8-K
International Land Alliance Inc. (ILAL)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,DC 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of the
SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 2021.
INTERNATIONALLAND ALLIANCE, INC.
(Exactname of Registrant as specified in its Charter)
| WYOMING | 000-56111 | 46-3752361 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> No.) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
350 10^th^ Av., Suite 1000, San Diego, CA 92101
(Address of principal executive offices)
(877) 661-4811
(Registrant’s Telephone Number)
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| [ ] | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| [ ] | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| Title<br> of each class | Trading<br> symbol(s) | Name<br> of each exchange on which registered |
| --- | --- | --- |
| Common<br> Stock | ILAL | OTC:QB |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [X]
In this Current Report on Form 8-K, “Company,” “our company,” “us,” “ILAL,” and “our” refer to International Land Alliance, Inc., unless the context requires otherwise.
FORWARD-LOOKINGSTATEMENTS
Our disclosure and analysis in this Current Report on Form 8-K contains some forward-looking statements. Certain of the matters discussed concerning our operations, cash flows, financial position, economic performance and financial condition, and the effect of economic conditions include forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, including projections of orders, sales, operating margins, earnings, cash flow, research and development costs, working capital, capital expenditures and other projections, they are subject to several risks and uncertainties.
Investors are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements.
As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections may be better or worse than projected. Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events. You are advised, however, to consult any additional disclosures we make in our reports on Form 10-K, Form 10-Q, Form 8-K, or their successors.
Item1.01 Entry into a Material Definitive Agreement.
On March 29, 2021, the Company executed a Letter of Intent (the “LOI”) to acquire two parcels of land in Rosarito Beach, Baja California, Mexico, with total surface area of roughly 32 acres valued at approximately $6 million. The all-stock transaction includes plans and permits for an existing 450-homesite project situated on the Pacific Ocean, with existing sales averaging $50,000 per residential lot. The LOI includes the accounts receivable for lots sold and the remaining unsold lots. The closing is subject to standard conditions including, completion of due diligence by both parties and the negotiation and execution of mutually acceptable definitive documents. The Agreement merely represents the present understanding with respect to the intended acquisition transaction and is not binding upon the parties.
The foregoing description of the Non-Binding Term Sheet does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.
Item7.01 Regulation FD Disclosure
On March 30, 2021, the Company issued a press release announcing the execution of Letter of Intent to acquire land and permits to build 450 homes in Rosarita Beach, Baha California, Mexico. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.
The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing of Basic’s under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press Release issued March 30, 2021 |
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 hereunto duly authorized.
| INTERNATIONAL<br> LAND ALLIANCE, INC. | ||
|---|---|---|
| Date:<br> April 5, 2021 | By: | /s/ Roberto Valdes |
| Roberto<br> Valdes<br><br> <br>Chief<br> Executive Officer |
Exhibit99.1
InternationalLand Alliance Signs Letter of Intent to Acquire Land and Permits for 450 Homesites
SANDIEGO, CALIFORNIA, MARCH 30, 2021 —International Land Alliance, Inc. (OTCQB: ILAL), (“ILA” or the “Company”), an international land investment and development firm, has signed a Letter of Intent (the “LOI”) to acquire two parcels of land in Rosarito Beach, Baja California, Mexico, with total surface area of roughly 32 acres valued at approximately $6 million. The all-stock transaction includes plans and permits for an existing 450-homesite project situated on the Pacific Ocean, with existing sales averaging $50,000 per residential lot. The LOI includes the accounts receivable for lots sold and the remaining unsold lots.
“This oceanfront project is a great compliment to our current product offering in the Tijuana – Ensenada corridor, a region which continues to lend well to our development model,” said Roberto Valdes, Chairman & Chief Executive Officer of ILA. “Having a dedicated management team to oversee the existing project, which already has established permits and sales, will allow us to seamlessly integrate the development into our portfolio. The acquisition also provides ILA with expanded sales and marketing resources, which we expect to benefit existing home sales at our neighboring Valle Divino and Plaza Bajamar properties. We look forward to working with our new partner to advance this exciting residential project by leveraging ILA’s proptech applications and construction services.”
The Company expects to complete due diligence and close this transaction 45 to 60 days. Further details on the transaction will be announced at closing.
For more information on International Land Alliance, please visit the Company’s recently launched investor relations section of its website at https://ir.ila.company/.
AboutInternational Land Alliance, Inc.:
International Land Alliance, Inc. (OTCQB:ILAL) is an international land investment and development firm based in San Diego, California. As its’ core mission, the Company has embraced technology for sustainable and socially responsible solutions, in addition to using proptech and construction tech advanced applications to meet these goals. The Company is focused on acquiring attractive raw land primarily in Northern Baja California, often within driving distance from Southern California. The Company serves its shareholders by devoting considerable time and resources to seeking out the finest sites available and obtaining the necessary development permits to build a compelling portfolio of properties, which provide a diversity of investment and living options. Please visit: www.ila.company.
SafeHarbor Statement
The press release may include certain statements that are not descriptions of historical facts but are forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section21E of the Securities Exchange Act of 1934. These forward-looking statements may include the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking terminology such as “may,” “expects,” “believes,” “anticipates,” “intends,” “projects,” or similar terms, variations of such terms or the negative of such terms. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. Such information is based upon various assumptions made by, and expectations of, our management that were reasonable when made but may prove to be incorrect. All of such assumptions are inherently subject to significant economic and competitive uncertainties and contingencies beyond our control and upon assumptions with respect to the future business decisions which are subject to change. Accordingly, there can be no assurance that actual results will meet expectation and actual results may vary (perhaps materially) from certain of the results anticipated herein.
CONTACT:
Investor Relations:
Brooks Hamilton
Senior Vice President
MZ Group – MZ North America
(949) 546-6326
ILAL@mzgroup.us
www.mzgroup.us