International Land Alliance Inc 10-K for FY2023

International Land Alliance Inc. (ILAL)

10-K 2024-06-27 For: 2023-12-31

Added on April 06, 2026

About this 10-K

International Land Alliance Inc filed this 10-K on June 27, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $7.06M
Net loss: $2.07M; compared with a net loss of $10.42M a year earlier
Diluted EPS: -$0.03; compared with -$0.29 a year earlier

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Wyoming		46-3752361
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, par value $0.001		ILAL		OTCMKTS

Large-accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
			Emerging growth company ☐

		Page

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS		3
PART I
Item 1.	Description of Business	4
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	18
Item 1C.	Cybersecurity	18
Item 2.	Properties	18
Item 3.	Legal Proceedings	18
Item 4.	Mine Safety Disclosures	18

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6.	Selected Financial Data	21
Item 7.	Management’s Discussion and Analysis Of Financial Condition and Results of Operation	22
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	26
Item 8.	Financial Statements and Supplementary Data	26
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	27
Item 9A.	Controls and Procedures	27
Item 9B.	Other Information	28

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	28
Item 11.	Executive Compensation	31
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	33
Item 13.	Certain Relationships and Related Transactions, and Director independence	34
Item 14.	Principal Accountant Fees and Services	34

PART IV
Item 15.	Exhibits; Financial Statement Schedules	34

SIGNATURES		35

●	better knowledge of local demand;
●	superior understanding of the entitlement and acquisition process;
●	affordable high-quality homes and aggressive marketing;
●	long term relationships with local regulatory authorities, landowners, designers, and contractors; and
●	faster and less cumbersome financing processes.

●	develop and identify new prospective purchasers of our real estate
●	compete with larger, more established competitors in the real estate development industry;
●	maintain and enhance our brand recognition; and
●	adapt to meet changes in our markets and competitive developments.

●	development projects in which we have invested may be abandoned and the related investment will be impaired;
●	we may not be able to obtain, or may experience delays in obtaining, all necessary zoning, land-use, building, occupancy and other governmental permits and authorizations;
●	we may not be able to obtain land on which to develop;
●	we may not be able to obtain financing for development projects, or obtain financing on favorable terms;
●	construction costs of a project may exceed the original estimates or construction may not be concluded on schedule, making the project less profitable than originally estimated or not profitable at all (including the possibility of contract default, the effects of local weather conditions, the possibility of local or national strikes and the possibility of shortages in materials, building supplies or energy and fuel for equipment);
●	upon completion of construction, we may not be able to obtain, or obtain on advantageous terms, permanent financing for activities that we financed through construction loans; and
●	we may not achieve sufficient occupancy levels and/or obtain sufficient rents to ensure the profitability of a completed project.

Fiscal 2022	Low		High
First Quarter	$	0.32	$	0.85
Second Quarter	$	0.29	$	0.50
Third Quarter	$	0.12	$	0.45
Fourth Quarter	$	0.08	$	0.30

Fiscal 2023	Low		High
First Quarter	$	0.06	$	0.16
Second Quarter	$	0.06	$	0.19
Third Quarter	$	0.05	$	0.36
Fourth Quarter	$	0.05	$	0.29

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans not approved by security holders		-		-		-
Equity compensation plans approved by security holders		2,150,000	$	0.20		2,850,000
Total		2,150,000	$	0.20		2,850,000

	■	*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. 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 $13.5 million, 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.

	■	During the year ended December 31, 2023, the Company 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 for the year ended December 31, 2023.

	■	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 2024, as we continue to follow the necessary steps to complete this legal process. However, there is no assurance that such transfer of title will occur on above timeframe or at all.

	For the years ended
	December 31, 2023			December 31, 2022
Revenues and lease income	$	7,058,479		$	-

Cost of revenue		927,903			-

Gross profit		6,130,576			-

Operating expenses
Sales and marketing		1,218,921			1,085,300
Impairment loss		260,674			4,158,243
General and administrative expenses		2,875,868			3,107,457
Total operating expenses		4,355,463			8,351,000

Income (loss) from operations		1,775,113			(8,351,000	)

Other income (expense)
Other income		-			540
Loss from equity-method investment		-			(422,493	)
Loss from debt extinguishment		(1,140,446	)		-
Loss from related party debt extinguishment		-			(78,508	)
Change in fair value derivative liability		(775,555	)		(33,992	)
Interest expense		(1,932,392	)		(1,532,186	)
Total other expense		(3,848,392	)		(2,066,639	)

Net loss	$	(2,073,281	)	$	(10,417,639	)

■	The acquisition of land with lots for sale and house construction.
■	The sale price of future lots, compared to the sale price of lots in other resorts in Mexico.
■	The cost to construct a home on the lots to be transferred, and the quality of construction.
■	The quality of our amenities.
■	The effectiveness of our sales and marketing strategies.
■	The global economy and the demand for vacation homes.
■	The on-going effect of COVID-19 on the US and Global economy.
■	The access to capital financing to continue the development of our existing projects and acquire new projects.

	●	Curtail our operations significantly, or
	●	Seek arrangements with strategic partners or other parties that may require us to relinquish significant rights to our development of resorts and correlated services, or
	●	Explore other strategic alternatives including a merger or sale of our Company.

■	Going concern. It requires 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.

Report of Independent Registered Public Accounting Firm(PCAOB ID No: 6797)	F-2

Report of Independent Registered Public Accounting Firm (PCAOB ID No: 2738)	F-3

Consolidated Balance Sheets as of December 31, 2023, and 2022	F-5

Consolidated Statements of Operations for the Years Ended December 31, 2023, and 2022	F-6

Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2023, and 2022	F-7

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, and 2022	F-9

Notes to Financial Statements	F-10 to F-36

	December 31, 2023			December 31, 2022
ASSETS
Current assets
Cash	$	140,247		$	49,374
Accounts receivable		1,652,086			-
Prepaid and other current assets		16,815			49,198
Total current assets		1,809,148			98,572

Land		15,551,526			203,419
Buildings, net		1,818,825			863,745
Furniture and equipment, net		2,677			1,877
Other non-current assets		53,468			-
Goodwill		11,118,187			-

Total assets	$	30,353,831		$	1,167,613

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities	$	1,431,676		$	675,202
Accounts payable and accrued liabilities related parties		361,223			189,266
Accounts payable and accrued liabilities		361,223			189,266
Deferred revenue		4,521,222			-
Accrued interest		1,756,937			352,884
Accrued interest related party		-			132,841
Accrued interest		-			132,841
Contract liability		93,382			85,407
Deposits		20,500			20,500
Derivative liability		781,924			531,527
Convertible notes, net of debt discounts		652,077			558,657
Convertible note RCVD acquisition		8,900,000			-
Promissory notes, net of debt discounts		2,674,762			1,885,616
Promissory notes, net discounts – Related Parties		104,498			1,286,695
Promissory notes, net discounts		104,498			1,286,695
Other loans		7,358,600			-
Total current liabilities		28,656,801			5,718,595

Promissory notes, net of current portion		-			-

Total liabilities		28,656,801			5,718,595

Commitments and Contingencies (Note 11)		-			-

Preferred Stock Series B (Temporary Equity)		293,500			293,500
Preferred Stock Series C (Temporary Equity)		310,000			-
Total Temporary Equity		603,500			293,500

Stockholders’ Equity (Deficit)

Preferred stock; $0.001 par value; 2,000,000 shares authorized; 28,000 Series A shares issued and outstanding as of December 31, 2023 and December 31, 2022		28			28
1,000 Series B shares issued and outstanding as of December 31, 2023 and December 31, 2022		1			1
3,100 Series C shares issued and outstanding as of December 31, 2023 and 0 shares issued and outstanding as of December 31, 2022.		3			-
17,000 Series D shares issued and outstanding as of December 31, 2023 and 0 shares issued and outstanding as of December 31, 2022		17			-
Preferred stock value		17			-
Common stock; $0.001 par value; 150,000,000 shares authorized; 79,658,165 and 76,658,165 shares issued and outstanding as of December 31, 2023, respectively, and 43,499,423 shares issued and outstanding as of December 31, 2022.		79,658			43,500
Additional paid-in capital		28,476,622			20,233,446
Common stock payable		31,939			-
Treasury stock (3,000,000 shares as of December 31, 2023)		(300,000	)		-
Accumulated deficit		(27,194,738	)		(25,121,457	)
Total stockholders’ equity (deficit)		1,093,530			(4,844,482	)

Total liabilities and stockholders’ equity (deficit)	$	30,353,831		$	1,167,613

	December 31, 2023			December 31, 2022
	For the Years Ended,
	December 31, 2023			December 31, 2022

Net revenues and lease income	$	7,058,479		$	-

Cost of revenues		927,903			-

Gross profit		6,130,576			-

Operating expenses
Sales and marketing		1,218,921			1,085,300
Impairment loss		260,674			4,158,243
General and administrative expenses		2,875,868			3,107,457
Total operating expenses		4,355,463			8,351,000

Income (loss) from operations		1,775,113			(8,351,000	)

Other income (expense)
Other income		-			540
Loss from debt extinguishment		(1,140,446	)		-
Loss from equity-method investment					(422,493	)
Loss from related party debt extinguishment		-			(78,508	)
Change in fair value derivative liability		(775,555	)		(33,992	)
Interest expense		(1,932,391	)		(1,532,186	)
Total other expense		(3,848,392	)		(2,066,639	)

Net loss	$	(2,073,281	)	$	(10,417,639	)

Preferred stock dividends		1,082,825			-

Net loss applicable to common shareholders	$	(3,156,106	)	$	(10,417,639	)

Loss per common share - basic and diluted	$	(0.03	)	$	(0.29	)

Weighted average common shares outstanding - basic and diluted		68,368,501			35,605,172

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Stock			Capital			Payable		Deficit			Deficit
	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			Deficit
Balance, December 31, 2022		28,000	$	28		1,000	$	1		-		-		-		-		43,499,423	$	43,500		-		$	20,233,446		$	-	$	(25,121,457	)	$	(4,844,482	)
Common shares issued from related party acquisition		-		-		-		-		-		-		-		-		20,267,310		20,267		-			1,779,733			-		-			1,800,000
Fair value common shares warrants issued from related party acquisition		-		-		-		-		-		-		-		-		-		-		-			2,674,976			-		-			2,674,976
Reciprocal interest in business acquisition		-		-		-		-		-		-		-		-		-				(300,000	)		-			-		-			(300,000	)
Common stock issued for warrant exercise		-		-		-		-		-		-		-		-		1,410,000		1,410		-			(1,410	)		-		-			-
Common shares in escrow issued as collateral		-		-		-		-		-		-		-		-		2,000,000		2,000		-			258,000			-		-			260,000
Warrants issued pursuant to Series C Preferred Stock		-		-		-		-		-		-		-		-		-		-		-			18,504			-		-			18,504
Series C Preferred Stock issued for cash		-		-		-		-		3,100		3		-		-		-		-		-			-			-		-			3
Dividend on Series C Preferred		-		-		-		-		-		-		-		-		-		-		-			(94,428	)		-		-			(94,428	)
Common shares issued for cash		-		-		-		-		-		-		-		-		500,000		500		-			49,500			-		-			50,000
Common shares issued pursuant to promissory notes		-		-		-		-		-		-		-		-		100,000		100		-			16,900			31,939		-			48,939
Stock-based compensation		-		-		-		-		-		-		-		-		-		-		-			234,141			-		-			234,141
Common stock issued for consulting services		-		-		-		-		-		-		-		-		2,953,000		2,953		-			446,047			-		-			449,000
Common stock issued from debt conversion		-		-		-		-		-		-		-		-		8,928,432		8,928		-			1,673,851			-		-			1,682,779
Warrants issued pursuant to Series C Preferred Stock		-		-		-		-		-		-		-		-		-		-		-			105,392			-		-			105,392
Series D Preferred shares issued for the conversion of related party debt		-		-		-		-		-		-		17,000	$	17		-		-		-			1,586,146			-		-			1,586,163
Settlement of derivative liability		-		-		-		-		-		-		-		-		-		-		-			518,646			-		-			518,646
Dividends on Series B Preferred Stock		-		-		-		-		-		-		-		-		-		-		-			(1,022,822	)		-		-			(1,022,822	)
Net loss		-		-		-		-		-		-		-		-		-		-		-			-			-		(2,073,281	)		(2,073,281	)
Balance, December 31, 2023		28,000	$	28		1,000	$	1		3,100		3		17,000	$	17		79,658,165	$	79,658	$	(300,000	)	$	28,476,622		$	31,939	$	(27,194,738	)	$	1,093,530

Name of Consolidated Subsidiary or Entity	State or Other Jurisdiction of Incorporation or Organization	Attributable Interest
ILA Fund I, LLC	Wyoming		100	%
International Land Alliance, S.A. de C.V. (ILA Mexico)	Mexico		100	%
Rancho Costa Verde Development, LLC	Nevada		100	%
Emerald Grove Estates, LLC	California		100	%
Oasis Park Resort, LLC	Wyoming		100	%
Plaza Bajamar, LLC	Wyoming		100	%
Plaza Valle Divino, LLC	Wyoming		100	%

	■	Liability for legal contingencies.
	■	Useful lives of building.
	■	Assumptions used in valuing equity instruments.
	■	Deferred income taxes and related valuation allowance.
	■	Going concern.
	■	Assessment of long-lived asset for impairment.
	■	Significant influence or control over the Company’s equity-method investee.
	■	Revenue recognition.

	Fair Value Measurements at December 31, 2023 Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Derivative liability	$	-	$	-	$	781,924	$	781,924
Total	$	-	$	-	$	781,924	$	781,924

	Derivative
	Liability
Balance December 31, 2022	$	531,527

New derivative from convertible notes		208,464
Settlement by debt extinguishment		(733,622	)
Change in estimated fair value		775,555
Balance December 31, 2023	$	781,924

	For Years Ending December 31,
	2023		2022

Expected term		1 month – 1 year		0.5 -1 year
Exercise price		0.03 - $0.13		$0.10-$0.43
Expected volatility		176% - 232%		155%-162%
Expected dividends		None		None
Risk-free interest rate		5.03% - 5.55%		2.93%-4.73%
Forfeitures		None		None

Classification	Life
Buildings		20 years
Furniture and equipment		5 years

	■	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.

	For the year ended December 31, 2023		For the year ended December 31, 2022

Options		6,000,000		6,000,000
Warrants		3,867,500		3,867,500
Total potentially dilutive shares		9,867,500		9,867,500

	Useful life	December 31, 2023			December 31, 2022
Land – Emerald Grove		$	203,419		$	203,419

Land – Rancho Costa Verde Development		$	22,797,221		$	-

Furniture & equipment, net	5 years	$	2,677		$	1,877

Building – Emerald Grove	20 years		2,591,421			1,048,138
Less: Accumulated depreciation			(772,596	)		(184,393	)

Building, net		$	1,818,825		$	863,745

	December 31, 2023			December 31, 2022

Cash Call note payable, due August 2020 – past maturity	$	24,785		$	24,785
Cash Call note payable, due August 2020 – past maturity	$	24,785		$	24,785
Elder note payable, 10% interest, due March 2020 – past maturity		1,500			1,500
Elder note Payable, 15% interest, due March 2021- past maturity		76,477			76,477
Griffith note Payable, 15% interest, due May 2024		250,000			-
Banker note Payable, 15% interest, due October 2023 – past maturity		97,500			-
Robles note Payable, 10% interest, due November 2023 – past maturity		37,500			-
Victrix note payable, 20% interest, due March 2024		400,000			-
Redwood Trust note payable, 12% interest, due January 2024		1,787,000			1,787,000
Total Notes Payable	$	2,674,762		$	1,889,762
Less discounts		-			(4,146	)

Total Promissory notes, net of discount		2,674,762			1,885,616

Less current portion		(2,674,762	)		(1,885,616	)

Total Promissory notes, net of discount - long term	$	-		$	-

	December 31, 2023			December 31, 2022

1800 Diagonal convertible note #1, 9% interest, due July 2023		-			85,000
1800 Diagonal convertible note#2, 9% interest, due September 2023		-			64,250
1800 Diagonal convertible note #3, 9% interest, due October 2023		-			122,488
1800 Diagonal convertible note #5, 9% interest, due June 2024		55,000			-
1800 Diagonal convertible note #6, 10% interest, due September 2024		68,511			-
1800 Diagonal convertible note #7, 10% interest, due September 2024		61,600			-
Mast Hill convertible note, 16% interest, due March 2023 (in default)		250,000			250,000
Blue Lake convertible note, 16% interest, due March 2023 (in default)		250,000			250,000
International Real Estate Development, 5% interest, due March 2024		8,900,000			-
Total convertible notes	$	9,585,111		$	771,738
Less discounts		(33,034	)		(213,081	)

Total convertible notes, net of discount		9,552,077			558,657

Less current portion		(9,552,077	)		(558,657	)

Total convertible notes, net of discount - long term	$	-		$	-

	December 31, 2023		December 31, 2022
RAS Real Estate LLC – Past maturity	$	-	$	249,589
Six-Twenty Management LLC – On demand		-		960,746
Frank Ingrande – On demand		10,394		-
Lisa Landau – On demand		94,104		76,359
Total promissory notes, net of discount current	$	104,498	$	1,286,694

	January 3, 2023

Fair value of common stock	$	1,800,000
Fair value of common stock warrants		2,674,972
Promissory notes	$	8,900,000
Fair value of consideration transferred	$	13,374,972

	January 3, 2023
Cash	$	321,916
Accounts receivable		1,900,388
Other current assets		342,574
Fixed Assets		16,213,967
Accounts payable and accrued expenses		(652,329	)
Mortgage loans		(6,576,566	)
Related party notes		(16,545	)
Deferred revenue		(9,276,620	)
Net Assets Acquired	$	2,256,785
Goodwill		11,118,187
Total consideration	$	13,374,972

	2023			2022
	Years Ended December 31,
	2023			2022
Pro forma net revenues		1,090,617			1,516,622
Pro forma net loss		(1,110,022	)		(926,798	)