WASHINGTON, D.C. 20549
[ ] Annual Report Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 or
[X] Transition Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934
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Alterola
Biotech, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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82-1317032
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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47 Hamilton Square Birkenhead Merseyside United Kingdom
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CH41 5AR
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number: +44 151
601 9477
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Securities registered
under Section 12(b) of the Exchange Act:
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Title of each class
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Name of each exchange on which registered
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None
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Not applicable
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Securities registered
under Section 12(g) of the Exchange Act:
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Title of each class
None
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Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [X] No [ ]
Indicate by checkmark 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 proceeding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ ] No [X]
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 (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [ ] No [X]
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth
company.
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[ ] Large accelerated filer
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[ ] Accelerated filer
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[X] Non-accelerated filer
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[X] Smaller reporting company
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[ ] Emerging growth company
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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 aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price
of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Not Available
Indicate the number of shares outstanding of each of the registrant’s
classes of common stock, as of the latest practicable date: 754,280,000 shares as of May 26, 2021.
Explanatory Note
This Amendment No. 1 to the Annual Report on Form 10-KT (this “Amendment”)
of Alterola Biotech, Inc. (the “Company”) amends the Company’s Annual Report on Form 10-KT, which was filed with the
Securities and Exchange Commission (the “SEC”) on June 9, 2021 (the “Form 10-KT”). This Amendment is being filed
to modify an incorrect disclosure in Part III, Item 13 “Certain Relationships and Related Transactions, and Director Independence.”
In addition, as required by Rule 12b-15 of the Securities Exchange Act
of 1934, as amended, updated certifications of the Company’s principal executive officer and principal financial officer are included
as exhibits hereto.
Part III, Item 13, along with Part IV Item 15 with updated certifications,
are the only portions of the Form 10-KT being amended by this Amendment. Except as described above, this Amendment does not amend, update
or change the financial statements, consents or any other items or disclosures contained in the Form 10-KT and does not otherwise reflect
events occurring after the original filing date of the Form 10-KT. Accordingly, this Amendment should be read in conjunction with the
Form 10-KT and the Company’s other filings with the SEC subsequent to the filing of the Form 10-KT.
PART
III
Item
13. Certain Relationships and Related Transactions, and Director Independence
Other than described below or the transactions described
under the heading “Executive Compensation” (or with respect to which such information is omitted in accordance with SEC regulations),
there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be
a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets
at year-end for the last two completed fiscal years, and in which any director, executive officer, holder of 5% or more of any class of
our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material
interest.
On January 19, 2021, we entered into an Stock Transfer Agreement (the “Agreement”)
with ABTI Pharma Limited, a company registered in England and Wales (“ABTI Pharma”), pursuant to which the Company will 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.
On May 24, 2021, we and the shareholders of ABTI Pharma memorialized a
new closing date in an amendment to the Agreement (the “Amendment”). We have already issued the 600,000,000 shares in anticipation
of the closing and the transaction closed on May 26, 2021, upon the filing of our December 31, 2020 quarterly report on Form 10-Q with
the Securities and Exchange Commission.
Timothy Rogers and Dominic Schiller received the majority of the 600,000,000
shares in the transaction.
During the period ended March 31, 2021, the Company accrued director’s
fees payable of $330,000 to Peter Maddocks.
PART IV
Item 15. Exhibits, Financial Statements Schedules
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(a)
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Financial Statements and Schedules
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The following financial statements and schedules listed below are included
in this Form 10-K.
Financial Statements (See Item 8)
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Exhibit
Number
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Description
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2.1
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Stock Transfer Agreement(1)
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2.2
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Amendment to Stock Transfer Agreement(2)
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3.1
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Amended and Restated Articles of Incorporation(3)
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3.2
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Amendment to Articles(4)
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3.3
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Amended and Restated Bylaws(4)
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3.4
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Certificate of Designation for Series A Preferred Stock
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4.1
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Convertible Promissory Note, dated June 8, 2021
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10.1
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Employment Agreement with Larson Elmore
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31.1**
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Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2**
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Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1**
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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
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101
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The following materials from the Company’s Annual Report
on Form 10-KT for the year ended
March 31, 2021 formatted in Extensible Business Reporting
Language (XBRL).
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** Filed herewith
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1
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Incorporated by reference to the Current Report on Form 8-K filed on March 16, 2021.
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2
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Incorporated by reference to the Current Report on Form 8-K filed on May 25, 2021.
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3
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Incorporated by reference to the Current Report on Form 8-K filed on July 28, 2010.
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4
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Incorporated by reference to the Current Report on Form 8-K filed on October 28, 2020.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the 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.
By: /s/ Timothy Rogers Timothy Rogers
President, Chief Executive Officer, Principal Executive Officer and Director
June 10, 2021
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Timothy Rogers
Timothy Rogers
President, Chief Executive Officer, Principal Executive Officer and Director,
June 10, 2021
By: /s/ Seamus McAuley
Seamus McAuley
Chief Commercial Officer and Director
June 10, 2021
By: /s/ Larson Elmore
Larson Elmore
Vice Chairman, Secretary, Acting Principal Accounting Officer and
Director
June 10, 2021
By: /s/ Dominic Schiller
Dominic Schiller Director
June 10, 2021
By: /s/ Daniel Reshef
Daniel Reshef Director
June 10, 2021
By: /s/ Lalit Kumar Verma
Lalit Kumar Verma Director
June 10, 2021
By: /s/ Ning Qu
Ning Qu Director
June 10, 2021
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