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: June 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 July 28, 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.
            Unregistered Sales of Equity 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 SheetsASSETSJune
      30,
                
                December
      31,2008
                
                2007(Unaudited)CURRENT
      ASSETSCash
                
                $
                1,199
                
                
                $
                1,048Total
      Current Assets
                
                
                1,199
                
                
                
                1,048OTHER
      ASSETSArtwork
                
                
                31,415
                
                
                
                31,415Total
      Other Assets
                
                
                31,415
                
                
                
                31,415TOTAL
      ASSETS
                
                $
                32,614
                
                
                $
                32,463LIABILITIES AND
      STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                
                $
                1,125
                
                
                $
                641Note
      payable - related party
                
                
                106,342
                
                
                
                90,074Accounts
      payable and accrued expenses - related party
                
                
                78,881
                
                
                
                58,540Total
      Current Liabilities
                
                
                186,348
                
                
                
                149,255TOTAL
      LIABILITIES
                
                
                186,348
                
                
                
                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
                
                
                (420,919
                )
                
                
                (383,977
                )Total
      Stockholders' Equity (Deficit)
                
                
                (153,734
                )
                
                
                (116,792
                )TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
      (DEFICIT)
                
                $
                32,614
                
                
                $
                32,463


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 Six Months Ended
                
                
                1996
      throughJune
      30,
                
                
                June
      30,
                
                
                June
      30,2008
                
                
                2007
                
                
                2008
                
                
                2007
                
                
                2008REVENUES
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                867OPERATING
      EXPENSESLegal
      and professional
                
                
                8,542
                
                
                
                3,335
                
                
                
                20,393
                
                
                
                14,848
                
                
                
                224,615General
      and administrative
                
                
                5,908
                
                
                
                5,046
                
                
                
                12,698
                
                
                
                10,937
                
                
                
                185,280Total
      Operating Expenses
                
                
                14,450
                
                
                
                8,381
                
                
                
                33,091
                
                
                
                25,785
                
                
                
                409,895LOSS
      FROM OPERATIONS
                
                
                (14,450
                )
                
                
                (8,381
                )
                
                
                (33,091
                )
                
                
                (25,785
                )
                
                
                (409,028
                )OTHER
      EXPENSESInterest
      expense
                
                
                (2,007
                )
                
                
                (1,611
                )
                
                
                (3,851
                )
                
                
                (3,116
                )
                
                
                (33,408
                )Loss
      on disposal of fixed assets
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (250
                )Loss
      on sale of fixed assets
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                1,767Gain
      on sale of intellectual property
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                20,000Total
      Other Expenses
                
                
                (2,007
                )
                
                
                (1,611
                )
                
                
                (3,851
                )
                
                
                (3,116
                )
                
                
                (11,891
                )NET
      LOSS
                
                $
                (16,457
                )
                
                $
                (9,992
                )
                
                $
                (36,942
                )
                
                $
                (28,901
                )
                
                $
                (420,919
                )BASIC
      LOSS PER SHARE
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.01
                )
                
                $
                (0.00
                )WEIGHTED
      AVERAGE NUMBER OFSHARES
      OUTSTANDING
                
                
                6,978,769
                
                
                
                6,779,027
                
                
                
                6,978,769
                
                
                
                6,783,125










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 six months endedJune
      30, 2008 (unaudited)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (36,942
                )Balance,
      June 30, 2008 (unaudited)
                
                
                6,978,769
                
                
                $
                6,979
                
                
                $
                260,206
                
                
                $
                (420,919
                )







ANOTEROS,
      INC. AND SUBSIDIARY(A
      Development Stage Company)Consolidated
      Statements of Cash Flows(Unaudited)From
      Inceptionof
      theDevelopmentStage
      onSeptember
      25,For
      the Six Months Ended
              
              
              1996
      throughJune
      30,
              
              
              June
      30,2008
              
              
              2007
              
              
              2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
              
              $
              (36,942
              )
              
              $
              (28,901
              )
              
              $
              (420,919
              )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
              
              
              -
              
              
              
              -
              
              
              
              213,191Gain on sale of intellectual property
              
              
              -
              
              
              
              -
              
              
              
              (20,000
              )Changes
      in operating assets and liabilities:Decrease
      in inventory
              
              
              -
              
              
              
              -
              
              
              
              53Increase (decrease) in accounts payableand
      accrued expenses
              
              
              484
              
              
              
              (5,000
              )
              
              
              3,793Increase
      in accounts payableand accrued expenses - related party
              
              
              20,341
              
              
              
              23,484
              
              
              
              92,401Net
      Cash Used by Operating Activities
              
              
              (16,117
              )
              
              
              (10,417
              )
              
              
              (132,741
              )CASH
      FLOWS FROM INVESTING ACTIVITIESIncrease
      in artwork
              
              
              -
              
              
              
              (3,850
              )
              
              
              (31,165
              )Proceeds from sale of intellectual property
              
              
              -
              
              
              
              -
              
              
              
              20,000Purchase
      of fixed assets
              
              
              -
              
              
              
              -
              
              
              
              (10,541
              )Proceeds
      from sale of fixed assets
              
              
              -
              
              
              
              -
              
              
              
              11,800Net
      Cash Provided (Used) by Investing Activities
              
              
              -
              
              
              
              (3,850
              )
              
              
              (9,906
              )CASH
      FLOWS FROM FINANCING ACTIVITIESPayments on notes payable - related parties
              
              
              -
              
              
              
              -
              
              
              
              (13,827
              )Proceeds from notes payable - related parties
              
              
              16,268
              
              
              
              10,550
              
              
              
              125,338Common
      stock issued for cash
              
              
              -
              
              
              
              -
              
              
              
              32,335Net
      Cash Provided by Operating Activities
              
              
              16,268
              
              
              
              10,550
              
              
              
              143,846NET
      INCREASE (DECREASE) IN CASH
              
              
              151
              
              
              
              (3,717
              )
              
              
              1,199CASH
      AT BEGINNING OF PERIOD
              
              
              1,048
              
              
              
              4,478
              
              
              
              -CASH
      AT END OF PERIOD
              
              $
              1,199
              
              
              $
              761
              
              
              $
              1,199














ANOTEROS,
      INC. AND SUBSIDIARY(A
      Development Stage Company)Consolidated
      Statements of Cash Flows (Continued)(Unaudited)From
      Inceptionof
      theDevelopmentStage
      onSeptember
      25,For
      the Six Months Ended
                
                1996
      throughJune
      30,
                
                June
      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









ANOTEROS,
INC. AND SUBSIDIARY
 (A
Development Stage Company)
 Notes
to the Consolidated Financial Statements
 June
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
six months ended June 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
      endedJune 30,
      2008
                
                $
                (36,942
                )
                
                
                6,978,769
                
                
                $
                (0.01
                )For the period
      endedJune 30,
      2007
                
                $
                (28,901
                )
                
                
                6,783,125
                
                
                $
                (0.00
                )


Page 8




ANOTEROS,
INC. AND SUBSIDIARY
 (A
Development Stage Company)
 Notes
to the Consolidated Financial Statements (Continued)
 June
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 June 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 -     RELATED PARTY
SHAREHOLDER LOAN
  In
October 1999, a shareholder advanced $10,000 to the Company.  From
that date through June 30, 2008, the shareholder has made several additional
advances, and the Company has made some partial payments on the
advances.  As of June 30, 2008, the total principal balance of these
advances totaled $106,342.   The loans accrue interest at 8.0%
per annum.  Accrued interest at June 30, 2008 was
$31,150.  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)
 June
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.






































































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.
 
 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 June 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.





Page
11




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 $1,199, 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 June
30, 2008 were $409,895, of which approximately 45% were general and
administrative. The following table quantifies the components that comprise our
operating expenses for this period:


DESCRIPTION
            
            AMOUNTLegal and
      Professional
      Fees
            
            $
            224,615Other General
      and Administrative
            
            $
            145,280Wages and
      Salaries
            
            $
            40,000Taxes
            
            $
            -Total Operating
      Expenses
            
            $
            409,895





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 June 30, 2008 compared to the three months ended June 30,
2007.
  From
September 25, 1996 (inception) to June 30, 2008, we have generated only minimal
revenue.  We earned no revenues during the three month periods ended
June 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 June 30, 2008 totaled $14,450, a 72%
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 $16,457 during the three month period ended June 30,
2008, a 65% 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 June 30, 2008, representing no material change from the
comparable period of 2007.
 
 Six
months ended June 30, 2008 compared to the six months ended June 30,
2007.
  Operating
expenses for the six months ended June 30, 2008 totaled $33,091, a 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 $36,942 during the six month period ended June 30, 2008,
a 28% 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 six month period ended June
30, 2008, representing only a minimal change from the $(0.00) loss per share for
the comparable period of 2007.
  As of June
30, 2008, the Company had an accumulated deficit of $420,919 compared to
$383,977 as of December 31, 2007. The shareholders deficit as of June 30, 2008
was $153,734 compared to $116,792 as of December 31, 2007.


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Liquidity
and Capital Resources
  As of June 30, 2008,
the Company had a negative working capital of $185,149 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 six months
ended June 30, 2008 the Company experienced negative cash flow of $16,117 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 $16,268.
 
 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 June 30, 2008, pursuant to Rule 13a-15(b) under
the Securities Exchange Act. Based upon that evaluation, our Certifying Officer
concluded that, as of June 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 June 30, 2008 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.













PART II - OTHER INFORMATION.





ITEM 1. LEGAL PROCEEDINGS.




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 Wotjak dated October 11, 1999(1)10.02
              Restated
      Independent Contractor Agreement with James Wotjak 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:
July 31,
2008                                                                              __________________________________


By: George G. Chachas


Its: President and CEO




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