NATURE OF BUSINESS, LIQUIDITY GOING CONCERN

6 Months Ended

Sep. 30, 2024

NATURE OF BUSINESS, LIQUIDITY GOING CONCERN

NATURE OF BUSINESS, LIQUIDITY & GOING CONCERN

NOTE 1 – NATURE OF BUSINESS, LIQUIDITY & GOING CONCERN

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

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

On January 19, 2021, the Company entered into a Stock Purchase Agreement (the “Agreement”) with ABTI Pharma Limited, a company registered in England and Wales (“ABTI Pharma”), pursuant to which the Company agreed to acquire all of the outstanding shares of capital stock of ABTI Pharma from its shareholders in exchange for 600,000,000 shares of the Company pro rata to the ABTI Pharma shareholders. The shares were issued on January 29, 2021 in anticipation of the closing and the parties to the transaction agreed in a March 24, 2021 amendment to close upon the ABTI Pharma Limited Shares being transferred to the Company, which was to occur upon the filing by the Company of its outstanding September 30, 2020 quarterly report on Form 10-Q, which was filed on May 28, 2021 with the Securities and Exchange Commission. The transaction closed on May 28, 2021.

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

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

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

· Novel cannabinoid molecules and their associated intellectual property;

· Novel cannabinoid pro-drugs, and their associated intellectual property;

· Novel proprietary cannabinoid formulations, designed to target lymphatic delivery, and their associated intellectual property;

· Novel proprietary nano-encapsulated cannabinoid formulations, in self-dissolving polymers, and their associated intellectual property; and

· Cannabinoids and cannabinoid pro-drug formulations for topical ocular delivery, and their associated intellectual property.

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

As of April 18, 2023, the Company acquired intellectual property from Alinova Biosciences Ltd. The Company acquired Alinova’s joint interest in the patent family of PTX 0001. The Company paid 35,000 Sterling in cash and 5,000,000 shares of ABTI Stock.

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

LIQUIDITY & GOING CONCERN

On September 30, 2024, the Company has negative working capital of $2,468,290 has incurred losses since inception of $13,673,734, and has not received revenues from sales of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

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