Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
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(Mark
One)
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For
the quarterly period ended December 31,
2009
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[ ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from __________ to __________
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000-51779
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Commission
File Number
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ANTICUS INTERNATIONAL
CORPORATION
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(Exact
name of registrant as specified in its charter)
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Nevada
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98-0375504
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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1155 Rene-Levesque O, Suite 2500, Montreal, QC,
Canada
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H3B 2K4
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(Address
of principal executive offices)
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(Zip
Code)
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(514) 992-1391
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(Registrant’s telephone
number, including area code)
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Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
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Yes
[X] No [ ]
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Yes
[X] No [ ]
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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).
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Yes
[ ] No
[ ]
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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 the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
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Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[ ]
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Smaller
reporting company
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[X]
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(Do
not check if a smaller reporting company)
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
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Yes
[ ] No
[X]
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APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a
court.
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Yes
[ ] No
[ ]
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APPLICABLE
ONLY TO CORPORATE ISSUERS
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51,978,295 common shares outstanding as of
Feburary 4, 2010
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(Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable
date.)
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2
ANTICUS
INTERNATIONAL CORPORATION
TABLE
OF CONTENTS
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Page
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PART
I – FINANCIAL INFORMATION
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Item
1.
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Financial
Statements
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3 |
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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4 |
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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12 |
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Item
4T.
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Controls
and Procedures
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12 |
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PART
II – OTHER INFORMATION
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Item
1.
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Legal
Proceedings
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14 |
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Item
1A.
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Risk
Factors
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14 |
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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14 |
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Item
3.
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Defaults
Upon Senior Securities
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14 |
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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15 |
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Item
5.
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Other
Information
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15 |
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Item
6.
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Exhibits
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15 |
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Signatures
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16 |
i
PART
I
ITEM
1. FINANCIAL STATEMENTS
The
accompanying unaudited interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q and Article 210
8-03 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been
included. All such adjustments are of a normal recurring
nature. Operating results for the six month period ended December 31,
2009, are not necessarily indicative of the results that may be expected for the
fiscal year ending June 30, 2010. For further information refer to
the audited financial statements and footnotes thereto included in the Company’s
Annual Report on Form 10-K for the fiscal year ended June 30, 2009.
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Page
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Unaudited
Consolidated Financial Statements
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Consolidated
Balance Sheets
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F-2 |
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Consolidated
Statements of Operations
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F-3 |
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Consolidated
Statements of Cash Flows
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F-4 |
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Notes
to Unaudited Consolidated Financial Statements
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F-5 to F-11 |
3
ANTICUS
INTERNATIONAL CORPORATION
(A
Development Stage Company)
CONSOLIDATED
FINANCIAL STATEMENTS
December
31, 2009
(Stated in US
Dollars)
(UNAUDITED)
F-1
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ANTICUS
INTERNATIONAL CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
Consolidated
Balance Sheets
December
31, 2009
(EXPRESSED
IN U.S. FUNDS)
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||||||||
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December
31,
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June
30,
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|||||||
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2009
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2009
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|||||||
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(Unaudited)
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(Audited)
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|||||||
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ASSETS
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||||||||
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Current
assets:
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||||||||
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Cash
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$ | 61,714 | $ | 33,180 | ||||
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Prepaid
expenses
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- | 7,064 | ||||||
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Receivable
from taxing authorities
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4,732 | 24,905 | ||||||
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Total
current assets
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66,446 | 65,149 | ||||||
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Deferred
loan fees, net
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1,347 | 4,370 | ||||||
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Property
and equipment-net
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7,922 | 10,891 | ||||||
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Industrial
equipment (note 4)
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27,391 | 27,391 | ||||||
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Intangible
asset- net
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383,950 | 392,878 | ||||||
| Total other assets | 420,610 | 435,530 | ||||||
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Total
assets
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$ | 487,056 | $ | 500,679 | ||||
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LIABILITIES
AND STOCKHOLDERS' EQUITY
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||||||||
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Current
liabilities:
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||||||||
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Accounts
payable and accrued expenses
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$ | 96,845 | $ | 71,674 | ||||
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Loan
payable-related party
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100,000 | - | ||||||
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Accrued
interest on convertible debentures
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8,066 | 7,912 | ||||||
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Convertible
debentures
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200,000 | 200,000 | ||||||
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Total
current liabilities
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404,911 | 279,586 | ||||||
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Total
liabilities
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404,911 | 279,586 | ||||||
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Stockholders'
equity:
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||||||||
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Authorized
common stock:
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||||||||
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75,000,000
shares with a par value of $0.001
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||||||||
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Issued
and outstanding:
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||||||||
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51,978,295
shares at December 31, 2009 and 43,644,960 at
June
30, 2009
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51,980 | 43,645 | ||||||
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Additional
paid-in capital
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2,597,780 | 2,128,615 | ||||||
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Subscriptions
payable
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- | 376,000 | ||||||
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Deficit
accumulated during development stage
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(2,567,615 | ) | (2,327,167 | ) | ||||
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Total
stockholders' equity
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82,145 | 221,093 | ||||||
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Total
liabilities and stockholders' equity
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$ | 487,056 | $ | 500,679 | ||||
The
accompanying notes are an integral part of these financial
statements
F-2
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ANTICUS
INTERNATIONAL CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
Consolidated
Statements of Operations
(EXPRESSED
IN U.S. FUNDS)
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||||||||||||||||||||
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Three
months ended
December
31,
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Six
months ended
December
31,
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Cumulative
amounts from Date of Incorporation (May 1, 2002) through
December
31,
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||||||||||||||||||
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2009
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2008
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2009
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2008
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2009
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(unaudited)
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(unaudited)
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(unaudited)
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(unaudited)
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(unaudited)
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||||||||||||||||
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Revenue
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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Operating
expenses:
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Research
and development
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20,853 | 62 | 55,706 | 1,231 | 313,215 | |||||||||||||||
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General and administrative
expenses
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77,230 | 151,095 | 147,919 | 266,621 | 2,070,457 | |||||||||||||||
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Gain on settlement of
indebtedness
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- | - | - | - | (21,794 | ) | ||||||||||||||
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Foreign
exchange
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2,512 | 2,299 | 4,668 | 2,786 | 9,439 | |||||||||||||||
| (100,595 | ) | (153,456 | ) | (208,293 | ) | (270,638 | ) | (2,371,317 | ) | |||||||||||
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Other
income (expenses)
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||||||||||||||||||||
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Interest
income
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- | - | 792 | - | 3,238 | |||||||||||||||
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Interest
and penalties expense
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(5,520 | ) | (5,769 | ) | (32,947 | ) | (11,536 | ) | (61,846 | ) | ||||||||||
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Loss
from continuing operations
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(106,115 | ) | (159,225 | ) | (240,448 | ) | (282,174 | ) | (2,429,925 | ) | ||||||||||
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Discontinued
operations
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- | - | - | - | (137,690 | ) | ||||||||||||||
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Net
loss
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$ | (106,115 | ) | $ | (159,225 | ) | $ | (240,448 | ) | $ | (282,174 | ) | $ | (2,567,615 | ) | |||||
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Other
comprehensive loss
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Foreign
currency translation adjustment
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- | - | - | - | - | |||||||||||||||
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Net
comprehensive loss
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$ | (106,115 | ) | $ | (159,225 | ) | $ | (240,448 | ) | $ | (282,174 | ) | $ | (2,567,615 | ) | |||||
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Net
loss per share
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||
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Weighted
average shares outstanding
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51,308,005 | 45,737,352 | 47,715,999 | 45,728,294 | ||||||||||||||||
The
accompanying notes are an integral part of these financial
statements
F-3
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ANTICUS
INTERNATIONAL CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
Consolidated
Statements of Cash Flows
(EXPRESSED
IN U.S. FUNDS)
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||||||||||||
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Six
Month Period Ended December 31,
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Cumulative
Amounts
from
Date of Incorporation
(May
1, 2002) through December 31
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|||||||||||
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2009
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2008
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2009
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||||||||||
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(Unaudited)
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(Unaudited)
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(Unaudited)
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||||||||||
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Cash
flows from operating activities
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||||||||||||
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Net
loss for the period
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$ | (240,448 | ) | $ | (282,174 | ) | $ | (2,567,615 | ) | |||
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Shares
issued for services
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- | - | 381,848 | |||||||||
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Shares
issued for abandoned license
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- | - | 76,000 | |||||||||
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Contributed
rent and services
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- | - | 13,600 | |||||||||
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Gain
on settlement of indebtedness
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- | - | (21,794 | ) | ||||||||
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Compensation
recognized on option grants
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7,500 | - | 278,578 | |||||||||
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Accrued
interest
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154 | 8,087 | 8,066 | |||||||||
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Amortized
deferred loan fees
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- | - | 5,996 | |||||||||
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Depreciation
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15,794 | 79,808 | 367,495 | |||||||||
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Adjustments
to reconcile net loss to net cash
|
||||||||||||
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used
in operating activities
|
||||||||||||
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Decrease
(increase) in receivables
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20,173 | (8,614 | ) | (6,341 | ) | |||||||
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Decrease
(increase) in prepaid expenses and
other
assets
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7,064 | (26,554 | ) | 20,552 | ||||||||
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Increase
(decrease) in accounts payable and accrued expenses
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25,171 | 16,798 | 124,456 | |||||||||
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Net
cash used in operating activities
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(164,592 | ) | (159,541 | ) | (1,319,159 | ) | ||||||
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Cash
flows from investing activities
|
||||||||||||
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Property
and equipment
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(874 | ) | (26,649 | ) | (51,950 | ) | ||||||
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Net
cash used by investing activities
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(874 | ) | (26,649 | ) | (51,950 | ) | ||||||
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Cash
flows from financing activities
|
||||||||||||
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Proceeds
from issuance of common stock
|
- | 188,000 | 699,682 | |||||||||
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Payments
in connection with private offering
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- | - | (35,984 | ) | ||||||||
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Proceeds
on sale and subscriptions of common stock
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94,000 | - | 470,000 | |||||||||
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Proceeds
on issuance of debt
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100,000 | - | 300,000 | |||||||||
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Net
cash provided by financing activities
|
194,000 | 188,000 | 1,433,698 | |||||||||
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Effect
of exchange rates on cash
|
(875 | ) | ||||||||||
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Net
change in cash
|
28,534 | 1,810 | 61,714 | |||||||||
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Cash,
beginning of period
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33,180 | 19,238 | - | |||||||||
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Cash,
end of period
|
$ | 61,714 | 21,048 | $ | 61,714 | |||||||
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SUPPLEMENTAL
CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING
ACTIVITIES
|
||||||||||||
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Cash
paid during the period for:
|
||||||||||||
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Interest
|
$ | 7,934 | - | $ | 7,934 | |||||||
|
Income
taxes
|
- | - | - | |||||||||
The
accompanying notes are an integral part of these financial
statements
F-4
ANTICUS
INTERNATIONAL CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2009
(EXPRESSED
IN U.S. FUNDS)
(UNAUDITED)
|
1
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Nature
of operations
|
a) Organization
The
Company was incorporated in the State of Nevada, U.S.A., on May 1, 2002. On
August 19, 2004, the Company effected a 3:1 forward stock split. On November 18,
2004, the Company effected a 3:1 forward stock split. All references in the
accompanying financial statements to the number of common shares and per-share
amounts have been restated to reflect the forward stock splits.
b)
Development stage activities
The
Company is a development stage company as defined by the Financial Accounting
Standard Board (FASB) in the FASB ASC 915-10, “Development Stage
Entities”. The Company is devoting substantially all of its present
efforts to establish a new business and none of its planned principal operations
have commenced. All losses accumulated since inception has been considered as
part of the Company’s development stage activities.
The
Company continues to develop its business pursuant to its exclusive world-wide
license to convert waste materials from beer, soft drink and cheese
manufacturers into yeast.
c)
Going concern
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As shown in the accompanying financial statements,
the Company has incurred a net loss of $2,567,615, for the period from
inception, May 1, 2002 to December 31, 2009, and has no sales. The Company
expects that it will need to raise substantial additional capital to accomplish
its business plan over the next several years. The Company is actively seeking
additional funding through the issuance of convertible debentures and private
placements. It is the Company’s intention to bring a
pilot plant into operation as soon as possible. This will allow the Company to
manufacture its own products and start generating revenues. Should the Company
be unable to continue as a going concern, it may be unable to realize the
carrying value of its assets and to meet its liabilities as they become due.
These financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might result from this
uncertainty.
d)
Unaudited Interim Financial Statements
The
accompanying unaudited interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q. They do
not include all information and footnotes required by United States generally
accepted accounting principles for complete financial
statements. However, except as disclosed herein, there have been no
material changes in the information disclosed in the notes to the financial
statements for the year ended June 30, 2009 included in the Company’s Annual
Report on Form 10-K filed with the Securities and Exchange
Commission. The consolidated interim unaudited financial statements
should be read in conjunction with those financial statements included in the
Form 10-K. In the opinion of Management, all adjustments considered necessary
for a fair presentation, consisting solely of normal recurring adjustments, have
been made. Operating results for the six months ended December 31, 2009 are not
necessarily indicative of the results that may be expected for the year ending
June 30, 2010.
F-5
ANTICUS
INTERNATIONAL CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2009
(EXPRESSED
IN U.S. FUNDS)
(UNAUDITED)
|
2
|
Summary
of significant accounting policies
|
The
consolidated financial statements include the accounts of the Company and its
subsidiary, Green Yeast Canada Inc., created in August 2008.
a)
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 and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting periods. Actual results could differ from these
estimates.
b)
Cash and cash equivalents
For
purposes of the statement of cash flows, the Company defines cash equivalents as
all highly liquid debt instruments purchased with a maturity of three months or
less, plus all certificates of deposit.
c) Loss
per share
Basic
earnings (loss) per share includes no dilution and is computed by dividing
income available to common stockholders by the weighted average number of common
shares outstanding for the period. Dilutive earnings (loss) per share
reflect the potential dilution of securities that could share in the earnings of
the Company. Where applicable, dilutive loss per share is equal to
that of basic loss per share as the effects of stock options and warrants have
been excluded as they are anti-dilutive.
d)
Fair Value Measurements
FASB ASC
820-10 “Fair Value Measurements and Disclosures”, is effective for financial
assets and liabilities in fiscal years beginning after November 15, 2007, and
for non-financial assets and liabilities in fiscal years beginning after
November 15, 2008. The Company adopted FASB ASC 820-10 for financial assets and
liabilities with no material impact to the consolidated financial statements.
The Company is currently evaluating the potential impact of the application of
FASB ASC 820-10 on the non-financial assets and liabilities found on its
consolidated financial statements. FASB ASC 820-10 applies to all
assets and liabilities that are being measured and reported on a fair value
basis. FASB ASC 820-10 requires new disclosure that establishes a framework
for
measuring fair value in
GAAP, and expands
disclosure about fair value measurements. This statement enables the reader
of the financial statements to assess the inputs used to develop those
measurements by establishing a hierarchy for ranking the quality and reliability
of the information used to determine fair values. The statement requires that
assets and liabilities carried at fair value be classified and disclosed in one
of the following three categories:
Level 1:
Quoted market prices in active markets for identical assets or
liabilities.
Level 2:
Observable market based inputs or unobservable inputs that are corroborated by
market data.
Level 3:
Unobservable inputs that are not corroborated by market data.
F-6
ANTICUS
INTERNATIONAL CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2009
(EXPRESSED
IN U.S. FUNDS)
(UNAUDITED)
|
2
|
Summary
of significant accounting policies
(continued)
|
d) Fair
Value Measurements - (continued)
In
determining the appropriate levels, the Company performs a detailed analysis of
the assets and liabilities that are subject to FASB ASC 820-10. At each
reporting period, all assets and liabilities for which the fair value
measurement is based on significant unobservable inputs are classified as Level
3.
e) Fair
Value of Financial Instruments
The table
below presents the carrying value and fair value of the Company’s financial
instruments. The disclosure excludes leases.
The fair
value represents management’s best estimates based on a range of methodologies
and assumptions. The carrying value of receivables and payables arising in the
ordinary course of business and the receivable from taxing authorities’
approximate fair value because of the relatively short period of time between
their origination and expected realization.
|
December
31, 2009
|
June
30, 2009
|
|||||||||||||||
|
Carrying
Value
|
Estimated
Fair Value
|
Carrying
Value
|
Estimated
Fair Value
|
|||||||||||||
|
Financial
assets
|
||||||||||||||||
|
Cash
and cash equivalents
|
$ | 61,714 | $ | 61,714 | $ | 33,180 | $ | 33,180 | ||||||||
|
Receivable
from taxing authorities
|
4,732 | 4,732 | 24,905 | 24,905 | ||||||||||||
|
Financial
liabilities
|
||||||||||||||||
|
Accounts
payable and accrued expenses
|
$ | 96,845 | $ | 96,845 | $ | 71,674 | $ | 71,674 | ||||||||
|
Loan
payable-related party
|
100,000 | 100,000 | 0 | 0 | ||||||||||||
|
Accrued
interest on convertible debt
|
8,066 | 8,066 | 7,912 | 7,912 | ||||||||||||
|
Convertible
debentures
|
200,000 | 200,000 | 200,000 | 200,000 | ||||||||||||
The
convertible debentures and loan payable from related party use significant
unobservable inputs and thus are shown as Level 3 hierarchy items. The fair
value of the convertible debentures is calculated by discounting the stream of
future payments of interest and principal at the prevailing market rate for a
similar liability that does not have an associated equity component. Results of
discounted cash flow calculations may be adjusted, as appropriate, to reflect
other market conditions or the perceived changes in credit risk of the
borrower.
|
|
3
|
Industrial
equipment
|
In
October 2008, the Company purchased new industrial equipment for an amount of
$27,391. It was not depreciated during the period as it was not ready for its
intended use.
F-7
ANTICUS
INTERNATIONAL CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2009
(EXPRESSED
IN U.S. FUNDS)
(UNAUDITED)
|
4
|
Loan
Payable- Related Party
|
On
December 9, 2009, a loan of $100 000 was obtained from Primitive African
Art Ltd, a shareholder of the Company. The terms of this loan are as per an
agreement dated December 9, 2009, as follows:
Due
date: December
9, 2010
Interest
rate: 8%
annually, payable at the due date
|
5
|
Capital
stock
|
a)
Stock split
On August
19, 2004, the Company effected a 3:1 forward stock split. The issued and
outstanding common stock after the split became 10,050,000. On November 18,
2004, the Company effected a 3:1 forward stock split; the issued and outstanding
common stock after the split became 30,150,000. The authorized capital stock
remained at 75,000,000 shares.
All
references in the accompanying financial statements to the number of common
shares and per-share amounts have been restated to reflect the forward stock
split.
b) Common
stock issuances
The
authorized common stock of the Company consists of 75,000,000 shares of common
stock with par value of $0.001.
On June
18, 2008, the Company authorized a private placement to raise $800,000 through
the issuance of a maximum of 13,333,334 common shares at $0.06 each. Each unit
consists of one share of common stock at $0.06 per share, as well as one warrant
exercisable at $0.12 USD per share no later than July 1, 2009. Pursuant to this
financing, on July 9,
2008, the Company sold 1,666,667 units of this offering for $100,000 and agreed
to pay a financing fee of $6,000 for net proceeds of $94,000.
On November
6, 2008, the Company sold 1,666,667 units of this offering for $100,000 and
agreed to pay a financing fee of $6,000 for net proceeds of $94,000.
On February
4, 2009, the Company sold 1,666,667 units of this offering for $100,000 and
agreed to pay a financing fee of $6,000 for net proceeds of $94,000.
On April 6,
2009, the Company sold 1,666,667 units of this offering for $100,000 and agreed
to pay a financing fee of $6,000 for net proceeds of $94,000.
All of the shares were issued during the period covered by this
report.
All
warrants related to this private placement have expired.
c) Stock
options
The
Company has two stock option plans. The first is the 2005 Employee/Consultants
Stock Option Plan (“2005 Plan”), adopted on June 14, 2005. Under the plan, a
committee of the Company’s board of directors is authorized to issue shares and
grant incentive stock options, to a maximum of 3,000,000 shares of the issued
and outstanding shares, to directors, employees and consultants of the Company
entitling them to purchase common shares at a price per share determined by the
committee. The plan expires on June 14, 2015. The second is the
2008 Stock Option Plan (“2008 Plan”), adopted on January 17,
2008. Under this plan, the Board of Directors or a committee
appointed by the Board is authorized to issue
F-8
ANTICUS
INTERNATIONAL CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2009
(EXPRESSED
IN U.S. FUNDS)
(UNAUDITED)
|
|
|
5
|
Capital
stock (continued)
|
shares
and grant incentive stock options, to a maximum of 4,364,496 shares of the
issued and outstanding shares, to directors, employees and consultants of the
Company entitling them to purchase common shares at a price per share determined
by the committee. The plan will terminate on the earlier of the date of the
grant of the final share or option for the last share of common stock allocated
under the plan or 5 years from the date thereof, whichever is earlier, and no
shares or options will be granted thereafter pursuant to the plan.
Compensation
costs attributable to share options granted to employees, directors or
consultants is measured at fair value at the grant date and expensed with a
corresponding increase to additional paid-in capital.
On
January 17, 2008, the Company agreed to grant options to directors,
administrators and a special advisor totaling two million nine hundred thousand
(2,900,000) options expiring January 17, 2013, exercisable at US$0.07, under the
2008 Plan.
On
February 14, 2008, the Company agreed to grant a supplier four hundred thousand
(400,000) stock options expiring February 28, 2011, exercisable at US$0.12,
under the 2008 Plan.
On
December 1, 2009, the Company agreed to grant Mr. Trudeau, an officer of the
Company a total of five hundred thousand (500,000) stock options expiring
January 17, 2013, under the 2008 Plan, exercisable at US$0.07, said options to
be vested immediately. The recognized compensation expense was valued at $7,500,
which was charged to operations.
|
|
The
following is a summary of the outstanding options:
|
|
Number
of
shares
|
Weighted
average
exercise
price
|
|||||||
|
Outstanding
June 30, 2009
|
3,300,000 | $ | 0.09 | |||||
|
Granted
|
500,000 | 0.07 | ||||||
|
Exercised
|
- | |||||||
|
Cancelled
|
- | |||||||
|
Outstanding
December 31, 2009
|
3,800,000 | $ | 0.087 | |||||
The
outstanding options can be exercised through January 17, 2013 at a price per
share ranging from $0.07 to $0.12. 400,000 will expire on February 28, 2011,
2,900,000 options will expire on January 17, 2013, and 500,000 options will
expire on January 17, 2013. The fair value of each option granted is estimated
at the respective grant date using the Black-Scholes Option Module. The
following assumptions were made in estimating fair value:
|
Expected
volatility
|
181%
~ 443.71%
|
|||
|
Expected
life
|
365
to 1294 days
|
|||
|
Risk-free
interest rate
|
0.53
~ 4.25%
|
|||
|
Dividend
yield
|
- | |||
F-9
ANTICUS
INTERNATIONAL CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2009
(EXPRESSED
IN U.S. FUNDS)
(UNAUDITED)
|
5
|
Capital
stock (continued)
|
d)
Warrants
On August
14, 2009, the Company accepted a private placement which included the issuance
of 1,666,667 stock purchase warrants exercisable into common shares at $0.12 per
share expiring on July 1, 2009. As the expiry date of the warrants was prior to
the acceptance date of the subscription, no warrants were issued by the
Company.
|
Number
of Warrants
|
Weighted
average exercise
Price
per share
|
Weighted
average remaining
In
contractual life (in years)
|
||||||||||
|
Balance,
June 30 2008
|
571,429 | $ | 0.12 | 0.125 | ||||||||
|
Issued
|
6,666,668 | $ | 0.12 | 0.012 | ||||||||
|
Expired
|
571,429 | $ | 0.12 | - | ||||||||
|
Exercised
|
- | - | - | |||||||||
|
Balance,
June 30, 2009
|
6,666,668 | $ | 0.12 | 0.012 | ||||||||
|
Issued
|
- | $ | 0.12 | |||||||||
|
Expired
|
6,666,668 | $ | 0.12 | |||||||||
|
Exercised
|
||||||||||||
|
Balance,
December 31, 2009
|
- | |||||||||||
|
6
|
Related
Party
|
In July
2008, the Company sold 1,666,667 units of this offering for $100,000 USD to
Pelsa Foundation; the Company subsequently sold a total of 5,000,001 units for
total consideration of $300,000 USD to Primitive African Art, who purchased
1,666,667 units for $100,000 USD in November 2008 1,666,667 units for $100,000
USD February 2009, 1,666,667 units for $100,000 USD in April 2009, and in August
2009, the Company sold a total of 1,666,667 units for $100,000 USD to Farnworth
Securities. The total funds raised from this offering as of the date of this
report are $500,000, less financing costs totaling $30,000. Pelsa
Foundation, Primitive African Art and Farnworth Securities have an officer in
common with a director of Anticus, Mr. Henri Baudet. Mr. Baudet disclaims any
voting control or beneficial ownership of Pelsa Foundation, Primitive African
Art and Farnworth Securities.
Further,
the company to whom the financing costs were payable is a company of which 50%
of the shares are owned by Mr. Baudet.
On
October 16, 2009, a company controlled by a director of the Company, and as at
November 17, 2009, an officer of the Company, entered into a contract with the
Company to undertake the financial reporting and financial statement preparation
for the Company.
On
December 1, 2009, the Company granted five hundred thousand (500,000) options to
Mr. Trudeau, the President and CEO of the Company, as part of his employment
contract. These options were vested immediately and will expire on January 17,
2013 (note 5).
On
December 9, 2009, a loan of $100,000 was obtained from a shareholder of the
Company (note 4).
F-10
ANTICUS
INTERNATIONAL CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2009
(EXPRESSED
IN U.S. FUNDS)
(UNAUDITED)
|
7
|
Other
|
|
|
Certain
of the prior period's comparative figures have been reclassified to
conform with the current period's
presentation.
|
|
8
|
Subsequent
Events
|
The
Company paid $8,066, as interest payment to the debenture holders on January 29,
2010. The Company has evaluated subsequent events from the
balance sheet date through February 10, 2010, the date in which the financial
statements were available to be issued and determined that there are no items
that require disclosure.
F-11
ITEM
2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF
OPERATION
Forward-Looking
Statements
This
current report contains forward-looking statements relating to future events or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "intends",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential", or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors which may cause our or our
industry's actual results, levels of activity or performance to be materially
different from any future results, levels of activity or performance expressed
or implied by these forward-looking statements.
Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity or
performance. You should not place undue reliance on these statements,
which speak only as of the date that they were made. These cautionary
statements should be considered with any written or oral forward-looking
statements that we may issue in the future. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results, later events or circumstances or to reflect the
occurrence of unanticipated events.
In this
report unless otherwise specified, all dollar amounts are expressed in United
States dollars and all references to “common shares” refer to the common shares
of our capital stock.
The
management’s discussion and analysis of our financial condition and results of
operations are based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America ("GAAP").
As used
in this current report and unless otherwise indicated, the terms “we”, “us”, the
“Company” and “Anticus” refer to Anticus International Corporation.
General
Overview
Anticus
International Corporation (the “Company”, “we”, “us”, “our” or “Anticus”) was
incorporated on May 1, 2002 under the laws of the State of Nevada, and has a
fiscal year end of June 30th. The
Company has been in the development stage since its formation and has not
realized any revenues from its planned operations. Anticus International
Corporation has never declared bankruptcy, has never been in receivership, and
has never been involved in any legal action or proceedings.
After a
number of unsuccessful attempts to complete acquisitions, effective April 20,
2006, we acquired a worldwide exclusive license to the microbiological process
known as “ProlactisTM”
from Michel Deblois Technologies Inc., Costal, Inc. and Redal, Inc.
by way of the issuance of two million one hundred thousand (2,100,000) common
shares of our Company. On October 3, 2006, we issued a further one
million five hundred thousand common shares (1,500,000) at a deemed price $0.18
per share to the licensors to waive any and all conditions contained in the
license agreement and obtain a clear license to ProlactisTM
subject only to payment of a royalty of four percent (4%) of all gross sales to
Redal, Inc. and the exclusive right by Redal, Inc. to supply the proprietary
components of the systems, at fair market value to be agreed between Anticus and
Redal, Inc.
We hold
an exclusive license to the microbiological process known as “ProlactisTM”.
The process provides for the bioconversion of lactose and other simple sugars
into high protein biomass, literally transforming waste and by-products into
water and yeast to be used in animal nutrition. The ProlactisTM
process bioreactor is patent-protected in Poland (WYN: (11) 198449) and has
entered national phase examination in the US (US 20050037452, 23/09/2004
10/488110) and in Canada (PCT/CA2002/001404- 2458671 A1). On November 25, 2009,
a notice was received which confirmed acceptance by the examiners for the
Canadian patent. The additional know-how and improvements to the process are
left out of the patent since they are considered trade secrets. Patenting fees
are covered by the Company through its licensing agreement with Redal Inc.,
while patents remain with the inventors.
The ProlactisTM
process provides, through the use of a novel type of bioreactor, for the
microbial bioconversion of lactose and other fermentable carbohydrates (sugars),
into a high quality protein biomass, literally transforming certain food
production
4
waste and
by-products into both water and a commercially desirable yeast called Kluyveromyces marxianus. The
ProlactisTM
process was developed by Jacques Goulet, Ph.D., Agr, President of Costal Inc.
and professor at Laval University in Quebec City, Quebec, Canada, by Michel
Deblois, President of Michel Deblois Technologies Inc. and engineer, and by
Lucien Pomerleau, M.Sc., Agr., and President of Redal, Inc. The yeast
strain generated by this process as part of the Company’s license, is Kluyveromyces marxianus, and
the remaining water effluent is suitable for simple disposal into municipal
wastewater systems.
The
Company has completed the proof of concept and the initial testing of the ProlactisTM
process using whey permeate as the raw material. The next
developmental stage is to build and operate a semi-industrial plant (single
reactor) for final pre-commercialization testing. This scale-up from the current
pilot plant will allow the company to carry out, among other things, the
comprehensive optimization of the various production parameters so as to
maximize yields and establish the complete quality assurance program for the end
product(s). This semi-industrial unit will also function as a technological
showcase.
On August
8, 2008, Green Yeast Canada Inc. (Levure Verte Canada Inc. in French) was
incorporated under the Canada Business Corporations Act, with a registered
office in Quebec, and is a wholly owned subsidiary of Anticus. The
purpose of Green Yeast Canada Inc. is to undertake research & development
activities and operations in Canada. It is the intent of the Company to
undertake all of its Canadian operations through the wholly owned subsidiary.
This is effective starting January 1, 2010.
Principal
Products and Services and their Markets
The ProlactisTM Process for
Yeast Production.
ProlactisTM
The very
essence of this process relies on the ability of yeasts to capture and
assimilate certain components present in liquid agrifood production effluents.
The main chemical elements required are carbon and nitrogen in forms which yeast
can metabolize in order to propagate. Several types of such industrial effluents
contain either nitrogen or carbon or both. Those by-products have little or no
value and may even represent a serious and costly disposal problem. However,
yeast manufactured using these raw materials can be marketed ‘as is’ or used as
base for subsequent extraction of strategic compounds. For the latter scenario,
value depends on the level of technology involved and can lead to end uses as
diverse as animal health/nutrition and human pharmaceuticals.
The
process itself for an individual ‘reactor’ consists in inoculating a tower with
a yeast strain which adheres and fully coats the internal surfaces within 10 to
12 days. Thereafter, nutrients are directly fed, on a 24/7 basis, to the yeast
by continuous gentle dispersion of whey or other relevant carbohydrate sources
from the top of the tower. As the liquid flows downward, key nutrients are
absorbed by the yeast cells which then multiply by mitosis and fall by gravity
into the collecting system at the bottom of the reactor. The yeast
cells are subsequently separated using centrifugation or another suitable
method. Generally, the resulting concentration of yeast is around 3%, with
variations being a function of the raw material supplied. The
remaining post-separation liquid is an aqueous effluent of low COD (Chemical
Oxygen Demand - which is a measure of the level of this type of pollutant in the
effluent), the reduction ranging from 65% to 95% of the original
levels.
Principles
of yeast manufacturing have been known for a long time. However, the combination
of process and hardware licensed by the Company allows for the economical and
efficient processing of ‘diluted’ raw materials. Until now, the
industrial production of yeast is usually carried out on molasses which contain
4 to 10 times higher concentrations of carbon compounds than in the by-products
suitable for the current system.
Yeast is
commonly used in human and animal foods. The Saccharomyces cerevisiae
yeast strain is very well known in breadmaking and in the production of alcohol.
There are also hundreds of other yeast strains, with a limited number having
commercial applications, such as the strain used in the ProlactisTM
process (Kluyveromyces
marxianus). Some of those are considered as useful and are used to
manufacture yogurt, cheese, vinegar, etc. Basically, they all require carbon and
nitrogen to reproduce but sources of these nutrients can be very different. For
instance, bread yeast is propagated from cane or beet molasses
(containing sucrose) but would not propagate on the type of sugar contained in
milk (lactose), whereas our process will allow this. The exact yeast strain
fixed in the bioreactor is chosen according to the specific end-product
requirements.
5
The final
product from our process can be either:
|
i)
|
Yeast Biomass –
inactive Kluyveromyces
marxianus in a variety of finished
forms.
|
|
ii)
|
Yeast Fractions -
autolysates and extracts, consisting of the intracellular contents of the
yeast isolated following the lysis of the cells, with (or without) the
cell-wall components. Traditionally, these fractions are considered as
valuable natural flavors, due to the levels of ribonucleic acid
(RNA) which is a natural source of 5’GMP. Yeast extracts with natural
nucleotides are well known to enhance taste in foods and also to increase
feed intake in animals. Several recent studies have focused on the
relationship between nucleotides and immune functions; the modulatory
effects of yeast nucleotides on immunity have become increasingly
attractive as a novel zootechnical strategy. As well, cell walls products
can be used as adsorbents for alleviating the deleterious effects
of mycotoxins in feed
rations.
|
|
iii)
|
Probiotics – viable
yeast in either fresh or dehydrated
form.
|
The Markets for Yeast
Products in General:
Potential
markets are in the following areas:
|
·
|
Animal
feed market
|
|
·
|
Pet
food market
|
|
·
|
Food (flavor
enhancement) and ingredients market
|
|
·
|
Probiotics
market
|
Animal Feed
Market:
The
global market for animal feed additives has experienced substantial changes in
recent years.
The world
market for nutritional feed additives was valued at approximately $7.9 billion
in 2004 by Thepoultrysite.com in July 2007 and is expected to reach US$15.4
billion in 2010 according to Animal Feed Additives: A global strategic business
report published by Global Industry Analysts Inc. in June 2007. Major growth is
expected in Asia, especially in China. Concurrently, South America and to a
lesser extent Eastern Europe should contribute to further growth in this
economic sector. The US and Western European markets however are expected to
contribute less to the growth, due to generally declining livestock numbers and
lower compound feed use in Europe.
Market
growth for nutritional feed additives is mainly driven by the following
trends:
a)
Demographics
A growing
population along with increasingly disposable income leads to significant growth
in the demand for meat products. This effect is especially strong in the
developing regions of South America and Asia. In these regions, a rising demand
for meat goes along with a huge potential for improving feed efficiency in
production. On the other hand, Japan, Europe and the USA have already generally
reached a level of saturation. Here the market is shifting to more convenient
and processed products. In general the market for meat products is driven by a
higher demand for food quality.
b) Trend
towards swine and poultry meats
A
continuing trend leading to an increasing demand for pig and poultry products is
expected to have a positive impact on the additives market growth, as these
animal categories account for the major segments requiring the use of feed
additives.
c) Ban of
antibiotic-type growth promoters (AGP’s)
The EU
has enacted a ban on the use of antibiotics as growth promoters in animal feed
and the last remaining four such antibiotics have been phased out in
January 2006. Consequently feed producers have to look for suitable
alternatives. Currently, manufacturers of probiotics, prebiotics, organic acids
and of enzymes seek to offer acceptable alternative solutions. Therefore the ban
on antibiotics in Western Europe, along with the fact that more Eastern European
countries are accessing the EEU can be seen as key market drivers for the
aforementioned additive segments. Major concerns about the negative effects of
antibiotics in animal feed also have stimulated the market for alternatives in
the USA.
6
d)
Consumer preferences and concerns
Especially
in developed regions, consumer preferences play an important role in the
structure of the food animal industry. Therefore changes in the demand structure
on the part of consumers constantly compel the industry to adapt. In recent
years, consumers have pushed for a better level of quality and of safety in
foods. Open discussions on the safety of some ingredients have contributed to
opening the market for natural additives.
Besides
the factors mentioned above, there are certain market constraints that are
challenging the market for feed additives:
a)
Outbreak of animal diseases
In recent
years, the meat industry has been threatened by several outbreaks of animal
diseases. Above all, the Asian influenza has challenged the industry the most
and has become a global issue. Consumer concerns are reflected in reduced
consumption of poultry meat and have led to a price drop in some regions.
Additives manufacturers therefore have to face a decline in additive demand and
eventually further pressure on product prices.
b) Price
developments
Prices
for almost all feed additives have dropped during the past few years. The reason
for the dramatic price erosion can mainly be seen in an oversupply.
Particularly, Chinese vitamin producers challenged the industry with very low
prices. In certain segments, volume increases could not always compensate for
the heavy price drops, and thus, the market value of some additives is now less
than in previous years. In the future, prices in certain classes of additives
will remain on their current low level or may continue to fall
further.
c)
Increase in raw material costs
Apart
from falling prices, additives manufacturers were challenged by high raw
material costs and therefore reported lower incomes from additive sales. In the
market outlook this situation is not expected to improve much.
The
animal health industry is responsible for maintaining the health and
productivity of more than 3.3 billion livestock and 16 billion poultry
worldwide, and ensuring the wholesomeness and abundance of the food they
produce. Furthermore, the industry must cater to the health and well being of
companion animals. Despite this, dollarwise the human healthcare market is
significantly larger than the combined markets for all nonhuman
species.
The
reality is that the global animal health market is very complex, operating under
increasingly stringent regulations similar to those for human health, in an
increasingly risky environment for new product development, the difference
between future success and failure usually lies in successfully identifying the
next growth segment, developing the right product candidates and being the first
to reach market. Despite all these risks, the industry continues to
grow.
All in
all, the above mentioned drivers and restraints will lead to a volume increase
in nutritional feed additives, which might even outperform the market growth of
compound feed. However, market growth in terms of revenue will be on a much
lower rate at about 0.6% annually. Following such market development, the feed
additives segment alone is expected to account for nearly $8.1 billion in 2010
according to Research and Markets.com Feed
additive - A Global market analysis dated March 2006.
As well,
the US government's interest in improving the health conditions of animals has
become more prevalent, resulting in the animal feed additive industry becoming a
fast growing market. For instance, a huge demand for the enzyme phytase
was predicted and has been observed. This is a result of the
Environmental Protection Agency's (EPA) concerns about excess chemical releases
from the agricultural industry. Farmers are looking at reducing phosphate
content in animal wastes. Thus, the most rapid growth is expected in the area of
animal feed enzymes, led by phytase.
Pet
Food Market:
In 2003,
American pet owners spent nearly $30 billion on their small companions. Changing
demographics, new lifestyle trends, and a shift in American attitudes toward
pets have led to a significant increase in consumer expenditures in the past
seven years. The maturing pet industry has been transformed into a dynamic,
highly competitive environment.
It is
estimated that 62% of households own pets. The most popular categories are dogs,
cats, and freshwater fish. Pet foods, growing at an annual rate of almost 4%,
will remain the largest segment of this market. In 2003, total expenditures on
pet food were $13.97 billion. That segment was projected to increase to $16.70
billion by 2008 as per a market analysis of the US pet food industry of CBR of
Univ. of Mass. Darthmouth 2007. Pet owners are themselves more health conscious
and eating healthier human foods.
7
The
American population continues to focus on fitness, dieting, counting calories or
carbohydrates, and fighting the aging process. The growing number of childless
couples, singles living alone, and the baby boomers now becoming “empty
nesters,” will boost the demand for pets. These pets are expected be treated
like children and pet food will become a source of nutrition, taste, and
happiness.
The US
Pet Food Industry was estimated to be $17 billion in 2008. It is highly
concentrated with seven companies accounting for 86% of the total market
according to the same market analysis.
Food
and Ingredient Market
Incorporating
yeast extracts into foods provides several advantages.
1. Flavor
enhancement. The background flavor of yeast extracts complements savory flavors.
For example, baker's yeast extracts added at levels of 0.1% to 0.5% (as
consumed) are commonly used to increase the brothy, meaty character of chicken
or poultry in soups. Many cheese flavored products use brewer's yeast products
to increase flavor impact and to provide a sharper, more aged
flavor.
2. Sodium
reduction. Yeast extracts can deliver increased salt perception. In particular,
products containing significant levels of 5'-nucleotides can improve the flavor
of low-salt products.
3. MSG
alternative. The presence of 5'-nucleotides in some yeast extracts combined with
the natural glutamic acid content found in many foods can eliminate the need for
added semi-synthetic MSG in formulations. This synergy allows for a decrease in
the level of glutamic acid through the presence of 5'-nucleotides at low levels,
resulting in a more intense flavor profile.
4.
Natural ingredient statements. Yeast extracts fit the definition of natural
flavors as described by the FDA. Recent labeling regulations will require that
yeast extracts be labeled by their common and usual name "yeast extract." The
labeling of an ingredient as "yeast extract" is viewed as more acceptable than
MSG and/or hydrolyzed vegetable protein, based on the natural association of
yeast with food products.
5. Cost
reduction. Levels of more expensive natural ingredients, such as natural
flavors, cheeses and meat extracts can be reduced or replaced via the use of
yeast extracts.
Human
Probiotics Market:
Probiotics
have been in existence for many years. However, it is only relatively recently
that their wide-ranging potential health benefits have been properly
appreciated, and that research has been undertaken to confirm their
efficacy.
Within
the EEU, the dairy sector is the most developed segment of this market, with
probiotic yoghurts and fermented milks - particularly in “daily dose”
format - being the most widely used. Consumer acceptance varies greatly across
the region, with Northern European and Scandinavian countries – those having a
long tradition of consuming fermented dairy products – the most developed
market. Probiotic dietary supplements have been slow to gain acceptance, but new
applications are emerging all the time.
In the
US, the situation is reversed, with dietary supplements by far the most accepted
product format. It is generally established that US consumers are far more
willing to take supplements than their European counterparts, thus explaining
the difference. Conversely, the US dairy probiotics market is
relatively underdeveloped, as consumer-focused companies such as Danone and
Yakult have invested less in breaking into the US market, though this trend
appears to be changing rapidly.
Overall,
probiotics represent a fast-growing market for functional foods manufacturers
and suppliers, and manufacturers must make sure not to squander this significant
potential by supporting a well thought-out strategy.
Product
Distribution Methods
As the
Company is not yet manufacturing a product in commercial quantities, a
distribution method has not been comprehensively established. However, it is
anticipated that as the product will be sold primarily to other downstream
producers, who will be using the product as an additive or further refining it,
then the product will be shipped in bulk by truck in appropriate containers
required to maintain the product in a temperature-controlled and
non-contaminated state.
8
Status
Update on Products:
Through
the end of the current quarter ended December 31, 2009, additional work had been
undertaken with regards to completing the engineering design on the pilot plant.
Additionally, efforts were made in researching new markets for the yeast
products, as well as researching potential higher value derivative products
based on the yeast, including research on the viability of utilizing our product
in swine health and nutrition. The Green Yeast GY-01 strain has been
stabilized and thoroughly investigated at the bench scale, and culturing the
yeast in pilot fermenters of various sizes has generated approximately 20 kg
instead of the anticipated 50 kg. This was due to unexpected difficulties with
the drying stages. Overall, key process variables and product quality parameters
have been identified for future scale-up.
Competitive
Business Conditions
Generally
speaking, the human nutrition market is seen as more lucrative than the animal
nutrition market albeit on smaller volumes. However, suppliers in the
human sector must comply with very strict and expensive regulations with regards
to the safety and efficacy of the products. The origin and control of raw
materials may influence a new product’s acceptability for the human market. As
an example, a raw material that is stored under unsanitary conditions will not
be accepted for the production of human-grade yeast. Acceptable substrates would
be for instance, off-spec batches of beer, of soft drinks and of course most
milk products.
Confirmation
of the validity of the product for use as food processing ingredient has been
obtained On the other hand our development efforts are currently directed
towards animal health/nutrition applications. At the moment, no official request
has been filed to pursue human nutraceutical applications.
Since
yeasts contain up to 50% protein on a dry basis, they can be sold as protein
supplements in animal nutrition. However, margins are weak in this segment
because the overall supply of commodities such as corn, soy, canola and other
protein sources is relatively cheap. In order to add significant value, other
unique characteristics must be emphasized. Potential buyers such as
feed manufacturers have a sound understanding of the various yeast advantages,
for instance as a supply of key nutrients in animal nutrition: essential amino
acids, nucleotides, cell wall components, vitamins and minerals. Moreover, a
number of refereed scientific publications describe the benefits of yeasts on
animal growth and on immune status. In the EEU, ‘probiotic’ yeasts are being
touted as alternatives to the use of antibiotic-type growth promoters in various
animal species.
It is
reasonable to forecast an increase in demand for a ‘clean’ protein source -
yeast - in animal health/nutrition. Factors behind this trend include
the growing preoccupation of the average consumer towards publicized phenomena
such as the overuse of antibiotics in food animal production and infectious
outbreaks such as mad cow disease. Policy changes and progressively implemented
restrictions are likely to further help the introduction of new types of
probiotic yeasts and their derivatives.
Up until
now, the feed yeast market has been dominated by Saccharomyces cerevisiae, the
yeast also known for bread-making, wine and beer fermentations. Major players
have focused their efforts towards the development of new products from that
very Saccharomyces such
as selenium- or chromium-enriched yeasts. In certain cases, producers have
routinely channeled into the animal feed market those manufactured yeast lots
which did not fully meet requirements for clients in human
nutrition.
It is our
approach to identify the unique characteristics of our own yeast strain, and
target those downstream manufacturers who are presently using alternative yeast
varieties, or those who could benefit from the addition of yeast to their
products. In many instances, we can identify the unique
characteristics of the Kluyveromyces strain which we
manufacture, and we can offer a cost effective alternative to Saccharomyces products. Upon
establishing a market for our strain, we will be one of just a small number of
global producers of this yeast.
9
Currently
there are at least two known producers of Kluyveromyces, based in
Europe, one selling into certain niche yeast markets, and the other selling
savory ingredients for the aroma and flavoring industry. Our unique production
method, and very low cost raw material supply, will position the Company as
highly competitive against these other producers.
Raw
Materials
Various
raw materials for this process are available in large volumes around the world,
but in the current context those of greater interest are: milk by-products (whey
permeates and derivatives), and expired or defective batches of beers and soft
drinks. Such materials contain carbon, are generally of high quality, and in
many instances cause environmental problems upon disposal. Depending on the
circumstances, it is often possible to source these materials at no cost or to
charge the point of origin to solve their disposal issue.
It is an
understatement that the current regulatory situation does require more and more
initiatives designed to alleviate the environmental impact of agrifood
production. Under such conditions, applying a new process to turn
waste by-products into marketable value-added compounds and ingredients is an
obvious step in the right direction.
Worldwide,
more than 177 billion liters of cheese whey were produced annually in 2007 as
per the IDF Symposium Lactose and derivatives held in Moscow in May 2007. Less
than 40 % of that amount is transformed into whey powder. In Québec
alone, cheese production generates 1.2 billion liters of liquid whey, a figure
which represents more than half of the overall Canadian production.
In 2013,
the world production of beer is forecasted to have an annual volume of 162.3
billion liters, according to Beer:Global Industry Datamonitor Inc. February
2008. Assuming losses of 1% (returns and missed lots) we can estimate the
available volumes to be more than 1.6 billion liters. The annual
worldwide consumption of sparkling sodas in 2005 was more than 194 billion
liters.
The main
suppliers are very diverse, and potentially include all major manufacturers of
cheese, beer and sparkling sodas, in Quebec and neighboring
regions.
Key whey
producers in North America:
|
-
|
More
than 20 cheese plants: Lactalis, Kraft, Parmalat, Saputo, Agropur as per
Dairy Foods August 2007
|
|
-
|
Some
Quebec mid-size companies; Chalifoux, Perron, St-Laurent,
Boivin
|
Recent
Corporate Developments
The
Company continues to pursue its goals of commercializing the ProlactisTM
microbiological process.
To meet
this requirement, the Company is planning to build an expanded pre-production
line, which will have a bioreactor capable of producing the 500 kilogram testing
orders. This line will have all the supporting separators and drying systems and
can be further expanded by installing additional bioreactors as order levels
increase.
In June
2008, the Company entered into an agreement with Redal, Inc, to construct a
bioreactor capable of the larger sample quantities required. The cost was
$26,649. The equipment is now completed and in storage until the support
equipment required can be purchased. Once we have the necessary supporting
equipment for our larger capacity bio-reactor, we will require approximately 12
weeks to activate the reactor for production.
On April
16, 2009, we entered into an agreement with Technologies Biofermec Inc. to
produce 50 kilos of two Kluyveromyces yeast products:
(i) Active yeast and (ii) Autolyzed & Hydrolyzed inactive yeast. Goals for
this research production are: (1) To better understand the growth parameters of
the strain K.marxianus
GY-01 (2) To define and establish the parameters for process control and QC
during fermentation (3) To optimize the growth medium for K.marxianus GY-01 by using
key nutritional additives (4) To optimize the production of inoculums (5) To
define and validate the fed-batch and chemostat modes of propagation (6) To
produce and dehydrate the two types of yeast products (7) To
perform thorough analysis and valuation of the two yeast products. The cost of
this research was budgeted at $26,000, for which funds were expended from
working capital.
10
As of the
end of December 2009, we have received a final report and the project is
slightly overbudget but has been proceeding on schedule. We initiated in this
quarter the application package for registering the yeast strain, which has been
completed using new and supplementary analyses and was forwarded to the Canadian
Food Inspection Agency (CFIA) in the 3rd week
of January 2010. This will lead to the introduction of the products on the
Canadian animal nutrition market, both for field trials and for commercial
use.
On
September 23, 2009, in order to further evaluate the potential markets for our
products, a contract was signed with the CDPQ (Quebec Swine Development Council)
in the amount of C$7,535 to carry out an analytical overview of existing
scientific and technical literature on the value of Kluyveromyces yeast in swine
health and nutrition, to select and study 20 papers (if applicable), and submit
an itemized report. As of the end of the quarter, work has progressed adequately
and a report is expected early in February.
Subsequent
to the Company being able to obtain the required financing for the pilot plant,
the Company expects to be able to rapidly undertake the construction of the
pilot plant, and, upon successful testing and operations, expects be in a
position to generate initial revenues from the pilot operation.
Additionally,
the Company is continuing to seek out new markets for its products, as well as
to secure stable sources of low cost raw materials. Efforts towards raising the
capital required to fund current operations and business development plans are
ongoing.
Liquidity
and Capital Resources
The
Company anticipates requiring approximately $200,000 through the end of its
current fiscal year to maintain current operations, and an estimated $1,400,000
to complete the development of the pre-industrial scale plant.The Company is looking
into ways to reduce this cost by trying to acquire used equipment suitable for
our needs and potentially leasing new or used equipment if available.
The
Company will also require additional funds upon successful commencement of
operations at the plant, for the purpose of working capital to fulfill orders,
and to expand management and staffing. The amount and timing of
additional funds required cannot be definitively stated as at the date of this
report and will be dependent on a variety of factors, including the timing of if
and when we are able to raise sufficient capital to complete our
plant. As of the filing of this report, the Company has been
successful in raising funds required to meet our current operations through
equity financing. However, the Company does not anticipate that it
will have any significant revenues, if any at all, generated from its operations
for the next 12 months and therefore has insufficient capital to undertake
current operations; therefore the Company expects to raise additional capital
either by way of loans or equity. The Company cannot confirm that we will be
able to raise any additional capital to fund our ongoing
operations.
The
Company issued a total of $200,000 of non guaranteed convertible debentures,
$100,000 on February 14, 2008 and $100,000 on April 29, 2008 , bearing interest
at the rate of 8% per year, payable on the 30th of
June and the 31st of
December, and maturing on the second anniversary of their issuance date
($100,000) on February 14, 2010, and $100,000 on April 29 2010, respectively),
such Debentures to be convertible at the option of the holder into common shares
of the Company at a price of $0.08 per common share, subject to the right of the
Company to force conversion if the common shares trade at a minimum price of
$0.16 per common share for fifteen consecutive trading days. The cost of
financing was $12,000. As of the date of this report, none of the
amounts owed by the debentures have been converted to equity and, should they
not be converted prior to maturity, the Company may be required to repay the
amounts owing together with then outstanding accrued interest, for which the
Company does not presently have sufficient capital to do so. As of
the filing date of this quarterly report, the Company is current on its interest
payments.
On June
18, 2008, the Company authorized a private placement to raise Eight Hundred
Thousand Dollars ($800,000 USD) through the issuance of a maximum of Thirteen
Million Three Hundred Thirty-three Thousand and Three Hundred Thirty-four common
shares (13,333,334) at $0.06 USD each. Each unit consists of one share of common
stock at $0.06 USD per share, as well as one warrant exercisable at $0.12 USD
per share no later than July 01, 2009.
To date
the Company has raised a total of $500,000 pursuant to this private placement,
less financing costs of $30,000. All warrants issued pursuant to the
placements have expired. The funds raised by the placement have been used for
general working capital. In addition, on November 9, 2009, the Company entered
into an agreement with one of its shareholders to receive a loan of $100,000 for
a period of twelve months bearing interest at 8%. These funds are to be used for
working capital.
11
The
Company will not have sufficient working capital for the next twelve months of
operations and will be required to raise further funds, either by way of equity,
loans or a combination of both. There can be no assurance that
additional financing will be available to us when needed or, if available, that
it can be obtained on commercially reasonable terms. If we are not
able to obtain the additional financing on a timely basis, we will not be able
to meet our obligations as they become due and we will be forced to scale down
or perhaps even cease the operation of our business.
There is
substantial doubt about our ability to continue as a going concern as the
continuation of our business is dependent upon successfully completing and
operating the expandable plant so that we are able to demonstrate the commercial
viability of our process and products. The issuance of additional
equity securities by us could result in a significant dilution in the equity
interests of our current stockholders. Obtaining loans, assuming any
loans would be available, will increase our liabilities and future cash
commitments.
Results
of Operations
Comparison
of six month and three month periods ended December 31, 2009 and
2008
During
the three month period ended December 31, 2009, the Company had no revenues and
experienced a net comprehensive loss for the period of $106,115, as compared to
no revenues and a net comprehensive loss of $159,225 for the same period in the
preceding year. The decrease in the amount of the loss was largely
attributable to a decrease in general and administrative expenses from $151,095
in 2008 to $77,230 in 2009, though offset by an increase in research and
development expenses and interest / penalties expense, from $62 and $5,769 in
2008 to $20,853 and $5,520 in 2009, respectively. The decrease in the
amount spent on general and administration expenses in the current fiscal year
is due to an effort by the Company to reduce costs in several different expense
categories during a generally challenging economic time, while increasing its
research and development efforts focused on bringing the Company’s technology
closer to commercialization. The expense associated with interest increased year
over year, due to the interest accrued on the non-guaranteed convertible
debentures. Additional research and development was undertaken in the
most recent quarter towards completing the current research
projects.
During
the six month period ended December 31, 2009, the Company had no revenues and
experienced a net comprehensive loss for the period of $240,448, as compared to
no revenues and a net comprehensive loss of $282,174 for the same period in the
preceding year. The decrease in the amount of the loss was largely attributable
to a decrease in general and administrative expenses from $266,621 in 2008 to
$147,919 in 2009, though offset by an increase in research and development
expenses and interest / penalties expense, from $1,231 and $11,536 in 2008 to
$55,706 and $32,947 in 2009, respectively. These differences in the 6
month period were attributable to the same reasons noted for the three month
comparison period.
Off-Balance
Sheet Arrangements
We have
no 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.
ITEM
3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The
Company is a smaller reporting company and is not required to provide this
information.
ITEM
4T. CONTROLS AND
PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Our
management, Mr. Daniel Trudeau who is currently the Chief Executive Officer, and
Mr. Michel Plante, who is currently our Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures, as defined under
Exchange Act Rule 13a-15(e). Based upon this evaluation, it was
concluded that, as of December 31, 2009, because of the material weakness in our
internal control over financial reporting (“ICFR”) described below, our
disclosure controls and procedures were not effective.
12
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 Securities Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission’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 our management, including our principal
executive officer and our principal financial officer, as appropriate, 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 under Exchange Act Rules 13a-15(f)
and 14d-14(f). Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
All
internal control systems, no matter how well designed, have inherent limitations
and may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can only provide reasonable assurance with
respect to financial reporting reliability and financial statement preparation
and presentation. In addition, projections of any evaluation of
effectiveness to future periods are subject to risk that controls become
inadequate because of changes in conditions and that the degree of compliance
with the policies or procedures may deteriorate.
Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2009. In making the assessment,
management used the criteria issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control-Integrated
Framework. Based on its assessment, management concluded that,
as of December 31, 2009, the Company’s internal control over financial reporting
was not effective and that material weaknesses in ICFR existed as more fully
described below.
As
defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial
Reporting that is Integrated with an Audit of Financial Statements and Related
Independence Rule and Conforming Amendments,” established by the Public Company
Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or
combination of deficiencies that results in more than a remote likelihood that a
material misstatement of annual or interim financial statements will not be
prevented or detected. In connection with the assessment described
above, management identified the following control deficiencies that represent
material weaknesses as of December 31, 2009:
1. Lack
of an independent audit committee and, until very recently, a sole officer of
the Company that reported to the board. We do not have an audit committee and
all of the operations of the Company were managed by Mr. Daniel Trudeau who was
the only officer of the Company until November 17, 2009. These
factors were counter to corporate governance practices as defined by the various
stock exchanges and may lead to less supervision over management;
2.
As the Company had one officer only handling the operations of the Company and
used an outside accounting firm to undertake the accounting functions for the
Company until recently, this presented a weakness because it could lead to the
untimely identification and resolution of accounting and disclosure matters or
could lead to a failure to perform timely and effective reviews which may result
in a failure to detect errors in spreadsheets, calculations or assumptions used
to compile the financial statements and related disclosures as filed with the
SEC;
3. Insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of US GAAP and SEC disclosure
requirements;
4. Ineffective
controls over period end financial disclosure and reporting
processes.
13
Changes
in Internal Control over Financial Reporting
As of
December 31, 2009, management assessed the effectiveness of our internal control
over financial reporting and based on that evaluation, they concluded that
during the quarter ended and to date, the internal controls and procedures were
not effective due to deficiencies that existed in the design or operation of our
internal controls over financial reporting. However, management
believes these weaknesses did not have an effect on our financial
results. During the course of their evaluation, we did not discover
any fraud involving management or any other personnel who play a significant
role in our disclosure controls and procedures or internal controls over
financial reporting.
As a step
to remedying weakness in our system, we have contracted with a director of the
Company who has expertise in financial reporting to work closely with Mr.
Trudeau to start to develop internal systems and to undertake the accounting
functions for the Company. Due to a lack of financial and personnel
resources, we are not able to, and do not intend to, take any further action to
remediate these material weaknesses. We will not be able to do so
until, if ever, we acquire sufficient financing and staff to do
so. We will implement further controls as circumstances, cash
flow, and working capital permit. Notwithstanding the assessment that
our ICFR was not effective and that there were material weaknesses as identified
in this report, we believe that our financial statements contained in our
Quarterly Report on Form 10-Q for the period ended December 31, 2009, fairly
present our financial position, results of operations and cash flows for the
periods covered thereby in all material respects. Management believes
that the material weaknesses set forth above were the result of the scale of our
operations and are intrinsic to our small size. Management
believes these weaknesses did not have an effect on our financial
results.
We are
committed to improving our financial organization. As part of
this commitment, we will, as soon as funds are available to the Company (1) form
an audit committee who will undertake the oversight in the establishment and
monitoring of required internal controls and procedures; (2) create a position
to segregate duties consistent with control objectives and to increase our
personnel resources. We will continue to monitor and evaluate the
effectiveness of our internal controls and procedures and our internal controls
over financial reporting on an ongoing basis and are committed to taking further
action and implementing additional enhancements or improvements as necessary and
as funds allow.
This
quarterly report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to the temporary rules of
the Securities and Exchange Commission that permit the Company to provide only
management’s report in this quarterly report.
There
were no changes in our internal control over financial reporting during the
quarter ended December 31, 2009, 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
The
Company is not a party to any legal proceedings and is not aware of any pending
legal proceedings as of the date of this Form 10-Q.
ITEM
1A. RISK
FACTORS
The
Company is a smaller reporting company and is not required to provide this
information.
ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There
were no sales of unregistered equity securities during the three month period
ended December 31, 2009.
ITEM
3. DEFAULTS
UPON SENIOR SECURITIES
Not
Applicable
14
ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
No
matters were submitted to the Company’s security holders for a vote during the
three month period ended December 31, 2009 covered by this report.
ITEM
5. OTHER
INFORMATION
Our
corporate name is Anticus International Corporation, a Nevada corporation. We
intend to change our name to Green Yeast Corporation at some time in the future.
We are currently doing business as (DBA) Green Yeast Corporation in Canada,
though in August 2008, we incorporated a wholly owned subsidiary in Canada,
Green Yeast Canada Inc., to undertake R&D and operations in Canada, and we
generally transitioned to that structure through the end of this current period
ending December 31, 2009, with the intent to have all operations and R&D
performed by the Canadian subsidiary starting January 1, 2010. Our website,
www.greenyeast.com,
refers to Anticus International Corporation operations as the DBA Green Yeast
Corporation. Information provided on our website, however, is not part of this
report and is not incorporated herein.
On
October 16, 2009, a company controlled by a director of the Company entered into
a contract with the Company to undertake the financial reporting and financial
statement preparation for the Company.
ITEM
6. EXHIBITS
|
3.1.1
|
Articles
of Incorporation
|
Incorporated
by reference to the Exhibits filed with the Company's Registration
Statement on Form SB-2 filed with the Securities and Exchange Commission
on December 18, 2003.
|
|
3.1.2
|
Amended
Articles of Incorporation
|
Incorporated
by reference to the Exhibits filed with the Company's Registration
Statement on Form SB-2 filed with the Securities and Exchange Commission
on December 18, 2003.
|
|
3.2.1
|
Bylaws
|
Incorporated
by reference to the Exhibits filed with the Company's Registration
Statement on Form SB-2 filed with the Securities and Exchange Commission
on December 18, 2003.
|
|
3.2.2
|
Amended
Bylaws
|
Incorporated
by reference to the Exhibits attached to the
Company’s Form 10-K as filed with the Securities and Exchange Commission
on October 13, 2009.
|
|
10.1
|
2005
Stock Option Plan
|
Incorporated
by reference to the Exhibits filed with the Company’s Registration
Statement on Form S-8 as filed with the Securities and Exchange Commission
on June 29, 2005.
|
|
10.2
|
Agreement
|
Incorporated
by reference to the Exhibits attached to the Company's report on Form 8-K
filed with the Securities and Exchange Commission on April 25,
2006.
|
|
10.3
|
Agreement
|
Incorporated
by reference to the Exhibits attached to the Company's report on Form 8-K
filed with the Securities and Exchange Commission on July 12,
2006.
|
|
10.4
|
Management
Contract and November 2008 amendment between the Company and Daniel
Trudeau
|
Incorporated
by reference to the Exhibits attached to the Company’s Form 10-K as filed
with the Securities and Exchange Commission on October 13,
2009.
|
15
|
10.5
|
Agreement
- Work Proposal with Technologies Biofermec Inc. dated April 16, 2009,
translation from the original agreement in French.
|
Incorporated
by reference to the Exhibits attached to the Company's report on Form 10-Q
filed with the Securities and Exchange Commission on May 15,
2009.
|
|
10.6
|
2008
Stock Compensation Plan
|
Incorporated
by reference to the Exhibits attached to the Company’s Form 10-K as filed
with the Securities and Exchange Commission on October 13,
2009.
|
|
10.7
|
Consulting
Agreement between the Company and Michel Plante dated October 16,
2009
|
Filed
herewith
|
|
10.8
|
Employment
Contract between the Company and Daniel Trudeau dated December
1, 2009
|
Filed
herewith
|
|
31.1
|
Section
302 Certification- Principal Executive Officer
|
Filed
herewith
|
|
31.2
|
Section
302 Certification Principal Financial Officer
|
Filed
herewith
|
|
32.1
|
Certification
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
Filed
herewith
|
|
32.2
|
Certification
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
Filed
herewith
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
ANTICUS
INTERNATIONAL CORPORATION.
|
|||
|
Date:
|
February
12, 2010
|
By:
|
/s/ Daniel Trudeau
|
|
Name:
|
Daniel
Trudeau
|
||
|
Title:
|
President,
Principal Executive Officer
|
||
|
Date:
|
February
12, 2010
|
By:
|
/s/ Michel Plante
|
|
Name:
|
Michel
Plante
|
||
|
Title:
|
Chief
Financial Officer, Secretary, Principal Financial
Officer
|
16