Form 10-Q/A - Quarterly report [Sections 13 or 15(d)]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

(Amendment No. 1)

☒	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended June 30, 2024

☐	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 ☒ 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). ☒ 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 ☒ No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1,459,502,018 shares as of November 15, 2024.

Explanatory Note

Alterola Biotech, Inc. (the “Company”) is filing this Amendment No.1 on Form 10-Q/A for the three months ended June 30, 2024 (this “Form 10-Q/A”).

This Form 10-Q/A amends the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2024, as filed with the Securities and Exchange Commission (“SEC”) on August 15, 2024 (the “Original Filing”). This Form 10-Q/A is being filed to restate the Company’s unaudited condensed consolidated financial statements for the three months ended June 30, 2024.

The Management identified an error related to the consolidation of its newly formed subsidiary, Phytanix Bio, which was not included in the consolidated results of the Company for the three months ended June 30, 2024. The restatement reflects the inclusion of Phytanix Bio in the consolidated results of the Company, which increased the Company’s cash, notes payable, accumulated deficit, operating expenses, and net loss. These adjustments were evaluated by management in accordance with SEC Staff Accounting Bulletin Topic 1M, “Materiality” and management determined the effects of the restatement to be material. Additionally, the Company made additional non-material changes. Accordingly, the Company restated its unaudited consolidated financial statements to include the financial position and results of operations of its newly formed subsidiary, Phytanix Bio since its inception, which occurred during the three months ended June 30, 2024, and other immaterial changes, and is filing this Amendment No. 1 (the “Amendment”) to the Original Filing to:

	(i)	Amend and restate Part I, Item 1 - Financial Statements to include the financial position and results of operations of its subsidiary, Phytanix Bio since its inception, which occurred during the three months ended June 30, 2024, and other immaterial changes, in the Interim Financial Statements;
	(ii)	Amend and restate Part I, Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations due to the restatement referenced in clause (i);
	(iii)	Amend and restate Part II, Item 6 - Exhibits to provide updated certifications; and
	(iv)	Correct certain typographical errors contained in the Original Filing.

Please see Note 11 - Restatement contained in the Notes to Unaudited Consolidated Financial Statements.

In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this Form 10-Q/A (Exhibits 31.1, 31.2, and 32.1).

Except as otherwise described above and as otherwise set forth in this Form 10-Q/A, this Form 10-Q/A does not amend, modify or update any other information contained in the Original Filing. This Form 10-Q/A does not purport to reflect any information or events subsequent to the Original Filing, except as expressly described herein. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Filing. Among other things, forward-looking statements and risk factor disclosure in the Original 10-Q have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Filing, and such forward-looking statements and risk factors should be read in their historical context.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

		Page
Item 1:	Financial Statements	3
	Consolidated Balance Sheets as of June 30, 2024 (Unaudited) (Restated) and December 31, 2023	3
	Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended June 30, 2024 (Unaudited) (Restated) and 2023 (Unaudited)	4
	Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended June 30, 2024 (Unaudited) (Restated) and 2023 (Unaudited)	5
	Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2024 (Unaudited) (Restated) and 2023 (Unaudited)	6
	Notes to Unaudited Consolidated Financial Statements	7
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4:	Controls and Procedures	19

PART II – OTHER INFORMATION

Item 1:	Legal Proceedings	20
Item 1A:	Risk Factors	20
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3:	Defaults Upon Senior Securities	21
Item 4:	Mine Safety Disclosure	21
Item 5:	Other Information	21
Item 6:	Exhibits	24
Signatures		25

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ALTEROLA BIOTECH, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2024 AND MARCH 31, 2024

Restated

	June 30, 2024			March 31, 2024
	(Unaudited)			(Audited)*
ASSETS	(Restated)
Current assets:
Cash in bank	$	714,263		$	2,654
Inventories		1,011			1,009

Total current assets		715,274			3,663

Long-term assets:
Deferred offering costs		259,951			-

Total Assets	$	975,225		$	3,663

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES:
Current liabilities:
Notes payable, net	$	959,479		$	-
Accounts payable		868,248			825,210
Accrued liabilities		460,364			362,451
Accrued liabilities, related party		200			-
Loans payable, related party		151,751			145,603

Total current liabilities		2,440,042			1,333,264

Total liabilities		2,440,042			1,333,264

Commitments and Contingencies		-			-

STOCKHOLDERS' DEFICIT:
Preferred stock, $0.001 par value, respectively; 10,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2024 and March 31, 2024		-			-
Common stock, $0.001 par value, respectively; 2,000,000,000 authorized; 1,467,475,452 and 1,382,662,949 shares issued outstanding as of June 30, 2024 and March 31, 2024, respectively		1,467,485			1,382,663
Additional paid in capital		10,102,891			9,663,951
Accumulated deficit		(12,981,903	)		(12,416,075	)
Accumulated other comprehensive income		35,629			39,860
Total stockholders' deficit attributable to owners of the parent		(1,375,898	)		(1,329,601	)

Non-controlling interest		(88,919	)		-
Total stockholder’s deficit		(1,464,817	)		(1,329,601	)

Total liabilities and stockholders' deficit	$	975,225		$	3,663

* Derived from audited information

See accompanying notes to unaudited consolidated financial statements

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ALTEROLA BIOTECH, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

(Restated)

	Three Months Ended			Three Months Ended
	June 30, 2024			June 30, 2023
	(Restated)
REVENUES	$	-		$	-

OPERATING EXPENSES:
Accounting and audit fees		122,430			48,938
Professional fees		2,301			5,290
Research and Development		19,135			-
Legal Fees		72,781			-
Directors Fees		-			171,000
Consulting Fees		379,058			317,741
Salaries and wages		43,663			35,939
General and administrative - other		43,454			6,292
TOTAL OPERATING EXPENSES		682,822			585,200

LOSS FROM OPERATIONS		(682,822	)		(585,200	)

OTHER INCOME (EXPENSES):
Gain on conversion of debt		-			138,163
Exchange differences		28,075			-
TOTAL OTHER INCOME (EXPENSE)		28,075			138,163

LOSS BEFORE INCOME TAXES		(654,747	)		(447,037	)

PROVISION FOR INCOME TAXES		-

NET LOSS		(654,747	)		(447,037	)

Net loss of subsidiaries attributable to noncontrolling interest		(88,919	)		-

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(565,828	)	$	(447,037	)

NET LOSS PER SHARE:
Basic and diluted	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic and diluted		1,429,742,622			807,047,948

COMPREHENSIVE LOSS:
Net loss	$	(654,747	)	$	(447,037	)

Other comprehensive loss:
Unrealized foreign currency translation gain		(4,231	)		(77,779	)
Comprehensive loss	$	(658,978	)	$	(524,816	)

See accompanying notes to unaudited consolidated financial statements

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ALTEROLA BIOTECH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

(Restated)

																					Total
																					Stockholders'
																					Equity
															Accumulated						(Deficit)
	Common Stock						Treasury Shares						Additional		Other						attributable to			Non-		Total
	$0.001 Par Value						$0.001 Par Value						Paid-in		Comprehensive			Accumulated			the owners of			Controlling		stockholder’s
	Shares			Amount			Shares			Amount			Capital		Income (Loss)			Deficit			the parent			Interest		deficit
Balances March 31, 2023		807,047,948		$	807,048			-		$	-		$	18,927,919	$	67,873		$	(10,041,696	)	$	9,761,144		$	-	$	9,761,144
Shares reclaimed into treasury shares		(44,064,000	)		(44,064	)		44,064,000		$	44,064			-		-			-			-			-		-
Shares issued for settlement of debt		476,000			476			(476,000	)		(476	)		157,339		-			-			157,339			-		157,339
Shares issued for exercise of warrants		13,500,000			13,500			(13,500,000	)		(13,500	)		-		-			-			-			-		-
Shares issued for acquisition of Alinova Biosciences		5,000,000			5,000			(5,000,000	)		(5,000	)		295,000		-			-			295,000			-		295,000
Shares issued for services		16,088,000			16,088			(16,088,000	)		(16,088	)		305,672		-			-			305,672			-		305,672
Shares issued for services - directors		9,000,000			9,000			(9,000,000	)		(9,000	)		171,000		-			-			171,000			-		171,000
Foreign currency translation		-			-			-			-			-		(77,779	)		-			(77,779	)		-		(77,779	)
Net loss for the period ended June 30, 2023		-			-			-			-			-		-			(447,037	)		(447,037	)		-		(447,037	)
Balances, June 30, 2023		807,047,948		$	807,048			-		$	-		$	19,856,930	$	(9,906	)	$	(10,488,733	)	$	10,165,339		$	-	$	10,165,339

																	Total
																	Stockholders'
																	Equity
											Accumulated						(Deficit)
	Common Stock				Treasury Shares				Additional		Other						attributable to			Non-			Total
	$0.001 Par Value				$0.001 Par Value				Paid-in		Comprehensive			Accumulated			the owners of			Controlling			stockholder’s
	Shares		Amount		Shares		Amount		Capital		Income (Loss)			Deficit			the parent			Interest			deficit
Balances March 31, 2024		1,382,662,949	$	1,382,663		-	$	-	$	9,663,951	$	39,860		$	(12,416,075	)	$	(1,329,601	)	$	-		$	(1,329,601	)
Change in foreign currency		-		-		-		-		-		(4,231	)		-			(4,231	)		-			(4,231	)
Warrants issued with convertible notes		-		-		-		-		216,927					-			216,927			-			216,927
Shares issued for services - Directors		20,000,000		20,000		-		-		54,000					-			74,000			-			74,000
Shares issued for back wages		7,812,500		7,822		-		-		21,113					-			28,935			-			28,935
Cash received for founders shares										200								200						200
Shares issued for services		57,000,000		57,000		-		-		146,700					-			203,700			-			203,700
Net loss for the period		-		-		-		-		-		-			(565,828	)		(565,828	)		(88,919	)		(654,747	)
Balances, June 30, 2024 (Restated)		1,467,475,449	$	1,467,485		-	$	-	$	10,102,891	$	35,629		$	(12,981,903	)	$	(1,375,898	)	$	(88,919	)	$	(1,464,817	)

See accompanying notes to unaudited consolidated financial statements

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ALTEROLA BIOTECH, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

(Unaudited)

	Three Months Ended June 30,			Three Months Ended June 30,
	2024			2023
	(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(654,747	)	$	(447,037	)
Adjustments to reconcile net loss to net cash flows (used in) provided by operating activities:
Shares issued for outside services		203,700			305,672
Stock to directors		74,000			171,000
Shares issued for back wages		28,935			-
Shares issued for settlement of debt		-			157,339
Changes in: operating assets and liabilities:
Inventories		(2	)		(19	)
VAT Receivable		-			36,426
Accounts Payable		43,038			64,259
Accrued liabilities		97,913			23,181

Net cash (used in) provided by operating activities		(207,163	)		310,821

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of assets		-			(166,852	)
Net cash used in investing activities		-			(166,852	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from notes payable		1,176,406			-
Deferred offering costs		(259,951	)
Proceeds from sale of common stock		200			-
Proceeds from (repayment of ) loans from related parties		6,348			(38,535	)
Net cash provided by (used in) financing activities		923,003			(38,535	)

NET INCREASE IN CASH		715,840			105,434

Effect of exchange rate adjustments on cash		(4,231	)		(77,779	)

CASH, beginning of period		2,654			8,890

CASH, end of period	$	714,263		$	36,545

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

NON-CASH INVESTING AND FINANCING INFORMATION:
Shares issued for services	$	277,700		$	305,762
Shares issued to directors	$	-		$	171,000
Shares issued for asset acquisition	$	-		$	295,000
Shares issued for exercise of warrants	$	-		$	13,500
Shares issued for conversion of notes payable	$	-		$	157,339
Shares issued for back wages	$	28,935		$	-
Increase in equity and debt discount	$	216,927		$	-

See accompanying notes to unaudited consolidated financial statements

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ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

(Restated)

NOTE 1 – NATURE OF BUSINESS, LIQUIDITY & GOING CONCERN

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.

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 September 30, 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 is the acquirer for accounting purposes and the Company is 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.

The business plan of the Company is no longer focused on a chewing gum delivery system but was re-focused 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 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.

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 sell the assets, such that the Company sold the assets back to the Seller and the Seller paid 29,015,993 shares of ABTI common stock to the Company. The assets were sold to the Seller in September 2023.

As of April 18, 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.

On April 16, 2024, we formed a new subsidiary Phytanix Bio, with 1,000 Common shares and 17,000 Preferred Shares originally being authorized as founding shares. On May 16, 2024, Phytanix Bio amended its articles of incorporation to change the amount of authorized shares capital of Phytanix Bio to 10,000,000 common shares and 100,000 preferred shares. Additionally, we authorized the acquisition of 100% of the share capital of ABTI Pharma Ltd and subsidiaries by Phytanix Bio for the consideration of 5,000,000 Phytanix Bio shares. Phytanix Bio was formed to become the parent of ABTI Pharma Limited and its subsidiaries. Phytanix Bio was formed to execute a merger transaction with NASDAQ-listed company Chain Bridge I (NASDAQ: CBRG), which as of the date of this filing has not yet closed.

LIQUIDITY & GOING CONCERN

On June 30, 2024, the Company has negative working capital of $1,724,768, has incurred losses since inception of $12,981,903, 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 consolidated 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.

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ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

(Restated)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). They include the accounts of Alterola and its wholly-owned subsidiaries ABTI Pharma, Phytotherapeutix Ltd, Ferven Ltd and its majority-owned subsidiary, Phytanix Bio. All material intercompany transactions and balances have been eliminated.

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 June 30, 2024 are not necessarily indicative of the results that can be expected for the full year. These consolidated financial statements and the notes attached hereto should be read in conjunction with the consolidated financial statements and notes included in the Company’s 10-K for its fiscal year ended March 31, 2024. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of June 30, 2024, and the results of its operations and cash flows for the three months then ended have been included.

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 consolidated statements 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 consolidated financial instruments consist of cash, accounts payable, accrued liabilities, notes payable, and loans payable – related party. 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 consolidated 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.

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, 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 consolidated 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 consolidated statement of operations and comprehensive loss.

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ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

(Restated)

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 December 31, 2022, the financial statements were not materially impacted as a result of the application of Topic 606 compared to Topic 605.

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 June 30, 2024 and March 31, 2024 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 Ltd – 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 relating to R & D.

Noncontrolling interests

The Company follows ASC Topic 810, “Consolidation,” governing the accounting for and reporting of noncontrolling interests (“NCI”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCI be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially-owned consolidated subsidiary be allocated to noncontrolling interests even when such allocation might result in a deficit balance. The net loss attributed to NCI was separately designated in the accompanying unaudited consolidated statements of operations and comprehensive loss. Losses attributable to NCI in a subsidiary may exceed a NCI’s interests in the subsidiary’s equity. The excess attributable to NCI is attributed to those interests. NCI shall continue to be attributed their share of losses even if that attribution results in a deficit NCI balance.

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. The C2 Wellness assets that were acquired were subsequently re-sold as discussed above. We performed this annual assessment as of March 31, 2024, noting impairment factors indicating possible impairment of intangible assets recognized and recorded impairment of $392,278.

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.

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ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

(Restated)

NOTE 3 – INTANGIBLE ASSETS

As part of the C2 Wellness acquisition, the company recognized $12,000,000 in intangibles as discussed in Note 1. During fiscal year ended March 31, 2023, there were certain costs associated with the C2 Wellness intangibles that were capitalized, resulting in a balance of $12,139,779. During the year ended March 31, 2024, it was determined that these costs should have been expensed as research and development costs and not capitalized as part of the initial balance recorded. This correction was made and is reflected in the restatement footnote (Note 2) contained in the Company’s annual report on Form 10-K for the year ended March 31, 2024.

NOTE 4 – DEFERRED TAX ASSET

As of the year ended March 31, 2023, the Company had recorded $189,355 in deferred tax assets as reported. During the year ended March 31, 2024, the Company identified that this balance should have been fully impaired with the unlikelihood of net income during FY 2024. As a result, this balance was fully written off for the year ended March 31, 2023 as mentioned in the restatement footnote (Note 2) contained in the Company’s annual report on Form 10-K for the year ended March 31, 2024. This amount was also removed from the financial statements for the period June 30, 2024, which is presented within this Form 10-Q filing.

NOTE 5 – ACCOUNTS PAYABLE

Accounts payable consisted of the following at June 30, 2024 and March 31, 2024

	June 30, 2024		March 31, 2024
Accounting and audit fees	$	174,113	$	181,955
Research and development		344,365		409,904
General and administrative		310,713		147,724
Legal fees and transfer agent		39,057		85,627
Total Accounts Payable	$	868,248	$	825,210

NOTE 6 – ACCRUED LIABILITIES

Accrued liabilities consisted of the following at June 30, 2024 and March 31, 2024

	June 30, 2024		March 31, 2024
Accounting and audit fees	$	56,936	$	49,468
Research and development		35,576		—
General and administrative		260,368		89,508
Legal fees and transfer agent		107,484		223,475
Total Accrued Expenses	$	460,364	$	362,451

NOTE 7 – STOCKHOLDERS’S EQUITY (DEFICIT)

The Company has 2,000,000,000 shares of $0.001 par value common stock authorized and 10,000,000 shares of $0.001 par value preferred stock authorized.

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.

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.

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 (24,000,000 shares originally issued and 5,015,996 shares additionally issued) and sold all assets related to the acquisition, resulting in a write-off of $12,000,000 in intangibles.

On October 16, 2023, the Company issued 587,499,996 shares in exchange of forgiveness of debt of approximately $2.35 million outstanding. The exchange resulted in a loss on exchange of $406,575.

On December 21, 2023, the Company issued 17,131,001 shares in exchange for services provided for the company for the period ended June 30, 2024, valued at $61,672 at the date of issuance.

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ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

(Restated)

On May 9, 2024, 2024, the Company issued a total 39,000,000 shares to Long Eight Limited in exchange for services provided to the Company at a price per share of $0.0037.

On May 16, 2024, the Company issued a total 18,000,000 shares to Long Eight Limited in exchange for services provided to the Company at a price per share of $0.0033.

On May 9, 2024, the Company issued a total of 7,812,500 shares to Guy Webber in lieu of services provided to the Company as per his employment contract, at a price per share of $0.0037.

On May 9, 2024, the Company issued a total of 5,000,000 shares to Nathan Thompson in lieu of payment for Director Services provided to the Company for the period July 1, 2023 to March 31, 2024, at a price per share of $0.0037.

On May 9, 2024, the Company issued a total of 5,000,000 shares to Ning Qu in lieu of payment for Director Services provided to the Company for the period July 01, 2023 to March 31, 2024, at a price per share of $0.0037.

On May 9, 2024, the Company issued a total of 5,000,000 shares to Michael Hunter Land in lieu of payment for Director Services provided to the Company for the period July 01, 2023 to March 31, 2024 at a price per share of $0.0037.

On May 9, 2024, the Company issued a total of 5,000,000 shares to Daniel Reshef in lieu of payment for Director Services provided to the Company for the period July 01, 2023 to March 31, 2024 at a price per share of $0.0037.

During the year ended March 31, 2024, the Company reviewed the cumulative translation adjustment recorded on the financial statements and made corrections to the amount recorded for the year ended March 31, 2023 as discussed in the restatement footnote (Note 2) contained in the Company’s annual report on Form 10-K for the year ended March 31, 2024. The updated number was recorded as $67,873.

The Company has 1,467,475,452 and 1,382,662,949 shares of common stock issued and outstanding as of June 30, 2024 and March 31, 2024, respectively. There are no shares of preferred stock issued and outstanding as of June 30, 2024 and March 31, 2024, other than the Phytanix Series A preferred stock referred to below. The Company had 807,047,948 shares of common stock issued and outstanding as of June 30, 2023 and 807,047,948 shares of common stock issued and outstanding as of March 31, 2023. There were no shares of preferred stock issued and outstanding as of June 30, 2023 and March 31, 2023.

On May 16, 2024, Phytanix Bio authorized the expansion of its share capital to 10,000,000 common shares and 10,000 Preferred shares and authorized the acquisition of 100% of the share capital of ABTI Pharma Ltd by Phytanix Bio for the consideration of 5,000,000 Phytanix Bio shares. Accordingly, on May 16, 2024, pursuant to the written consent to action without a meeting of the directors of Phytanix Bio, Phytanix Bio issued 5,000,000 shares of its common stock to acquire the common stock of ABTI Pharma and its subsidiaries for cash of $200. The cash received was recorded as additional paid in capital on the statement of stockholders’ equity.

Pursuant to an Exchange Agreement (the “Agreement”) entered into on May 16, 2024, between the Company and EMC2 Capital LLC, a shareholder of Alterola Biotech, Phytanix Bio issued 800,000 shares of its common stock and 17,000 shares of its Series A preferred stock to EMC2 Capital, LLC in exchange for the return of 13,500,000 common shares of the Company. Accordingly, the Company ownership of Phytanix Bio decrease from 100% to 86.2%. As of the date of this report, the 13,500,000 shares of common stock had not been received or cancelled. This was recorded as additional paid in capital on the statement of stockholders’ equity.

NOTE 8 – NOTES PAYABLE

On June 30, 2024 and March 31, 2024, notes payable, net consisted of the following:

	June 30, 2024			March 31, 2024

Notes payable – current	$	1,809,337		$	-
Total notes payable		1,809,337			-
Less: debt discount		(849,858	)		-
Notes payable, net	$	959,479		$	-

On June 26, 2024, certain investors (the “Financing Investors”) and Phytanix Bio entered into certain Securities Purchase Agreements pursuant to which, among other things, the Financing Investors agreed to purchase (i) certain promissory notes of Phytanix Bio in the original principal amount of $4,413,650.40, (ii) certain warrants to acquire Phytanix Bio’s common shares (Common Warrants”), and (iii) warrants to acquire Phytanix Bio’s Series A Preferred Shares. As of June 30, 2024, Phytanix Bio closed on a portion of the Securities Purchase Agreements, pursuant to which the Company issued and sold to the Financing Investors (i) promissory notes in the principal amount of $1,809,337 and (ii) three-year warrants to purchase up to 180,933 shares of the Company’s common stock at an initial exercise price of $11.00 per share, subject to adjustment. Phytanix Bio received net proceeds of $1,176,406, net of offering costs and expenses of $632,931. The notes are non-interest bearing and have a maturity date of June 29, 2025.

The 180,933 Common Warrants were valued at $216,927, or $1.20, and using the relative fair value method, the Company recorded a debt discount of $216,927 to be amortized into interest expense over the life of the notes.

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ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

(Restated)

NOTE 9 – RELATED PARTY TRANSACTIONS

Alterola neither owns nor leases any real or personal property. An officer has provided office space as an arm’s length transaction with rental at commercial rates. 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 June 30, 2024, a shareholder made advances to the Company to fund operating expenses in the amount of $6,348. These advances are non – interest bearing and have no specified terms of repayment.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company analyzed its operations subsequent to June 30, 2024 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 August 13, 2024, the Company issued a total of 2,114,666 shares to Guy Webber in lieu of services provided to the company as per his employment contract.

On August 13, 2024, the shares which were held in escrow as part payment for services provided by Bridgeway Capital Partners as per an agreement dated June 24, 2022, were returned to Alterola Company Treasury, as Bridgeway Capital Partners waived their right to this payment.

On August 30, 2024, the Company borrowed $310,000 from FLUFFY’S WORLD, LLC – FWP3, a Delaware series limited liability company, under the terms of a convertible promissory note (the “Note”) for working capital. The details of the loan are as per the 8K issued by the Company on September 12, 2024.

On September 24, 2024, the board of directors of Alterola Biotech, Inc. (the “Company”) determined, upon the recommendation of the Company’s management, and in consultation with the Company’s independent registered public accounting firm, that the Company should restate its previously issued financial statements for quarter ended June 30, 2024 to correct the accounting in its unaudited balance sheets for said quarter. The restatement relates to an error in the consolidation of the Company’s subsidiaries. The details of the restatement are as per the 8K issued by the Company on September 30, 2024.

Business Combination Agreement

On July 22, 2024, Chain Bridge I, a Cayman Islands exempted company (“CBRG”), CB Holdings, Inc., a Nevada corporation (“HoldCo”), CB Merger Sub 1, a Cayman Islands exempted company (“CBRG Merger Sub”), Phytanix Bio, a Nevada corporation (the “Company”), and wholly owned subsidiary of Alterola Biotech, Inc., a Nevada corporation, and CB Merger Sub 2, Inc., a Nevada corporation (“Company Merger Sub”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”).

Phytanix Bio is a subsidiary of Alterola Biotech, Inc., and Phytanix is the parent company of ABTI Pharma, which holds the subsidiaries, Ferven and Phytotherapeutix Ltd. Phytanix Bio is an innovative pharmaceutical company dedicated to the development of therapeutics based on cannabinoid and cannabinoid-like molecules. CBRG is a special purpose acquisition company formed for the purpose of acquiring or merging with one or more businesses. Upon closing of the transaction, expected to occur in the fourth quarter of 2024, the combined company will be named Phytanix Inc., and its common stock is expected to be listed on the Nasdaq Capital Market under the ticker symbol “PHYX.”

The Business Combination

The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company and CBRG. The Business Combination Agreement provides for, among other things, the consummation of the following transactions (the transactions contemplated by the Business Combination Agreement, collectively, the “Business Combination”):

(i)	CBRG Merger Sub will merge with and into CBRG (the “CBRG Merger”) and Company Merger Sub will merge with and into the Company (the “Company Merger” and, together with the CBRG Merger, the “Mergers”), with CBRG and the Company surviving the Mergers and, after giving effect to such Mergers, each of CBRG and the Company becoming a wholly owned subsidiary of HoldCo, on the terms and subject to the conditions in the Business Combination Agreement;

(ii)	(A) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of CBRG (the “CBRG Class A Shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of HoldCo (the “HoldCo Shares”); and (B) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of CBRG (the “CBRG Class B Shares” and together with the CBRG Class A Shares, the CBRG Shares), will be automatically cancelled, extinguished and converted into the right to receive one HoldCo Share;

(iii)	each outstanding warrant to purchase one CBRG Class A Share will be automatically exchanged for a warrant to purchase one HoldCo Share; and

(iv)	(A) each warrant of the Company to purchase Company common stock will be exchanged for a warrant to purchase HoldCo Shares; (B) each warrant of the Company to purchase Company preferred stock will be exchanged for a warrant to purchase HoldCo preferred stock; (C) all promissory notes of the Company issued in connection with its June 2024 financing will be exchanged for HoldCo Series A convertible preferred stock, and any remaining issued and outstanding promissory notes of the Company will be automatically and fully cancelled; (D) each share of preferred stock, par value $0.000000001 per share, of the Company (the “Company Preferred Stock”) that is issued and outstanding will be automatically converted into shares of HoldCo preferred stock; and (E) all issued and outstanding shares of Company Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Nevada law are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive HoldCo Shares based on the exchange ratio set forth in the Business Combination Agreement.

Prior to the closing of the Business Combination (the “Closing”), (A) HoldCo will file with the Secretary of State of the State of Nevada an amended and restated certificate of incorporation of HoldCo, and (B) the board of directors of HoldCo will approve and adopt amended and restated bylaws of HoldCo, each in a form to be mutually agreed between CBRG and the Company. Following the Business Combination, it is anticipated that HoldCo will change its name to Phytanix, Inc. and will be a publicly listed holding company which is expected to be listed on the Nasdaq Capital Market under the ticker symbol “PHYX.”

The Business Combination is expected to close in the first quarter of 2025, following the receipt of the required approval by CBRG’s and the Company’s shareholders and the fulfillment of other customary closing conditions.

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ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

(Restated)

Consideration

Under the terms of the Business Combination Agreement, the aggregate consideration to be paid in the Business Combination is derived from an equity value of $58 million. In addition, HoldCo will issue 17,000 shares of HoldCo Series A convertible preferred stock and issue additional shares of HoldCo preferred stock in exchange for certain short term debt obligations of the Company.

Representations and Warranties; Covenants

The Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type. HoldCo has agreed to take all action as may be necessary or appropriate such that, immediately after the Closing, HoldCo’s board of directors will consist of up to seven directors, which shall be divided into three classes and be comprised of seven individuals determined by the Company, the CBRG Sponsor and CBRG prior to the effectiveness of the Registration Statement on Form S-4 (the “Registration Statement”), two of which directors shall be designated by the Company, in consultation with CBRG and the CBRG Sponsor, two of which directors shall be designated by the CBRG Sponsor, in consultation with the Company, and three of which directors shall be mutually agreed upon by the CBRG Sponsor and the Company. In addition, the board of directors of HoldCo will adopt an equity incentive plan and an employee stock purchase plan prior to the closing of the Business Combination.

Conditions to Each Party’s Obligations

The obligation of CBRG, HoldCo, CBRG Merger Sub, Company Merger Sub and the Company to consummate the Business Combination is subject to certain customary closing conditions, including, but not limited to, (i) the absence of any order, law or other legal restraint or prohibition issued by any court of competent jurisdiction or other governmental entity of competent jurisdiction prohibiting or preventing the consummation of the transactions contemplated by the Business Combination Agreement, (ii) the effectiveness of the Registration Statement to be filed by HoldCo, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), registering certain shares of HoldCo to be issued in the Business Combination, (iii) the required approval of the Company’s stockholders, (iv) the required approval of CBRG’s shareholders, (v) HoldCo having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) after giving effect to the transactions contemplated by the Business Combination Agreement (provided such limitation has not been validly removed from the amended and restated memorandum and articles of association (the “Articles”) of CBRG prior to the Closing Date), (vi) the approval by Nasdaq of HoldCo’s initial listing application in connection with the Business Combination, (vii) entry into employment agreements with certain key Company executives, (viii) formation of a capital markets and financing advisory committee made up of certain CBRG directors, (ix) assumption or cancellation of certain existing Company and CBRG notes, and (x) entry into an agreement providing for a $100 million equity line of credit with Keystone Capital Partners, LLC or its affiliates.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by mutual written consent of CBRG and the Company, (ii) by CBRG if the representations and warranties of the Company are not true and correct or if the Company fails to perform any covenant or agreement set forth in the Business Combination Agreement (including an obligation to consummate the Closing), in each case such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by the Company if the representations and warranties of the Company are not true and correct or if the Company fails to perform any covenant or agreement set forth in the Business Combination Agreement (including an obligation to consummate the Closing), in each case such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) by either CBRG or the Company if the required approvals are not obtained from CBRG shareholders after the conclusion of a meeting of CBRG’s shareholders held for such purpose at which such shareholders voted on such approvals, (v) by either CBRG or the Company, if any governmental entity of competent jurisdiction shall have issued an order permanently enjoining, restraining or otherwise prohibiting the transactions contemplated under the Business Combination Agreement and such order shall have become final and nonappealable, (vi) by CBRG if the Company does not deliver, or cause to be delivered to CBRG the written consent of the requisite shareholders of the Company adopting and approving the Business Combination and such failure is not cured within specified time periods, and (vii) by either CBRG or the Company if the transactions contemplated by the Business Combination Agreement have not been consummated on or prior to the last deadline for CBRG to consummate its initial business combination pursuant to the Articles.

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, except in the case of a willful and material breach or fraud and for customary obligations that survive the termination thereof (such as confidentiality obligations).

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, CBRG and the CBRG Sponsor, entered into a letter agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, (i) CBRG Sponsor agreed to vote its Class B Ordinary Shares in favor of each of the transaction proposals to be voted upon at the meeting of CBRG shareholders, including approval of the Business Combination Agreement and the transactions contemplated thereby, (ii) CBRG Sponsor agreed to waive any adjustment to the conversion ratio set forth in the governing documents of CBRG or any other anti-dilution or similar protection with respect to the Class B Ordinary Shares (whether resulting from the transactions contemplated by the Subscription Agreements (as defined below) or otherwise), and (iii) CBRG Sponsor agreed to be bound by certain transfer restrictions with respect to his, her or its shares in CBRG prior to the Closing.

Company Stockholder Transaction Support Agreements

Pursuant to the Business Combination Agreement, certain stockholders of the Company entered into transaction support agreements (collectively, the “Company Transaction Support Agreements”) with CBRG and the Company, pursuant to which such stockholders of the Company agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) be bound by certain covenants and agreements related to the Business Combination.

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ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

(Restated)

Investor Rights Agreement

Concurrently with the execution of the Business Combination Agreement, CBRG, HoldCo, the CBRG Sponsor, and certain Company stockholders entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, among other things, the CBRG Sponsor, and certain Company stockholders will be granted certain customary registration rights. Further, subject to customary exceptions set forth in the Investor Rights Agreement, the shares of HoldCo beneficially owned or owned of record by the CBRG Sponsor, certain officers and directors of CBRG and HoldCo (including any shares of HoldCo issued pursuant to the Business Combination Agreement) will be subject to a lock-up period beginning on the date the Closing occurs (the “Closing Date”) until the date that is the earlier of (i) 365 days following the Closing Date (or six months after the Closing Date if a lock up party is an independent director) or (ii) the first date subsequent to the Closing Date with respect to which the closing price of HoldCo Shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date.

Secured Loan

On June 26, 2024, Alterola Biotech, Inc. entered into a Secured Promissory Note with its subsidiary, Phytanix Bio, in the amount of $42,500 due on September 26, 2024. The agreement does not call for any interest and may be prepaid at anytime.

2024 Financing

On June 26, 2024, certain Financing Investors and Phytanix Bio entered into certain Securities Purchase Agreements pursuant to which, among other things, the Financing Investors agreed to purchase (i) certain promissory notes of Phytanix Bio in the original principal amount of $4,413,650.40, (ii) certain warrants to acquire Phytanix Bio’s common shares (Common Warrants”), and (iii) warrants to acquire Phytanix Bio’s Series A Preferred Shares. During the three month ended September 30, 2024, Phytanix Bio closed on a portion of the Securities Purchase Agreements, pursuant to which the Company issued and sold to the Financing Investors (i) promissory notes in the principal amount of $1,030,980 and (ii) three-year warrants to purchase up to 103,098 shares of the Company’s common stock at an initial exercise price of $11.00 per share, subject to adjustment. Phytanix Bio received net proceeds of $1,176,406, net of offering costs and expenses of $632,931. The notes are non-interest bearing and have a maturity date of June 29, 2025. The 180,933 Common Warrants were valued at $216,927, or $1.20, and using the relative fair value method, the Company recorded a debt discount of $216,927 to be amortized into interest expense over the life of the notes.

Loan Agreements

On June 26, 2024, the Company agreed to loan CBRG $1,590,995.12, pursuant to an unsecured non-interest bearing promissory note (the “Bridge Financing Note”). The maturity date of the Bridge Financing Note is the later of (x) June 29, 2025 and (y) the consummation of the CBRG’s initial business combination. The Bridge Financing Note may not be repaid with funds from the trust account that CBRG established for the benefit of its public holders. The proceeds from the Bridge Financing Note will be used (i) to pay off certain working capital loans issued by CBRG to Fulton AC I LLC, (ii) to pay for certain fees and expenses incurred in connection with the transactions contemplated in the Bridge Financing Note and CBRG’s initial business combination and (iii) for other general corporate purposes. During the three months ended September 30, 2024, the Company lent $1,063,235 of this agreed upon loan to CBRG.

NOTE 11 – RESTATEMENT

In connection with the preparation of the Company’s unaudited consolidated financial statements for the period ended June 30, 2024, management determined that it had incorrectly accounted for its newly formed subsidiary, Phytanix Bio, in its unaudited condensed consolidated financial statements for the period ended June 30, 2024 (the “Interim Financial Statements”) and did not include Phytanix Bio in its consolidation in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024, as originally filed with the SEC on August 15, 2024 (the “Original Filing”).

Accordingly, the Company restated its unaudited consolidated financial statements to include the financial position and results of operations of Phytanix Bio since its inception, which occurred during the three months ended June 30, 2024, which is included in this Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q/A for quarter ended June 30, 2024.

Accordingly, the Company’s unaudited consolidated balance sheet on June 30, 2024 and the consolidated statements of operations and comprehensive loss for the three months ended June 30, 2024 have been restated herein. The effect of correcting this error in the Company’s consolidated financial statements on June 30, 2024 and for the three months ended June 30, 2024 are shown in the table as follows:

Summary of Consolidated Balance Sheet Data (Unaudited):

	June 30, 2024
	As Previously Reported			Adjustments			As Restated
Assets:
Cash	$	10,955		$	703,308	(a)	$	714,263
Total current assets	$	11,966		$	703,308	(a)	$	715,274
Deferred offering costs	$	-		$	259,951	(b)	$	259,951
Total Assets	$	11,966		$	963,259	(c)	$	975,225

Liabilities:
Notes payable, net	$	-		$	959,479	(d)	$	959,479
Accounts payable	$	865,724		$	2,524	(j)	$	868,248
Accrued liabilities	$	490,164		$	(29,800	)(j)	$	460,364
Accrued liabilities- related party	$	-		$	200	(j)	$	200
Loan payable – related party	$	151,747		$	4		$	151,751
Total current liabilities	$	1,507,635		$	932,407		$	2,440,042
Total Liabilities	$	1,507,635		$	932,407		$	2,440,042

Stockholders’ Deficit:
Common stock	$	1,467,484		$	1		$	1,467,485
Additional paid in capital	$	9,885,765		$	217,126	(e)	$	10,102,891
Accumulated deficit	$	(12,835,373	)	$	(146,530	)(f)	$	(12,981,903	)
Noncontrolling interest	$	-		$	(88,919	)(I)	$	(88,919	)
Foreign currency translation adjustment	$	(13,545	)	$	49,174	(j)	$	35,629
Total Stockholders' Deficit	$	(1,495,669	)	$	30,852	(g)	$	(1,464,817	)
Total Liabilities and Stockholders’ Deficit	$	11,966		$	963,259	(h)	$	975,225

Increase in cash balance of $703,308 which was the total cash balance of Phytanix Bio as of June 30, 2024.

Increase in deferred offering costs of $259,951 paid by Phytanix Bio.

Aggregate increase in total assets of $963,059 from above changes as a result of consolidating Phytanix Bio.

Increase in notes payable, net of $959,479 related to the issuance of promissory notes and warrants by Phytanix Bio.

Increase in additional paid in capital of $217,126 due to the addition of Phytanix Bio’s paid-in-capital attributed to the issuance of warrants in connection with promissory notes.

Increase in accumulated deficit of $146,530 due to addition of Phytanix Bio’s net loss as a result of consolidating Phytanix Bio and other non-material adjustments.

Increase of total stockholders’ deficit of $30,652 from above changes as a result of consolidating Phytanix Bio.

	h)	Aggregate increase in total liabilities and stockholders’ deficit of $963,059 from above changes as a result of consolidating Phytanix Bio.

	i)	Increase in noncontrolling interest of $88,919 due to addition of Phytanix Bio’s as a result of consolidating Phytanix Bio.

	j)	Change in foreign currency translation adjustment of $49,174 due to non-material adjustments,

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

(Restated)

Summary Consolidated Statement of Operations (Unaudited):

	For the Three Months Ended June 30, 2024
	As Previously Reported			Adjustments			As Restated
Operating Expense:
Accounting and audit fees	$	79,930		$	42,500	(a)	$	122,430
Legal fees	$	281		$	72,500	(a)	$	72,781
Consulting fees	$	289,058		$	90,000	(a)	$	379,058
General and administrative expenses	$	13,005		$	30,449	(b)	$	43,454
Total Operating Expenses	$	447,373		$	235,449	(b)	$	682,822
Loss from Operations	$	(447,373	)	$	(235,449	)(b)	$	(682,822	)
Net Loss	$	(419,298	)	$	(235,449	)(b)	$	(654,747	)
Net loss of subsidiaries attributable to noncontrolling interest	$	-		$	(88,919	)(a)	$	(88,919	)
Net Loss Attributable to Common Shareholders	$	(419,298	)	$	(146,530	)(b)	$	(565,828	)
Comprehensive loss	$	(472,703	)	$	(182,044	)	$	(654,747	)

	a)	Increase in various operating expenses for the three months ended June 30, 2024 due to the consolidation of Phytanix Bio.

	b)	Increase in various operating expenses for the three months ended June 30, 2024 due to the consolidation of Phytanix Bio and other non-material adjustments.

Summary Consolidated Statement of Cash Flows (Unaudited):

	For the Three Months Ended June 30, 2024
	As Previously Reported			Adjustments			As Restated
Net cash (used in) provided by operating activities	$	55,562		$	(262,725	)(b)	$	(207,163	)
Net cash provided by (used in) financing activities	$	6,144		$	916,859	(a)	$	923,003
Net Increase In Cash	$	61,706		$	654,134	(b)	$	715,840
Effect of exchange rate adjustments on cash	$	(53,405	)	$	49,174	(b)	$	(4,231	)
Cash, end of period	$	10,955		$	703,308	(a)	$	714,263

	a)	Increase in various operating expenses for the three months ended June 30, 2024 due to the consolidation of Phytanix Bio.

	b)	Increase in various operating expenses for the three months ended June 30, 2024 due to the consolidation of Phytanix Bio and other non-material adjustments.

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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 effect 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

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 for 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.

In November 2021, we acquired assets and IP from C2 Wellness Corporation. The consideration paid was 24,000,000 ABTI shares. On September 08, 2023, we agreed to sell the same assets and IP to C2 Wellness Corporation for a total of 29,015,993 of our shares

On April 16, 2024, the Company formed a new subsidiary Phytanix Bio, with 1,000 Common shares and 17,000 Preferred Shares originally being authorized as founding shares. On May 16, 2024, Phytanix Bio amended its articles of incorporation to change the amount of authorized shares capital of Phytanix Bio to 10,000,000 common shares and 100,000 preferred shares. Additionally, the Company authorized the acquisition of 100% of the share capital of ABTI Pharma Ltd and subsidiaries by Phytanix Bio for the consideration of 5,000,000 Phytanix Bio shares. Phytanix Bio was formed to become the parent of ABTI Pharma Limited and its subsidiaries. Phytanix Bio was formed to execute a merger transaction with NASDAQ-listed company Chain Bridge I (NASDAQ: CBRG), which as of the date of this filing has not yet closed.

Additionally, we may consider entering into Joint Venture Partnerships, or acquire companies (or be acquired) 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.

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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.

Results of Operations for the Three Months Ended June 30, 2024 and 2023

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 $682,822 for the three months ended June 30, 2024, as compared with $585,200 for the same period ended 2023.

Our operating expenses for the three months ended June 30, 2024 were mainly the result of $379,058 in consulting fees, $122,430 in accounting and audit fees, legal fees of $72,781, $43,663 in salaries and wages, and general and administrative expenses of $43,454. By contrast, our operating expenses for the three months ended June 30, 2023 were mainly the result of $317,741 in consulting fees, $171,000 in directors fees, $48,938 in accounting and audit fees and $35,939 in salaries and wages. The main difference is from the increase in accounting and audit fees as a result of the Phytanix transaction.

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, 2025 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 had other income of $28,075 for the three months ended June 30, 2024, as a result of a gain on conversion, compared with $138,163 in other income for the same period ended June 30, 2023 as a result of the gain on the conversion of note.

We recorded a net loss of 654,747 for the three months ended June 30, 2024, as compared with $447,037 for the same period ended 2023.

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 June 30, 2024, we had $715,274 in current assets, consisting mostly of cash in bank of $714,263 and inventories, and current liabilities of $2,440,042. We had a working capital deficit of $1,724,768 as of June 30, 2024, compared with a working capital deficit of $1,329,601 as of March 31, 2024.

We had cash used in operating activities of $207,163 for the three months ended June 30, 2024, as compared with cash provided by operations of $310,821 for the same period ended 2023. Our negative operating cash flow the three months ended June 30, 2024 was mainly the result our net loss of $654,747, adjustment for the add back of non-cash expenses related to stock issued for services aggregating $306,635, and changes in operating assets and liabilities such as an increase in accounts payable of $43,038 and accrued liabilities of $97,913. Our positive operating cash flow the three months ended June 30, 2023 was mainly the result of a net loss offset by shares issued for services and net changes in operating assets and liabilities.

There was no cash used in investing activities for the three months ended June 30, 2024 as compared to $166,852 for the three months ended June 30, 2023. The cash used in investing for 2023 was related to the acquisition of patent production rights from Alinova Biosciences, Ltd.

Financing activities provided $923,003 for the three months ended June 30, 2024, as a result of related party notes and advances of $6,348 and net proceeds from notes payable of $1,176,406, offset by cash used in financing activities of $259,951 related to the payment of deferred offering costs. Financing activities used $38,535 for the three months ended June 30, 2023, as a result of related party notes offset by the conversion of a related party convertible note.

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. 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.

Off Balance Sheet Arrangements

As of June 30, 2024, 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 $1,724,768 as of June 30, 2024, and have incurred losses since inception of $12,981,903. 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.

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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 June 30, 2024. 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 June 30, 2024, 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 June 30, 2024, 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. During the period covered by this quarterly report on Form 10-Q/A, 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, 2025: (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

There were no changes in our internal control over financial reporting during the three months ended June 30, 2024 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

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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 18, 2024, which are incorporated herein by reference.

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

On May 9, 2024, 2024, the Company issued a total 39,000,000 shares to Long Eight Limited in exchange for services provided to the company at a price per share of $0.0037 US dollars.

On May 16, 2024, the Company issued a total 18,000,000 shares to Long Eight Limited in exchange for services provided to the company at a price per share of $0.0033 US dollars.

On May 9, 2024, the Company issued a total of 7,812,500 shares to Guy Webber in lieu of services provided to the company as per his employment contract, at a price per share of $0.0037 US dollars.

On May 9, 2024, the Company issued a total of 5,000,000 shares to Nathan Thompson in lieu of payment for Director Services provided to the company for the period July 01, 2023 to March 31, 2024, at a price per share of $0.0037 US dollars

On May 9, 2024, the Company issued a total of 5,000,000 shares to Ning Qu in lieu of payment for Director Services provided to the company for the period July 1, 2023 to March 31, 2024, at a price per share of $0.0037 US dollars

On May 9, 2024, the Company issued a total of 5,000,000 shares to Michael Hunter Land in lieu of payment for Director Services provided to the company for the period July 01, 2023 to March 31, 2024 at a price per share of $0.0037 US dollars

On May 9, 2024, the Company issued a total of 5,000,000 shares to Daniel Reshef in lieu of payment for Director Services provided to the company for the period July 01, 2023 to March 31, 2024 at a price per share of $0.0037 US dollars.

On August 13, 2024, the Company issued a total of 2,114,666 shares to Guy Webber in lieu of services provided to the company as per his employment contract.

These securities were issued pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

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Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On July 22, 2024, Chain Bridge I, a Cayman Islands exempted company (“CBRG”), CB Holdings, Inc., a Nevada corporation (“HoldCo”), CB Merger Sub 1, a Cayman Islands exempted company (“CBRG Merger Sub”), Phytanix Bio, a Nevada corporation (the “Company”), and majority owned subsidiary of Alterola Biotech, Inc., a Nevada corporation, and CB Merger Sub 2, Inc., a Nevada corporation (“Company Merger Sub”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”).

Phytanix Bio is a subsidiary of Alterola Biotech, Inc., and Phytanix is the parent company of ABTI Pharma, which holds the subsidiaries, Ferven and Phyto. Phytanix Bio is an innovative pharmaceutical company dedicated to the development of therapeutics based on cannabinoid, cannabinoid-like and non-cannabinoid molecules. CBRG is a special purpose acquisition company formed for the purpose of acquiring or merging with one or more businesses. Upon closing of the transaction, expected to occur in the first quarter of 2025, the combined company will be named Phytanix Inc., and its common stock is expected to be listed on the Nasdaq Capital Market under the ticker symbol “PHYX.”

The Business Combination

(i)	CBRG Merger Sub will merge with and into CBRG (the “CBRG Merger”) and Company Merger Sub will merge with and into the Company (the “Company Merger” and, together with the CBRG Merger, the “Mergers”), with CBRG and the Company surviving the Mergers and, after giving effect to such Mergers, each of CBRG and the Company becoming a wholly owned subsidiary of HoldCo, on the terms and subject to the conditions in the Business Combination Agreement;

(ii)	(A) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of CBRG (the “CBRG Class A Shares”) will be automatically cancelled, extinguished and converted into the right to receive one share of common stock, par value $0.0001 per share, of HoldCo (the “HoldCo Shares”); and (B) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of CBRG (the “CBRG Class B Shares” and together with the CBRG Class A Shares, the CBRG Shares), will be automatically cancelled, extinguished and converted into the right to receive one HoldCo Share;

(iii)	each outstanding warrant to purchase one CBRG Class A Share will be automatically exchanged for a warrant to purchase one HoldCo Share; and

(iv)	(A) each warrant of the Company to purchase Company common stock will be exchanged for a warrant to purchase HoldCo Shares; (B) each warrant of the Company to purchase Company preferred stock will be exchanged for a warrant to purchase HoldCo preferred stock; (C) all promissory notes of the Company issued in connection with its June 2024 financing will be exchanged for HoldCo Series A convertible preferred stock, and any remaining issued and outstanding promissory notes of the Company will be automatically and fully cancelled; (D) each share of preferred stock, par value $0.000000001 per share, of the Company (the “Company Preferred Stock”) that is issued and outstanding will be automatically converted into shares of HoldCo preferred stock; and (E) all issued and outstanding shares of Company Common Stock (other than treasury shares and shares with respect to which appraisal rights under the Nevada law are properly exercised and not withdrawn) will be automatically cancelled, extinguished and converted into the right to receive HoldCo Shares based on the exchange ratio set forth in the Business Combination Agreement.

Consideration

Representations and Warranties; Covenants

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Conditions to Each Party’s Obligations

Termination

A copy of the Business Combination Agreement is attached as Exhibit 2.1 hereto and is incorporated herein by reference. The foregoing description of the Business Combination Agreement and the transactions contemplated thereby is qualified in its entirety by reference thereto. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. The Company does not believe that these schedules contain information that is material to an investment decision.

Sponsor Letter Agreement

Company Stockholder Transaction Support Agreements

The form of the Company Transaction Support Agreement is filed with this Quarterly Report as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Financing Agreement is qualified in its entirety by reference thereto.

Investor Rights Agreement

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The form of the Investor Rights Agreement is filed with this Quarterly Report as Exhibit 10.2 and is incorporated herein by reference, and the foregoing description of the Investor Rights Agreement is qualified in its entirety by reference thereto.

Secured Loan

On June 26, 2024, Alterola Biotech, Inc. entered into a Secured Promissory Note with its subsidiary, Phytanix Bio.

The form of the Secured Promissory Note is filed with our Quarterly Report on Form 10-Q for the period ended June 30, 2024 as Exhibit 4.1 and is incorporated herein by reference, and the foregoing description of the Secured Promissory Note is qualified in its entirety by reference thereto.

2024 Financing

The form of the Securities Purchase Agreement, the form of Bridge Financing Note, the form of Common Stock Purchase Warrant and the forms of Preferred Stock Purchase Warrants in the 2024 Financing are filed with our Quarterly Report on Form 10-Q for the period ended June 30, 2024 as Exhibits 10.3, 4.3, 4.4, 4.5 and 4.6 are incorporated herein by reference, and the foregoing description of such documents is qualified in its entirety by reference thereto.

Loan Agreement

The form of the Bridge Financing Note is filed with our Quarterly Report on Form 10-Q for the period ended June 30, 2024 as Exhibit 4.2 and is incorporated herein by reference, and the foregoing description of the Bridge Financing Note is qualified in its entirety by reference thereto.

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Item 6. Exhibits

Exhibit Number		Description of Exhibit
2.1		Business Combination Agreement, dated July 22, 2024 (incorporated by reference to Exhibit 2.1 to its Quarterly Report on Form 10-Q as filed on August 15, 2024).
4.1		Secured Promissory Note, dated June 26, 2024 (incorporated by reference to Exhibit 4.1 to its Quarterly Report on Form 10-Q as filed on August 15, 2024).
4.2		Form of Bridge Financing Note, dated June 26, 2024 (incorporated by reference to Exhibit 4.2 to its Quarterly Report on Form 10-Q as filed on August 15, 2024).
4.3		Form of Promissory Note in 2024 Financing (incorporated by reference to Exhibit 4.3 to its Quarterly Report on Form 10-Q as filed on August 15, 2024).
4.4		Form of Common Stock Purchase Warrant in 2024 Financing (incorporated by reference to Exhibit 4.4 to its Quarterly Report on Form 10-Q as filed on August 15, 2024).
4.5		Form of Series A Preferred Stock Purchase Warrant in 2024 Financing (incorporated by reference to Exhibit 4.5 to its Quarterly Report on Form 10-Q as filed on August 15, 2024).
4.6		Form of Series B Preferred Stock Purchase Warrant in 2024 Financing (incorporated by reference to Exhibit 4.6 to its Quarterly Report on Form 10-Q as filed on August 15, 2024).
10.1		Form of Company Shareholder Transaction Support Agreement (incorporated by reference to Exhibit 10.1 to its Quarterly Report on Form 10-Q as filed on August 15, 2024).
10.2		Form of Investor Rights Agreement (incorporated by reference to Exhibit 10.2 to its Quarterly Report on Form 10-Q as filed on August 15, 2024).
10.3		Securities Purchase Agreement in 2024 Financing (incorporated by reference to Exhibit 10.3 to its Quarterly Report on Form 10-Q as filed on August 15, 2024).
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 June 30, 2024 formatted in Extensible Business Reporting Language (XBRL).

**Provided herewith

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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 22, 2024

	By:	/s/ David Hitchcock
		David Hitchcock
	Title:	Chief Executive Officer (Principal Executive Officer) and Director

Date:	November 22, 2024

	By:	/s/ Nathan Thompson
		Nathan Thompson
	Title:	Chief Financial Officer and Director

nullnullnull

Cover - shares	3 Months Ended
Cover - shares	Jun. 30, 2024	Nov. 15, 2024
Cover [Abstract]
Entity Registrant Name	Alterola Biotech, Inc.
Entity Central Index Key	0001442999
Document Type	10-Q/A
Amendment Flag	true
Current Fiscal Year End Date	--03-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2025
Entity Common Stock Shares Outstanding		1,459,502,018
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-156091
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	82-1317032
Entity Address Address Line 1	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
Amendment Description	Alterola Biotech, Inc. (the “Company”) is filing this Amendment No.1 on Form 10-Q/A for the three months ended June 30, 2024 (this “Form 10-Q/A”). This Form 10-Q/A amends the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2024, as filed with the Securities and Exchange Commission (“SEC”) on August 15, 2024 (the “Original Filing”). This Form 10-Q/A is being filed to restate the Company’s unaudited condensed consolidated financial statements for the three months ended June 30, 2024. The Management identified an error related to the consolidation of its newly formed subsidiary, Phytanix Bio, which was not included in the consolidated results of the Company for the three months ended June 30, 2024. The restatement reflects the inclusion of Phytanix Bio in the consolidated results of the Company, which increased the Company’s cash, notes payable, accumulated deficit, operating expenses, and net loss. These adjustments were evaluated by management in accordance with SEC Staff Accounting Bulletin Topic 1M, “Materiality” and management determined the effects of the restatement to be material. Additionally, the Company made additional non-material changes. Accordingly, the Company restated its unaudited consolidated financial statements to include the financial position and results of operations of its newly formed subsidiary, Phytanix Bio since its inception, which occurred during the three months ended June 30, 2024, and other immaterial changes, and is filing this Amendment No. 1 (the “Amendment”) to the Original Filing to: (i)Amend and restate Part I, Item 1 - Financial Statements to include the financial position and results of operations of its subsidiary, Phytanix Bio since its inception, which occurred during the three months ended June 30, 2024, and other immaterial changes, in the Interim Financial Statements; (ii)Amend and restate Part I, Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations due to the restatement referenced in clause (i); (iii)Amend and restate Part II, Item 6 - Exhibits to provide updated certifications; and (iv)Correct certain typographical errors contained in the Original Filing. Please see Note 11 - Restatement contained in the Notes to Unaudited Consolidated Financial Statements. In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this Form 10-Q/A (Exhibits 31.1, 31.2, and 32.1). Except as otherwise described above and as otherwise set forth in this Form 10-Q/A, this Form 10-Q/A does not amend, modify or update any other information contained in the Original Filing. This Form 10-Q/A does not purport to reflect any information or events subsequent to the Original Filing, except as expressly described herein. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Filing. Among other things, forward-looking statements and risk factor disclosure in the Original 10-Q have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Filing, and such forward-looking statements and risk factors should be read in their historical context.
Local Phone Number	601 9477
Entity Interactive Data Current	Yes

UNAUDITED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2024	Mar. 31, 2024
Current assets:
Cash in bank	$ 714,263	$ 2,654
Inventories	1,011	1,009
Total current assets	715,274	3,663
Long-term assets:
Deferred offering costs	259,951	0
Total Assets	975,225	3,663
Current liabilities:
Notes payable, net	959,479	0
Accounts payable	868,248	825,210
Accrued liabilities	460,364	362,451
Accrued liabilities, related party	200	0
Loans payable, related party	151,751	145,603
Total current liabilities	2,440,042	1,333,264
Total liabilities	2,440,042	1,333,264
Commitments and Contingencies	0	0
Preferred stock, $0.001 par value, respectively; 10,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2024 and March 31, 2024	0	0
Common stock, $0.001 par value, respectively; 2,000,000,000 authorized; 1,467,475,452 and 1,382,662,949 shares issued outstanding as of June 30, 2024 and March 31, 2024, respectively	1,467,485	1,382,663
Additional paid in capital	10,102,891	9,663,951
Accumulated deficit	(12,981,903)	(12,416,075)
Accumulated other comprehensive income	35,629	39,860
Total stockholders' deficit attributable to owners of the parent	(1,375,898)	(1,329,601)
Non-controlling interest	(88,919)	0
Total stockholders' deficit	(1,464,817)	(1,329,601)
Total liabilities and stockholders' deficit	$ 975,225	$ 3,663

UNAUDITED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
UNAUDITED CONSOLIDATED BALANCE SHEETS
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, Issued	1,467,475,452	1,382,662,949	807,047,948	807,047,948
Common Stock, Shares, Outstanding	1,467,475,452	1,382,662,949	807,047,948	807,047,948

UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
REVENUES	$ 0	$ 0
OPERATING EXPENSES:
Accounting and audit fees	122,430	48,938
Professional fees	2,301	5,290
Research and Development	19,135	0
Legal Fees	72,781	0
Directors Fees	0	171,000
Consulting Fees	379,058	317,741
Salaries and wages	43,663	35,939
General and administrative - other	43,454	6,292
TOTAL OPERATING EXPENSES	682,822	585,200
LOSS FROM OPERATIONS	(682,822)	(585,200)
OTHER INCOME (EXPENSES):
Gain on conversion of debt	0	138,163
Exchange differences	28,075	0
TOTAL OTHER INCOME (EXPENSE)	28,075	138,163
LOSS BEFORE INCOME TAXES	(654,747)	(447,037)
PROVISION FOR INCOME TAXES	0
NET LOSS	(654,747)	(447,037)
Net loss of subsidiaries attributable to noncontrolling interest	(88,919)	0
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (565,828)	$ (447,037)
NET LOSS PER SHARE:
Basic and diluted	$ (0.00)	$ (0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic and diluted	1,429,742,622	807,047,948
COMPREHENSIVE LOSS:
Net loss	$ (654,747)	$ (447,037)
Other comprehensive loss:
Unrealized foreign currency translation gain	(4,231)	(77,779)
Comprehensive loss	$ (658,978)	$ (524,816)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated other comprehensive Income (loss)	Retained Earnings (Accumulated Deficit)	Noncontrolling Interest	Total Stockholders' Equity (Deficit) attributable to the owners of the parent	Treasury Stock [Member]
Balance, shares at Mar. 31, 2023		807,047,948
Balance, amount at Mar. 31, 2023	$ 9,761,144	$ 807,048	$ 18,927,919	$ 67,873	$ (10,041,696)	$ 0	$ 9,761,144	$ 0
Shares reclaimed into treasury shares, shares		(44,064,000)						44,064,000
Shares reclaimed into treasury shares, amount	0	$ (44,064)	0	0	0	0	0	$ 44,064
Shares issued for settlement of debt, shares		476,000						(476,000)
Shares issued for settlement of debt, amount	157,339	$ 476	157,339	0	0	0	157,339	$ (476)
Shares issued for exercise of warrants, shares		13,500,000						(13,500,000)
Shares issued for exercise of warrants, amount	0	$ 13,500	0	0	0	0	0	$ (13,500)
Shares issued for acquisition of Alinova Biosciences, shares		5,000,000						(5,000,000)
Shares issued for acquisition of Alinova Biosciences, amount	295,000	$ 5,000	295,000	0	0	0	295,000	$ (5,000)
Shares issued for services, shares		16,088,000						(16,088,000)
Shares issued for services, amount	305,672	$ 16,088	305,672	0	0	0	305,672	$ (16,088)
Shares issued for services - directors, shares		9,000,000						(9,000,000)
Shares issued for services - directors, amount	171,000	$ 9,000	171,000	0	0	0	171,000	$ (9,000)
Foreign currency translation	(77,779)	0	0	(77,779)	0	0	(77,779)	0
Net loss for the period ended June 30, 2023	(447,037)	0	0	0	(447,037)	0	(447,037)	0
Balance, amount at Jun. 30, 2023	10,165,339	$ 807,048	19,856,930	(9,906)	(10,488,733)	0	10,165,339	0
Balance, shares at Jun. 30, 2023		807,047,948
Balance, shares at Mar. 31, 2024		1,382,662,949
Balance, amount at Mar. 31, 2024	(1,329,601)	$ 1,382,663	9,663,951	39,860	(12,416,075)	0	(1,329,601)	0
Shares issued for services, shares		57,000,000
Shares issued for services, amount	203,700	$ 57,000	146,700		0	0	203,700	0
Shares issued for services - directors, shares		20,000,000
Shares issued for services - directors, amount	74,000	$ 20,000	54,000		0	0	74,000	0
Net loss for the period ended June 30, 2023	(654,747)	0	0	0	(565,828)	(88,919)	(565,828)	0
Change in foreign currency	(4,231)	0	0	(4,231)	0	0	(4,231)	0
Warrants issued with convertible notes	216,927	$ 0	216,927		0	0	216,927	0
Shares issued for back wages, shares		7,812,500
Shares issued for back wages, amount	28,935	$ 7,822	21,113		0	0	28,935	0
Cash received for founders shares	200		200				200
Balance, amount at Jun. 30, 2024	(1,464,817)
Balance, shares at Jun. 30, 2024		1,467,475,449
Balance, amount at Jun. 30, 2024	$ (1,464,817)	$ 1,467,485	$ 10,102,891	$ 35,629	$ (12,981,903)	$ (88,919)	$ (1,375,898)	$ 0

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (654,747)	$ (447,037)
Shares issued for outside services	203,700	305,672
Stock to directors	74,000	171,000
Shares issued for back wages	28,935	0
Shares issued for settlement of debt	0	157,339
Changes in: operating assets and liabilities:
Inventories	(2)	(19)
VAT Receivable	0	36,426
Accounts Payable	43,038	64,259
Accrued liabilities	97,913	23,181
Net cash (used in) provided by operating activities	(207,163)	310,821
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of assets	0	(166,852)
Net cash used in investing activities	0	(166,852)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from notes payable	1,176,406	0
Deferred offering costs	(259,951)
Proceeds from sale of common stock	200	0
Proceeds from (repayment of ) loans from related parties	6,348	(38,535)
Net cash provided by (used in) financing activities	923,003	(38,535)
NET INCREASE IN CASH	715,840	105,434
Effect of exchange rate adjustments on cash	(4,231)	(77,779)
CASH, beginning of period	2,654	8,890
CASH, end of period	714,263	36,545
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Interest paid	0	0
Income taxes paid	0	0
NON-CASH INVESTING AND FINANCING INFORMATION:
Shares issued for services	277,700	305,762
Shares issued to directors	0	171,000
Shares issued for asset acquisition	0	295,000
Shares issued for exercise of warrants	0	13,500
Shares issued for conversion of notes payable	0	157,339
Shares issued for back wages	28,935	0
Increase in equity and debt discount	$ 216,927	$ 0

NATURE OF BUSINESS, LIQUIDITY GOING CONCERN

3 Months Ended

Jun. 30, 2024

NATURE OF BUSINESS, LIQUIDITY GOING CONCERN

NATURE OF BUSINESS, LIQUIDITY & GOING CONCERN

NOTE 1 – NATURE OF BUSINESS, LIQUIDITY & GOING CONCERN

•

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.

LIQUIDITY & GOING CONCERN

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Jun. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Cash and Equivalents

For purposes of the consolidated statements 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

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

Income Taxes

Foreign Currency Translation

Revenue Recognition

Loss Per Common Share

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

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 Ltd – 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 relating to R & D.

Noncontrolling interests

Other Intangible Assets

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.

INTANGIBLE ASSETS

3 Months Ended

Jun. 30, 2024

INTANGIBLE ASSETS

INTANGIBLE ASSETS

NOTE 3 – INTANGIBLE ASSETS

DEFERRED TAX ASSET

3 Months Ended

Jun. 30, 2024

DEFERRED TAX ASSET

DEFERRED TAX ASSET

NOTE 4 – DEFERRED TAX ASSET

ACCOUNTS PAYABLE

3 Months Ended

Jun. 30, 2024

ACCOUNTS PAYABLE

ACCOUNTS PAYABLE

NOTE 5 – ACCOUNTS PAYABLE

Accounts payable consisted of the following at June 30, 2024 and March 31, 2024

	June 30, 2024		March 31, 2024
Accounting and audit fees	$	174,113	$	181,955
Research and development		344,365		409,904
General and administrative		310,713		147,724
Legal fees and transfer agent		39,057		85,627
Total Accounts Payable	$	868,248	$	825,210

ACCRUED LIABILITIES

3 Months Ended

Jun. 30, 2024

ACCOUNTS PAYABLE

ACCRUED LIABILITIES

NOTE 6 – ACCRUED LIABILITIES

Accrued liabilities consisted of the following at June 30, 2024 and March 31, 2024

	June 30, 2024		March 31, 2024
Accounting and audit fees	$	56,936	$	49,468
Research and development		35,576		—
General and administrative		260,368		89,508
Legal fees and transfer agent		107,484		223,475
Total Accrued Expenses	$	460,364	$	362,451

STOCKHOLDERSS EQUITY (DEFICIT)

3 Months Ended

Jun. 30, 2024

STOCKHOLDERSS EQUITY (DEFICIT)

STOCKHOLDERS'S EQUITY (DEFICIT)