NOTE 4 – NOTES PAYABLE

Notes payable consisted of the following at June 30, 2018March 31, 2019 and September 30, 2017:2018:

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

JUNE 30, 2018MARCH 31, 2019

NOTE 4 – NOTES PAYABLE (CONTINUED)

The Convertible note iswas convertible at the option of the holder. The number of shares of common stock into which the convertible note willwas to be converted is determined by the Fair Market Price (“FMV”) of the common stock at the date of conversion. In the event there is no determinable market price the FMV shall be:

a) The share price at the last private offering of the common stock, or, b) the 30 day moving average of the Common Stock in the event a public listing of the common stock has taken place.

Interest expense was $9,848$249 and $13,875$9,250 for the nine monthsperiods ended June 30,March 31, 2019 and 2018, and 2017, respectively.

On March 28, 2018 the Company entered into agreements with its debt holders to forgive promissory notes and accrued interest of $ 282,178. As a result, the companyCompany has recognized a gain on forgiveness ofreclassified debt ofand interest payable to additional paid in equity for $ 282,178 in the financial statements for the nine monthsyear ended JuneSeptember 30, 2018. On December 31, 2018 the Company entered into agreements with a debt holder to forgive additional promissory notes and accrued interest of $21,559. As a result, the Company has reclassified debt and interest payable to additional paid in equity for $21,559 in the financial statements for the period ended December 31, 2018.

NOTE 5 – CAPITAL STOCK

The Company has 140,000,000 shares of $0.001 par value common stock authorized and 10,000,000 shares of $0.001 par value preferred stock authorized.

On April 10, 2017, a former director of the Company surrendered for voluntary cancellation, 37,000,000 shares of common stock with a deemed value of $ 37,000.

On April 10, 2017, a former director of10,2017, the Company surrendered for voluntary cancellation,issued 37,000,000 shares of common stock to its director for services with a deemed value of $ 37,000 in exchange for nutraceutical chewing gum business assets.

37,000.

On June 28, 2018 the company issued one million common shares for consulting services with a deemed value of $90,000. As the services are to be provided over a period from April 1, 2018 to January 31, 2019, the company has recorded $63,000 as prepaid stock based compensation.$90,000..

The Company has 115,980,000 and 114,980,000115,980,000 shares of common stock issued and outstanding as of June 30, 2018March 31, 2019 and September 30, 20172018 respectively. There are no shares of preferred stock issued and outstanding asoutstanding.

NOTE 6- INCOME TAX

Due to uncertainties surrounding the Company’s ability to generate future taxable income to realize these assets, a full valuation allowance has been established to offset the net deferred tax asset. The income tax effects of June 30, 2018the Tax Cuts and Jobs Act have been completed in accordance with FASB ASC 740.

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2019

NOTE 6 – INCOME TAXES (continued)

The provision for income tax consists of the following components at March 31, 2019 and 2018:

The following reconciles income taxes reported in the financial statements to taxes that would be obtained by applying regular tax rates to income before taxes:

The Company has loss carry forwards totaling $856,821 that may be offset against future federal income taxes. If not used, the carry forwards will expire between 2028 and 2039. The change in control may limit the amount of loss carryforward that may be utilized.

At March 31, 2019 and September 30, 2017.2018, the significant components of the deferred tax assets are summarized below:

The federal income tax returns of the Company for 2018 and 2017 are subject to examination by the IRS, generally for three years after they were filed.

NOTE 67 – RELATED PARTY TRANSACTIONS

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

During the nine monthsperiod ended June 30, 2018,March 31, 2019, the Company accrued director’s fees payable of $ 30,000.

$120,000.

ALTEROLA BIOTECH, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

JUNE 30, 2018MARCH 31, 2019

NOTE 78 – LIQUIDITY & GOING CONCERN

Alterola has negative working capital, has incurred losses since inception, 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. As of 3/31/2019, the Company had negative working capital of $126.008 and accumulated deficit of $804,575.

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 89 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company analyzed its operations subsequent to June 30, 2018March 31, 2019 to the date these financial statements were issued.

On July 20, 2020, the companyCompany appointed certain directors and officers of the Company.officers. As part of the appointment, each individual received issuance of 1,000,000 shares of common stock, respectfully.respectfully, valued at $10,000 per individual.

On September 4, 2020, the Company issued 6,000,000 shares of common stock to the newly appointed Chief Executive Officer and Director, as compensation for services to the Company.Company, valued at $60,000.

On September 18, 2020, the Company issued 200,000,000 shares of common stock to Amsterdam Café Holdings Ltd, at a price of $0.001 per share, for total proceeds of $200,000.

On December 2, 2020, the board of directors accepted the resignations of Irving Aronson as Chairman and Director, Peter Maddocks as CFO and Director, Oliver Aubrey as Chief Medical Officer and Director, Rene Lauritsen as COO and Director, and Larson Elmore as CEO. Dr. Daniel Reshef and Lalit Kumar will remain as Directors of the Board. Mr. Elmore will continue as Vice Chairman, Director and Secretary of our company.

Also on December 2, 2020, we have appointed the following officers and directors: Tim Rogers as the CEO and Director, and Director, Dominic Schiller as Director & IP Counsel, Seamus McAuley as Chief Commercial Officer and Director, Daniel Reshef as Vice Chairman Medical Director and Zohar Koren as Advisory Medical Director.

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 Business

The business plan will no longer be focused on a chewing gum delivery system but will re-focus its activities to 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, Alterola will development such bulk ingredients for supply into the cosmetic sector.

We are developingThe IP relating to the development of chewing gums for the delivery ofgum to deliver nutraceutical/functional ingredients for applications such as appetite suppressant, cholesterol suppressant, vitamin delivery, antioxidant delivery and motion sickness suppressant.suppressant is not relevant to a pharmaceutical business. These products / items will no longer be the focus of the business and will be removed from the business.

OurThe new business plan of the company is for the company’s operations to market nutraceutical/functional chewing gumbe expanded and repositioned as a fully, regulatory-compliant pharmaceutical company specializing in the development of the following:

• cannabinoid, cannabinoid-like and non-cannabinoid pharmaceutical active pharmaceutical ingredients (APIs) globally,

• pharmaceutical medicines made from cannabinoid, cannabinoid-like and non-cannabinoid APIs globally

• European novel food approval of cannabinoid-based, cannabinoid-like and non-cannabinoid ingredients

• European novel food approval of products containing cannabinoids, cannabinoid-like and non-cannabinoid ingredients.

• European approval of cosmetic products containing cannabinoids, cannabinoid-like and non-cannabinoid ingredients.

As part of its expansion strategy the company is also interested in recruiting key executives and personnel that have experience in the controlled drugs / cannabinoid medicines industry. The focus will be on recruiting outstanding talents that have contributed or can contribute more in the future medicinal chewing gum. We are researching new ways to use chewing gum as a delivery system, expanding on the kindswith our plan of applications chewing gum has been used for in the past. We initially expected to reveal functional chewing gum for new applications by the end of 2014, but we were not able to. We first need to raise additional capital to develop our chewing gum for the delivery of medicines.expansion.

Our mission is to improve the health and quality of life for millions of people all over the world who are unable to orThe company also has interest in licensing / acquiring other IP from companies that have difficulty with swallowing tablets. As much as 40% of the adult population and an even greater percentage of the adolescent population have difficulties swallowing pills, and we believe our solutions will greatly benefit them.

Presently, we are focused on nutrition and health chewing gum with natural based ingredients. The products below are currently under development and we are working to file patents to protect the ingredients in these products.

In order to implement our business plan, however, we will need to raise funds. We were able to secure loans to pay the legal and accounting fees needed to keep our reporting filings current with the SEC. We will need more funds to meet our timetable of introducing Nutraceutical/functional chewing gum. We expect to need capital of $500,000 to develop our product.

Corporate History

On April 10, 2017, we entered into an Agreement of Conveyance, Transfer and Assignment of Assets (the “Agreement”) with our prior officer and director, Rene Lauritsen. PursuantIP pertinent to the Agreement, we transferred all assets related to our nutraceutical chewing gum business to Mr. Lauritsen. In exchange for this assignment of assets, Mr. Lauritsen returned his 37,000,000 of our shares for cancellation.new pharmaceutical / food / cosmetic ingredient generation and product development strategy.

Prior to resigning, Mr Lauritsen appointed Micahel Freitag as our sole officer and director and we agreed to compensate him with 37,000,000 shares of our common stock for his first nine months of service.

As

Under consideration for our acquisition strategy are companies that have existing pharmaceutical research and/or development or manufacturing capability or associated IP. Some of April 10, 2017, we intendedthese companies have IP which is available to raise further capital, bring all public filings currentconsolidate into our company strategy. These acquisition or in-licensing opportunities have various contributions to facilitate the company to develop ingredients and set about a new business direction based around a novel therapyproducts for food and the intellectual property generated from our research and development activities on ethanol based intoxication.beverage industry in Europe.

Subsequently, on March 26, 2018, Mr. Freitag sold his control shares along with another shareholder, Krono Partners Limited, to London Pharma Holdings Limited for $200,000. This resultedThe controlled drugs / cannabinoid pharmaceutical market worldwide has experienced exponential growth over the past few years in a changethe development of control.products.

AlsoIt is Alterola’s intention to develop ingredients and products on March 26, 2018, Mr. Freitag resigned from his official positions as Directora global basis, fully compliant with the appropriate international laws and CEO ofregulations and also compliant with the Company,relevant national laws and regulations on the same day the shareholders of the Corporation voted Mr. Peter Maddocks as Director, and CEO.a territory-by-territory basis.

On June 21, 2018, we signed an escrow agreement with Mr. Lauritsen to serve as our Chief Operating Officer and to contribute the IP for the company’s chewing gum business. In that agreement, we have agreed to enter into an employment agreement with Mr. Lauritsen and to pay him a salary of $7,500 per month. For the IP, we have agreed to compensate Mr. Lauritsen with 1,000,000 shares of our common stock and cash of $75,000. Neither the employment agreement nor the IP transfer agreement have been executed as of the date of this report.

Results of Operations for the Three and NineSix Months Ended June 30,March 31, 2019 and 2018 and 2017

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

We incurred operating expenses of $62,458$39,364 for the three months ended June 30, 2018,March 31, 2019, compared with $1,140$1,255 for the three months ended June 30, 2017. March 31, 2018. We incurred operating expenses of $91,751 for the six months ended March 31, 2019, compared with $2,505 for the six months ended March 31, 2018.

Our operating expenses for the threesix months ended June 30, 2018March 31, 2019 mainly consisted of $30,000$60,000 in director fees $27,000and $36,000 in stock based compensation, $5,208 in legal fees and $250 in accounting and audit fees.compensation. Our operating expenses for the threesix months ended June 30, 2017March 31, 2018 consisted of $775$2,000 in amortization, $250legal fees and $500 in accounting and audit fees and $115 in general and administrative expenses.fees.

We incurred operating expensesrecorded other expense of $64,963$0 for the ninethree months ended June 30, 2018,March 31, 2019, as compared with $3,416 for the nine months ended June 30, 2017. Our operating expenses for the nine months ended June 30, 2018 consisted mainly of $30,000$4,625 in director fees, $27,000 in stock based compensation, $7,208 in legal fees and $750 in accounting and audit fees. Our operating expenses for the nine months ended June 30, 2017 consisted of $2,325 in amortization, $750 in accounting and audit fees and $341 in general and administrative expenses.

We incurred other expenses of $598, which consisted of interest expense for the three months ended June 30, 2018,March 31, 2018. We recorded other expense of $249 for the six months ended March 31, 2019, as compared to other expenses of $4,625, which consisted ofwith $9,250 in interest expense for the threesix months ended June 30, 2017.

We incurred other income of $272,330 for the nine months ended June 30, 2018, which consisted of a $282,178 gain on the forgiveness of debt, offset by $9,848 in interest expense, compared to other expenses of $13,875, which consisted of interest expense for the nine months ended June 30, 2017.March 31, 2018.

We recorded a net loss of $63,056$39,364 for the three months ended June 30, 2018,March 31, 2019, compared with a net loss of $5,765$5,880 for the three months ended June 30, 2017.

March 31, 2018. We recorded a net incomeloss of $207,367$92,000 for the ninesix months ended June 30, 2018,March 31, 2019, compared with a net loss of $17,291$11,755 for the ninesix months ended June 30, 2017.March 31, 2018.

Liquidity and Capital Resources

As of June 30, 2018,March 31, 2019, we had $77,742$14,742 in current assets and currentcurrently liabilities of $55,103.$140,750. We had a working capital deficit of $22,639$86,644 as of June 30, 2018.March 31, 2019.

Operating activities used $19,950 inwe had no operating, investing or financing cash flows to report for the ninethree and six months ended June 30, 2018, compared with $0 for the comparable period ended June 30, 2017. Our negative operating cash flow is mainly the result of our gain on the forgiveness of debt, offset mainly by our net income for the period.March 31, 2019 and 2018.

Financing activities provided $19,950 for the nine months ended June 30, 2018, compared with $0 for the period ended June 30, 2017. Our positive financing cash flow is the result of proceeds from notes payable.

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 increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Off Balance Sheet Arrangements

As of June 30, 2018,March 31, 2019, 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 incurred cumulative losses of $372,141$804,575 for the period July 21, 2008 (inception date) through June 30, 2018,March 31, 2019, expect to incur further losses in the development of our business and have been dependent on funding operations through the issuance of convertible debt and private sale of equity securities. These conditions raise substantial doubt about our ability to continue as a going concern. Management’s plans include continuing to finance operations through the private or public placement of debt and/or equity securities and the reduction of expenditures. However, no assurance can be given at this time as to whether we will be able to achieve these objectives. The financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

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

Item 4.     Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2018.March 31, 2019. 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, 2018,March 31, 2019, 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, 2018,March 31, 2019, 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 our 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 September 30, 2020:2021: (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, 2018March 31, 2019 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

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

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

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

On June 28, 2018,July 20, 2020, the companyCompany appointed certain directors and officers. As part of the appointment, each individual received issuance of 1,000,000 shares of common stock, respectfully.

On September 4, 2020, the Company issued one million (1,000,000)6,000,000 shares of common stock to the newly appointed Chief Executive Officer and Director, as compensation for services to the Company.

On September 18, 2020, the Company issued 200,000,000 shares of common stock to Amsterdam Café Holdings Ltd, at a price of $0.001 per share, for consulting services with a deemed valuetotal proceeds of $90,000. As the services are to be provided over a period from April 1, 2018 to January 31, 2019, the company has recorded $63,000 as prepaid stock based compensation.$200,000.

These securities were issued pursuant to Section 4(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.

Item 5.     Other Information

None

Item 6.      Exhibits

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.