UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: ~~June~~September 30, 2014

Commission File Number 000-52561

ANOTEROS, INC.

(Exact name of Registrant as specified in its charter)

Nevada		88-0368849
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

609 Deep Valley Drive, Suite 200, Rolling Hills, California 90274

(Address of principal executive offices, Zip Code)

(218) 940-2274

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 o No x

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 x No o

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

Large accelerated filer	o	Accelerated filer	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 x

As of December 1519, 2014 there were 56, 125,913 shares of the registrant’s $0.001 par value common stock issued and outstanding.

TABLE OF CONTENTS


	Page
PART I - OTHER INFORMATION
Item 1. Financial Statements

Condensed Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013	1

Condensed Statements of Operations for the three and nine months ended September 30, 2014 and September 30, 2013 (unaudited)	2

Condensed Statements of Cash Flows for the nine months ended September 30, 2014 and September 30, 2013 (unaudited)	3

Notes to the Condensed Financial Statements (unaudited)	4

Item 2. Management’s Discussion and Analysis of the Financial Condition and Results of Operations	7

Item 3. Quantitative and Qualitative Disclosures about Market Risk	8

Item 4. Controls and Procedures	9

PART II - OTHER INFORMATION

Item 1. Legal Proceedings	9

Item 1A. Risk Factors	9

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	9

Item 5. Other Information	10

Item 6. Exhibits	11

	Page
PART I - OTHER INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of June 30, 2014 and December 31, 2013	1
Condensed Statements of Operations for the three months ended June 30, 2014 and June 30, 2013	2
Condensed Statements of Cash Flows for the three months ended June 30, 2014 and June 30, 2013	3
Notes to the Condensed Financial Statements	4
Item 2. Management’s Discussion and Analysis of the Financial Condition and Results of Operations	7
Item 3. Quantitative and Qualitative Disclosures about Market Risk	8
Item 4. Controls and Procedures	8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	9
Item 1A. Risk Factors	9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 5. Other Information	9
Item 6. Exhibits	11

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," “ANOS”, and the "Company” refers to Anoteros, Inc.

~~Table of Contents~~ (ii)

ANOTEROS, INC. AND SUBIDIARY

Condensed Consolidated Balance Sheets

ASSETS
	June 30,			December 31,
	September 30,			December 31,
	2014			2013
	(Unaudited)
CURRENT ASSETS
Cash	$	59-		$	-
Total Current Assets		59-			-
TOTAL ASSETS	$	59-		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	~~612~~617,~~264~~985		$	611,706
Accounts payable and accrued expenses
related party		~~180~~210,~~520~~438			120,684
Judgement payable		~~181~~184,~~517~~966			174,730
Accrued interest		~~170~~176,~~879~~915			159,005
Bank overdraft		-6			452
Payroll taxes payable		171,984			171,984
Notes payable - related party		68,800			67,800
Notes payable		82,877			82,877
Convertible debentures		90,000			90,000
Total Current Liabilities		1,~~558~~603,~~841~~971			1,479,238
TOTAL LIABILITIES		1,~~558~~603,~~841~~971			1,479,238
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, 44,675,913 and 47,675,913
at $0.001 par value, 55,175,913 and 47,675,913
shares issued and outstanding, respectively		4455,~~675~~175			47,675
Additional paid-in capital		22,~~480~~889,~~126~~626			22,464,625
Accumulated deficit		(24,~~083~~548,~~583~~772	)		(23,991,538	)
Total Stockholders' Deficit		(1,~~558~~603,~~782~~971	)		(1,479,238	)
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT	$	59-		$	-

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

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ANOTEROS, INC. AND SUBIDIARY

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended						For the ~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
	2014			2013			2014			2013
REVENUES	$	-		$	~~136~~40		$	-		$	~~488~~528
COST OF SALES		-			-			-			-
GROSS PROFIT		-			~~136~~40			-			~~488~~528
OPERATING EXPENSES
Professional fees		15425,~~510~~721			~~14,233~~-			16441,~~135~~856			22,455
Bad debt expense		-			-			-			-
Officer compensation		29,918			3,616			89,754			33,082
Wages and payroll		30,247			14,466			59,836			29,466
General and administrative		64			341			304			7,668
General and administrative		135			4,428			240			7,326
Total Operating Expenses		455,703			3,957			531,914			63,205
Total Operating Expenses		45,892			33,127			76,211			59,247
OPERATING LOSS		(455,703	)		(3,917	)		(531,914	)		(62,677	)
OPERATING LOSS		(45,892	)		(32,991	)		(76,211	)		(58,759	)
OTHER EXPENSE
Interest expense		(9,~~382~~486	)		(119,~~157~~549	)		(1828,~~835~~321	)		(1828,~~660~~209	)
Gain on settlement of debt		~~3,000~~-			-			3,000			-
Total Other Expense		(69,~~382~~486	)		(119,~~157~~549	)		(1525,~~835~~321	)		(1828,~~660~~209	)
LOSS BEFORE INCOME TAXES		(52465,~~274~~189	)		(4413,~~148~~466	)		(92557,~~046~~235	)		(7790,~~419~~886	)
PROVISION FOR INCOME TAXES		-			-			-			-
NET LOSS	$	(52465,~~274~~189	)	$	(4413,~~148~~466	)	$	(92557,~~046~~235	)	$	(7790,~~419~~886	)
BASIC AND DILUTED LOSS
BASIC LOSS PER SHARE	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING:
BASIC AND DILUTED		4546,~~100~~273,~~913~~739			47,675,913			46,~~395~~354,~~526~~484			47,~~675~~679,913

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

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ANOTEROS, INC. AND SUBIDIARY

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Six Months Ended
	For the Nine Months Ended
	June 30,
	September 30,
	2014			2013
OPERATING ACTIVITIES
Net loss	$	(92557,~~046~~235	)	$	(7790,~~419~~886	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Common stock issued for services		12432,500			-
Warrants and options issued for services		-			-
Bad debt expense		-			-
Changes in operating assets and liabilities
Accrued interest		1117,~~874~~910			1117,~~874~~973
Accounts payable and accrued expenses		~~560~~6,281			6,~~194~~193
Judgment payable		610,~~787~~236			610,~~786~~237
Related party accounts payable and accrued expenses		5989,~~836~~754			2427,~~396~~542
Net Cash Used in Operating Activities		(~~489~~554	)		(28,~~169~~941	)
INVESTING ACTIVITIES		-			-
FINANCING ACTIVITIES
Bank overdraft		(~~452~~446	)		~~(545~~120	)
Proceeds from related party payables		1,000			28,800
Proceeds from notes payable		-			-
Net Cash Provided by Financing Activities		~~548~~554			28,~~255~~920
NET CHANGE IN CASH		59			86
NET INCREASE (DECREASE) IN CASH		-			(21	)
CASH AT BEGINNING OF PERIOD		-			26
CASH AT END OF PERIOD	$	59-		$	~~112~~5
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest	$	-		$	-
Income Taxes		-			-

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

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ANOTEROS, INC. AND SUBIDIARY

Notes to the Condensed Consolidated Financial Statements

~~June~~September 30, 2014 and December 31, 2013

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited balance sheets of the Company at ~~June~~September 30, 2014 and related unaudited statements of operations, and cash flows for the three and ~~six~~nine months ended ~~June~~ September 30, 2014 and 2013, have been prepared by management in conformity with United States generally accepted accounting principles and the rules of the ~~Unites~~United States Securities and Exchange Commission. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the December 31, 2013 audited financial statements. Operating results for the period ended ~~June~~September 30, 2014, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2014 or any other subsequent period.

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 ~~six~~nine months ended ~~June~~September 30, 2014 the Company realized a net loss of $92557,~~046~~235 and has incurred an accumulated deficit of $24,~~083~~548,~~583~~772. 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.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, COA Holdings, Inc. All significant intercompany balances and transactions have been eliminated.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

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ANOTEROS, INC. AND SUBIDIARY

Notes to the Condensed Consolidated Financial Statements

~~June~~September 30, 2014 and December 31, 2013

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basic and Diluted Net Income (Loss) per Share

The Company computes net income (loss) per share in accordance with ASC 260 which requires presentation of 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 or the conversion of convertible debt. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the ~~six~~nine-month periods ended ~~June~~September 30, 2014 and 2013, the Company’s -0- warrants and options, respectively, are excluded from the computation of diluted earnings per share as they are anti-dilutive. In addition, the 190,278 and 182,245 shares issuable upon conversion of convertible debt at ~~June~~September 30, 2014 and 2013, respectively, are also excluded from the computation of diluted earnings per share as they are anti-dilutive.

NOTE 4 – RELATED PARTY TRANSACTIONS

Accounts Payable and Accrued Expenses

During the ~~six~~nine months ended ~~June~~September 30, 2014 the Company accrued $5989,~~836~~754 in unpaid salary due to its former chief financial officer, and made no payments.

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. During the year ended December 31, 2013, the Company borrowed an additional $47,300 under the same terms. During the ~~six~~nine months ended ~~June~~September 30, 2014 the Company borrowed an additional $1,000 under the same terms. The outstanding principal balance on the notes totaled $68,800 and $67,800 as of ~~June~~September 30, 2014 and December 31, 2013, respectively.

NOTE 5 – NOTES PAYABLE

At ~~June~~September 30, 2014 and December 31, 2013, the Company had outstanding notes payable of $82,877. The notes bear interest from 10 percent to 12 percent per annum, with one non-interest bearing note, are unsecured and due on demand.

During the ~~six~~nine months ended ~~June~~September 30, 2014 and the year ended December 31, 2013, the Company made no new borrowings on these notes, and made no principal payments. The Company accrued interest on the notes in the amounts of $35,~~841~~793 and $7,745 for the ~~six~~nine months ended ~~June~~September 30, 2014 and the year ended December 31, 2013, respectively.

NOTE 6 – CONVERTIBLE DEBENTURES

At ~~June~~September 30, 2014 and December 31, 2013 the Company had three outstanding convertible debentures totaling an aggregate of $90,000. These debentures are due to various unrelated parties and were originated during the 2005 and 2007 fiscal years. The debentures are convertible into shares of the Company’s common stock at a conversion price of $1.00 per share. Each of the debentures in currently in default, and is accruing interest at the default rate of 18 percent per annum. The Company accrued interest on the notes in the amounts of $812,~~034~~117 and $16,200 for the ~~six~~nine months ended ~~June~~September 30, 2014 and the year ended December 31, 2013, respectively. As of ~~June~~September 30, 2014 and December 31, 2013 the Company had a total of $~~116~~120,~~478~~561 and $108,445 in accrued interest payable relating to these debentures.

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ANOTEROS, INC. AND SUBIDIARY

Notes to the Condensed Consolidated Financial Statements

~~June~~September 30, 2014 and December 31, 2013

NOTE 7 – COMMON STOCK

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 $9,499 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.

On June 19, 2013 the Company issued 100,000 shares of common stock as payment on an account payable to an unrelated third party entity. The shares were valued at $0.011 per share, being the market value on the date of issuance.

On April 15, 2014 the Company cancelled 3,250,000 shares of common stock held by a former director of the Company.

On April 30, 2014 the Company issued 250,000 shares of common stock to a former director for services rendered. The shares were valued at $0.05 per share, being the market value on the date of issuance, resulting in a total value of $12,500.

On September 16, 2014 the Company issued 10,500,000 shares of common stock to various individuals as payment for services rendered. The shares were valued at $0.04 per share, being the market value of the shares on the date of issuance, resulting in an aggregate value of $420,000.

NOTE 8 – SUBSEQUENT EVENTS

Subsequent to ~~June~~September 30, 2014 the Company issued 11750,~~250,~~000 shares of common stock as payment for services rendered, and an additional 200,000 shares as payment on outstanding debts.

Management performed an evaluation of Company activity through the date the financial statements were issued, and has concluded that there are no other significant subsequent events requiring disclosure.

~~Page~~ 6

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

RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this periodic report. Some of the statements under “Management’s Discussion and Analysis,” “Description of Business” and elsewhere herein may include forward-looking statements which reflect our current views with respect to future events and financial performance. These statements include forward-looking statements both with respect to us specifically and the alternative fuels engines industry in general. Statements which include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise. The safe harbor provisions of the federal securities laws do not apply to any forward-looking statements contained in this registration statement.

All forward-looking statements address such matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statements you read herein reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our written and oral forward-looking statements attributable to us or individuals acting on our behalf and such statements are expressly qualified in their entirety by this paragraph.

Results of Operations

Effective April 29, 2011, Anoteros, Inc., entered into an Agreement and Plan of Merger with COA Holding, Inc. (“COAH”), a Nevada corporation, whereby Anoteros 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 Anoteros, Inc. As a result of the merger, COAH 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 COAH shareholders owned approximately 48,361,737 restricted shares Anoteros, Inc. common stock, representing 93% of the outstanding common stock of Anoteros. As a result, the acquisition has been recorded as a reverse merger with COAH being treated as the accounting acquirer and the Company as the legal acquirer (accounting acquiree). As such, the activities and results of operations for both COAH and Anoteros have been combined as of the acquisition date. The comparative figures to be mentioned below include only the operations of COAH.

Three months ended ~~June~~September 30, 2014 compared to the three months ended ~~June~~September 30, 2013

For the three months ended ~~June~~September 30, 2014, the Company had revenue of $-0- compared with revenue of $~~136~~40 for the comparable period in 2013. The slight decrease in revenue is due to a cease in operations while the Company was restructured. As the Company enters into new distribution agreements, revenue is expected to increase.

Cost of sales for the three months ended ~~June~~September 30, 2014 was $-0- as it was during the comparable period in 2013.

Operating expenses for the three months ended ~~June~~September 30, 2014 totaled $45455,~~892~~703, of which $30425,~~247~~721 was for professional fees and $29,918 was for wages and payroll, compared to $333,~~127~~957 for the comparable period in 2013, of which $14-0- was for professional fees and $3,~~466~~616 was for wages and payroll. This increase in operating expenses resulted from primarily from increased professional fees during the 2014 period. Of these professional fees, $420,000 was paid through the issuance of 10,500,000 shares of the Company’s common stock. The increased operating expenses also resulted from an increase in accrued officer compensation expense, which was partially offset by a general decrease in business activity during the current period as the Company transitions to a new management group and reformulates its business plans.

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The Company incurred a net loss of $52465,~~274~~189 during the three month period ended ~~June~~September 30, 2014 compared to $4413,~~148~~466 for the comparable period in 2013. As noted above, this ~~slight~~ increase in the Company’s net loss resulted primarily from anincreased ~~increase~~professional infees ~~accrued~~during ~~officer~~the ~~compensation~~2014 ~~expense~~period. Of these professional fees, ~~partially~~$420,000 ~~offset~~was bypaid athrough ~~general~~the ~~decrease~~issuance inof ~~business~~10,500,000 ~~activity~~shares asof the Company’s ~~transitions~~common ~~to a new management group~~stock. Basic net loss per share was $(0.0001) for the three month period ended ~~June~~September 30, 2014, compared to a basic net loss per share of $(0.00) from the comparable period of 2013.

~~Six~~Nine months ended ~~June~~September 30, 2014 compared to the ~~six~~nine months ended ~~June~~September 30, 2013

For the ~~six~~nine months ended ~~June~~September 30, 2014, the Company had revenue of $-0- compared with revenue of $~~488~~528 for the comparable period in 2013. The slight decrease in revenue is due to a cease in operations while the Company was restructured. As the Company enters into new distribution agreements, revenue is expected to increase.

Cost of sales for the ~~six~~nine months ended ~~June~~September 30, 2014 was $-0- as it was during the comparable period in 2013.

Operating expenses for the ~~six~~nine months ended ~~June~~September 30, 2014 totaled $76531,~~211~~914, of which $59441,~~836~~856 was for professional fees and $89,754 was for wages and payroll, compared to $5963,~~247~~205 for the comparable period in 2013, of which $2922,~~466~~455 was for professional fees and $33,082 was for wages and payroll. This increase in operating expenses resulted from primarily from increased professional fees during the 2014 period. Of these professional fees, $420,000 was paid through the issuance of 10,500,000 shares of the Company’s common stock. The increased operating expenses also resulted from an increase in accrued officer compensation expense, which was partially offset by a general decrease in business activity during the current period as the Company transitions to a new management group and reformulates its business plans.

The Company incurred a net loss of $92557,~~046~~235 during the ~~six~~nine month period ended ~~June~~September 30, 2014 compared to $7790,~~419~~886 for the comparable period in 2013. As noted above, this ~~slight~~ increase in the Company’s net loss resulted primarily from anincreased ~~increase~~professional infees ~~accrued~~during ~~officer~~the ~~compensation~~2014 ~~expense~~period. Of these professional fees, ~~partially~~$420,000 ~~offset~~was bypaid athrough ~~general~~the ~~decrease~~issuance inof ~~business~~10,500,000 ~~activity~~shares asof the Company’s ~~transitions~~common ~~to a new management group~~stock. Basic net loss per share was $(0.0001) for the ~~six~~three month period ended ~~June~~September 30, 2014, compared to a basic net loss per share of $(0.00) from the comparable period of 2013.

Liquidity and Capital Resources

As of ~~June~~September 30, 2014, the Company had a negative working capital of $1,~~558~~603,~~782~~971 compared to a negative working capital of $1,479,238 at December 31, 2013. The change in working capital resulted primarily from the Company’s basic operating expenses during the ~~six~~nine months ended ~~June~~September 30, 2014.

During the ~~six~~nine months ended ~~June~~September 30, 2014 the Company experienced negative cash flow of $~~489~~554 from operating activities. The Company met its cash requirements during this period primarily through its debt financing activities, realizing a net cash inflow from financing activities in the amount of $~~548~~554.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed 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 by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of ~~June~~September 30, 2014 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. Please refer to our Annual Report on Form 10-K as filed with the SEC on April 22, 2013, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

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Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

~~On April 30, 2014, subsequent to period covered by this report, pursuant to the Settlement Agreement and General Mutual Release, as described below, entered into by Fredrick D~~1. Quarterly Pettit, the Company, and Antero Payment Solutions, Inc., a subsidiary of the Company, the Company authorized the issuance of 250,000 restricted shares of common stock to Mr. Pettit. No underwriters were used. The securities were issued pursuant to an exemption from registration provided under Section 4(2) of the Securities Act of 1933.Issuances:

~~Subsequent~~On toSeptember ~~June 30~~16, 2014, the Company ~~issued~~authorized 11the issuance of 9,~~250~~600,000 restricted shares of common stock as ~~payment for services rendered, and an additional 200,000 shares as payment on outstanding debts.~~follows:

100,000 restricted shares of Common Stock issued to the Company’s prior legal counsel who in June 2013 entered into an agreement to purchase said 100,000 shares in consideration of the sum of $1,000 via the credit against amounts due and owing by the Company for prior legal services provided;

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1,500,000 restricted shares of Common Stock issued to a consultant in consideration of prior services provided to the Company;

250,000 restricted shares of Common Stock issued to Don Martino, an outside director of the Company in consideration of director services provided to the Company;

250,000 restricted shares of Common Stock issued to Ronald Hudson, an outside director of the Company in consideration of director services provided to the Company;

8,000,000 restricted shares of Common Stock issued to Blain Burke, the President and CEO of the Company, as partial consideration of his services to the Company;

Also on September 16, 2014, the Company entered into an Agreement to retain Chachas Law Group PC as legal counsel for the Company. In lieu of cash which the Company did not have, the Company authorized the issuance of an aggregate of 1,250,000 restricted shares of common stock to be issued and disbursed on a monthly basis. Chachas Law Group agreed that the Company would have the right through December 31, 2014, to repurchase said shares for cash if it were in the position to do so.

No underwriters were used. The securities were issued pursuant to an exemption from registration provided under Section 4(2) of the Securities Act of 1933.

2. Subsequent Issuances: Subsequent to the period covered by this report, on October 2, 2014, pursuant to the agreement reached with Colonial Stock Transfer Co. (“Colonial”), the Company authorized the issuance of 200,000 restricted shares of common stock to Colonial as payment $2,871 due and owing by the Company to Colonial and up to an additional $1,100 of services to be provided by Colonial to the Company. No underwriters were used. The securities were issued pursuant to an exemption from registration provided under Section 4(2) of the Securities Act of 1933.

The Company further issued 750,000 restricted shares of common stock pursuant to the September 16, 2014, agreement entered into with Chachas Law Group set forth above.

ITEM 5. OTHER INFORMATION

~~Settlement Agreements and Releases.~~None

On April 11, 2014, in conjunction with the Company’s undertaking to turn-around and revive and restore the Company’s business opportunities, Michael Lerma, a former officer and director and the Company entered into a Settlement Agreement and General Mutual Release (“Settlement Agreement”) to resolve any uncertainty as to any shares, options or other compensation owing to Mr. Lerma. Pursuant to the terms and conditions of the Settlement Agreement Mr. Lerma retained the 369,564 shares of the Company’s common stock owned by him, released the Company with regard to any claims for any additional shares, options or other compensation that might have be due Mr. Lerma, and Mr. Lerma, the Company, along with Antero Payment Solutions, Inc., a subsidiary of the Company mutually released each other from any and all claims, demands, obligations or causes of action whatsoever.10

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On April 15, 2014, in conjunction with the Company’s undertaking to turn-around and revive and restore the Company’s business opportunities, Robert O’Connor, then a director and the Company entered into a Settlement Agreement and General Mutual Release (“Settlement Agreement”) to resolve any uncertainty as to any shares, options or other compensation owing to Mr. O’Connor. Pursuant to the terms and conditions of the Settlement Agreement, Mr. O’Connor resigned as a director of the Company and agreed to return and cancel 3,250,000 shares of the Company’s common stock previously issued to Mr. O’Connor. Additionally, Mr. O’Connor released the Company with regard to any claims for any additional shares, options or other compensation that might have be due Mr. O’Connor, and Mr. O’Connor, the Company, and Antero Payment Solutions, Inc., a subsidiary of the Company mutually released each other from any and all claims, demands, obligations or causes of action whatsoever.

On April 30, 2014, in conjunction with the Company’s undertaking to turn-around and revive and restore the Company’s business opportunities, Frederick D. Pettit, then a director and the Company entered into a Settlement Agreement and General Mutual Release (“Settlement Agreement”) to resolve any uncertainty as to any shares, options or other compensation owing to Mr. Pettit. Pursuant to the terms and conditions of the Settlement Agreement, Mr. Pettit resigned as a director of the Company and the Company agreed to issue 250,000 restricted shares of the Company’s common stock Mr. Pettit for his past services as a director of the Company; Mr. Pettit released the Company with regard to any claims for any additional shares, options or other compensation that might have be due Mr. Petitt, and Mr. Pettit, the Company, and Antero Payment Solutions, Inc., a subsidiary of the Company mutually released each other from any and all claims, demands, obligations or causes of action whatsoever.

Resignation and Appointment of Directors.

On April 15, 2014, in conjunction with the Company’s undertaking to turn-around and revive and restore the business opportunities of the Company, Robert O’Connor resigned as a director of the Company, and from all position as an officer and/or director of Antero Payment Solutions Inc., a subsidiary of the Company.

On April 25, 2014, for health reasons, Perry Slayton resigned as a director of the Company.

On April 30, 2014, in conjunction with the Company’s undertaking to turn-around and revive and restore the business opportunities of the Company, Frederick D. Pettit resigned as a director of the Company, and from all position as an officer and/or director of Antero Payment Solutions Inc., a subsidiary of the Company.

On April 30, 2014, Don Martino age 65 was appointed a Director of the Company, to serve in such capacity until his successor is elected and qualified. Mr. Martino has owned and operated DMA Inc. for over 30 years. DMA Inc. specializes in direct marketing, payment processing and lead generation services.

With the appointment of Mr. Martino as a director, the current board of directors of the Company is comprised of:

Blain Burke;

Ronald Hudson; and

Don Martino.

Current Officers. The Current sole officer of the Company is Blain Burke who serves as the Chief Executive Officer, President, Chief Financial Officer, and Secretary.

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ITEM 6. EXHIBITS

(a) Documents filed as part of this Report.

1. Financial Statements. The condensed unaudited consolidated Balance Sheet of Anoteros Inc., and subsidiaries as of ~~June~~September 30, 2014 and the audited balance sheet as of December 31, 2013, the condensed unaudited Statements of Operations for the three and six month periods ended ~~June~~September 30, 2014 and 2013, and the condensed unaudited Statements of Cash Flows for the six month periods ended ~~June~~September 30, 2014 and 2013, together with the notes thereto, are included in this Quarterly Report on Form 10-Q.

3. 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 Regulation S-K.

Exhibit
Number	Description of Exhibit
3.1	Restated Articles of Incorporation(1)
3.2	Restated By-Law(2)
31.1	CEO certification pursuant to Section 302 of The Sarbanes – Oxley Act of 2002 (3)
31.2	CFO certification pursuant to Section 302 of The Sarbanes – Oxley Act of 2002 (3)
32.1	CEO and CFO certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
101	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2014 formatted in Extensible Business Reporting Language (“XBRL”): (i) the balance sheets (unaudited) ; (ii) the statements of operations (unaudited); (iii) the statements of cash flows (unaudited); and, (iv) related notes. (3)

(1)	Incorporated by reference to the Form 8-K filed on March 30, 2011;

(2)	Incorporated by reference to the Form 10SB filed on April 12, 2007. Filed herewith

(3)

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files submitted under Exhibit 101 are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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SIGNATURES

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

ANOTEROS, INC.

Dated: December 1819, 2014 /s/ Blain Burke

_______________________________

By: ~~Blaine~~Blain Burke

Its: Chief Financial Officer

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Filing Compare · Anoteros, Inc.