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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
  For the quarterly period ended September 30, 2023
   
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
   
  For the transition period from __________  to __________
   
  Commission File Number: 333-156091

 

Alterola Biotech, Inc.

(Exact name of Registrant as specified in its charter)

 

Nevada 82-1317032
(State or other jurisdiction of incorporation or organization)  (IRS Employer Identification No.)

 

47 Hamilton Square Birkenhead Merseyside

CH41 5AR United Kingdom

(Address of principal executive offices)

 

+44 151 601 9477
(Registrant’s telephone number)
 
 _______________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

 

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

[X] Yes [ ] No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). [X]  Yes [ ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.

 

Large accelerated Filer Accelerated Filer
Non-accelerated Filer Smaller reporting company
  Emerging growth company

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes [X] No

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1,365,531,951 shares as of November 11, 2023.

 

  

   

 

 

TABLE OF CONTENTS

 

Page

 

PART I – FINANCIAL INFORMATION

 

Item 1: Financial Statements 3
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
Item 3: Quantitative and Qualitative Disclosures About Market Risk 7
Item 4: Controls and Procedures 7

 

PART II – OTHER INFORMATION

 

Item 1: Legal Proceedings 8
Item 1A: Risk Factors 8
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 8
Item 3: Defaults Upon Senior Securities 8
Item 4: Mine Safety Disclosure 8
Item 5: Other Information 8
Item 6: Exhibits 8

 

 2 

 

PART I - FINANCIAL INFORMATION

 

Item 1.     Financial Statements

 

Our consolidated financial statements included in this Form 10-Q are as follows:

 

F-1   Consolidated Balance Sheets as of September 30, 2023 (unaudited) and March 31, 2023;

 

F-2   Consolidated Statements of Operations for the three and six months ended September 30, 2023 and 2022 (unaudited);
   
F-3 Consolidated Statement of Stockholders’ Deficit for the six months ended to September 30, 2023 and 2022 (unaudited);

 

F-4   Consolidated Statements of Cash Flow for the six months ended September 30, 2023 and 2022 (unaudited);

 

F-5   Notes to Consolidated Financial Statements.

 

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the Securities Exchange Commission (“SEC”) instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended September 30, 2023 are not necessarily indicative of the results that can be expected for the full year.

 

 3 

  

ALTEROLA BIOTECH, INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2023 AND MARCH 31, 2023 

 

   September 30, 2023  March 31, 2023
ASSETS        (audited) 
Current Assets          
Bank  $9,102   $8,890 
VAT receivable         37,593 
Deferred tax asset   187,131    189,355 
Inventories   975    986 
           
TOTAL CURRENT ASSETS   197,208    237,184 
           
Intangible assets   300,000    12,139,779 
           
TOTAL ASSETS  $497,208   $12,376,963 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
Current Liabilities          
Accounts payable  $722,124   $611,805 
Accrued expenses   246,370    254,864 
Loan payable, related party   1,550,737    1,260,434 
Total Current Liabilities   2,519,231    2,127,103 
           
Convertible Note  Payable         154,313 
           
Total Liabilities   2,519,231    2,281,416 
           
Stockholders’ Equity (Deficit)          
Preferred Stock, $.001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding            
Common Stock, $.001 par value, 2,000,000,000 shares authorized, 778,031,955 and 807,047,948 shares issued and outstanding, respectively   778,032    807,048 
Treasury stock, 29,015,993 and 0 shares held, respectively   29,016       
Additional paid-in capital   7,581,442    18,927,919 
Accumulated deficit   (10,431,134)   (9,576,247)
Foreign currency translation adjustment   20,621    (63,173)
Total Stockholders’ Equity (Deficit)   

 

(2,022,023

)   10,095,547 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY / (DEFICIT)  $497,208   $12,376,963 

   

 

See accompanying notes to the unaudited consolidated financial statements.

 

 F-1 

  


ALTEROLA BIOTECH, INC.

UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 

                                 
   Three months ended September 30, 2023  Three months ended September 30, 2022  Six months ended September 30, 2023  Six months ended September 30, 2022
             
REVENUES  $     $     $     $   
                     
OPERATING EXPENSES                    
Accounting and audit fees   23,162    32,898    72,100    67,815 
Professional fees   1,895    111,614    7,185    114,010 
Research and development         22,614         41,086 
Legal fees         5,418    12,899    8,029 
Directors fees and expenses   25,000    21,852    196,000    518,640 
Consulting fees   15,937    155,674    333,678    283,094 
Salaries and wages   33,519    96,448    69,458    193,876 
General and administrative expenses   23,644    24,163    25,404    56,821 
TOTAL OPERATING EXPENSES  $123,155   $470,682   $716,724   $1,283,371 
                     
LOSS FROM OPERATIONS   (123,155)   (470,682)   (716,724)   (1,283,371)
                     
OTHER INCOME (EXPENSE)                    
Interest expense         (38)         (38)
Gain (loss) on conversion of note               (138,163)      
TOTAL OTHER INCOME (EXPENSE)   (123,155)   (38)   (138,163)   (38)
                     
PROVISION FOR INCOME TAXES         95,469          95,469 
                     
NET LOSS   (123,155)   (375,252)   (854,887)   (1,187,941)
                     
NET LOSS PER SHARE: BASIC AND DILUTED  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                     
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED   800,109,341    807,047,948    

801,824,998 

    806,332,740 

  

See accompanying notes to the unaudited consolidated financial statements.

 

 F-2 

 

ALTEROLA BIOTECH, INC.

UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE SIX MONTHS PERIOD ENDED SEPTEMBER 30, 2023 

                                                                         
   Common stock  Treasury Shares stock                    
   Shares  Amount  Shares  Amount  Additional paid in capital  Stock Subscriptions   Accumulated other comprehensive income ( loss)  Deficit  Total
                             
Balance, March 31, 2022   802,633,333   $802,633                17,942,833   $ 136,721     $14,599  $(7,833,790)  $11,062,996 
Change in foreign currency                                       17,423          17,423 
Shares issued for cash     280,000       280                                                                    280
Shares issued for cash     384,615       385                         49,615                                 50,000  
Shares issued for subscription of cash                                     136,721       (136,721                        
Shares issued for services     1,500,000       1,500                         319,500                                  321,000  
Shares issued for services     2,250,000       2,250                         479,250                                  481,500  
Net loss for the period ended September 30, 2022                                                (1,187,941)   (1,187,941)
Balance, September 30, 2022   807,047,948   $807,048                18,927,919            $32,021   $(9,021,731)  $10,745,258 
                                                 
Balance, March 31, 2023   807,047,948   $807,048                18,927,919   $        $(63,173)  $(9,576,247)  $10,095,547 
Change in foreign currency                                          83,794          83,794 
Shares reclaimed into treasury shares   (44,064,000)   (44,064)   44,064,000    44,064                                  
Shares issued for warrants   13,500,000    13,500    (13,500,000)   (13,500)                                 
Shares issued for acquisition of Alinova Resources   5,000,000    5,000    (5,000,000)   (5,000)   161,863                         161,863 
Shares issued for services   16,088,000    16,088    (16,088,000)   (16,088)   305,672                         305,672 
Shares issued for services- directors   9,000,000    9,000    (9,000,000)   (9,000)   171,000                         171,000 
Shares issued for settlement of debt   476,000    476    (476,000)   (476)   14,988                         14,988 
Shares reclaimed from asset acquisition cancellation   (24,000,000)   (24,000)   24,000,000    24,000    (12,000,000)                        (12,000,000)
Additional shares reclaimed from asset acquisition cancellation   (5,015,996)   (5,016)   5,015,993    5,016                                
Net loss for the period ended September 30, 2023                                                (854,887)   (854,887)

Balance, September 30,

2023

   778,031,955   $778,032    29,015,993   $29,016    7,581,442   $        $20,621   $(10,431,134)  $(2,022,023)

 

See accompanying notes to the unaudited consolidated financial statements.

  

 F-3 

 

ALTEROLA BIOTECH, INC.

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 

                 
   Six Months Ended September 30, 2023  Six Months Ended September 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss for the period  $(854,887)  $(1,187,941)
Adjustments to reconcile net loss to net cash flows used in operating activities          
Non cash currency adjustments          
Stock for services   321,760    802,500 
Stock to directors   180,000       
Shares issued for warrants   13,500       
Treasury shares received            
Stock subscriptions delivered         136,721 
Changes in assets and liabilities:        —   
Funds in attorney trust         12,409 
Inventory            
VAT receivable   37,953    14,882 
Deferred tax asset   2,224    (131,917)
Accounts payable   110,319    24,533 
Accrued liabilities   (8,494)   (34,400)
Net Cash Used by Operating Activities   (197,625)   (363,213)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Acquisition of intangible assets   35,000       
Net Cash Used by Investing Activities   35,000      
           
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Purchase of common shares for cash   (44,064)   50,280 
Treasury shares received   (170,709)      
Loan from related parties   290,303    246,667 
Net Cash Provided by Financing Activities   75,530    296,947 
           
Net change in cash   (87,095)   (66,266)
           
Foreign currency change   87,307    17,579 
           
Cash and cash equivalents, beginning of period   8,890    63,816 
Cash and cash equivalents, end of period  $9,102   $15,130 
           
SUPPLEMENTAL CASH FLOW INFORMATION          
Interest paid  $     $   
Income taxes paid  $     $   
           
NON-CASH INVESTING AND FINANCING INFORMATION          
Shares issued for Services  $321,760   $802,500 
Shares issued for Stock subscription  $—     $136,721 
Shares issued for asset acquisition  $300,000   $   
Shares issued for conversion of notes payable  $157,815   $   
Shares received for cancellation of asset agreement  $12,000,000   $   

 

See accompanying notes to the unaudited consolidated financial statements.

  

 F-4 

 

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

NOTE 1 – NATURE OF BUSINESS

 

After formation, the Company was in the business of mineral exploration. On May 3, 2010, the Company sold its mineral exploration business and entered into an Intellectual Property Assignment Agreement (“IP Agreement”) with Soren Nielsen pursuant to which Mr. Nielsen transferred his right, title and interest in all intellectual property relating to certain chewing gum compositions having appetite suppressant activity (the “IP”) to the Company for the issuance of 55,000,000 shares of the Company’s common stock.

Following the acquisition of the IP the Company changed its business direction to pursue the development of chewing gums for the delivery of Nutraceutical/functional ingredients for applications such as appetite suppressant, cholesterol suppressant, vitamin delivery, antioxidant delivery and motion sickness suppressant.

Upon completion of the transaction, the business plan of the company changed and was no longer focused on a chewing gum delivery system. The company re-focused its activities on the development of cannabinoid, cannabinoid-like, and non-cannabinoid pharmaceutical active pharmaceutical ingredients (APIs), pharmaceutical medicines made from cannabinoid, cannabinoid-like, and non-cannabinoid APIs and European novel food approval of cannabinoid-based, cannabinoid-like and non-cannabinoid ingredients and products. In addition, the company plans to develop such bulk ingredients for supply into the cosmetic sector.

 

On January 19, 2021, the Company entered into a Stock Purchase Agreement (the “Agreement”) with ABTI Pharma Limited, a company registered in England and Wales (“ABTI Pharma”), pursuant to which the Company agreed to acquire all of the outstanding shares of capital stock of ABTI Pharma from its shareholders in exchange for 600,000,000 shares of the Company pro rata to the ABTI Pharma shareholders. The shares were issued on January 29, 2021 in anticipation of the closing and the parties to the transaction agreed in a March 24, 2021 amendment to close upon the ABTI Pharma Limited Shares being transferred to the Company, which was to occur upon the filing by the Company of its outstanding December 31, 2020 quarterly report on Form 10-Q, which was filed on May 28, 2021 with the Securities and Exchange Commission. The transaction closed on May 28, 2021.

 

The transaction was accounted for as a reverse acquisition and recapitalization. ABTI Pharma was the acquirer for accounting purposes and the Company was the issuer. The historical financial statements presented are the financial statements of ABTI. The Agreement was treated as a recapitalization and not as a business combination; at the date of the acquisition, the net liabilities of the legal acquirer, Alterola, were $389,721.

 

On December 2, 2021, the Company closed an Asset Purchase Agreement (the “Purchase Agreement”) with C2 Wellness Corp., a Wyoming corporation, and Dr. G. Sridhar Prasad (together, the “Seller”) and acquired certain IP assets (the “Assets”) from Seller, which include:

 

Novel cannabinoid molecules and their associated intellectual property;
Novel cannabinoid pro-drugs, and their associated intellectual property;
Novel proprietary cannabinoid formulations, designed to target lymphatic delivery, and their associated intellectual property;
Novel proprietary nano-encapsulated cannabinoid formulations, in self-dissolving polymers, and their associated intellectual property; and
Cannabinoids and cannabinoid pro-drug formulations for topical ocular delivery, and their associated intellectual property.

 

 F-5 

 

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATEDEDFINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

NOTE 1 – NATURE OF BUSINESS (CONTINUED)

 

In exchange for the Assets, the Company issued to Seller shares of common stock. On September 8, 2023, the Company and Seller entered into an Agreement to Return Assets and the shares, such that the Company transferred the Assets back to the Seller and the Seller paid 29,015,993 shares of ABTI common stock to the Company.

 

As of July 5, 2023, we acquired intellectual property from Alinova Biosciences Ltd. We acquired Alinova’s joint interest in the patent family of PTX 0001. We paid 35,000 Sterling in cash and 5,000,000 shares of ABTI stock.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United State of America (GAAP accounting) and include the accounts of Alterola and its wholly owned subsidiaries ABTI Pharma, Phytotherapeutix Ltd, Ferven Ltd., and Nano4M Ltd. All material intercompany transactions and balances have been eliminated.

 

The Company had a September 30 fiscal year end. Subsequent to the Agreement with ABTI Pharma, the Company has changed its year end from September 30 to March 31.

 

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

 

Fair Value of Financial Instruments

Alterola’s financial instruments consist of cash and equivalents, accrued expenses, accrued interest and notes payable. The carrying amount of these financial instruments approximates fair value (“FV”) due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

FV is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The FV should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the FV of liabilities should include consideration of non-performance risk including our own credit risk.

 

 F-6 

 

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATEDEDFINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Fair Value of Financial Instruments (continued)

In addition to defining FV, the disclosure requirements around FV establish a FV hierarchy for valuation inputs which is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring FV are observable in the market. Each FV measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the FV measurement in its entirety. These levels are:

 

Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

 

Level 2 – inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The FV are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

 

The carrying value of the Company’s financial assets and liabilities which consist of cash, accounts payable and accrued liabilities, and notes payable are valued using level 1 inputs. The Company believes that the recorded values approximate their FV due to the short maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments.

 

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

Foreign Currency Translation

The financial statements are presented in US Dollars. Transactions with foreign subsidiaries where US dollars are not the functional currency will be recorded in accordance with Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830 Foreign Currency Transaction. According to Topic 830, all assets and liabilities are translated at the exchange rate on the balance sheet date, stockholders’ equity is translated at historical rates and statement of operations items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) in accordance with ASC Topic 220, Comprehensive Income. Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the statement of operations and comprehensive income (loss)

 

Revenue Recognition

On January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605. As of and for the year ended March 31, 2023, the financial statements were not materially impacted as a result of the application of Topic 606 compared to Topic 605.

 

 F-7 

 

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Loss Per Common Share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.

 

Stock-Based Compensation

Stock-based compensation is accounted for at FV in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options

 

Research and development

We engage in a variety of research and development activities to develop our technologies and work toward development of a saleable product. When it is determined that the research and development products we are creating have reached a point where saleable products are possible, these amounts are capitalized. As of September 30, 2023 and March 31 ,2023 there are no capitalized research and development costs.

 

The research and development costs incurred by the company relate to the following:

 

Licenses for patent and know-how (Nano 4 M)- this relates to the company’s formulation of Active Pharmaceutical Ingredients ( API) for its lead pharmaceutical programs.
Protein Technologies /Bright Bio/Equipped 4 – this relates to the company’s research into production of cannabinoids by biosynthesis (as opposed to botanical production by growing plants). The company has genetically modified an organism to produce cannabinoids by fermentation (similar to methodology used for the production of antibiotics)
Apex Molecular Ltd.- the company has a number of pharmaceutical development programs using both novel and natural molecules. The Company employs third party chemistry/ contract, manufacturing companies such as Apex Molecular Ltd. to synthesize and purify these compounds for their pharmaceutical development programs.
Acquisition of intellectual property from Alinova Biosciences Ltd.
Continued patent prosecution and internationalization of company intellectual property.
Staff costs and consultancy costs related to R&D.

 

Other Intangible Assets

We have recorded the assets acquired as part of the C2 Wellness acquisition as indefinite lived Intangible assets. Indefinite life intangible assets recorded are not amortized and, as a result, are assessed for impairment at least annually, using either a qualitative or quantitative process. We performed this annual assessment as of March 31, 2023, noting no factors indicating possible impairment of intangible assets recognized.

 

Recent Accounting Pronouncements

Alterola does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

 F-8 

 

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

NOTE 3 – ACCRUED EXPENSES

 

Accrued expenses consisted of the following at September 30, 2023 and March 31, 2023

 

   September 30, 2023  March 31,2023
Audit fees  $5,500   $15,000 
Accounting   7,955    7,407 
Research and development   9,433    9,433 
General and administrative   106,847    115,821 
Legal fees and transfer agent   116,635    107,203 
Total Accrued Expenses  $246,370   $254,864 

 

NOTE 4 – CAPITAL STOCK

 

The Company has 2,000,000,000 shares of $.001 par value common stock authorized and 10,000,000 shares of $.001 par value preferred stock authorized.

 

During September 2021, the Company received an investment for £100,000 Sterling (or $137,627) in exchange for a subscription for 280,000 shares. On May 2, 2022, the Company issued the 280,000 shares to the investor. On May 4, 2022, the Company issued 2,250,000 shares to a director as part of the employment contract at $0.214 per share, or $481,500. On August 1, 2022, the Company entered into agreements for a total of $75,000 US Dollars. A total of 2,250,000 shares were issued to note holders in connection with these loan agreements. See Note 5. These loans were repaid in full by December 23, 2022. 

 

On August 11, 2021, the Company issued 15,000,000 warrants to purchase common stock at $0.64 per share. The warrants were issued with a 5 year term.  The warrants exercise price includes a declining scale with the stock price. As of December 31, 2022, the warrants were exercisable at $0.001 per share and the total potential impact on the financial statements of the exercise of the warrants was approximately $1 million dollars. 

 

On April 5, 2022, the company issued 384,615 shares to an investor for an investment of $50,000 (at a price of $0.13 per share). On April 29, 2022, the Company issued 1,500,000 shares for services under a consultancy agreement at $0.214 per share, or $321,000

 

As of September 30, 2023, the warrants were exercisable at $0.001 per share and the total potential impact on the financial statements of the exercise of the warrants was approximately $15,000.

 

On October 29, 2021, the Company issued 7,500,000 shares of stock in exchange for services provided by EMC2 Capital. The shares were issued at fair value of the date of exchange, or $2,399,250. As pursuant to the asset purchase agreement dated November 9, 2021, the Company acquired certain intellectual property rights of C2 Wellness Corp. In exchanges for the assets acquired, the Company issued 24,000,000 shares of common stock valued at $0.50 per share. The intellectual property rights acquired are recorded as intangible assets as of December 31, 2021 for $12,000,000. These assets were disposed of in an agreement dated September 8, 2023 in exchange of 29,015,993 ABTI shares being returned to Treasury.

 

On or about March 3, 2022, the Company issued 16,000,000 shares of stock for services under a consulting agreement. The shares were issued at fair value the date of the exchange, or $3,360,000

 

On June 6, 2023, the Company reclaimed 44,064,000 shares into Treasury.

 

On June 13, 2023, we issued 13,500,000 shares of common stock to EMC2 Capital LLC following the cashless exercise of their 15,000,000 Warrants issued in August 2021.

 

 F-9 

 

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

NOTE 4 – CAPITAL STOCK (CONTINUED)

 

On June 13, 2023, we issued 476,000 shares of common stock to Alison Rose Burgess as settlement of a £125,000 Sterling loan under the terms and conditions of the loan dated 21 September 2021.

 

On June 13, 2023, we issued 5,000,000 shares of common stock to Alinova Biosciences Ltd as part payment of consideration for the acquisition of intellectual property.

 

On June 13, 2023, we issued 5,999,900 shares of common stock to Long Eight Limited as part payment of consideration for services received by Green Ocean Administration Limited.

 

On June 13, 2023, we issued 10,088,100 shares of common stock to Warren Law Group to be held in escrow as potential part payment for services received from Bridgeway Capital Partners LLC, Bridgeway Capital Partners II LLC and Entoro Securities LLC.

 

On June 14, 2023, we issued 9,000,000 shares of common stock to our Directors as payment for their services as Directors. 

 

Finally, on September 8, 2023, the Company entered into an Agreement to Return Assets and Shares with C2 Wellness Corp. As part of the agreement, the company received 29,015,993 shares of ABTI stock and returned all assets related to the acquisition, resulting in a write-off of $12,000,000 in intangibles.

 

The Company had 778,031,955  and 807,047,948 shares of common stock issued and outstanding as of September 30, 2023 and March 31, 2023, respectively. There are no shares of preferred stock issued and outstanding as of September 30, 2023 and March 31, 2023.

 

NOTE 5 – NOTES PAYABLE

 

On August 1, 2022, the Company issued a note payable for 90 days bearing zero interest for the term of the note, for cash received by the Company on June 29, 2022 and July 18, 2022 totaling $75,000. As part of the note the Company committed delivery of 2,250,000 shares to the noteholders. The loans totaling $75,000 were repaid in full by December 23, 2022.

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

Alterola neither owns nor leases any real or personal property. An officer has provided office space without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

 

During the period ended September 30, 2023, a shareholder made advances to the company to fund operating expenses in the amount of $1,550,737. These advances are non – interest bearing and have no specified terms of repayment.

 

 F-10 

 

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

NOTE 7 – LIQUIDITY & GOING CONCERN

 

Alterola has negative working capital of $2,322,023, has an accumulated deficit of $10,431,134, and has not received revenues from sales of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

 

The ability of Alterola to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

 

NOTE 8 – SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855-10, the Company analyzed its operations subsequent to September 30, 2023 to the date these financial statements were issued, and determined it does not have any material subsequent events to disclose in these financial statements, except as noted below.

 

On October 16, 2023, TPR Global Limited, Equipped 4 Holdings Limited and Phytotherapeutix Holdings Ltd converted a total of $2.35m USD of debt in Alterola Biotech Inc. (the “Company”) into common shares at a price of $0.004 per share. 

 

 F-11 

 

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

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.   These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

Overview

 

Recent Developments

 

On August 26, 2022, we entered into a letter of intent (the “LOI”) dated August 25, 2022 with Bright Green Corporation (“Bright Green”), a Delaware corporation, with a binding provision for Bright Green to acquire a 25% interest (the “Share Purchase”) in our company from existing shareholders in exchange for $4,000,000 (the “Purchase Price”). The LOI also has a non-binding option for Bright Green to acquire all of our outstanding capital stock.

 

A Share Purchase Agreement was executed on October 3, 2022 and the Purchase Price was divided equally among the following shareholder companies for their shares, controlled by affiliates of our company namely: Phyotherapeutix Holdings Ltd (Colin Stott), Equipped4 Holdings Limited (Dominic Schiller) and TPR Global Limited (Timothy Rogers). These shareholder affiliates, through their respective companies, have committed to enter into loan agreements with our company to provide up to $4,000,000 USD of working capital, subject to the terms and conditions of the signed SPA dated October 03, 2022 being fulfilled. To date, these shareholder affiliates have only received a total of $2,350,000 USD. In accordance with the terms of the loan agreements, the shareholder affiliates had the right to call in the loans from the maturity date (June 03, 2023).

 

The non-binding option has expired for Bright Green to acquire our company and the parties have not been able to reach a new agreement. As a result, we are no longer in discussions with Bright Green for a potential acquisition, and Mr. Rahif, brought on as a board member for the transaction, has departed the company.

 

Additionally, as a result of the recent sale of the assets and intellectual property back to C2 Wellness Corp. on September 8, 2023, C2 Wellness Corp. has now regained the following assets and intellectual property:

 

§Novel cannabinoid molecules and their associated intellectual property;
§Novel cannabinoid pro-drugs, and their associated intellectual property;
§Novel proprietary cannabinoid formulations, designed to target lymphatic delivery, and their associated intellectual property;
§Novel proprietary nano-encapsulated cannabinoid formulations, in self dissolving polymers, and their associated intellectual property; and
§Cannabinoids and cannabinoid pro-drug formulations for topical ocular delivery, and their associated intellectual property.

 

 4 

 

Our Business 

 

Our goal is to provide better medicines for patients around the world. We believe in harnessing the therapeutic potential of cannabinoids and cannabinoid- like compounds, which can be developed into valuable treatments to seriously ill patients. Rather than just focusing on one method of identifying, researching and developing such medicines, we are interested in developing new medicines from all sources including botanical, traditional chemical synthesis and biosynthetic methodologies.

 

On May 28, 2021, we acquired ABTI Pharma Limited, a company registered in England and Wales (“ABTI Pharma”), with the purchase of all of its capital stock in exchange for 600,000,000 shares of our common stock pro rata to the ABTI Pharma shareholders.

 

As a result of the acquisition, we are a pharmaceutical company working with cannabinoid and cannabinoid like molecules. We have three areas of focus:

 

  1) Development of regulated pharmaceuticals (human and animal health) and regulated food products. This has been achieved via the strategic acquisition of Phytotherapeutix Ltd.;

 

  2) Production of low cost of goods Active Pharmaceutical Ingredient (API) and food-grade ingredients (supported by the strategic acquisition of Ferven Ltd); and

 

  3) Formulation, and drug delivery, providing improved bioavailability, solubility and stability (supported by the exclusive licensing of IP and technology from Nano4M Ltd).

 

Phytotherapeutix Ltd, a subsidiary of ABTI Pharma Ltd, has generated a number of molecules with patents pending, some of which have demonstrable pharmacological activity, similar to that of CBD. This means that some of these molecules are anticipated to have a similar market potential to CBD across a range of therapeutic areas.

  

Ferven Ltd, another subsidiary of ABTI Pharma Ltd, is looking to produce cannabinoids by fermentation. The exclusively licensed organism has the potential to be genetically modified to produce multiple cannabinoids at an anticipated very low cost of goods. It is anticipated that the selected genetically modified organisms will grow very quickly, which in turn, reduces the cost of production.

 

Nano4M Ltd is a company which has exclusively licensed its nano-formulation patents and know-how to ABTI Pharma Ltd.

 

Additionally, we may consider entering into Joint Venture Partnerships, or acquire companies with complimentary portfolios or enter into Licensing Agreements to enhance the product portfolio. These are strategies the Company may implement and any such opportunities will be assessed on a case by case basis and on their merit at the time.

 

Alterola and ABTI Pharma Ltd management have extensive experience, know-how and connections in the cannabinoid medicines sector, and are looking to utilize this knowledge and experience for the development of such medicines from existing cannabinoids and cannabinoid-like molecules.

 

Our address is 47 Hamilton Square Birkenhead Merseyside CH41 5AR United Kingdom. Our telephone number is +44 151 601 9477. Our website is www.alterolabio.com. The company has a fully operational US$ and a £ sterling bank account in the United Kingdom with the HSBC Group.

 

We do not incorporate the information on or accessible through our websites into this Quarterly Report, and you should not consider any information on, or that can be accessed through, our websites a part of this Quarterly Report.

 

 5 

 

Results of Operations for the Three and Six Months Ended September 30, 2023 and 2022

 

We have generated no revenues since inception and we do not anticipate earning revenue until such time that we are able to market and sell our ingredients and / or products / medicines.  

 

We incurred operating expenses of $123,155 for the three months ended September 30, 2023, as compared with $470,682 for the same period ended 2022. We incurred operating expenses of $716,724 for the six months ended September 30, 2023, as compared with $1,283,371 for the same period ended 2022.

 

Our operating expenses for the six months ended September 30, 2023 decreased over the same period in 2022 mainly as a result of less spent on director fees and professional fees. Our director fees and expenses were $196,000 and our professional fees were $7,185 for the six months ended September 30, 2023, as compared with $518,640 in director fees and $114,010 in professional fees for the six months ended September 30, 2022.

 

We also had no expenses for research and development for the six months ended September 30, 2023, with $41,086 in research and development for the six months ended September 30, 2022.

 

If we are able to obtain financing, we expect that our operational expenses will increase significantly for the balance of the fiscal year ended March 31, 2024 and beyond. This would be the result of increased research and development expenses associated with our product candidates, the development of those candidates in compliance with regulatory processes, laws and regulations, increased payroll as we take on more help, as well as the expenses associated with our reporting obligations with the Securities and Exchange Commission.

 

We recorded a net loss of $123,155 for the three months ended September 30, 2023, as compared with $375,252 for the same period ended 2022. We recorded a net loss of $854,887 for the six months ended September 30, 2023, as compared with $1,187,941 for the same period ended 2022.

 

As a relatively recently formed pharmaceutical company, the company has limited operations to date, and expects to have reoccurring losses, as is typical with companies in the pharmaceutical industry, for the foreseeable future. As explained above, the company intends to raise capital and ramp up its efforts to bring its product candidates to market. This will require significant capital, product development to continue and complete and momentum on those product candidates through the regulatory process. There are no assurances that we will be able to generate revenues and achieve profitable operations.

 

Liquidity and Capital Resources

 

As of September 30, 2023, we had $197,208 in current assets, consisting mostly of a deferred tax credit, and current liabilities of $2,519,231. We had a working capital deficit of $2,322,023 as of September 30, 2023, compared with a working capital deficit of $1,889,920 as of March 31, 2023.

 

We used cash for operating activities of $197,625 for the six months ended September 30, 2023, as compared with cash used of $363,213 for the same period ended 2022. Our negative operating cash flow the six months ended September 30, 2023 was mainly the result of a net loss, offset by shares issued for services, to directors and others. Our negative operating cash flow the six months ended September 30, 2022 was mainly the result of a net loss, offset by shares issued for services and stock subscriptions delivered.

 

We used $35,000 in cash for investing activities for the six months ended September 30, 2023, as compared with no cash used for the same period ended 2022., as a result of intellectual property acquired from Alinova Biosciences Ltd.  

 

Financing activities provided $75,530 for the six months ended September 30, 2023, as a result of related party notes.

 

Financing activities provided $296,947 for the six months ended September 30, 2022, as a result of related party notes.

 

As part of the SPA, executed on October 03, 2022, the shareholder affiliates, through their respective companies, have committed to enter into loan agreements with our company to provide up to $4,000,000 USD of working capital. To date, these shareholder affiliates have only received a total of $2,350,000 USD. In accordance with the terms of the loan agreements, the shareholder affiliates had the right to call in the loans from the maturity date (June 03, 2023). 

 

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next 12 months. We intend to fund operations through short-term or long-term debt and/or equity financing arrangements, however this may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.   

 

 6 

 

Off Balance Sheet Arrangements

 

As of September 30, 2023, we had no off-balance sheet arrangements.

 

Going Concern

 

Our financial statements were prepared assuming we will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have negative working capital of $2,322,023 as of September 30, 2023, and have an accumulated deficit of $10,431,134. We expect to incur further losses in the development of our business and have been dependent on funding operations from inception. These conditions raise substantial doubt about our ability to continue as a going concern. Management’s plans include continuing to finance operations through the private or public placement of debt and/or equity securities and the reduction of expenditures. However, no assurance can be given at this time as to whether we will be able to achieve these objectives. The financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

 

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 4.     Controls and Procedures

 

Disclosure Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2023. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2023, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2023, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

 

Our company plans to take steps to enhance and improve the design of internal controls over financial reporting. On October 2023, the company appointed a new Chief Financial Officer. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending March 31, 2024: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

Changes in Internal Control over Financial Reporting

 

Aside from above, there were no changes in our internal control over financial reporting during the three months ended September 30, 2023 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

 

 7 

 

PART II – OTHER INFORMATION

 

Item 1.     Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A:  Risk Factors

 

Please see the Risk Factors contained in our Annual Report on Form 10-K filed with the SEC on July 10, 2023, which are incorporated herein by reference.

 

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

 

On September 8, 2023, the Company entered into an Agreement to Return Assets and Shares with C2 Wellness Corp. As part of the agreement, the company received 29,015,996 shares of ABTI stock and returned all assets related to the acquisition, resulting in a write-off of $12,000,000 in intangibles.

 

On October 16, 2023, TPR Global Limited, Equipped 4 Holdings Limited and Phytotherapeutix Holdings Ltd converted a total of $2.35m USD of debt in the Company into common shares at a price of $0.004 per share.

 

The issuance of the shares is exempt from registration in reliance upon Section 4(2) and/or Regulation D of the Securities Act of 1933, as amended.

 

Item 3.     Defaults upon Senior Securities

 

None

 

Item 4.     Mine Safety Disclosures

 

Not applicable.

 

Item 5.     Other Information

 

On October 10, 2023 Mr. Tim Rogers resigned as Chief Financial Officer and Mr. David Hitchcock resigned as company Secretary. On the same day, Mr. Nathan Thompson was appointed as Chief Financial Officer and Secretary. At present, we do not have a compensation arrangement with Mr. Thompson.

 

Item 6.      Exhibits

 

Exhibit Number Description of Exhibit
31.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101** The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 formatted in Extensible Business Reporting Language (XBRL).
**Provided herewith  

 

 8 

 

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.

 

  Alterola Biotech, Inc.
   
Date: November 21, 2023
   
 

By: /s/ David Hitchcock

David Hitchcock

Title:   Chief Executive Officer (Principal Executive Officer) and Director

 

Date: November 21, 2023
   
 

By: /s/ Nathan Thompson 

Nathan Thompson

Title:    Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), and Director

 

 9 

CERTIFICATIONS

 

I, David Hitchcock, certify that;

 

1.   I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2023 of Alterola Biotech, Inc. (the “registrant”);

 

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

c.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 21, 2023

 

/s/ David Hitchcock

By: David Hitchcock

Title: Chief Executive Officer, Principal Executive Officer and Director

CERTIFICATIONS

 

I, Nathan Thompson, certify that

 

1.   I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2023 of Alterola Biotech, Inc. (the “registrant”);

 

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

c.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 21, 2023

 

/s/ Nathan Thompson

By: Nathan Thompson

Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), and Director

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Alterola Biotech, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023 filed with the Securities and Exchange Commission (the “Report”), I, David Hitchcock, Chief Executive Officer and I, Nathan Thompson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

 

2.The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

 

By: /s/ David Hitchcock
Name: David Hitchcock
Title: Chief Executive Officer and Director
Date: November 21, 2023

 

By: /s/ Nathan Thompson
Name: Nathan Thompson
Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), and Director
Date: November 21, 2023

 

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

v3.23.3
Cover - shares
6 Months Ended
Sep. 30, 2023
Nov. 11, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2023  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --03-31  
Entity File Number 333-156091  
Entity Registrant Name Alterola Biotech, Inc.  
Entity Central Index Key 0001442999  
Entity Tax Identification Number 82-1317032  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 47 Hamilton Square  
Entity Address, City or Town Birkenhead Merseyside  
Entity Address, Country GB  
Entity Address, Postal Zip Code CH41 5AR  
City Area Code 151  
Local Phone Number 601 9477  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   1,365,531,951
v3.23.3
UNAUDITED CONSOLIDATED BALANCE SHEETS - USD ($)
Sep. 30, 2023
Mar. 31, 2023
Current Assets    
Bank $ 9,102 $ 8,890
VAT receivable 37,593
Deferred tax asset 187,131 189,355
Inventories 975 986
TOTAL CURRENT ASSETS 197,208 237,184
Intangible assets 300,000 12,139,779
TOTAL ASSETS 497,208 12,376,963
Current Liabilities    
Accounts payable 722,124 611,805
Accrued expenses 246,370 254,864
Loan payable, related party 1,550,737 1,260,434
Total Current Liabilities 2,519,231 2,127,103
Convertible Note  Payable 154,313
Total Liabilities 2,519,231 2,281,416
Stockholders’ Equity (Deficit)    
Preferred Stock, $.001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding
Common Stock, $.001 par value, 2,000,000,000 shares authorized, 778,031,955 and 807,047,948 shares issued and outstanding, respectively 778,032 807,048
Treasury stock, 29,015,993 and 0 shares held, respectively 29,016
Additional paid-in capital 7,581,442 18,927,919
Accumulated deficit (10,431,134) (9,576,247)
Foreign currency translation adjustment 20,621 (63,173)
Total Stockholders’ Equity (Deficit) (2,022,023) 10,095,547
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY / (DEFICIT) $ 497,208 $ 12,376,963
v3.23.3
UNAUDITED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Sep. 30, 2023
Sep. 08, 2023
Mar. 31, 2023
Statement of Financial Position [Abstract]      
Preferred Stock, Par or Stated Value Per Share $ 0.001   $ 0.001
Preferred Stock, Shares Authorized 10,000,000   10,000,000
Preferred Stock, Shares Issued 0   0
Preferred Stock, Shares Outstanding 0   0
Common Stock, Par or Stated Value Per Share $ 0.001   $ 0.001
Common Stock, Shares Authorized 2,000,000,000   2,000,000,000
Common Stock, Shares, Outstanding 778,031,955   807,047,948
Treasury Stock, Common, Shares 29,015,993 29,015,993 0
v3.23.3
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
3 Months Ended 6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]        
REVENUES
OPERATING EXPENSES        
Accounting and audit fees 23,162 32,898 72,100 67,815
Professional fees 1,895 111,614 7,185 114,010
Research and development 22,614   41,086
Legal fees 5,418 12,899 8,029
Directors fees and expenses 25,000 21,852 196,000 518,640
Consulting fees 15,937 155,674 333,678 283,094
Salaries and wages 33,519 96,448 69,458 193,876
General and administrative expenses 23,644 24,163 25,404 56,821
TOTAL OPERATING EXPENSES 123,155 470,682 716,724 1,283,371
LOSS FROM OPERATIONS (123,155) (470,682) (716,724) (1,283,371)
OTHER INCOME (EXPENSE)        
Interest expense (38) (38)
Gain (loss) on conversion of note (138,163)
TOTAL OTHER INCOME (EXPENSE) (123,155) (38) (138,163) (38)
PROVISION FOR INCOME TAXES 95,469 95,469
NET LOSS $ (123,155) $ (375,252) $ (854,887) $ (1,187,941)
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ (0.00) $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED 800,109,341 807,047,948 801,824,998 806,332,740
v3.23.3
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)
Common Stock [Member]
Treasury Stock, Common [Member]
Additional Paid-in Capital [Member]
Stock Subscription [Member]
Comprehensive Income [Member]
Retained Earnings [Member]
Total
Beginning balance, value at Mar. 31, 2022 $ 802,633 $ 17,942,833 $ 136,721 $ 14,599 $ (7,833,790) $ 11,062,996
Shares, Issued at Mar. 31, 2022 802,633,333          
Change in foreign currency 17,423 17,423
Shares issued for cash $ 280 280
[custom:StockIssuedDuringPeriodSharesForCash] 280,000          
Shares issued for cash $ 385 49,615 50,000
Stock Issued During Period, Shares, New Issues 384,615          
Shares issued for settlement of debt 136,721 (136,721)
Stock Issued During Period, Shares, Other          
Shares issued for services $ 1,500 319,500 321,000
Stock Issued During Period, Shares, Issued for Services 1,500,000          
Shares issued for services- directors $ 2,250 479,250 481,500
Stock Issued During Period, Shares, Employee Benefit Plan 2,250,000          
Net loss (1,187,941) (1,187,941)
Ending balance, value at Sep. 30, 2022 $ 807,048 18,927,919 32,021 (9,021,731) 10,745,258
Shares, Issued at Sep. 30, 2022 807,047,948          
Beginning balance, value at Mar. 31, 2023 $ 807,048 18,927,919 (63,173) (9,576,247) 10,095,547
Shares, Issued at Mar. 31, 2023 807,047,948          
Change in foreign currency 83,794 83,794
Shares issued for settlement of debt $ 476 $ (476) 14,988 14,988
Stock Issued During Period, Shares, Other 476,000 (476,000)          
Shares issued for services $ 16,088 $ (16,088) 305,672 305,672
Stock Issued During Period, Shares, Issued for Services 16,088,000 (16,088,000)          
Shares issued for services- directors $ 9,000 $ (9,000) 171,000 171,000
Stock Issued During Period, Shares, Employee Benefit Plan 9,000,000 (9,000,000)          
Net loss (854,887) (854,887)
Shares reclaimed into treasury shares $ (44,064) $ 44,064
Stock Issued During Period, Shares, Treasury Stock Reissued (44,064,000) 44,064,000          
Shares issued for warrants $ 13,500 $ (13,500)
Stock Issued During Period, Shares, Conversion of Convertible Securities 13,500,000 (13,500,000)          
Shares issued for acquisition of Alinova Resources $ 5,000 $ (5,000) 161,863 161,863
Stock Issued During Period, Shares, Acquisitions 5,000,000 (5,000,000)          
Shares reclaimed from asset acquisition cancellation $ (24,000) $ 24,000 (12,000,000) (12,000,000)
[custom:StockReclaimedDuringPeriodSharesAcquisitionCancellation] (24,000,000) 24,000,000          
Additional shares reclaimed from asset acquisition cancellation $ (5,016) $ 5,016
[custom:StockReclaimedAdditionalDuringPeriodSharesAcquisitionCancellation] (5,015,996) 5,015,993          
Ending balance, value at Sep. 30, 2023 $ 778,032 $ 29,016 $ 7,581,442 $ 20,621 $ (10,431,134) $ (2,022,023)
Shares, Issued at Sep. 30, 2023 778,031,955 29,015,993          
v3.23.3
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)
6 Months Ended
Sep. 30, 2023
Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss for the period $ (854,887) $ (1,187,941)
Adjustments to reconcile net loss to net cash flows used in operating activities    
Stock for services 321,760 802,500
Stock to directors 180,000
Shares issued for warrants 13,500
Treasury shares received
Stock subscriptions delivered 136,721
Changes in assets and liabilities:    
Funds in attorney trust 12,409
Inventory
VAT receivable 37,953 14,882
Deferred tax asset 2,224 (131,917)
Accounts payable 110,319 24,533
Accrued liabilities (8,494) (34,400)
Net Cash Used by Operating Activities (197,625) (363,213)
CASH FLOWS FROM INVESTING ACTIVITIES    
Acquisition of intangible assets 35,000
Net Cash Used by Investing Activities 35,000
CASH FLOWS FROM FINANCING ACTIVITIES    
Purchase of common shares for cash (44,064) 50,280
Treasury shares received (170,709)
Loan from related parties 290,303 246,667
Net Cash Provided by Financing Activities 75,530 296,947
Net change in cash (87,095) (66,266)
Foreign currency change 87,307 17,579
Cash and cash equivalents, beginning of period 8,890 63,816
Cash and cash equivalents, end of period 9,102 15,130
SUPPLEMENTAL CASH FLOW INFORMATION    
Interest paid
Income taxes paid
NON-CASH INVESTING AND FINANCING INFORMATION    
Shares issued for Services 321,760 802,500
Shares issued for asset acquisition 300,000
Shares issued for conversion of notes payable 157,815
Shares received for cancellation of asset agreement $ 12,000,000
v3.23.3
NOTE 1 – NATURE OF BUSINESS
6 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NOTE 1 – NATURE OF BUSINESS

NOTE 1 – NATURE OF BUSINESS

 

After formation, the Company was in the business of mineral exploration. On May 3, 2010, the Company sold its mineral exploration business and entered into an Intellectual Property Assignment Agreement (“IP Agreement”) with Soren Nielsen pursuant to which Mr. Nielsen transferred his right, title and interest in all intellectual property relating to certain chewing gum compositions having appetite suppressant activity (the “IP”) to the Company for the issuance of 55,000,000 shares of the Company’s common stock.

Following the acquisition of the IP the Company changed its business direction to pursue the development of chewing gums for the delivery of Nutraceutical/functional ingredients for applications such as appetite suppressant, cholesterol suppressant, vitamin delivery, antioxidant delivery and motion sickness suppressant.

Upon completion of the transaction, the business plan of the company changed and was no longer focused on a chewing gum delivery system. The company re-focused its activities on the development of cannabinoid, cannabinoid-like, and non-cannabinoid pharmaceutical active pharmaceutical ingredients (APIs), pharmaceutical medicines made from cannabinoid, cannabinoid-like, and non-cannabinoid APIs and European novel food approval of cannabinoid-based, cannabinoid-like and non-cannabinoid ingredients and products. In addition, the company plans to develop such bulk ingredients for supply into the cosmetic sector.

 

On January 19, 2021, the Company entered into a Stock Purchase Agreement (the “Agreement”) with ABTI Pharma Limited, a company registered in England and Wales (“ABTI Pharma”), pursuant to which the Company agreed to acquire all of the outstanding shares of capital stock of ABTI Pharma from its shareholders in exchange for 600,000,000 shares of the Company pro rata to the ABTI Pharma shareholders. The shares were issued on January 29, 2021 in anticipation of the closing and the parties to the transaction agreed in a March 24, 2021 amendment to close upon the ABTI Pharma Limited Shares being transferred to the Company, which was to occur upon the filing by the Company of its outstanding December 31, 2020 quarterly report on Form 10-Q, which was filed on May 28, 2021 with the Securities and Exchange Commission. The transaction closed on May 28, 2021.

 

The transaction was accounted for as a reverse acquisition and recapitalization. ABTI Pharma was the acquirer for accounting purposes and the Company was the issuer. The historical financial statements presented are the financial statements of ABTI. The Agreement was treated as a recapitalization and not as a business combination; at the date of the acquisition, the net liabilities of the legal acquirer, Alterola, were $389,721.

 

On December 2, 2021, the Company closed an Asset Purchase Agreement (the “Purchase Agreement”) with C2 Wellness Corp., a Wyoming corporation, and Dr. G. Sridhar Prasad (together, the “Seller”) and acquired certain IP assets (the “Assets”) from Seller, which include:

 

Novel cannabinoid molecules and their associated intellectual property;
Novel cannabinoid pro-drugs, and their associated intellectual property;
Novel proprietary cannabinoid formulations, designed to target lymphatic delivery, and their associated intellectual property;
Novel proprietary nano-encapsulated cannabinoid formulations, in self-dissolving polymers, and their associated intellectual property; and
Cannabinoids and cannabinoid pro-drug formulations for topical ocular delivery, and their associated intellectual property.

 

 

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATEDEDFINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

NOTE 1 – NATURE OF BUSINESS (CONTINUED)

 

In exchange for the Assets, the Company issued to Seller shares of common stock. On September 8, 2023, the Company and Seller entered into an Agreement to Return Assets and the shares, such that the Company transferred the Assets back to the Seller and the Seller paid 29,015,993 shares of ABTI common stock to the Company.

 

As of July 5, 2023, we acquired intellectual property from Alinova Biosciences Ltd. We acquired Alinova’s joint interest in the patent family of PTX 0001. We paid 35,000 Sterling in cash and 5,000,000 shares of ABTI stock.

 

v3.23.3
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United State of America (GAAP accounting) and include the accounts of Alterola and its wholly owned subsidiaries ABTI Pharma, Phytotherapeutix Ltd, Ferven Ltd., and Nano4M Ltd. All material intercompany transactions and balances have been eliminated.

 

The Company had a September 30 fiscal year end. Subsequent to the Agreement with ABTI Pharma, the Company has changed its year end from September 30 to March 31.

 

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

 

Fair Value of Financial Instruments

Alterola’s financial instruments consist of cash and equivalents, accrued expenses, accrued interest and notes payable. The carrying amount of these financial instruments approximates fair value (“FV”) due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

FV is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The FV should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the FV of liabilities should include consideration of non-performance risk including our own credit risk.

 

 

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATEDEDFINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Fair Value of Financial Instruments (continued)

In addition to defining FV, the disclosure requirements around FV establish a FV hierarchy for valuation inputs which is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring FV are observable in the market. Each FV measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the FV measurement in its entirety. These levels are:

 

Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

 

Level 2 – inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The FV are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

 

The carrying value of the Company’s financial assets and liabilities which consist of cash, accounts payable and accrued liabilities, and notes payable are valued using level 1 inputs. The Company believes that the recorded values approximate their FV due to the short maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments.

 

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

Foreign Currency Translation

The financial statements are presented in US Dollars. Transactions with foreign subsidiaries where US dollars are not the functional currency will be recorded in accordance with Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830 Foreign Currency Transaction. According to Topic 830, all assets and liabilities are translated at the exchange rate on the balance sheet date, stockholders’ equity is translated at historical rates and statement of operations items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) in accordance with ASC Topic 220, Comprehensive Income. Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the statement of operations and comprehensive income (loss)

 

Revenue Recognition

On January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605. As of and for the year ended March 31, 2023, the financial statements were not materially impacted as a result of the application of Topic 606 compared to Topic 605.

 

 

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Loss Per Common Share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.

 

Stock-Based Compensation

Stock-based compensation is accounted for at FV in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options

 

Research and development

We engage in a variety of research and development activities to develop our technologies and work toward development of a saleable product. When it is determined that the research and development products we are creating have reached a point where saleable products are possible, these amounts are capitalized. As of September 30, 2023 and March 31 ,2023 there are no capitalized research and development costs.

 

The research and development costs incurred by the company relate to the following:

 

Licenses for patent and know-how (Nano 4 M)- this relates to the company’s formulation of Active Pharmaceutical Ingredients ( API) for its lead pharmaceutical programs.
Protein Technologies /Bright Bio/Equipped 4 – this relates to the company’s research into production of cannabinoids by biosynthesis (as opposed to botanical production by growing plants). The company has genetically modified an organism to produce cannabinoids by fermentation (similar to methodology used for the production of antibiotics)
Apex Molecular Ltd.- the company has a number of pharmaceutical development programs using both novel and natural molecules. The Company employs third party chemistry/ contract, manufacturing companies such as Apex Molecular Ltd. to synthesize and purify these compounds for their pharmaceutical development programs.
Acquisition of intellectual property from Alinova Biosciences Ltd.
Continued patent prosecution and internationalization of company intellectual property.
Staff costs and consultancy costs related to R&D.

 

Other Intangible Assets

We have recorded the assets acquired as part of the C2 Wellness acquisition as indefinite lived Intangible assets. Indefinite life intangible assets recorded are not amortized and, as a result, are assessed for impairment at least annually, using either a qualitative or quantitative process. We performed this annual assessment as of March 31, 2023, noting no factors indicating possible impairment of intangible assets recognized.

 

Recent Accounting Pronouncements

Alterola does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

 

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

v3.23.3
NOTE 3 – ACCRUED EXPENSES
6 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
NOTE 3 – ACCRUED EXPENSES

NOTE 3 – ACCRUED EXPENSES

 

Accrued expenses consisted of the following at September 30, 2023 and March 31, 2023

 

   September 30, 2023  March 31,2023
Audit fees  $5,500   $15,000 
Accounting   7,955    7,407 
Research and development   9,433    9,433 
General and administrative   106,847    115,821 
Legal fees and transfer agent   116,635    107,203 
Total Accrued Expenses  $246,370   $254,864 

 

v3.23.3
NOTE 4 – CAPITAL STOCK
6 Months Ended
Sep. 30, 2023
Equity [Abstract]  
NOTE 4 – CAPITAL STOCK

NOTE 4 – CAPITAL STOCK

 

The Company has 2,000,000,000 shares of $.001 par value common stock authorized and 10,000,000 shares of $.001 par value preferred stock authorized.

 

During September 2021, the Company received an investment for £100,000 Sterling (or $137,627) in exchange for a subscription for 280,000 shares. On May 2, 2022, the Company issued the 280,000 shares to the investor. On May 4, 2022, the Company issued 2,250,000 shares to a director as part of the employment contract at $0.214 per share, or $481,500. On August 1, 2022, the Company entered into agreements for a total of $75,000 US Dollars. A total of 2,250,000 shares were issued to note holders in connection with these loan agreements. See Note 5. These loans were repaid in full by December 23, 2022. 

 

On August 11, 2021, the Company issued 15,000,000 warrants to purchase common stock at $0.64 per share. The warrants were issued with a 5 year term.  The warrants exercise price includes a declining scale with the stock price. As of December 31, 2022, the warrants were exercisable at $0.001 per share and the total potential impact on the financial statements of the exercise of the warrants was approximately $1 million dollars. 

 

On April 5, 2022, the company issued 384,615 shares to an investor for an investment of $50,000 (at a price of $0.13 per share). On April 29, 2022, the Company issued 1,500,000 shares for services under a consultancy agreement at $0.214 per share, or $321,000

 

As of September 30, 2023, the warrants were exercisable at $0.001 per share and the total potential impact on the financial statements of the exercise of the warrants was approximately $15,000.

 

On October 29, 2021, the Company issued 7,500,000 shares of stock in exchange for services provided by EMC2 Capital. The shares were issued at fair value of the date of exchange, or $2,399,250. As pursuant to the asset purchase agreement dated November 9, 2021, the Company acquired certain intellectual property rights of C2 Wellness Corp. In exchanges for the assets acquired, the Company issued 24,000,000 shares of common stock valued at $0.50 per share. The intellectual property rights acquired are recorded as intangible assets as of December 31, 2021 for $12,000,000. These assets were disposed of in an agreement dated September 8, 2023 in exchange of 29,015,993 ABTI shares being returned to Treasury.

 

On or about March 3, 2022, the Company issued 16,000,000 shares of stock for services under a consulting agreement. The shares were issued at fair value the date of the exchange, or $3,360,000

 

On June 6, 2023, the Company reclaimed 44,064,000 shares into Treasury.

 

On June 13, 2023, we issued 13,500,000 shares of common stock to EMC2 Capital LLC following the cashless exercise of their 15,000,000 Warrants issued in August 2021.

 

 

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

NOTE 4 – CAPITAL STOCK (CONTINUED)

 

On June 13, 2023, we issued 476,000 shares of common stock to Alison Rose Burgess as settlement of a £125,000 Sterling loan under the terms and conditions of the loan dated 21 September 2021.

 

On June 13, 2023, we issued 5,000,000 shares of common stock to Alinova Biosciences Ltd as part payment of consideration for the acquisition of intellectual property.

 

On June 13, 2023, we issued 5,999,900 shares of common stock to Long Eight Limited as part payment of consideration for services received by Green Ocean Administration Limited.

 

On June 13, 2023, we issued 10,088,100 shares of common stock to Warren Law Group to be held in escrow as potential part payment for services received from Bridgeway Capital Partners LLC, Bridgeway Capital Partners II LLC and Entoro Securities LLC.

 

On June 14, 2023, we issued 9,000,000 shares of common stock to our Directors as payment for their services as Directors. 

 

Finally, on September 8, 2023, the Company entered into an Agreement to Return Assets and Shares with C2 Wellness Corp. As part of the agreement, the company received 29,015,993 shares of ABTI stock and returned all assets related to the acquisition, resulting in a write-off of $12,000,000 in intangibles.

 

The Company had 778,031,955  and 807,047,948 shares of common stock issued and outstanding as of September 30, 2023 and March 31, 2023, respectively. There are no shares of preferred stock issued and outstanding as of September 30, 2023 and March 31, 2023.

 

v3.23.3
NOTE 5 – NOTES PAYABLE
6 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
NOTE 5 – NOTES PAYABLE

NOTE 5 – NOTES PAYABLE

 

On August 1, 2022, the Company issued a note payable for 90 days bearing zero interest for the term of the note, for cash received by the Company on June 29, 2022 and July 18, 2022 totaling $75,000. As part of the note the Company committed delivery of 2,250,000 shares to the noteholders. The loans totaling $75,000 were repaid in full by December 23, 2022.

 

v3.23.3
NOTE 6 – RELATED PARTY TRANSACTIONS
6 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
NOTE 6 – RELATED PARTY TRANSACTIONS

NOTE 6 – RELATED PARTY TRANSACTIONS

 

Alterola neither owns nor leases any real or personal property. An officer has provided office space without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

 

During the period ended September 30, 2023, a shareholder made advances to the company to fund operating expenses in the amount of $1,550,737. These advances are non – interest bearing and have no specified terms of repayment.

 

 

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

v3.23.3
NOTE 7 – LIQUIDITY & GOING CONCERN
6 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NOTE 7 – LIQUIDITY & GOING CONCERN

NOTE 7 – LIQUIDITY & GOING CONCERN

 

Alterola has negative working capital of $2,322,023, has an accumulated deficit of $10,431,134, and has not received revenues from sales of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

 

The ability of Alterola to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

 

v3.23.3
NOTE 8 – SUBSEQUENT EVENTS
6 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
NOTE 8 – SUBSEQUENT EVENTS

NOTE 8 – SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855-10, the Company analyzed its operations subsequent to September 30, 2023 to the date these financial statements were issued, and determined it does not have any material subsequent events to disclose in these financial statements, except as noted below.

 

On October 16, 2023, TPR Global Limited, Equipped 4 Holdings Limited and Phytotherapeutix Holdings Ltd converted a total of $2.35m USD of debt in Alterola Biotech Inc. (the “Company”) into common shares at a price of $0.004 per share. 

v3.23.3
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United State of America (GAAP accounting) and include the accounts of Alterola and its wholly owned subsidiaries ABTI Pharma, Phytotherapeutix Ltd, Ferven Ltd., and Nano4M Ltd. All material intercompany transactions and balances have been eliminated.

 

The Company had a September 30 fiscal year end. Subsequent to the Agreement with ABTI Pharma, the Company has changed its year end from September 30 to March 31.

 

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Equivalents

Cash and Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

 

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Alterola’s financial instruments consist of cash and equivalents, accrued expenses, accrued interest and notes payable. The carrying amount of these financial instruments approximates fair value (“FV”) due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

FV is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The FV should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the FV of liabilities should include consideration of non-performance risk including our own credit risk.

 

 

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATEDEDFINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Fair Value of Financial Instruments (continued)

In addition to defining FV, the disclosure requirements around FV establish a FV hierarchy for valuation inputs which is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring FV are observable in the market. Each FV measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the FV measurement in its entirety. These levels are:

 

Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

 

Level 2 – inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The FV are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

 

The carrying value of the Company’s financial assets and liabilities which consist of cash, accounts payable and accrued liabilities, and notes payable are valued using level 1 inputs. The Company believes that the recorded values approximate their FV due to the short maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments.

 

Income Taxes

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

Foreign Currency Translation

Foreign Currency Translation

The financial statements are presented in US Dollars. Transactions with foreign subsidiaries where US dollars are not the functional currency will be recorded in accordance with Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830 Foreign Currency Transaction. According to Topic 830, all assets and liabilities are translated at the exchange rate on the balance sheet date, stockholders’ equity is translated at historical rates and statement of operations items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) in accordance with ASC Topic 220, Comprehensive Income. Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the statement of operations and comprehensive income (loss)

 

Revenue Recognition

Revenue Recognition

On January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605. As of and for the year ended March 31, 2023, the financial statements were not materially impacted as a result of the application of Topic 606 compared to Topic 605.

 

 

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Loss Per Common Share

Loss Per Common Share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.

 

Stock-Based Compensation

Stock-Based Compensation

Stock-based compensation is accounted for at FV in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options

 

Research and development

Research and development

We engage in a variety of research and development activities to develop our technologies and work toward development of a saleable product. When it is determined that the research and development products we are creating have reached a point where saleable products are possible, these amounts are capitalized. As of September 30, 2023 and March 31 ,2023 there are no capitalized research and development costs.

 

The research and development costs incurred by the company relate to the following:

 

Licenses for patent and know-how (Nano 4 M)- this relates to the company’s formulation of Active Pharmaceutical Ingredients ( API) for its lead pharmaceutical programs.
Protein Technologies /Bright Bio/Equipped 4 – this relates to the company’s research into production of cannabinoids by biosynthesis (as opposed to botanical production by growing plants). The company has genetically modified an organism to produce cannabinoids by fermentation (similar to methodology used for the production of antibiotics)
Apex Molecular Ltd.- the company has a number of pharmaceutical development programs using both novel and natural molecules. The Company employs third party chemistry/ contract, manufacturing companies such as Apex Molecular Ltd. to synthesize and purify these compounds for their pharmaceutical development programs.
Acquisition of intellectual property from Alinova Biosciences Ltd.
Continued patent prosecution and internationalization of company intellectual property.
Staff costs and consultancy costs related to R&D.

 

Other Intangible Assets

Other Intangible Assets

We have recorded the assets acquired as part of the C2 Wellness acquisition as indefinite lived Intangible assets. Indefinite life intangible assets recorded are not amortized and, as a result, are assessed for impairment at least annually, using either a qualitative or quantitative process. We performed this annual assessment as of March 31, 2023, noting no factors indicating possible impairment of intangible assets recognized.

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Alterola does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

v3.23.3
NOTE 3 – ACCRUED EXPENSES (Tables)
6 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
NOTE 3 - ACCRUED EXPENSES - Schedule of Accrued Expenses
   September 30, 2023  March 31,2023
Audit fees  $5,500   $15,000 
Accounting   7,955    7,407 
Research and development   9,433    9,433 
General and administrative   106,847    115,821 
Legal fees and transfer agent   116,635    107,203 
Total Accrued Expenses  $246,370   $254,864 
v3.23.3
NOTE 1 – NATURE OF BUSINESS (Details Narrative) - USD ($)
1 Months Ended
Jul. 05, 2023
Jan. 29, 2021
May 03, 2010
Sep. 30, 2023
Mar. 31, 2023
May 28, 2021
Liabilities       $ 2,519,231 $ 2,281,416 $ 389,721
Patent P T X [Member]            
Stock Issued During Period, Shares, Acquisitions 5,000,000          
Acquisition Costs, Period Cost $ 35,000          
Director            
Stock Issued During Period, Shares, Acquisitions     55,000,000      
Consulting Services            
Stock Issued During Period, Shares, Acquisitions   600,000,000        
v3.23.3
NOTE 3 - ACCRUED EXPENSES - Schedule of Accrued Expenses (Details) - USD ($)
Sep. 30, 2023
Mar. 31, 2023
Interim Period, Costs Not Allocable [Line Items]    
Total Accrued Expenses $ 246,370 $ 254,864
Audit Fees [Member]    
Interim Period, Costs Not Allocable [Line Items]    
Accrued Professional Fees, Current 5,500 15,000
Accounting [Member]    
Interim Period, Costs Not Allocable [Line Items]    
Accrued Professional Fees, Current 7,955 7,407
Research And Development [Member]    
Interim Period, Costs Not Allocable [Line Items]    
Accrued Professional Fees, Current 9,433 9,433
General and Administrative Expense [Member]    
Interim Period, Costs Not Allocable [Line Items]    
Accrued Professional Fees, Current 106,847 115,821
Legal And Transfer Agent [Member]    
Interim Period, Costs Not Allocable [Line Items]    
Accrued Professional Fees, Current $ 116,635 $ 107,203
v3.23.3
NOTE 4 – CAPITAL STOCK (Details Narrative)
1 Months Ended 6 Months Ended
Sep. 08, 2023
shares
Jun. 14, 2023
shares
Jun. 13, 2023
USD ($)
shares
Jun. 13, 2023
GBP (£)
shares
Jun. 06, 2023
shares
Aug. 01, 2022
USD ($)
shares
May 04, 2022
USD ($)
$ / shares
shares
May 02, 2022
shares
Apr. 29, 2022
USD ($)
$ / shares
shares
Apr. 05, 2022
USD ($)
$ / shares
shares
Mar. 03, 2022
USD ($)
shares
Nov. 09, 2021
$ / shares
shares
Oct. 29, 2021
USD ($)
shares
Aug. 11, 2021
$ / shares
shares
Aug. 11, 2021
$ / shares
Sep. 30, 2021
USD ($)
Sep. 30, 2023
USD ($)
$ / shares
shares
Sep. 30, 2022
USD ($)
Mar. 31, 2023
USD ($)
$ / shares
shares
Dec. 31, 2021
USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Common Stock, Shares Authorized                                 2,000,000,000   2,000,000,000  
Common Stock, Par or Stated Value Per Share | $ / shares                                 $ 0.001   $ 0.001  
Preferred Stock, Shares Authorized                                 10,000,000   10,000,000  
Preferred Stock, Par or Stated Value Per Share | $ / shares                                 $ 0.001   $ 0.001  
Stock Issued During Period, Value, Employee Benefit Plan | $                                 $ 171,000 $ 481,500    
Stock Issued During Period, Value, Other | $                                 14,988    
Stock Issued During Period, Shares, Issued for Services                         7,500,000              
Stock Issued During Period, Value, Issued for Services | $                                 305,672 $ 321,000    
Intangible Assets, Current | $                                 $ 300,000   $ 12,139,779 $ 12,000,000
Treasury Stock, Common, Shares 29,015,993                               29,015,993   0  
Stock Issued During Period, Shares, Treasury Stock Reissued         44,064,000                              
Stock Issued During Period, Value, Conversion of Convertible Securities | $                                      
Contract with Customer, Asset, Allowance for Credit Loss, Writeoff | $                                 $ 12,000,000      
Common Stock, Shares, Issued                                 778,031,955   807,047,948  
Common Stock, Shares, Outstanding                                 778,031,955   807,047,948  
Preferred Stock, Shares Outstanding                                 0   0  
Preferred Stock, Shares Issued                                 0   0  
Consultancy Agreement [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Proceeds from Issuance of Common Stock | $                               $ 137,627        
Shares Issued, Price Per Share | $ / shares                 $ 0.214                      
Stock Issued During Period, Shares, Issued for Services                 1,500,000                      
Stock Issued During Period, Value, Issued for Services | $                 $ 321,000                      
Subscription [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Stock Issued During Period, Shares, Other               280,000                        
Investor Issuance Three [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Stock Issued During Period, Shares, Other               280,000                        
Director Issuance [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Stock Issued During Period, Shares, Employee Benefit Plan             2,250,000                          
Shares Issued, Price Per Share | $ / shares             $ 0.214                          
Stock Issued During Period, Value, Employee Benefit Plan | $             $ 481,500                          
Loan Agreement Issuance [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Stock Issued During Period, Shares, Other           2,250,000                            
Stock Issued During Period, Value, Other | $           $ 75,000                            
Warrant Shares [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Stock Issued During Period, Shares, Other                           15,000,000            
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares                           $ 0.64 $ 0.64          
Warrants and Rights Outstanding, Term                           5 years 5 years          
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ / shares                                     $ 0.001  
Unusual Risk or Uncertainty, Impact                             the total potential impact on the financial statements of the exercise of the warrants was approximately $1 million dollars.           
[custom:PotentialFinancialImpactOfWarrantExercise-0] | $                                 $ 15,000      
Investor Issuance Two [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Stock Issued During Period, Shares, Other                   384,615                    
Shares Issued, Price Per Share | $ / shares                   $ 0.13                    
Stock Issued During Period, Value, Other | $                   $ 50,000                    
E M C 2 Capital [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Stock Issued During Period, Value, Issued for Services | $                         $ 2,399,250              
A P A Nov 9 [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Shares Issued, Price Per Share | $ / shares                       $ 0.50                
Stock Issued During Period, Shares, Acquisitions                       24,000,000                
Consulting Agreement [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Stock Issued During Period, Shares, Issued for Services                     16,000,000                  
Stock Issued During Period, Value, Issued for Services | $                     $ 3,360,000                  
E M C 2 Capital L L C [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Stock Issued During Period, Value, Conversion of Convertible Securities | $     $ 13,500,000                                  
Stock Redeemed or Called During Period, Shares     15,000,000 15,000,000                                
Alison Burgess [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Stock Issued During Period, Shares, Other     476,000 476,000                                
Stock Issued During Period, Value, Other | £       £ 125,000                                
Alinova Biosciences [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Stock Issued During Period, Shares, Acquisitions     5,000,000 5,000,000                                
Long Eight Limited [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Stock Issued During Period, Shares, Issued for Services     5,999,900 5,999,900                                
Warren Law Group [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Stock Issued During Period, Shares, Issued for Services     10,088,100 10,088,100                                
Directors [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Stock Issued During Period, Shares, Employee Benefit Plan   9,000,000                                    
C 2 Wellness Agreement Return Assets [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Stock Repurchased During Period, Shares 29,015,993                                      
v3.23.3
NOTE 5 – NOTES PAYABLE (Details Narrative) - USD ($)
17 Months Ended
Dec. 23, 2023
Sep. 30, 2023
Mar. 31, 2023
Aug. 01, 2022
Jul. 18, 2022
Debt Disclosure [Abstract]          
Loan, Held-for-Sale, Term       90 days  
Loans Payable, Current   $ 1,550,737 $ 1,260,434   $ 75,000
Common Stock, Shares Subscribed but Unissued       2,250,000  
Repayments of Long-Term Loans from Vendors $ 75,000        
v3.23.3
NOTE 6 – RELATED PARTY TRANSACTIONS (Details Narrative)
6 Months Ended
Sep. 30, 2023
USD ($)
Related Party Transaction [Line Items]  
[custom:ShareholderAdvances] $ 1,550,737
Shareholder Advances [Member]  
Related Party Transaction [Line Items]  
Debt Instrument, Description These advances are non – interest bearing and have no specified terms of repayment
v3.23.3
NOTE 7 – LIQUIDITY & GOING CONCERN (Details Narrative)
168 Months Ended
Sep. 30, 2023
USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Banking Regulation, Total Capital, Actual $ 2,322,023
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest $ 10,431,134

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