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Alterola Biotech Inc.

15/08/2024 | Press release | Distributed by Public on 15/08/2024 21:29

Quarterly Report for Quarter Ending June 30, 2024 (Form 10-Q)

Alterola Biotech, Inc. - Form 10-Q - June 30, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

	For the quarterly period ended 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 SquareBirkenhead Merseyside

CH41 5ARUnited Kingdom

(Address of principal executive offices)

+44 151601 9477

(Registrant's telephone number)

_______________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days

[X] Yes[ ] No

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

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

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

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

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

[ ] Yes [X] No

State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 1,459,502,018shares as of August 14, 2024.

Table of Contents

	TABLE OF CONTENTS	Page
PART I - FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4:	Controls and Procedures	7
PART II - OTHER INFORMATION
Item 1:	Legal Proceedings	8
Item 1A:	Risk Factors	8
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3:	Defaults Upon Senior Securities	8
Item 4:	Mine Safety Disclosure	8
Item 5:	Other Information	9
Item 6:	Exhibits	12

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

F-1	Consolidated Balance Sheets as of June 30, 2024 (unaudited) and March 31, 2024 (audited);

F-2	Consolidated Statements of Operations for the three months ended June 30, 2024 and 2023 (unaudited);

F-3	Consolidated Statement of Stockholders' Deficit for the three months ended June 30, 2024 and 2023 (unaudited);

F-4	Consolidated Statements of Cash Flow for the three months ended June 30, 2024 and 2023 (unaudited);

F-5	Notes to Consolidated Financial Statements.

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the Securities Exchange Commission ("SEC") instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended June 30, 2024 are not necessarily indicative of the results that can be expected for the full year.

Table of Contents

ALTEROLA BIOTECH, INC.

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2024 AND MARCH 31, 2024

	June 30, 2024		March 31, 2024
		(Unaudited)			(Audited)*
ASSETS
Current Assets
Bank	$	10,955		$	2,654
Inventories		1,011			1,009

Total Current Assets		11,966			3,663

TOTAL ASSETS	$	11,966		$	3,663

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable	$	865,724		$	825,210
Accrued expenses		490,164			362,451
Loan payable, related party		151,747			145,603
Total Current Liabilities		1,507,635			1,333,264

Convertible Note Payable		-			-

Total Liabilities		1,507,635			1,333,264

Stockholders' Equity (Deficit)
Preferred Stock, $0.001par value, 10,000,000shares authorized, -0- shares issued and outstanding		-			-
Common Stock, $0.001par value, 2,000,000,000shares authorized, 1,467,475,449and 1,382,662,952shares issued and outstanding, respectively		1,467,484			1,382,663
Additional paid-in capital		9,885,765			9,663,951
Accumulated deficit		(12,835,373	)		(12,416,075	)
Foreign currency translation adjustment		(13,545	)		39,860
Total Stockholders' Equity (Deficit)		(1,495,669	)		(1,329,601	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	11,966		$	3,663

* Derived from audited information

See accompanying notes to financial statements.

F-1

Table of Contents

ALTEROLA BIOTECH, INC.

UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023


	Three months ended June 30, 2024		Three months ended June 30, 2023

REVENUES	$	-			-

OPERATING EXPENSES
Accounting and audit fees		79,930			48,938
Professional fees		2,301			5,290
Research and development		19,135			-
Legal fees		281			-
Directors fees and expenses		-			171,000
Consulting fees		289,058			317,741
Salaries and wages		43,663			35,939
General and administrative expenses		13,005			6,292
TOTAL OPERATING EXPENSES		447,373			585,200

LOSS FROM OPERATIONS		(447,373	)		(585,200	)

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

PROVISION FOR INCOME TAXES		-			-

NET LOSS	$	(419,298	)		(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

NET LOSS		(419,298	)		(447,037	)

Foreign translation adjustment		(53,405	)		(77,779	)

COMPREHENSIVE LOSS		(472,703	)		(524,816	)

See accompanying notes to financial statements.

F-2

Table of Contents

ALTEROLA BIOTECH, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

FOR THE THREE MONTHS ENDED JUNE 30, 2024AND 2023


	Common stock		Treasury Shares stock
	Shares		Amount	Shares		Amount	Additional paid in capital		Stock Subscription	Accumulated other comprehensive income ( loss)		Accumulated Deficit	Stockholders' Equity (deficit)
Balance, March 31, 2023		807,047,948		$	807,048			-			-			18,927,919	$	-	$	67,873		$	(10,041,696	)	$	9,7641,144
Foreign currency translation		-			-			-			-			-		-		(77,779)			-			(77,779)
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
Shares issued for 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
Shares issued for services		16,088,000			16,088			(16,088,000	)		(16,088	)		305,672		-		-			-			305,672
Shares issued for services - directors		9,000,000			9,000			(9,000,000	)		(9,000	)		171,000		-		-			-			171,000
Net loss for the period ended June 30, 2023		-			-			-			-			-		-		-			(447,037	)		(447,037	)
Balance, June 30, 2023		807,047,948		$	807,048			-			-			19,856,930		-	$	(9,906	)	$	(10,488,733	)	$	10,165,339


	Common stock		Treasury Shares stock
	Shares		Amount	Shares		Amount	Additional paid in capital		Stock Subscription	Accumulated other comprehensive income ( loss)		Accumulated Deficit	Stockholders' Equity (deficit)
Balance, March March 31, 2024		1,382,662,949		$	1,382,663			-			-			9,663,951	$	-	$	39,860		$	(12,416,075	)	$	(1,329,601	)
Foreign currency translation		-			-			-			-			-		-		(53,405	)		-		(53,405	)
Shares issued for services - Directors		20,000,000			20,000			-			-			54,000		-		-			-			74,000
Shares issued for back wages		7,812,500			7,822			-			-			21,114		-		-			-			28,935
Shares issued for services		57,000,000			57,000			-			-			146,700		-		-			-			203,700
Net loss for the period ended June 30, 2024		-			-			-			-			-		-		-			(419,298	)		(419,298	)
Balance, June 30, 2024		1,467,475,449		$	1,467,484			-			-			9,885,765		-	$	(13,545	)	$	(12,835,373	)	$	(1,495,669	)

See accompanying notes to financial statements.

F-3

Table of Contents

ALTEROLA BIOTECH, INC.

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023


	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(419,298	)	$	(447,037	)
Adjustments to reconcile net loss to net cash flows used in operating activities
Stock issued for outside services		203,700			305,672
Stock to directors		74,000			171,000
Shares issued for settlement of debt		-			157,339
Shares issued for back wages		28,935			-
Changes in assets and liabilities:
Inventory		(2	)		(19	)
VAT receivable		28,684			36,426
Accounts payable		11,830			64,259
Accrued liabilities		127,713			23,181
Net Cash Provided by Operating Activities		55,562			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
Loan from related parties		6,144			(38,535	)
Net Cash Provided by (Used in) Financing Activities		6,144			(38,535	)

Net change in cash		61,706			105,434

Effect of exchange rate adjustments on cash		(53,405	)		(77,779	)

Cash and cash equivalents, beginning of period		2,654			8,890
Cash and cash equivalents, end of period	$	10,955		$	36,545

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		$	-

See accompanying notes to financial statements.

F-4

Table of Contents

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

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 55,000,000shares 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 600,000,000shares 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.

F-5

Table of Contents

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

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 29,015,993shares 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 35,000Sterling in cash and 5,000,000shares of ABTI Stock.

On April 16, 2024, the Company formed a new subsidiary Phytanix Bio.

LIQUIDITY & GOING CONCERN

Alterola has negative working capital of $1,495,669, has incurred losses since inception of $12,837,659, and has not received revenues from sales of products or services. These factors create substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited condensed 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 Phytanix Bio. All material intercompany transactions and balances have been eliminated.

These financial statements and the notes attached hereto should be read in conjunction with the 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 results of operations for the interim period are not necessarily indicative of the results for the full year ending March 31, 2025.

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

Use of Estimates

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

Cash and Equivalents

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

Fair Value of Financial Instruments

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

F-6

Table of Contents

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

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

Income Taxes

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

Foreign Currency Translation

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

Revenue Recognition

On January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605. As of and for the year ended December 31, 2022, the financial statements were not materially impacted as a result of the application of Topic 606 compared to Topic 605.

F-7

Table of Contents

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

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, 2023 there are no capitalized research and development costs.

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

	•	Licenses for patent and know-how ( Nano 4 M) - this relates to the company's formulation of Active Pharmaceutical Ingredients ( API) for its lead pharmaceutical programs.
	•	Protein Technologies 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.

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.

Risks and Uncertainties

On January 30, 2020, the World Health Organization declared the coronavirus outbreak a "Public Health Emergency of International Concern" and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and business.

We may be impacted by business interruptions resulting from pandemics and public health emergencies, including those related to geopolitical actions, including war and terrorism or natural disasters including earthquakes, typhoons, floods, and fires. An outbreak of infectious disease, a pandemic or a similar public health threat or a fear of any of the foregoing, could adversely impact us by causing operating, manufacturing supply chain, clinical trial and project development delays and disruptions, labour shortages, travel and shipping disruption and shutdowns (including as a result of government regulation and prevention measures). It is unknown whether and how we may be affected if such an epidemic persists for an extended period of time. We may incur expenses or delays relating to such events outside of our control, which could have a material adverse impact on our business, operating results, and financial condition.

Recent Accounting Pronouncements

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

F-8

Table of Contents

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

NOTE 3 - INTANGIBLE ASSETS

As part of the C2 Wellness acquisition, the company recognized $12,000,000in 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 $189,355in 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		308,189			147,724
Legal fees and transfer agent		39,057			85,627
Total Accounts Payable	$	865,724		$	825,210

NOTE 6 - ACCRUED EXPENSES

Accrued expenses 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		290,168			89,508
Legal fees and transfer agent		107,484			223,475
Total Accrued Expenses	$	490,164		$	362,451

NOTE 7 - CAPITAL STOCK

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

On August 11, 2021, the Company issued 15,000,000warrants to purchase common stock at $0.64per share. The warrants were issued with a 5 yearterm. The warrants exercise price includes a declining scale with the stock price. As of December 31, 2022, the warrants were exercisable at $0.001per share and the total potential impact on the financial statements of the exercise of the warrants was approximately $1 million dollars. The warrants were exercised on June 13, 2023(see below). The total potential impact on the financial statements of the exercise of the warrants was approximately $13,500.

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ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

During September 2021, the Company received an investment for £100,000 Sterling (or $136,721) in exchange for a subscription for 280,000shares. On May 2, 2022, the Company issued the 280,000shares to the investor

On October 29, 2021, the Company issued 7,500,000shares of stock in exchange for services provided by EMC2 Capital. The shares were issued at fair value of the date of exchange, or $2,399,250.

As pursuant to the asset purchase agreement dated November 9, 2021, the Company acquired certain intellectual property rights of C2 Wellness Corp. In exchanges for the assets acquired, the Company issued 24,000,000shares of common stock valued at $0.50per share. The intellectual property rights acquired are recorded as intangible assets as of December 31, 2021 for $12,000,000.

On December 21, 2021, the company issued 520,000shares of stock in exchange for $130,000of cash consideration.

On February 8, 2022, the company issued 333,333shares to an investor for an investment of $50,000(at a price of $0.15per share).

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

On April 5, 2022, the company issued 384,615shares to an investor for an investment of $50,000(at a price of $0.13per share).

On April 29, 2022, the Company issued 1,500,000shares for services under a consultancy agreement at $0.214per share, or $321,000.

On May 2, 2022, the Company issued 280,000shares to an investor relating to a subscription agreement for an investment of £100,000 Sterling (or $136,721) at $0.50per share, or $140,000.

On May 4, 2022, we issued 2,250,000shares of our common stock to our director, Mr. Michael Hunter Land, pursuant to his employment agreement dated October 18, 2021, and board decision to award him shares for his performance.

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

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

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

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

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

June 13, 2023, we issued 10,088,100shares 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 9,000,000shares 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 29,015,993shares of ABTI stock (24,000,000shares originally issued and 5,015,996shares additionally issued) and sold all assets related to the acquisition, resulting in a write-off of $12,000,000in intangibles.

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ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

On October 16, 2023, the Company issued 587,499,996shares 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 17,131,001shares in exchange for services provided for the company for the period ended June 30, 2024, valued at $61,672at the date of issuance.

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

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

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

On May 9, 2024, the Company issued a total of 5,000,000shares 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 $0.0037US dollars

On May 9, 2024, the Company issued a total of 5,000,000shares 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 $0.0037US dollars

On May 9, 2024, the Company issued a total of 5,000,000shares 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 $0.0037US dollars

On May 9, 2024, the Company issued a total of 5,000,000shares 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 $0.0037US dollars.

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 1,467,475,449and 1,382,662,952shares of common stock issued and outstanding as of June 30, 2024 and March 31, 2024, respectively. There are noshares of preferred stock issued and outstanding as of June 30, 2024 and March 31, 2024. The Company had 807,047,948shares of common stock issued and outstanding as of June 30, 2023 and 807,047,948shares 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.

NOTE 8 - NOTES PAYABLE

On September 21, 2021, the Company entered into a convertible note agreement with an outside party for $171,863. The convertible note agreement was for 90 days, with an interest fee of $13,680. The conversion option would be at 90 days, with share conversion at .50 cents, with an issuance of 340,000 shares, valued at $428,400 at the date of the loan.Additionally, there was a share bonus issued of 136,000shares, valued at $171,000as of the date of the loan. The note was converted for stock on June 13, 2023 for 476,000shares.

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ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

Conversion of the debt is at a discount rate of 60%of the published share price, with a valuation floor of $1.37per share.

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

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

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

NOTE 9 - RELATED PARTY TRANSACTIONS

Alterola neither owns nor leases any real or personal property. An officer has provided office space as an arms 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 $6,144. 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.

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 Phyto. 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."

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ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

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, 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 fourth quarter of 2024, following the receipt of the required approval by CBRG's and the Company's shareholders and the fulfillment of other customary closing conditions.

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.

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ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

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.

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ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

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.

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.

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ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

2024 Financing

On June 26, 2024, certain investors (the "Financing Investors") and the Company entered into that certain Securities Purchase Agreement pursuant to which, among other things, the Financing Investors agreed to purchase (i) certain promissory notes of the Company in the original principal amount of $4,413,650.40, (ii) certain warrants to acquire Company Common Shares, and (iii) warrants to acquire Company Series A Preferred Shares.

Loan Agreement

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.

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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 affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

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.

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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.

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.

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

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.

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 $447,373 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 $289,058 in consulting fees, $79,930 in accounting and audit fees and $43,663 in salaries and wages. 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.

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.

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We recorded a net loss of $419,298 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 $11,966 in current assets, consisting mostly of cash in bank and inventories, and current liabilities of $1,507,635. We had a working capital deficit of $1,495,669 as of June 30, 2024, compared with a working capital deficit of $1,329,601 as of March 31, 2024.

We had cash provided by operating activities of $55,562 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 positive operating cash flow the three months ended June 30, 2024 was mainly the result of a stock issued for services and release of accruals, offset by net loss and changes in operating assets and liabilities. 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 $6,144 for the three months ended June 30, 2024, as a result of related party notes. 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 $1,495,669 as of June 30, 2024, and have incurred losses since inception of $12,835,373. 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.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of 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, 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 10, 2023, 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.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

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.

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Consideration

Representations and Warranties; Covenants

Conditions to Each Party's Obligations

Termination

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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

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.

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Secured Loan

The form of the Secured Promissory Note is filed with this Quarterly Report 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 this Quarterly Report 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 this Quarterly Report 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.

Item 6. Exhibits

Exhibit Number	Description of Exhibit
2.1 **	Business Combination Agreement, dated July 22, 2024
4.1**	Secured Promissory Note, dated June 26, 2024
4.2**	Form of Bridge Financing Note, dated June 26, 2024
4.3**	Form of Promissory Note in 2024 Financing
4.4**	Form of Common Stock Purchase Warrant in 2024 Financing
4.5**	Form of Series A Preferred Stock Purchase Warrant in 2024 Financing
4.6**	Form of Series B Preferred Stock Purchase Warrant in 2024 Financing
10.1**	Form of Company Shareholder Transaction Support Agreement
10.2**	Form of Investor Rights Agreement
10.3**	Securities Purchase Agreement in 2024 Financing
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:	August 15, 2024

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

Date:

August 15, 2024

By: /s/ Timothy Rogers

Timothy Rogers

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

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Alterola Biotech Inc.

Quarterly Report for Quarter Ending June 30, 2024 (Form 10-Q)

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