Bounds Sports Co.  Anoteros has been in
the development stage since inception.  Anoteros has created certain
pieces of artwork, and  intends to further develop and market this
artwork in conjunction with its wholly-owned subsidiary, Doolittle EduTainment
Corp. (“Doolittle”).  Out of Bounds Sports Co. changed its name to
Anoteros, Inc. on September 21, 2004.





Doolittle
was incorporated under the laws of the State of Nevada on February 19, 2002 as a
wholly-owned subsidiary of Anoteros.  Doolittle is working toward
creating and marketing a series of children’s books.





The
Company is seeking to further develop and market its artwork and children’s
books, as well as other related accessories such as T-Shirts, sweatshirts,
superballs, etc., through the Doolittle entity.  Additional external
financing may be required to proceed with this and any supplemental business
plans which may be developed by the Company.





b.  Revenue
Recognition Policy





The
Company currently has no source of revenues.  Revenue recognition
policies will be determined when principal operations begin.





c.  Basic
Loss Per Share





The
computations of basic loss per share of common stock are based on the
weighted-average number of shares outstanding during the period of the financial
statements as follows:





Loss
                    
                    
                    Shares
                    
                    
                    Per
      Share(Numerator)
                    
                    
                    (Denominator)
                    
                    
                    AmountFor
      the period endedSeptember 30, 2008
                    
                    $
                    (48,376
                    )
                    
                    
                    6,978,769
                    
                    
                    $
                    (0.01
                    )For
      the period endedSeptember
      30, 2007
                    
                    $
                    (39,154
                    )
                    
                    
                    6,784,522
                    
                    
                    $
                    (0.01
                    )






Page
8


ANOTEROS,
INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes to
the Consolidated Financial Statements (Continued)


September
30, 2008 and December 31, 2007





NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





d.  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 disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates





e.
Preferred Stock





The
company has authorized 25,000,000 shares of preferred stock with the following
features such that the shares 1) may have voting powers (full or limited) or may
be without voting powers; 2) may be made convertible into, or exchangeable for,
shares of any other class of stock; and 3) may have rights upon distribution of
assets of the Company.  The Company will determine preferences upon
issuance.





f. Income
Tax





We file
federal income tax returns in the U.S. and state income tax returns in those
state jurisdictions where we are required to file.  With few exceptions,
we are no longer subject to U.S. federal, state or and local income tax
examinations by tax authorities for years before June 30, 2004.





We
adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, on January 1, 2007.  As a result of the implementation of
Interpretation 48, no adjustment should be made for unrecognized tax
benefits.





There are
no tax positions included in the balance at September 30, 2008 for which the
ultimate deductibility is highly certain but for which there is uncertainty
about the timing of such deductibility.




Our
policy is to recognize accrued interest related to unrecognized tax benefits in
interest expense and penalties in operating expenses.





NOTE 2
- SHAREHOLDER LOAN




In
October 1999, a shareholder advanced $10,000 to the Company.  From
that date through September 30, 2008, the shareholder has made several
additional advances, and the Company has made some partial payments on the
advances.  As of September 30, 2008, the total principal balance of
these advances totaled $110,217.   The loans accrue interest at
8.0% per annum.  Accrued interest at September 30, 2008 was
$33,354.  The loans are due on demand.


NOTE 3 -GOING CONCERN




The Company’s consolidated
financial statements are prepared using accounting principles generally accepted
in the United States of America applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business.  However, the Company does not have significant
operations to date, nor does it have an established source of revenues
sufficient to allow it to continue as a going concern.  External
financing, which is necessary for the Company to continue and proceed with
operations, will either a) be loaned to the Company by its founder and principal
shareholder, or b) will be generated by means of  a private placement
being contemplated by management in which the Company would attempt to raise
between $20,000 and $35,000. The Company is currently having its first three
children’s books illustrated and will seek to have these books published once
all illustrations are complete.







Page
9


ANOTEROS,
INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes to
the Consolidated Financial Statements (Continued)


September
30, 2008 and December 31, 2007


NOTE 4 -EQUITY ACTIVITY




On January 15,
2007, the Company issued 50,000 shares of its common stock to a former
officer of the Company, as payment for accrued wages totaling
$5,000.  In addition, the Company granted to the same individual an
option to purchase 100,000 shares of the Company’s common stock, with an
exercise price of $0.25 per share.  The options vested in full on the
grant date, and expire on December 31, 2011.  The Company performed an
analysis of the valuation of these options according to the Black-Scholes
pricing model, and determined that as of the grant date no expense pertaining to
the options is to be recognized.




On
December 2007, the Company issued 91,500 shares of common stock, at $0.05 per
share, to the Company’s current president, as payment on the note held by the
Company’s president.  In addition, the Company issued 100,000 shares
at $0.05 per share for legal services rendered.
































































Page
10




ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS
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.





Company
Overview and Principal Products and Services





The
Company’s wholly-owned subsidiary, Doolittle Edutainment, which holds all
intellectual property for the Company, is engaged in the children’s education
and entertainment market, continues its plan for publication and distribution of
its children books, and further development of additional books and exploitation
of its intellectual property rights focused around its main character,
“Doolittle.”  We are considered a development stage company. We have
recognized only minimal revenue, and activities since our inception have been
devoted primarily to raising capital and creating a character-based children’s
book and accompanying apparel. Following the completion of its third title book
in July 2007, the Company entered into an agreement with BookMasters Inc., to
print an initial run of 250 of each of the first three book titles for marketing
and presentation purposes to various children's literary agents to seek
publication.   With this printing of the first three titles the
copyright process will be completed and these titles entered into the Library of
Congress.  We recently have begun to focus on developing the market
for this book.  As a result, we are a development stage enterprise as
defined by SFAS 7. In our most recent operating period ended September 30, 2008,
we recorded no revenue. Additionally, there were no revenues for the fiscal year
ended December 31, 2007.  Accordingly, we have issued a comment
regarding our ability to continue as a going concern (please refer to the
footnotes to the financial statements). Until such time that we are able to
establish a consistent flow of revenues from our Doolittle products, sufficient
to sustain our operations, Management intends to rely primarily upon debt
financing as needed to supplement the cash flows generated by the sale of our
products.





To date, our efforts have been
primarily focused on developing demand for our products, implementing our
business strategy and raising working capital through equity financing. Our
ability to generate revenues is primarily dependent upon our ability to
cost-effectively and efficiently develop and market our products. Our priorities
for the next six to twelve months of operations are to:





1.           Attempt
to negotiate and facilitate a publishing contract for the publication of Book 1,
2 and 3 orpursue self publication;


2.           Implement
a marketing strategy to reach target markets;


3.           Continue
the development of future book titles;


4.           Develop
and strengthen strategic relationships;


5.           Respond
to competitive developments; and


6.           Establish
our brand identity.





In order to make the most efficient use
of the capital available to us, we plan to print our books when we have orders
from the purchasers in hand.  Standard terms will include a down
payment with the order, which is typical in this industry. This down payment
will be sufficient to cover the hard costs to publish the books as well as the
initial operating expenses. Once the books are published the balance owing on
the contracts with the sponsors will be due and payable. These amounts will
provide for ongoing operating expenses.





We believe that without additional
financing, our total current assets of $824, plus projected cash flows, will not
be sufficient capital to allow us to implement our plan to continue developing
our product line and develop relationships with publishers and/or retail
outlets. Our current monthly operating expenses average less than $4,000
exclusive of management’s salaries, which are deferred until we begin selling
our books.





Our total operating expenses for the
period from September 25, 1996, (inception) to September 30, 2008 were $419,124
of which 45.44% were general and administrative. The following table quantifies
the components that comprise our operating expenses for this
period:


DESCRIPTION
                      
                      AMOUNTLegal
      and Professional
      Fees
                      
                      $
                      228,669Other
      General and Administrative
                      
                      $
                      190,455Wages
      and Salaries
                      
                      $
                      -Taxes
                      
                      $
                      -Total Operating
      Expenses
                      
                      $
                      419,124





We believe funds received through
additional debt financing or the sale of additional shares of our common stock
will be adequate to fund our operations and provide for our working capital
needs for at least the next 12 to 24 months. As we grow our business and obtain
a publishing deal and/or purchase orders for our books and other products, our
revenues should grow on a consistent basis. By focusing our efforts on limiting
general and administrative expenses as we increase revenue, we expect to
increase our net income on a consistent basis as well.





Results
of Operations





Three
months ended September 30, 2008 compared to the three months ended September 30,
2007.





From September 25, 1996 (inception) to
September 30, 2008, we have generated only minimal revenue.  We earned
no revenues during the three month periods ended September 30, 2008 and
2007.  As a development stage company, our revenue is expected to be
derived from the sale of our Doolittle products.





Operating expenses for the three months
ended September 30, 2008 totaled $9,229, an 8.01% increase from the comparable
period of 2007.  This increase resulted primarily from an increase in
legal and professional fees in the current period.





The Company incurred a net loss of
$11,434 during the three month period ended September 30, 2008, a 11.49%
increase from the comparable period of 2007.  This increase resulted
primarily from an increase in legal and professional fees, as well as slight
increases in general and administrative expenses and interest expense in the
current period. Basic net loss per share was $(0.00) for the three month period
ended September 30, 2008, representing no material change from the comparable
period of 2007.





Nine
months ended September 30, 2008 compared to the nine months ended September 30,
2007.





Operating expenses for the nine months
ended September 30, 2008 totaled $42,320 a 23.28% increase from the comparable
period of 2007.  This increase resulted primarily from an increase in
legal and professional fees in the current period.





The Company incurred a net loss of
$48,376 during the nine month period ended September 30, 2008, a 23.55% increase
from the comparable period of 2007.  This increase resulted primarily
from an increase in legal and professional fees, as well as slight increases in
general and administrative expenses and interest expense in the current period.
Basic net loss per share was $(0.01) for the nine month period ended September
30, 2008, representing an immaterial change from the $(0.01) loss per share for
the comparable period of 2007.





As of September 30, 2008, the Company
had an accumulated deficit of $432,353 compared to $383,977 as of December 31,
2007. The shareholders deficit as of September 30, 2008 was $165,168 compared to
$116,792 as of December 31, 2007.





Liquidity
and Capital Resources





As of September 30, 2008, the Company
had a negative working capital of $196,583 compared to a negative working
capital of $148,207 at December 31, 2007. The change in working capital resulted
primarily from the Company’s operating losses.





During the nine months ended September
30, 2008 the Company experienced negative cash flow of $20,367 from operating
activities, and had cash flows from investing activities of $-0-.  The
Company met its cash requirements during this period through debt financing,
realizing a cash inflow from financing activities in the amount of
$20,143.





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.





ITEM 4. CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed by us in the reports that we file or submit
to the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within the
time periods specified by the Securities and Exchange Commission’s rules and
forms, and that information is accumulated and communicated to our management,
including our principal executive and principal financial officer (whom we refer
to in this periodic report as our Certifying Officer), as appropriate to allow
timely decisions regarding required disclosure. Our management evaluated, with
the participation of our Certifying Officer, the effectiveness of our disclosure
controls and procedures as of September 30, 2008, pursuant to Rule 13a-15(b)
under the Securities Exchange Act. Based upon that evaluation, our Certifying
Officer concluded that, as of September 30, 2008, our disclosure controls and
procedures were effective.




Changes
in Internal Controls




There
were no changes in our internal control over financial reporting that occurred
during the quarter ended September 30, 2008 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.








Page
11


PART II - OTHER INFORMATION.





ITEM
1. LEGAL PROCEEDINGS





We are
not a party to any pending legal proceeding. No federal, state or local
governmental agency is presently contemplating any proceeding against the
Company. No director, executive officer or affiliate of the Company or owner of
record or beneficially of more than five percent of the Company's common stock
is a party adverse to the Company or has a material interest adverse to the
Company in any proceeding.





ITEM
1A. RISK FACTORS





We are a smaller reporting company as
defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not
required to provide the information under this item.





ITEM
2. CHANGES IN SECURITIES AND USE OF PROCEEDS




None





ITEM
3. DEFAULTS UPON SENIOR SECURITIES





None





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





None




ITEM
5. OTHER INFORMATION




None





ITEM 6. EXHIBITS





The following exhibits are filed as a
part of this report:





ExhibitNumber
            Description of
      Exhibit3.01
            Articles
      of Incorporation(1)3.02
            Restated
      Articles of Incorporation(1)3.03
            Bylaws(1)10.01
            Independent
      Contractor Agreement with James Wojtak dated October 11, 1999(1)10.02
            Restated
      Independent Contractor Agreement with James Wojtak dated February 18,
      2000(1)10.03
            Independent
      Contractor Agreement with Ben De Soto dated December 5, 2002(1)10.04
            First
      Amendment to Independent Contractor Agreement with Ben De Soto dated
      February 11, 2003(1)10.05
            Independent
      Contractor Agreement with Gerry De Soto dated November 21, 2006(1)10.06
            2007
      Long Term Incentive Plan(2)31.01
            Certification
      of Principal Executive Officer Pursuant to Rule 13a-14(3)31.02
            Certification
      of Principal Financial Officer Pursuant to Rule 13a-14(3)32.01
            CEO
      and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley
      Act(3)


(1)
            Incorporated
      by reference to our Registration Statement on Form 10SB filed on April 12,
      2007.


(2)
            Incorporated
      by reference to our Form 10-KSB filed with the SEC on March 27,
      2008.


(3)
            Filed
      herewith.


*           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





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the Undersigned, thereunto duly
authorized.





ANOTEROS
INC.







Dated:
October 30,
2008 ____________________________


By: George G. Chachas


Its: President and
CEO


Page
12