ALTEROLA BIOTECH INC. - Quarter Report: 2010 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended June 30, 2010
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 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
|
N/A
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
228
Hamilton Avenue, 3rd Floor
Palo
Alto, California
|
94301
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number (including area code): +45-8842 9181
JEDEDIAH
RESOURCES CORP.
(Former
name, former address and former fiscal year, if changed since last
report)
Check
whether the issuer (1) 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 issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days x
Yes o No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted 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 and post such files). Yes o No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
Large accelerated filer
|
¨
|
Accelerated filer
|
¨
|
Non-accelerated
filer
|
¨ (Do
not check if a smaller reporting company)
|
Smaller reporting company
|
x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). x
Yes ¨ No
State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 13,273,000 common shares as of August
9, 2010.
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2
ALTEROLA
BIOTECH INC.
(formerly Jedediah Resources
Corp.)
(A
Development Stage Company)
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
June 30,
2010
(Stated
in US Dollars)
(Unaudited)
F-1
ALTEROLA
BIOTECH INC.
(formerly Jedediah Resources
Corp.)
(A
Development Stage Company)
INTERIM
CONSOLIDATED BALANCE SHEETS
(Stated
in US Dollars)
June 30,
|
September 30
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
ASSETS
|
||||||||
Current
asset
|
||||||||
Cash
|
$ | 27,025 | $ | 7,224 | ||||
Intellectual
property – Note 5
|
16,500 | - | ||||||
Total
assets
|
$ | 43,525 | $ | 7,224 | ||||
LIABILITIES
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable and accrued liabilities
|
$ | 4,878 | $ | 2,375 | ||||
Notes
payable – Note 6
|
30,000 | - | ||||||
Total
current liabilities
|
34,878 | 2,375 | ||||||
Total
liabilities
|
34,878 | 2,375 | ||||||
STOCKHOLDERS’
EQUITY
|
||||||||
Preferred
stock, $0.001 par value
|
||||||||
10,000,000
shares authorized, none outstanding
|
- | - | ||||||
Common
stock, $0.001 par value – Note 9
|
||||||||
140,000,000
shares authorized
|
||||||||
132,730,000
issued (September 30, 2009: 99,400,000 issued)
|
132,730 | 99,400 | ||||||
Additional
paid in capital
|
16,142 | 35,218 | ||||||
Deficit
accumulated during the development stage
|
(140,225 | ) | (129,769 | ) | ||||
Total
stockholders’ equity
|
8,647 | 4,849 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 43,525 | $ | 7,224 |
SEE
ACCOMPANYING NOTES
F-2
ALTEROLA
BIOTECH INC.
(formerly
Jedediah Resources Corp.)
(A
Development Stage Company)
INTERIM
CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated
in US Dollars)
(Unaudited)
Date of
|
||||||||||||||||||||
Inception
|
||||||||||||||||||||
Three Months Ended
|
Nine Months Ended
|
(July 21, 2008)
|
||||||||||||||||||
June 30,
|
June 30,
|
to June 30
|
||||||||||||||||||
2010
|
2009
|
2010
|
2009
|
2010
|
||||||||||||||||
Expenses
|
||||||||||||||||||||
General
and administrative
|
$ | 19,790 | $ | 6,015 | $ | 56,352 | $ | 55,937 | $ | 126,332 | ||||||||||
Management
fees – Note 8
|
- | 3,000 | 4,000 | 9,000 | 18,234 | |||||||||||||||
Stock-based
compensation
|
- | - | - | - | 26,000 | |||||||||||||||
Total
operating expenses
|
19,790- | 9,015 | 60,352 | 64,937 | 26,000 | |||||||||||||||
Other
expenses
|
||||||||||||||||||||
Interest
|
60 | - | 60 | - | 60 | |||||||||||||||
Total
other expenses
|
60 | - | 60 | - | 60 | |||||||||||||||
Loss
from continuing operations
|
(19,850 | ) | (9,015 | ) | (60,412 | ) | (64,937 | ) | (170,626 | ) | ||||||||||
Discontinued
operations
|
||||||||||||||||||||
Loss
from discontinued operations
|
- | (698 | ) | (2,290 | ) | (19,555 | ) | (21,845 | ) | |||||||||||
Net
loss
|
$ | (19,850 | ) | $ | (9,713 | ) | $ | (62,702 | ) | $ | (84,492 | ) | $ | 192,471 | ||||||
Basic
loss per share from continuing operations
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
Basic
loss per share from discontinued operations
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
Weighted
average number of shares outstanding - basic
|
132,730,000 | 99,400,000 | 120,887,473 | 99,121,739 |
SEE ACCOMPANYING NOTES
F-3
ALTEROLA
BIOTECH INC.
(formerly
Jedediah Resources Corp.)
(A
Development Stage Company)
INTERIM
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
for the
period from Inception (July 21, 2008) to June 30, 2010
(Stated
in US Dollars)
(Unaudited)
Deficit
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
During the
|
|||||||||||||||||||
Common Shares
|
Paid In
|
Exploration
|
||||||||||||||||||
Number
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
Capital
stock issued for cash – at $0.001
|
55,000,000 | $ | 55,000 | $ | - | $ | - | $ | 55,000 | |||||||||||
Capital
stock returned to treasury for cancellation on rescission of subscription
(Note 6)
|
(55,000,000 | ) | (55,000 | ) | - | - | (55,000 | ) | ||||||||||||
Capital
stock issued for cash – at $0.00095
|
55,000,000 | 55,000 | (2,754 | ) | - | 52,246 | ||||||||||||||
Stock-based
compensation for shares issued on discount (Note 6)
|
- | - | 26,000 | - | 26,000 | |||||||||||||||
Capital
stock issued for cash – at $0.00149
|
42,000,000 | 42,000 | 17,207 | - | 59,207 | |||||||||||||||
Less:
commission
|
- | - | (5,700 | ) | - | (5,700 | ) | |||||||||||||
Net
loss
|
- | - | - | (32,531 | ) | (32,531 | ) | |||||||||||||
Balance
September 30, 2008
|
97,000,000 | 97,000 | 34,753 | (32,531 | ) | 99,222 | ||||||||||||||
Capital
stock issued for cash – at $0.00119
|
2,400,000 | 2,400 | 465 | - | 2,865 | |||||||||||||||
Net
loss
|
- | - | - | (97,238 | ) | (97,238 | ) | |||||||||||||
Balance
September 30, 2009
|
99,400,000 | 99,400 | 35,218 | (129,769 | ) | 4,849 | ||||||||||||||
Capital
stock issued for cash – at $0.0015
|
33,330,000 | 33,330 | 16,670 | - | 50,000 | |||||||||||||||
Capital
stock returned to treasury for cancellation on sale of Subsidiary JRE
Exploration Ltd – (Note 7)
|
(55,000,000 | ) | (55,000 | ) | 2,754 | 52,246 | - | |||||||||||||
Capital
stock issued for intellectual property – (Note 5) – at
$0.0003
|
55,000,000 | 55,000 | (38,500 | ) | - | 16,500 | ||||||||||||||
Net
loss
|
- | - | - | (62,702 | ) | (62,702 | )) | |||||||||||||
Balance
June 30, 2010
|
132,730,000 | $ | 132,730 | $ | 16,142 | $ | (140,225 | ) | $ | 8,647 |
SEE
ACCOMPANYING NOTES
F-4
ALTEROLA
BIOTECH INC.
(formerly
Jedediah Resources Corp.)
(A
Development Stage Company)
INTERIM
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated
in US Dollars)
(Unaudited)
Date of
|
||||||||||||
Inception
|
||||||||||||
(July 21,
|
||||||||||||
Nine Months
|
Nine Months
|
2008)
|
||||||||||
Ended
|
Ended
|
to
|
|
|||||||||
June 30,
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June 30
|
June 30
|
|
|||||||||
2010
|
2009
|
2010
|
||||||||||
Cash
Flows used in Operating Activities
|
||||||||||||
Net
loss
|
$ | (62,702 | ) | $ | (84,492 | ) |
$
|
(192,471 | ) | |||
Discontinued
operations loss
|
2,290 | 19,555 | 21,845 | |||||||||
Net
loss from continuing operations
|
(60,412 | ) | (64,937 | ) | (170,626 | ) | ||||||
Adjustment
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
Stock-
based compensation
|
- | - | 26,000 | |||||||||
Change
in non-cash working capital items:
|
||||||||||||
Accounts
payable and accrued liabilities
|
2,443 | (4,293 | ) | 4,818 | ||||||||
Accrued
interest
|
60 | - | 60 | |||||||||
Net
cash used in operating activities
|
(57,909 | ) | (69,231 | ) | (139,748 | ) | ||||||
Cash
Flows provided by Financing Activities
|
||||||||||||
Capital
stock issued for cash
|
50,000 | 2,865 | 158,618 | |||||||||
Proceeds
from promissory note payable
|
30,000 | - | 30,000 | |||||||||
Net
cash provided by financing activities
|
80,000 | 2,865 | 188,618 | |||||||||
Cash
flows used by discontinued operations
|
(2,290 | ) | (19,555 | ) | (21,845 | ) | ||||||
Increase
(decrease) in cash during the period
|
19,801 | (85,921 | ) | 27,025 | ||||||||
Cash,
beginning of the period
|
7,224 | 103,584 | - | |||||||||
Cash,
end of the period
|
$ | 27,025 | $ | 17,663 |
$
|
27,025 | ||||||
Supplemental
disclosure of cash flow information:
|
||||||||||||
Cash
paid for:
|
||||||||||||
Interest
|
$ | - | $ | - |
$
|
- | ||||||
Income
taxes
|
$ | - | $ | - |
$
|
- | ||||||
Common
stock issued for intellectual property
|
$ | 16,500 | $ | - |
$
|
16,500 | ||||||
Common
stock cancelled on sale of subsidiary
|
$ | 52,246 | $ | - |
$
|
52,246 |
SEE
ACCOMPANYING NOTES
F-5
ALTEROLA
BIOTECH INC.
(formerly
Jedediah Resources Corp.)
(A
Development Stage Company)
NOTES TO
THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
June 30,
2010
(Stated
in US Dollars)
(Unaudited)
Note
1
|
Basis of
Presentation
|
|
While
the information presented in the accompanying June 30, 2010 interim
consolidated financial statements is unaudited, it includes all
adjustments which are, in the opinion of management, necessary to present
fairly the financial position, results of operations and cash flows for
the interim period presented in accordance with the accounting principles
generally accepted in the United States of America. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring
nature. These interim consolidated financial statements should
be read in conjunction with the Company’s September 30, 2009 audited
financial statements (notes thereto) included in the Company’s Annual
Report on Form 10-K.
|
|
Operating
results for the nine months ended June 30, 2010 are not necessarily
indicative of the results that can be expected for the year ending
September 30, 2010.
|
Note
2
|
Nature of Operations
and Ability to Continue as a Going
Concern
|
The
Company was incorporated in the state of Nevada, United States of America on
July 21, 2008. The Company was formed for the purpose of acquiring
exploration and development stage mineral properties. The Company’s
year-end is September 30.
On
October 1, 2008, the Company incorporated JRE Exploration Ltd, (“JRE”) a wholly
owned subsidiary in Canada for the purpose of holding its Canadian mineral
claims.
On May 3,
2010, the Company changed its focus to the development of intellectual property
and accordingly sold JRE to the former president. (Note - 7). In
keeping with the change of business focus, on July 9, 2010 the Company changed
its name to Alterola Biotech Inc.
Effective
July 9, 2010, the Board of Directors authorized a 10 for 1 forward stock split
on the issued common shares (“Forward Split”). The authorized number
of common shares was increased from 90,000,000 to 140,000,000 common shares with
a par value of $0.001. The number of authorized preferred shares
remained unchanged at 10,000,000 with a par value of $0.001. All
references in the accompanying financial statements to the number of common
shares have been restated to reflect the Forward Split. The Forward
Split will become effective upon the review and approval of the Financial
Industry Regulatory Authority.
These
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern, which assumes that the
Company will be able to meet its obligations and continue its operations for its
next twelve months. Realization values may be substantially different
from carrying values as shown and these financial statements do not give effect
to adjustments that would be necessary to the carrying values and classification
of assets and liabilities should the Company be unable to continue as a going
concern.
F-6
Note
2
|
Nature of Operations
and Ability to Continue as a Going Concern –
(cont’d)
|
At June
30, 2010, the Company has a negative working capital of $7,853, has yet to
achieve profitable operations, has accumulated losses of $140,225 since its
inception and expects to incur further losses in the development of its
business, all of which casts substantial doubt about the Company’s ability to
continue as a going concern.
The
Company’s ability to continue as a going concern is dependent upon its ability
to generate future profitable operations and/or to obtain the necessary
financing from shareholders or other sources to meet its obligations and repay
its liabilities arising from normal business operations when they come
due. Management has no formal plan in place to address this concern
but considers that the Company will be able to obtain additional funds by equity
financing and/or related party advances, however there is no assurance of
additional funding being available or on acceptable terms, if at
all.
Note
3
|
Summary of Significant
Accounting Policies
|
|
The
financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States of America
and are stated in US dollars. Because a precise determination
of many assets and liabilities is dependent upon future events, the
preparation of financial statements for a period necessarily involves the
use of estimates, which have been made using careful judgment. Actual
results may vary from these
estimates.
|
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles in the
United States have been condensed or omitted pursuant to such SEC rules and
regulations. The financial statements have, in management’s opinion,
been properly prepared within the framework of the significant accounting
policies consistent with year-end.
Principles of
Consolidation
These
consolidated financial statements include the results of the Company and JRE
Exploration Ltd., (“JRE”) a wholly owned subsidiary from incorporation on
October 1, 2008 until disposal on May 3, 2010. All significant
inter-company transactions and balances have been eliminated.
Long-Lived
Assets
|
The
Company has a significant investment in long-lived
property. Management reviews useful lives and obsolescence and
assesses commercial viability of these assets periodically, at least
annually. Based on these reviews, management estimates that the
undiscounted future cash flows expected to result from the use of these
assets exceeds the current carrying value of these assets. Any
adverse change in the estimate of these undiscounted future cash flows
could necessitate an impairment charge that would adversely affect
operating results.
|
F-7
Note
3 Summary of Significant
Accounting Policies (cont’d)
Long-Lived Assets
(cont’d)
|
Management
also estimates useful lives for estimates of assets’ commercial lives, and
the likelihood of technological obsolescence. Should the actual
useful life of a class of assets differ from the estimated useful life,
the Company would record an impairment
charge.
|
Newly Issued Accounting
Pronouncements
In
January 2010, the FASB issued guidance to amend the disclosure requirements
related to recurring and nonrecurring fair value measurements. The
guidance requires new disclosures on the transfers of assets and liabilities
between Level 1 (quoted prices in active market for identical assets or
liabilities) and Level 2 (significant other observable inputs) of the fair value
measurement hierarchy, including the reasons and the timing of the
transfers. Additionally, the guidance requires a roll forward of
activities on purchases, sales, issuance, and settlements of the assets and
liabilities measured using significant unobservable inputs (Level 3 fair value
measurements). The Company adopted this guidance on January 1,
2010. Other than requiring additional disclosures, adoption of this
new guidance had no effect on the financial position and results of operations
of the Company.
In June
2009 the FASB issued guidance on Accounting for Transfers of Financial
Assets. The objective in issuing this Statement is to improve the
relevance, representational faithfulness, and comparability of the information
that a reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor’s continuing involvement, if any,
in transferred financial assets.
|
In
June 2008, the FASB ratified authoritative guidance for determining
whether instruments granted in share-based payment transactions are
participating securities. The guidance addresses whether instruments
granted in share-based payment awards are participating securities prior
to vesting and, therefore, must be included in the earnings allocation in
calculating earnings per share under the two-class method. The guidance
requires that unvested share-based payment awards that contain
non-forfeitable rights to dividends or dividend-equivalents be treated as
participating securities in calculating earnings per share. The guidance
is effective for the Company on October 1, 2010, and shall be applied
retrospectively to all prior periods. The Company believes that
the guidance will not have a material impact on its financial position,
results of operations or cash
flows.
|
F-8
Note
3 Summary of Significant
Accounting Policies – (cont’d)
Newly Issued Accounting
Pronouncements – (cont’d)
In April
2010, the FASB issued ASU No. 2010-17, "Revenue Recognition - Milestone Method
(Topic 605): Milestone Method of Revenue Recognition" (codified within ASC 605 -
Revenue Recognition). ASU 2010-17 provides guidance on defining a milestone and
determining when it may be appropriate to apply the milestone method of revenue
recognition for research or development transactions. ASU 2010-17 is effective
for interim and annual periods beginning after June 15, 2010. The adoption of
ASU 2010-17 is not expected to have any material impact on our financial
position, results of operations or cash flows.
In March
2010, the FASB issued ASU No. 2010-11, "Derivatives and Hedging (Topic 815):
Scope Exception Related to Embedded Credit Derivatives" (codified within ASC 815
- Derivatives and Hedging). ASU 2010-11 improves disclosures originally required
under SFAS No. 161. ASU 2010-11 is effective for interim and annual periods
beginning after June 15, 2010. The adoption of ASU 2010-11 is not expected to
have any material impact on our financial position, results of operations or
cash flows.
Note
4
|
Financial
Instruments
|
Fair
value 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 fair value 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 fair
value of liabilities should include consideration of non-performance risk
including our own credit risk. In addition to defining fair value,
the disclosure requirements around fair value establishes a fair value 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
fair value are observable in the market. Each fair value measurement
is reported in one of the three levels which is determined by the lowest level
input that is significant to the fair value 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.
|
F-9
Note
4
|
Financial
Instruments – (cont’d)
|
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 fair values 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 fair value 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.
Note
5
|
Intellectual
Property
|
Pursuant
to an Assignment Agreement dated May 3, 2010 (the “Agreement”), the Company
acquired from the president of the Company a 100% undivided right in and to all
intellectual property relating to certain chewing gum compositions having
appetite suppressant activity. Consideration given for the
acquisition was 55,000,000 Common shares of the Company with a fair value of
$16,500.
Note
6
|
Note
Payable
|
The
Company issued a note payable in the amount of $30,000 dated June 25,
2010. The note is unsecured, bears interest at 12% per annum and
falls due on June 26, 2011. As at June 30, 2010, accrued interest
amounted to $60.
Note
7
|
Discontinued
Operations – Note 9
|
|
Pursuant
to an agreement dated May 3, 2010, the Company sold its wholly-owned
subsidiary, JRE Exploration Ltd., to the Company’s former
president. In consideration for the sale, the purchaser
returned 55,000,000 shares of Jedediah to the Company for cancellation,
and the Company forgave all amounts owed by JRE to the
Company.
|
F-10
Note
7
|
Discontinued
Operations – Note 9 –
(cont’d)
|
|
The
following table summarizes the identifiable assets and liabilities of JRE
that were disposed of and the consideration
received.
|
May
3,
|
||||
2010
|
||||
Identifiable
Assets and Liabilities
|
||||
Mineral
Property
|
$ | - | ||
Amount
owed to Jedediah Resources Corp
|
(21,843 | ) | ||
Net
liabilities of JRE
|
(21,843 | ) | ||
Consideration
Received
|
||||
Elimination
of consolidated losses of JRE
|
21,843 | |||
Gain/(Loss)
on Disposal
|
$ | - | ||
Receipt
and cancellation of 55,000,000 shares returned to treasury, recorded in
statement of equity.
|
$ | (52,246 | ) |
Note
8
|
Related Party
Transactions and Balances – Notes 5, 7 and
9
|
In
addition to those related party transactions disclosed elsewhere in the
financial statements the Company incurred the following
transactions:
During
the three and nine month periods ended June 30, 2010, the Company incurred $nil
and $4,000 respectively (2009 – $3,000 and $9,000) for management fees charged
by the former president of the Company.
Note
9
|
Capital Stock –
Notes 5 and 7
|
a) Authorized:
10,000,000
preferred shares with a par value of $0.001.
140,000,000
common shares with a par value of $0.001.
F-11
Note
9
|
Capital Stock – Notes 5 and 7 –
(cont’d)
|
|
b)
|
Issued:
|
On August
6, 2008, the Company issued 55,000,000 common shares to the Company’s president
at $0.001 per share for total proceeds of $55,000.
On
September 22, 2008, the incumbent president resigned as both an officer and
director and a new president and director was appointed. At the
request of the departing president, the Company’s board of directors rescinded
his share subscription for 55,000,000 common shares and repaid the subscription
proceeds of $55,000.
On
September 22, 2008, the Company issued 55,000,000 common shares to the Company’s
new president at $0.00095 (CDN$0.001) per share for total proceeds of $52,246
(CDN$55,000).
On
September 22, 2008, the Company issued 39,600,000 common shares at approximately
$0.00149 (CDN$0.0015) per share for total proceeds of $55,740 (CDN$59,400)
pursuant to a private placement. On September 30, 2008, the Company
issued 2,400,000 common shares at approximately $0.00149 (CDN$0.0015) per share
for total proceeds of $3,467 (CDN$3,600) pursuant to a private
placement.
The
Company paid a commission of $5,700 for net proceeds of $53,507 for these
private placements.
On
October 29, 2008, the Company issued 2,400,000 common shares at approximately
$0.00119 (CDN$0.015) per share for total proceeds of $2,865 (CDN$3,600) pursuant
to a private placement.
On
January 5, 2010, pursuant to a share subscription agreement, the Company issued
33,330,000 Common Shares at $0.0015 for aggregate proceeds of
$50,000.
On May 3,
2010, pursuant to the Sale of JRE Exploration Ltd. (Note 7) the Company received
55,000,000 shares of its common stock from the former Company president with a
fair value of $52,246 for cancellation, as consideration for the sale of JRE,
our wholly owned subsidiary.
On May 3,
2010, pursuant to an assignment agreement for the acquisition of certain
intellectual property, (Note 5) the Company issued 55,000,000 Common shares with
a fair value of $16,500 to the president of the Company.
F-12
Note
10
|
Commitment
|
|
a)
|
On
October 6, 2008, the Company’s wholly owned subsidiary, JRE Exploration
Ltd (“JRE”) entered into a property option agreement whereby JRE was
granted an option to earn up to an 85% interest in a mineral claim (the
“Bragg” claim) consisting of 594.1 hectares located in the Omineca Mining
Division of British Columbia. It is located 78 miles north by
north-west of the central British Columbia city of Prince George,
approximately 25 miles south of the town of McKenzie and approximately 5
miles west of the hamlet of McLeod Lake. Access to the property is by way
of logging roads, extending north and west from McLeod Lake. The option
agreement is denominated in Canadian dollars. Consideration for
the option is cash payments totalling $8,623 (CDN$9,000) and aggregate
exploration expenditures of $179,864 (CDN$186,000) as
follows:
|
|
i)
|
Cash
payments as follows:
|
§ $1,850
(CDN$2,000) upon execution of the Option agreement (paid);
§ $1,866
(CDN$2,000) on or before October 31, 2009 (paid by way of promissory note
which was paid in full on January 5, 2010);
§ $4,908
(CDN$5,000) on or before October 31, 2010.
|
ii)
|
Exploration
expenditures of $12,804 (CDN$15,000) on or before October 31, 2009,
$24,787 (CDN$28,000) in aggregate on or before October 31, 2010; $179,864
(CDN$186,000) in aggregate on or before October 31,
2011.
|
Upon
earning its 85% interest in the option, the Company shall enter into a joint
venture agreement to develop and operate the property.
As at
March 31, 2010, the Company had incurred, via the operator, exploration
expenditures aggregating $16,157 (CDN$19,207).
The
property option agreement was stated in Canadian dollars. The US
dollar equivalent is converted using the foreign exchange rate as at March 31,
2010 for all future commitments.
On May 3,
2010, the Company sold JRE to the Company’s former president and all commitments
associated with the mineral property were assumed by the
acquirer.
Note
11
|
Subsequent
Event
|
Subsequent
to the period end, the Company issued a Convertible Promissory Note in the
amount of $50,000. The note is unsecured bears interest at 12% and
falls due on July 24, 2011. The note can be converted into common
shares of the Company at fair market value being the 30 day average of the
common stock prior to conversion.
F-13
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
as amended and Section 21E of the Securities Exchange Act of 1934
as amended. 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. Readers of this
Quarterly Report are strongly encouraged to review the risk factors relating to
the Company which are set forth in the Company’s Registration Statement on Form
S-1 filed on December 12, 2008 with the Securities and Exchange
Commission.
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
Alterola
Biotech Inc.
Alterola
Biotech Inc. (“Alterola”, the “Company”, “we”, “us” or “our”) was incorporated
in the State of Nevada on July 21, 2008 under the name “Jedediah Resources
Corp.” We are a development stage company. On May 3, 2010,
we entered into an Intellectual Property Assignment Agreement (“IP Agreement”)
with Mr. Soren Nielsen, our sole officer and director (“Nielsen”), pursuant to
which Nielsen transferred his right, title and interest in all intellectual
property relating to certain chewing gum compositions having appetite
suppressant activity (“Intellectual Property” or “IP”) to the Company in
consideration for the issuance of 55,000,000 newly issued shares of common stock
of the Company (“Common Stock”). Following the acquisition of the IP
we changed our business direction and are now pursuing the development of a
chewing gum with Nutraceutical delivery properties.
Prior to
May 3, 2010, we were in the business of mineral exploration. On May
3, 2010, the Company entered into each of the Stock Purchase Agreement (“Stock
Purchase Agreement”) and General Release and Settlement Agreement (“Release and
Settlement”) with Ola S. Juvkam-Wold (“Juvkam-Wold”), who was then Chief
Executive Officer, President and a director of the
Company. Pursuant to the Stock Purchase Agreement, Juvkam-Wold agreed
to transfer all 55,000,000 shares of Common Stock owned by him to the Company in
consideration for all the issued and outstanding stock of the Company’s wholly
owned subsidiary, JRE Exploration Ltd. (“JRE”), and the cancellation of all debt
owed by JRE to the Company. Pursuant to the Release and Settlement,
Juvkam-Wold released the Company from any and all claims Juvkam-Wold may have
against the Company or its affiliates. The operations of JRE include
the Property Option Agreement. The sale of all issued and outstanding
stock of JRE was approved by the Board. Simultaneously with the
consummation of the Stock Purchase Agreement Juvkam-Wold resigned from his
positions as Chief Executive Officer of the Company and as a member of the
Board.
Overview
and Plan of Operation
Alterola
owns IP in the field of Medicament-containing chewing gums for the treatment of
obesity and eating disorders and is in the process of drafting and filing
patents to protect the IP initially in Europe and the United States as well as
other jurisdictions in the future as the business expands. Mr. Soren
Nielsen is our President, CEO, Treasurer, and sole director.
3
Our
business plan is to establish partnerships with Laboratory testing outsourcing
partners (LTO’s) to create and develop Nutraceutical patents and concepts based
on expert knowledge of active ingredients, and chewing gum with a taste and
texture on par with traditional confectionery products. The concept areas which
Alterola will focus upon in the primary stage are gum products where the
ingredients are already FDA approved which we expect will minimize FDA approval
and time to market of the Alterola gum products. Alterola is focusing on seven
new product developments which are in the areas of:
|
1.
|
Treatment
of mild depression
|
|
2.
|
Immune
defense
|
|
3.
|
Pick
me up gum/Energy boost
|
|
4.
|
Motion
sickness treatment
|
|
5.
|
Vitamins
C delivery
|
|
6.
|
Vitamin
B12 delivery
|
|
7.
|
Vitamin
D delivery
|
Alterola
is currently in discussion with a number of LTO’s as potential partners for the
development of the above listed product areas. Alterola has identified the
active ingredients for each product area and the LTO’s will measure the amounts
of ingredients required and test the timing of release of the active
ingredients. They will also test the taste and shelf life of the products. We
intend to select the LTO based upon their pricing, availability and timing and
we plan to select the preferred LTO in the next 45 days.
The gum
will be branded under the brands DR GUM and HERBAGUM, Alterola expects to have
the first products available for the consumer in 2011 for North America, Europe
and Asia. There may also be an opportunity to ‘white label’ the gum
products and allow the major gum companies to sell generic versions of the
products under their own brands.
To take
the products to market Alterola will need to complete a three phase process
including product development, product production and product
distribution.
Phase
One (Product Development)
In this
phase we will work with LTO’s to develop products and we expect it will take
approximately 6-9 months to complete lab testing and get to the production
stage.
We have
identified the active ingredients for those products we intend to develop
initially and we are in negotiations with LTO’s and expect to select our
preferred LTO in the next 45 days. To complete phase 1 we will need a
finished product from the LTO which is fully tested by their labs. We
expect this will take 6-9 months and we are awaiting pricing terms from the
various LTO’s we have met with. We believe the major hurdle to completing
product development is our ability to raise funds. We believe that
the cost to bring each product through the LTO development stage is
approximately $25,000 so for the seven identified product lines we would need
approximately $175,000 to complete phase 1. However we can stagger
the initiation of each product line so the development costs are spread over a
longer period of time. We anticipate raising such capital through the private
placement of our equity securities. However, there is no assurance
that we will be able to raise sufficient capital on favorable terms, or at
all. If we consummate private placements our equity securities, our
warrant and stock holders would experience dilution.
Phase
Two (Product Production)
To take
the products to production our board will consult with nutritionists and other
industry professionals to determine the best methodology to bring the product to
market. Alterola is in discussion with possible Nutraceutical manufacturers and
will select production partners who would be able to manufacture our gum
products for the market in commercial volumes. We anticipate that we
would initially produce 500,000 gum packs each containing 10 pieces of gum and
we will need approximately $150,000 to produce 500,000 gum packs.
4
As of the
date of this report, there have been discussions with several manufacturers who
we believe can produce the products at commercial levels and we are confident
there are a number of suitable partners for manufacture of our intended gum
products. Until we have signed with the LTO and have tested products, there is
no value in signing the production agreements as this will put an undue
financial burden on the Company before we are ready for the manufacturing stage.
We believe one of the hurdles to realizing our business plan is being a small
Company amongst the major gum producers, manufacturers may consider our products
as competitive, which may limit our ability to work with those manufacturers
that have experience in this area but already have pre-existing relationships
with the major gum producers and manufacturers. However, we believe
our niche positioning and willingness to ‘white label’ products should minimize
this risk. We believe our membership with the gum association will
help validate our entry to market and facilitate in the creation of joint
ventures with the major producers these joint ventures could help to speed up
our products entry to market. Funding production will require a significant
investment of funds which we do not currently have. We anticipate raising
capital through equity financings but there are no assurances we will be
successful in raising sufficient capital to finance our business
plan.
Phase
Three (Distribution)
Alterola
Biotech is in discussion with distributors for the gum products mentioned above,
the distributors have annual sales of 120 million USD, selling to both the
online- and retail markets. Alterola expects to have an agreement in place with
the distributors, when the products are ready for production.
We have
identified 12 online distributors worldwide with specific access to sales
channels in the areas of health foods, well being products and alternative
remedies which we believe is the right route to market for our initial 7 product
areas.; 2 offline distributors in US with access to direct marketing and retail
distribution and 1 in Scandinavia who distributes over $10 billion of products
annually in the Nordic markets. We are continuing to research further
distribution partners to ensure the Company has the best routes to market upon
completion of our commercial-ready products. We can sign with distributors as
soon as we have manufacturing agreements in place and the major hurdle is
ensuring the distributors believe in the product and want to work with the
Company in marketing the product. The Company itself does not pay directly for
the distribution cost as the distributor purchases the gum products from the
Company. There is however a commitment from the Company to the distributor that
the Company will invest into the sales and marketing of the products. The
industry standard is that the Company should spend 10% of the cost to the
distributor on sales and marketing. We believe the cost to the distributor would
be $2.50 per product therefore the Company would commit to spending $0.25 per
product on sales and marketing and based upon an initial order of 500,000 units
the sales and marketing cost to the Company would be $125,000; however, these
costs will be taken from the payment made by the distributor. In addition to
these cost the Company will need to implement an I.T. tracking system the fixed
annual cost of which is approximately $20,000. We expect that once we have
reached the point of commercial distribution the distribution process will be
self funding; however, we expect additional capital will be needed to secure the
initial order, set up the I.T. system and increased sales and marketing for the
initial product launch. We intend to raise additional capital to
complete the distribution of our products and we anticipate that we will need
$200,000for this phase. We may not be able to raise sufficient
capital on favorable terms or at all.
During
the next 12 months Alterola intends to partner up with 2-3 LTO partners in
development of the IP and partner up with international and/or local
manufacturers of Nutraceuticals to produce the gum products. Finally, we intend
to find local and global distribution partners for online and local sales. With
the anticipated development of these partnerships, Alterola seeks to be able to
provide an end-to-end supply chain for our gum products as illustrated in the
below supply diagram:
5
To
achieve out business plan over the next 12 months Alterola will need to appoint
professional management and advisors to the Company’s board of directors and we
anticipate an organizational structure as below will be required:
At this
time we have insufficient funds to hire the professionals we require to execute
upon our business plan and we will require substantial additional funding in
order to undertake the commercialization of our products. In the next 12 months,
we anticipate spending approximately $500,000 on business expenses, including
fees payable in connection with complying with our SEC reporting obligations.
The risky nature of this enterprise and lack of tangible assets other than our
IP places debt financing beyond the credit-worthiness required by most banks or
typical investors of corporate debt until such time as an economically viable
commercial product can be demonstrated. The existence of commercially
exploitable IP is unknown at the present time and we will not be able to
ascertain such information until we have completed the development, production
and distribution of our gum products. We cannot provide investors with any
assurances on our ability to raise funding for the Company, however, we aim to
raise sufficient funding through equity financing and/or advances from related
parties to fund all of our anticipated expenses. We do not have any
arrangements in place for any future equity financing at this time.
6
Results
of Operations
We have
generated no revenue to date since inception and we do not anticipate earning
revenues until such time that we enter into commercial production of the
IP. We have recently begun the development stage of our business and
we can provide no assurance that we will be able to develop commercial gum
compositions. The ingredients Alterola expects to be developing will
have documented effect on the treatments in focus. When the products
have proven active composition we will enter into commercial
production.
We
incurred operating expenses from continuing operations in the amount of $19,850
for the three months ended June 30, 2010, compared with $9,015 for the same
period ended 2009. Our operating expenses for the three months ended June 30,
2010 increased from the same period largely as a result of the change in
business direction which significantly increased legal fees and the
concentration on the commercialization of our medicated gum IP. We would
anticipate that future operating expenses will continue to increase as a result
of commercializing the medicated gum IP. There will be significant investment
required to develop, produce and distribute the gum products.
We
incurred operating expenses from continuing operations in the amount of $60,412
for the nine months ended June 30, 2010, compared with $64,937 for the same
period ended 2009. Expenses incurred relating to discontinued
operations in the nine month period ended June 30, 2010 were $2,290 and $19,555
for the comparable period of the prior year.
The main
reasons for the change in expenses incurred from continuing operations for the
nine month period ended June 30, 2010 compared to the comparative nine month
period ended in 2009, was an increase in accounting and audit fees to $34,356
(2009- $27,137) a decrease in legal fees to $20,308 (2009 - $20,885) due to the
Company entering into a stable monthly legal services agreement rather than
paying per diem. Transfer and filing fees decreased to $1,385 (2009 -
$3,105). Consulting fees were reduced to $0 (2009 - $4,000) and
management fees decreased to $4,000 (2009 - $9,000) as a result of a change in
management and the board of directors in May 2010. Other expenses
incurred were relatively unchanged period to period. We would expect that legal,
accounting, consulting and management fees will increase in the future as a
result of working toward the commercialization of our gum products. We
anticipate adding new staff to our organization and working with consultants to
effectively execute our business plan.
We
incurred operating expenses from continuing operations of $170,626 and a loss
from discontinued mining operations of $21,845 in the period from July 21, 2008
(Date of Inception) through June 30, 2010. The expenses of
continuing operations consisted primarily of accounting and audit expenses of
$67,001, legal fees of $49,336; management fees of $18,234; consulting fees of
$4,000; transfer and filing fees of $4,790; stock based compensation of $26,000;
interest on notes payable of $60 and general office expenses of
$1,205.
We
recorded a net loss of $19,850 for the three months ended June 30, 2010,
compared with $9,713 for the same period ended 2009. We recorded a
net loss of $62,702 for the nine months ended June 30, 2010, compared with
$84,492 for the same period ended 2009. We recorded a net loss of
$192,471 for the period from July 21, 2008 (Date of Inception) until June 30,
2010. The changes in the net loss between the periods can be attributed to the
change of business direction and focus on the commercialization of our IP. The
focus on creating a commercial gum product will require significant future
investment and will likely result in further net losses during the development,
production and distribution phases.
Liquidity
and Capital Resources
As of
June 30, 2010, we had total current assets of $27,025. We had $34,878
in current liabilities as of June 30, 2010. Thus, we had a negative working
capital balance of $7,853 as of June 30, 2010.
At
September 30, 2009, our previous year end, we had current assets of $7,224,
current liabilities of $2,375 and thus we had a working capital balance of
$4,849 at September 30, 2009.
During
the nine month period ended June 30, 2010, the Company issued 33,330,000 shares
for a purchase price of $0.0015 for gross proceeds of $50,000.
The
Company has also raised $30,000 by way of a promissory note as at June 30, 2010,
and a further $50,000 by issuing a convertible promissory note subsequent to the
year end.
7
Our
assets changed during the period due to the disposal of our mining operations
and acquisition of the medicated gum IP. We anticipate filing for
patent protection of our IP and continuing the commercialization of the gum
products and we anticipate this will increase the value of our assets. Our
current cash reserve is not sufficient to continue operations for more than 6
months and we will need to raise additional capital to execute on our business
plan. We expect to raise additional capital to fund our operations until the
point at which we can commercialize our products and reach operating
profitability. In the short term, we will also rely on related party advances to
cover the cost of operations until we are able to consummate a private placement
of our equity securities, although no related parties are required to or have
presently agreed to advance such funds. There are no assurances that
we will be successful in closing a private placement or related party advances,
and this poses a significant risk to our continuing operations.
We have
not attained profitable operations and are dependent upon obtaining financing to
pursue significant IP development activities beyond those planned for the
current fiscal year.
Off
Balance Sheet Arrangements
As of
June 30, 2010, there were no off balance sheet arrangements.
Going
Concern
These
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern, which assumes that the
Company will be able to meet its obligations and continue its operations for its
next twelve months. Realization values may be substantially different
from carrying values as shown and these financial statements do not give effect
to adjustments that would be necessary to the carrying values and classification
of assets and liabilities should the Company be unable to continue as a going
concern. At June 30, 2010, the Company has negative working capital
of $7,853, has yet to achieve profitable operations, has accumulated losses of
$140,225 since its inception and expects to incur further losses in the
development of its business, all of which casts substantial doubt about the
Company’s ability to continue as a going concern.
The
Company’s ability to continue as a going concern is dependent upon its ability
to generate future profitable operations and/or to obtain the necessary
financing from shareholders or other sources to meet its obligations and repay
its liabilities arising from normal business operations when they become
due. Management has no formal plan in place to address this concern
but considers that the Company will be able to obtain additional funds by equity
financing and/or related party advances, however there is no assurance of
additional funding being available or on acceptable terms, if at
all.
8
A smaller
reporting company is not required to provide the information required by this
Item.
Evaluation
of Disclosure Controls and Procedures
As of the
end of the period covered by this Quarterly Report, the Company’s management,
with the participation of the Company’s Chief Executive Officer and Chief
Financial Officer (the “Certifying Officers”), conducted evaluations of the
Company’s disclosure controls and procedures. As defined under Sections
13a–15(e) and 15d–15(e) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), the term “disclosure controls and procedures” means controls
and other procedures of an issuer that are designed to ensure that information
required to be disclosed by the issuer in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the SEC’s rules and forms. Disclosure controls and
procedures include without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer’s management, including the Certifying Officers, to allow timely
decisions regarding required disclosures.
Based on
this evaluation, the Certifying Officers have concluded that the Company’s
disclosure controls and procedures were effective to ensure that material
information is recorded, processed, summarized and reported by management of the
Company on a timely basis in order to comply with the Company’s disclosure
obligations under the Exchange Act and the rules and regulations promulgated
thereunder.
Changes
in Internal Control over Financial Reporting
Further,
there were no changes in the Company’s internal control over financial reporting
during the Company’s third fiscal quarter of 2010 that materially affected, or
are reasonably likely to materially affect, the Company’s internal control over
financial reporting.
Limitations
on the Effectiveness of Internal Controls
Readers
are cautioned that our management does not expect that our disclosure controls
and procedures or our internal control over financial reporting will necessarily
prevent all fraud and material error. An internal control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. The design of any system of
controls also is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any control design will
succeed in achieving its stated goals under all potential future conditions.
Over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may
deteriorate.
9
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.
A smaller
reporting company is not required to provide the information required by this
Item.
Incorporated
by reference to the Company’s Current Reports on Form 8-K.
None
On July
9, 2010, the holders of 88,330,000 shares representing 66.55% of the issued and
outstanding voting securities of the Company (the “Majority Securityholders”)
approved, in each case by written consent, the following amendments to the
Company’s Certificate of Incorporation.
Change
in Name
The
Majority Securityholders approved a change to the Company’s name from
“Jedediah Resources Corp.” to “Alterola Biotech Inc.”
Increase
in Authorized Shares
The
Majority Securityholders approved an increase of the Company’s authorized
Common Stock, from 90,000,000 shares of Common Stock to 140,000,000 shares of
Common Stock. The number of shares of authorized capital stock set
forth in the Company’s amended and restated certificate of incorporation is
necessary for the Company to have sufficient additional authorized stock for
financing the Company’s business, for acquiring other businesses, for forming
strategic partnerships and alliances and for stock dividends and stock
splits. The number of shares of preferred stock remains unchanged at
10,000,000.
Forward
Split
The
Majority Securityholders approved a 10 for 1 forward split of the outstanding
Common Stock (“Forward Split”), which may improve the price level of the Common
Stock by lowering its per share price, which could help generate interest in the
Company among investors and facilitate other business
opportunities. Although the Forward Split will become effective upon
the review and approval of the Financial Industry Regulatory Authority, all
references in Part II of this report to the number of shares of Common Stock
have been restated to reflect the Forward Split.
Effective
May 3, 2010, Mads Munch resigned as the Company’s Secretary.
10
Exhibit
Number
|
Description
of Exhibit
|
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
|
11
SIGNATURES
In
accordance with the requirements of the Securities and 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.
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Date:
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August
16, 2010
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By: /s/
Soren Nielsen
Soren
Nielsen
Title: Chief
Executive Officer, Chief Financial Officer and
Director
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