8-K
International Land Alliance Inc. (ILAL)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2021
INTERNATIONAL
LAND ALLIANCE, INC.
(Exactname of Registrant as specified in its Charter)
| wyoming | 000-56111 | 46-3752361 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> No.) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
350 10^th^ Av., Suite 1000, San Diego, CA 92101
(Address of principal executive offices)
(877) 661-4811
(Registrant’s Telephone Number)
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| Title<br> of each class | Trading<br> symbol(s) | Name<br> of each exchange on which registered |
| --- | --- | --- |
| Common<br> Stock | ILAL | OTC:QB |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☒
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 ☒
In this Current Report on Form 8-K, “Company,” “our company,” “us,” “ILAL,” and “our” refer to International Land Alliance, Inc., unless the context requires otherwise.
FORWARD-LOOKING
STATEMENTS
Our disclosure and analysis in this Current Report on Form 8-K contains some forward-looking statements. Certain of the matters discussed concerning our operations, cash flows, financial position, economic performance and financial condition, and the effect of economic conditions include forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, including projections of orders, sales, operating margins, earnings, cash flow, research and development costs, working capital, capital expenditures and other projections, they are subject to several risks and uncertainties.
Investors are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements.
As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections may be better or worse than projected. Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events. You are advised, however, to consult any additional disclosures we make in our reports on Form 10-K, Form 10-Q, Form 8-K, or their successors.
Item1.02 Termination of a Material Definitive Agreement
On December 14, 2021, International Land Alliance, Inc. (OTCQB:ILAL), (“ILA” or the “Company”), an international land investment and development firm, executed a rescission agreement with a private grower of hemp, which terminated any and all of its interest, directly or indirectly, in the lease of a small portion of its land in Southern California for the growing of hemp. The Company, who is a developer of land for resorts and commercial buildings, will begin subdividing the property for the construction of residential homes. The Company was never in the hemp business and acted strictly as a Lessor. Pursuant to the rescission agreement the Company will be paid $150,000 over the next two years, which includes $100,000 previously loaned to the venture for the purposes of improvements to the property.
Item7.01 Regulation FD Disclosure
On December 28, 2021, ILA issued a press release announcing the termination and rescission of its lease agreement for the growing of hemp. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing of Basic’s under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued December 28, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTERNATIONAL<br> LAND ALLIANCE, INC. | ||
|---|---|---|
| Date:<br> December 28, 2021 | By: | /s/ Roberto Valdes |
| Roberto<br> Valdes | ||
| Chief<br> Executive Officer |
Exhibit99.1
InternationalLand Alliance Exits CBD Hemp Joint Venture
ProfitableShort-Term Land Lease for Hemp will be Transitioned to Subdividing Property for
Construction of Residential Homes
SANDIEGO, CALIFORNIA, December 28, 2021 — International Land Alliance, Inc. (OTCQB:ILAL), (“ILA” or the “Company”), an international land investment and development firm, exited its joint venture agreement with a privately-held California hemp grower (“Grower”) for commercial hemp operations on 40 acres of the Company’s Southern California property to begin the due diligence process of subdividing the property for the construction of residential homes.
The Company executed a new agreement which terminated any and all of its interest, directly or indirectly, in the lease. Pursuant to the agreement the Company will be paid $150,000 over the next two years, which includes $100,000 previously loaned to the venture for the purposes of improvements to the property.
“As historic demand for homes in Southern California continues to grow, and with land prices at a premium, we believe the best use for the property now is to subdivide for the construction of residential homes. Median prices for 5-acre lots in the surrounding area are currently $250,000, creating a profitable exit opportunity and additional income as we continue to ramp up the sales and marketing of our Baja California developments and primary business. The exit further strengthens our balance sheet which will continue to help build long-term value for our shareholders,” said Frank Ingrande, President of ILA.
The Company acquired this property in Q1 2019 for $1,100,000, which included three vacant 20-acre parcels, and one 20-acre parcel with an existing 8,000 square foot event venue currently generating revenue. In Q3 2019, the Company sold one vacant 20-acre parcel for $630,000.
AboutInternational Land Alliance, Inc.
International Land Alliance, Inc. (OTCQB:ILAL) is an international land investment and development firm based in San Diego, California. As its’ core mission, the Company has embraced technology for sustainable and socially responsible solutions, in addition to using proptech and construction tech advanced applications to meet these goals. The Company is focused on acquiring attractive raw land primarily in Northern Baja California, often within driving distance from Southern California. The Company serves its shareholders by devoting considerable time and resources to seeking out the finest sites available and obtaining the necessary development permits to build a compelling portfolio of properties, which provide a diversity of investment and living options. Please visit: www.ila.company.
SafeHarbor Statement
The press release may include certain statements that are not descriptions of historical facts but are forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section21E of the Securities Exchange Act of 1934. These forward-looking statements may include the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking terminology such as “may,” “expects,” “believes,” “anticipates,” “intends,” “projects,” or similar terms, variations of such terms or the negative of such terms. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. Such information is based upon various assumptions made by, and expectations of, our management that were reasonable when made but may prove to be incorrect. All of such assumptions are inherently subject to significant economic and competitive uncertainties and contingencies beyond our control and upon assumptions with respect to the future business decisions which are subject to change. Accordingly, there can be no assurance that actual results will meet expectation and actual results may vary (perhaps materially) from certain of the results anticipated herein.
CONTACT
Investor Relations:
Brooks Hamilton
Senior Vice President
MZ Group – MZ North America
(949) 546-6326
ILAL@mzgroup.us
www.mzgroup.us