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.
The business plan of the company is focused on activities involved in 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 the development of
ingredients and products with the aim of achieving 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.
The business plan of the company is for the company's operations to be
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;
• cannabinoid, cannabinoid-like and non-cannabinoid food-grade ingredients with
the aim of achieving European novel food approval of such ingredients;
• non-pharmaceutical (nutraceutical / dietary supplement) products containing
cannabinoids, cannabinoid-like and non-cannabinoid food-grade ingredients with
the aim of achieving European novel food approval of such products; and
• Supply of cosmetic ingredients to potential customers who may develop products
containing cannabinoids, cannabinoid-like and non-cannabinoid ingredients
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The controlled drugs / cannabinoid pharmaceutical market worldwide has
experienced exponential growth over the past few years in the development of
cannabinoid medicines. It is Alterola's intention to develop ingredients and
products on a global basis, fully compliant with the appropriate international
laws and regulations and also compliant with the relevant national laws and
regulations on a territory-by-territory basis.
In December 2020, the company retained new management and board members that
have experience in the finance, capital markets, pharmaceutical, botanical and
nutraceutical industries. Further to this objective, 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 with the company's expansion plans.
The company also has interest in licensing / acquiring other IP from companies
that have IP pertinent to the aforementioned products the company plans to
develop. Under consideration are companies that have existing pharmaceutical
research and/or development or manufacturing capability or associated IP.
Some of these companies have IP which is available to integrate into our company
strategy. These acquisition or in-licensing opportunities are expected to
facilitate the company to develop API and medicines globally and
food-grade ingredients and products for the food and beverage industry in
Acquisition of ABTI Pharma
On January 19, 2021, we entered into an Stock Transfer Agreement (the
"Agreement") with ABTI Pharma Limited, a company registered in England and Wales
("ABTI Pharma"), pursuant to which the Company will acquire all of the
outstanding shares of capital stock of ABTI Pharma from its shareholders in
exchange for 600,000,000 shares of the Company pro rata to the ABTI Pharma
On May 24, 2021, we and the shareholders of ABTI Pharma memorialized a new
closing date in an amendment to the Agreement (the "Amendment"). We have already
issued the 600,000,000 shares in anticipation of the closing and the transaction
closed on May 28, 2021, upon the filing of our December 31, 2020 quarterly
report on Form 10-Q with the Securities and Exchange Commission.
Pursuant to the Agreement, from the date of execution, the Company will provide
funding to ABTI Pharma to pay for operating expenses including salaries, office
expenses and additional expenses or projects in the amount of US$500,000 within
fifteen (15) days from closing the Agreement and shall fund an additional US
$200,000 every 30 days thereafter until a total funding of US $1,100,000 has
been delivered. The Company will receive $100,000 net funding in July and
expects a further $400,000 to be deposited week ending August 20, 2021. It was
previously noted that these funds will be available post the completion date,
but may exceed the 15 day deadline before this is available to the Company.
Further under the Agreement, Alterola will endeavor to raise a total of at least
$75,000,000 with $70,000,000 in net proceeds and Alterola will arrange an
underwriting commitment of the first ($25,000,000 USD) to be funded at a price
of not less than $1.00 per share within 45 days of execution of the closing of
the Agreement. The Company also expects that these funds will be available in
the month of September 2021, but may exceed the 45 day deadline before this is
available to the Company.
As part of the Agreement, Amsterdam Café Holdings Limited cancelled and returned
to us 200,000,000 shares it holds and we issued Bulls Run Investments Limited
19,100,000 shares of common stock. Another 2,000,000 shares were also issued for
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Operations of ABTI Pharma
ABTI Pharma Ltd is a UK-based pharmaceutical company developing cannabinoid,
cannabinoid-like, and non- cannabinoid pharmaceutical active pharmaceutical
ingredients (APIs), pharmaceutical medicines made from cannabinoid,
cannabinoid-like, and non-cannabinoid APIs and targeting European novel food
approval of cannabinoid-based, cannabinoid-like and non-cannabinoid ingredients
and products. In addition, the company is seeking to develop such bulk
ingredients for supply into the cosmetic sector.
ABTI Pharma Ltd is a UK-based pharma company working with cannabinoid and
cannabinoid like molecules. It has 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
2) Production of low cost of goods Active Pharmaceutical Ingredient (API) and
food-grade ingredients (supported by the strategic acquisition of Ferven Ltd),
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, is a company which has been acquired, which has generated
a number of molecules with patents pending, some of which have demonstrable
pharmacological activity, similar to that of CBD. This means that some of these
molecules are anticipated to have a similar market potential to CBD across a
range of therapeutic areas.
Ferven Ltd, is a company, which is looking to produce cannabinoids by
fermentation. The exclusively licensed organism has the potential to be
genetically modified to produce multiple cannabinoids at a 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
Nano4M Ltd is a company which has exclusively licensed its nano-formulation
patents and know-how to ABTI Pharma Ltd.
Additionally, in principle agreements have been reached to bring a number of
other IP-protected technologies into Alterola via the deal with ABTI Pharma.
ABTI Pharma management has extensive proven experience, know-how and connections
in the cannabinoid medicines sector, and is looking to utilize this knowledge
and experience for the development of such medicines from existing cannabinoids
and cannabinoid-like molecules.
Results of Operations for the Three Months Ended June 30, 2021 and 2020
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 $150,560 for the three months ended June 30,
2021, consisting mainly of research and development of $136,291.
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We expect that our operation expenses will increase significantly for the
balance of the fiscal year ended March 31, 2022. This would be the result of
increased research and development expenses associated with our product
candidates, the regulatory process of approval of those products, as well as the
expenses associated with our reporting obligations with the Securities and
We recorded a net loss of $150,560 for the three months ended June 30, 2021.
As a newly 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, 2021, we had $15,227 in current assets and currently liabilities
of $910,723. We had a working capital deficit of $895,496 as of June 30, 2021.
We had insignificant operating, investing or financing cash flows to report for
the three months ended June 30, 2021 and 2020.
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.
Subsequent to the reporting period, we received $100,000 in funding in July and
we entered into an equity line financing for up to $125,000,000. The terms of
this financing are set forth below in this quarterly report. The company is
hopeful that this financing may assist the company to raise the funds needed to
implement its business plan. The financing, however, is conditional on filing a
registration statement with the Securities and Exchange Commission and other
factors set forth in the definitive agreements. If we are unable to use the
equity line, or we are limited in the amounts of funds we are able to draw from
such line, we may not realize the funds necessary to implement our business plan
exclusively from this equity line financing.
Off Balance Sheet Arrangements
As of June 30, 2021, we had no off balance sheet arrangements.
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 $895,496 and have incurred losses since inception of $1,649,936. 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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