UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 ___________
 
 FORM
10-KSB/A-2
 ___________
 
 TANNUAL
REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 
 For
the fiscal year ended December 31, 2007
 
 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
 (Issuer’s
telephone number, including area code)
 
 Securities
registered under Section 12(b) of the Exchange
Act:     None
 
 Securities
registered under Section 12(g) of the Exchange
Act:     Common Stock, $0.001 Par Value
 
 
 Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15 (d) of the Securities Exchange Act of 1934 during the past 12 months (or for
such shorter period that a registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.
 Yes  T          No£
 
 Check
whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act.
 £
 
 Check
whether the Issuer (1) 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  T          No£
 
 Check
here if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.
 Yes  £          NoT
 
 Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
 Yes  £          NoT
 
 Issuer’s
revenues for its most recent fiscal year: None.
 
 As of
March 21, 2008, there were 6,978,769 shares of the registrant’s Common Stock
outstanding.  The aggregate market value of the Common Stock held by
non-affiliates was approximately $498,768 based on the closing sales price of
the Common Stock of $0.20 per share as quoted on the Pink Sheets on such
date.
 
 Transitional
Small Business Disclosure Format (check one):
 Yes  £          NoT
 
 ANOTEROS
INC.
 Report
on Form 10-KSB
 
 
 
 PART I.Item 1.
              Description of Business
      ...........................................................................................
              3Item 2.
              Description of Property
      ............................................................................................
              12Item 3.
              Legal Proceedings
      .....................................................................................................
              12Item 4.
              Submission of Matters to a Vote of Security Holders
      .........................................
              12PART II.Item 5.
              Market for Common Equity and Related Stockholder Matters
      ..........................
              12Item 6.
              Management’s Discussion and Analysis or Plan of Operation
      ........................
              14Item 7.
              Financial Statements
      .................................................................................................
              17Item 8.
              Changes In and Disagreements With Accountants
      on
                Accounting and Financial Disclosure
      ...................................................................
              35Item 8A(T)
              Controls and Procedures
      .........................................................................................
              35Item 8B.
              Other
      Information......................................................................................................
              36PART III.Item 9.
              Directors, Executive Officers and Corporate Governance
      ..................................
              36Item 10.
              Executive Compensation
      ..........................................................................................
              38Item 11.
              Security Ownership of Certain Beneficial Owners
      and
                Management and Related Stockholder Matters
      ...................................................
              40Item 12.
              Certain Relationships and Related Transactions
      .................................................
              41Item 13.
              Exhibits
      .......................................................................................................................
              41Item 14.
              Principal Accountant Fees and Services
      ..............................................................
              42
   Page
2
 PART I.
 
 FORWARD
LOOKING STATEMENTS
 
 This
annual report contains certain forward-looking statements and for this purpose
any statements contained in this annual report that are not statements of
historical fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended to
identify forward-looking statements.  These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within our
control.  These factors include but are not limited to economic conditions
generally and in the markets in which Technology Resources may participate,
competition within Anoteros’ chosen industry, technological advances and failure
by us to successfully develop business relationships.
 
 ITEM 1.DESCRIPTION OF
BUSINESS.
 
 Business
Development
 
 Anoteros  Inc. (referred to
as “Anoteros”, the “Company”, “we”, “us”, or “our”) through its wholly-owned
subsidiary, Doolittle Edutainment, which holds all of our intellectual property,
is engaged and in the children’s education and entertainment
market.  Our mission is to entertain and educate children through
various avenues focused around our main character, “Doolittle” and further
development of additional books and the exploitation of our intellectual
property rights.
 
 The Company was incorporated on
September 25, 1996 under the laws of the State of Nevada, as Out of Bounds
Sports Co. and initially entered the sports wear market, manufacturing and
marketing tee shirts, golf shorts and hats with the “OB Golf” and “OB Sports”
logo.   The Company turned its focus to the children’s education
and entertainment arena utilizing the gorilla charter “Doolittle” depicted in
various sporting activities and worked on various story lines and character
treatments.  We complete the final story line and draft of Book 1 –
The Story of Doolittle, an Exceptional Young Gorilla in May 2000. The story line
and preliminary draft of Book 2 – The Adventures of Dynamic Doolittle – Episode
1 “The Problem with Paulie Python” was completed in October 2000 and, the story
line and preliminary draft of Book 3 - Doolittle’s Very, Very Bad Day was
completed in May 2001
 
 On February 19, 2002 the Company formed
Doolittle Edutainment Corp., a Nevada corporation (“Doolittle Edutainment”) as a
wholly-owned subsidiary, for the purpose of holding the intellectual property
and other assets relating the Doolittle books and product line.
 
 On September 22, 2004, we Company
changed our name from Out of Bounds Sports Co. to Anoteros, Inc
 
 In 2006 and 2007, we completed layout,
compilation and assembly of Books 1, 2 and 3 and in 2007 we completed our first
three book titles which depict our main character named
“Doolittle”:
  ·  Book 1 -
titled “Doolittle – An
Exceptional Young Gorilla” addresses the issue of cheating on a very
elementary children’s level.
 
 ·  Book 2 -
titled “The Adventures of
Dynamic Doolittle Episode I – “The Problem with Paulie
Python.”  This book introduces additional characters and has
Doolittle taking on “super powers” (i.e. speed and strength). This book
addresses the concept of sharing.
  ·  Book 3 -
titled “Doolittle’s Very, Very
Bad Day”addresses Doolittle’s negative attitude regarding doing
home-work.
 
 We have self published the initial
three books with an initial run of 250 copies which are being utilized in
exploring various distribution avenues.
   Page
3
 Business of
Issuer
 
 The focal point and main character of
our books is “Doolittle” which was created to target toddlers and young
children. The character of Doolittle is portrayed as a charismatic, rough ‘n
tough little Gorilla who is a bit mischievous, has more than a little
“attitude,” but is also cool and cuddly. Doolittle has been developed to be an
all-round good guy, roll model and inspiration that will befriend, teach and
capture the imagination of kids by excelling at sports, seeking adventure and
enjoying things that are popular with children.
 
 While there is no requirement for
Doolittle to be a “family values” character, good citizenship, decency and
manners are an underpinning we have instilled in the stories and assets
developed to date.   Our vision is to position Doolittle, along
with his sidekicks, “Ajax” and “R-Dub” in various situations that evoke a need
for children to make positive decisions.  The story lines are designed
to promote tolerant messages while keeping children engaged and
entertained.  Our goal is to teach and entertain kids with Doolittle
as a positive role model. We believe that our books, three of which have been
completed, along with additional education and entertainment products, which we
may choose to produce, such as workbooks, coloring books and puzzles, have and
will be developed in such a way that will complement and compete with the
existing industry.  With the success of competitor company characters
and products, we believe that we can create a successful niche for Doolittle
along with subsequent characters.
 We will
endeavor to make Doolittle (and subsequent characters) a household name for
children and families. To obtain this goal we have various options to expand its
presence by licensing the character to one or more companies to produce,
distribute, market and retail the books and products  to the mass
market through highly visible and available channels including retailing, the
internet, software games, publishing and all visual media markets. Although no
significant relationships exist and no substantial relationships have been
formed at this time we intend to pursue such opportunities as they present
themselves.
 
 Principal Products or
Services and Their Markets.
 
 We have
completed and self published our initial three children’s books as well as
various articles of clothing and toys, such as T-shirts, sweat shirts, super
balls and stickers to develop and raise consumer awareness for the Doolittle
character.
 
 We have
also completed character treatments (i.e an outline summary) and themes for
books 4 and 5 and at such time as we deem appropriate, based on the interest in,
and feedback for, our initial books, we will continue the further development of
these books. The goal will be to continually develop and produce quality books
geared towards children with the lessons conveyed through a recognizable and
respected character. Future products for character and name branding could
include plush toys (stuff animals), coloring books, puzzles, playground balls,
games and interactive software.
 
 Market Analysis - Doolittle’s
Niche
 
 Doolittle
is focused on the young children’s market specifically ages 3-10 years. We
believe we can develop a specialty niche with Doolittle in this market. As we
develop our brand name, we envision aligning our Doolittle character with
schools and pee-wee and junior league sport clubs to promote and support sports
activities. This will allow us to expand our brand name (i.e. character) loyalty
directly to the family and social infrastructure of society.
 
 Distribution Methods of the
Products or Services.
 
 Publishing
 
 We are exploring the possibility of
traditional publishing for the first three books. Traditional publishing is
often difficult and time consuming to find a publisher willing to take on a new
book line. If traditional publishing does not prove successful, we will continue
to self-publish our books and seek to negotiate a distribution agreement with
one or more book distribution sources.  While having a publisher to
promote and market the Company’s books would be the preferred method to achieve
quicker market penetration, we believe that self publication and distribution
through the various available distribution sources would be a viable alternative
to traditional publishing and would allow us to retain total control of the
product from inception through distribution.
   Page
4
 
 Internet
 
 Due to
the popularity of the internet, businesses must utilize the World Wide Web to
promote market and sell products and services to consumers. We see great
opportunities to build our brand name through a website and have secured the
website address www.doolittleedutainment.com which is under development. We
intend to develop the website as a dynamic and interactive website designed for
kids but also informative for parents, consumers and retailers.  We
intend that the completed version of the website will consist of information
about the Company, the stories of “Doolittle” and will include games and a
sports and adventures section that will be interactive, informative and
entertaining for kids. Pending sufficient funding and capital resources, we will
seek to establish and develop “Club Doolittle” as part of our website. We intent
is to utilize Club Doolittle to build a customer data base by allowing customers
to sign-up for free drawings to win books and other products.
 
 The web
site will showcase our products to consumers and will provide an online
catalogue allowing the consumer to purchase our books, and other products via
the internet. Customers will be able to access our product brochure online which
will feature all designs, colors, options, sizing charts, inventory availability
and closeout specials. We envision that the website will be continually upgraded
and modified by adding content that will make the visitor’s experience as user
friendly, informative and entertaining as possible.
 
 We view
our website as an important tool for building and marketing our brand name. At
this time the website is still in the development stages and no specific date
has been identified for the official launch of
www.doolittleedutainment.com.
 
 Licensing
 
 We plan
to focus on the potential for licensing of our intellectual property, namely the
Doolittle character and illustrations depicting Doolittle in various sporting
activities. This direction, if successful, would allow us to realize quicker
market penetration, growth and revenue.  We believe that our main
character Doolittle and his two friends Ajax and R-Dub along with our books,
apparel line and other accessory items have been developed to the point that we
have viable marketable properties for licensing.
 
 Status of any Publicly
Announced New Product or Services.
 
 As of the
date of this report there are no new products or services for which the company
has publicly announced the release date. As set forth herein, we have completed
and published Books 1, 2 and 3, and have completed the character treatment for
two potential future books.
 
 Competitive Business
Conditions.
 
 Our
products are in direct competition with many different companies in this highly
competitive industry. Many of these companies have substantial current assets
and cash reserves and include companies such as Disney, Warner Brothers, and
Nickelodeon among numerous others. This industry is highly competitive and it
takes time and capital to develop the concept of a character and bring it to the
marketplace. Since diverse distribution channels are available, we believe that
we can be successful in bringing our character representation to the
marketplace.
 
 Sources and Availability of
Raw Materials.
 
 We do not
utilize any specialized raw materials. All necessary required materials, if any,
are readily available. The Company is not aware of any existing or future
problem that will materially affect the source and availability of any materials
which would be required by the Company.
 
 Dependence on One or a Few
Major Customers.
 
 We do not
currently have any identifiable customers. We believe that the diversity of the
various avenues for the sale and distribution of our books and products offered
will alleviate the dependence on any customer. Through the widespread use of our
books and products in multimedia, electronic commerce, publishing, Internet and
other developing industries, we will seek to develop a wide base of customers.
    
 Patents, trademarks,
licenses, franchises, concessions, royalty agreements or labor
contracts.
 
 We own
intellectual property rights including copyright and trademarks which are
encompassed in our books and proposed product line. Through our wholly-owned
subsidiary Doolittle Edutainment Corp. we received trademark and copyright
registration for the following:
 
 Trademarks:
 
 MARK
              REG.
      NO
              CLASS
              REG.
      DATE
              OWNER
      OF RECORD
              JURISDICTIONDoolittle
              2,545,806
              25
              March
      12, 2002
              Doolittle
      Edutainment Corp.
              United
      StatesDoolittle
              3,323,801
              16
      and 28
              October
      30, 2007
              Doolittle
      Edutainment Corp.
              United
      States
 
 We previous held the trademark for
Doolittle Duds registered in the International class 25 which consists of
clothing, shirts, T-shirts, sweat shirts and hats, which was granted and
approved on July 4, 2000. In 2007 we ceased using the trademark “Doolittle Duds”
and therefore chose not to file an affidavit of continued use under Section 8,
whereupon the Doolittle Duds trademark was deemed abandon.
 
 Copyrights:
 
 TITLE
              REG.
      NO.
              DATE
      OF
                REGISTRATIONDoolittle
      Classics: Vol. 1
              VAU-419-090
              December
      12, 1997Doolittle
      Classics: Vol. 2
              VAU-476-300
              October
      28, 1999The
      Story of Doolittle: An Exceptional Young Gorilla
              TXU-950-710
              May
      3, 2000The
      Adventures of Dynamic Doolittle: Episode 1, The Problem with Paulie
      Python
              TXU-980-865
              October
      30, 2000Doolittle’s
      Very, Very Bad Day
              TXU-1-036-883
              May
      22, 2001Illustrations
      for Book 1
                The
      Story of Doolittle, an Exceptional Young Gorilla
              VAU-730-773
              January
      22, 2007Illustrations
      for Book 2
                The
      Adventures of Dynamic Doolittle - Episode 1 “The Problem with Paulie
      Python”
              VAU-730-772
              January
      22, 2007Illustrations
      for Book 3
                Doolittle’s
      Very, Very Bad Day
              VAU-730-774
              January
      22, 2007Completed
      Book 1  - The Story of Doolittle, an Exceptional Young
      Gorilla
              Pending
              Filed
      January 26, 2008Completed
      Book 2 - The Adventures of Dynamic Doolittle - Episode 1 “The Problem with
      Paulie Python”
              Pending
              Filed
      January 26, 2008Completed
      Book 3 –
                Doolittle’s
      Very, Very Bad Day
              Pending
              Filed
      January 26, 2008
 
 
 Licenses and Royalty
Agreements.
 
 Under the terms of that certain
Restated Independent Contractor Agreement between our subsidiary, Doolittle
Edutainment Corp. and James Wojtak dated February 18, 2000 (the ‘Wojtak
Agreement”), we have agreed to pay the following royalties to Mr.
Wojtak:
 
 (i)           Level 1
Royalties.  With regard to each Form of Work as defined in that
Wojtak Agreement, upon our recovery of (x) certain advances, (y) our costs of
illustration and layout and (z) our cost of printing, Mr. Wojtak shall be paid a
royalty percentage equal to fifteen percent (15.0%) of the total gross revenue
received by us from the sale of the Forms of Work, (excluding shipping costs and
sales tax), on each unit sold up to ten thousand units (10,000) of any and all
Forms of Work as defined in that Wojtak Agreement, through any and all trade
channels both foreign and domestic.
    
  (ii)           Level 2
Royalties.  After we have recovered (x) certain advances, (y)
our costs of illustration and layout and (z) our cost of
printing,  and upon unit sales reaching 10,000, Mr. Wojtak shall be
paid a royalty equal to eighteen percent (18.0%) of the total gross revenue
received by us from the sale of the Forms of Work, (excluding shipping costs and
sales tax), on each unit sold in excess of ten thousand units (10,000) of any
and all Forms of Work as defined in that Wojtak Agreement, through any and all
trade channels both foreign and domestic.
 
 (iii)           Level 3
Royalties.  After we have recovered (x) certain advances, (y)
our costs of illustration and layout and (z) our cost of printing, and upon unit
sales reaching 15,000, Mr. Wojtak shall be paid a royalty equal to twenty
percent (20.0%) of the total gross revenue received by us from the sale of the
Forms of Work, (excluding shipping costs and sales tax), on each unit sold in
excess of fifteen thousand units (15,000) of any and all Forms of Work as
defined in that Wojtak Agreement, through any and all trade channels both
foreign and domestic.
 
 (iv) 
         Licensing Agreements.   If we enter into
any licensing agreement with any or all of the Forms of Work as defined in that
Wojtak Agreement, Mr. Wojtak shall be paid ten percent (10%) of the total gross
revenue received by us from the licensee.  Units of Forms of Work as
defined in that Wojtak Agreement sold through any licensing agreement are valid
toward fulfillment of each Royalty Level set forth above.
 
 WebSite
 
 Doolittle
Edutainment Corp., owns the domain names www.doolittleedutainment.com,
www.doolittleduds.com and www.dynamicdoolittle.com and may obtain and utilize
additional websites to market the Company’s books and products.
 
 Need for any Government
Approval of Principal Products or Services.
 
 At this
time we do not require the approval of any federal, state or local agency with
regard to any of our products or services.
 
 Effect of Existing or
Probable Governmental Regulations on the Business;
 
 We are
subject to Regulation 14A of the Securities Exchange Act of 1934, as amended
(the “1934 Act”), which regulates proxy solicitations. Section 14(a) requires
all companies with securities registered pursuant to Section 12(g) thereof to
comply with the rules and regulations of the Commission regarding proxy
solicitations, as outlined in Regulation 14A. Matters submitted to stockholders
at a special or annual meeting thereof or pursuant to a written consent will
require us to provide its stockholders with the information outlined in
Schedules 14A or 14C of Regulation 14; preliminary copies of this information
must be submitted to the Commission at least 10 days prior to the date that
definitive copies of this information are forwarded to
stockholders.
 
 We are
also required to file annual reports on Form 10-KSB and quarterly reports on
Form 10-QSB with the Commission on a regular basis, and will be required to
timely disclose certain events (e.g., changes in corporate control; acquisitions
or dispositions of a significant amount of assets other than in the ordinary
course of business; and bankruptcy) in a Current Report on Form
8-K.
 
 We
believe that these reporting obligations will increase our annual legal and
accounting costs.
 
 We not
aware of any other governmental regulations now in existence or that may arise
in the future that would have an effect on the business of the
Company.
   Page
7
 Research and Development
Costs.
 
 We did
not make any expenditure on research and development activities during the last
two fiscal years, 2007 and 2006.
 
 Cost of Compliance with
Environmental Laws.
 
 At this
time our business activities are not subject to any environmental laws or
governmental regulation nor do we anticipate that our future business activities
will subject us to any environmental compliance regulations.
 
 Employees.
 
 As of the
date of this Annual Report other than George G, Chachas, our sole director and
executive officer, we have no other employees.  We do not expect
significant changes in the number of people we employ over the next twelve
months.  We plan to hire additional staff, on an as needed
basis.
 
 
 RISKS FACTORS ASSOCIATED
WITH OUR BUSINESS
 
 In
addition to the other information in this report, the following risks should be
considered carefully in evaluating our business and prospects:
 
 There
may be conflicts of interest between our management and the
company.
  Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of the Company. A conflict of interest may arise
between the Company’s management’s personal pecuniary interest and their
fiduciary duty to our stockholders.
 
 We
have no officer, director, or employee with any formal book publishing or market
education or training and will continue to rely on the outside
consultants  whose interests may not always be aligned with
ours.
  We have
no officer, director, or employee with book publication, licensing or marketing
training or experience.  This increases our dependence on outside
consultants we may engage from time to time. The quality of such outside
consultants and the services which they provide may be influenced by the
Company’s financial condition and ability in retaining high equality
consultants.
 
 We
have limited internal controls due to our small size and limited number of
people, which may keep us from preventing or detecting waste or
fraud.
  We
currently have only one director and one officer, so we rely on computer and
manual systems without independent officers and employees to implement full,
formal, internal control systems. Accordingly, we do not have separate personnel
that provide dual signatures on checks, separate accounts receivable and cash
receipts, accounts payable and check writing, or other functions that frequently
are divided among several individuals as a method of reducing the likelihood of
improper activity. This reliance on a few individuals and the lack of
comprehensive internal control systems may impair our ability to detect and
prevent internal waste and fraud.
  We
will need additional capital, which we may seek through additional financing or
the sale of equity securities.
  We will
need additional funds to cover expenditures in the completion, publications and
marketing of our books and products. We will fund any additional amounts
required for such expenditures through additional debt financing or the sale of
additional equity securities, which would reduce the percentage interest in our
Company held by existing stockholders and may dilute the economic interest of
existing stockholders. Our board of directors can authorize the sale of
additional equity securities without stockholder consent.
   Page
8
 
 We
may not be able to obtain additional financing.
  There can
be no assurance that any proceeds we receive from additional debt or equity
financing will satisfy our capital needs. We may require additional capital to
address unanticipated expenses. There is no assurance that additional financing
will be available when needed on terms favorable to us or at all. The
unavailability of adequate financing on acceptable terms could have a material
adverse effect on our financial condition and on our continued
operation.
 
 Our
officers and directors will continue to control us in the foreseeable future and
they may take actions that are not in the best interests of our other
stockholders.
  George G.
Chachas, the President, CEO, CFO, Secretary and a director, and Gregory J.
Chachas, a former director who resigned effective December 31, 2007,
collectively beneficially own approximately 65.69% of our common stock. See
“Security Ownership of Certain Beneficial Owners and
Management.”  Accordingly, by virtue of their ownership of shares, the
stockholders referred to above acting together may effectively have the ability
to influence significant corporate actions. Such actions include the election of
our directors and the approval or disapproval of fundamental corporate
transactions, including mergers, the sale of all or substantially all of our
assets, liquidation, and the adoption or amendment of provisions in our articles
of incorporation and bylaws. Such actions could delay or prevent a change in our
control. See “Security Ownership of Certain Beneficial Owners and Management”
and “Description of Securities.”
 
 If
we fail to predict consumer preferences and trends accurately, develop and
introduce new books and products rapidly or enhance and extend our existing core
products, our sales will suffer.
 
 The
introduction of new books and products and the enhancement and extension of
existing products, through the introduction of additional content or by other
means, are critical to our future sales growth. The successful development of
new books, products and the enhancement and extension of our current products
will require us to anticipate the needs and preferences of consumers and
educators and to forecast market trends accurately. Consumer preferences, and
particularly children’s preferences, are continuously changing and are difficult
to predict. The development of learning products requires high levels of
innovation and this process can be lengthy and costly. To remain competitive, we
must continue to develop enhancements of our existing character base
successfully. We cannot assure you that future products will be introduced or,
if introduced, will be successful. The failure to enhance and extend our
existing products or to develop and introduce new books and products that
achieve and sustain market acceptance and produce acceptable margins would harm
our business and operating results.
 
 Our
limited operating history makes it difficult to evaluate our current business
and prospects.
 
 We have a
limited operating history for you or our management to use in evaluating our
business and prospects, particularly with regard to our books and product
acceptance by consumers. To date, we have recognized no sales from our books or
product and any sales from these operations may not meet our expectations or
those of analysts or investors. When making an investment decision regarding our
common stock, you must consider our business and prospects in light of the risks
and difficulties typically encountered by companies in their early stages of
development.
 
 If
our products infringe or allege to infringe on the intellectual property rights
of others It could lead to costly disputes or disruptions.
 
 In the
course of our business, we may periodically receive claims of infringement or
otherwise become aware of potentially relevant copyrights, trademarks or other
intellectual property rights held by other parties. Upon receipt of this type of
communication, we will evaluate the validity and applicability of allegations of
infringement of intellectual property rights to determine whether we must
negotiate licenses or cross-licenses to incorporate or use the proprietary
copyrights or trademarks or other proprietary matters in or on our products. Any
dispute or litigation regarding copyrights, trademarks or other intellectual
property rights, regardless of its outcome, may be costly and time-consuming,
and may divert our management and key personnel from our business operations. If
we, our potential distributors or our manufacturers are adjudged to be
infringing the intellectual property rights of any third party, we or they may
be required to obtain a license to use those rights, which may not be obtainable
on reasonable terms, if at all. And, we may incur costs in revising certain
books or products so as to not infringe on others rights. We also may be subject
to significant damages or injunctions against the development and sale of some
or all of our products or against the use of a trademark in the sale of some or
all of our products.  We do not have insurance to cover any such claim
of this type and may not have sufficient resources to defend an infringement
action.
    
 If
we are unable to compete effectively with existing or new competitors, our sales
and market share could be affected.
 
 We
anticipate that we will compete primarily in the preschool category of the U.S.
book and toy industry and, to some degree, in the overall U.S. and international
book and toy industry. Each of these markets is very competitive and we expect
competition to increase in the future. We believe that we will compete in the
future, with makers of popular cartoons, children’s books and other educational
products. Accordingly, many of our direct, indirect and potential competitors
have significantly longer operating histories, greater brand recognition and
substantially greater financial, technical and marketing resources than we do.
These competitors may be able to respond more rapidly than we can to changes in
consumer preferences. They may also devote greater resources to the development,
promotion and sale of their products than we are able to. We cannot assure you
that we will be able to compete effectively in our markets. See “Business --
Competition” for a discussion of the companies with which we believe we compete
as well as the principal competitive factors in our markets.
 
 We
do not have long-term agreements with manufacturers and suppliers.
 
 As a
development stage company we presently order our products on a purchase order
basis from manufacturers and suppliers, and we do not have long-term
manufacturing agreements with any of them. The absence of long-term agreements
means that, with little or no notice, our manufacturers and suppliers could
refuse to manufacture some or all of our products, reduce the number of units of
a product that they will manufacture or change the terms under which they
manufacture our products. If our manufacturers and suppliers stop manufacturing
our products, we may be unable to find alternative manufacturers or suppliers on
a timely or cost-effective basis, if at all, which would harm our operating
results. In addition, if any of our manufacturers or suppliers changes the terms
under which they manufacture for us, our costs could increase and our
profitability would suffer.
 
 If
we cannot attract, retain, motivate and integrate additional skilled personnel,
our ability to compete will be impaired.
 
 Many of
our current and potential competitors have employees and we do not. Our success
depends in large part on our ability to attract, retain and motivate highly
qualified management and technical personnel. We face intense competition for
qualified personnel. The industry in which we compete has a high level of
employee mobility and aggressive recruiting of skilled personnel. If we are
unable to continue to employ our key personnel or to attract and retain
qualified personnel in the future, our ability to successfully execute our
business plan will be jeopardized and our growth will be inhibited.
 
 Because
our officers and directors are indemnified against certain losses, we may be
exposed to costs associated with litigation.
 
 If our
directors or officers become exposed to liabilities invoking the indemnification
provisions, we could be exposed to additional un-reimbursable costs, including
legal fees. Our Articles of Incorporation, provide that our directors and
officers will not be liable to us or to any shareholder and will be indemnified
and held harmless for any consequences of any act or omission by the directors
and officers unless the act or omission constitutes gross negligence or willful
misconduct. Extended or protracted litigation could have a material adverse
effect on our cash flow.
  Our
stock price may be volatile.
 
 The
market price of our common stock will likely fluctuate significantly in response
to the following factors, some of which are beyond our control: variations in
our quarterly operating results; changes in financial estimates of our revenues
and operating results by securities analysts; changes in market valuations of
travel companies; announcements by us of significant contracts, acquisitions,
strategic partnerships, joint ventures or capital commitments; additions or
departures of key personnel; future sales of our common stock; stock market
price and volume fluctuations attributable to inconsistent trading volume levels
of our stock; commencement of or involvement in litigation.
    
 Authorization
of Preferred Stock.
  Our
Articles of Incorporation authorizes the issuance of up to 25,000,000 shares of
preferred stock with designations, rights and preferences determined from time
to time by its Board of Directors. Accordingly, our Board of Directors is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting, or other rights which could adversely affect
the voting power or other rights of the holders of the common
stock.  The preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although we have no present intention to issue any
shares of our authorized preferred stock, there can be no assurance that the
Company will not do so in the future.
  If
we are subject to SEC regulations relating to low-priced stocks, the market for
our common stock could be adversely affected.
 
 The
Securities and Exchange Commission has adopted regulations concerning low-priced
(or “penny”) stocks. The regulations generally define “penny stock” to be any
equity security that has a market price less than $5.00 per share, subject to
certain exceptions. Our stock will be classified as a penny stock.
 
 The penny
stock regulations require that broker-dealers, who recommend penny stocks to
persons other than institutional accredited investors make a special suitability
determination for the purchaser, receive the purchaser’s written agreement to
the transaction prior to the sale and provide the purchaser with risk disclosure
documents that identify risks associated with investing in penny stocks.
Furthermore, the broker-dealer must obtain a signed and dated acknowledgment
from the purchaser demonstrating that the purchaser has actually received the
required risk disclosure document before effecting a transaction in penny stock.
These requirements have historically resulted in reducing the level of trading
activity in securities that become subject to the penny stock
rules.
 
 The
additional burdens imposed upon broker-dealers by these penny stock requirements
may discourage broker-dealers from effecting transactions in the common stock,
which could severely limit the market liquidity of our common stock and our
shareholders’ ability to sell our common stock in the secondary
market.
 
 Recent
legislation addressing corporate and auditing scandals may result in increased
costs of compliance.
 
 An
immediate and specific risk relates to the our ability to achieve and maintain
effective internal controls in accordance with Section 404 of the Sarbanes-Oxley
Act the failure of which could lead to loss of investor confidence in our
reported financial information. Pursuant to Section 404 of the Sarbanes-Oxley
Act of 2002, beginning with this Annual Report for the fiscal year ending
December 31, 2007, we will be required to furnish a report by our management on
our internal control over financial reporting.  If we cannot provide
reliable financial reports or prevent fraud, then our business and operating
results could be harmed, investors could lose confidence in our reported
financial information, and the trading price of our stock could drop
significantly.   In order to achieve compliance with Section 404
of the Act within the prescribed period, we will need to engage in a process to
document and evaluate our internal control over financial reporting, which will
be both costly and challenging.  In this regard, management will need to
dedicate internal resources, engage outside consultants and adopt a detailed
work plan.
   Page
11
 
 ITEM 2. DESCRIPTION OF
PROPERTY.
 
 Our
corporate headquarters address at 2445 Fifth Avenue, Suite 440, San Diego, CA
92101is the business office address of our President, George G. Chachas, which
office space is provided at no cost. The property is generic office space that
meets the Company’s executive and administrative requirements.
 
 ITEM 3. 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 4. SUBMISSION OF MATTERS
TO A VOTE OF THE SECURITY HOLDERS.
 
 During
the fourth quarter of 2007, there were no matters submitted to a vote of the
stockholders.
  PART II.
 
 ITEM 5. MARKET FOR COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.
 
 Market
Information
 
 Our
common stock is been traded on Pink Sheets under the symbol
“AROS.”  The following table sets forth, in U.S. dollars the high and
low bid prices for each of the calendar quarters indicated, as reported by the
Pink Sheets.  The prices in the table may not represent actual
transactions and do not include retail markups, markdowns or
commissions.
 
 Company Common Stock
                Bid
      PricesHigh
              
              
              Low2007Quarter
      ended December 31
              
              $
              0.10
              
              
              $
              0.05Quarter
      ended September 30
              
              
              0.10
              
              
              
              0.05Quarter
      ended June 30
              
              
              0.10
              
              
              
              0.05Quarter
      ended March 31
              
              
              0.20
              
              
              
              0.102006Quarter
      ended December 31
              
              $
              0.08
              
              
              $
              0.05Quarter
      ended September 30
              
              
              0.08
              
              
              
              0.05Quarter
      ended June 30
              
              
              0.08
              
              
              
              0.05Quarter
      ended March 31
              
              
              0.10
              
              
              
              0.05
  On March
21, 2008, the last bid and ask of our common stock as reported on the Pink
Sheets was $0.05 and $0.20, respectively.
   Page
12
 
 Holders of Our Common
Stock
  As
of March 21, 2008, we had 39 stockholders of record based on information
provided by our transfer agent.
  Dividends
 
 We have not declared or paid cash
dividends on our common stock since our inception. We intend to retain all
future earnings, if any, to fund the operation of our business, and, therefore,
do not anticipate paying dividends in the foreseeable future. Future cash
dividends, if any, will be determined by our board of directors.
  There are
no restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
declaring dividends where, after giving effect to the distribution of the
dividend:
  1.           We
would not be able to pay our debts as they become due in the usual course of
business; or
  2.           Our
total assets would be less than the sum of our total liabilities plus the amount
that would be needed to satisfy the rights of shareholders who have preferential
rights superior to those receiving the distribution.
  Securities Authorized for
Issuance Under Equity Compensation Plans
  The
following table sets forth information as of December 31, 2007, with respect to
our equity compensation plans previously approved by stockholders and equity
compensation plans not previously approved by stockholders.
  Equity Compensation Plan InformationPlan Category
              
              Number of securities to
                be issued upon exercise
                of outstanding options,
                warrants and rights
              
              Weighted average
                exercise price of
                outstanding options,
                warrants and rights
              
              Number of securities
                remaining available for
                future issuance under
                equity compensation
                plans (excluding
                securities reflected in
                column (a))(a)
              
              (b)
              
              (c)Equity
      compensation plans approved by stockholders
              
              100,000
              
              $
              0.25
              
              4,900,000Equity
      compensation plans not approved by stockholders
              
              0
              
              0
              
              0Total
              
              100,000
                ==================
              
              $
              0.25
                ===============
              
              4,900,000
                =================
 
 Issuer Purchases of Equity
Securities
  There
were no stock repurchases during the fourth quarter of 2007.
   Page
13
 Recent Sales of Unregistered
Securities
  On
December 11, 2007, we issued 50,000 restricted shares of common stock at a price
of $0.05 per share in consideration of legal services provided to the Company by
Wade D. Huettel valued at $2,500. No underwriters were used. The securities were
sold pursuant to an exemption from registration provided by Section 4(2) of the
Securities Act of 1933. Mr. Huettel is an attorney with the firm of Chachas
Law Group P.C. of which the Company’s founder, principal shareholder and
President is the owner. Mr. Huettel was intimately acquainted with the our
business plan and proposed activities at the time of issuance, is an accredited
investor and possessed information on the Company necessary to make an informed
investment decision. The certificate representing the shares contained a
restricted legend.
 
 Also on
December 11, 2007, we issued 50,000 restricted shares of common stock at a price
of $0.05 per share in consideration of legal services provided to the Company by
Stephen D. Lipkin valued at $2,500. No underwriters were used. The securities
were sold pursuant to an exemption from registration provided by Section 4(2) of
the Securities Act of 1933.  Mr. Lipkin is an accredited
investor, has a preexisting business relationship with the Company’s founder,
principal shareholder and President, and possessed information on the Company
necessary to make an informed investment decision. The certificate representing
the shares contained a restricted legend.
 
 On
December 28, 2007, we issued 91,500 shares of common stock to George G. Chachas,
an officer and director, at a price of $0.05 per share, in consideration for his
conversion of $4,575 in principal and unpaid accrued interest owed by us to Mr.
Chachas, the President and CEO and principal shareholder of the Company. No
underwriters were used and no commissions or discounts were
involved.  We issued these shares in reliance on the exemption from
registration provided in Section 4(2) of the Securities Act as transactions
not involving any public offering.
 
 ITEM 6. MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
 
 A.           Management’s
Plan of Operation
  The following discussion of our
financial condition, changes in financial condition and results of operations
for the year ended December 31, 2007 should be read in conjunction with our
audited consolidated financial statements and related notes for the year ended
December 31, 2007.
  Our
Plan of Operations
  Our wholly-owned subsidiary, Doolittle
Edutainment, which holds all intellectual property for the Company, is engaged
in the children’s education and entertainment market. With the completion and
initial publication and printing of our first three book titles we will seek to
solidify a traditional publishing relationship while at the same time continuing
to self-publish our books and seek to negotiate a distribution agreement with
one or more book distribution sources.  We further plan continue to
utilize our intellectual property to entertain and educate children through
various avenues focused around our main character, “Doolittle” and further the
development of additional books and exploitation of our intellectual property
rights through licensing, branding or any other acceptable manner.
 
 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 December 31, 2007, we
recorded no revenue. Additionally, there were no revenues for the fiscal year
ended December 31, 2006.  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.
  Page
14
 Our plan of operations for the next
twelve months is to complete, subject to our achieving the necessary financing,
are as follows:
 
 1.           We
plan to carry out our sales and marketing efforts and seek to negotiate and
facilitate a publishing contract for the publication of Book 1, 2 and 3 or
pursue self publication through Bookmaster and distribution through one or more
online and store-front distribution channels.  We anticipate spending
approximately $10,000 over the next twelve months for the printing of additional
copies of Books 1, 2 and 3.
 
 2.           We
anticipate spending approximately $15,000 over the next twelve months on the
development of Books 4 and possibly Book 5.
 
 3.           We
anticipate spending approximately $25,000 in complying with our obligations as a
reporting company under the Securities Exchange Act of 1934. These expenses will
consist primarily of professional fees relating to the preparation of our
financial statements and completing our annual report, quarterly report, current
report and proxy statement filings with the SEC.
 
 During
the twelve month period following the date of this annual report, we anticipate
that we will not generate revenues to cover our operating costs. We anticipate
based on our current cash and working capital and our planned expenses that we
will be able to continue our plan of operations for three more months without
additional financing. We believe that we will require substantial additional
financing in order to print additional copies of our books to effectively
commercial market our books in order to earn revenues that exceed our operating
expenses.  We believe that debt financing from third parties will not
be an alternative for funding of our planned activities as we do not have
tangible assets to secure any debt financing. We anticipate that additional
funding will be in the form of debt financing from our principal shareholder and
executive officer or equity financing from the sale of our common stock or sales
of convertible promissory notes that are convertible into shares of our common
stock. If we do not obtain the necessary additional financing, we will be forced
to scale back our plan of operations and our business activities.
 
 Our total
operating expenses for the period from September 25, 1996, (inception) to
December 31, 2007 were $376,804, of which approximately 46% were general and
administrative. Our current monthly operating expenses average less than $5,000
exclusive of management’s salaries, which are deferred until we begin selling
our books.  The following table quantifies the components that
comprise our operating expenses for this period:
 
 DESCRIPTION                                                   
  AMOUNT
 Legal and
Professional
Fees                                
 $  204,222
 Other
General and
Administrative                       
    172,582
 Wages and
Salaries                                                            
  0
 Taxes                                                                           
           
0
 Total
General and Administrative Expenses    $
376,804
 
 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
 
 For
the year ended December 31, 2007 compared to the year ended December 31,
2006.
 
 As of September 25, 1996, (inception)
to December 31, 2007, we have generated only minimal revenue.  We
earned no revenues during the twelve month period ended December 31, 2007 and no
revenues for the twelve months ended December 31, 2006.  As a
development stage company, our revenue is expected to be derived from the sale
of our Doolittle products.
 
 Operating expenses for the twelve
months ended December 31, 2007 totaled $50,056, resulting in an increase of
approximately 18 percent from the comparable period of 2006.  This
increase resulted primarily from a 72% increase in general and administrative
expenses, slightly offset by a five percent  decrease in legal and
professional fees during the current period.
   
 
 We incurred a net loss of $56,834
during the twelve month period ended December 31, 2007, resulting in an
increased loss of approximately 24 percent from the comparable period of
2006.  Basic net loss per share was $(0.01) for the twelve month
period ended December 31, 2007, representing no change from the comparable
period of 2006.
 
 Liquidity
and Capital Resources
 
 As of December 31, 2007, we had a
negative working capital of $148,207 compared to a negative working capital of
$94,975at December 31, 2006. The change in working capital resulted primarily
from our operating losses.
 
 During the twelve months ended December
31, 2007 we experienced negative cash flow of $15,505 from operating activities,
and had negative cash flows from investing activities of $10,975.  We
met our cash requirements during this period through debt financing, realizing a
cash inflow from shareholder loans in the amount of $23,050.
  
  
 ITEM 7. FINANCIAL
STATEMENTS.
 
 
 
 ANOTEROS,
INC.
 (A
Development Stage Company)
 
 CONSOLIDATED
FINANCIAL STATEMENTS
 
 December
31, 2007
 
 
 C
O N T E N T S
 
 
 Report of
Independent Registered Public Accounting
Firm                                                                                                 18
 
 Consolidated
Balance
Sheet                                                                                                                                                   
   19
 
 Consolidated
Statements of
Operations                                                                                                                                   20
 
 Consolidated
Statements of Stockholders’ Equity
(Deficit)                                                             
                                   
21
 
 Consolidated
Statements of Cash
Flows                                                                                                                                 
25
 
 Notes to the
Consolidated Financial
Statements                                                                                                                    27
   Page
17
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Stockholders of
 Anoteros,
Inc. and Subsidiary
 (A
Development Stage Company)
 San
Diego, California
 
 We have
audited the accompanying consolidated balance sheet of Anoteros, Inc. and
Subsidiary (a development stage company) as of December 31, 2007 and the related
consolidated statements of operations, stockholders’ equity (deficit), and cash
flows for the years ended December 31, 2007 and 2006 and from inception of the
development stage on September 25, 1996 through December 31,
2007.  These consolidated financial statements are the responsibility
of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall consolidated financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial positions of Anoteros, Inc.
and Subsidiary (a development stage company) as of December 31, 2007 and the
results of their operations and their cash flows for the years ended December
31, 2007 and 2006 and from inception of the development stage on September 25,
1996 through December 31, 2007 in conformity with U.S. generally accepted
accounting principles.
 
 We were
not engaged to examine management's assertion about the effectiveness of
Anoteros, Inc. and Subsidiary’s (a development stage company) internal control
over financial reporting as of December 31, 2007 included in Management’s Annual
Report on Internal Control Over Financial Reporting and, accordingly, we do not
express an opinion thereon.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As
discussed in Note 2 to the consolidated financial statements, the Company does
not have significant operations to date and has a net capital deficiency that
raise substantial doubt about its ability to continue as a going concern.Management’s plans in regard to these matters are also described in Note
2.  The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 
 
 HJ
Associates & Consultants, LLP
 Salt Lake
City, Utah
 March 21,
2008
 Page
18
 
 ANOTEROS,
      INC.(A
      Development Stage Company)Consolidated
      Balance SheetASSETSDecember
      31,2007CURRENT
      ASSETSCash
                
                
                
                
                $
                1,048Total
      Current Assets
                
                
                
                1,048OTHER
      ASSETSArtwork
                
                
                
                
                31,415Total
      Other Assets
                
                
                
                31,415TOTAL
      ASSETS
                
                
                $
                32,463LIABILITIES AND
      STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
                
                
                $
                641Accounts
      payable and accrued expenses - related party
                
                31,241Notes
      payable - related party
                
                
                
                90,074Accrued
      interest payable - related party
                
                
                27,299Total
      Current Liabilities
                
                
                149,255TOTAL
      LIABILITIES
                
                
                
                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 issued andoutstanding
                
                
                
                
                6,979Additional
      paid-in capital
                
                
                
                260,206Deficit
      accumulated during the development stage
                
                
                (383,977)Total
      Stockholders' Equity (Deficit)
                
                
                (116,792)TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
      (DEFICIT)
                
                
                $
                32,463
 The
accompanying notes are an integral part of these consolidated financial
statements.
 Page 19
 
 
 ANOTEROS,
      INC.(A
      Development Stage Company)Consolidated
      Statements of OperationsFrom
      Inceptionof
      theDevelopment
      Stageon
      September 25,For
      the Years Ended
                
                
                1996
      throughDecember
      31,
                
                
                December
      31,2007
                
                
                2006
                
                
                2007REVENUES
                
                $
                -
                
                
                $
                -
                
                
                $
                867OPERATING
      EXPENSESLegal
      and professional
                
                
                28,712
                
                
                
                30,030
                
                
                
                204,222General
      and administrative
                
                
                21,344
                
                
                
                12,379
                
                
                
                172,582Total
      Operating Expenses
                
                
                50,056
                
                
                
                42,409
                
                
                
                376,804LOSS
      FROM OPERATIONS
                
                
                (50,056
                )
                
                
                (42,409
                )
                
                
                (375,937
                )OTHER
      EXPENSESInterest
      expense
                
                
                (6,778
                )
                
                
                (5,366
                )
                
                
                (29,557
                )Loss
      on disposal of fixed assets
                
                
                -
                
                
                
                -
                
                
                
                (250
                )Gain
      on sale of fixed assets (Note 5)
                
                
                -
                
                
                
                1,900
                
                
                
                1,767Gain
      on sale of intellectual property
                
                
                -
                
                
                
                -
                
                
                
                20,000Total
      Other Expenses
                
                
                (6,778
                )
                
                
                (3,466
                )
                
                
                (8,040
                )NET
      LOSS
                
                
                $
                (56,834
                )
                
                $
                (45,875
                )
                
                $
                (383,977
                )BASIC
      LOSS PER SHARE
                
                $
                (0.01
                )
                
                $
                (0.01
                )WEIGHTED
      AVERAGE NUMBER OFSHARES
      OUTSTANDING
                
                
                6,791,446
                
                
                
                6,340,822
 The accompanying notes are an
integral part of these consolidated financial statements.Page
20
 
 
 ANOTEROS,
      INC.(A
      Development Stage Company)Consolidated
      Statements of Stockholders' Equity (Deficit)DeficitAccumulatedAdditional
                
                
                During
      theCommon
      Stock
                
                
                Paid-In
                
                
                DevelopmentShares
                
                
                Amount
                
                
                Capital
                
                
                StageBalance
      at inception of the developmentstage
      on September 25, 1996
                
                
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Common
      stock issued for cashat
      $0.001 per share
                
                
                2,000,000
                
                
                
                2,000
                
                
                
                (165
                )
                
                
                -Net
      loss from inception of thedevelopment
      stage on September25,
      1996, through December 31, 1996
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (1,109
                )Balance,
      December 31, 1996
                
                
                2,000,000
                
                
                
                2,000
                
                
                
                (165
                )
                
                
                (1,109
                )Common
      stock issued for cashat
      $0.003 per share
                
                
                1,330,000
                
                
                
                1,330
                
                
                
                2,670
                
                
                
                -Common
      stock issued for artworkat
      0.05 per share
                
                
                5,000
                
                
                
                5
                
                
                
                245
                
                
                
                -Net
      income for the year endedDecember
      31, 1997
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (2,976
                )Balance,
      December 31, 1997
                
                
                3,335,000
                
                
                
                3,335
                
                
                
                2,750
                
                
                
                (4,085
                )Common
      stock issued on January 19, 1998for
      services rendered at $0.05 per share
                
                
                5,000
                
                
                
                5
                
                
                
                245
                
                
                
                -Common
      stock issued for cash onApril
      16, 1998 for $0.05 per share
                
                
                24,000
                
                
                
                24
                
                
                
                1,176
                
                
                
                -Common
      stock issued for cash onJune
      2, 1998 for $0.05 per share
                
                
                30,000
                
                
                
                30
                
                
                
                1,470
                
                
                
                -Common
      stock issued for cash onJuly
      21, 1998 for $0.05 per share
                
                
                10,000
                
                
                
                10
                
                
                
                490
                
                
                
                -Common
      stock issued on July 29, 1998for
      services rendered at $0.05 per share
                
                
                25,000
                
                
                
                25
                
                
                
                2,475
                
                
                
                -Common
      stock issued for cash onDecember
      7, 1998 for $0.05 per share
                
                
                20,000
                
                
                
                20
                
                
                
                980
                
                
                
                -Common
      stock issued for cash onDecember
      21, 1998 for $0.05 per share
                
                
                15,000
                
                
                
                15
                
                
                
                735
                
                
                
                -Net
      loss for the year endedDecember
      31, 1998
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (7,779
                )Balance,
      December 31, 1998
                
                
                3,464,000
                
                
                $
                3,464
                
                
                $
                10,321
                
                
                $
                (11,864
                )
 The accompanying notes are an
integral part of these consolidated financial statements.
  Page 21
 
 
 ANOTEROS,
      INC.(A
      Development Stage Company)Consolidated
      Statements of Stockholders' Equity (Deficit) (Continued)DeficitAccumulatedAdditional
                
                
                During
      theCommon
      Stock
                
                
                Paid-In
                
                
                DevelopmentShares
                
                
                Amount
                
                
                Capital
                
                
                StageBalance,
      December 31, 1998
                
                
                3,464,000
                
                
                $
                3,464
                
                
                $
                10,321
                
                
                $
                (11,864
                )Common
      stock issued for cash onFebruary
      16, 1999 for $0.05 per share
                
                
                5,000
                
                
                
                5
                
                
                
                245
                
                
                
                -Common
      stock issued for cash onMarch
      30, 1999 for $0.05 per share
                
                
                16,000
                
                
                
                16
                
                
                
                784
                
                
                
                -Common
      stock issued for cash onMay
      4, 1999 for $0.05 per share
                
                
                40,000
                
                
                
                40
                
                
                
                1,960
                
                
                
                -Common
      stock issued for cash onMay
      18, 1999 at $0.05 per share
                
                
                20,000
                
                
                
                20
                
                
                
                980
                
                
                
                -Common
      stock issued on May 18, 1999for
      services rendered at $0.05 per share
                
                
                200,000
                
                
                
                200
                
                
                
                9,800
                
                
                
                -Common
      stock issued for cash onAugust
      12, 1999 at $0.05 per share
                
                
                20,000
                
                
                
                20
                
                
                
                980
                
                
                
                -Common
      stock issued for cash onSeptember
      16, 1999 at $0.05 per share
                
                
                20,000
                
                
                
                20
                
                
                
                980
                
                
                
                -Common
      stock issued on September 16, 1999for
      services rendered at $0.05 per share
                
                
                120,000
                
                
                
                120
                
                
                
                5,880
                
                
                
                -Common
      stock issued for cash onSeptember
      21, 1999 at $0.05 per share
                
                
                40,000
                
                
                
                40
                
                
                
                1,960
                
                
                
                -Common
      stock issued for cash onOctober
      11, 1999 at $0.05 per share
                
                
                70,000
                
                
                
                70
                
                
                
                3,430
                
                
                
                -Common
      stock issued on October 11, 1999for
      services rendered at $0.05 per share
                
                
                470,000
                
                
                
                470
                
                
                
                23,030
                
                
                
                -Net
      loss for the year endedDecember
      31, 1999
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (58,531
                )Balance,
      December 31, 1999
                
                
                4,485,000
                
                
                
                4,485
                
                
                
                60,350
                
                
                
                (70,395
                )Common
      stock issued on February 18, 2000for
      services rendered at $0.05 per share
                
                
                10,000
                
                
                
                10
                
                
                
                490
                
                
                
                -Common
      stock issued on March 10, 2000for
      services rendered at $0.05 per share
                
                
                110,000
                
                
                
                110
                
                
                
                5,390
                
                
                
                -Net
      loss for the year endedDecember
      31, 2000
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (22,150
                )Balance,
      December 31, 2000
                
                
                4,605,000
                
                
                $
                4,605
                
                
                $
                66,230
                
                
                $
                (92,545
                )
 The accompanying notes are an
integral part of these consolidated financial statements.
 Page 22
 
 
 ANOTEROS,
      INC.(A
      Development Stage Company)Consolidated
      Statements of Stockholders' Equity (Deficit) (Continued)DeficitAccumulatedAdditional
                
                
                During
      theCommon
      Stock
                
                
                Paid-In
                
                
                DevelopmentShares
                
                
                Amount
                
                
                Capital
                
                
                StageBalance,
      December 31, 2000
                
                
                4,605,000
                
                
                $
                4,605
                
                
                $
                66,230
                
                
                $
                (92,545
                )Common
      stock issued on November 15, 2001for
      services rendered at $0.10 per share
                
                
                75,000
                
                
                
                75
                
                
                
                7,425
                
                
                
                -Net
      loss for the year endedDecember
      31, 2001
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (14,626
                )Balance,
      December 31, 2001
                
                
                4,680,000
                
                
                
                4,680
                
                
                
                73,655
                
                
                
                (107,171
                )Common
      stock issued for cash onMay
      2, 2002 at $0.10 per share
                
                
                5,000
                
                
                
                5
                
                
                
                495
                
                
                
                -Net
      income for the year endedDecember
      31, 2002
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (4,054
                )Balance,
      December 31, 2002
                
                
                4,685,000
                
                
                
                4,685
                
                
                
                74,150
                
                
                
                (111,225
                )Common
      stock issued on January 13, 2003for
      services rendered at $0.10 per share
                
                
                5,000
                
                
                
                5
                
                
                
                495
                
                
                
                -Common
      stock issued on July 28, 2003in
      payment of debts at $0.10 per share
                
                
                6,700
                
                
                
                7
                
                
                
                663
                
                
                
                -Net
      loss for the year endedDecember
      31, 2003
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (8,877
                )Balance,
      December 31, 2003
                
                
                4,696,700
                
                
                
                4,697
                
                
                
                75,308
                
                
                
                (120,102
                )Common
      shares issued for extinguishment ofdebt
      on March 31, 2004 at $0.10 per share
                
                
                11,729
                
                
                
                12
                
                
                
                1,151
                
                
                
                -Common
      shares issued on March 31, 2004for
      services rendered at $0.10 per share
                
                
                150,000
                
                
                
                150
                
                
                
                14,850
                
                
                
                -Common
      shares issued on September 15, 2004for
      services rendered at $0.10 per share
                
                
                350,000
                
                
                
                350
                
                
                
                34,650
                
                
                
                -Net
      loss for the year endedDecember
      31, 2004
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (60,127
                )Balance,
      December 31, 2004
                
                
                5,208,429
                
                
                
                5,209
                
                
                
                125,959
                
                
                
                (180,229
                )Common
      shares issued on February 22, 2005for
      services rendered at $0.10 per share
                
                
                25,000
                
                
                
                25
                
                
                
                2,475
                
                
                
                -Balance
      forward
                
                
                5,233,429
                
                
                $
                5,234
                
                
                $
                128,434
                
                
                $
                (180,229
                )
 The accompanying notes are an
integral part of these consolidated financial statements.
 Page 23
 
 
 ANOTEROS,
      INC.(A
      Development Stage Company)Consolidated
      Statements of Stockholders' Equity (Deficit) (Continued)DeficitAccumulatedAdditional
                
                
                During
      theCommon
      Stock
                
                
                Paid-In
                
                
                DevelopmentShares
                
                
                Amount
                
                
                Capital
                
                
                StageBalance
      forward
                
                
                5,233,429
                
                
                $
                5,234
                
                
                $
                128,434
                
                
                $
                (180,229
                )Common
      shares issued on March 25, 2005for
      services rendered at $0.10 per share
                
                
                575,000
                
                
                
                575
                
                
                
                56,925
                
                
                
                -Common
      shares issued on December 22, 2005for
      services rendered at $0.10 per share
                
                
                300,000
                
                
                
                300
                
                
                
                29,700
                
                
                
                -Net
      loss for the year endedDecember
      31, 2005
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (101,039
                )Balance,
      December 31, 2005
                
                
                6,108,429
                
                
                
                6,109
                
                
                
                215,059
                
                
                
                (281,268
                )Common
      shares issued on July 6, 2006 forservices
      rendered at $0.05 per share
                
                
                338,840
                
                
                
                338
                
                
                
                16,602
                
                
                
                -Common
      shares issued on September 18, 2006for
      accrued wages at $0.05 per share
                
                
                100,000
                
                
                
                100
                
                
                
                4,900
                
                
                
                -Common
      shares issued on September 26, 2006for
      cash at $0.05 per share
                
                
                70,000
                
                
                
                70
                
                
                
                3,430
                
                
                
                -Common
      stock issued on November 1, 2006for
      cash at $0.05 per share
                
                
                120,000
                
                
                
                120
                
                
                
                5,880
                
                
                
                -Net
      loss for the year endedDecember
      31, 2006
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (45,875
                )Balance,
      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
                )
 The accompanying notes are an
integral part of these consolidated financial statements.
 Page 24
 
 
 ANOTEROS,
      INC.(A
      Development Stage Company)Consolidated
      Statements of Cash FlowsFrom
      Inceptionof
      theDevelopment
      Stageon
      September 25For
      the Years Ended
                
                
                1996
      ThroughDecember
      31,
                
                
                December
      31,2007
                
                
                2006
                
                
                2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                
                
                $
                (56,834
                )
                
                $
                (45,875
                )
                
                $
                (383,977
                )Adjustments
      to reconcile net loss tonet
      cash used by operating activities:Depreciation
      expense
                
                
                -
                
                
                
                -
                
                
                
                257Loss
      on disposal of equipment
                
                
                -
                
                
                
                -
                
                
                
                250Loss
      on sale of equipment
                
                
                -
                
                
                
                -
                
                
                
                133Common
      stock issued for services and fees
                
                
                5,000
                
                
                
                16,940
                
                
                
                218,191Gain
      on sale of intellectual property
                
                
                -
                
                
                
                -
                
                
                
                (20,000
                )Gain
      on sale of fixed assets
                
                
                -
                
                
                
                (1,900
                )
                
                
                (1,900
                )Changes
      in operating assets and liabilities:Decrease
      in inventory
                
                
                -
                
                
                
                -
                
                
                
                53Increase
      in accounts payableand
      accrued expenses
                
                
                (1,691
                )
                
                
                -
                
                
                
                (1,691
                )Increase
      in accounts payableand
      accrued expenses - related
                
                
                38,020
                
                
                
                16,898
                
                
                
                72,060Net
      Cash Used by Operating Activities
                
                
                (15,505
                )
                
                
                (13,937
                )
                
                
                (116,624
                )CASH
      FLOWS FROM INVESTING ACTIVITIESIncrease
      in artwork
                
                
                (10,975
                )
                
                
                (3,500
                )
                
                
                (31,165
                )Proceeds
      from sale of intellectual property
                
                
                -
                
                
                
                -
                
                
                
                20,000Purchase
      of fixed assets
                
                
                -
                
                
                
                (9,600
                )
                
                
                (10,541
                )Proceeds
      from sale of fixed assets
                
                
                -
                
                
                
                11,500
                
                
                
                11,500Sale
      of equipment
                
                
                -
                
                
                
                -
                
                
                
                300Net
      Cash Used byInvesting
      Activities
                
                
                (10,975
                )
                
                
                (1,600
                )
                
                
                (9,906
                )CASH
      FLOWS FROM FINANCING ACTIVITIESPayments
      on notes payable - related parties
                
                
                -
                
                
                
                -
                
                
                
                (13,827
                )Proceeds
      from notes payable - related parties
                
                
                23,050
                
                
                
                8,600
                
                
                
                109,070Common
      stock issued for cash
                
                
                -
                
                
                
                9,500
                
                
                
                32,335Net
      Cash Provided by OperatingActivities
                
                
                23,050
                
                
                
                18,100
                
                
                
                127,578NET
      INCREASE (DECREASE) IN CASH
                
                
                (3,430
                )
                
                
                2,563
                
                
                
                1,048CASH
      AT BEGINNING OF PERIOD
                
                
                4,478
                
                
                
                1,915
                
                
                
                -CASH
      AT END OF PERIOD
                
                $
                1,048
                
                
                $
                4,478
                
                
                $
                1,048
 The accompanying notes are an
integral part of these consolidated financial statements.


Page 25 
 
 ANOTEROS,
      INC.(A
      Development Stage Company)Consolidated
      Statements of Cash Flows (Continued)From
      Inceptionof
      theDevelopment
      Stageon
      September 25For
      the Years Ended
              
              
              1996
      ThroughDecember
      31,
              
              
              December
      31,2007
              
              
              2006
              
              
              2007CASH
      PAID FORInterest
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Taxes
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -SCHEDULE
      OF NON-CASH FINANCING ANDINVESTING
      ACTIVITIESCommon
      stock issued as paymenton debt
              
              
              $
              9,577
              
              
              $
              -
              
              
              $
              11,410Common
      stock issued for artwork
              
              $
              -
              
              
              $
              -
              
              
              $
              250
 The accompanying notes are an
integral part of these consolidated financial statements.
  Page 26
 
 ANOTEROS,
INC.
 (A
Development Stage Company)
 Notes to
the Consolidated Financial Statements
 December
31, 2007 and 2006
 
 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 as “the
Company”. The consolidated financial statements and notes are representations of
the Company’s management, which is responsible for their 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.
 
 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)Amount
 For
the year ended
 December
31,
2007                               
$     (56,834)        6,791,446$  (0.01)
 
 For
the year ended
 December
31,
2006                               
$     (45,875)        6,340,822$  (0.01)
 
 As of
December 31, 2007, the Company had 100,000 stock options
outstanding.  The earnings per share figures in these financial
statements do not include these 100,000 stock options, as they are
anti-dilutive.
 
 
 Page
27
 ANOTEROS,
INC.
 (A
Development Stage Company)
 Notes to
the Consolidated Financial Statements (Continued)
 December
31, 2007 and 2006
 
 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.  Income
Taxes
 
 Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences.  Temporary differences are differences between
reported amounts of assets and liabilities and their tax
bases.  Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely that some portion or all of the
deferred tax assets will not be realized.  Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment.
 
 When tax
returns are filed, it is highly certain that some positions taken would be
sustained upon examination by the taxing authorities, while others are subject
to uncertainty about the merits of the position taken or the amount of the
position that would be ultimately sustained.  The benefit of a tax
position is recognized in the financial statements in the period during which,
based on all available evidence, management believes it is more likely than not
that the position will be sustained upon examination, including the resolution
of appeals or litigation processes, if any.  Tax positions taken are
not offset or aggregated with other positions.  Tax positions that
meet the more-likely-than-not recognition threshold are measured as the largest
amount of tax benefit that is more than 50 percent likely of being realized upon
settlement with the applicable taxing authority.  The portion of the
benefits associated with tax positions taken that exceeds the amount measured as
described above is reflected as a liability for unrecognized tax benefits in the
accompanying balance sheet along with any associated interest and penalties that
would be payable to the taxing authorities upon examination.
  Interest
and penalties associated with unrecognized tax benefits are classified as
additional income taxes in the statement of income.
 
 Net
deferred tax liabilities consist of the following as of December 31, 2007 and
2006:
 2007
                  
                  
                  2006Defered
      tax assets:NOL
      carryover
                  
                  $
                  39,296
                  
                  
                  $
                  42,290Accrued
      expenses
                  
                  
                  18,447
                  
                  
                  
                  8,425Deferred
      tax liabilities:
                  
                  
                  -
                  
                  
                  
                  -Valuation
      allowance
                  
                  
                  (57,743
                  )
                  
                  
                  (50,715
                  )Net
      deferred tax asset
                  
                  $
                  -
                  
                  
                  $
                  -
 
 
 ANOTEROS,
INC.
 (A
Development Stage Company)
 Notes to
the Consolidated Financial Statements (Continued)
 December
31, 2007 and 2006
 
 NOTE 1
-        SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
 
 e.  Income
Taxes (Continued)
 
 The
income tax provision differs from the amount of incometax determined by
applying the U.S. federal income tax rate to pretax income from continuing
operations for the years ended December 31, 2007 and 2006 due to the
following:
  2007
              
              
              2006Book
      Income
              
              $
              (22,165
              )
              
              $
              (39,405
              )Stock for
      services
              
              
              1,950
              
              
              
              35,100Accrued
      interest
              
              
              2,643
              
              
              
              1,736Accrued
      wages
              
              
              7,800
              
              
              
              -Valuation
      allowance
              
              
              9,772
              
              
              
              2,569$
              -
              
              
              $
              -
  At
December 31, 2007, the Company had net operating loss carryforwards of
approximately $38,000 that may be offset against future taxable income from the
year 2007 through 2027.  No tax benefit has been reported in the
December 31, 2007 consolidated financial statements since the potential tax
benefit is offset by a valuation allowance of the same amount.
 
 Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carryforwards for Federal income tax reporting purposes are subject to
annual limitations.  Should a change in ownership occur, net operating
loss carryforwards may be limited as to use in future years.
 
 f.  Newly
Issued Accounting Pronouncements
 
 During
the year ended December 31, 2007, the Company adopted the following accounting
pronouncements:
  SFAS No. 157,Fair
Value Measurements-This Statement
does not require any new fair value measurements, but rather, it provides
enhanced guidance to other pronouncements that require or permit assets or
liabilities to be measured at fair value.  However, the application of
this Statement may change how fair value is determined.  The Statement
is effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years.  As
of December 1, 2007 the FASB has proposed a one-year deferral for the
implementation of the Statement for nonfinancial assets and nonfinancial
liabilities that are recognized or disclosed at fair value in the financial
statements on a nonrecurring basis.  The implementation of this
pronouncement had no material effect on the Company’s financial
statements.
  SFAS No. 158,Employers’
      Accounting for Defined Benefit Pension and Other Postretirement Plans – an
      amendment of FASB Statements No. 87, 88, 106, and 132(R)-This Statement
      requires that employers measure plan assets and obligations as of the
      balance sheet date.  This requirement is effective for fiscal
      years ending after December 15, 2008.  The other provisions of
      the Statement were effective as of the end of the fiscal year ending after
      December 15, 2006, for public companies.  The implementation of
      this pronouncement had no material effect on the Company’s financial
      statements.
 
 
 
 
 
 ANOTEROS,
INC.
 (A
Development Stage Company)
 Notes to
the Consolidated Financial Statements (Continued)
 December
31, 2007 and 2006
 
 NOTE 1
-       SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
 
 f.  Newly
Issued Accounting Pronouncements (Continued)
 
 SFAS No. 159,The
      Fair Value Option for Financial Assets and Financial Liabilities –
      Including an amendment of FASB Statement No. 115- This Statement
      provides all entities with an option to report selected financial assets
      and liabilities at fair value.  The Statement is effective as of
      the beginning of an entity’s first fiscal year beginning after November
      15, 2007, with early adoption available in certain
      circumstances.  The implementation of this pronouncement had no
      material effect on the Company’s financial
  statements.
 
 SOP
      No.  07-01,Clarification
      of the Scope of the Audit and Accounting Guide “Investment Companies” and
      Accounting by Parent Companies and Equity Method Investors for Investments
      in Investment Companies- SOP 07-01 provides
      guidance for determining whether an entity is within the scope of the
      AICPA Audit and Accounting Guide Investment
      Companies.The provisions of the SOP are effective for
      fiscal years beginning on or after December 15, 2007, with earlier
      application encouraged.  As of December 1, 2007 the FASB has
      proposed an indefinite deferral of this SOP.  The implementation
      of this pronouncement had no effect on the Company’s financial
      statements.
 
 EITF
      Issue No. 06-1, Accounting for Consideration Given by a Service Provider
      to a Manufacturer or Reseller of Equipment Necessary for an End-Customer
      to Receive Service from the Service Provider-This
      consensus concludes that if the consideration given by a service provider
      to a manufacturer or reseller (that is not a customer of the service
      provider) can be linked contractually to the benefit received by the
      service provider's customer, the service provider should account for the
      consideration in accordance with EITF Issue 01-9.  The consensus
      is effective for the first annual reporting period beginning after June
      15, 2007.  The implementation of this pronouncement had no
      effect on the Company’s financial
statements.
 
 EITF
      Issue No. 06-4, Accounting for Deferred Compensation and Postretirement
      Benefit Aspects of Endorsement Split-Dollar Life Insurance
      Arrangements-This
      consensus concludes that for a split-dollar life insurance arrangement
      within the scope of this Issue, an employer should recognize a liability
      for future benefits in accordance with FASB Statement No. 106 (if, in
      substance, a postretirement benefit plan exists) or APB Opinion No. 12 (if
      the arrangement is, in substance, an individual deferred compensation
      contract) based on the substantive agreement with the
      employee.  The consensus is effective for fiscal years beginning
      after December 15, 2007, with early application permitted.  The
      implementation of this pronouncement had no effect on the Company’s
      financial statements.
 
 EITF
      Issue No. 06-8, Applicability of the Assessment of a Buyer's Continuing
      Investment under FASB Statement No. 66, “Accounting for Sales of Real
      Estate”, for Sales of Condominiums-This
      consensus concludes that an entity is required to evaluate the adequacy of
      a buyer’s initial and continuing investment for purposes of determining
      whether it is appropriate to recognize profit from a real estate sale
      involving a condominium unit or time-sharing interest under the
      percentage-of-completion method under Statement No. 66.  The
      consensus is effective for the first annual reporting period beginning
      after March 15, 2007.  The implementation of this pronouncement
      had no effect on the Company’s financial
  statements.
  
 
 
 
 ANOTEROS,
INC.
 (A
Development Stage Company)
 Notes to
the Consolidated Financial Statements (Continued)
 December
31, 2007 and 2006
 
 NOTE 1
-        SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
 
 f.  Newly
Issued Accounting Pronouncements (Continued)
 
 EITF
      Issue No. 06-10, Accounting for Collateral Assignment Split-Dollar Life
      Insurance Arrangements-In this
      Issue, a consensus was reached that an employer should recognize a
      liability for the postretirement benefit related to a collateral
      assignment split-dollar life insurance arrangement in accordance with
      either FASB Statement No. 106 or APB Opinion No. 12, as appropriate, if
      the employer has agreed to maintain a life insurance policy during the
      employee's retirement or provide the employee with a death benefit based
      on the substantive agreement with the employee.  A consensus
      also was reached that an employer should recognize and measure an asset
      based on the nature and substance of the collateral assignment
      split-dollar life insurance arrangement.  The consensuses are
      effective for fiscal years beginning after December 15, 2007, including
      interim periods within those fiscal years, with early application
      permitted.  The implementation of this pronouncement had no
      effect on the Company’s financial
statements.
 
 EITF
      Issue No. 06-11, Accounting for Income Tax Benefits of Dividends on
      Share-Based Payment Awards-In this
      Issue, a consensus was reached that a realized income tax benefit from
      dividends or dividend equivalents that are charged to retained earnings
      and are paid to employees for equity-classified nonvested equity shares,
      nonvested equity share units, and outstanding equity share options should
      be recognized as an increase in additional paid-in
      capital.  This Issue should be applied prospectively to the
      income tax benefits that result from dividends on equity-classified
      employee share-based payment awards that are declared in fiscal years
      beginning after December 15, 2007, and interim periods within those fiscal
      years.  Early application is permitted.  The
      implementation of this pronouncement had no effect on the Company’s
      financial statements.
 
 EITF
      Issue No. 07-3, Accounting for Nonrefundable Advance Payments for Goods or
      Services Received for Use in Future Research and DevelopmentActivities-In this
      Issue, a consensus was reached that nonrefundable advance
      payments for future research and development activities should be deferred
      and capitalized.  This Issue is effective for financial
      statements issued for fiscal years beginning after December 15, 2007, and
      interim periods within those fiscal years.  Early application is
      not permitted.  The implementation of this pronouncement had no
      effect on the Company’s financial
statements.
 
 FSP
      No. FAS 158-1, Conforming Amendments to the Illustrations in FASB
      Statements No. 87, No. 88, and No. 106 and to the Related Staff
      Implementation Guides-This FSP
      provides conforming amendments to the illustrations in FASB Statements No.
      87, 88, and 106 and to related staff implementation guides as a result of
      the issuance of FASB Statement No. 158.  The conforming
      amendments made by this FSP are effective as of the effective dates of
      Statement No. 158.  The unaffected guidance that this FSP
      codifies into Statements No. 87, 88, and 106 does not contain new
      requirements and therefore does not require a separate effective date or
      transition method.   The implementation of this
      pronouncement had no effect on the Company’s financial
      statements.
 
 FSP
      No. FIN 39-1, Amendment of FASB Interpretation No. 39-This FSP amends FASB
      Interpretation (FIN) No. 39, Offsetting of Amounts Related
      to Certain Contracts,to permit a reporting entity to offset fair
      value amounts recognized for the right to reclaim cash collateral or the
      obligation to return cash collateral against fair value amounts recognized
      for derivative instruments executed with the same counterparty under the
      same master netting arrangement that have been offset in accordance with
      paragraph 10 of FIN 39.  The guidance in this FSP is effective
      for fiscal years beginning after November 15, 2007, with early application
      permitted.  The implementation of this pronouncement had no
      effect on the Company’s financial
statements.
 
 Page 31
 
 ANOTEROS,
INC.
 Notes to
the Consolidated Financial Statements (Continued)
 December
31, 2007 and 2006
 
 
 NOTE 1
-       SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
 
 f.  Newly
Issued Accounting Pronouncements (Continued)
 
 FSP
      No. FIN 46(R)-7, Application of FASB Interpretation No. 46(R) to
      Investment Companies-This FSP
      addresses the application of FASB Interpretation (FIN) No. 46 (revised
      December 2003), Consolidation of Variable
      Interest Entities, by an entity that accounts for its investments
      in accordance with the specialized accounting guidance in the AICPA Audit
      and Accounting Guide, Investment
      Companies.  The provisions of the FSP are effective when
      the entity adopts SOP 07-01.  The implementation of this
      pronouncement had no effect on the Company’s financial
      statements.
  SEC
Staff Accounting Bulletin No. 109, Written Loan Commitments Recorded at Fair
Value Through Earnings-SAB 109
expresses the current view of the staff that the expected net future cash flows
related to the associated servicing of the loan should be included in the
measurement of all written loan commitments that are accounted for at fair value
through earnings.   SEC registrants are expected to apply the
views in Question 1 of SAB 109 on a prospective basis to derivative loan
commitments issued or modified in fiscal quarters beginning after December 15,
2007.  The implementation of this pronouncement had no effect on the
Company’s financial statements.
  g.
              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.
 
 h.
              Artwork
 
 In
producing artwork for its Doolittle series of children’s books, the Company
incurs various production costs, such as compilation, layout, design, and
illustration expenses.   After the point the Company has
determined its book projects are commercially viable, the Company capitalizes
these expenses under the term “artwork,” pursuant to SOP 00-2, “Accounting by
Producers or Distributors of Films.”  All associated artwork costs
will be capitalized until such time the related children’s books are released
for publication, and revenues are recognized.  At this point, all
capitalized costs will be amortized over the determined useful lives of the
books (no more than ten years).  Advertising costs are not
capitalized.  If a book project is abandoned, all previously
capitalized project costs will be immediately shown as an expense.
 
 NOTE
      2 -
              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.
    
  ANOTEROS,
INC.
  (A
Development Stage Company)
 Notes to
the Consolidated Financial Statements (Continued)
 December
31, 2007 and 2006
  
 NOTE
      3 -
              EQUITY
      ACTIVITY
 
 During
the year ended December 31, 2006, the Company issued 338,840 shares ofcommon
stock at $0.05 per share as payment for services rendered.  Of these
shares, 300,000 shares were issued to the Company’s current president as payment
for legal services rendered.  The Company also issued an additional
100,000 common shares at $0.05 per share to its former president as payment for
accrued wages.  Additionally, the Company issued 190,000 common shares
for cash at $0.05 per share.  Of these shares, 40,000 were issued to a
related entity of which the Company’s current president is a 50%
owner.
 
 On
January 14, 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 29, 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.
 
 NOTE 4
-       GAIN ON SALE OF FIXED
ASSET
 
 In
October 2006 the Company purchased a weapons sight from an unrelated third party
for $9,600.  Later, the Company sold the site to an unrelated third
party for $11,500. Consequently, the Company has recorded a $1,900 gain on sale
of fixed assets during the year ended December 31, 2006.
 
 NOTE 5
-      RELATED PARTY TRANSACTIONS
 
 In
October 1999, a shareholder (and officer) of the Company advanced $10,000 to the
Company.  From that date through December 31, 2007, this individual
has made several additional advances, and the Company has made some partial
payments on the advances.  As of December 31, 2007, the total
principal balance of these advances totaled $90,074.   The loans
accrue interest at 8.0% per annum.  Accrued interest at December 31,
2007 was $27,299.  The loans are due on demand.
 
 On
January 15, 2007 the Company’s Board of Directors approved a salary of $5,000
per quarter for the Company’s chief executive officer.  During the
year ended December 31, 2007, the Company accrued executive wages in the amount
of $20,000.
 
 On
December 11, 2007, we issued 50,000 restricted shares of common stock at a price
of $0.05 per share in consideration of legal services provided to us by Wade D.
Huettel, an attorney with the firm of Chachas Law Group P.C.
   Page
33
 
 ANOTEROS,
INC.
 (A
Development Stage Company)
 Notes to
the Consolidated Financial Statements (Continued)
 December
31, 2007 and 2006
 
 
 NOTE 5
-        RELATED PARTY TRANSACTIONS
(Continued)
 
 On
December 28, 2007, we issued 91,500 shares of common stock to George G. Chachas
at a price of $0.05 per share, in consideration for his conversion of $4,575 in
principal and unpaid accrued interest owed by us to Mr. Chachas.
 
 NOTE 6
-        INCOME TAXES
 
 The
Company files income tax returns in the U.S. federal jurisdiction, and in the
state of California.  With few exceptions, the Company is no longer
subject to U.S. federal, state and local, or non-U.S. income tax examinations by
tax authorities for years before 2000.
  The
Company 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, the Company recognized approximately no increase in the
liability for unrecognized tax benefits.  A reconciliation
of the beginning and ending amount of unrecognized tax benefits is as
follows:
  Balance
      at January 1, 2007
              
              $
              -Additions
      based on tax positions related to the current year
              
              
              -Additions
      for tax positions of prior years
              
              
              -Reductions
      for tax positions of prior years
              
              
              -Settlements
              
              
              -Balance
      at December 31, 2007
              
              $
              -
 
 Included
in the balance at December 31, 2007, are no tax positions for which the ultimate
deductibility is highly certain but for which there is uncertainty about the
timing of such deductibility.  Because of the impact of deferred tax
accounting, other than interest and penalties, the disallowance of the shorter
deductibility period would not affect the annual effective tax rate but would
accelerate the payment of cash to the taxing authority to an earlier
period.
  The
Company recognizes interest accrued related to unrecognized tax benefits in
interest expense and penalties in operating expenses.  During the
years ended December 31, 2007 and 2006, the Company recognized zero interest and
penalties.  The Company had $-0- for the payment of interest and
penalties accrued at December 31, 2007, and 2006.
   Page
34
 
 ITEM
8.         CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
 AND FINANCIAL DISCLOSURE.
 
 None.
 
 ITEM 8A(T). CONTROLS AND PROCEDURES.
 
 Disclosure Controls and
Procedures
 
 Based on
an evaluation as of the date of the end of the period covered by report, our
Chief Executive Officer and Chief Financial Officer, conducted an evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of the end of the period
covered by this report to ensure that information required to be disclosed by us
in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified by the
SEC’s rules and forms.
  Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and our Chief Financial
Officer, to allow timely decisions regarding required disclosure.
  Management’s Annual Report
on Internal Control Over Financial Reporting
  Management
is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Exchange Act Rule 13a-15(f).  Management
conducted an evaluation of the effectiveness of the internal control over
financial reporting as of December 31, 2007, using the criteria established in
Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).  Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. 
Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
  A
material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected.  As a result of management’s assessment, management has
determined that there is a material weakness due to the lack of segregation of
duties.  In order to address and resolve this weakness we will
endeavor to locate and appoint additional qualified personnel to the board of
directors and pertinent officer positions.
 This
Annual Report does not include an attestation report of the company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management's report
in this annual report
 Changes in Internal Control
Over Financial Reporting
  There has
been no change in our internal control over financial reporting that occurred
during our last fiscal quarter (our fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
  The term
“internal control over financial reporting” is defined as a process designed by,
or under the supervision of, the registrant’s principal executive and principal
financial officers, or persons performing similar functions, and effected by the
registrant’s board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:
    
 (a)           Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the
registrant;
  (b)           Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the registrant are
being made only in accordance with authorizations of management and directors of
the registrant; and
  (c)           Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the registrant’s assets that could have a
material effect on the financial statements.
  ITEM 8B. OTHER
INFORMATION.
 
 Not
applicable.
 
 
 PART
III
 
 ITEM 9. DIRECTORS AND
EXECUTIVE OFFICERS.
 
 Identify of directors and
executive officers
 
 Our
current directors and executive officers are as follows:
 
 Name
              Age
              Position with the
      Company
              Director
      SinceGeorge
      G. Chachas
              45
              President,
      Chief Executive Officer,  Chief Financial Officer, Secretaryand
      a director
              December
      27, 2006
 
 Term of Office
 
 All of
our directors hold office until the next annual general meeting of the
shareholders or until their successors are elected and qualified. Our officers
are appointed by our board of directors and hold office until their earlier
death, retirement, resignation or removal.
 
 Background and Business
Experience
 
 The
business experience during the past five years of each of the persons presently
listed above as an Officer or Director of the Company is as
follows:
 
 George G. Chachasis the founder of the Company served as the President, Treasurer,
Secretary and Director from inception through October 22, 2004, at which time he
resigned due to time constraints with his ongoing law practice. George was
appointed and assumed the role of CEO, President, Chief Financial Officer,
Secretary and Chairman of the Board on December 27, 2006. George is the founder
and managing partner of Chachas Law Group P.C. serving businesses and
individuals in a variety of transactional matters with extensive experience in
mergers and acquisitions, corporate and securities law, and financing
transactions. He has represented businesses and owners from entity formation and
business structuring through private and public financing transactions, in a
variety of corporate partnering, joint ventures, acquisition, merger and sales
transactions. Prior to forming Chachas Law Group in April 2006, George was the
Managing Partner of Wenthur & Chachas, LLP from 1987 through March 2006
which had an emphasis in corporate and securities transactions (including
private held and publicly traded companies, and SEC compliance), taxation
(including taxpayer disputes with government agencies and state sales and use
tax laws), real estate transactions, estate planning matters and related issues,
and copyright and trademark registrations. George is admitted to practice in
California (1987); District of Columbia (1989) and Colorado (1994). George
graduated from San Diego State University (B.A. 1985) and California Western
School of Law (J.D. 1987).
    
 Identify Significant
      Employees
  We have
no significant employees other than George G. Chachas, our President, Chief
Executive Officer and sole director.
  Family
      Relationships
  We
currently do not have any officers or directors of our company who are related
to each other.
  Involvement in Certain
      Legal Proceedings
 
 During
the last five years no director, executive officer, promoter or control person
of the Company has had or has been subject to:
 
 (1)           any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time;
 
 (2)           any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding;
 
 (3)           any
order, judgment, or decree, not subsequently reversed, suspended or vacated, of
any court of competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; or
 
 (4)           being
found by a court of competent jurisdiction, the Commission or the Commodity
Futures Trading  Commission to have violated any federal or state
securities or commodities law, and the judgment has not been reversed,
suspended, or vacated.
 
 Section 16(a) Beneficial
Ownership Reporting Compliance
  Section
16(a) of the Securities Exchange Act of 1934 requires the Company's executive
officers, directors and persons who own more than ten percent of the Company's
Common Stock, to file initial reports of beneficial ownership on Form 3, changes
in beneficial ownership on Form 4 and an annual statement of beneficial
ownership on Form 5, with the SEC.  Such executive officers, directors
and greater than ten percent shareholders are required by SEC rules to furnish
the Company with copies of all such forms that they have filed.
   Based
solely on its review of the copies of such forms filed with the SEC
electronically, received by the Company and representations from certain
reporting persons, the Company believes that for the fiscal year ended December
31, 2007, all the officers, directors and more than 10% beneficial owners
complied with the above described filing requirements.
  Code of
Ethics
  Our board
of directors has not adopted a code of ethics due to the fact that we presently
only have one director and officer, namely George G. Chachas, and we are in the
development stage of our operations. We anticipate that we will adopt a code of
ethics when we increase either the number of our directors and officers or the
number of our employees.
    
 Audit Committee and Audit
Committee Financial Expert
  Our board
of directors is comprised of one director and has not established an audit
committee. Accordingly, our sole board of director presently performs the
functions that would customarily be undertaken by an audit
committee.
  Our board
of directors has determined that George G. Chachas, our sole director and
officer, does not qualify as an “audit committee financial expert”, as defined
by the rules of the SEC and is not “independent”, as he is our sole executive
officer in addition to being our sole director.
  ITEM 10.      EXECUTIVE
COMPENSATION.
 
 Summary
Compensation Table
  The
following table sets forth the compensation paid to our Chief Executive Officer
and those executive officers that earned in excess of $100,000 during the twelve
month period ended December 31, 2007 (collectively, the “Named Executive
Officers”):
  Stock
              
              
              OptionName and Principal
      Position
              
              Year
              
              
              Salary
    ($)
              
              
              Bonus
($)
              
              
              Awards
    ($)
              
              
              Awards
    ($)
              
              
              Total
                ($)George
      G. Chachas, PresidentChief
      Executive Officer, Chief Financial Officer and Secretary(1)
              
              2007
              
              
              20,000
              (2)
              
              -
              
              
              -
              
              
              -
              
              
              20,000
 
 (1)
              George
      G. Chachas has served as the President, CEO, CFO and Secretary of the
      Company since December 27, 2006.
 
 (2)
              During
      2007 George G. Chachas was compensated for his services rendered as an
      officer of the Company at the rate of $5,000 per quarter which amount is
      being deferred until such time as we have sufficient funds for
      payment.
 
 Narrative
Disclosure to Summary Compensation Table
 
 Currently,
we do not have any written employment agreements.  On January 15,
2007, the board of directors resolved and agreed to pay George G. Chachas $5,000
per quarter payable in cash or shares of our Common Stock based on the closing
price of our Common Stock as reported on the Pink Sheets on the last day of each
calendar quarter, at the option of Mr. Chachas.  Mr. Chachas has
agreed to defer the payment of such amount and as of December 31, 2007, there is
deferred salary due and owing to Mr. Chachas in the amount of
$20,000.
 
 There are
no employment contracts, compensatory plans or arrangements, including payments
to be received from the Company with respect to any executive officer, that
would result in payments to such person because of his or her resignation,
retirement or other termination of employment with the Company, or its
subsidiaries, any change in control, or a change in the person’s
responsibilities following a change in control of the Company.
  Page
38
 
 Outstanding
Equity Awards at Fiscal Year-End
 
 No Named
Executive Officer received any equity awards, or holds exercisable or
unexercisbale options, as of the year ended December 31, 2007.
 
 Additional
Narrative Disclosure
  On
December 27, 2006, the Company adopted the 2007 Long Term Incentive Plan (the
“Plan”) to reward and provide incentives to our employees, who may include our
directors who are also employees and our officers, as well as consultants and
affiliates. The Company has set aside 5,000,000 shares of our common stock for
issuance under the Plan.
 
 There are
no agreements or understandings for any executive officer to resign at the
request of another person. None of our executive officers acts or will act on
behalf of or at the direction of any other person.
 
 Compensation
of Directors
  The
following table sets forth information relating to compensation paid to our
directors in 2007:
  Fees
    Earnedor Paid
              
              Stock
              
              OptionName
              
              in Cash
    ($)
              
              Awards
    ($)
              
              Awards
    ($)
              
              
              Total
      ($)George
      G. Chachas
              
              -
              
              -
              
              -
              
              
              -Gregory
      J. Chachas
              
              -
              
              -
              
              5,000
              (1)
              
              5,000
 
 (1)
              On January 15, 2007, the Company
      granted Gregory J. Chachas, a Director, an option to purchase 100,000
      shares of common stock at an exercise price of $0.25 per share, which
      option expires on December 31,
2011.
 
 There was
no director compensation paid to any director who was a Named Executive Officer
during the year ended December 31, 2007.
 
 There are
no employment contracts, compensatory plans or arrangements, including payments
to be received from the Company with respect to any Director that would result
in payments to such person because of his or her resignation with the Company,
or its subsidiaries, any change in control of the Company. There are no
agreements or understandings for any Director to resign at the request of
another person. None of our Directors or executive officers acts or will act on
behalf of or at the direction of any other person.
 
 Page
39
 
 ITEM 11.      SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
 
 Security
Ownership of Certain Beneficial Owners
 
 The
following table sets forth the amount and nature of beneficial ownership of any
class of the Company’s voting securities of any person known to the Company to
be the beneficial owner of more than five percent, as of the close of business
on December 31, 2007.
 
 Title
      of
                Class
              Name
      and
                Address
      of
                Beneficial
                Owner
              Amount
      and
                Nature
      of
                Beneficial
                Owner
              Percent
      of
                ClassCommon
      Stock
              George
      G. Chachas
                2445
      Fifth Avenue
                Suite
      440
                San
      Diego, CA 92101
              3,809,929(1)
              54.59%Common
      Stock
              Gregory
      J. Chachas
                1200
      South Bell Avenue
                Ely,
      Nevada 89301
              775,000(2)
              11.10%
 
 (1)
              Includes
      3,718,200 shares of which George Chachas has direct beneficial ownership
      of, 40,000 shares which are held by TUVA Co., LLC, of which George Chachas
      owns a 50% interest in, and 51,729 shares held by Chachas Land Co., Inc.,
      a corporation of which George Chachas owns a 33.33% interest and is an
      officer and director of.
 
 (2)
              Includes
      650,000 shares of which Gregory J. Chachas has direct beneficial ownership
      of, 25,000 shares held by the Chachas Family Spendthrift Trust and 100,000
      shares which Gregory Chachas has the right to acquire within 60 days from
      the exercise of options.
 
 Security
Ownership of Management
 
 The
following table sets forth the amount and nature of beneficial ownership of any
class of the Company’s voting securities of all of the Company’s directors and
nominees and “named executive officers” as such term is defined in Item
402(a)(2) of SEC Regulation S-B, as of the close of business on December 31,
2007.
 
 Title
      of
                Class
              Name
      of Beneficial
                Owner
              Amount
      and
                Nature
      of
                Beneficial
                Ownership
              Percent
      of
                ClassCommon
      Stock
              George
      G. Chachas(1)
              3,809,929(1)
              54.59%Common
      Stock
              Directors
      and Officers as a Group
              3,809,929
              54.59%
 
 (i)
              Includes
      3,718,429 shares of which George Chachas has direct beneficial ownership
      of, 40,000 shares which are held by TUVA Co., LLC, of which George Chachas
      owns a 50% interest in, and 51,729 shares held by Chachas Land Co., Inc.,
      a corporation of which George Chachas owns a 33.33% interest and is an
      officer and director.
   Page
40
 
 Changes
in Control.
 
 There are no present arrangements or
pledges of the Company’s securities which may result in a change in control of
the Company.
 
 ITEM 12.
              CERTAIN
      RELATIONSHIPS AND RELATED
TRANSACTIONS,
 AND
      DIRECTOR INDEPENDENCE.
 
 The
Company receives rent-free office space in San Diego, California from its
president. The value of the space is not considered materially significant for
financial reporting purposes.
 
 Other
than the transactions stated above, none of the directors or executive officers
of the Company, nor any person who owned of record or was known to own
beneficially more than 5% of the Company’s outstanding shares of its Common
Stock, nor any associate or affiliate of such persons or companies, has any
material interest, direct or indirect, in any transaction that has occurred
since November 1, 2006, or in any proposed transaction, which has
materially affected or will affect the Company.
 
 ITEM 13.
              EXHIBITS.
  The
following exhibits are filed with this Annual Report on Form
10-KSB:
  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(2)31.02
              
              Certification
      of Principal Financial Officer Pursuant to Rule 13a-14(2)32.01
              
              CEO
      and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley
      Act(2) _______________
 
 (1)
              Incorporated
      by reference to our Registration Statement on Form 10SB filed with the SEC
      on April 12, 2007.(2)
              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.
  Page
41
 
 ITEM 14.
              PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.
 
 Audit
Fees
 
 During
the fiscal year ended December 31, 2007, we incurred approximately $7,000 in
fees to our principal independent accountants for professional services rendered
in connection with the audit and reviews of our financial statements for
fiscal year ended December 31, 2007.
 
 During
fiscal year ended December 31, 2006, we incurred approximately $5,000 in fees to
our principal independent accountant for professional services rendered in
connection with the audit of our financial statements for fiscal year ended
December 31, 2006.
 
 Audit-Related
Fees
 
 The
aggregate fees billed during the fiscal years ended December 31, 2007 for
assurance and related services by our principal independent accountants that are
reasonably related to the performance of the audit or review of our financial
statements (and are not reported under Item 9(e)(1) of Schedule 14A was $0
and $0, respectively.
 
 Tax
Fees
 
 The
aggregate fees billed during the fiscal years ended December 31, 2007 and 2006
for professional services rendered by our principal accountant tax compliance,
tax advice and tax planning was $830 and $0, respectively.
 
 All
Other Fees
 
 The
aggregate fees billed during the fiscal years ended December 31, 2007 for
products and services provided by our principal independent accountants (other
than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A) was
$0 and $0, respectively.
 
 
 Page
42
 
 SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
 
 ANOTEROS
INC.
 
 
 Dated: April
28,
2008                                                        Signature
 __________________________________________________
 By: George G. Chachas
 Its: President and Principal Executive
Officer
 
 
 Dated:
April 28,
2008                                                        Signature
 __________________________________________________
 By: George G. Chachas
 Its:  Chief Financial
Officer and Principal Accounting Officer
 
 
 Pursuant
to the requirement of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:
 
 
 
 Dated: April
28,
2008                                                        Signature
 __________________________________________________
 George G. Chachas, sole
Director
   
 Page
43