UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

___________

FORM 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Fiscal Year Ended December 31, 2012
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
	For the transition period from ________ to ______

___________

ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

Commission File Number 000-52561

ANOTEROS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-52561	88-0368849
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	6601 Center Drive West, Suite 500 Los Angeles, CA 90045 (Address of principal executive offices)
	(310) 997-2482
	(Registrant’s Telephone Number)

Nevada

(State or other Jurisdiction of

of Incorporation or Organization)

88-0368849

(IRS Employer

Identification No.)

609 Deep Valley Drive, Suite 200, Rolling Hills, California

(Address of principal executive offices)

90274

(Zip Code)

Registrant’s telephone number, including area code: (218) 940-2274

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or ~~Section~~ 15(d) of the Exchange Act. Yes o No No x

Indicate by check mark whether the ~~registrant~~issuer (1) ~~has~~ filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes~~ ~~x No o~~

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No ~~o (not~~No ~~required)~~x

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~has ~~filers~~submitted ~~pursuant~~electronically toand ~~Item~~posted ~~405~~on ofits ~~Regulation~~corporate ~~S-K~~Web issite, ~~not~~if ~~contained herein~~any, ~~and~~every ~~will~~Interactive ~~not~~Data beFile ~~contained,~~required to ~~the~~be ~~best~~submitted ofpursuant ~~registrant's~~to ~~knowledge,~~Rule in405 ~~definitive~~of ~~proxy~~Regulation orS-T ~~information~~during ~~statements~~the ~~incorporated~~preceding by12 ~~reference~~months in(or ~~Part~~for ~~III~~such ofshorter ~~this~~period ~~Form~~that ~~10-K~~the orregistrant ~~any~~was ~~amendment~~required to ~~this~~submit ~~Form~~and ~~10-K~~post such files). o

~~Indicate~~Yes byo No check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(i)

Large Accelerated Filer o	Accelerated Filer o

Non-Accelerated Filer o	Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ~~o No~~ oNo x

~~The~~Issuer’s ~~aggregate~~revenues ~~market~~for ~~value~~its of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2012 was approximately $3,315,459 based upon the price $0.10 at which the common stock was last sold as of the last business day of the most ~~recently~~recent ~~completed second~~ fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws.year: None

AsThe aggregate market value of ~~April~~the ~~19,~~voting ~~2013,~~and ~~there~~non-voting ~~were~~common 47equity on June 30,~~375,913~~ ~~shares~~2013 held by non-affiliates of the registrant’s based on the price last sold on such date was approximately $0307,074.~~001~~ Shares ~~par~~of ~~value~~ common stock ~~issued~~held by each officer and director and by each person who owns 10% or more of the outstanding common stock of the registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. Without acknowledging that any individual director of registrant is an affiliate, all directors have been included as affiliates with respect to shares owned by them.

~~Documents~~As ~~incorporated~~of byNovember ~~reference:~~20, ~~None~~2014 there were 56,125,913 shares of the registrant’s Common Stock outstanding.

(ii)

Table of Contents

		Page
	PART I
Item 1	Business	2
Item 1A	Risk Factors	4
Item 1B	Unresolved Staff Comments	48
Item 2	Properties	49
Item 3	Legal Proceedings	49
Item 4	Mine Safety Disclosures	49
	PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	59
Item 6	Selected Financial Data	610
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	611
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	913
Item 8	Financial Statements and Supplementary Data	1014
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26
Item 9A	Controls and Procedures	26
Item 9B	Other Information	2826
	PART III
Item 10	Directors and Executive Officers and Corporate Governance	2827
Item 11	Executive Compensation	3031
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3132
Item 13	Certain Relationships and Related Transactions	3233
Item 14	Principal Accountant Fees and Services	3334
	PART IV
Item 15	Exhibits	3335

~~Table of Contents~~(iii)

FORWARD-LOOKING STATEMENTS

· The availability and adequacy of our cash flow to meet our requirements; ~~· Economic, competitive, demographic, business and other conditions in our local and regional markets;~~

· ~~Changes~~Economic, orcompetitive, ~~developments in laws~~demographic, ~~regulations~~business orand ~~taxes~~other conditions in our ~~industry;~~local ~~· Actions taken or omitted to be taken by third parties including our suppliers~~ and ~~competitors,~~regional ~~as well as legislative, regulatory, judicial and other governmental authorities~~markets;

· ~~Competition~~Changes ~~in our industry; · The loss of~~ or ~~failure~~developments toin ~~obtain~~laws, ~~any~~regulations ~~license~~ or ~~permit~~taxes ~~necessary or desirable~~ in ~~the operation of~~ our ~~business~~industry;

· ~~Changes~~Actions intaken ~~our~~or ~~business~~omitted ~~strategy,~~to ~~capital~~be ~~improvements~~taken orby ~~development~~third ~~plans;~~parties ·including ~~The~~our ~~availability~~suppliers ofand ~~additional~~competitors, ~~capital~~as towell ~~support~~as ~~capital~~legislative, ~~improvements~~regulatory, judicial and ~~development;~~other ~~and~~governmental authorities;

Competition in our industry;

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

Changes in our business strategy, capital improvements or development plans;

The availability of additional capital to support capital improvements and development; and

Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Table of Contents

Use of Term

Except as otherwise indicated by the context, references in this report to “Company”, “ANOS”, “we”, “us” and “our” are references to Anoteros, Inc. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

Page 1

PART I

ITEM 1. BUSINESS

Anoteros Inc. (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 sportswear market, manufacturing and marketing ~~tee~~ T-shirts, golf ~~shorts~~shirts and hats with the “OB Golf” and “OB Sports” logo.

Thereafter, 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 completed 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 to the Company’s Doolittle books and product line.

On April 29, 2011, the Company closed an Agreement and Plan of Merger (the “Merger Agreement”) with COA Holdings, Inc., a Nevada corporation (“COAH”), Antero Payment Solutions, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and certain Major Shareholders of COAH (the “Major Shareholders”) whereby the Company acquired COAH through the merger of COAH with and into Merger Sub (the “Merger”) with Merger Sub being the surviving corporation, and the business of COAH continuing through Merger Sub, under the name Antero Payment Solutions, Inc., as a wholly-owned subsidiary of the Company.

On September 14, 2011, the Company ~~and George Chachas (“Mr. Chachas”)~~ entered into an Assignment and Assumption Agreement ~~(the~~with ~~“Assignment and Assumption Agreement”), whereby, Mr. Chachas exercised a previously granted option (~~the “Option”) to acquire Doolittle Edutainment Corp. Mr. Chachas originally acquired the Option pursuant to the terms and conditions the Merger Agreement. Mr. Chachas delivered Notice of Exercise of Assignee’s Option to the Company onassigned ~~September 12, 2011. Accordingly, Mr. Chachas acquired~~ all of the capital stock of Doolittle Edutainment as well as all assets and intellectual property owned by Doolittle Edutainment to George Chachas, and Mr. Chachas assumed any and all liabilities associated with Doolittle Edutainment.

Accordingly, wethe ~~now~~business ~~operate~~of Anoteros is conducted through ~~our~~its wholly-owned subsidiary, Antero Payment Solutions, Inc. (“Antero”).

Antero Payment Solutions, Inc.

Antero isseeks to become a global provider of information management and electronic commerce systems for the financial services industry. Antero has developed anumerous ~~wide range of~~ e-commerce platforms to ensure secure electronic payments for checking, debit card, prepaid card and mobile payment applications, providing merchants with opportunities for lower cost structures and the potential to increase their client bases. Antero ~~performs~~business is model is to perform the issuing and processing tasks of bank processors, while offering a complete suite of customer support services. By owning and servicing our own branded products, we ~~help~~intend to create additional value for clients by educating their teams in better ways to increase penetration of their markets through our online and retail networks.

2Antero also intends to partner with banks, card associations and networks to issue debit cards, prepaid cards, virtual cards, mobile applications, mobile wallets, ACH services and provide other gateway processing. Antero’s products have been developed with the intent to serve all consumer markets, but are designed to be especially effective for the unbanked, under-banked and convenience type users, such as person-to-person (P2P) payments, bill pay and remote deposit capture. We continue to work on developing strong alliances with financial institutions and networks.

~~Table~~Over time, Antero will expand its business from standard card platforms to an industry expert and specialist on customized financial transaction systems to include ACH, Mobile Wallets and Virtual Card programs. As a financial services partner, Antero intends to build, enhance and/or support our customer’s critical applications via the right products and services. In terms of ~~Contents~~products, Antero will seek to partner with world-class manufacturers that are committed to producing quality products and leading the global financial services market through continued research and development.

WePage partner with banks, card associations and networks to issue debit cards, prepaid cards, virtual cards, mobile applications, mobile wallets, ACH services and provide other gateway processing. Our products can serve all consumer markets, but are especially effective for the unbanked, under-banked and convenience type users, such as person-to-person (P2P) payments, bill pay and remote deposit capture. We have developed strong alliances with numerous financial institutions and networks.2

~~Over~~We ~~time,~~intend weto ~~have~~offer ~~expanded~~a ~~our~~suite ~~business~~of ~~from~~products ~~standard~~such ~~card~~as ~~platforms~~P2P, toVirtual anCard ~~industry~~programs ~~expert~~and Mobile Wallets, and ~~specialist~~by ondoing ~~customized~~so ~~financial~~we ~~transaction~~hope ~~systems~~Antero towill ~~include~~create ~~ACH,~~multiple ~~Mobile~~points ~~Wallets~~of interchange; fee based and ~~Virtual~~“on ~~Card~~us” types ~~programs. As~~(Antero internal transactions, usually at a ~~financial~~reduced ~~services~~fee ~~partner,~~compared ~~Antero~~with ~~builds~~institutional transaction). This array of products not only provides consumers with an innovative new secure shopping experience, ~~enhances~~but ~~and/or~~also ~~supports~~brings ~~our~~a ~~customer’s~~new ~~critical~~standard ~~applications~~in ~~via~~authorization and settlement, which may significantly lower the ~~right~~cost ~~products~~of ~~and~~transactions ~~services~~for merchants. With Inthe ~~terms~~benefit of ~~products~~lower fees and fewer chargebacks, ~~our~~Antero ~~affiliated~~intends ~~companies~~to ~~have~~offer alternative payment platforms as a ~~long~~valuable ~~history~~add-on offeature ~~partnering~~for ~~with~~any ~~world~~retail or e-~~class~~commerce ~~manufacturers~~merchant. Our ~~that~~new ~~are~~technology ~~committed~~is designed to ~~producing~~allow ~~quality~~customers ~~products~~to ~~and~~manage ~~leading~~transactions ~~the~~through ~~global~~their ~~financial~~favorite ~~services~~retailer, ~~market~~self-service ~~through~~stations ~~continued~~or ~~research~~their ~~and~~mobile ~~development~~device.

WeMobile ~~intend~~payments toare ~~offer~~quickly becoming a ~~suite~~large segment of ~~products~~the ~~such~~payment ~~as P2P~~market, ~~Virtual Card programs~~ and ~~Mobile Wallets, and by doing so~~ we ~~hope~~believe ~~Antero~~with ~~will~~proper ~~create~~funding ~~multiple points of interchange; fee based~~ and ~~“on~~implementation ~~us” types~~the (Antero network ~~internal~~can ~~transactions,~~be ~~usually~~ at a reduced fee compared with institutional transaction). This array of products not only provides consumers with an innovative new secure shopping experience, but also brings a new standard in authorization and settlement, which may significantly lower the ~~cost~~forefront of ~~transactions~~this ~~for~~hybrid ~~merchants~~technology. ~~With~~Financial ~~the~~institutions ~~benefit of lower fees and fewer chargebacks, we~~ can ~~offer~~provide ~~alternative~~customers ~~payment~~with ~~platforms~~aggressive ~~as a valuable add~~incentive-onbased ~~feature~~programs ~~for~~such ~~any~~as ~~retail~~rewards, points, and/or ~~e-commerce~~instant ~~merchant. Our~~discounts ~~new~~while ~~technology~~becoming ~~allows~~mobile ~~customers~~device ~~to manage transactions through their favorite retailer~~aware, ~~self-service~~giving ~~stations~~merchants ormany ~~their~~reasons ~~mobile~~to ~~device~~participate.

Mobile payments are quickly becoming a large segment of the payment market, and the Antero network is at the forefront of this hybrid technology. Financial institutions can provide customers with aggressive incentive-based programs such as rewards, points, and/or instant discounts while becoming mobile device aware, giving merchants many reasons to participate.

Antero has a strong commitment to working closely with multiple marketing partners and financial institutions on the development of mutually beneficial pricing models. The goal is to support strong and aggressive growth and acceptance in the marketplace; a strategy that enhances the success of both partners with profitable market development and execution.

Planned Divisions of Antero Payment Solutions

· Antero SVS – -will isbe ata ~~the forefront of the~~ Stored Value ~~Solutions~~Solution (SVS) ~~trend~~, providing robust development, processing and administration of Mobile, Virtual and Prepaid programs.

· Antero ACH – -will ~~offers~~offer a comprehensive check authorization system, utilizing artificial intelligence modeling, neural networks and other advanced technology to deliver unprecedented accuracy and simplicity.

· Antero Access – -will isbe our ~~own~~ strategy for managing Antero’s interactions with customers, clients and sales prospects. It uses new technology to organize, automate and synchronize business.

Brands Marketed By Antero Payment Solutions

Antero Card - The Antero Market Ready solution is intended to be a turnkey program for companies looking to enter the prepaid space. It ~~allows~~will allow Antero clients to start selling and distributing a prepaid debit card quickly, effectively and at significantly lower costs than with traditional programs. In addition, Antero clients can earn revenue every time the card is used by one of their customers.

~~Card~~Anetoro ofPayroll ~~America~~ Card – Ais ~~marketing~~our ~~channel~~proposed ~~of Antero the~~ general spend payroll card that delivers significant cost savings and value to employers and their employees. More than a simple payroll or debit card, our product offers the flexibility of direct payments into multiple accounts per cardholder in a secure online environment. Antero Payroll Card options can be customized to the needs of each company's structure and employee culture. Cardholders gain access to a wide range of financial services, including overdraft protection, bill pay, funds transfers, with or without a direct banking relationship, at a lower cost and with greater convenience than comparable systems.

Table of Contents

offers the flexibility of direct payments into multiple accounts per cardholder in a secure online environment. Card of America options are customized to the needs of each company's structure and employee culture. Cardholders gain access to a wide range of financial services, including overdraft protection, bill pay, funds transfers, with or without a direct banking relationship, at a lower cost and with greater convenience than comparable systems. The Card of America prepaid card was developed on the Antero SVS platform and integrated to the Antero network giving the card access to numerous distribution channels and loading capabilities.

Competition

~~The~~There are numerous major ~~competitor~~competitors to Antero. Among ~~systems~~these is Austin-based NetSpend Corporation, ~~(NASDAQ:~~Austin ~~NTSP);~~Based ~~52-wk~~Mozido ~~range:~~and ~~$11~~PayPal.~~82-$6.89.~~ NetSpend is a card-based alternative financial services company established in 1999. It helps unbanked and under-banked consumers manage their finances and become “self-banked” or use alternative banking methods. ~~The~~NetSpend ~~company~~ was an early entrant in the prepaid debit card field. With partners, they offer proprietary processing platform, card fulfillment, customer service and risk management capabilities in non-traditional banking-type systems. NetSpend products are FDIC-insured and issued by federally regulated financial institutions. Mozido is a global leader in mobile financial services which was founded in 2008, develops cloud based mobile payment systems, white-labeled pre-paid debit cards and marketing software that targets unbanked and underbanked consumers. PayPal is a well know provider that aims to allow anyone to pay in any way they prefer, including through credit cards, bank accounts, buyer credit or account balances, without sharing financial information. PayPal has quickly become a global leader in online payment solutions with more than 153 million accounts worldwide.

Page 3

WHERE YOU CAN GET ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

ITEM 1A. RISK FACTORS

WeInvestment ~~are~~in our common stock involves a ~~smaller~~high ~~reporting~~degree ~~company~~of asrisk. ~~defined~~You byshould ~~Rule~~carefully ~~12b-2~~consider the risks described below together with all of the ~~Securities~~other ~~Exchange~~information ~~Act~~included in this herein before making an investment decision. If any of ~~1934~~the ~~and~~following ~~are~~risks ~~not~~actually ~~required~~occur, toour ~~provide~~business, financial condition or results of operations could suffer. In that case, the ~~information~~market ~~under~~price ~~this~~of ~~item~~our common stock could decline, and you may lose all or part of your investment.

Business, political and economic factors may affect our operations, the manner in which we conduct our business and our rate of growth.

The U.S. economy has deteriorated significantly over the last several years. If economic conditions and unemployment rates continue to deteriorate or do not improve, our target consumer base may be disproportionately affected. In addition, a large proportion of our target customers work in industries that may be disproportionately affected by a downturn in the U.S. economy. Stagnant economic growth and high unemployment are likely to negatively affect our customers' ability to purchase our goods. The resulting impact of such economic conditions on our customers and on consumer spending could have a material adverse effect on demand for our products and on our business, financial condition and operating results.

Our performance is influenced by a variety of economic, social, political factors

Our performance is influenced by a variety of economic, social, and political factors. Economic uncertainty, unfavorable employment levels, declines in consumer confidence, increases in consumer debt levels, increased commodity prices, and other economic factors may affect our customer spending and use of our products and adversely affect the demand for our products. Economic conditions also affect governmental political and budgetary policies. As a result, economic conditions can have an effect on the sale of our products to our customers.

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.

As of the end of the period covered by this report we had no officer, director, or employee with any significant experience in the information management and electronic commerce systems or financial services industry, 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 significant experience in the information management and electronic commerce systems or financial services industry. 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.

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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 for operations, to maintain our filing status and execute on our intended business model. 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.

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.

Early stage of the Company and its products

We have generated minimal revenue from operations, and may not generate any significant or sufficient revenue from its current operations to continue future operations. To achieve profitable operations, we must successfully initiate and maintain sales and distribution of our products. The time frame necessary to achieve market success for any individual product is uncertain. There can be no assurance that our efforts will be successful, that any of our products will prove to meet the anticipated levels of approval or effectiveness, or that we will be able to obtain and sustain customer as well as distribution approval.

If we fail to predict consumer preferences and trends accurately, develop and introduce our products in a timely manner or extend our existing core products, our sales will suffer.

The introduction of products and services in a timely manner is crucial in this electronic age. The successful development and introduction of new products and the enhancement and extension of our current products will require us to anticipate the needs and preferences of consumers and to forecast market trends accurately. Consumer preferences, along with the products and services offered in the market place, are continuously changing at a rapid pace and are difficult to predict. The development of unique 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 products and services successfully. We cannot assure you that future products will be introduced or, if introduced, will be successful. The failure to timely introduce, implement, enhance and extend our existing products or to develop and introduce new products that achieve and sustain market acceptance and produce acceptable margins would harm our business and operating results.

Page 5

Risk of technological obsolescence and competition

We operate in an ever-evolving field. Developments are expected to continue at a rapid pace in the industry in general. Competition from other large companies, joint ventures and others is intense and expected to increase. Many of these companies and institutions have substantially greater capital resources, research and development staffs and facilities than we do, and many have substantially greater experience in conducting testing, manufacturing and marketing of products. These entities represent significant long-term competition for us. There can be no assurance that developments by others will not render our technologies and future products obsolete or noncompetitive. In addition, our competitors might succeed in developing or purchasing technologies and products that are more effective than those that are being developed by the Company or that would render the Company's technology and products obsolete or noncompetitive.

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.

The industry in which we operate is very competitive. 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. While we believe that the products we intend to offer are unique, we cannot assure you that we will be able to compete effectively in our markets.

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.

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Limited sales and marketing capability

We must either retain or hire the necessary personnel to distribute and market our products or enter into collaborative arrangements or distribution agreements with third parties who will market such products or develop their own marketing and sales force with technical expertise and supporting distribution capability. There can be no assurance that we will be able to retain or hire the personnel with sufficient experience and knowledge to distribute and market its products or be able to enter into collaborative or distribution arrangements or develop its own sales force, or that such sales and marketing efforts will be successful.

Trading and limited market

Our common stock is traded on the OTCBB under the symbol ANOS. There is currently a limited public market for the Common Stock and there can be no assurance that an active trading market will develop or, if one does develop, that it will be maintained. However, should such a market arise, the possibility or actual sale into the market of shares, as permitted under Rule 144 of the Securities Act of 1933, may adversely affect prevailing market prices, if any, for our Common Stock and could impair our ability to raise capital through the sale of its equity securities. In order to qualify for unrestricted resale of Common Stock under Rule 144, certain holding periods must be met and a legal opinion setting forth the exemption from registration must be provided. Further, there is no assurance that Rule 144 will be applicable to Anoteros and investors may not be able to rely on its provisions now or in the future. In addition, sales of significant amounts of Common Stock by Anoteros could have an adverse effect on the market price.

No dividends

No cash dividends have been paid. Payment of dividends on the Common Stock is within the discretion of the Board of Directors, is subject to state law, and will depend upon our earnings, if any, its capital requirements, financial condition and other relevant factors.

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; 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. In addition, the stock market has experienced and continues to experience extreme price and volume fluctuations which have affected the market price of many companies and which have often been unrelated to the operating performance of these companies. These broad market fluctuations, as well as general economic and political conditions, may adversely affect the market price, if a market develops, of the Common Stock.

We are subject to the periodic reporting requirements of the Securities Exchange Act of 1934, which require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce our ability to earn a profit.

We are required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm has to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.

Page 7

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended by SEC Release 33-8889 we are required to include in our annual report our assessment of the effectiveness of our internal control over financial reporting as of the end of the year. If we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.

Management believes that these reporting obligations will increase our annual legal and accounting costs by an estimated $25,000 and $20,000, respectively.

Penny stock regulations

If our stock is below $5.00 per share, or we do not have $2,000,000 in net tangible assets, or are not listed on an exchange or on the NASDAQ National Market System, among other conditions, our shares may be subject to a rule promulgated by the Securities and Exchange Commission (the “SEC”) that imposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and institutional accredited investors. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written consent to the transaction prior to the sale. Furthermore, if the price of our stock is below $5.00, and does not meet the conditions set forth above, sales of our stock in the secondary market will be subject to certain additional new rules promulgated by the SEC. These rules generally require, among other things, that brokers engaged in secondary trading of stock provide customers with written disclosure documents, monthly statements of the market value of penny stocks, disclosure of the bid and asked prices, and disclosure of the compensation to the broker-dealer and disclosure of the sales person working for the broker-dealer. These rules and regulations may affect the ability of broker-dealers to sell our securities, thereby limiting the liquidity of the securities. They may also affect the ability of shareholders to resell their securities in the secondary market.

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.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

Page 8

ITEM 2. PROPERTIES

Our offices are currently located at ~~6601~~609 ~~Center~~Deep ~~Drive~~Valley ~~West~~Drive, Suite ~~500~~200, ~~Los~~Rolling ~~Angeles~~Hills, CACalifornia ~~90045~~90274 and our telephone number is (~~310~~218) ~~997~~940-~~2482~~2274. We pay ~~approximately~~no ~~$1,275~~current ~~per month~~ rent~~, pursuant to an annual contract~~. The space is utilized for general office purposes and it is our belief that the space we currently occupy is adequate for our immediate needs. Additional space may be required as we expand our operations. We do not foresee any significant difficulties in obtaining any required additional space. We do not own any real property.

ITEM 3. LEGAL PROCEEDINGS

WeDenise ~~know~~Bogard of-v- noSouth ~~material,~~Bay existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.Capital

We are a party defendant in the action Denise Bogard -v- South Bay Capital, et al, Superior Court of the State of California, County of Los Angele. Case No. YC068410. In this Plaintiff alleges, among other things that certain individuals associated with COA Holdings in 2009, 2010 and 2011, prior to the acquisition of COA, by Anoteros through its subsidiary Antero Payment Solutions Inc., misrepresented and were negligent to Mrs. Bogard with regard to her investment in COA. Neither Anoteros, Antero Payment Solutions Inc., or any of the current officers and directors were involved in such matters and have no direct knowledge of such events. Anoteros has yet to make an appearance in this matter due to lack of funds and is investigating the matter.

Other than as set forth above, 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. MINE SAFETY DISCLOSURES

~~None~~Not Applicable.

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PART II

ITEM 5. MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~Common~~Market ~~Stock~~Information

~~The~~Our ~~Company~~common ~~has~~stock ~~been~~is ~~quoted~~traded on ~~the OTC Bulletin Board (“~~OTCBB”) ~~since September 8, 2010,~~ under the symbol “ANOS.~~OB.~~” ~~Because~~The weCUSIP ~~are~~number ~~quoted~~for on the ~~OTC~~Issuer’s ~~Bulletin~~common ~~Board,~~stock ~~our~~is ~~securities~~03633R ~~may~~208. The befollowing ~~less~~table ~~liquid~~sets forth, ~~receive~~in ~~less~~U.S. ~~coverage~~dollars bythe ~~security~~high ~~analysts~~ and ~~news~~low ~~media~~sale prices for each of the calendar quarters indicated, ~~and~~as ~~generate~~reported ~~lower~~by the OTCBB. The prices ~~than~~in ~~might~~the ~~otherwise~~table bemay ~~obtained~~not ifrepresent ~~they~~actual ~~were~~transactions ~~listed~~and ondo anot ~~national~~include ~~securities~~retail ~~exchange~~markups, markdowns or commissions.

The following table sets forth the high and low bid prices for our Common Stock per quarter as reported by the OTCBB for the periods indicated, based on our fiscal year end December 31. These prices represent quotations between dealers without adjustment for retail mark-up, mark down or commission and may not represent actual transactions.

	Company Common Stock Prices
	High		Low
2013
Quarter ended December 31	$	0.09	$	0.04
Quarter ended September 30		0.05		0.01
Quarter ended June 30		0.03		0.01
Quarter ended March 31		0.04		0.02

2012
Quarter ended December 31	$	0.10	$	0.01
Quarter ended September 30		0.10		0.02
Quarter ended June 30		0.03		0.01
Quarter ended March 31		0.25		0.11

Fiscal Quarter 2012	High		Low
First Quarter (January 1, 2010 – March 31, 2010)	$	0.25	$	0.11
Second Quarter (April 1, 2010 – June 30, 2010)	$	0.13	$	0.05
Third Quarter (July 1, 2010 – September 30, 2010)	$	0.10	$	0.02
Fourth Quarter (October 1, 2010 – December 31, 2010	$	0.10	$	0.015

Page 9

Fiscal Quarter 2011	High		Low
First Quarter (January 1, 2011 – March 31, 2011)	$	0.30	$	0.15
Second Quarter (April 1, 2011 – June 30, 2011)	$	5.25	$	.81
Third Quarter (July 1, 2011 – September 30, 2011)	$	1.15	$	0.50
Fourth Quarter (October 1, 2011 – December 31, 2011)	$	0.61	$	0.16

There is currently a limited public market for the Common Stock and there can be no assurance that an active trading market will develop or, if one does develop, that it will be maintained. However, should such a market arise, the possibility or actual sale into the market of shares of the Company's Common Stock as permitted under Rule 144 of the Securities Act of 1933 may adversely affect prevailing market prices, if any, for the Company's Common Stock and could impair the Company's ability to raise capital through the sale of its equity securities. In order to qualify for unrestricted resale of Common Stock under Rule 144, certain holding periods must be met and a legal opinion setting forth the exemption from registration must be provided. Further, there is no assurance that Rule 144 will be applicable to the Company and investors may not be able to rely on its provisions now or in the future. In addition, sales of significant amounts of Common Stock by the Company subsequent to this offering could have an adverse effect on the market price, if any, for the Company's securities.

Record Holders

As of ~~April~~December 1931, 2013 , there were 47,~~375~~675,913 shares of the registrant’s $0.001 par value Common Stock issued and outstanding and were owned by ~~281~~287 holders of record, based on information provided by our transfer agent.

Recent Sales of Unregistered Securities

None.

Re-Purchase of Equity Securities

None.

Dividends

We have not paid any cash dividends on our Common Stock since inception and presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our Common Stock will be declared in the foreseeable future. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be no assurance that any dividends on our Common Stock will be paid in the future.

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Securities Authorized for Issuance Under Equity Compensation Plans

None.

ITEM 6. SELECTED FINANCIAL DATA

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

Page 10

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

RESULTS OF OPERATIONS

Working Capital

	December 31, 2012 $			December 31, 2011 $
	December 31, 2013 $			December 31, 2012 $
Current Assets		26-			~~37,500~~26
Current Liabilities		1,~~134~~479,~~777~~238			1,~~157~~306,~~015~~761
Working Capital (Deficit)		(1,~~134~~479,~~751~~238	)		(1,~~119~~306,~~515~~735	)

Cash Flows

	Year ended December 31, 2012 $			Year Ended December 31, 2011 $
	Year ended December 31, 2013 $			Year Ended December 31, 2013 $
Cash Flows from Used in Operating Activities		(7246,~~211~~928	)		(~~437~~72,~~640~~211	)
Cash Flows Provided by Financing Activities		7246,~~237~~902			~~437~~72,~~622~~237
Net Increase (decrease) in Cash During Period		(26	)		~~(18~~26	)

6Year ended December 31, 2013 compared to the year ended December 31, 2012

~~Table~~For the year ended December 31, 2013, the Company had revenue of ~~Contents~~$528 compared with revenue of $2,090 for the comparable period in 2012. The decrease in revenue is due to a temporary cease in operations while the Company was being restructured.

~~RESULTS~~Operating OFexpenses ~~OPERATIONS~~for the year ended December 31, 2013 totaled $133,071 compared to $530,196 for the comparable period in 2012. This decrease resulted primarily from the Company’s decreased business operations.

~~Effective~~Page April 29, 2011, the Company entered into an Agreement and Plan of Merger with COA Holding, Inc. (“COAH”), a Nevada corporation, whereby the Company acquired COAH through the merger of its newly formed subsidiary, Antero Payment Solutions, Inc. Antero Payment Solutions, Inc. was the surviving corporation and a wholly owned subsidiary of the Company. As a result of the merger, COAH will continue its current line of business as a wholly owned subsidiary of the Company and will conduct its future operations under the name Antero Payment Solutions, Inc.11

~~Upon~~Other ~~completion~~income of(expenses) ~~the~~for ~~transaction,~~ the ~~former~~year ~~COAH~~ended ~~shareholders~~December ~~owned approximately 48~~31,~~361,737~~ ~~restricted~~2013 ~~shares~~and of2012 ~~the~~were ~~Company’s~~$(41,060) ~~common~~and ~~stock~~$(99,694) ~~representing 93% of the outstanding common stock of the Company~~respectively. AsThe aCompany ~~result, the acquisition has been~~ recorded asinterest aexpense ~~reverse~~of ~~merger~~$41,060 ~~with~~and ~~COAH~~$50,340 ~~being~~during ~~treated~~2013 ~~as the accounting acquirer~~ and ~~the~~2012, ~~Company as the legal acquirer (accounting acquiree)~~respectively. ~~As such~~Additionally, the ~~activities and results of operations for both COAH and the~~ Company ~~have~~recognized ~~been~~a ~~combined~~default asjudgment penalty of ~~the~~$49,354 ~~acquisition~~in ~~date~~2012. ~~The comparative figures to be mentioned below include only the operations of COAH.~~

~~Year~~The Company incurred a net loss of $173,603 during the year ended December 31, ~~2012~~2013 compared to $627,800 for the ~~year~~comparable ~~ended~~period ~~December~~in 312012. As noted above, ~~2011~~this decreased net loss resulted primarily from the Company’s decreased operations in 2013, coupled with a significant decrease in professional expenses incurred during the current period.

~~For~~Basic ~~the~~net ~~year~~loss ~~ended~~per ~~December~~share ~~31,~~was ~~2012, the Company had revenue of~~ $~~2,090~~(0.00) ~~compared with revenue of $46,841~~ for the ~~comparable~~year ~~period~~ended inDecember ~~2011. The~~31, ~~decrease~~2013, incompared ~~revenue is due~~ to a ~~cease~~basic innet ~~operations~~loss ~~while~~per ~~the~~share ~~Company~~of ~~was restructured~~$(0. As01) from the ~~Company~~comparable ~~enters~~period ~~into~~of ~~new distribution agreements, revenue is expected to increase~~2012.

Cost of sales for the year ended December 31, 2012 was $-0- compared to $237,918 for the comparable period in 2011. The Company has incurred expenses in 2011 associated with resuming its operations. As revenues resume, the Company expected margins to be comparable to historical trends.

Operating expenses for the year ended December 31, 2012 totaled $530,196 compared to $7,889,797 for the comparable period in 2011. This increase resulted primarily from the Company’s concerted efforts to resume operations in 2011, which resulted in significant and unusually large in legal and professional expenses. These 2011 legal and professional fees relate primarily to common stock issued for legal and professional services which were valued at $7,150,558.

Other income (expenses) for the year ended December 31, 2012 and 2011 were $(99,694) and $(1,583,664) respectively. The Company recorded interest expense of $50,340 and $52,070 during 2012 and 2011, respectively. Additionally, the Company recognized a default judgment penalty of $49,354 in the current year. The Company also realized a loss on the conversion of debt of $1,641,199 in 2011, along with a gain on settlement of debt of $49,125 and a gain on the spin-off of a subsidiary of $60,480.

The Company incurred a net loss of $627,800 during the year ended December 31, 2012 compared to $9,664,538 for the comparable period in 2011. As noted above, this decreased net loss resulted primarily from the Company’s concerted efforts to resume operations in 2011, which resulted in a significant decrease professional expenses incurred during the current period, which, along with the loss on conversion of debts, are the primary factors in the Company’s decreased net loss during the 2012. During the year-ended period in 2012, the Company issued stock valued at $111,608 for services rendered. During 2011, the Company issued stock valued at $7,150,558 for services rendered, as well as stock valued at $3,190,368 issued in settlement of debts.

Basic net loss per share was $(0.01) for the year ended December 31, 2012, compared to a basic net loss per share of $(0.19) from the comparable period of 2011.

Liquidity and Capital Resources

As of December 31, ~~2012~~2013, the Company had a negative working capital of $1,~~134~~479,~~751~~238 compared to a negative working capital of $1,~~119~~306,~~515~~735 at December 31, ~~2011~~2012. ~~The change in working capital resulted primarily from the receipt of $71,500 in cash via borrowings on related-party notes.~~

7During the year ended December 31, 2013, the Company experienced negative cash flow of $46,928 from operating activities. The Company met its cash requirements during this period primarily through its debt financing activities, realizing a cash inflow from financing activities in the amount of $46,902.

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During the year ended December 31, 2012, the Company experienced negative cash flow of $72,211 from operating activities. The Company met its cash requirements during this period primarily through its debt and equity financing activities, realizing a cash inflow from financing activities in the amount of $72,237.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that there is substantial doubt that we will be able to continue as a going concern without further financing.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Off-Balance Sheet Arrangements

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

Page 12

Contractual Obligations

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

Recently Issued Accounting Pronouncements

The Company has ~~implemented~~evaluated ~~all~~recent ~~new~~ accounting pronouncements ~~that~~and ~~are~~their inadoption ~~effect. These~~has ~~pronouncements did~~ not ~~have~~had ~~any~~or ~~material~~is ~~impact on the financial statements unless otherwise disclosed, and the Company does~~ not ~~believe~~expected ~~that~~to ~~there are any other new accounting pronouncements that~~ have ~~been issued that might have~~ a material impact on ~~its~~the Company’s financial position, or ~~results of operations~~statements.

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In February 2010, the FASB issued ASU 2010-10 (“ASU No. 2010-10”), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU No. 2010-10 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB issued ASU 2010-09 (“ASU No. 2010-09”), “Subsequent Events (ASC Topic 855): Amendments to Certain Recognition and Disclosure Requirements.” ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The Company’s adoption of provisions of ASU No. 2010-09 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued ASU 2010-06 (“ASU No. 2010-06”), “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The Company’s adoption of provisions of ASU No. 2010-06 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued an amendment to ASC Topic 505, “Equity”, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The Company’s adoption of the amendment to ASC Topic 505 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued an amendment to ASC Topic 820, “Fair Value Measurements and Disclosure”, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures, which are effective for fiscal years beginning after December 15, 2010. The Company’s adoption of the amendment to ASC Topic 820 did not have a material effect on the financial position, results of operations or cash flows of the Company.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

9Page 13

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Anoteros, Inc. and ~~Subsidiaries~~Subsidiary

December 31, ~~2012~~2013

	Index
Report of Independent Registered Public Accounting Firm	1115
Consolidated Balance Sheets	1316
Consolidated Statements of Operations	1417
Consolidated Statement of Stockholders’ Deficit	1518
Consolidated Statements of Cash Flows	1619
Notes to the Consolidated Financial Statements	1820

10Page 14

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Anoteros, Inc.

We have audited the accompanying consolidated balance sheets of Anoteros, Inc. (“the Company”) as of December 31, 2013 and 2012 and the related consolidated statements of operations, stockholders’ deficit and cash flows for the ~~year~~years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our ~~audit~~audits.

We conducted our ~~audit~~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~~audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

In our opinion the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Anoteros, Inc. as of December 31, 2013 and 2012, and the results of their operations and cash flows for the ~~year~~years then ended, in conformity with accounting principles generally accepted in the United States of America.

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 financial statements, the Company has not yet established an ongoing source of revenue sufficient to cover its operating costs which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning 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.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

~~April~~November 1920, ~~2013~~2014

11Page 15

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ANOTEROS, INC. AND SUBSIDIARY
Consolidated Balance Sheets



ASSETS

	December 31,			December 31,
	2013			2012

CURRENT ASSETS
Cash	$	-		$	26

Total Current Assets		-			26

TOTAL ASSETS	$	-		$	26


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	611,706		$	581,676
Accounts payable and accrued expenses
related party		120,684			66,200
Judgement payable		174,730			161,044
Accrued interest		159,005			131,630
Bank overdraft		452			850
Payroll taxes payable		171,984			171,984
Notes payable - related party		67,800			20,500
Notes payable - convertible debt		90,000			90,000
Notes payable		82,877			82,877

Total Current Liabilities		1,479,238			1,306,761

TOTAL LIABILITIES		1,479,238			1,306,761

STOCKHOLDERS' DEFICIT
Preferred stock; 25,000,000 shares authorized,
$0.001 par value, no shares issued
and outstanding		-			-
Common stock; 140,000,000 shares authorized,
at $0.001 par value, 47,675,913 and 53,810,624
shares issued and outstanding, respectively		47,675			47,575
Additional paid-in capital		22,464,625			22,463,625
Accumulated deficit		(23,991,538	)		(23,817,935	)

Total Stockholders' Deficit		(1,479,238	)		(1,306,735	)

TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT	$	-		$	26

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

~~REPORT~~Page ~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~16

To the Board of Directors and

ANOTEROS, INC. AND SUBSIDIARY
Consolidated Statements of Operations


	For the Years Ended
	December 31,
	2013			2012

REVENUES	$	528		$	2,090
COST OF SALES		-			-
GROSS PROFIT (LOSS)		528			2,090

OPERATING EXPENSES

Professional fees		61,335			71,877
Bad debt expense		-			37,500
General and administrative expenses		71,736			420,819

Total Operating Expenses		133,071			530,196

OPERATING LOSS		(132,543	)		(528,106	)

OTHER EXPENSES

Interest expense		(41,060	)		(50,340	)
Default judgment penalty		-			(49,354	)

Total Other Expenses		(41,060	)		(99,694	)

LOSS BEFORE INCOME TAXES		(173,603	)		(627,800	)

PROVISION FOR INCOME TAXES		-			-

NET LOSS	$	(173,603	)	$	(627,800	)

BASIC LOSS PER SHARE	$	(0.00	)	$	(0.01	)

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING:
BASIC AND DILUTED		47,629,612			50,593,269

~~Stockholders~~Page ~~of Anoteros, Inc. and Subsidiaries~~17

We have audited the accompanying consolidated balance sheet of Anoteros, Inc. and Subsidiaries (the “Company”) as of December 31, 2011 and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year ended December 31, 2011. The 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.

ANOTEROS, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Deficit



							Additional						Total
	Common Stock						Paid-in			Accumulated			Stockholders'
	Shares			Amount			Capital			Deficit			Deficit

Balance, December 31, 2010		37,113,092		$	37,113		$	11,446,524		$	(13,353,613	)	$	(1,869,976	)

Common stock issued for services		7,778,230			7,778			7,142,780			-			7,150,558

Common stock issued in
settlement of debt		3,470,415			3,470			3,186,898			-			3,190,368

Recapitalization		3,448,887			3,449			(264,064	)		-			(260,615	)

Common stock sold for cash		2,000,000			2,000			198,000			-			200,000

Fair value of employee stock options		-			-			134,688			-			134,688

Net loss for the year
ended December 31, 2011		-			-			-			(9,836,522	)		(9,836,522	)

Balance, December 31, 2011		53,810,624			53,810			21,844,826			(23,190,135	)		(1,291,499	)

Common stock issued for
services		739,128			739			110,869			-			111,608

Common stock issued for debt		6,000,000			6,000			263,999			-			269,999

Settlement of related-party debt		-			-			61,323			-			61,323

Common shares cancelled		(12,973,839	)		(12,974	)		12,974			-			-

Fair value of employee stock options		-			-			169,634			-			169,634

Net loss for the year ended
December 31, 2012		-			-			-			(627,800	)		(627,800	)

Balance, December 31, 2012		47,575,913			47,575			22,463,625			(23,817,935	)		(1,306,735	)

Common stock issued for services		100,000			100			1,000			-			1,100

Net loss for the year
ended December 31, 2013		-			-			-			(173,603	)		(173,603	)

Balance, December 31, 2013		47,675,913		$	47,675		$	22,464,625		$	(23,991,538	)	$	(1,479,238	)

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 financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall 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 financial position of Anoteros Inc. and Subsidiaries as of December 31, 2011, and the results of their operations and their cash flows for the year ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has a deficit book value and a negative cash flow from operations that have placed substantial doubt as to whether the Company can continue as a going concern. The ability of the Company to continue as a going concern is dependent on developing operations, increasing revenues and obtaining new capital. Management’s plan in regard to these matters is also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Lake & Associates, CPA’S LLC Lake & Associates, CPA’s LLC Schaumburg, Illinois April 13, 2012

1905 Wright Boulevard

Schaumburg, IL 60193

Phone: 847.524.0800

Fax: 847.524.1655

Table of Contents

ANOTEROS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
ASSETS
	December 31,			December 31,
	2012			2011
CURRENT ASSETS
Cash	$	26		$	-
Accounts Receivable		-			37,500
Total Current Assets		26			37,500
TOTAL ASSETS	$	26		$	37,500
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	581,676		$	543,473
Accounts payable and accrued expenses
related party		66,200			41,686
Judgement payable		161,044			89,500
Accrued interest		131,630			108,273
Bank overdraft		850			113
Notes payable - related party		20,500			209,500
Notes payable		82,877			74,470
Convertible debentures		90,000			90,000
Total Current Liabilities		1,134,777			1,157,015
TOTAL LIABILITIES		1,134,777			1,157,015
STOCKHOLDERS' DEFICIT
Preferred stock; 25,000,000 shares authorized,
$0.001 par value, no shares issued
and outstanding		-			-
Common stock; 100,000,000 shares authorized,
at $0.001 par value, 47,375,913 and 53,810,624
shares issued and outstanding, respectively		47,375			53,810
Additional paid-in capital		22,463,825			21,844,826
Accumulated deficit		(23,645,951	)		(23,018,151	)
Total Stockholders' Deficit		(1,134,751	)		(1,119,515	)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY DEFICIT	$	26		$	37,500
The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

ANOTEROS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
	For the Years Ended
	December 31,
	2012			2011
REVENUES	$	2,090			$	46,841
COST OF SALES		-				237,918
GROSS PROFIT (LOSS)		2,090				(191,077	)
OPERATING EXPENSES
Professional fees		71,877				7,469,300
Bad debt expense		37,500				-
General and administrative expenses		420,819				420,497
Total Operating Expenses		530,196				7,889,797
OPERATING LOSS		(528,106	)			(8,080,874	)
OTHER INCOME (EXPENSE)
Interest expense		(50,340	)			(52,070	)
Default judgment penalty		(49,354	)			-
Gain on settlement of debt		-				49,125
Gain on spin-off of subsidiary		-				60,480
Loss on conversion of debt		-				(1,641,199	)
Total Other Income (Expense)		(99,694	)			(1,583,664	)
LOSS BEFORE INCOME TAXES		(627,800	)			(9,664,538	)
PROVISION FOR INCOME TAXES		-				-
NET LOSS	$	(627,800	)		$	(9,664,538	)
BASIC LOSS PER SHARE	$	(0.01	)		$	(0.19	)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING:
BASIC AND DILUTED		48,088,527				49,704,943

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

14Page 18

Table of Contents

ANOTEROS, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows

	For the Years Ended
	December 31,
	2013			2012
OPERATING ACTIVITIES
Net loss	$	(173,603	)	$	(627,800	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Common stock issued for services		1,100			111,608
Warrants and options issued for services		-			169,634
Expenses paid on behalf of company by related parties		-			8,407
Loss on settlement of debt		-			9,500
Bad debt expense		-			37,500
Changes in operating assets and liabilities
Accrued interest		30,824			23,710
Accounts payable and accrued expenses		150,714			38,202
Judgment payable		10,237			71,544
Related party accounts payable		(66,200	)		85,484

Net Cash Used in Operating Activities		(46,928	)		(72,211	)


INVESTING ACTIVITIES		-			-


FINANCING ACTIVITIES
Bank overdraft		(398	)		737
Proceeds from related party payables		47,300			-
Proceeds from notes payable - related party		-			71,500

Net Cash Provided by Financing Activities		46,902			72,237

NET INCREASE (DECREASE) IN CASH		(26	)		26
CASH AT BEGINNING OF PERIOD		26			-

CASH AT END OF PERIOD	$	-		$	26


SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION

CASH PAID FOR:
Interest	$	-		$	-
Income Taxes		-			-

NON CASH FINANCING ACTIVITIES:
Common stock issued to settle notes payable	$	-		$	270,000
Settlement of related-party payable	$	-		$	61,323

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

ANOTEROS, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Deficit
							Additional						Total
	Common Stock						Paid-in			Accumulated			Stockholders'
	Shares			Amount			Capital			Deficit			Deficit
Balance, December 31, 2010		37,113,092		$	37,113		$	11,446,524		$	(13,353,613	)	$	(1,869,976	)
Common stock issued for services		7,778,230			7,778			7,142,780			-			7,150,558
Common stock issued in
settlement of debt		3,470,415			3,470			3,186,898			-			3,190,368
Recapitalization		3,448,887			3,449			(264,064	)		-			(260,615	)
Common stock sold for cash		2,000,000			2,000			198,000			-			200,000
Fair value of employee stock options		-			-			134,688			-			134,688
Net loss for the year
ended December 31, 2011		-			-			-			(9,664,538	)		(9,664,538	)
Balance, December 31, 2011		53,810,624			53,810			21,844,826			(23,018,151	)		(1,119,515	)
Common stock issued for
services		739,128			739			110,869			-			111,608
Common stock issued for debt		6,000,000			6,000			263,999			-			269,999
Settlement of related-party debt		-			-			61,323			-			61,323
Common shares cancelled		(13,173,839	)		(13,174	)		13,174
Fair value of employee stock options		-			-			169,634			-			169,634
Net loss for the year
ended December 31, 2012		-			-			-			(627,800	)		(627,800	)
Balance, December 31, 2012		47,375,913		$	47,375		$	22,463,825		$	(23,645,951	)	$	(1,134,751	)

Page 19

~~The~~ANOTEROS, ~~accompanying~~INC. ~~notes~~AND ~~are an integral part of these consolidated financial statements.~~SUBIDIARY

15Notes to Consolidated Financial Statements

~~Table~~December of31, ~~Contents~~2013 and December 31, 2012

ANOTEROS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
	For the Years Ended
	December 31,
	2012			2011
OPERATING ACTIVITIES
Net loss	$	(627,800	)	$	(9,664,538	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Common stock issued for services		111,608			7,150,558
Fair value of employee stock options		169,634			134,688
Expenses paid on behalf of company by related parties		8,407			-
Loss gain on conversion of debt		-			(49,125	)
Loss (gain) on conversion of debt		-			1,641,199
Gain on spin-off of subsidiary					(60,480	)
Loss on settlement of debt		9,500			-
Bad debt expense		37,500			-
Changes in operating assets and liabilities
Accounts receivable		-			(37,500	)
Accrued interest		23,710			49,591
Accounts payable and accrued expenses		38,202			441,315
Judgment payable		71,544			-
Related party accounts payable and accrued expenses		85,484			(43,348	)
Net Cash Used in Operating Activities		(72,211	)		(437,640	)
INVESTING ACTIVITIES		-			-
FINANCING ACTIVITIES
Cash acquired in acquistion of subsidiary		-			168
Common stock sold for cash		-			200,000
Stock offering costs paid		-			-
Bank overdraft		737			113
Proceeds from related party payables		-			426,221
Repayments of related party payables		-			(176,380	)
Proceeds from notes payable - related party		71,500			-
Repayments of notes payable		-			(12,500	)
Net Cash Provided by Financing Activities		72,237			437,622
NET INCREASE (DECREASE) IN CASH		26			(18	)
CASH AT BEGINNING OF PERIOD		-			18
CASH AT END OF PERIOD	$	26		$	-
The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

ANOTEROS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
	For the Years Ended
	December 31,
	2012		2011
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest	$	-	$	2,126
Income Taxes		-		-
NON CASH FINANCING ACTIVITIES:
Common stock issued to settle notes payable	$	270,000	$	3,190,368
Common stock issued for distributorship rights	$	-	$	260,615
Settlement of related-party payable	$	61,323	$	-

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

Table of Contents

ANOTEROS, INC. AND SUBIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012 and December 31, 2011

NOTE 1 – NATURE OF OPERATIONS

COA Holdings, Inc. (“the Company”) was incorporated in the state of Nevada on June 27, 2008. The Company began operations as Allow Card of America, Inc. (“ACOA”), which is incorporated in the state of Delaware on August 19, 2003. As ACOA grew, additional wholly owned subsidiaries were formed (“the Group”). COA was formed to act as the parent company to the group of companies. Accordingly, the financial statements are presented as a recapitalization of the Group, with the historical financial statements of the Group presented as those of the Company.

Effective April 29, 2011, the Company, entered into an Agreement and Plan of Merger with Anoteros, Inc. (“Anoteros”), a Nevada corporation, whereby Anoteros acquired the Company through the merger of its newly formed subsidiary, Antero Payment Solutions, Inc. Antero Payment Solutions, Inc. was the surviving corporation and a wholly-owned subsidiary of Anoteros. Upon completion of the transaction, the former Company shareholders owned approximately 48,361,737 restricted shares of the Company’s common stock, representing 93% of the outstanding common stock of the combined entity. As a result, the acquisition has been recorded as a reverse merger with the Company being treated as the accounting acquirer and Anoteros as the legal acquirer (accounting acquiree). Accordingly, the historical financial statements of the Company are presented as those of the combined entity.

The Company has developed software for prepaid cards that functions between the Company, the credit card processor, and the banks. The Company provides data capture, card issuance, reporting, fraud, compliance, and consulting for the prepaid card industry.

NOTE 2 – GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles 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. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. During the year ended December 31, ~~2012~~2013 the Company realized a net loss of $~~627~~173,~~800~~603 and has incurred an accumulated deficit of $23,~~645~~991,~~951~~538. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Page 20

ANOTEROS, INC. AND SUBIDIARY

Notes to Consolidated Financial Statements

December 31, 2013 and December 31, 2012

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of these financial statements in conformity with generally accepted accounting principles in the United States 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. The Company regularly evaluates estimates and assumptions related to valuation allowances on accounts receivable, valuation and amortization policies on property and equipment, and valuation allowances on deferred income tax losses. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable

Table of Contents

ANOTEROS, INC. AND SUBIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012 and December 31, 2011

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates (Continued)

under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31.

Principles of Consolidation

The consolidated financial statements include the accounts of Anoteros, Inc. and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of December 31, ~~2012~~2013 and ~~2011~~2012 the Company had $-260- and $-0-26 of cash, respectively. The Company had no cash equivalents.

Concentration of Credit Risk

Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company ~~had~~occasionally ~~approximately~~maintains amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high quality financial institutions. The Company had $0 of cash balances in excess of federally insured limits at December 31, ~~2012~~2013 and ~~2011~~2012, respectively.

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the existing accounts receivable balance. The Company determines the allowance for doubtful accounts based upon historical write-off experience and current economic conditions. The adequacy of its allowance for doubtful accounts is reviewed on a regular basis. Receivable balances past due over 120 days, which exceed a specified dollar amount, are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts totaled $~~37,500~~-0- and $-0- as of December 31, ~~2012~~2013 and ~~2011~~2012, respectively.

Fair Value of Financial Instruments

The Company adopted the standard issued by the FASB, which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

~~Level~~Page 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.21

ANOTEROS, INC. AND SUBIDIARY

Notes to Consolidated Financial Statements

December 31, 2013 and December 31, 2012

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash, accounts receivable, loans payable, and accounts payable and accrued expenses, approximate their fair market value based on the short-term maturity of these instruments.

Table of Contents

ANOTEROS, INC. AND SUBIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012 and December 31, 2011

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments (Continued)

The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2012, on a non-recurring basis:

Description	Level 1		Level 2		Level 3			Total
Notes Payable	$	-	$	-	$	(164,470	)	$	(164,470	)
Total	$	-	$	-	$	(164,470	)	$	(164,470	)

The standard issued by the FASB concerning the fair value option for financial assets and liabilities, became effective for the Company on January 1, 2008. The standard establishes a fair value option that permits entities to choose to measure eligible financial instruments and certain other items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value options have been elected in earnings at each subsequent reporting date. For the years ended December 31, 2012 and 2011, there were no applicable items on which the fair value option was elected.

Revenue Recognition

The Company applies the provisions of ASC 605, "Revenue Recognition in Financial Statements", which provides guidance on the recognition, presentation and disclosure of revenue in financial statements filed with the SEC. ASC 605 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue related to goods and services provided when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

Stock-Based Compensation

The Company follows the provisions of ASC 718 which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The Company uses the Black-Scholes pricing model for determining the fair value of stock based compensation. Equity instruments issued to non-employees for goods or services are accounted for at fair value and are ~~amortized~~marked ~~over~~to ~~the~~market until service ~~period~~is complete or a performance commitment date is reached, whichever is earlier.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

In July, 2006, the FASB issued ASC 740, Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a return. ASC 740 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. ASC 740 became effective as of January 1, 2007 and had no impact on the Company’s financial statements. The charge for taxation is based on the results for the year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

20Basic and Diluted Net income (Loss) per Share

~~Table~~The Company computes net income (loss) per share in accordance with ASC 260 which requires presentation of ~~Contents~~both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2013 and 2012 there were 90,000 and 1,735,944 common stock equivalents outstanding, respectively.

~~ANOTEROS,~~Page ~~INC. AND SUBIDIARIES~~22

~~Notes~~ANOTEROS, toINC. ~~the~~AND ~~Consolidated Financial Statements~~SUBIDIARY

~~December~~Notes ~~31,~~to ~~2012~~Consolidated ~~and~~Financial ~~December 31, 2011~~Statements

December 31, 2013 and December 31, 2012

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~Basic~~Recent ~~and~~Accounting ~~Diluted Net Loss per Share~~Pronouncements

The Company ~~computes~~has ~~net~~evaluated ~~loss~~recent ~~per~~accounting ~~share~~pronouncements ~~in accordance with ASC 260 which requires presentation of both basic~~ and ~~diluted~~their ~~earnings~~adoption ~~per~~has ~~share~~not ~~(EPS)~~had onor ~~the face of the income statement. Basic EPS~~ is ~~computed~~not byexpected ~~dividing net loss available~~ to ~~common~~have ~~shareholders~~a ~~(numerator)~~material byimpact ~~the~~on ~~weighted average number of shares outstanding (denominator) during~~ the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the years ended December 31, 2012 and 2011, the Company’s ~~1,645,944~~financial ~~and 2~~position,~~645,944~~ ~~warrants~~or ~~and options, respectively, are excluded from the computation of diluted earnings per share as they are anti-dilutive~~statements.

Reclassification

Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation.

NOTE 4 – RELATED PARTY TRANSACTIONS

~~Accounts~~During ~~Payable~~the year ended December 31, 2012 the Company borrowed an aggregate total of $20,500 from various related parties. These notes are unsecured, accrue no interest, and ~~Accrued~~are ~~Expenses~~due on demand. During the year ended December 31, 2013 the Company borrowed an additional $47,300 on these notes. The outstanding aggregate balance on these notes was $67,800 and $20,500 as of December 31, 2013 and 2012, respectively.

During the year ended December 31, 2012 the Company accrued $66,200 in unpaid salary due to its chief financial officer and director.

Credit Line Agreement

On October 7, 2011, the Company executed a Credit Line Agreement (the "Credit Line") with South Bay Capital (the “Lender”), an entity controlled by a significant shareholder. Under the terms of the Credit Line, the Company may borrow, from time to time, up to the principal amount of $370,000 until September 15, 2013 the Maturity Date (“Maturity Date”). The annual interest rate of the Credit Line is 8%. On the election of Lender, the outstanding principal and accrued interest may be repaid either in cash or the Lender shall have the right to convert all or any portion of the outstanding principal amount and accrued interest into fully paid and non-assessable shares of Company’s common stock. The Company issued 6,000,000 shares of common stock to Robert O’Connor pursuant to an indemnity agreement with Mr. O’Conner to settle the debt owed to Mr. O’Conner relating to the Credit Line with South Bay Capital. As of the issuance date of August, 22, 2012 the Company owed $260,500 in principle and $11,143 in accrued interest on the Credit Line. The Company owed $-0- of principle and $-0- of accrued interest on the Credit Line as of December 31, 2012.

Notes Payable – Related Parties

During the year ended December 31, 2012 the Company borrowed an aggregate total of $20,500 from various related parties. These notes are unsecured, accrue no interest, and are due on demand. As of December 31, 2012 the outstanding aggregate balance on these notes was $20,500.

NOTE 5 – NOTES PAYABLE

~~During~~As ~~the~~of ~~years ended~~ December 31, ~~2012~~2013 and ~~2011~~2012, the Company had outstanding notes payable of $82,877 ~~and $74,470, respectively~~. The notes bear interest from 10zero ~~percent~~ to 12% ~~percent~~ per annum, ~~with one non-interest bearing note,~~ are unsecured and due on demand.

During the ~~year~~years ended December 31, ~~2011~~2013 and 2012, the Company made ~~principal~~no ~~payments~~new ~~totaling~~borrowings ~~$12,500 and accrued interest of $49,591~~ on these notes~~. During the year ended December 31~~, ~~2011,~~made ~~the~~no ~~Company~~principal ~~converted principle of $830~~payments,~~385~~ and accrued interest of $~~493~~7,~~494~~745 ~~into~~and ~~3,246,939 shares of common stock valued at~~ $26,~~984~~262,~~925~~ ~~based on the fair value of the stock at time of issuance~~respectively. ~~The~~At ~~Company~~December ~~accordingly~~31, ~~recognized~~2013 aaggregate ~~loss~~accrued interest on ~~the~~these ~~conversion of the~~ notes oftotaled $147,~~661,046~~131.

~~During~~NOTE ~~the~~6 ~~year~~– ~~ended~~CONVERTIBLE ~~December~~NOTES ~~31, 2012, the Company made no new borrowings on these notes, made no principal payments, and accrued interest of $7,766 on these notes.~~PAYABLE

21On September 15, 2011 the Company borrowed $209,500 from a related-party. The note accrued interest at eight percent per annum and was due in full on September 15, 2013. During the year ended December 31, 2012 the Company borrowed an additional $51,000 pursuant to the terms of the note. On August 22, 2012 the Company converted the entire principal balance of the note, along with $11,143 in accrued interest, into 6,000,000 shares of the Company’s common stock. As of December 31, 2013 and 2012 the note had been satisfied in full.

~~Table~~As of ~~Contents~~December 31, 2013 and 2012, the Company had outstanding notes payable of $90,000. The notes bear interest from 15 to 21 percent per annum, are unsecured and due on demand. The notes are convertible into shares of the Company’s common stock at the option of the lender at a conversion price of $1.00 per share.

~~ANOTEROS~~During the years ended December 31, ~~INC~~2013 and 2012, the Company made no new borrowings on these notes, made no principal payments, and accrued interest of $16,200 and $17,448, respectively. Aggregate ~~AND~~accrued ~~SUBIDIARIES~~interest on these notes totaled $108,445 and $92,245 as of December 31, 2013 and 2012, respectively.

Notes to the Consolidated Financial Statements

December 31, 2012 and December 31, 2011

NOTE 6 – MERGER

Effective April 29, 2011, the Company, entered into an Agreement and Plan of Merger with Anoteros, Inc. (“Anoteros”), a Nevada corporation, whereby Anoteros acquired the Company through the merger of its newly formed subsidiary, Antero Payment Solutions, Inc. Antero Payment Solutions, Inc. was the surviving corporation and a wholly-owned subsidiary of the Company. As a result of the merger, the Company will continue its current line of business as a wholly-owned subsidiary of Anoteros and will conduct its future operations under the name Antero Payment Solutions, Inc. Upon completion of the transaction, the former Company shareholders owned approximately 48,361,737 restricted shares of the combined entity’s common stock, representing 93% of the outstanding common stock of the Company. As a result, the acquisition has been recorded as a reverse merger with the Company being treated as the accounting acquirer and Anoteros as the legal acquirer (accounting acquiree).

As a result the Merger Agreement:

a) each outstanding share of the Company’s common stock was cancelled, extinguished and converted into and become the right to receive their pro rata portion of the Merger Consideration which shall be equal to the number of shares of Company Common Stock held by each Compnay Shareholder multiplied by the Exchange Ratio of 0.739127395 (the “Exchange Ratio”), rounded, if necessary, up to the nearest whole share of restricted Common Stock of the Company. Based on the Exchange Ratio, as a result of the Merger, the Company Shareholders own approximately 48,361,737 restricted shares of the combined entity.

b) each Compnay Warrant to purchase shares of Company Common Stock, whether vested or unvested, ceased to represent a right to acquire shares of Company Common Stock and were be converted, without any action on the part of such Warrant Holder, into a warrant to purchase shares of restricted the Company’s Common Stock on the same terms and conditions as were applicable under such Company Warrant prior to the Effective Time. The number of shares of Company Common Stock subject to each such Company Warrant is equal to the number of shares of Company Common Stock subject to each such Company Warrant multiplied by the Exchange Ratio, rounded, if necessary, up to the nearest whole share of Company Common Stock, and such Company Warrant shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio;

c) the number of shares which each Convertible Note is entitled to convert into Company Common Stock, was adjusted such that such Convertible Note represents a right to acquire the number of shares of Company Common Stock equal to the number of shares of Company Common Stock subject to each such Convertible Note multiplied by the Exchange Ratio, rounded, if necessary, up to the nearest whole share of Company Common Stock, and have a conversion price per share (rounded to the nearest cent) equal to the per share conversion price specified in such Convertible Note divided by the Exchange Ratio.

NOTE 7 – COMMON STOCK

~~Effective~~On ~~April~~June 2919, ~~2011,~~2013 the Company issued 3100,~~448,887~~000 shares of common stock inas apayment ~~recapitalization~~on ~~with~~an ~~COA~~account ~~Holdings,~~payable ~~Inc. Immediately~~to ~~following~~an ~~the~~unrelated ~~acquisition,~~third ~~the~~party ~~shareholders~~entity. The ofshares ~~the~~were ~~COA~~valued ~~Holdings,~~at ~~Inc~~$0.011 ~~owned~~per ~~approximately~~share, ~~93%~~being of the ~~total~~market ~~shares~~value ~~outstanding~~on of the ~~combined~~date ~~entity~~of issuance.

During the year ended December 31, 2011, the Company issued 3,470,415 shares of common stock to extinguish liabilities and accrued interest totaling $1,549,168. The shares were valued at $3,190,367 based on the estimated fair value of the shares on the dates of issuance. Accordingly, the Company recognized a net loss on conversion of debt of $1,641,199.

During the year ended December 31, 2011, the Company issued 7,778,230 shares of common stock to officers and consultants in exchange for services. The shares were valued based on the estimated fair value of the shares on the dates of issuance. Accordingly, the Company recorded $7,150,558 as professional fees.

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ANOTEROS, INC. AND SUBIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2012 and December 31, 2011

NOTE 7 – COMMON STOCK (Continued)

During the year ended December 31, 2011, the Company issued 2,000,000 shares of common stock for cash proceeds of $200,000.

On January 30, 2012, the Company issued 739,128 shares of common stock to officers for services rendered totaling $111,608.

On August 22, 2012, The Company issued 6,000,000 shares of common stock to Robert O’Conner pursuant to an indemnity agreement with Mr. O’Conner to settle the debt owed to Mr. O’Conner relating to the Credit Line with South Bay Capital. As of the issuance date of August, 22, 2012 the Company owed $260,500 in principal and $911,~~499~~143 in accrued interest on the Credit Line. The issuance fully satisfied the debt.

On May 8, 2012 the Company cancelled 13,173,839 shares of common stock pursuant to a Settlement Agreement and General Mutual Release with several former officers and directors.

~~NOTE~~Page ~~8 – SPIN-OFF OF DOOLITTLE SUBSIDIARY~~23

~~Effective September 14~~ANOTEROS, 2011, the Company entered into an Assignment and Assumption Agreement whereby it agreed to transfer: a) 100% of its ownership of its subsidiary Doolittle Edutainment Corp, and b) all its rights to an intercompany receivable in the amount of $32,185 owed to the Company by DoolittleINC. In ~~exchange~~AND for this transfer, it was agreed that the Company would also assign to Doolittle certain Company liabilities, totaling $98,987. Pursuant to this transaction, the Company recorded a Gain on Spin-off of Subsidiary in the amount of $60,480.SUBIDIARY

~~NOTE~~Notes 9to –Consolidated ~~INCOME~~Financial ~~TAXES~~Statements

~~The Company’s provision for income taxes was $0 for the years ended~~ December 31, ~~2012~~2013 and ~~2011 respectively since the Company incurred net operating losses which have a full valuation allowance through~~ December 31, 2012.

~~ASC~~NOTE ~~740~~8 ~~requires~~– ~~the~~INCOME reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a full valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is calculated by multiplying a 39% marginal tax rate by the cumulative Net Operating Loss (“NOL”) of $9,094,802. The total valuation allowance is equal to the total deferred tax asset. TAXES

The ~~tax~~Company’s ~~effects~~provision offor ~~significant~~income ~~items~~taxes ~~comprising~~was $0 for the years ended December 31, 2013 and 2012 respectively since the Company's incurred net ~~deferred~~operating ~~taxes~~losses aswhich ofhave ~~December~~a ~~31,~~full ~~2012~~valuation ~~and~~allowance ~~2011~~through ~~were~~December as31, ~~follows:~~ 2013.

	2012			2011
Cumulative NOL	$	9,094,802		$	8,569,110
Deferred Tax assets:
(34% Federal, 5% CA)
Net operating loss carry forwards		8,723,686			8,478,844
Stock-based compensation		(5,886,134	)		(5,842,607	)
Loss on extinguishment of debt		709,421			705,716
Valuation allowance		(3,546,973	)		(3,341,953	)
	$	-		$	-

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a full valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is calculated by multiplying a 43% marginal tax rate by the cumulative Net Operating Loss (“NOL”) of $7,650,765. The total valuation allowance is equal to the total deferred tax asset.

23 The tax effects of significant items comprising the Company's net deferred taxes as of December 31, 2013 and 2012 were as follows:

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	2013			2012
Cumulative NOL	$	7,650,765		$	7,477,162

Deferred Tax assets:
(34% Federal, 9% CA)
Net operating loss carry forwards		9,308,090			9,230,020
Stock-based compensation		6,117,217			6,117,217
Loss on extinguishment of debt		-			-
Valuation allowance		(3,190,873	)		(3,112,803	)
	$	-		$	-

~~ANOTEROS,~~The ~~INC~~income tax provision differs from the amount of income tax determined by applying the U.S. ~~AND~~federal ~~SUBIDIARIES~~and state income tax rates of 43% to pretax income from continuing operations for the years ended December 31, 2013 and 2012 due to the following:

Notes to the Consolidated Financial Statements

	2013			2012
Income tax benefit at U. S. federal statutory rates:	$	(78,070	)	$	(282,234	)
Stock based comp		6,117,217			6,117,217
Change in valuation allowance		(6,039,147	)		(5,834,893	)
	$	-		$	-

The Company adopted the provisions of ASC 740 at the beginning of fiscal year 2008. As a result of this adoption, the Company has not made any adjustments to deferred tax assets or liabilities. The Company did not identify any material uncertain tax positions on returns that have been filed or that will be filed. The Company did not recognize any interest or penalties for unrecognized tax benefits during the years ended December 31, ~~2012~~2013 and 2012, nor were any interest or penalties accrued as of December 31, ~~2011~~2013.

~~NOTE~~The 9Company –has ~~INCOME~~filed ~~TAXES~~income ~~(CONTINUED)~~tax returns in the United States and Arizona. All tax years prior to 2010 are closed by expiration of the statute of limitations. The years ended December 31, 2013, 2012, and 2011 are open for examination.

The ~~income~~Company’s ~~tax~~net ~~provision~~state ~~differs~~and ~~from the amount of income tax determined by applying the U.S.~~ federal ~~and~~operating ~~state~~loss ~~income~~carry ~~tax~~forwards ~~rates~~ of ~~39%~~approximately to$3,440,573 ~~pretax~~expire ~~income~~in ~~from~~various ~~continuing operations for the~~ years ~~ended~~beginning ~~December~~in ~~31,~~2024 ~~2012~~ and ~~2011~~carrying ~~due~~forward tothrough ~~the following:~~2034.

	2012			2011
Income tax benefit at U. S. federal statutory rates:	$	(244,842	)	$	(3,739,170	)
Stock issued for assets and services		43,527			52,528
(Gain) Loss on extinguishment of debt		(3,705	)		19,159
Change in valuation allowance		205,020			3,697,483
	$	-		$	-

Page 24

~~The Company adopted the provisions of ASC 740 at the beginning of fiscal year 2008. As a result of this adoption~~ANOTEROS, ~~the Company has not made any adjustments to deferred tax assets or liabilities~~INC. ~~The~~ ~~Company~~AND did not identify any material uncertain tax positions on returns that have been filed or that will be filed. The Company did not recognize any interest or penalties for unrecognized tax benefits during the years ended December 31, 2012 and 2011, nor were any interest or penalties accrued as of December 31, 2012.SUBIDIARY

~~The~~Notes ~~Company has filed income tax returns in the United States and Arizona. All tax years prior~~ to ~~2009~~Consolidated ~~are~~Financial ~~closed by expiration of the statute of limitations. The years ended December 31, 2012, 2011, and 2010 are open for examination.~~Statements

~~The~~December ~~Company’s~~31, ~~net~~2013 ~~state~~ and ~~federal~~December ~~operating loss carry forwards of approximately $9~~31,~~094,802~~ ~~expire in various years beginning in 2024 and carrying forward through 2034.~~2012

NOTE 109 – WARRANTS AND OPTIONS

A summary of the status of the Company’s options and warrants as of December 31, ~~2012~~2013 and changes during the periods ended December 31, ~~2012~~2013 and ~~2011~~2012 is presented below:

Description	Warrant Shares			Exercise Price		Value if Exercised
Outstanding at 12/31/09		1,645,944		$	0.95	$	1,563,647
Granted		-			-		-
Exercised		-			-		-
Cancelled		-			-		-
Expired		-			-		-
Outstanding at 12/31/10		1,645,944		$	0.95	$	1,563,647
Granted		1,000,000		$	3.00	$	3,000,000
Exercised		-			-		-
Cancelled		-			-		-
Expired		-			-		-
Outstanding at 12/31/11		2,645,944		$	1.72	$	4,563,647
Granted		-			-		-
Exercised		-			-		-
Cancelled		(1,000,000	)	$	3.00	$	(3,000,000	)
Expired		-			-		-
Outstanding at 12/31/12		1,645,944		$	0.95	$	1,563,647
Granted		-			-		-
Exercised		-			-		-
Cancelled		-			-		-
Expired		(1,645,944	)		-		-
Outstanding at 12/31/13		-			-		-

The warrants were granted in connection with the common stock offering and debt conversion and were valued using the Black-Scholes Options Pricing Model.

24NOTE 10 – SIGNIFICANT EVENTS

~~Table~~During the year ended December 31, 2013 the Company received notification that it was responsible for certain past-due payroll tax liabilities incurred by the Company in 2009 and 2010, prior to the Anoteros/COA Holdings merger. The Company determined that the payroll tax transactions had not been recorded during the 2009 and 2010 fiscal years. As a result, the Company has erroneously understated accrued payroll tax liabilities and accumulated deficit by $171,984 in all reporting periods subsequent to the Anoteros/COA merger in April, 2011. Upon discovery of ~~Contents~~this error, the Company performed an evaluation of the error pursuant to the SEC’s Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”). As a result of the evaluation of the error under SAB 108, the Company determined that the error was not material, in any qualitative or quantitative sense, to the Company’s previously audited financial statements, and therefore, no restatements were necessary. Pursuant to SAB 108, the correcting adjustment has been reflected in these financial statements as an increase of $171,984 to accounts payable and accrued expenses and a corresponding increase in accumulated deficit.

~~ANOTEROS,~~NOTE ~~INC.~~11 ~~AND~~– ~~SUBIDIARIES~~SUBSEQUENT EVENTS

Notes to the Consolidated Financial Statements

December 31, 2012 and December 31, 2011

NOTE 11 – SIGNIFICANT EVENTS

On December 24, 2012, the Company’s President and CEO resigned his position with the Company.

NOTE 12 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and there are no additional material subsequent events to report.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On March 12, 2013, Lake & Associates CPA’s LLC (“Lake & Associates”) resigned as the independent registered public accounting firm of the Company. The resignation was accepted by the Board of Directors of the Company (the “Board”).None

On March 12, 2013, the Board of Directors approved the appointment of Sadler Gibb & Associates, LLC as the independent registered public accounting firm of the Company.

During the Company’s two most recent fiscal years and the subsequent interim periods preceding Sadler Gibb & Associates, LLC engagement, neither the Company nor anyone on behalf of the Company consulted with Sadler Gibb & Associates, LLC regarding the application of accounting principles to any specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements, and Sadler Gibb & Associates, LLC did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or any matter that was the subject of a “disagreement” or a “reportable event,” as such terms are defined in Item 304(a)(1) of Regulation S-K.

During the two most recent fiscal years and through the date of this report, there were no (1) disagreements with Lake & Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to its satisfaction would have caused Lake & Associates to make reference in its reports on the Company’s financial statements for such years to the subject matter of the disagreement, or (2) “reportable events,” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.

The audit reports of Lake & Associates on the financial statements of the Company, during the periods from June 27, 2008 through March 12, 2013, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that the reports stated there is substantial doubt about the Company’s ability to continue as a going concern.

The Company has requested that Lake & Associates furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of such letter, dated March 12, 2013, indicating that it is in agreement with such disclosures is filed as Exhibit 16.1 to this Form 8-K.

On July 11, 2011, Lake & Associates, CPA’s (“Lake”) was engaged as the registered independent public accountant for the Company and HJ Associates & Consultants, LLP (“HJ”) was dismissed as the registered independent public accountant for the Company. The decisions to appoint Lake and dismiss HJ were approved by the Board of Directors of the Company on July 11, 2011.

Other than the disclosure of uncertainty regarding the ability for us to continue as a going concern, which was included in our accountant’s report on the financial statements for the years ended December 31, 2010 and 2009, HJ’s reports on the financial statements of the Company for the years ended December 31, 2010 and 2009 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. For the two most recent fiscal years and any subsequent interim period through HJ's termination on July 11, 2011, HJ disclosed the uncertainty regarding the ability of the Company to continue as a going concern in its accountant’s report on the financial statements.

In connection with the audit and review of the financial statements of the Company through July 11, 2011, there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with HJ's opinion to the subject matter of the disagreement.

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In connection with the audited financial statements of the Company for the years ended December 31, 2010 and 2009 and interim unaudited financial statements through March 31, 2011, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K.

Prior to July 11, 2011, the Company did not consult with Lake regarding (1) the application of accounting principles to specified transactions, (2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided a copy of the foregoing disclosures to HJ prior to filing a Current Report on Form 8-K with the Securities & Exchange Commission (“SEC”) on July 14, 2011 (the “Form 8-K”) and requested that HJ furnish it with a letter addressed to the SEC stating whether or not it agrees with the statements in the Form 8-K. A copy of the letter furnished in response to that request was filed as Exhibit 16.1 to the Form 8-K.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Based on an evaluation as of the date of the end of the period covered by this 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 not 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 Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, (as defined in Rule 13a-15(f)) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2011. In making this assessment, our management, including our Principle Executive Officer and Principle Financial Officer, used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management, including our Principal Executive Officer, has concluded that, as of December 31, ~~2012~~2013, our internal control over financial reporting is not effective based on those criteria.

Changes in Internal Control over Financial Reporting

Our management, including our Principal Executive Officer and Principal Financial Officer, has evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

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The Company is not required by current SEC rules to include, and does not include, an auditor’s attestation report. The Company’s registered public accounting firm has not attested to Management’s reports on the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.

~~Identification~~Identify of ~~Directors~~directors and ~~Executive~~executive ~~Officers~~officers

~~The~~Our ~~following~~directors ~~table~~and ~~sets~~executive ~~forth~~officers ~~the~~as ~~names and ages~~ of ~~our~~December ~~current~~31, ~~director(s)~~2013 ~~and~~are ~~executive~~as ~~officer(s)~~follows:

Name	Age		Positions and Offices	~~Position(s)~~Directorship ~~with the Company~~Term	~~Director~~Period ~~Since~~of Service as a Director
Michael Lerma		46		CFO, Treasurer, Secretary, & Director	April 29, 2011
Blain Burke	51		President, CEO, Secretary and Director	One Year	September 2013 to Present
Frederick Pettit		76		Director	February 4, 2013
Ronald Hudson	64		Director	One Year	November 2013 to Present
Robert O'Connor		69		Director	April 29, 2011
Frederick Pettit	76		Director	One Year	February 2013 to Present
Robert O’Connor	69		Director	One Year	August 2003 to Present
Perry W. Slaton	56		Director	One Year	October 1, 2013 to Present

The board of directors has no nominating, audit or compensation committee at this time.

Term of Office

Each of our officer(s) is elected by the Company’s Board of Directors and their terms of office are at the discretion of the Board. Our officer(s) serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors. Each of our directors is elected by the Company’s Board of Directors and shall hold office until the next annual meeting of stockholders and until his/her successor shall have been duly elected and qualified. At the present time, members of the Board of Directors are not compensated for their services to the Board.

Significant Employees

There are no significant employees other than Blain Burke.

Family Relationships

There are no family relationships between any directors or executive officers of Anoteros, either by blood or by marriage.

Background and Business Experience

The business experience during the past five years of the persons presently listed above as an Officer or Director of the Company is as follows:

Blain Burke – Mr. ~~Michael~~Burke ~~Lerma~~was ~~– Mr~~appointed as a Director, the Chief Executive Officer, President, Chief Financial Officer, and Secretary on September 19, 2013. ~~Michael~~From ~~Lerma~~2011 –to the present Mr. ~~Lerma~~Burke has ~~over~~served 20as ~~years’~~Chief ~~experience~~Executive ~~working~~Officer ~~for~~and aPresident ~~number~~ of ~~Fortune~~Surge ~~100~~Power ~~companies~~LLC, ~~across~~an ~~multiple~~alternative ~~industries~~energy ~~such~~ provider; from 2006 to the present Mr. Burke has served as ~~investment~~Chief ~~banking,~~Executive ~~financial~~Officer ~~services,~~and ~~pharmaceutical~~President of IVault Systems Inc., a merchant gateway and ~~executive~~ ~~recruiting.~~debit ~~Mr.~~card ~~Lerma~~platform ~~was~~licensing ~~employed~~business; ~~for~~from ~~over~~2002 ato ~~decade~~2012 asMr. ~~a senior~~Burke ~~telecom~~served ~~analyst~~as inChief ~~the~~Executive ~~Management~~Officer and Information ~~Systems~~Technology ~~division~~ Officer at ~~the~~IVault ~~Wall~~Systems ~~Street~~Inc.; ~~firms~~and ~~Goldman~~from ~~Sachs~~2008 &to ~~Co,~~2011 ~~TIAA-CREF,~~Mr. ~~Chase Manhattan~~Burke ~~Bank~~served ~~and~~as ~~Kodak.~~Chief ~~While~~Executive Officer at ~~those~~Firewall ~~firms~~Security LLC, ~~his~~a ~~responsibilities included:~~compliance ~~project~~company ~~management,~~specializing ~~performance~~in ~~improvement~~banking and ~~corporate strategy~~payment processing compliance.

~~From~~Page 2003 to 2011, Mr. Lerma expanded his business expertise into management consulting providing services such as business development, executive recruiting, project management, research & analysis, business proposals/presentations, improving efficiency and management sourcing. The Board of Directors appointed Mr. Lerma as th interim Chief Executive Officer and Chief Financial Officer due to his business background and managment experience in the financial sector and his strong managerial skills that the Company believes will be a valuable asset.27

~~Robert~~Ronald H.Hudson ~~O'Connor~~- – Mr. ~~O’Connor~~Hudson ~~has~~appointed ~~been~~as ~~the~~a ~~owner~~Director ofon ~~O'Connor~~November ~~Investment~~13, ~~Company~~2013. ~~for~~Mr. ~~over~~Hudson 30has ~~years. He~~been ~~has~~the ~~developed~~Chief ~~substantial~~Executive ~~business~~Officer ~~experience~~of inSuperior ~~the~~Wall ~~course~~Systems, ofInc. ~~originating~~since ~~real~~its ~~estate~~inception ~~loans~~on ~~and~~December ~~business~~3, ~~loans~~1979, inChief ~~California. Mr.~~Executive ~~O'Connor~~Officer isof anSWS ~~early~~Panel, ~~stage~~Inc. ~~investor~~since inits ~~several~~inception ~~notable~~on ~~companies~~September 11, ~~including Mail.com~~2013, ~~which~~and isChief aExecutive ~~media~~Officer ~~company~~of ~~that~~SWS isTruss, ~~currently~~Inc. ~~expanding~~since ~~into~~its ~~India~~inception ~~and~~on ~~China~~September 11, 2013. HeSuperior ~~has~~Wall ~~been~~Systems, aInc. ~~member~~provides offireproofing, ~~the~~metal ~~Board~~framing, ofgypsum ~~Directors~~board, ofacoustical ~~National~~ceilings, ~~Automation~~lath ~~Services~~and plaster, ~~Inc.~~cast products, ~~since~~EIFS, ~~2007~~and specialty finishes to private clients and public agencies. ~~Mr.~~SWS ~~O'Connor~~Panel ~~has~~& ~~developed~~SWS ~~substantial~~Truss ~~real~~provide ~~estate~~prefabricated ~~and~~metal ~~business~~stud ~~projects,~~panels and hefloor ~~has~~systems ~~achieved~~and ~~successful~~roof ~~results~~structures ~~with~~used ~~these~~in ~~projects. Mr.~~hotel ~~O'Connor~~construction ~~earned~~and ~~his~~apartment, ~~Law~~student ~~Degree~~housing, inand ~~1975~~retirement atand ~~Lincoln~~assisted ~~University~~living projects.

28Robert H. O'Connor – Mr. O’Connor was appointed as a Director on April 29, 2011. Mr. O’Connor has been the owner of O'Connor Investment Company for over 30 years. He has developed substantial business experience in the course of originating real estate loans and business loans in California. Mr. O'Connor is an early stage investor in several notable companies, including Mail.com, which is a media company that is currently expanding into India and China. He has been a member of the Board of Directors of National Automation Services, Inc., since 2007. Mr. O'Connor has developed substantial real estate and business projects, and he has achieved successful results with these projects. Mr. O'Connor earned his Law Degree in 1975 at Lincoln University.

~~Table~~Frederick D. Pettit – Mr. Pettit was appointed as a Director on February 4, 2013. Mr. Pettit has over 30 years of ~~Contents~~senior level experience in the financial services and banking industry. Mr. Pettit has held senior level positions with Citigroup and Credit Suisse First Boston, including being head of Citigroup’s businesses in The Netherlands, France, Germany and Austria. His experience has encompassed investor relations, fund raising, strategic and operational planning, financial control and auditing, human resources, IT, trading and asset management, mergers and acquisitions, governmental relations, etc. He was recruited by Credit Suisse First Boston to become Chief Operating Officer for all activities outside the US and Switzerland. This was followed by a return to Citigroup as head of international Private Banking, and moved on to become the Chief Operating Officer of the Private Bank at Chemical Bank, prior to Chemical’s acquisitions of Manufacturers Hanover, Chase and JPMorgan.

~~Identification~~Mr. Pettit is a graduate of ~~Significant~~Princeton ~~Employees~~University, magna cum laude, and the University of Pennsylvania Law School.

WePerry ~~have~~W. noSlaton ~~significant~~- Mr. ~~employees~~Slayton ~~other~~was ~~than~~appointed Mras a Director on October 1, 2013. For ~~Michael~~over ~~Lerma~~20 years, ~~our~~Mr. Slaton has served as Managing Director and Trustee of Slaton Enterprises Trust, ~~Chief~~a ~~Financial~~California ~~Officer~~Business Asset Holding Trust. The Trust acquires bank instruments, ~~Treasurer~~securities and real estate assets, ~~Secretary~~utilized for the benefit of the trust as well as to provide funding and ~~Director~~credit facilities for private clients of the Trust.

~~Family Relationship~~Directorships

WeNo ~~currently~~Director doof ~~not~~Anoteros ~~have~~or ~~any~~person ~~officers~~nominated or ~~directors~~chosen to become a Director holds any other directorship in any company with a class of ~~our~~securities ~~Company~~registered ~~who~~pursuant ~~are~~to ~~related~~section 12 of the Exchange Act or subject to ~~each~~the requirements of section 15(d) of such Act or any other company registered as an investment company under the Investment Company Act of 1940.

Involvement in Certain Legal Proceedings

During the past ten years, no present or former director, executive officer or person nominated to become a director or an executive officer of Anoteros has been or filed:

A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

Page 28

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii.

Engaging in any type of business practice; or

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation; or

ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Promoters and Control Persons

None.

Page 29

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors and persons who own more than ten percent of the our 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 Anoteros 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 Anoteros and representations from certain reporting persons, Anoteros believes that for the fiscal year ended December 31, 2013, none of the current officers, directors and more than 10% beneficial owners have complied with the above described filing requirements.

Audit Committee and Audit Committee Financial Expert

The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

The Company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Code of Ethics

Our Board of Directors has not adopted a Code of Ethics (the “Code”) due to the fact that we presently only have two directors 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.

~~Compliance~~Page ~~with Section 16(a) of the Exchange Act~~30

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended December 31, 2012, Forms 5 and any amendments thereto furnished to us with respect to the year ended December 31, 2012, and the representations made by the reporting persons to us, we believe that during the year ended December 31, 2012, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.

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ITEM 11. EXECUTIVE COMPENSATION

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 periods ended December 31, ~~2012~~2013 and ~~2011~~2012 (collectively, the “Named Executive Officers”):

Summary Compensation Table

Name and Principal Position	Year Ended Dec. 31	Salary ($)		Stock Award(s) ($)		Option Awards $		Non-Equity Incentive Plan Compen-sation		All Other Compen-sation ($)		Total ($)
(a)	(b)	(c)		(e)		(f)		(g)		(i)(1)		(j)
Blain Burke(1)	2013	$	120,000		0	$	0		0	$	0	$	120,000
Director, President, CEO	2012	$	0		0	$	0		0	$	0	$	0
CFO and Secretary

Ronald Hudson	2013	$	0		0	$	0		0	$	0	$	0
Director	2012	$	0		0	$	0		0	$	0	$	0

Frederick D. Pettit	2013	$	0		0	$	0		0	$	0	$	0
Director	2012	$	0		0	$	0		0	$	0	$	0

Robert O’Connor	2013	$	0		0	$	0		0	$	0	$	0
Director	2012	$	0		0	$	0		0	$	0	$	0

Perry W. Slaton	2013	$	0		0	$	0		0	$	0	$	0
Director	2012	$	0		0	$	0		0	$	0	$	0

Name and Principal Position	Fiscal Year Ended 12/31	Salary ($)				Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Michael Lerma (1) CFO, Treasurer, Secretary, and Director	2012		-0-				-0-		-0-		-0-		-0-		-0-		-0-		-0-
	2011		-0-				-0-		-0-		-0-		-0-		-0-		-0-		-0-
Michael J. Sinnwell, Jr. (2) Former President, CEO, CFO, Treasurer, Secretary, and Director	2012		-0-				-0-		-0-		-0-		-0-		-0-		-0-		-0-
	2011		-0-				-0-		-0-		-0-		-0-		-0-		-0-		-0-
George Chachas(3) Former President, CEO, CFO, Treasurer, Secretary, and Director	2012		-0-				-0-		-0-		-0-		-0-		-0-		-0-		-0-
	2011	$	20,000	(4	)		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Charles Potter, CEO and President	2012		-0-				-0-		-0-		-0-		-0-		-0-		-0-		-0-
	2011		-0-				-0-		-0-		-0-		-0-		-0-		-0-		-0-

(1) These amounts represent accrued unpaid salary based on Mr. Burke’s annual salary of $120,000 per year.

(1)	On December 21, 2011, Mr. Michael Lerma agreed to act as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director.
(2)	On May 26, 2010, Mr. Michael J. Sinnwell, Jr. agreed to act as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director. Mr. Sinnwell, Jr. resigned from all positions with the Company on December 21, 2011.

(3)	On December 27, 2006, George G. Chachas agreed to act as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director. Mr. Chachas resigned from all positions with the Company on April 29, 2011.
(4)	During 2010, George G. Chachas was compensated for his services as an officer of the Company at the rate of $5,000 per quarter.

Narrative Disclosure to Summary Compensation Table

~~There~~On ~~are~~September no19, ~~employment contracts~~2013, ~~compensatory~~Mr. ~~plans~~Burke orwas ~~arrangements,~~appointed ~~including~~as ~~payments~~a toDirector, bePresident, ~~received~~CEO, ~~from~~CFO ~~the~~and ~~Company~~Secretary. Mr. ~~with~~Burke ~~respect~~will toreceive ~~any~~a ~~executive~~salary ~~officer~~of $120,000 ~~that~~per ~~would~~year, ~~result in payments~~ to ~~such~~be ~~person~~accrued ~~because~~and ofpaid ~~his~~as orresources ~~her resignation~~permit, ~~retirement~~and orwill ~~other~~be ~~termination~~eligible offor ~~employment~~one ~~with the Company,~~ or ~~its~~more ~~subsidiaries,~~bonuses ~~any~~to ~~change~~be ingranted ~~control,~~at orthe adiscretion ~~change~~of in the ~~person~~Registrant’s ~~responsibilities~~Board ~~following a change in control~~ of ~~the Company~~Directors.

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Outstanding Equity Awards at Fiscal Year-End

No executive officer or director received any equity awards, or holds exercisable or unexercisable options, as of the year ended December 31, ~~2012~~2013.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

Page 31

Compensation Committee

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

Compensation of Directors

~~Our~~There ~~directors~~was ~~receive~~no ~~shares~~compensation ofpaid ~~our~~to ~~common~~any ~~stock~~director ~~for~~who ~~services~~was ~~performed~~a asNamed ~~Members~~Executive ofOfficer during the ~~Company’s~~year ~~Board~~ended ~~Directors~~December 31, 2013.

There are no employment contracts, compensatory plans or arrangements, including payments to be received from Anoteros with respect to any Director that would result in payments to such person because of his or her resignation with Anoteros, or its subsidiaries, any change in control of Anoteros. 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.

ITEM 12. 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 voting securities of any person known to Anoteros to be the beneficial owner of more than five percent, as of the close of business on December 31, 2013.

(1)	(2)	(3)	(4)
Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Common Stock	Blain Burke 609 Deep Valley Drive, Suite 200 Rolling Hills Estates, California 90274	0	0.00%

Common Stock	Ronald Hudson 1232 E. Orangethorpe Avenue Fullerton, CA 92831	7,665,917	16.11%

Common Stock	Frederick Pettit 310 Singing Brook Circle Santa Rosa, CA 95409	0	0.00%

Common Stock	Robert O’Connor 330 Primrose Road, Suite 216 Burlingame, CA 94010	9,202,523	19.34%

Common Stock	Perry W. Slaton 1616 Blanco Drive Las Vegas, NV 89031	0	0.00%

Page 32

Security Ownership of Management

The following table sets forth ~~certain information concerning~~ the ~~number~~amount ofand ~~shares~~nature of ~~our~~beneficial ~~Common~~ownership ~~Stock~~of ~~owned~~any ~~beneficially~~class as of ~~April~~voting ~~16,~~securities ~~2013, by: (i) each~~ of ~~our~~all current, directors; ~~(ii)~~and ~~each of our named~~ executive officers; ~~and~~of ~~(iii)~~Anoteros ~~each~~as ~~person or group known by us to beneficially own more than 5%~~ of ~~our~~the ~~outstanding~~close ~~shares~~ of ~~common~~business ~~stock. Unless~~on ~~otherwise~~December ~~indicated~~31, ~~the shareholders listed below possess sole voting and investment power with respect to the shares they own~~2013.

Name and Address of Beneficial Owner	Title of Class		Amount and Nature of Beneficial Ownership (1) (#)			Percent of Class (2) (%)
(1)		(2)		(3)	(4)
Michael Lerma (3) 6601 Center Drive West, Suite 500 Los Angeles, CA 90045	Common			369,564			0.78	%
Title of Class		Name and Address of Beneficial Owner		Amount and Nature of Beneficial Owner	Percent of Class
Robert O’Connor (4) 6601 Center Drive West, Suite 500 Los Angeles, CA 90045	Common			6,431,158			13.57	%
Common Stock		Blain Burke 609 Deep Valley Drive, Suite 200 Rolling Hills Estates, California 90274		0	0.00%
All Officers and Directors as a Group (2 Person)	Common			6,800,722			14.35	%
Common Stock		Ronald Hudson 1232 E. Orangethorpe Avenue Fullerton, CA 92831		7,665,917	16.11%
3JP’s 34328 Vermont Ave. #300 Harbor City, CA 90710	Common			8,498,876			17.94	%
Common Stock		Frederick Pettit 310 Singing Brook Circle Santa Rosa, CA 95409		0	0.00%
Common Stock		Robert O’Connor 330 Primrose Road, Suite 216 Burlingame, CA 94010		9,202,523	19.34%
Common Stock		Perry W. Slaton 1616 Blanco Drive Las Vegas, NV 89031		0	0.00%

Table of Contents

(1) The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

(2) Based on 47,375,913 issued and outstanding shares of Common Stock as of April 19, 2013.

(3) Mr. Michael Lerma is a Director and the Company’s, CFO, Treasurer and Secretary. His beneficial ownership includes 369,546 Common Shares, which have been authorized but not issued as of the date of this report.

(4) Mr. Robert O’Connor is a member of the Company’s Board of Directors and his beneficial ownership is 6,431,158 that include an additional 369,546 Common Shares, which have been authorized but not issued as of the date of this report.

Changes in Control

~~There~~To the best of Anoteros’ knowledge there are no present arrangements or pledges of ~~the Company’s~~ securities, which may result in a change in control ~~of the Company~~.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Related Party Transactions

~~None~~During of the ~~directors~~fiscal oryears ~~executive~~ended ~~officers~~December of31, ~~the Company~~2013, ~~nor~~Anoteros ~~any~~has ~~person~~not ~~who~~been ~~owned~~a ofparty ~~record or was known~~ to ~~own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor~~ any ~~associate~~transactions orbetween ~~affiliate of such~~ persons orwho ~~companies,~~were ~~has~~executive ~~any material interest~~officers, ~~direct or indirect~~directors, ~~in any transaction that has occurred during the past fiscal year,~~ or inprincipal ~~any proposed transaction, which has materially affected or will affect the Company~~stockholders..

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

· Disclosing such transactions in reports where required; · Disclosing in any and all filings with the SEC, where required;

· Obtaining disinterested directors consent; and, · Obtaining shareholder consent where required.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of common stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

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According to the NASDAQ definition, Michael Lerma is not an independent director because he is also an executive officer of the Company.

According to the NASDAQ definition, Robert H. O’Connor is an independent director.

Review, Approval or Ratification of Transactions with Related Persons

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

Promoters and Certain Control Persons

There have been no material transactions, series of similar transactions, currently proposed transactions, or series of similar transactions, to which Anoteros is to be a party, in which any promoter or founder, or any member of the immediate family of any of the foregoing persons, had a material interest.

Page 33

Director Independence

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

During ~~2012,~~the wefiscal ~~were~~year ~~billed~~ended byDecember ~~our~~31, ~~former accountants~~2013, ~~Lake~~we &incurred ~~Associates,~~ approximately $2010,000 in fees to our principal independent accountants for ~~audit~~professional ~~and~~services ~~review~~rendered ~~fees~~in ~~associated~~connection with ~~our~~the ~~10-K~~audit and ~~10-Q~~reviews ~~filings~~of our financial statements for fiscal year ended December 31, 2013.

During ~~2011~~the fiscal year ended December 31, 2012, we ~~were~~incurred ~~billed~~approximately by$20,000 in fees to our our former accountants, Lake & Associates, ~~approximately~~for ~~$17,000~~professional ~~for~~services rendered in connection with the audit and ~~review~~reviews ~~fees~~of ~~associated~~our ~~with~~financial ~~our~~statements ~~10-K~~for ~~and~~fiscal ~~10-Q~~year ~~filings~~ended December 31, 2012.

Audit-Related Fees

The aggregate fees billed during the fiscal years ended December 31, 2013 and 2012 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

~~During~~The ~~2012~~aggregate fees billed during the fiscal years ended December 31, we2013 ~~were~~and ~~billed~~2012 for professional services rendered by our ~~former~~principal ~~accountants~~accountant tax compliance, ~~Lake~~tax &advice ~~Associates,~~and ~~approximately~~tax planning was $0 ~~for~~and ~~tax~~$0, ~~work~~respectively.

During 2011, we were billed by our former accountants, Lake & Associates, approximately $0 for tax work.

All Other Fees

~~During~~The ~~2012~~aggregate fees billed during the fiscal years ended December 31, we2013 ~~were~~and ~~billed~~2012 for products and services provided by our ~~former~~principal independent accountants, ~~Lake~~(other &than ~~Associates,~~the ~~approximately~~services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $0 ~~for~~and ~~other~~$0, ~~work~~respectively.

During 2011, we were billed by our former accountants, Lake & Associates, approximately $0 for other work.

Board of Directors Pre-Approval Process, Policies and Procedures

Our principal auditors have performed their audit procedures in accordance with pre-approved policies and procedures established by our Board of Directors. Our principal auditors have informed our Board of Directors of the scope and nature of each service provided. With respect to the provisions of services other than audit, review, or attest services, our principal accountants brought such services to the attention of our Board of Directors prior to commencing such services.

Page 34

PART IV

ITEM 15.

EXHIBITS.

(a) Financial ~~Exhibits~~Statements.

33(i) The Balance Sheet of Anoteros, Inc., as of December 31, 2013 and 2012, the Statements of Operations for the years ended December 31, 2013 and 2012, the Statements Stockholders’ Equity (Deficit) from December 31, 2009 to December 31, 2013, and of Cash Flows for the years ended December 31, 2013 and 2012, and together with the notes thereto and the reports of Sadler, Gibb & Associates thereon appear in Item 8 and are included in this report.

~~Table~~(b) Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of ~~Contents~~Regulation S-K.

Exhibit
Number	Description of Exhibit	~~Filing~~
2.01	Agreement and Plan of Merger by and among the Company, Antero Payment Solutions Inc., and COA Holdings, Inc. dated March 29, 2011	Incorporated by reference to our Form 8-K filed with the SEC on March 30, 2011.
31.01	Certification of CFO Pursuant to Rule 13a-14(a) and 15d-14(a), filed herewith
3.01	Articles of Incorporation	Incorporated by reference to our Registration Statement on Form 10SB filed on April 12, 2007.
31.02	Certification of CFO Pursuant to Rule 13a-14(a) and 15d-14(a), filed herewith
3.01(a)	Restated Articles of Incorporation	Incorporated by reference to our Registration Statement on Form 10SB filed on April 12, 2007.
32.01	Certification Pursuant to Section 1350 of Title 18 of the United States Code, filed herewith
3.01(b)	Certificate of Change Pursuant to NRS 78.209	Incorporated by reference to our Form 8-K filed with the SEC on September 18, 2009.
3.02	Bylaws	Incorporated by reference to our Registration Statement on Form 10SB filed on April 12, 2007.
4.01	2007 Long Term Incentive Plan	Incorporated by reference to our Form 10-KSB filed with the SEC on April 29, 2008.
10.01	Literary Agent Agreement by and between Doolittle Edutainment Corp. and Geraldine Blecker dated September 25, 2009	Incorporated by reference to our Form 8-K filed with the SEC on September 29, 2009.
10.02	Lock-Up Agreement by and between COA Holdings, Inc. and Tom Kelley dated April 5, 2011	Incorporated by reference to our Form 8-K filed with the SEC on May 3, 2011.
10.03	Lock-Up Agreement by and between COA Holdings, Inc. and Greg Geller dated April 6, 2011	Incorporated by reference to our Form 8-K filed with the SEC on May 3, 2011.
10.04	Lock-Up Agreement by and between COA Holdings, Inc. and Tom Smith dated April 7, 2011	Incorporated by reference to our Form 8-K filed with the SEC on May 3, 2011.
10.05	Lock-Up Agreement by and between COA Holdings, Inc. and Glenn Geller dated April 7, 2011	Incorporated by reference to our Form 8-K filed with the SEC on May 3, 2011.
10.06	Lock-Up Agreement by and between COA Holdings, Inc. and Gaden Griffin dated April 7, 2011	Incorporated by reference to our Form 8-K filed with the SEC on May 3, 2011.
10.07	Lock-Up Agreement by and between COA Holdings, Inc. and Marla Beans dated April 12, 2011	Incorporated by reference to our Form 8-K filed with the SEC on May 3, 2011.
10.08	Employment Agreement by and between the Company and Michael J. Sinnwell, Jr. dated April 12, 2011	Incorporated by reference to our Form 8-K filed with the SEC on May 3, 2011.
10.09	Confidential Information and Invention Assignment Agreement by and among the Company, Antero Payment Solutions, Inc., and Michael J. Sinnwell Jr. dated April 13, 2011	Incorporated by reference to our Form 8-K filed with the SEC on May 3, 2011.
10.10	Option Agreement by and among the Company, Doolittle Edutainment Corp. and George Chachas dated April 29, 2011	Incorporated by reference to our Form 8-K filed with the SEC on May 3, 2011.
10.11	Employment Agreement by and between Antero Payment Solutions, Inc. and Kevin Vining dated April 29, 2011	Incorporated by reference to our Form 8-K filed with the SEC on May 3, 2011.
10.12	Confidential Information and Invention Assignment Agreement by and between Antero Payment Solutions, Inc. and Kevin Vining dated April 29, 2011	Incorporated by reference to our Form 8-K filed with the SEC on May 3, 2011.
10.13	Distribution Agreement by and between Antero Payment Solutions, Inc. and TFG Card Solutions dated July 21, 2011	Incorporated by reference to our Form 8-K filed with the SEC on July 27, 2011.

34 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.

~~Table~~Page ~~of Contents~~35

10.14	Independent Sales Representative Agreement by and between Antero Payment Solutions, Inc. and Veritec Financial Systems, Inc. dated July 21, 2011	Incorporated by reference to our Form 8-K filed with the SEC on July 27, 2011.
10.15	Joint Venture Agreement by and among Antero Payment Solutions, Inc. and Veritec Financial Systems, Inc. dated August 29, 2011	Incorporated by reference to our Form 8-K filed with the SEC on September 1, 2011.
10.16	Assignment and Assumption Agreement by and among the Company, Doolittle Edutainment Corp. and George Chachas dated September 14, 2011	Incorporated by reference to our Form 8-K filed with the SEC on September 19, 2011.
10.17	Private Labeled Agreement by and between Antero Payment Solutions, Inc. and PayRoll Innovations, LLC dated October 3, 2011	Incorporated by reference to our Form 8-K filed with the SEC on October 5, 2011.
10.18	Credit Line Agreement by and between the Company and South Bay Capital dated October 7, 2011	Incorporated by reference to our Form 8-K filed with the SEC on October 11, 2011.
10.19	Private Labeled Agreement by and between Antero Payment Solutions, Inc. and Consolidated Fleet Management Corp. dated October 20, 2011	Incorporated by reference to our Form 8-K filed with the SEC on October 21, 2011.
16.01	Letter from HJ Associates & Consultants, LLP dated July 14, 2011	Incorporated by reference to our Form 8-K filed with the SEC on July 14, 2011
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS*	XBRL Instance Document	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the ~~Company~~Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ANOTEROS, INC.
	Anoteros, Inc.
Dated: April 19, 2013	/s/ Michael Lerma
Dated: November 20, 2014
	By: Michael Lerma
	By: Blaine Burke
	Its: Chief Financial Officer & Principal Financial Officer (Principal Accounting Officer)
	Its: President and Secretary, CEO and Principal Executive Officer Chief Financial Officer and Principal Accounting Officer

35Pursuant 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: November 20, 2014
	By: Blaine Burke, Director




Dated: November 20, 2014
	By: Ronald Hudson, Director



Dated: November 20, 2014
	By: Don Martino, Director

Page 36

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