International Land Alliance Inc 10-Q for FY2025 Q3
International Land Alliance Inc. (ILAL)
About this 10-Q
International Land Alliance Inc filed this 10-Q on November 19, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $554.55K
- down 57.4% from $1.3M a year earlier
- Net loss
- $2.2M
- compared with a net loss of $251.6K a year earlier
- Diluted EPS
- -$0.02
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
For the transition period from to
Commission
file number:
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Indicate
by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files).
Indicate by check mark whether the registrant is a large-accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large-accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large-accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 19, 2025, the registrant had shares of common stock, $ par value per share, outstanding.
TABLE OF CONTENTS
| 2 |
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
INTERNATIONAL LAND ALLIANCE, INC.
CONSOLIDATED BALANCE SHEETS
| September 30, 2025 (unaudited) | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Land | ||||||||
| Buildings, net | ||||||||
| Furniture and equipment, net | ||||||||
| Other non-current assets | ||||||||
| Goodwill | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accounts payable and accrued liabilities related parties | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Accrued interest | ||||||||
| Contract liability | ||||||||
| Deposits | ||||||||
| Derivative liability | ||||||||
| Convertible notes, net of debt discounts | ||||||||
| Promissory notes, net of debt discounts | ||||||||
| Promissory notes, net discounts – Related Parties | ||||||||
| Promissory notes, net discounts | ||||||||
| Other loans | ||||||||
| Total current liabilities | ||||||||
| Convertible notes, net of current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 10) | ||||||||
| Preferred Stock Series B (Temporary Equity) | ||||||||
| Preferred Stock Series C (Temporary Equity) | ||||||||
| Total Temporary Equity | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred stock; $ par value; shares authorized; and Series A shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively | ||||||||
| Series B shares issued and outstanding as of September 30, 2025, and December 31, 2024 | ||||||||
| and Series C shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively | ||||||||
| Series D shares issued and outstanding as of September 30, 2025, and December 31, 2024 | ||||||||
| Preferred stock value | ||||||||
| Common stock; $ par value; shares authorized; and shares issued and outstanding as of September 30, 2025, respectively, and and shares issued and outstanding as of December 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock ( shares as of September 30, 2025, and December 31, 2024) | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 3 |
INTERNATIONAL LAND ALLIANCE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| For the three months ended | For the nine months ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Net revenues and lease income | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Impairment loss | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ||||||||||||
| Other income (expense) | ||||||||||||||||
| Loss from debt extinguishment | ( | ) | ( | ) | ||||||||||||
| Change in fair value derivative liability | ( | ) | ( | ) | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Preferred stock dividends | ||||||||||||||||
| Net income (loss) applicable to common shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Income (loss) per common share - basic and diluted | $ | ) | $ | ) | $ | ) | $ | |||||||||
| Weighted average common shares outstanding - basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 4 |
INTERNATIONAL LAND ALLIANCE, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For the Three and Nine Months Ended September 30, 2025 and 2024
(unaudited)
Activity for the Three and Nine Months Ended September 30, 2025
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Stock | Capital | Deficit | Equity | |||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series D Preferred Stock | Common Stock | Treasury | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Stock | Capital | Deficit | Equity | |||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Common shares issued pursuant to promissory notes and consulting services | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | ( | ) | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Dividend on Series D Preferred | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividend on Series A Preferred | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for consulting services | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Common shares issued pursuant to inducement agreements | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for debt conversion | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common shares issued for conversion of Series C Preferred Stock | - | - | ( | ) | ( | ) | - | 4,428,571 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants Exercised Pursuant to Series C Preferred Stock | - | - | - | - | - | - | - | - | 1,240,000 | 1,240 | - | (1,240 | ) | - | - | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued for consulting services | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance,September 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||
| 5 |
Activity for the Three and Nine Months Ended September 30, 2024
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Stock | Capital | Payable | Deficit | Equity | ||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series D Preferred Stock | Common Stock | Treasury | Additional Paid-in | Common Stock | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Stock | Capital | Payable | Deficit | Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividend on Series C Preferred | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common shares issued for exercise of warrants | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common shares issued pursuant to promissory notes | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for consulting services | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued from debt conversion | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A Preferred shares issued for the conversion of related party debt | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividend on Series C Preferred | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common shares issued pursuant to inducement agreement | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend on Series A Preferred | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of derivative liability | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for consulting services | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividend on Series C Preferred | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for consulting services | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income (loss) | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 6 |
INTERNATIONAL LAND ALLIANCE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| September 30, 2025 | September 30, 2024 | |||||||
| For the nine months ended | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Stock based compensation | ||||||||
| Impairment loss | ||||||||
| Loss on acquisition of RCVD | ||||||||
| Fair value equity securities issued for services | ||||||||
| Penalty on convertible debt | ||||||||
| Loss on debt extinguishment | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of debt discount | ||||||||
| Excess Fair Value of derivative | ||||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts Receivable | ( | ) | ||||||
| Prepaid and other current assets | ( | ) | ( | ) | ||||
| Other non-current assets | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Accounts payable and accrued liabilities related parties | ( | ) | ( | ) | ||||
| Deferred revenue | ( | ) | ||||||
| Accrued interest | ||||||||
| Contract liability | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash Flows from Investing Activities | ||||||||
| Additional expenditures on land | ( | ) | ( | ) | ||||
| Building and Construction in Progress payments | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Series D Preferred Stock dividends paid | ( | ) | ||||||
| Series A Preferred Stock dividends paid | ( | ) | ( | ) | ||||
| Cash payments on promissory notes - related party | ( | ) | ||||||
| Cash payments on promissory notes | ( | ) | ||||||
| Cash payments on convertible notes | ( | ) | ( | ) | ||||
| Cash proceeds from convertible notes | ||||||||
| Cash proceeds other loans | ||||||||
| Cash proceeds from promissory notes | ||||||||
| Cash proceeds from promissory notes- related party | ||||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net decrease in Cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Non-Cash investing and financing transactions | ||||||||
| Dividend on Series A | $ | $ | ||||||
| Dividend on Series C | $ | $ | ||||||
| Dividend on Series D | $ | $ | ||||||
| Series A shares issued for the conversion of related party notes payable | $ | $ | ||||||
| Common shares issued with convertible debt | $ | $ | ||||||
| Settlement of derivative liability | $ | $ | ||||||
| Conversion of Series C Preferred Stock to Common Stock | $ | ( | ) | $ | ||||
| Cashless warrant exercise | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 7 |
INTERNATIONAL LAND ALLIANCE, INC.
Notes to the Consolidated Financial Statements
For the three and nine months ended September 30, 2025
NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN
Nature of Operations
International Land Alliance, Inc. (the “Company”) was incorporated under the laws of the State of Wyoming on September 26, 2013. The Company is a residential land development company with target properties located in the Baja California, Northern region of Mexico and Southern California. The Company’s principal activities are purchasing properties, obtaining zoning and other entitlements required to subdivide the properties into residential and commercial building plots, securing financing for the purchase of the plots, improving the properties infrastructure and amenities, and selling the plots to homebuyers, retirees, investors, and commercial developers.
In
May 2021, the Company acquired a
Certain information and note disclosures included in the financial statements prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP” or “GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. For further information, refer to the audited financial statements and notes for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on May 21, 2025.
Liquidity and Going Concern
The accompanying consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
Management
evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated
financial statements were available to be issued and determined that substantial doubt exists about the Company’s ability to continue
as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate
revenues and raise capital. The Company has faced significant liquidity shortages as shown in the accompanying financial statements.
As of September 30, 2025, the Company’s current liabilities exceeded its current assets by approximately $
The Company continues to raise additional capital through the issuance of debt instruments and equity to fund its ongoing operations, which may have the effect of potentially diluting the holdings of existing shareholders.
Management anticipates that the Company’s capital resources will significantly improve if its plots of land gain wider market recognition and acceptance resulting in increased plot sales and house construction. If the Company is not successful with its marketing efforts to increase sales, the Company will continue to experience a shortfall in cash, and it will be necessary to obtain funds through equity or debt financing in sufficient amounts or to further reduce its operating expenses in a manner to avoid the need to curtail its future operations subsequent to September 30, 2025. The direct impact of these conditions is not fully known.
However, there can be no assurance that the Company would be able to secure additional funds if needed and that if such funds were available on commercially reasonable terms or in the necessary amounts, and whether the terms or conditions would be acceptable to the Company. In such a case, the reduction in operating expenses might need to be substantial in order for the Company to generate positive cash flow to sustain the operations of the Company. (See Note 12 regarding subsequent events).
| 8 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company maintains its accounting records on an accrual basis in accordance with GAAP. These consolidated financial statements are presented in United States dollars. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, ILA Fund I, LLC (the “ILA Fund”), a company incorporated in the State of Wyoming, International Land Alliance, S.A. de C.V., a company incorporated in Mexico (“ILA Mexico”), Emerald Grove Estates LLC, incorporated in the State of California, Oasis Park Resort, LLC, incorporated in the state of Wyoming, Plaza Bajamar, LLC, incorporated in State of Wyoming, Plaza Valle Divino, LLC, incorporated in the State of Wyoming and Rancho Costa Verde Development, LLC incorporated in State of Nevada.
ILA Fund includes cash as its only assets with minimal expenses as of September 30, 2025. The sole purpose of this entity is strategic funding for the operations of the Company. ILA Mexico has plots held for sale for the Oasis Park Resort, no liabilities, and minimal expenses as of September 30, 2025. As of September 30, 2025, Emerald Grove Estates LLC, Plaza Bajamar LLC, and Plaza Valle Divino LLC have no operations. All intercompany balances and transactions are eliminated in consolidation.
The Company’s consolidated subsidiaries and/or entities were as follows:
SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND EQUITY
| Name of Consolidated Subsidiary or Entity | State or Other Jurisdiction of Incorporation or Organization | Attributable Interest | ||||
| ILA Fund I, LLC | % | |||||
| International Land Alliance, S.A. de C.V. (ILA Mexico) | % | |||||
| Emerald Grove Estates, LLC | % | |||||
| Oasis Park Resort LLC | % | |||||
| Plaza Bajamar LLC | % | |||||
| Plaza Valle Divino, LLC | % | |||||
| Rancho Costa Verde Development, LLC | % | |||||
On
January 1, 2023, the Company executed a securities purchase agreement pursuant to which the Company acquired all of the issued and outstanding
units of Rancho Costa Verde Development, LLC, for a total contractual consideration of $
Reclassification
Certain numbers from 2024 have been reclassified to conform with the current year presentation.
Investments - Equity Method
The Company accounts for equity method investments at cost, adjusted for the Company’s share of the investee’s earnings or losses, which are reflected in the consolidated statements of operations. The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. On January 3, 2023, the Company acquired a controlling financial interest in its previous equity method investment, which resulted in the consolidation pursuant to ASC 805 Business Combinations of such entity on the effective date.
| 9 |
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management regularly evaluates estimates and assumptions related to the valuation of assets and liabilities. Management bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from management’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates include:
| ■ | Liability for legal contingencies. | |
| ■ | Useful life of buildings. | |
| ■ | Assumptions used in valuing equity instruments. | |
| ■ | Deferred income taxes and related valuation allowances. | |
| ■ | Going concern. | |
| ■ | Assessment of long-lived assets for impairment. | |
| ■ | Significant influence or control over the Company’s investee. | |
| ■ | Revenue recognition. |
Segment Reporting
The
Company operates as
Cash and Cash Equivalents
The
Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
The Company did
Fair Value of Financial Instruments and Fair Value Measurements
Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1: uses quoted market prices in active markets for identical assets or liabilities.
Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: uses unobservable inputs that are not corroborated by market data.
As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date.
| 10 |
The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of any balance sheet dates presented or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement.
The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid, and other current assets, accounts payable and accrued liabilities, contracts liability, deposits, promissory notes, net of debt discounts and promissory notes related party, deferred revenue, other notes approximate fair value due to their relatively short maturities. Equity-method investment is recorded at cost, which approximates its fair value since the consideration transferred includes cash and a non-monetary transaction, in the form of the Company’s common stock, which was valued based on a combination of a market and asset approach.
The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black-Sholes option valuation model was used to determine the fair value. The Company records derivative liability on the consolidated balance sheets at fair value with changes in fair value recorded in the consolidated statements of operation.
The following table presents balances of the liabilities with significant unobservable inputs (Level 3) as of September 30, 2025:
SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS
| Fair Value Measurements at September 30, 2025, Using | ||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||
| (Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
| Derivative liability | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The following table presents changes of the liabilities with significant unobservable inputs (Level 3) for the nine months ended September 30, 2025:
SCHEDULE OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS
| Derivative | ||||
| Liability | ||||
| Balance December 31, 2024 | $ | |||
| Change in estimated fair value | ||||
| Balance September 30, 2025 | $ | |||
Derivative Liability
As of September 30, 2025, the Company has variable rate convertible promissory notes, which contained variable conversion rates based on unknown future prices of the Company’s common stock. This resulted in the recognition of a derivative liability as the conversion feature failed the scope exception for derivative accounting due to the variability of its conversion price. The Company measures the derivative liability using the Black-Scholes option valuation model using the following assumptions:
SCHEDULE OF DERIVATIVE LIABILITY
| For the Nine Months Ending September 30, | ||||||||
| 2025 | 2024 | |||||||
| Expected term | ||||||||
| Exercise price | $ | $ | ||||||
| Expected volatility | ||||||||
| Expected dividends | ||||||||
| Risk-free interest rate | ||||||||
| Forfeitures | ||||||||
| 11 |
The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment, or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future.
The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under its control, and the assessment of volatility. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s variable convertible notes, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases.
Cost Capitalization
The cost of buildings and improvements includes the purchase price of the property, legal fees, and other acquisition costs. Costs directly related to planning, developing, initial leasing and constructing a property are capitalized and classified as Buildings in the consolidated balance sheets. Capitalized development costs include interest, property taxes, insurance, and other direct project costs incurred during the period of development are also capitalized.
A variety of costs are incurred in the acquisition, development, and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete, and capitalization must cease involves a degree of judgment. Our capitalization policy on development properties is guided by ASC 835-20 Interest – Capitalization of Interest and ASC 970 Real Estate - General. The costs of land and buildings under development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We consider a construction project as substantially completed and held available for occupancy or sale upon the receipt of certificates of occupancy, but no later than one year from cessation of major construction activity. We cease capitalization on the portion (1) substantially completed and (2) occupied or held available for occupancy, and we capitalize only those costs associated with the portion under construction.
Land Held for Sale
The Company considers properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) the property is available for immediate sale in its present condition and (3) the property is actively being marketed for sale at a price that is reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its’ carrying value or its estimated net realizable value.
Land and Buildings
Land
and buildings are stated at cost. Depreciation is provided by the use of the straight-line and accelerated methods for financial and
tax reporting purposes, respectively, over the estimated useful lives of the assets. Buildings have an estimated useful life of
Construction in progress (“CIP”)
A CIP asset reflects the cost of construction work undertaken, but not yet completed on land not currently owned by the Company. For construction in progress assets, no depreciation is recorded until the asset is placed in service. When construction is completed, the assets should be reclassified as building, building improvement, infrastructure or land improvement and should be capitalized and depreciated. The land is currently owned by companies controlled by our chairman of the board.
Fixed Assets
Fixed assets are stated at cost, less accumulated depreciation, and amortization. Depreciation is computed using the double declining balance method over the estimated useful lives of the respective assets:
SCHEDULE OF ESTIMATED USEFUL LIVES OF FIXED ASSETS
| Classification | Life | |||
| Buildings | ||||
| Furniture and equipment |
| 12 |
Revenue Recognition
The Company determines revenue recognition pursuant to Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, through the following steps:
| ■ | Identification of the contract, or contracts, with a customer. | |
| ■ | Identification of the performance obligations in the agreement(s) for the sale of plots or house construction. | |
| ■ | Determination of the transaction price. | |
| ■ | Allocation of the transaction price to the performance obligation(s) in the contract. | |
| ■ | Recognition of revenue when, or as the Company satisfies a performance obligation. |
Revenue is measured based on considerations specified in the agreements with our customers. A contract exists when it becomes a legally enforceable agreement with a customer. The contract is based on either the acceptance of standard terms and conditions as stated in our agreement of plot sales or house construction with customers. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration which we will expect to receive in exchange for execution of the performance obligation(s).
The Company applies judgment in determining the customer’s ability and intention to pay the consideration which the Company is entitled to. A performance obligation is a promise in a contract or agreement to transfer a distinct product or item to the customer. Performance obligations promised in a contract are identified based on the property that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the property is separately identifiable from other promises in the contract. Management considers the retention of title as merely a protective right, which would not disallow revenue recognition for the full consideration to which the Company is entitled upon the execution of a contract for deed.
Currently, upon execution of each contract for deed, the Company has not developed sufficient controls and procedures to provide reasonable assurance that collection of the consideration, which the Company is entitled to, is probable. In addition, the title of the land for the various projects (Bajamar and Divino) is held by an entity that is controlled by the Company’s chairman of the board.
The Company’s principal activities in the real estate development industry from which it generates its revenues, are the sale of developed and undeveloped land and house construction.
Rancho Costa Verde Development or RCVD generates revenue from the following sources: (1) lot sales, (2) home construction calculated as a set percentage of builders’ costs, (3) administrative income for loan servicing, (4) interest income resulting from monthly payments from financed loans made to customers on lot sales, (5) resale income as commission for selling homes for owners that have purchased lots at RCVD and (6) utilities revenue from waste water systems and solar systems.
The Company identified the following performance obligations related to the operations of RCVD: (1) subdivision of the developer parcel, (ii) casita free week for each customer allowing them to enjoy a free week to a casita per year. The Company determined that there was a significant financing component in most arrangements with customers, which results in the recognition of interest income.
The
Company recognized $
Advertising costs
The
Company expenses advertising costs when incurred. Advertising costs incurred amounted to $
Debt issuance costs and debt discounts
Debt issuance costs and debt discounts are being amortized over the term of the related financings on a straight-line approach, which approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying consolidated balance sheets.
| 13 |
Stock-Based Compensation
The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. The Company has elected to use the simplified method described in the Securities and Exchange Commission Staff Accounting Bulletin Topic 14C to estimate the expected term of employee stock options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The value of stock awards is determined using the fair value of the Company’s common stock on the date of grant. The Company accounts for forfeitures as they occur. Any compensation cost previously recognized for an unvested award that is forfeited because of a failure to satisfy a service condition is reversed in the period of the forfeiture. Compensation expense is recognized on a straight-line basis over the requisite service period of the award. Stock-based compensation includes the fair value of options, warrants and restricted stocks issued to employees, directors, and non-employees.
Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Management makes estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted. Any adjustment to the deferred tax asset valuation allowance would be recorded in the income statement for the periods in which the adjustment is determined to be required. Management does not believe that it has taken any positions that would require the recording of any additional tax liability, nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next year.
The Company computes earnings (loss) per share in accordance with ASC 260 – Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the consolidated statements of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible notes payable using the if-converted method. Diluted EPS excludes all dilutive potential shares if their effect is antidilutive. During periods of net loss, all common stock equivalents are excluded from the diluted EPS calculation because they are antidilutive.
| 14 |
SCHEDULE OF POTENTIALLY DILUTED SHARES
For the nine months ended September 30, 2025 | For the nine months ended September 30, 2024 | |||||||
| Options | ||||||||
| Warrants | ||||||||
| Total potentially dilutive shares | ||||||||
Concentration of Credit Risk
The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through September 30, 2025.
Impairment of Long-lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. If impairment is indicated, the asset is written down to its estimated fair value. The Company fully impaired its long-lived assets due to the uncertainty in title transfer of the land not currently owned by the Company and the estimated fair value of its construction in progress during the nine months ended September 30, 2025.
Accounts Receivable
The
Company uses the specific identification method for recording the provision for doubtful accounts, which was $
Convertible Promissory Note
The Company accounts for convertible promissory notes in accordance with ASC 470-20, Debt with Conversion and Other Options. The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the Income Statement. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument with an offset to additional paid-in capital and amortized to interest expense over the life of the debt using the effective interest method.
| 15 |
NOTE 3 – LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS
Land, buildings, net and construction in process as of September 30, 2025, and December 31, 2024:
SCHEDULE OF LAND AND BUILDINGS, NET AND CONSTRUCTION IN PROCESS
| Useful life | September 30, 2025 | December 31, 2024 | ||||||||
| Land – Emerald Grove | $ | $ | ||||||||
| Land – Rancho Costa Verde Development | $ | $ | ||||||||
| Building | ||||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||||
| Building, net | $ | $ | ||||||||
Depreciation
expense was approximately $ and $
Valle Divino
The
Valle Divino is the Company’s premier wine country development project in Ensenada, Baja California. This land project consists
of
The
construction contractor is also an entity controlled by our chairman of the board. Construction began during the year ended December
31, 2020. The balance of construction in process for Valle Divino was $
Plaza Bajamar
The Plaza Bajamar community is an 80-unit development located within the internationally renowned Bajamar Ocean Front Hotel and Golf Resort. The Bajamar Ocean Front Golf Resort is an expertly planned, well-guarded, and gated wine and golf community located 45 minutes South of the San Diego-Tijuana Border along the scenic toll road to Ensenada on the Pacific Ocean.
Phase
I will include 22 “Merlot”
The
Company has not yet taken title to this property, which is currently owned by Valdeland, S.A. de C.V. (“Valdeland”), an entity
controlled and
| 16 |
In
November and December 2019, $
Valdeland has completed a two-bedroom model home, an enhanced entrance, and interior roads as well as site preparation for four (4) new homes adjacent to the model home. It has commenced construction on four residential lots following the payment of the required minimum deposits from buyers.
The
Company funded the construction by an additional $
The
balance of construction in process for Plaza Bajamar totaled $
Within the “restricted zone,” a foreigner can purchase the beneficial interest in real property through a bank trust or “fideicomiso.” Indeed, a bank trust must be used when acquiring property within the restricted zone. In this bank trust, the buyer of the property is designated as the “fideicomisario” or the beneficiary of the trust. While legal title is held by the bank, (specifically the trustee of the trust or the “fiduciario,”) the trustee must administer the property in accordance with the instructions of the buyer (the beneficiary of the trust). The property is not an asset of the bank, and the trustee is obligated to follow every lawful instruction given by the beneficiary to perform legal action. The Company has not yet established the bank trust, which is anticipated to occur before the end of the fiscal year 2025.
As
of September 30, 2025, Valdeland sold six (6) house constructions on residential lots for estimated price of $
Rancho Costa Verde Development (“RCVD”)
RCVD
is a
NOTE 4 – RELATED PARTY TRANSACTIONS
Chief Executive Officer – Frank Ingrande
In May 2021, the Company executed an employment agreement with Frank Ingrande.
The
Company has not accrued or paid any salary to Frank Ingrande for the nine months ended September 30, 2025, and 2024. The accrued compensation
balance owed is $
Frank
Ingrande was the co-founder and owner of
On
December 1, 2022, the Company issued stock options under the 2022 Plan with a strike price of $, vesting
| 17 |
Chief Financial Officer – Jason Sunstein
Effective January 1, 2020, the Company executed an employment agreement with Jason Sunstein.
The
Company has not accrued or paid any salary to Jason Sunstein for the nine months ended September 30, 2025, and 2024. The accrued compensation
balance owed is $
On
December 1, 2022, the Company issued stock options under the 2022 Plan with a strike price of $, vesting
Jason Sunstein is also the managing member of Six Twenty Management LLC, an entity that has been providing ongoing capital support to the Company.
Jason Sunstein also facilitated the Emerald Grove asset purchase.
Chairman of the Board – Roberto Valdes
Effective January 1, 2020, the Company executed an employment agreement with Roberto Valdes.
The
Company has not accrued or paid any salary to Roberto Valdes for the nine months ended September 30, 2025, and 2024. The accrued compensation
balance owed is $
As
of September 30, 2025, the Company funded an aggregate amount of $
The
Company has funded an aggregate amount of approximately $
On
December 1, 2022, the Company issued stock options under the 2022 Plan with a strike price of $, vesting
| 18 |
International Real Estate Development, LLC. (“IRED”)
Frank
Ingrande was an owner of
On
January 1, 2023, the Company issued a convertible promissory note pursuant to the acquisition of RCVD for a total principal of $
NOTE 5 – PROMISSORY NOTES
Promissory notes consisted of the following at September 30, 2025, and December 31, 2024:
SCHEDULE OF PROMISSORY NOTES
| September 30, 2025 | December 31, 2024 | |||||||
| Cash Call note payable, due December 31, 2025 | $ | $ | ||||||
| Cash Call note payable, due | $ | $ | ||||||
| Elder note payable, | ||||||||
| Elder note Payable, | ||||||||
| Griffith note Payable, | ||||||||
| Banker note Payable, | ||||||||
| Robles note Payable, | ||||||||
| Total Promissory notes payable | $ | $ | ||||||
| Less discounts | ||||||||
| Total Promissory notes, net of discount | ||||||||
| Less current portion | ( | ) | ( | ) | ||||
| Total Promissory notes, net of discount - long term | $ | $ | ||||||
Cash Call, Inc.
On
March 19, 2018, the Company issued a promissory note to CashCall, Inc. for $
| 19 |
On
August 2, 2022, the Company and Cash Call settled for an aggregate principal of $
As
of September 30, 2025, and December 31, 2024, the remaining principal balance was $
Christopher Elder
On
December 15, 2020, the Company entered into a promissory note pursuant to which the Company borrowed $
There
was no activity during the nine months ended September 30, 2025. As of both September 30, 2025, and December 31, 2024, the remaining
principal balance was $
Accrued
interest was $
Bobbie Allen Griffith
On
September 5, 2023, the Company entered into a promissory note pursuant to which the Company borrowed $
The
Company repaid the note in full during the year ended December 31, 2023. During the year ended December 31, 2023, the Company was advanced
an additional $
George Banker
On
August 11, 2023, the Company entered into a promissory note pursuant to which the Company borrowed $
Accrued
interest was $
The
Company initially recognized a debt discount and stock payable on this note of $
George Robles
On
September 1, 2023, the Company entered into a promissory note pursuant to which the Company borrowed $
Accrued
interest was $
The
Company initially recognized a debt discount and stock payable on this note of $
| 20 |
NOTE 6 – CONVERTIBLE NOTES
Convertible notes consisted of the following at September 30, 2025, and December 31, 2024:
SCHEDULE OF CONVERTIBLE NOTES
| September 30, 2025 | December 31, 2024 | |||||||
| Mast Hill convertible note, | ||||||||
| Blue Lake convertible note, | ||||||||
| Quick Capital note #1, | ||||||||
| Quick Capital note #2, | ||||||||
| Quick Capital note #3, | ||||||||
| Lendspark Corporation note, due | ||||||||
| Vista Capital note #1, | ||||||||
| Vista Capital note #2, | ||||||||
| Auctus Fund note, | ||||||||
| CFI Capital note, | ||||||||
| Jefferson Street note, | ||||||||
| Crom Structured Fund note, | ||||||||
| Mast convertible note, Emerald Grove, due | ||||||||
| Cobra convertible note, | ||||||||
| Total convertible notes | $ | $ | ||||||
| Less discounts | ( | ) | ( | ) | ||||
| Total convertible notes, net of discount | ||||||||
| Less current portion | ( | ) | ( | ) | ||||
| Total convertible notes, net of discount - long term | $ | $ | ||||||
Mast Hill Fund, L.P (“Mast note”)
During
2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $
Additionally,
as an incentive to the note holder, the securities purchase agreement also provided for the issuance of shares of common stock
with fair value of approximately $
The
Company initially recognized $
During
the year ended December 31, 2023, the Company converted approximately $
During
the nine months ended September 30, 2025, the Company converted the entire remaining principal owed to Mast Hill Fund, plus default interest
in the amount of $
The
Company has not yet received any default notice from the investor. Upon an event of default, the Company is required to pay the outstanding
principal plus accrued interest and a default penalty which is equal to
| 21 |
Blue Lake Partners LLC (“Blue Lake note”)
During
2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $
The
note is convertible upon an event of default at the noteholder’s option into shares of our common stock at a fixed conversion price
of $
The
principal balance owed to Blue Lake was $
The
Company has not yet received any default notice from the investor. Upon event of default, the Company is required to pay the outstanding
principal plus accrued interest and a default penalty which is equal to
The
Company initially recognized $
Mast Emerald Grove convertible note payable (“Mast Emerald Grove note”)
In
December 2024, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $
The
maturity date of the note is
The
Company initially recognized $
The
balance of the convertible note was $
Cobra (“Cobra convertible note”)
In
August 2024, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $
The
original maturity date of the note was
The
Company initially recognized $
The
balance of the Cobra convertible note was $
| 22 |
Quick Capital, LLC (“Quick Capital Notes”)
On
March 13, 2025, July 16, 2025, and August 18, 2025, the Company issued to Quick Capital LLC (“Quick Capital”), a Wyoming
limited liability company, convertible promissory notes for the principal amounts of a $
The
principal amount of the Notes (together with accrued interest) mature nine (9) months from issuance. The Notes bear a guaranteed interest
at a rate of
The
Notes are convertible at the holder’s option at any time after 180 days from issuance or upon event of default, into shares of
the Company’s Common Stock at a conversion price equal to $
The
balance owed to Quick Capital on the Notes was $
The
Company initially recognized $
Lendspark Corporation (“Lendspark Note”)
On
June 10, 2025, the Company issued Lendspark a convertible promissory note pursuant to which it borrowed gross proceeds of $
The
Lendspark Note is convertible at the holder’s option at any time after the issue date, into shares of the Company’s Common
Stock at a conversion price equal to $
The
Company initially recognized $
The
balance of the Lendspark Note was $
On June 12, 2025, the Company entered into a Consulting Agreement with
Lendspark, in order for Lendspark to provide consulting related to the development, financing and operations of the Company’s business.
The arrangement is an equity compensation agreement, where the Company shall pay Lendspark in common stock, where the amounts of shares
issued is calculated as $
Vista Capital Investments, LLC (“Vista Capital Notes”)
Vista Capital Note #1
On
March 11, 2025, the Company issued Vista Capital a convertible promissory note, pursuant to which it borrowed gross proceeds of $
The
note is convertible at the holder’s option at any time after the issue date, into shares of the Company’s Common Stock at
a conversion price equal to $
The
Company initially recognized $
The
balance of the Vista Capital Note #1 was $
| 23 |
Vista Capital Note #2
On
September 12, 2025, the Company issued Vista Capital a convertible promissory note, pursuant to which it borrowed gross proceeds of $
The
note is convertible at the holder’s option at any time after the issue date, into shares of the Company’s Common Stock at
a conversion price equal to $
The
Company initially recognized $
Auctus Fund, LLC (“Auctus Note”)
On
August 6, 2025, the Company issued a promissory note with a convertible feature to Auctus Fund, pursuant to which it borrowed gross proceeds
of $
The
Auctus Note is convertible at the holder’s option at any time after 90 days from issuance, into shares of the Company’s Common
Stock at a conversion price equal to $
The
balance of the Auctus Note was $
CFI Capital LLC (“CFI Capital Note”)
On
September 18, 2025, the Company issued CFI Capital a convertible redeemable note pursuant to which it borrowed gross proceeds of $
The
Company initially recognized $
Jefferson Street Capital, LLC (“Jefferson Note”)
On
September 24, 2025, the Company issued a promissory note with a convertible feature, pursuant to which it borrowed gross proceeds of
$
The
Jefferson Note is convertible at the holder’s option at any time after the issue date, into shares of the Company’s Common
Stock at a conversion price equal to $
The
balance of the Jefferson Note was $
Crom Structured Opportunities Fund I, LP (“Crom Note”)
On
September 24, 2025, the Company issued a promissory note with a convertible feature, pursuant to which it borrowed gross proceeds of
$
The
Crom Note is convertible at the holder’s option at any time after the issue date, into shares of the Company’s Common Stock
at a conversion price equal to $
The
balance of the Crom Note was $
| 24 |
NOTE 7 – PROMISSORY NOTE – RELATED PARTY
Related party promissory note consisted of the following at September 30, 2025, and December 31, 2024:
SCHEDULE OF RELATED PARTY PROMISSORY NOTES
| September 30, 2025 | December 31, 2024 | |||||||
| Lisa Landau – On demand | $ | $ | ||||||
| Total related party promissory note, current | $ | $ | ||||||
Lisa Landau
Lisa Landau is a relative of the Company’s Chief Financial Officer. During the nine months ended September 30, 2025, and the year ended December 31, 2024, Lisa Landau advanced funds to the Company for general corporate expenses and paid directly towards the Diagonal convertible notes.
The
principal balance on the related party promissory note was $
NOTE 8 – BUSINESS ACQUISITION IN STAGES
On
January 3, 2023, the Company completed the acquisition in stages of International Real Estate Development, LLC (“IRED” or
the “seller”), for the purchase of the remaining seventy five percent (
Prior
to the acquisition of a controlling financial interest in RCVD, the Company held a twenty five percent (
As
outlined in the letter of intent with IRED and RCVD dated April 2021, in addition to various communications with both parties, the Company
had strategized and intended to acquire the remaining 75% of RCVD from the original discussions that began in 2018. The Company’s
Chief Executive Officer and director was previously the owner of one third of the issued and outstanding interest in International Real
Estate Development LLC and has been disclosed as a related party since the acquisition of the initial
The Company has accounted for this transaction as a business combination in stages under ASC 805 Business Combinations as the Company took control of RCVD in January 2023. Accordingly, and as of January 3, 2023, the assets acquired, and the liabilities assumed were recorded at their estimated fair value as of the closing date of the acquisition.
The
secured convertible promissory note has a principal amount of $
RCVD
was originally formed in the State of Nevada. RCVD is a
As of December 31, 2023, the Company finalized its purchase price allocation and valuation for the acquisition of RCVD.
| 25 |
NOTE 9 – EQUITY METHOD INVESTMENT
During
2021, the Company acquired a
The investment has been accounted for under the equity method. It was determined that the Company does not have the power to direct the activities that most significantly impact RCVD’s economic performance, and therefore, the Company is not the primary beneficiary of RCVD and RCVD has not been consolidated under the variable interest model.
The
investment was initially recorded at cost, which was determined to be $
On
January 3, 2023, the Company executed a securities purchase agreement with International Real Estate Development, LLC, for the purchase
of the remaining seventy five percent (
The Company acquired a controlling financial interest and accounted for this transaction as a business combination in stages under ASC 805 (Note 8). Upon the acquisition of such controlling interest, the Company re-measured the previously held equity method interest to fair value as part of the accounting for the business combination, see Note 8.
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Commitment to Purchase Land (Valle Divino)
The
land project consisting of
Land purchase- Plaza Bajamar.
During
2019, the Company, entered into a definitive Land Purchase Agreement with Valdeland, S.A. de C.V., a Company controlled by our chairman
of the board Roberto Valdes, to acquire approximately one acre of land with plans and permits to build 34 units at the Bajamar Ocean
Front Golf Resort located in Ensenada, Baja California. Pursuant to the terms of the Agreement, the total purchase price is $
The
total budget was established at approximately $
Commitment to Sell Land (IntegraGreen)
During
2019, the Company entered into a contract for deed agreement “Agreement” with IntegraGreen whose principal, Christopher Elder,
is also a creditor. Under the Agreement the Company agreed to the sale of
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The Company has fully impaired the carrying balance of its account receivable owed by IntegraGreen in the accompanying consolidated balance sheets.
Oasis Park Resort construction budget
During
2021, the Company engaged a general contractor to complete phase I of the project including the two-mile access road and the community
entrance structure. The contractor also commenced phase II construction including the waterfront clubhouse, casitas, and model homes.
The total budget was established at approximately $
Litigation Costs and Contingencies
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.
NOTE 11 – STOCKHOLDERS’ EQUITY (DEFICIT)
The Company’s equity at September 30, 2025, consisted of authorized common shares and authorized preferred shares, all with a par value of $ per share. As of September 30, 2025, there were shares issued and shares outstanding. As of December 31, 2024, there were shares issued and shares outstanding.
As of September 30, 2025, there were shares of Series A Preferred Stock issued and outstanding, shares of Series B Preferred Stock issued and outstanding and of Series D Preferred Stock issued and outstanding.
As of December 31, 2024, there were shares of Series A Preferred Stock issued and outstanding, shares of Series B Preferred Stock issued and outstanding, shares of Series C Preferred Stock issued and outstanding and of Series D Preferred Stock issued and outstanding.
Equity Incentive Plans
2024 Equity Incentive Plan
On November 29, 2024, the Company’s board of directors approved the 2024 equity incentive plan (the “2024 Plan”). The 2024 Plan enables the Company’s board of directors to provide equity-based incentives through grants of awards to the Company’s present and future employees, directors, consultants, and other third-party service providers. The Company has reserved a total of shares of the Company’s common stock for issuance under the 2024 Plan. The Company granted options under the 2024 Plan on March 31, 2025, which were all outstanding as of September 30, 2025. The Company had no options issued and outstanding under the 2024 Plan as of December 31, 2024.
2022 Equity Incentive Plan
On December 1, 2022, the Company’s Board of Directors approved a 2022 Equity Incentive Plan (the “2022 Plan”). Pursuant to the 2022 Plan, the Company has reserved a total of shares of the Company’s common stock to be available under the 2022 Plan. The Company granted options during years prior to 2024. There was activity during the nine months ended September 30, 2025. The options were fully expired as of September 30, 2025, and December 31, 2024.
2020 Equity Incentive Plan
On August 26, 2020, the Company’s Board of Directors approved the 2020 Equity Incentive Plan (the “2020 Plan”). The Company has reserved a total of shares of the authorized common stock for issuance under the 2020 Plan. The Company granted options under the 2020 Plan in years prior to 2024. There was activity during the nine months ended September 30, 2025. The options were fully expired as of September 30, 2025, and December 31, 2024.
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2019 Equity Incentive Plan
On February 11, 2019, the Company’s Board of Directors approved a 2019 Equity Incentive Plan (the “2019 Plan”). In order for the 2019 Plan to grant “qualified stock options” to employees, it required approval by the Corporation’s shareholders within 12 months from the date of the 2019 Plan. The 2019 Plan was never approved by the shareholders. Therefore, any options granted under the 2019 Plan prior to shareholder approval will be “non-qualified”. Pursuant to the 2019 Plan, the Company has reserved a total of shares of the Company’s common stock to be available under the 2019 Plan. There was no activity during the nine months ended September 30, 2025. The options were fully expired as of September 30, 2025, and December 31, 2024.
Activity during the nine months ended September 30, 2025
During
the nine months ended September 30, 2025, the Company issued
shares of common stock pursuant to consulting agreements, services, Series C Preferred Stock conversion, debt terms, and debt
conversions for a total fair value of approximately $
Activity during the nine months ended September 30, 2024
During
the nine months ended September 30, 2024, the Company issued shares of common stock pursuant to consulting agreements for a
total fair value of approximately $
During the nine months ended September 30, 2024, the Company issued shares of common stock pursuant to the conversion of convertible notes payable.
During the nine months ended September 30, 2024, the Company issued shares of common stock pursuant to the exercise of warrants.
During
the nine months ended September 30, 2024, the Company issued shares of common stock pursuant to a promissory note agreement.
The shares were valued at $
During the nine months ended September 30, 2024, the Company issued shares of common stock pursuant to a stock dividend arrangement for Series C Preferred Stock.
Preferred Stock
During
2019, the Company authorized and issued shares of Series B Preferred Stock (“Series B”) and shares of common
stock to CleanSpark Inc. in a private equity offering for $
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The
terms and conditions of the Series B include an in-kind accrual feature, which provides for a cumulative accrual at a rate of
During
the year ended December 31, 2024, the Company issued shares of Series A preferred stock pursuant to the conversion of the note
payable to IRED for $
On
September 2, 2023, the Company authorized and issued and shares, respectively, of Series C Preferred Stock (“Series
C”) to Bigger Capital Fund, LP in a private equity offering for $
The
terms and conditions of the Series C include an in-kind accrual feature, which provides for a cumulative accrual at a rate of
The
Securities Purchase Agreement (“SPA”) states that the in-kind accrual rate should be increased by
Concurrently
with this SPA, the Company entered into a Warrant Inducement Agreement (“Inducement”). Previously, on July 26, 2021, the
Company entered into a Warrant Purchase Agreement with Bigger Capital Fund, LP where the Company issued common stock purchase warrants
at an exercise price of $
On
July 29, 2025, Bigger Capital Fund, LP exercised the
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In
October 2023, the Company filed and adopted a Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred
Stock (the “Certificate of Designations”) with the Wyoming Secretary of State, authorizing the issuance of up to shares
of Series D Convertible Preferred Stock, par value $ per share (the “Series D Preferred Stock”), each having a stated
value equal to $
The Series D Preferred Stock ranks senior with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company to all other shares of capital stock of the Company, including all other outstanding shares of preferred stock as of the filing date of the Certificate of Designations, except, however, the Series D Preferred Stock is subordinate to the series of preferred stock of the Company designated as “Series C Convertible Preferred Stock.” The Company shall be permitted to issue capital stock, including preferred stock, that is junior in rank to the Series D Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company.
At any time after the earlier of (i) a Qualified Offering (as defined below) or (ii) the date that is 18 months from the date the first share of Series D Preferred Stock is issued to any holder thereof, each holder of Series D Preferred Stock shall be entitled to convert any portion of the outstanding Series D Preferred Stock, including any Additional Amount, held by such holder into shares of common stock at the Conversion Price (as defined below) by following the mechanics of conversion set forth in the Certificate of Designations.
During
the year ended December 31, 2023, the Company converted $
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Warrants
A summary of the Company’s warrant activity during the nine months ended September 30, 2025, is presented below:
SCHEDULE OF WARRANTS ACTIVITY
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Contract Term | ||||||||||
| Outstanding at December 31, 2024 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | ( | ) | - | |||||||||
| Forfeited-Canceled | - | |||||||||||
| Outstanding at September 30, 2025 | $ | |||||||||||
| Exercisable at September 30, 2025 | ||||||||||||
The aggregate intrinsic value as of September 30, 2025, and December 31, 2024, was $.
Stock Options
SCHEDULE OF OPTION ACTIVITY
| Number
of Options | Weighted Average Exercise Price | Weighted Average Contract Term | ||||||||||
| Outstanding at December 31, 2024 | $ | - | ||||||||||
| Granted | ||||||||||||
| Exercised | - | |||||||||||
| Forfeited-Canceled | - | |||||||||||
| Outstanding at September 30, 2025 | $ | |||||||||||
| Exercisable at September 30, 2025 | ||||||||||||
The aggregate intrinsic value as of September 30, 2025, and December 31, 2024, was $.
NOTE 12 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events for adjustment to or disclosure in its consolidated financial statements through the date of this report, and has not identified any recordable or disclosable events, not otherwise reported in these consolidated financial statements or the notes thereto.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview of Our Company
The Company was incorporated pursuant to the laws of the State of Wyoming on September 26, 2013. We are based in San Diego, California. We are a residential land development company with target properties located primarily in the Baja California Norte region of Mexico and Southern California. Our principal activities are purchasing properties, obtaining zoning and other entitlements required to subdivide the properties into residential and commercial building plots, securing financing for the purchase of the plots, improving the properties’ infrastructure and amenities, and selling the lots to homebuyers, retirees, investors, and commercial developers. We offer the option of financing (i.e. taking a promissory note from the buyer for all or part of the purchase price) with a guaranteed acceptance on any purchase for every customer.
Overview
The real estate market in Northern Baja California has continued to significantly improve and has fully recovered from the negative impact of Covid-19. The housing prices have continued to rise in the Southwest U.S., and inventory has remained severely low, which generates additional attraction from home buyers seeking second homes or vacation homes.
The Company’s current portfolio includes residential, resort and commercial properties comprising the following projects:
| ■ | Oasis Park Resort is a 497-acres master planned real estate community including 1,344 residential home sites, south of San Felipe, Baja California, which offers a 180-degree sea and mountain views. In addition to the residential lots, there is a planned boutique hotel, a spacious commercial center, and a nautical center.
The Company recently allowed prospective homeowners and existing lot holders to tour the property again. As of the date of this report, 75 of the 1,344 planned residential lots were pre-sold to initial shareholders. The Company has made significant progress on the project, which included the completion of the two-mile access road and the community entrance structure. The Company also started construction of the waterfront clubhouse, and model homes. | |
| ■ | Valle Divino is a self-contained solar 650-home site project in Ensenada, Baja California, with test vineyard at the property. This resort includes 137 residential lots and 3 commercial lots on 20 acres of land. This represents an estimated $60 million in gross sales opportunity. | |
| ■ | Plaza Bajamar Resort is an 80-unit project located at the internationally renowned Bajamar Ocean front hotel and golf resort. The Bajamar oceanfront golf resort is a master planned golf community located 45 minutes south of the San Diego-Tijuana border along the scenic toll road to Ensenada. The first Phase will include 22 “Merlot” 1,150 square-foot single-family homes that features two bedrooms and two baths. The home includes two primary bedroom suites - one on the first floor and one upstairs, as well as fairway and ocean views from a rooftop terrace. The Merlot villas will come with the installation of solar packages. | |
| ■ | Emerald Grove Estates is the Company’s newly renovated Southern California property, used for organized events at this 8,000 square foot event venue. | |
| ■ | Rancho Costa Verde (“RCVD”) is a 1,100-acre master planned second home, retirement home and vacation home real estate community located on the east coast of Baja California. RCVD is a self-sustained solar powered green community that takes advantage of the advances in solar and other green technology. In May 2021, the Company acquired a 25% investment in RCVD in exchange for $100,000 and 3,000,000 shares of the Company’s common stock, and such investment was initially recorded as an equity-method investment in the Company’s condensed consolidated financial statements. On January 3, 2023, the Company acquired the remaining 75% membership interest in RCVD for a contractual consideration of $13,500,000, paid through $8,900,000 secured convertible note, 20,000,000 shares of common stock and 33,000,000 common stock warrants. Such transaction was recorded pursuant to ASC 805 Business Combinations. |
Summary of key operational and financial events:
| ■ | The Company has collected an aggregate amount of $312,175 from house construction at the Plaza Bajamar project, which was initially recorded and presented as contract liability in the consolidated balance sheets. However, the Company offset the balance with the additional cash funded for the construction of amenities at Bajamar, with the net balance presented as impairment loss in the consolidated statement of operations. There were no collections during the nine months ended September 30, 2025. | |
| ■ | Continued our research and marketing efforts to identify potential home buyers in the United States, Canada, Europe, and Asia. Through the formation of a partnership with a similar development company in the Baja California Norte Region of Mexico, we have been able to leverage additional resources with the use of their established and proven marketing plan which can help us with sophisticated execution and the desired results for residential plot sales and development. | |
| ■ | Title of Oasis Park Resort in San Felipe was assumed during 2019. We are expecting the transfer of title on Valle Divino in Ensenada, Baja California and Plaza Bajamar in Ensenada, Baja California before the end of our fiscal year 2025, as we continue to follow the necessary steps to complete this legal process. |
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Results of Operations for the Three and Nine Months Ended September 30, 2025, compared to the Three and Nine Months Ended September 30, 2024
| For the three months ended | For the nine months ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Revenue, net | $ | 554,553 | $ | 1,303,271 | $ | 1,878,548 | $ | 7,134,240 | ||||||||
| Cost of revenue | 407,191 | 390,788 | 1,123,215 | 993,114 | ||||||||||||
| Gross profit | 147,362 | 912,483 | 755,333 | 6,141,126 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Sales and marketing | 213,243 | 160,885 | 590,693 | 497,863 | ||||||||||||
| Impairment loss | - | - | - | - | ||||||||||||
| General and administrative expenses | 942,788 | 474,819 | 2,989,211 | 1,176,452 | ||||||||||||
| Total operating expenses | 1,156,031 | 635,704 | 3,579,904 | 1,674,315 | ||||||||||||
| Income (loss) from operations | (1,008,669 | ) | 276,779 | (2,824,571 | ) | 4,466,811 | ||||||||||
| Other expense: | ||||||||||||||||
| Loss from debt extinguishment | (537,969 | ) | - | (537,969 | ) | |||||||||||
| Change in fair value of derivative | (132,183 | ) | - | (682,653 | ) | 229,814 | ||||||||||
| Interest expense | (517,644 | ) | (528,377 | ) | (1,088,720 | ) | (1,204,375 | ) | ||||||||
| Total other income (expense), net | (1,187,796 | ) | (528,377 | ) | (2,309,342 | ) | (974,561 | ) | ||||||||
| Net income (loss) | $ | (2,196,465 | ) | $ | (251,598 | ) | $ | (5,133,913 | ) | $ | 3,492,250 | |||||
Revenue
Revenue decreased by $748,718 to $554,553 for the three months ended September 30, 2025, from $1,303,271 for the three months ended September 30, 2024. The revenue recognized during the three months ended September 30, 2025, includes real estate sales, interest from financed sales, financing fees, and components of home construction.
Revenue decreased by $5,255,692 to $1,878,548 for the nine months ended September 30, 2025, from $7,134,240 for the nine months ended September 30, 2024. The revenue recognized during the six months ended September 30, 2025, includes real estate sales, interest from financed sales, financing fees, and components of home construction.
Cost of revenue
Cost of revenue increased to $407,191 for the three months ended September 30, 2025, from $390,788 for the three months ended September 30, 2024. Cost of revenue includes land cost and related land improvements including infrastructure and subdivision costs.
Cost of revenue increased to $1,123,215 for the nine months ended September 30, 2025, from $993,114 for the nine months ended September 30, 2024. Cost of revenue includes land cost and related land improvements including infrastructure and subdivision costs.
Operating Expenses
Operating expenses increased by $520,327 to $1,156,031 for the three months ended September 30, 2025, from $635,704 for the three months ended September 30, 2024.
Operating expenses increased by $1,905,589 to $3,579,904 for the nine months ended September 30, 2025, from $1,674,315 for the nine months ended June 30, 2024.
Sales and marketing costs increased by $52,358 to $213,243 for the three months ended September 30, 2025, from $160,885 for three months ended September 30, 2024. Sales and marketing costs increased by $92,830 to $590,693 for the nine months ended September 30, 2025, from $497,863 for the nine months ended September 30, 2024. Such increase mainly relates to the marketing efforts incurred by RCVD and ILAL during 2025. Sales costs are related to real estate’s sales commissions. Marketing costs include advertising, prospective customers’ education, travel, and accommodation.
General and administrative costs increased by $467,969 to $942,788 for the three months ended September 30, 2025, from $474,819 for the three months ended September 30, 2024. General and administrative costs increased by $1,812,759 to $2,989,211 for the nine months ended September 30, 2025, from $1,176,452 for the nine months ended September 30, 2024. General and administrative increased mainly due to a large increase in stock-based compensation expenses during 2025. Other general and administrative costs mainly include commissions paid attributable to sales.
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Other expense
Other expenses increased to $1,187,796 for the three months ended September 30, 2025, from other expenses of $528,376 for the three months ended September 30, 2024. Such change is primarily due to the change in fair value of the Company’s derivative liability and loss on debt extinguishment, with interest expense increasing period over period.
Other expenses increased to $2,309,342 for the nine months ended September 30, 2025, from $974,561 for the nine months ended September 30, 2024. Such change is primarily due to the change in fair value of the Company’s derivative liability loss on debt extinguishment, with interest expense decreasing period over period.
Net Income (Loss)
The Company finished the three months ended September 30, 2025, with a net loss of $2,196,465, as compared to a net loss of $251,598 for the three months ended September 30, 2024. The decrease in our net income resulted from the reasons outlined above.
The Company finished the nine months ended September 30, 2025, with a net loss of $5,133,913 as compared to net income of $3,492,250 for the nine months ended September 30, 2024. The decrease in our net income resulted from the reasons outlined above.
The factors that will most significantly affect future operating results will be:
| ■ | The positive effect of implemented sales and marketing initiatives to drive opportunities into our various projects. | |
| ■ | The quality of our amenities. | |
| ■ | The global economy and the demand for vacation homes. | |
| ■ | The sale price of future plots and home construction compared to the sale price in other resorts in Mexico. | |
| ■ | The prime location of our projects. |
Other than the foregoing we do not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on our revenues or expenses.
Capital Resources and Liquidity
Cash was $24,085 and $26,120 as of September 30, 2025, and December 31, 2024, respectively. As shown in the accompanying financial statements, we recorded net loss of $5.1 million for the nine months ended September 30, 2025. Our working capital deficit as of September 30, 2025, was $14.3 million. These factors and our ability to raise additional capital to accomplish our objectives, raises substantial doubt about our ability to continue as a going concern. We expect our expenses will continue to increase during the foreseeable future as a result of increased operations, increased construction activity and the development of current and future projects which include our current business operations.
We anticipate generating increased revenues over the next twelve months, as we continue to market the sale of plots held for sale at our various project sites, and generate cash from the sale of house construction at our properties.
If the Company is not successful with its marketing efforts to increase sales, the Company will continue to experience a shortfall in cash, and it will be necessary to obtain funds through equity or debt financing in sufficient amounts or to further reduce its operating expenses in a manner to avoid the need to curtail its future operations.
Operating Activities
Net cash flows used in operating activities for the nine months ended September 30, 2025, was $1,201,790 which resulted primarily due to net loss of $5,133,913, offset by non-cash share-based compensation of $2,440,624, change in fair value of derivative liability of $682,653, loss on extinguishment of debt of $537,969, amortization of debt discount of $168,641 and by net change in assets and liabilities of $102,236.
Net cash flows provided by operating activities for the nine months ended September 30, 2024, was $741,721 which resulted primarily due to net income of $3,492,250, non-cash share-based compensation of $515,537, depreciation of $87,250, and change in fair value of derivative liability of $229,814, offset by net change in assets and liabilities of $3,123,502.
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Investing Activities
Net cash flows used in investing activities was $97,047 for the nine months ended September 30, 2025. The funds were used for additional investment for land development.
Net cash flows used in investing activities was $513,138 for the nine months ended September 30, 2024. The funds were used for the development of the various projects and additional investment for land development.
Financing Activities
Net cash flows provided by financing activities for the nine months ended September 30, 2025, was $1,296,802, primarily from cash proceeds from other loans for $350,000, cash proceeds from convertible notes of $1,146,100 and cash proceeds from related party promissory notes of $112,561, offset by repayments of related party notes and convertible notes, and dividends paid on preferred stock.
Net cash flows used in financing activities for the nine months ended September 30, 2024, was $365,491, primarily from cash proceeds from related parties for aggregate amount of $203,541, cash payments for convertible notes of $177,730, cash proceeds from other loans for $190,376, cash proceeds from promissory notes of $75,000, dividends paid of $91,678, and cash payments on promissory notes of $565,000.
As a result of these activities, we experienced an increase in cash of $66,305 for the nine months ended September 30, 2025.
Our ability to continue as a going concern is dependent on our success in obtaining additional financing from investors or from the sale of our common shares.
Critical Accounting Polices
In December 2001, the SEC requested that all registrants list their “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our accounting policies are disclosed in Note 2 of our audited consolidated financial statements included herein. We consider the following accounting policies critical to the understanding of the results of our operations:
| ■ | Going concern. It requires readers to rely on management’s representation on financial forecast. |
| ■ | Revenue recognition. It requires judgement to determine when a contract exists, when performance obligations are met and the estimated variable consideration if any. |
| ■ | Issuance of debt with attached financial instruments. Some instruments carry embedded features that require bifurcation from host instrument and accounting as derivative liability. |
| ■ | Accounting of the Company’s equity-method investment. Indeed, it requires judgement by management to determine whether there is significant influence or control over the Company’s investee. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over these policies. |
There have been no material changes to our critical accounting policies as compared to the critical accounting policies and significant judgments and estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on May 21, 2025.
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Off-balance Sheet Arrangements
During the period ended September 30, 2025, we have not engaged in any off-balance sheet arrangements.
New and Recently Adopted Accounting Standards
For a listing of our new and recently adopted accounting standards, see Note 2, Summary of Significant Accounting Policies, to the Notes to the condensed consolidated financial statements in “Part I, Item 1. condensed consolidated financial statements” of this Quarterly Report.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not required under Regulation S-K for “smaller reporting companies.”
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer (Principal Executive Officer) and the Chief Financial Officer (Principal Financial Officer), to allow for timely decisions regarding required disclosure. In designing and evaluating disclosure controls and procedures, the Company recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
The Company conducted an evaluation under the supervision and with the participation of management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of its disclosure controls and procedures as of September 30, 2025, as defined in Rule 13a -15(e) and Rule 15d -15(e) under the Exchange Act. This evaluation was carried out under supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, our disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting related to the lack of adequate accounting and finance personnel, inadequate controls over maintenance of records, inadequate internal controls relating to the authorization, recognition, capture, and review of transactions, facts, circumstances, and events that could have a material impact on the Company’s financial reporting process as further discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, and which the Company determined continued to exist as of September 30, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the nine months ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
On April 8, 2025, CleanSpark, Inc. (“CleanSpark”) initiated a civil action against the Company in the United States District Court for the Southern District of California (Civil Action No. 25CV829 RBMMSB) (the “Action”), in which CleanSpark alleges that the Company has breached the Securities Purchase Agreement, dated October 31, 2019, by and through which CleanSpark purchased shares of Series B Preferred Stock from the Company, and CleanSpark alleges that thirty-four events have occurred triggering pricing adjustment. CleanSpark asserts claims for breach of contract and breach of the implied duty of good faith and fair dealing. The lawsuit is at its inception. The Company denies any liability or breaches of the Agreement, and it intends to vigorously defend the Action.
Other than as set forth above, the Company is not currently involved in any material disputes or litigation matters.
Item 1A. Risk Factors
You should carefully review and consider the information regarding certain factors that could materially affect our business, financial condition or future results set forth under Part I, Item 1A, Risk Factors, contained in our Annual Report on Form 10-K for Fiscal 2024, as filed with the SEC on May 21, 2025. The risk factors described in the fiscal year ended 2024 Form 10-K have not materially changed.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None besides shares issued for share-based compensation.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None.
Item 6. Exhibits
| (a) | Exhibits |
| Exhibit No. | Description | |
| 31.1* | Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2022 | |
| 32.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2* | Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101* | Inline XBRL Document set for the financial statements and accompanying notes in Part I, Item 1, of this Quarterly Report on Form 10-Q | |
| 104* | Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. |
Exhibits designated by the symbol * are filed or furnished with this Quarterly Report on Form 10-Q
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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.
| Date: | November 19, 2025 | International Land Alliance, Inc. | ||
| By: | /s/ Frank Ingrande | |||
| Chief Executive Officer (Principal Executive Officer) | ||||
| By: | /s/ Jason Sunstein | |||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||||
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Exhibit 31.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Frank Ingrande, certify that:
1. I have reviewed this quarterly report on Form 10-Q of International Land Alliance, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared.
b) designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: November 19, 2025 | |
| /s/ Frank Ingrande | |
| Frank Ingrande | |
| Principal Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Jason Sunstein, certify that:
1. I have reviewed this quarterly report on Form 10-Q of International Land Alliance, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared.
b) designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: November 19, 2025 | |
| /s/ Jason Sunstein | |
| Jason Sunstein | |
| Principal Financial and Accounting Officer and a Director |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Frank Ingrande, Principal Executive Officer of International Land Alliance, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 that:
(1) The Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2025, (the “Report”) fully complies with the requirements of § 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.
| Date: November 19, 2025 | |
| /s/ Frank Ingrande | |
| Frank Ingrande | |
| Principal Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Jason Sunstein, Chief Financial Officer, Principal Financial Officer and Director of International Land Alliance, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 that:
(1) The Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2025, (the “Report”) fully complies with the requirements of § 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.
| Date: November 19, 2025 | |
| /s/ Jason Sunstein | |
| Jason Sunstein | |
| Principal Financial and Accounting Officer and a Director |