ILAL International Land Alliance Inc (QB)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2022

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from _____________ to ____________

 

Commission file number 000-56111

 

INTERNATIONAL LAND ALLIANCE, INC.

(Exact name of small business issuer as specified in its charter)

 

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

 

350 10^th Avenue, Suite 1000, San Diego, CA 92101

(Address of principal executive offices) (Zip Code)

 

(877) 661-4811

(Issuer’s telephone number)

 

Securities registered under Section 12(b) of the Exchange Act: None

 

Securities registered under Section 12(g) of the Exchange Act:

 

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

 

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

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. Yes ☐ No ☒

 

On January 3, 2023, the registrant acquired the remaining 75% of the issued and outstanding units of Rancho Costa Verde Development, LLC (“acquiree”) under a Securities Purchase Agreement (“business acquisition”), which was previously accounted for as an equity-method investment under ASC 323 Investments- Equity Method and Joint Ventures. This business acquisition was determined to be a significant acquisition pursuant to Rule 1-02(w) of Regulation S-X. The registrant should have filed audited annual financial statements of the acquiree pursuant to Rule 3-05 of Regulation S-X and pro forma financial statements pursuant to Article 11 of Regulation S-X, within 75 days after the business acquisition was consummated with a Current Report on Form 8-K.

 

In addition, the registrant should have filed its unaudited quarterly financial statements on Form 10-Q for the three months ended March 31, 2023 by May 22, 2023, inclusive of the five day extension.

 

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large-accelerated filer, an accelerated filer, 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 ☐	Non-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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $8,657,680 based upon the price $0.43 at which the common stock was last sold as of June 30, 2022, the last business day of the registrant’s most recently completed second fiscal year, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws.

 

As of June 30, 2023, there were 64,943,897 shares of Common Stock, $0.001 par value, outstanding.

 

 

 

TABLE OF CONTENTS

 

		Page
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
PART I
Item 1.	Description of Business	4
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	19
Item 2.	Properties	19
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosures	19
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
Item 6.	Selected Financial Data	23
Item 7.	Management’s Discussion and Analysis Of Financial Condition and Results of Operation	23
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	28
Item 8.	Financial Statements and Supplementary Data	28
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	29
Item 9A.	Controls and Procedures	29
Item 9B.	Other Information	29
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	30
Item 11.	Executive Compensation	32
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	35
Item 13.	Certain Relationships and Related Transactions, and Director independence	36
Item 14.	Principal Accountant Fees and Services	36
PART IV
Item 15.	Exhibits; Financial Statement Schedules	37
SIGNATURES		38

 

 

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

The information contained in this Report includes some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.

 

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished.

 

In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition, dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products, ability to expand markets and the availability of capital or other funding on terms satisfactory to us, the continuing impact of Covid-19 and geopolitical environment of the market in which the Company operates. We disclaim any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

 

 

PART I

 

Item 1. Description of Business.

 

International Land Alliance, Inc. (the “Company”) was incorporated under the laws of the State of Wyoming on September 26, 2013 (inception).

 

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 lots, securing financing for the purchase of the lots, improving the properties infrastructure and amenities, and selling the plots to homebuyers, retirees, investors, and commercial developers.

 

On June 30, 2011, International Land Alliance, SA De CV (“ILA Mexico”) was formed as a Mexican corporation to acquire from Baja Residents Club, S.A., a related-party Mexican corporation, 497 acres south of San Felipe, Baja California, known as the Oasis Park project and also 20 acres in Ensenada, Baja California, known as the Valle Divino project. On October 1, 2013, Roberto Jesus Valdez, Jason A. Sunstein and Elizabeth Roemer transferred their interest in Oasis Park and Valle Divino real estate projects to ILA Mexico in exchange for 7,500 shares of ILA Mexico. On October 1, 2013, we issued 3,750,000 shares of our common stock to each Roberto Jesus Valdez, and Jason Sunstein and 1,000,000 shares of our common stock to Elizabeth Roemer in exchange for all of the outstanding shares of ILA Mexico. As a result of this transaction, ILA Mexico became our wholly owned subsidiary.

 

On March 5, 2019, the Company received its trading symbol “ILAL” from FINRA. On April 4, 2019, the Company was approved to have its common stock traded on the OTCQB. On April 12, 2019, the Company became eligible for electronic clearing and settlement through the Depositary Trust Company (“DTC”) in the United States.

 

On March 18, 2019, the Company acquired real property located in Hemet, California, which included approximately 80 acres of land and two structures for $1.1 million. The property includes the main parcel of land with existing structures along with three additional parcels of land which are vacant lots to be used for the purpose of land development. The Company was generating lease income from this property up until October 1, 2021, at which point, the Company recognized revenue from the sale of 20 acres of land pursuant to Accounting Standard Codification (“ASC”) 606.

 

In October 2019, the Company entered into an agreement with Valdeland, S.A. de C.V.(“Valdeland”), a Mexican corporation controlled by our CEO, Roberto Valdes, to acquire 1 acre of land at the Bajamar Ocean Front Golf Resort in Ensenada, Baja California, known as the Plaza Bajamar. The transfer of title for this project is subject to approval from the Mexican government in Baja California. Although management believes that the transfer of title to the land will be approved and transferred by the end of our fiscal year of 2023, there is no assurance that such transfer of title will be approved in that time frame or at all.

 

 

On October 1, 2013, the Company entered into a promissory agreement with Grupo Jataya, S.A. DE C.V. (“Grupo”), a Mexican corporation controlled by our Chief Executive Officer, Roberto Valdes, to convey into an irrevocable trust, with ILAL named as beneficiary, to acquire 10 acres of land in Ensenada, Baja California, known as the Valle Divino, free of lien and encumbrances.

 

On July 2020, the Company filed the Articles of Organization with the California Secretary of State for Emerald Grove Estates, LLC (“Emerald Estates”). Emerald Estates is a wholly owned subsidiary of the Company. The purpose of Emerald Estates is agriculture and land development. On January 27, 2021, Jason Sunstein and ILAL granted the deed of the property in Sycamore Road, Hemet, California to Emerald Estates.

 

On May 3, 2021, the Company acquired a 25% interest in Rancho Costa Verde Development, LLC (“RCVD”). RCVD is a successful developer of a 1,100-acre, 1,200-lot master planned community in Baja California, located roughly eight (8) km north of ILA’s Oasis Park Resort. Such investment was accounted for under the equity method of investment under ASC 323 Investments – Equity method and Joint Ventures. Subsequent to December 31, 2022, the Company acquired the remaining 75% for a total contractual consideration of $13.5 million (see subsequent events in note 13).

 

Industry Overview

 

Mexico’s real estate industry has experienced a wave of growth brought about by foreign investment with the creation of investment trusts in 1993 (“fideicomiso”) and significant changes in regulations, primarily NAFTA in 1994, along with competitive land prices and the significant expansion of new business centers and factories (“Maquiladoras”) across the country over the last 10 years.

 

Most recently, this continued growth was fueled by Mexico´s enormously strong domestic market, particularly the rising middle class. In 2018, the country’s middle class was estimated to account for almost half of the total households, at about 16 million. They are expected to continue growing, with about 3.8 million more households projected to move into the middle class by 2030. Moreover, most Mexicans who move generally prefer to buy rather than to rent. Around 82% of Mexicans want to buy a property, as opposed to 18% that prefer to rent, according to Lamudi’s recent Real Estate Market Report 2018.

 

In addition to a strong domestic market, demand has also been fueled by international buyers from California seeking affordable retirement alternatives. Due to a serious housing shortage, CoreLogic data show the median price of a Southern California home, or the price at the midpoint of all sales, was $706,000 in February 2022, up 15.4% from February 2021. That’s a 12-month gain of $94,000, equivalent to a price hike of $1,800 every week. Prices hit or tied all-time highs in all but one county, Los Angeles, in the six-county region.

 

Market Opportunity

 

For years, U.S. and Canadian retirees have flocked to Mexico as an alternative overseas retirement destination that was affordable, offered desirable weather and was close to their communities of origin in North America. These attributes have made Mexico the top overseas retirement destination for older Americans, resulting in a building boom that reached its peak in 2005/06 and stretched from Playas de Tijuana-Rosarito and Los Cabos along the Baja California peninsula and from Puerto Peñasco, Sonora to Mazatlán, Sinaloa. In southern Mexico, the real estate focus has been on expanding the Cancún corridor to the Riviera Maya.

 

Mexico remains a viable retirement option for Americans aged 50 years and over, offering a reduced cost of living, lower health care expenses, and proximity to friends and family in the United States. In addition, over half of survey respondents observed that their motivation to purchase a home in Mexico was based on their desire to have a home on or near the coast that would otherwise be unattainable in the United States.

 

In addition to U.S. and Canadian citizens, Baja California has seen a noticeable increase in business from Japan and Europe. With the interest in Baja expected to continue along with Mexico’s overall economic growth, we will be well positioned to offer prospective homebuyers and investors a luxurious residence with breathtaking views for an affordable price.

 

 

Target Market

 

The Company’s projects will be marketed toward residents of the United States and Canada. Specifically, we will target the influx of Maquiladoras (manufacturing facilities run by a foreign company) moving to Mexico as well as the residents of California, Texas, Arizona and Washington for the purpose of appealing to their need for a second home or retirement property within driving distance from Southern California. The targeted market includes residents making over $50,000 or a combined household income of $150,000.

 

Our target home buyers are typically professionals who own an existing property. Many are married without children or married with several children. The target audience enjoys a vacation away from home and often seeks information regarding villas or condominiums as a second home or vacation destination. We plan to provide them with an affordable location for a vacation home in a community that surpasses all their expectations.

 

Growth Strategy

 

We believe that growth of homebuilders in Mexico has created opportunities for smaller companies with long-term experience and relationships in their local markets. We believe that we can utilize our many strengths to benefit our target market. These strengths include:

 

	●	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.

 

It is our plan to utilize these advantages to move more quickly and address the needs of those in our target market, especially retirees looking to purchase a home in Mexico.

 

Competition

 

The Mexican public real estate market is fragmented and highly competitive. We compete with numerous developers, builders, and others for the acquisition of property and with local, regional, and national developers, homebuilders, and others with respect to the sale of residential properties. We also compete with builders and developers to obtain financing on commercially reasonable terms.

 

The Company is also subject to competition from other entities engaged in the business of resort development, sales and operation, including vacation interval ownership, condominiums, hotels and motels. Some of the world’s most recognized lodging, hospitality and entertainment companies have begun to develop and sell resort properties in the Baja California area. Many of these entities possess significantly greater financial, marketing and other resources than those of the Company. Management believes that recent regulatory developments in the electricity industry and overall growth in the Mexican economy will increase competition in the real estate investment industry.

 

The Company is in the process of acquiring properties, as well as developing its marketing and sales strategy.

 

Intellectual Property

 

We currently have no patents, copyrights, trademarks and/or service marks, nor do we have any plans to file applications for such rights.

 

Marketing research

 

The Company is in the process of acquiring properties, as well as developing its marketing and sales strategy. The Company also developed an interactive website and help center to answer questions from potential home buyers. The Company launched its website during its first fiscal quarter of 2021.

 

 

Government Regulation

 

The housing and land development industries are subject to increasing environmental, building, zoning, and real estate sales regulations by various authorities. Such regulations affect home building by specifying, among other things, the type and quality of building materials that must be used, certain aspects of land use and building design. Some regulations affect development activities by directly affecting the viability and timing of projects.

 

We must obtain the approval of numerous governmental authorities that regulate such matters as land use and level of density, the installation of utility services, such as water and waste disposal, and the dedication of acreage for open space, parks, schools, and other community purposes. If these authorities determine that existing utility services will not adequately support proposed development, building moratoria may be imposed. As a result, we use substantial resources to evaluate the impact of government restrictions imposed upon new residential development. Furthermore, as local circumstances or applicable laws change, we may be required to obtain additional approvals or modifications of approvals previously obtained or we may be forced to stop work. These increasing regulations may result in a significant increase in resources between our initial acquisition of land and the commencement and the completion of developments. In addition, the extent to which we participate in land development activities subjects us to greater exposure to regulatory risks.

 

Additionally, the Mexican real estate industry is subject to substantially different regulation than the U.S. real estate industry. The Mexican constitution of 1917 prohibited foreign ownership of residential real property within approximately 31 miles (approximately 50 km) of any coastline and 62 miles (approximately 100 km) of its natural borders. All of Baja California is included in this “restricted zone.” In 1971 (further expanded in 1989 and 1993) provisions were made for a mechanism that would allow foreigners to own property in the “restricted zone.” Within the “restricted zone,” a foreigner can purchase the beneficial interest in real property through a bank trust or “fideicomiso.” Thus, virtually all property in Mexico is available for purchase by foreigners, keeping in mind that the fideicomiso, or 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 actions, i.e. rent it, make improvements, sell it, etc.

 

As long as the foreign buyer of the property adheres to laws and ordinances of Mexico and agrees not to invoke the protection of the government of his country, he may exercise the same rights as a Mexican national with regard to the use of his property.

 

Properties

 

Our corporate headquarters are located in month-to-month leased office facilities at 350 10th Ave., Suite 1000, San Diego, CA 92101.

 

Employees

 

As of the date of this filing, we have four employees, three of whom are executive officers of the Company.

 

We have and will continue to use independent contractors to assist us in accounting, marketing and selling our products.

 

Coronavirus (COVID-19)

 

In March 2020, the World Health Organization declared COVID-19 to be a pandemic. Given the rapidly expanding nature of the COVID-19 pandemic, we have undergone several national lockdowns to contain the spread of the virus, we believe there is a risk that our business, results of operations, and financial condition will be adversely affected. Potential impact to our results of operations will also depend on future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authorities and other entities to contain the COVID-19 or mitigate its impact, almost all of which are beyond our control.

 

 

As events are rapidly changing, we do not know how long the COVID-19 pandemic and the measures that have been introduced to respond to it will disrupt our operations or the full extent of that disruption. We also cannot predict how long the effects of COVID-19 and the efforts to contain it will continue to impact our business after the pandemic is under control. Governments could take additional restrictive measures to combat the pandemic that could further impact our business or the economy in the geographies in which we operate. It is also possible that the impact of the pandemic and response on our customers and markets will persist for some time after governments ease their restrictions. These measures may impact our business and financial condition as the responses to control COVID-19.

 

Item 1A. Risk Factors.

 

An investment in our securities is highly speculative and subject to numerous and substantial risks. Readers are encouraged to review these risks carefully before making any investment decision.

 

In addition to the other information provided in this filing, you should carefully consider the following risk factors in evaluating our business before purchasing any of our common stock. All material risks are discussed in this section.

 

RISKS RELATED TO OUR BUSINESS AND OPERATIONS

 

There is substantial doubt about our ability to continue as a going concern. If we do not continue as a going concern, investors will lose their entire investment.

 

Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our auditor’s report reflects that the ability of the Company to continue as a going concern is dependent upon our ability to repay or refinance our obligations, to raise additional capital and, ultimately, the achievement of significant operating revenues. If we are unable to continue as a going concern, stockholders will lose their investment. We will be required to seek additional capital to fund future growth and expansion. No assurance can be given that such financing will be available or, if available, that it will be on commercially favorable terms. Moreover, favorable financing may be dilutive to investors.

 

The Company has an accumulated deficit of $25.1 million as of December 31, 2022, and never operated at a profit and our loss for the year ended December 31, 2022, was $10.4 million. This loss and deficit may impact the future of the Company in many ways including, but not limited to, making it more difficult to borrow money, sell stock or to maintain a good trading price for our common stock.

 

The impact of any deterioration in the U.S. economy as a result of the coronavirus (COVID-19) outbreak may negatively affect our business.

 

In March 2020, the World Health Organization declared COVID-19 to be a pandemic. Given the rapidly expanding nature of the COVID-19 pandemic, we have undergone several national lockdowns to contain the spread of the virus, we believe there is a risk that our business, results of operations, and financial condition will be adversely affected. Potential impact to our results of operations will also depend on future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authorities and other entities to contain the COVID-19 or mitigate its impact, almost all of which are beyond our control.

 

As events are rapidly changing, we do not know how long the COVID-19 pandemic and the measures that have been introduced to respond to it will disrupt our operations or the full extent of that disruption. We also cannot predict how long the effects of COVID-19 and the efforts to contain it will continue to impact our business after the pandemic is under control. Governments could take additional restrictive measures to combat the pandemic that could further impact our business or the economy in the geographies in which we operate. It is also possible that the impact of the pandemic and response on our customers and markets will persist for some time after governments ease their restrictions. These measures may impact our business and financial condition as the responses to control COVID-19

 

 

Our Certificate of Incorporation and Bylaws limit the liability of, and provide indemnification for, our officers and directors.

 

Our Certificate of Incorporation generally limits our officers’ and directors’ personal liability to the Company and its stockholders for breach of fiduciary duty as an officer or director except for breach of the duty of loyalty or acts or omissions not made in good faith, or which involve intentional misconduct or a knowing violation of law. Our Certificate of Incorporation and Bylaws, provide indemnification for our officers and directors to the fullest extent authorized by the Wyoming Business Corporation Act against all expense, liability, and loss, including attorney’s fees, judgments, fines excise taxes or penalties and amounts to be paid in settlement reasonably incurred or suffered by an officer or director in connection with any action, suit or proceeding, whether civil or criminal, administrative or investigative (hereinafter a “Proceeding”) to which the officer or director is made a party or is threatened to be made a party, or in which the officer or director is involved by reason of the fact that he is or was an officer or director of the Company, or is or was serving at the request of the Company whether the basis of the Proceeding is an alleged action in an official capacity as an officer or director, or in any other capacity while serving as an officer or director. Thus, the Company may be prevented from recovering damages for certain alleged errors or omissions by the officers and directors for liabilities incurred in connection with their good faith acts for the Company. Such an indemnification payment might deplete the Company’s assets. Stockholders who have questions regarding the fiduciary obligations of the officers and directors of the Company should consult with independent legal counsel. It is the position of the Securities and Exchange Commission that exculpation from and indemnification for liabilities arising under the Securities Act of 1933, as amended, and the rules and regulations there under, is against public policy and therefore unenforceable.

 

We will need additional capital, which we may be unable to obtain.

 

Our capital requirements in connection with our development activities of our residential property’s operations have been and will continue to be significant. As of December 31, 2022, we do expect to require additional funding for more than one year in order to continue development. construction of houses, infrastructure and marketing activities associated with our properties. However, there can be no assurances that we will not need additional funding in the future or that our current cash position will be sufficient to fund any future plans to accelerate our commercialization efforts. In the event additional funding is necessary, there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.

 

We are dependent on the sale of our securities or debt to fund our operations and will remain so until we generate sufficient revenues to pay for our operating costs. Our officers and directors have made no written commitments with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees. There can be no guarantee that we will be able to successfully sell our equity or debt securities.

 

We have a potential conflict of interest with a company controlled by one of our officers and directors.

 

We have and will continue to enter into agreements with firms owned or controlled by our officers and directors. A conflict of interest will arise should a dispute occur with the respect of our rights and obligations pursuant to the agreements and those firms. Under Wyoming law, a conflict-of-interest transaction is not voidable if the transaction was fair at the time it was entered into or is approved in advance by the vote of the board of directors not having an interest in the transaction if the material facts of the transaction and the director’s interest are disclosed or known to the board prior to the vote. Each officer and director owe a fiduciary duty to the Company to present business opportunities to the Company. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors to other entities will materially affect our ability to identify and pursue business opportunities or to complete our initial business objectives.

 

Our lack of operations makes evaluating our business difficult.

 

We have almost nine years of operational history. Accordingly, our operations are subject to the risks inherent in the establishment of a new business enterprise, including access to capital, successful implementation of our business plan and limited revenue from operations. We cannot assure you that our intended activities or plan of operation will be successful or result in revenue or profit to us and any failure to implement our business plan may have a material adverse effect on the business of the Company.

 

 

To be profitable, we must:

 

	●	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.

 

We may not be successful in accomplishing these objectives. Further, our lack of operating history makes it difficult to evaluate our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development, particularly companies in highly competitive industries. The historical information in this report may not be indicative of our future financial condition and future performance. For example, we expect that our future annual growth rate in revenues will be moderate and likely be less than the growth rates experienced in the early part of our history.

 

There is no guarantee that the Company will be able to complete development of its proposed properties and profitably sell any units.

 

The Company has acquired properties and thereafter, the Company intends to construct and develop proposed resort properties as well as other residential and commercial property. There can be no assurance that the Company will complete the expected development plans or undertake to develop other resorts or complete such development if undertaken. Risks associated with the Company’s development and construction activities may include the risks that: (i) acquisition and/or development opportunities may be abandoned; (ii) construction costs of a property may exceed original estimates, possibly making the resort uneconomical or unprofitable; and (iii) construction may not be completed on schedule, resulting in decreased revenues and increased carrying cost such as taxes and interest expense. In addition, the Company’s construction activities will typically be performed by third-party contractors, the timing, quality and completion of which the Company will be unable to control.

 

Investors will have no discretion in management’s real estate investment decisions.

 

Our management will have complete discretion in making investments on our behalf in a range of real estate, which may include all types of properties. Consequently, prospective investors will not be able to evaluate for themselves the merits of the specific properties that may be acquired in the future and may not like the properties acquired. You will not be entitled to a return of your investment if you do not approve the properties purchased. Our investment decisions are not made through reliance on sophisticated mathematical models or arbitrage programs. Instead, investors are relying on the judgment of our management alone to locate suitable properties that meet our investment criteria.

 

Our proposed ownership of real estate may result in losses if demand for property declines.

 

From our current real estate projects and any future real estate project acquired, we will be subject to risks incident to the ownership of real estate, including: changes in general economic or local conditions, such as a decrease in demand for residential, commercial and industrial space due to a decrease in population or employment or changes in technology or adverse downturns in the general economy; changes to preferences that reduce the attractiveness of our properties to end users; fluctuation in mortgage rates, building ownership or operating expenses; rises and falls in undeveloped land values; costs of infrastructure, construction or other development costs; changes in supply or demand of competing properties in an area; changes in interest rates, zoning and other governmental regulations and availability of permanent mortgage funds that may render the sale of a property difficult or unattractive; increases in the cost of adequate maintenance, insurance and other operating costs, including real estate taxes, associated with one or more properties, which may occur even when a property is not generating revenue; inflation; and changes in tax laws and rates. A negative change in any of these risks could reduce the demand for any properties we may acquire and a reduction in demand could result in a loss to us in the operation of or upon the sale of any such properties we may acquire.

 

 

Property improvement costs are difficult to estimate and if costs exceed our budget, we may lose money on the development and sale of a property.

 

Acquisition of any properties for improvement, repositioning and sale entails risks such as those contemplated by us that include the following, any of which could adversely affect our financial performance and the value of your investment: Our estimate of the costs of improving or repositioning an acquired property may prove to be too low, and, as a result, the property may fail to meet our estimates of the profitability of the property, either temporarily or for a longer time. Our pre-acquisition evaluation of each new investment may not detect certain requirements, limitations, defects or necessary improvements until after the property is acquired, which could significantly increase our total costs.

 

Our operating results may suffer because of potential development and construction delays and resultant increased costs and risks which could reduce our revenues or lead to the loss of your investment.

 

We may develop properties, including unimproved real properties, upon which we will construct improvements. We may be subject to uncertainties associated with re-zoning for development, environmental concerns of governmental entities and/or community groups, and our builders’ ability to build in conformity with plans, specifications, budgeted costs and timetables. A builder’s performance may also be affected or delayed by conditions beyond the builder’s control. Delays in completing construction could also give tenants the right to terminate preconstruction leases. We may incur additional risks when we make periodic progress payments or other advances to builders before they complete construction. These and other factors can result in increased costs of a project or loss of our investment.

 

Our real estate development strategies may not be successful which could reduce our revenues or lead to the loss of your investment.

 

We may in the future engage in development activities to the extent attractive development projects become available. To the extent that we engage in development activities, we will be subject to risks associated with those activities that could adversely affect our financial condition, results of operations, cash flows and ability to pay distributions on, and the market price of, our common stock, including, but not limited to:

 

	●	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.

 

Moreover, substantial development activities, regardless of their ultimate success, typically require a significant amount of management’s time and attention, diverting their attention from our other operations.

 

The real estate market is cyclical, and a downturn of the market could increase the risk of loss of your investment.

 

Investment in real estate involves a high degree of business and financial risk, which can result in substantial losses and accordingly should be considered speculative. The market for property in Mexico and the United States tends to be cyclical, with periods in which the prices of properties rise and fall. Prices have fallen in the past and have done so for a significant period of time. Any downturn in the real estate market in the U.S. or Mexico may have a negative effect on our operations and reduce any return generated upon the sale of our property.

 

 

Many real estate costs are fixed and must be paid even if the property is not generating revenue which could increase your risk of loss of your investment.

 

Our financial results depend primarily on being able to add value and then sell properties to others on favorable terms. Many costs associated with real estate investment, such as debt service, real estate taxes and maintenance costs, generally are not reduced even when a property is not fully improved or used. Thus, even a small increase in the time to which a real estate property can be sold can result in a significant increase in the carry costs of the property. New properties that we may acquire may not produce any significant revenue immediately, and the cash flow from existing operations may be insufficient to pay the operating expenses and debt service associated with that property until the property is sold.

 

Because there is no liquid market for our properties, we may be unable to sell a property when it planned to, which could increase your risk of loss of your investment.

 

Liquidity relates to our ability to sell a property in a timely manner at a price that reflects the fair value of that property. The illiquidity of properties may adversely affect our ability to dispose of such properties in a timely manner and at a fair price at times when we deem it necessary or advantageous. The timing and likelihood of liquidation events is uncertain and unpredictable and affected by general economic and property-specific conditions. There may not be a market, or the market may be very limited, for the real estate that we will try to sell, even though we will make appropriate efforts to cover the available market. Investments in real properties are generally not liquid. We may not be able to dispose of future properties within its anticipated time schedule and the sales of such properties may not be made at the prices projected by us.

 

We are subject to zoning and environmental controls that may restrict the use of our property.

 

Governmental zoning and land use regulations may exist or be promulgated that could have the effect of restricting or curtailing certain uses of our real estate. Such regulations could adversely affect the value of any of our properties affected by such regulations. In recent years real estate values have also sometimes been adversely affected by the presence of hazardous substances or toxic waste on, under or in the environs of the property. A substance (or the amount of a substance) may be considered safe at the time the property is purchased but later classified by law as hazardous. Owners of properties have been liable for substantial expenses to remedy chemical contamination of soil and groundwater at their properties even if the contamination predated their ownership. Although we intend to exercise reasonable efforts to assure that no properties are acquired that give rise to such liabilities, chemical contamination cannot always be detected through readily available means, and the possibility of such liability cannot be excluded.

 

Under various foreign, federal, state and local laws, ordinances and regulations, we may be required to investigate and clean up certain hazardous or toxic substances released on or in properties we own or operate, and also may be required to pay other costs relating to hazardous or toxic substances. This liability may be imposed without regard to whether we knew about the release of these types of substances or were responsible for their release. The presence of contamination or the failure to remediate property’ contaminations at any of our properties may adversely affect our ability to sell or lease the properties or to borrow using the properties as collateral. The costs or liabilities could exceed the value of the affected real estate. We have not been notified by any governmental authority, however, of any non-compliance, liability or other claim in connection with any of our properties, and we are not aware of any other environmental condition with respect to any of our properties that management believes would have a material adverse effect on our business, assets or results of operations taken as a whole.

 

Although we will attempt to determine the environmental condition of each property as part of our due diligence, we cannot be certain that this investigation will reveal all conditions that may impose an obligation on us to mitigate the environmental condition. If we were subject to environmental liability, which could be imposed based on our ownership of its property; such liability could adversely affect the value of your investment.

 

 

We may be subject to partially uninsured losses that may require substantial payments which could reduce the value of your investment.

 

We currently carry a $2,000,000 general liability policy for the Company. On Emerald Grove we have a comprehensive homeowner’s policy which also extends to the three (3) vacant parcels. Any ILA, vacant lot buyers or homebuyers will be encouraged to carry their own individual insurance policies. In addition, if losses occur, they may exceed insurance policy limits, and policies may contain exclusions with respect to various types of losses or other matters. Consequently, all or a portion of our properties may not be covered by disaster insurance and insurance may not cover all losses which could reduce the value of your investment.

 

We cannot control certain factors affecting the performance and value of a property, which may cause the value of that property and your investment to decline.

 

The economic performance and value of our real estate assets will be subject to the risks described below that are normally associated with changes in national, regional, and local political, economic and market conditions. These factors may adversely affect the ability of our customers to buy our real estate. Other local economic conditions that may affect the performance and value of the properties include the local economy of a given real estate project; competition for buyers, including competition based on attractiveness and location of the property; and the quality of amenities a project has to offer. In addition, other factors may affect the performance and value of a property adversely, including changes in laws and governmental regulations (including those governing usage, zoning and taxes), changes in interest rates (including the risk that increased interest rates may result in a decline in the liquidity of our properties), declines in housing or commercial property purchases and the availability of financing. Adverse changes in any of these factors, each of which is beyond our control, could reduce the cash flow that we receive from our properties, and adversely affect the value of your investment.

 

If we choose to carry debt, inability to make secured debt payments could result in loss of mortgaged property and reduce the value of your investment.

 

The Company carries secured and unsecured promissory notes. Debt financing carries many risks, including refinancing difficulties, loss of mortgaged properties, reduced ability to obtain new financing and increases in interest. We may choose to use debt financing in connection with future properties. If we cannot meet our secured debt obligations, the lender could take the collateral and we would lose both the secured property and the income, if any, it produces. Foreclosure on mortgaged properties or an inability to refinance existing indebtedness would likely have a negative impact on our financial condition and results of operations. We could have to pay substantial legal costs in connection with foreclosure of a property, and thus be subject to a deficiency judgment if the foreclosure sale amount is insufficient to satisfy the mortgage.

 

Rising interest rates could adversely affect our interest expense and cash flow and reduce the value of your investment.

 

We may borrow money at variable interest rates in the future to finance operations. Increases in interest rates would increase our interest expense on our variable rate debt, which would adversely affect cash flow and our ability to service our debt and make distributions to us.

 

Our lack of an established brand name and relative lack of resources could negatively impact our ability to effectively compete in the real estate market, which could reduce the value of your investment.

 

We do not have an established brand name or reputation in the real estate business. We also have a relative lack of resources to conduct our business operations. Thus, we may have difficulty effectively competing with companies that have greater name recognition and resources than we do. Presently, we have no patents, copyrights, trademarks and/or service marks that would protect our brand name or our proprietary information, nor do we have any current plans to file applications for such rights. Our inability to promote and/or protect our brand name may have an adverse effect on our ability to compete effectively in the real estate market.

 

 

We may make changes to our business, investment, leverage and financing strategies without stockholder consent, which could reduce the value of your investment.

 

Our discussions with various individuals concerning various properties or projects have included general discussions of acquiring properties directly either ourselves or in a joint venture with others or of developing properties either ourselves or in a joint venture with others. There is no limitation in the amount of funds we may invest in either property acquisition or property development. There is no limitation on or percentage allocation of funds or assets between property acquisition and property development, or between 100% ownership and joint venture ownership. Further, as the market evolves, we may change our business, investment and financing strategies without a vote of, or notice to, our stockholders, which could result in our making investments and engaging in business activities that are different from, and possibly riskier than, the investments and businesses described in this filing. In particular, a change in our investment strategy, including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk, default risk and real estate market fluctuations. In addition, we may in the future use leverage at times and in amounts deemed prudent by our management in its discretion, and such decision would not be subject to stockholder approval. Changes to our strategies with regards to the foregoing could materially and adversely affect our financial condition, results of operations.

 

We depend heavily on key personnel, and turnover of key senior management could harm our business.

 

Our future business and results of operations depend in significant part upon the continued contributions of our Chief Executive Officer, Chief Financial Officer and President. If we lose their services or if they fail to perform in their current position, or if we are not able to attract and retain skilled employees as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key officers in managing the product acquisition, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future.

 

Our future results and reputation may be affected by litigation or other liability claims.

 

We have procured a $2,000,000 general liability insurance policy for our business. In addition, we procured a $1,000,000 Executive and Corporate Securities Liability policy (“D&O”). To the extent that we suffer a loss of a type which would exceed our limit, we could incur significant expenses in defending any action against us and in paying any claims that result from a settlement or judgment against us. Adverse publicity could result in a loss of consumer confidence in our business or our securities.

 

We may be subject to regulatory inquiries, claims, suits prosecutions which may impact our profitability.

 

Any failure or perceived failure by us to comply with applicable laws and regulations may subject us to regulatory inquiries, claims, suits and prosecutions. We can give no assurance that we will prevail in such regulatory inquiries, claims, suits, and prosecutions on commercially reasonable terms or at all. Responding to, defending and/or settling regulatory inquiries, claims, suits, and prosecutions may be time-consuming and divert management and financial resources or have other adverse effects on our business. A negative outcome in any of these proceedings may result in changes to or discontinuance of some of our services, potential liabilities or additional costs that could have a material adverse effect on our business, results of operations, financial condition, and future prospects.

 

We are vulnerable to concentration risks because we intend to focus on the residential rather than commercial market.

 

We intend to focus on residential rather than commercial properties. Economic shifts affect residential and commercial property markets, and thus our business, in different ways. A developer with diversified projects in both sectors may be better able to survive a downturn in the residential market if the commercial market remains strong. Our focus on the residential sector can make us more vulnerable than a diversified developer.

 

 

RISKS RELATED TO OUR MEXICAN OPERATIONS

 

General economic conditions in Mexico may have an adverse effect on our operations and reduce our revenues.

 

General economic conditions in Mexico have an impact on our business and financial results, such as inflation, weakening of the US dollars versus the Mexican Peso and tax fluctuations in Mexico. The global economy in general and in Mexico remains uncertain. Weak economic conditions could result in lower demand for our properties, resulting in lower sales, earnings, and cash flows.

 

The value of our securities may be affected by the foreign exchange rate between U.S. dollars and the currency of Mexico.

 

The value of our common stock may be affected by the foreign exchange rate between U.S. dollars and the currency of Mexico, and between those currencies and other currencies in which our revenues, expenses, assets, and liabilities may be denominated. For example, to the extent that we need to convert U.S. dollars into the currency of Mexico for our operational needs, should the currency of Mexico appreciate against the U.S. dollar at that time, our financial position, the business of the Company, and the price of our common stock may be harmed. Conversely, if we decide to convert the currency of Mexico into U.S. dollars for the purpose of declaring dividends on our common stock or for other business purposes and the U.S. dollar appreciates against the currency of Mexico, the U.S. dollar equivalent of our earnings from our subsidiaries in Mexico would be reduced.

 

We are subject to anti-corruption laws in the jurisdictions in which we operate, including the U.S. Foreign Corrupt Practices Act (the “FCPA”), as well as trade compliance and economic sanctions laws and regulations. Our failure to comply with these laws and regulations could subject us to civil and criminal penalties, harm our reputation and materially adversely affect our business, financial condition and results of operations.

 

Doing business in Mexico requires us to comply with the laws and regulations of numerous jurisdictions. These laws and regulations place restrictions on our operations and business practices. In particular, we are subject to the FCPA, which generally prohibits companies and their intermediaries from providing anything of value to foreign officials for the purpose of obtaining or retaining business or securing any improper business advantage, along with various other anti-corruption laws. As a result of doing business in Mexico, we are exposed to a heightened risk of violating anti-corruption laws. Although we have implemented policies and procedures designed to ensure that we, our employees and other intermediaries comply with the FCPA and other anti-corruption laws to which we are subject, there is no assurance that such policies or procedures will work effectively all of the time or protect us against liability under the FCPA or other laws for actions taken by our employees and other intermediaries with respect to our business or any businesses that we may acquire. Any continued international expansion, and any development of new partnerships and joint venture relationships worldwide, increases the risk of FCPA violations in the future.

 

Violations of anti-corruption laws, export control laws and regulations, and economic sanctions laws and regulations are punishable by civil penalties, including fines, as well as criminal fines and imprisonment. If we fail to comply with the FCPA or other laws governing the conduct of international operations, we may be subject to criminal and civil penalties and other remedial measures, which could materially adversely affect our business, financial condition, results of operations and liquidity. Any investigation of any potential violations of the FCPA or other anti-corruption laws, export control laws and regulations, and economic sanctions laws and regulations by the United States or foreign authorities could also materially adversely affect our business, financial condition, results of operations and liquidity, regardless of the outcome of the investigation.

 

Our operations may be affected by social instability in Mexico.

 

Because we have Mexican operations, we are subject to social instability risks which could materially adversely affect our business and our results of operations. Specifically, our business is exposed to the risk of crime that is currently taking place in certain areas in Tijuana. Recent increases in kidnapping and violent drug related criminal activity in Mexico, and in particular Mexican States bordering the United States, may adversely affect our ability to carry on business safely.

 

 

RISKS RELATED TO OUR COMMON STOCK

 

The potential risk from OTC delisting

 

The Company draws the attention of shareholders to the risk factor pertaining to the potential delisting from OTC Markets Group, Inc. (“OTC”) due to the late filing of the Company’s Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q for the period ended March 31, 2023.

 

We will be subject to penny stock regulations and restrictions, and you may have difficulty selling shares of our common stock.

 

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We are a “penny stock”, and we are subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

 

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

 

We may qualify for an exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

 

Because we do not have an audit or compensation committee, shareholders will have to rely on the entire board of directors, none of which are independent, to perform these functions.

 

We do not have an audit or compensation committee comprised of independent directors. These functions are performed by the board of directors as a whole. No members of the board of directors are independent directors. Thus, there is a potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

 

Our directors own a significant percentage of our outstanding voting securities which could reduce the ability of minority shareholders to effect certain corporate actions.

 

Our Chief Executive Officer and Director Roberto Valdes, and our Chief Financial Officer and Director Jason Sunstein, and our President and Director Frank Ingrande, together own 14,503,575 shares of common stock, or approximately 34% of our outstanding voting securities. As a result, currently, and after the filing, they will possess a significant influence and can elect a majority of our board of directors and authorize or prevent proposed significant corporate transactions. Their ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.

 

Because our directors hold a significant amount of our shares of common stock, it may not be possible to have adequate internal controls.

 

Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) requires our management to report on the operating effectiveness of the Company’s Internal Controls over financial reporting. We must establish an ongoing program to perform the system and process evaluation and testing necessary to comply with these requirements. However, because our Directors, Roberto Valdes, Jason Sunstein and Frank Ingrande, control approximately 33.6% on aggregate of our outstanding voting securities, will continue to own a significant percentage of our voting securities, it may not be possible to have adequate internal controls. We cannot predict what affect this will have on our stock price.

 

 

We may, in the future, issue additional shares of common stock, which would reduce investors’ percent of ownership and may dilute our share value.

 

Our Articles of Incorporation authorize the issuance of 150,000,000 shares of common stock. As of the date of this report we had 64,943,897 shares of common stock outstanding. Accordingly, we may issue approximately 85,056,103 additional shares of common stock subject to limitation on reserve amounts for other securities outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock.

 

We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.

 

We may offer to sell our common stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may elect to relay upon the operative facts as the basis for such exemption, including information provided by investor themselves.

 

If any such offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which we relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.

 

Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

 

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.

 

We expect to experience volatility in the price of our common stock, which could negatively affect stockholders’ investments.

 

The trading price of our common stock may be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. The stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with securities traded in those markets. Broad market and industry factors may seriously affect the market price of companies’ stock, including ours, regardless of actual operating performance. All of these factors could adversely affect your ability to sell your shares of common stock or, if you are able to sell your shares, to sell your shares at a price that you determine to be fair or favorable.

 

Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock, which could depress the price of our common stock.

 

FINRA has adopted rules that require a broker-dealer to have reasonable grounds for believing that the investment is suitable for that customer before recommending an investment to a customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. Thus, the FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares of common stock, have an adverse effect on the market for our shares of common stock, and thereby depress our price per share of common stock.

 

 

Anti-takeover effects of certain provisions of Wyoming state law may hinder a potential takeover of us.

 

Wyoming has a business combination law that prohibits certain business combinations between Wyoming corporations and “interested stockholders” for two years after an “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Wyoming law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

 

The effect of Wyoming’s business combination law is potentially to discourage parties interested in taking control of us from doing so if they cannot obtain the approval of our Board. Both of these provisions could limit the price investors would be willing to pay in the future for shares of our common stock.

 

Our stock is thinly traded, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell a significant number of your shares.

 

The shares of our common stock are thinly traded on the OTCQB Marketplace, meaning that the number of persons interested in purchasing our common stock at or near bid prices at any given time may be relatively small or non-existent. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained. Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your shares.

 

Shares eligible for future sale may adversely affect the market.

 

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to amended Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement. Affiliates may sell after six months subject to Rule 144 volume, manner of sale (for equity securities), and current public information and notice requirements. Any substantial sales of our common stock pursuant to Rule 144 may have a material adverse effect on the market price of our common stock.

 

We could issue additional common stock, which might dilute the book value of our common stock.

 

Our Board of Directors has authority, without action or vote of our shareholders, to issue all or a part of our authorized but unissued shares. Such stock issuances could be made at a price that reflects a discount or a premium from the then-current trading price of our common stock. In addition, in order to raise capital, we may need to issue securities that are convertible into or exchangeable for a significant amount of our common stock. These issuances would dilute the percentage ownership interest, which would have the effect of reducing your influence on matters on which our shareholders vote and might dilute the book value of our common stock.

 

 

Our common stock could be further diluted as a result of the issuance of convertible securities, warrants or options.

 

In the past, we have issued convertible securities (such as convertible debentures and notes), warrants and options in order to raise money or as compensation for services and incentive compensation for our employees and directors. We have shares of common stock reserved for issuance upon the exercise of certain of these securities and may increase the shares reserved for these purposes in the future. Our issuance of these convertible securities, options and warrants could affect the rights of our stockholders, could reduce the market price of our common stock or could result in adjustments to exercise prices of outstanding warrants (resulting in these securities becoming exercisable for, as the case may be, a greater number of shares of our common stock), or could obligate us to issue additional shares of common stock to certain of our stockholders.

 

Our articles of incorporation allow for our board of directors to create new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock.

 

Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors has the authority to issue up to 2,000,000 shares of our preferred stock without further stockholders’ approval (including 1,000,000 shares that have been designated Series A and 1,000 shares that have been designated Series B. As a result, our board of directors could authorize the issuance of a new series of preferred stock that would grant to holders of preferred stock the right to our assets upon liquidation, or the right to receive dividend payments before dividends are distributed to the holders of common stock. In addition, our board of directors could authorize the creation of a new series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

 

Item 1B. Unresolved Staff Comments.

 

None.

 

Item 2. Properties.

 

Our corporate headquarters are located in leased office facilities at 350 10th Ave., Suite 1000, San Diego, CA 92101. Because of the nature of our real estate development operations, significant amounts of property are held as inventory in the ordinary course. Such properties are not included in response to this Item.

 

Item 3. Legal Proceedings.

 

The Company presently is not a party to, nor is management aware of, any pending legal proceedings.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Market Information

 

On March 5, 2019, the Company received its trading symbol from FINRA “ILAL”. On April 4, 2019, the Company was approved to have its common stock traded on the OTCQB. On April 12, 2019, the Company became eligible for electronic clearing and settlement through the Depository Trust Company (“DTC”) in the United States.

 

As of June 30, 2023, there were 236 holders of record of our common stock. As of such date, 64,943,897 shares of our common stock were issued and outstanding.

 

Market for Common Equity

 

Our common stock is quoted on the OTC Bulletin Board (“OTCQB”) under the symbol “ILAL”. The following table sets forth the high and low bid prices for our common stock for the two most recently completed fiscal years. Such prices are based on inter-dealer prices, without retail mark-up, markdown, or commission, and may not necessarily represent actual transactions.

 

Fiscal 2021		Low				High
First Quarter		$	0.35			$	1.84
Second Quarter		$	0.84			$	1.52
Third Quarter		$	0.53			$	1.20
Fourth Quarter		$	0.35			$	1.02

 

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

 

Repurchases of Equity Securities

 

None.

 

 

Equity Compensation Plan Information

 

2022 Equity Incentive Plan

 

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

 

2020 Equity Incentive Plan

 

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			1,700,000			$	0.33				1,300,000
Total			1,700,000			$	0.33				1,300,000

 

2019 Equity Incentive Plan

 

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			2,150,000			$	0.48				850,000
Equity compensation plans approved by security holders			-				-				-
Total			2,150,000			$	0.48				850,000

 

 

Brief Description of equity compensation 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 requires approval by the Company’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 shareholders’ approval will be “non-qualified”. Pursuant to the 2019 Plan, the Company has reserved a total of 3,000,000 shares of the Company’s common stock under the Plan. The Company has a total of 2,150,000 options issued and outstanding as of December 31, 2022.

 

On August 26, 2020, the Company’s Board of Directors approved the 2020 Equity Plan. The Company has reserved a total of 3,000,000 shares of the Company’s authorized common stock for issuance under the 2020 equity plan. The 2020 Equity 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 a total of 1,700,000 options issued and outstanding as of December 31, 2022.

 

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 5,000,000 shares of the Company’s common stock to be available under the 2022 Plan. The Company granted 2,150,000 options during the year ended December 31, 2022. The Company has 2,150,000 and 0 options issued and outstanding under the 2022 Plan as of December 31, 2022 and 2021, respectively.

 

Penny Stock Considerations

 

Because of the possible low price of our securities and certain other factors, many brokerage firms may not be willing to effect transactions in these securities and some market makers have declined to make a market for our common stock. Purchasers and holders of our securities should be aware that any market that develops in our stock may be subject to the penny stock restrictions.

 

Transfer Agent

 

Globex Transfer, LLC, located at 780 Deltona Blvd., Ste. 202, Deltona FL 32725 is the registrar and transfer agent for our common stock.

 

Recent Sales of Unregistered Securities

 

See Note 11 to the consolidated financial statements for disclosure of the issuance of unregistered securities for the year ended December 31, 2022.

 

Subsequent to December 31, 2022, the Company issued 1,077,164 shares of common stock pursuant to debt conversion in accordance with the terms of the agreements.

 

Subsequent to December 31, 2022, the Company issued 267,310 shares of common stock pursuant to a cashless exercise of 343,750 warrant shares.

 

Subsequent to December 31, 2022, the Company issued 100,000 shares of common stock for services.

 

Subsequent to December 31, 2022, the Company issued 20,000,000 shares of common stock pursuant to a business acquisition.

 

Additional Information

 

We are a fully reporting issuer, subject to the Securities Exchange Act of 1934. Our Quarterly Reports, Annual Reports, and other filings can be obtained from the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may also obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov. Our internet website address is https://ila.company.

 

 

Item 6. Selected Financial Data.

 

Not required under Regulation S-K for “smaller reporting companies.”

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

 

This Annual Report on Form 10-K contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the audited financial statements and accompanying notes and the other financial information appearing elsewhere in this Annual Report on Form 10-K. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

 

Overview of Our Company

 

International Land Alliance, Inc. 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 Northern 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 lots, securing financing for the purchase of the lots, 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 recover from the negative impact of Covid-19. The housing prices has continued to rise in the Southwest U.S., and inventory has remained severely low, which generated additional attraction from home buyers seeking second homes or vacation homes.

 

The Company’s current portfolio includes residential, resort and commercial properties comprising of 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 a180-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.

 

During the year ended December 31, 2022, the Company received additional payment of $41,940 from an affiliate to a related party resulting from the sale of three residential home sites in 2021 for a total contractual price of $120,000.

 

As of December 31, 2022, the Company has received an aggregate amount of $61,440 from this sale, all of which are recorded in contract liability in the consolidated balance sheet as of December 31, 2022.

 

In addition, the Company executed a home construction contract for a total value of $90,000, of which $43,967 has been paid as of December 31, 2022, and presented in contract liability in the consolidated balance sheet as of December 31, 2022.

 

 

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.

 

Equity-method investment:

 

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. RCV is a self-sustained solar powered green community that takes advantage of the advances in solar and other green technology. The project consists of approximately 1,200 home sites, of which approximately 1,000 home sites were sold, and 90 homes completed or under construction.

 

In May 2021, the Company acquired a 25% investment in RCV in exchange for $100,000 and 3,000,000 shares of the Company’s common stock, and such investment was recorded as an equity-method investment in the Company’s condensed consolidated financial statements.

 

The Company recognized $422,493 of loss from its equity-method investment and fully impaired the remaining carrying cost of its investment for a total amount of $2,089,337, which reduced the carrying value of its equity method investment at $0 as of December 31, 2022.

 

During the fiscal year ended December 31, 2022:

 

■

Companies controlled by Roberto Valdes, our Chief Executive Officer, executed residential plot sales agreements for its Valle Divino project and accepted several reservations for home sales to purchase twenty percent (20%) inventory for phase I project at its Plaza Bajamar. To avoid paying multiple title transfer fees and the extended time for each recording, the seller for both parcels, Valdeland, S.A. de C.V. for Plaza Bajamar and Valdetierra S.A de C.V. for Valle Divino, entities controlled and owned by the Company’s Chief Executive Officer, are in the process of creating a master bank trust. This will provide the Company through its Mexican’s subsidiary, International Land Alliance, S.A. de C.V., the rights, and interest to each property, including buildings and improvements. As demonstrated from the Company’s Oasis Park Resort, this will also potentially allow the Company to record revenue from its Valle Divino and Plaza Bajamar projects, as sales are made, and individual trusts are established for each buyer, pending further review of Mexican trust law. The Company expects to have this trust established by the end of fiscal year 2023. The Company recognizes that this has been delayed from our initial projection due to the recent acquisition of the remaining 75% of RCVD in early fiscal year 2023 and the resulting accounting consequence. As of December 31, 2022, the Company collected approximately $106,500 from plot sales for Valle Divino, which are currently initially reported as contract liability in the Company’s consolidated balance sheet until individual trusts are established and title transferred to the buyer. The Company broke ground on the Valle Divino development in July 2020 and completed its first stage of construction in January 2021 and started reservations of residential lots.

 

 

	■	Resumed construction and service work at Oasis Park Resort for Phase I of the project.
	■	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 2023, 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.
	■	Continued efforts to secure financing and strengthen balance by closing several convertible notes with several investors for aggregate principal amount of approximately $791,500.

 

Results of Operations for the year ended December 31, 2022, compared to the year ended December 31, 2021

 

		For the years ended
		December 31, 2022				December 31, 2021
Revenues and lease income		$	-			$	522,696
Cost of revenue			-				67,806
Gross profit			-				454,890
Operating expenses
Sales and marketing			1,085,300				1,782,000
Impairment loss			4,158,243				-
General and administrative expenses			3,107,457				2,875,818
Total operating expenses			8,351,000				4,657,818
Loss from operations			(8,351,000	)			(4,202,928	)
Other income (expense)
Other income			540				91,624
Loss from equity-method investment			(422,493	)			(168,170	)
Interest income			-				18,234
Loss from related party debt extinguishment			(78,508	)			-
Change in fair value derivative liability			(33,992	)			-
Interest expense			(1,532,186	)			(800,822	)
Total other expense			(2,066,639	)			(859,134	)
Net loss		$	(10,417,639	)		$	(5,062,062	)

 

 

Revenues

 

Our total revenue reported for the year ended December 31, 2022, was $0, compared with $522,696 for the year ended December 31, 2021.

 

During the year ended December 31, 2021, the Company recognized $496,797 related to the sale of 20 acres of vacant land and associated improvements located at the Emerald Grove property in Hemet, California, and $25,899 in rental income activities related to IntegraGreen as the transaction was previously accounted for pursuant to ASC 842. The sale of the 20 acres of vacant land had a financing component, which is recognized as interest income in the consolidated statement of operations pursuant to ASC 606.

 

As the Company does not have title of the underlying land for its Divino and Bajamar projects as well as meeting the criteria for a contract under ASC 606, all proceeds collected from the sale of vacant lots and/or house construction were initially reported under contract liability in the consolidated balance sheets; however, the Company offsetted the balance of construction in process with the contract liability with the net balance written off due to the uncertainty pertaining to the transfer of title.

 

Cost of Revenues

 

Our total cost of revenues for the year ended December 31, 2022, was $0 compared with $67,806 for the year ended December 31, 2021. The change is a result of the cost associated with the 20 acres of land sold to IntegraGreen during fiscal year 2021.

 

Operating Expenses

 

Operating expenses increased to $8,351,000 for the year ended December 31, 2022, from $4,657,818 for the year ended December 31, 2021. The detail by major category is reflected in the table below.

 

Sales and marketing costs decreased by $696,700 for the year ended December 31, 2022, primarily due to the fair value of options issued pursuant to a consulting and real estate sales agreement, which were granted during the year ended December 31, 2021. During the year ended December 31, 2022, the Company also granted common shares with a fair value of approximately $765,000 with regards to consulting and advisory services on M&A, marketing & promotions of the Company real estate projects.

 

General and administrative costs increased by $231,639 for the year ended December 31, 2022, primarily due to stock-based compensation, legal fees and insurance expenses offset by a significant reduction in website design and investor relations.

 

Impairment loss increased by $4,158,243, which results from $2,089,337 impairment of the Company’s equity-method investment, $103,234 impairment attributable to the receivable with A&F, a related party, $912,350 impairment of the accumulated construction in progress costs net of contract liability for our projects at Plaza Bajamar and Valle Divino due to the uncertainty in the transfer of title of the land from our related party, $766,032 due to the uncertainty in the determination of the market value of our Oasis Park Resort and $287,290 from the impairment of the Company’s receivable towards Integra Green.

 

Other expenses

 

Other expenses increased by $1,207,505 to $2,066,639 for the year ended December 31, 2022, from $859,134 for the year ended December 31, 2021.

 

Such increase is primarily due to a $731,364 increase in interest expense, which results from the additional convertible notes that the Company secured during fiscal year 2022 to fund its ongoing operations, an increase of $254,323 in the loss from the Company’s share in its equity-method investee and the decrease in other income by $91,084 due to reversal of default penalties on promissory notes for $100,000 in fiscal year 2021, an increase of $78,508 of loss from extinguishment of related party, resulting from the conversion of related party payroll to shares of common stock, offset by a positive change in fair value of the Company’s derivative liability by $378,188.

 

Net Loss

 

As a result of the foregoing, the Company finished the year ended December 31, 2022, with a net loss of $10,417,639, as compared to a loss of $5,062,062 for the year ended December 31, 2021.

 

The factors that will most significantly affect future operating results will be:

 

	■	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.

 

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 and cash equivalents were approximately $49,400 at December 31, 2022. As shown in the accompanying consolidated financial statements, we recorded a loss of $10,417,639 and $5,062,062 for the years ended December 31, 2022, and 2021, respectively. Our working capital deficit at December 31, 2022 was approximately $5.6 million and net cash flows used in operating activities for the year ended December 31, 2022, were approximately $0.5 million.

 

These factors and our limited ability to raise additional capital to accomplish our objectives raise 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 and the development of our current business operations. We anticipate generating continued revenues over the next twelve months as we continue to market the sale of lots held for sale and also from home construction, now having assumed title of our Oasis Park Resort property and expect to assume title to our other properties; however, there can be no assurance that such revenue will be sufficient to cover our expenses. Consequently, we expect to be dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.

 

We presently do not have any significant credit available, bank financing or other external sources of liquidity. Due to our operating losses, our operations have not been a significant source of liquidity. We will need to acquire other profitable properties or obtain additional capital in order to expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding.

 

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences, and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to continue to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing.

 

No assurance can be given that sources of financing will be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures or may be required to reduce the scope of our planned development, any of which could have a negative impact on our business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require us to:

 

	●	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.

 

Operating Activities

 

Net cash flows used in operating activities for the year ended December 31, 2022, was approximately $528,000, which resulted primarily due to the loss of $10,417,639, offset by stock-based compensation of $1,710,881, fair value of shares issued as settlement of debt of $1,470,836, impairment loss of $4,158,243, amortization of debt discount of $458,616, depreciation of $52,944, loss from equity method investment of $422,493, excess of fair value of derivative over the carrying amount of the underlying debt instrument of $356,784, loss on related party debt extinguishment of $78,508, $33,992 of change in fair value of derivative liability, and $1,146,281 change in assets and liabilities.

 

Net cash flows used in operating activities for the year ended December 31, 2021, was $1,035,678, which resulted primarily due to the loss of $5,062,062 offset by stock-based compensation of $2,129,266, fair value of shares issued as settlement of debt of $103,470, the fair value of commitment shares issued with convertible notes for $136,800, fair value of shares issued for service for $387,108, depreciation expense of $49,673, amortization of debt discount for $296,541, loss from equity-method investment of $168,170, and change in assets and liabilities of approximately $676,674.

 

 

Investing Activities

 

Net cash flows used in investing activities was $539,935 for the year ended December 31, 2022, resulting for the additional funds invested in developing the infrastructure and amenities to our various projects in Baja California.

 

Net cash flows used in investing activities was $722,050 for the year ended December 31, 2021. The funds were used for the development of the commercial agriculture at Emerald Grove resort for $100,000, cash consideration of $100,000 for the acquisition of 25% of RCV accounted for as its equity-method investment and approximately $522,050 for construction at the Company’s projects.

 

Financing Activities

 

Net cash flows provided by financing activities for the year ended December 31, 2022, was $1,060,777 primarily from cash proceeds from issuance of convertible notes for aggregate amount of $773,250, additional funds received from related party of $793,187, $15,000 from cash proceeds from sale of common stock, offset by repayment on a promissory note of $131,339, and repayment to related party by $390,621.

 

Net cash flows provided by financing activities for the year ended December 31, 2021, was $1,801,147 primarily from cash proceeds from issuance of promissory notes for aggregate amount of $1,186,685, net funding from refinancing of approximately $368,736, sale of common stocks of $1,804,750, exercise of warrants and options for $100,000, and offset by repayment on a promissory note of $1,659,024.

 

As a result of these activities, we experienced a decrease in cash and cash equivalents of approximately $7,200 for the year ended December 31, 2022, and an increase in cash and cash equivalents of approximately $43,400 for the year ended December 31, 2021. Our ability to continue as a going concern is still dependent on our success in obtaining additional financing from investors.

 

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 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.

 

Off-balance Sheet Arrangements

 

Since our inception through December 31, 2022, we have not engaged in any off-balance sheet arrangements.

 

Recent Accounting Pronouncements

 

The recent accounting pronouncements that are material to our financial statements are disclosed in Note 1 of our consolidated audited financial statements included herein.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

 

Not required under Regulation S-K for “smaller reporting companies.”

 

Item 8. Financial Statements and Supplementary Data.

 

Our audited consolidated financial statements are set forth in this Annual Report beginning on page F-1.

 

 

INTERNATIONAL LAND ALLIANCE, INC. INDEX TO FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm (PCAOB ID No: 2738)	F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID No: 200)	F-3
Consolidated Balance Sheets as of December 31, 2022, and 2021	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2022, and 2021	F-5
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2022, and 2021	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, and 2021	F-7
Notes to Financial Statements	F-8 to F-36

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of International Land Alliance, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheet of International Land Alliance, Inc. (the Company) as of December 31, 2022, and the related statements of operations, statement of changes in stockholders’ equity, and cash flows and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. The financial statements of International Land Alliance Inc. as of December 31, 2021, were audited by other auditors whose report dated December 31, 2021 expressed an unqualified opinion on those statements.

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered net losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe our audit provides a reasonable basis for our opinion.

 

Emphasis of a Matter – Significant Related Party Transactions.

 

As described in the accompanying notes the Company engages in substantial real estate activities between the Company and other entities controlled by an officer of the Company. The Company has also borrowed funds from an entity controlled by other officers of the Company.

 

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

 

Going Concern

 

Due to the net loss for the year, the Company evaluated the need for a going concern.Auditing management’s evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.

 

As discussed in Note 2, the Company has a going concern due to net loss during the year as well as having negative cash flows from operations during the year ended December 31,2022.

 

To evaluate the appropriateness of the going concern, we examined and evaluated the financial information along with management’s plans to mitigate the going concern and management’s disclosure on going concern.

 

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2022

Houston, TX

July 6, 2023

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders

International Land Alliance, Inc.

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of International Land Alliance, Inc. (the “Company”) as of December 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2021, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has experienced recurring losses from operations, has limited financial resources to repay its obligations and will require substantial new capital to execute its business plans, which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Emphasis of a Matter – Significant Related Party Transactions.

 

As described in Notes 3, 4, 5, 8 and 9, the Company engages in substantial real estate activities between the Company and other entities controlled by an officer of the Company. The Company has also borrowed funds from an entity controlled by other officers of the Company.

 

/s/ HASKELL & WHITE LLP

 

We have served as the Company’s auditor since 2019. In 2022, we became the predecessor auditor.

 

Irvine, California

April 15, 2022

 

 

INTERNATIONAL LAND ALLIANCE, INC.

CONSOLIDATED BALANCE SHEETS

 

		December 31, 2022				December 31, 2021
ASSETS
Current assets
Cash		$	49,374			$	56,590
Accounts receivable			-				314,090
Prepaid and other current assets			49,198				251,665
Total current assets			98,572				622,345
Land			203,419				203,419
Land held for sale			-				647,399
Buildings, net			863,745				915,884
Furniture and equipment, net			1,877				2,682
Construction in process			-				852,020
Note receivable and accrued interest related party			-				103,234
Equity-method investment			-				2,511,830
Total assets		$	1,167,613			$	5,858,813
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities		$	675,202			$	802,200
Accounts payable and accrued liabilities related parties			189,266				636,168
Accrued interest			352,884				178,563
Accrued interest related party			132,841				39,602
Contract liability			85,407				126,663
Deposits			20,500				20,000
Derivative liability			531,527				-
Convertible notes, net of debt discounts			558,657				-
Promissory notes, net of debt discounts			1,885,616				102,762
Promissory notes, net discounts – Related Parties			1,286,695				834,984
Promissory notes, net discounts			1,286,695				834,984
Total current liabilities			5,718,595				2,740,942
Promissory notes, net of current portion			-				1,735,538
Total liabilities			5,718,595				4,476,480
Commitments and Contingencies (Note 10)			-				-
Preferred Stock Series B (Temporary Equity)			293,500				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, 2022 and December 31, 2021			28				28
1,000 Series B shares issued and outstanding as of December 31, 2022 and December 31, 2021			1				1
Preferred stock value			1				1
Common stock; $0.001 par value; 150,000,000 shares authorized; 43,499,423 and 31,849,327 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively.			43,500				31,850
Additional paid-in capital			20,233,446				15,760,772
Accumulated deficit			(25,121,457	)			(14,703,818	)
Total stockholders’ equity (deficit)			(4,844,482	)			1,088,833
Total liabilities and stockholders’ equity (deficit)		$	1,167,613			$	5,858,813

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

INTERNATIONAL LAND ALLIANCE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

		December 31, 2022				December 31, 2021
		For the Year Ended,
		December 31, 2022				December 31, 2021
Revenues and lease income		$	-			$	522,696
Cost of revenue			-				67,806
Gross profit			-				454,890
Operating expenses
Sales and marketing			1,085,300				1,782,000
Impairment loss			4,158,243				-
General and administrative expenses			3,107,457				2,875,818
Total operating expenses			8,351,000				4,657,818
Loss from operations			(8,351,000	)			(4,202,928	)
Other income (expense)
Other income			540				91,624
Loss from equity-method investment			(422,493	)			(168,170	)
Loss from related party debt extinguishment			(78,508	)			-
Interest Income			-				18,234
Change in fair value derivative liability			(33,992	)			-
Interest expense			(1,532,186	)			(800,822	)
Total other expense			(2,066,639	)			(859,134	)
Net loss		$	(10,417,639	)		$	(5,062,062	)
Loss per common share - basic and diluted		$	(0.29	)		$	(0.18	)
Weighted average common shares outstanding - basic and diluted			35,605,172				28,186,226

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

INTERNATIONAL LAND ALLIANCE, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

 

Activity for the year Ended December 31, 2022

 

		Series A Preferred Stock								Series B Preferred Stock								Common Stock								Additional Paid-in				Accumulated				Total Stockholders’ Equity
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				(Deficit)
Balance, December 31, 2021			28,000			$	28				1,000			$	1				31,849,327			$	31,850			$	15,760,772		-	$	(14,703,818	)		$	1,088,833
Commitment shares issued pursuant to promissory notes			-				-				-				-				450,000				450				201,825		-		-				202,275
Issuance of common shares pursuant to consulting agreements			-				-				-				-				3,447,038				3,447				1,467,390				-				1,470,837
Common stock issued from options exercise			-				-				-				-				1,300,000				1,300				-				-				1,300
Stock-based compensation			-				-				-				-				354,000				354				1,710,527				-				1,710,881
Common shares issued from related party debt settlement			-				-				-				-				6,039,058				6,039				978,328				-				984,367
Fair value of warrants issued with debt			-				-				-				-				-				-				159,664				-				159,664
Common stock issued with lot sale			-				-				-				-				60,000				60				14,940				-				15,000
Dividend on Series B Preferred			-				-				-				-				-				-				(60,000	)			-				(60,000	)
Net loss			-				-				-				-				-				-				-		-		(10,417,639	)			(10,417,639	)
Balance, December 31, 2022			28,000			$	28				1,000			$	1				43,499,423			$	43,500			$	20,233,446		-	$	(25,121,457	)		$	(4,844,482	)

 

Activity for the year Ended December 31, 2021

 

		Series A Preferred Stock								Series B Preferred Stock								Common Stock								Additional Paid-in				Stock				Accumulated				Total Stockholders’ Equity
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				payable				Deficit				(Deficit)
Balance, December 31, 2020			28,000			$	28				1,000			$	1				23,230,654			$	23,231			$	8,705,620			$	(289,044	)		$	(9,641,756	)		$	(1,201,920	)
Balance, value			28,000			$	28				1,000			$	1				23,230,654			$	23,231			$	8,705,620			$	(289,044	)		$	(9,641,756	)		$	(1,201,920	)
Common stock issued for services			-				-				-				-				595,946				596				351,224				35,289				-				387,109
Common stock issued for cash			-				-				-				-				140,000				140				64,860				-				-				65,000
Common stock issued for warrant/options exercise			-				-				-				-				1,160,000				1,160				98,840				-				-				100,000
Common stock, warrants and plots promised for cash, net			-				-				-				-				170,000				170				61,863				(32,512	)			-				29,521
Common stock issued against accrued interest due to related party			-				-				-				-				29,727				30				10,969				-				-				10,999
Commitment shares issued with promissory notes			-				-				-				-				370,000				370				267,330				-				-				267,700
Common stock for debt settlement			-				-				-				-				153,000				153				97,050				6,267				-				103,470
Common stock issued with equity-method			-				-				-				-				3,000,000				3,000				2,577,000				-				-				2,580,000
Common stock issued with cash, net of offering costs			-				-				-				-				3,000,000				3,000				1,736,750				-				-				1,739,750
Dividend on Series B Preferred			-				-				-				-				-				-				(60,000	)			-				-				(60,000	)
Stock-based compensation			-				-				-				-				-				-				1,849,266				280,000				-				2,129,266
Net loss			-				-				-				-				-				-				-				-				(5,062,062	)			(5,062,062	)
Balance, December 31, 2021			28,000			$	28				1,000			$	1				31,849,327			$	31,850			$	15,760,772			$	-			$	(14,703,818	)		$	1,088,833
Balance, value			28,000			$	28				1,000			$	1				31,849,327			$	31,850			$	15,760,772			$	-			$	(14,703,818	)		$	1,088,833

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

INTERNATIONAL LAND ALLIANCE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		December 31, 2022				December 31, 2021
		For the Year Ended,
		December 31, 2022				December 31, 2021
Cash Flows from Operating Activities
Net loss		$	(10,417,639	)		$	(5,062,062	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation			1,710,881				2,129,266
Impairment loss			4,158,243				-
Loss from extinguishment of related party debt			78,508				-
Fair value of shares issued for debt settlement/modification			1,470,836				103,470
Fair value of commitment shares			-				136,800
Fair value of shares issued for services			-				387,108
Loss on debt extinguishment			-				10,876
Depreciation expense			52,944				49,673
Excess fair value of derivative over carrying balance of debt			356,784				-
Loss from equity-method investment			422,493				168,170
Change in fair value derivative			33,992				-
Amortization of debt discount			458,616				296,541
Changes in assets and liabilities
Accounts Receivable			26,802				(314,089	)
Prepaid and other current assets			52,467				80,755
Other non-current assets			-				34,693
Accrued interest			267,560				-
Accrued interest on note receivable			-				(3,234	)
Cost of land sold			-				67,806
Accounts payable and accrued interest			(131,739	)			909,049
Accounts payable and accrued interest-related party			460,976				-
Contract liability			469,715				44,500
Deposit			500				(75,000	)
Net cash used in operating activities			(528,061	)			(1,035,678	)
Cash Flows from investing
Cash payment to collaborative agreement			-				(100,000	)
Equity-method investee acquisition			-				(100,000	)
Additions to Construction in Progress on land not owned			(539,935	)			(522,050	)
Net cash used in investing activities			(539,935	)			(722,050	)
Cash Flows from Financing Activities
Common stock and warrants sold for cash			15,000				1,804,750
Common stock issued for warrant exercise			1,300				100,000
Cash payments on promissory notes – related party			(390,621	)			(676,938	)
Cash payments on promissory notes			(131,339	)			(982,086	)
Cash proceeds from promissory notes			773,250				288,874
Cash proceeds from refinancing			-				368,736
Cash proceeds promissory notes – Related party			793,187				897,811
Net cash provided by financing activities			1,060,777				1,801,147
Net increase (decrease) in Cash			(7,219	)			43,419
Cash, beginning of period			56,590				13,171
Cash, end of period		$	49,371			$	56,590
Supplemental disclosure of cash flow information
Cash paid for interest		$	137,863			$	152,979
Cash paid for income tax		$	-			$	-
Non-Cash investing and financing transactions
Fair value of shares issued for land acquisition		$	-			$	29,521
Corporate expenses paid by related party advances		$	49,145			$	25,462
Dividend on Series B		$	60,000			$	60,000
Conversion of related party debt for common shares		$	905,859			$	-
Additions to fixed assets paid by investor		$	-			$	84,614
Debt discount from bifurcated derivative		$	140,750			$	-
Debt discount from warrants issued with debt		$	159,664			$	-
Debt discount		$	121,694			$	-
Cancellation of previously issued common stock		$	-			$	315,288
Accrued interest on notes paid by related party		$	-			$	30,934
Common stock issued with debt modification		$	-			$	8,970
Common stock issued in settlement of related party debt		$	-			$	10,999
Common stock issued as consideration for equity-method investment		$	-			$	2,580,000
Payment of promissory notes by related party		$	-			$	111,110
Commitment shares issued with promissory notes		$	202,275			$	130,900

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

INTERNATIONAL LAND ALLIANCE, INC.

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2022, and 2021

 

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 (inception). 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.

 

On March 5, 2019, the Company received its trading symbol “ILAL” from FINRA. On April 4, 2019, the Company was approved to have its common stock traded on the OTCQB. On April 12, 2019, the Company became eligible for electronic clearing and settlement through the Depository Trust Company (“DTC”) in the United States. The DTC is a subsidiary of the Depository Trust & Clearing Corporation and manages the electronic clearing and settlement of publicly traded companies. Securities that are eligible to be electronically cleared and settled through DTC are considered “DTC eligible.” This electronic method of clearing securities creates efficiency of the receipt of stock and cash, and thus accelerates the settlement process for investors and brokers, enabling the stock to be traded over a much wider selection of brokerage firms by coming into compliance with their requirements. Being DTC eligible has greatly simplified the process of trading and transferring the Company’s common shares on the OTCQB.

 

In May 2021, the Company acquired a 25% investment in Rancho Costa Verde Development, LLC (“RCVD”) in exchange for 3,000,000 shares of the Company’s common stock at a determined fair value of $0.86 per share and $100,000 in cash for total consideration of $2,680,000. The carrying balance of the Company’s investment in RCVD was $0 and $2,511,830 at December 31, 2022 and 2021, respectively (refer to note 9).

 

Going Concern and liquidity

 

The accompanying consolidated 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 from its properties, raise capital or issue debt instruments. The Company has faced significant liquidity shortages as shown in the accompanying consolidated financial statements. As of December 31, 2022, the Company’s current liabilities exceeded its current assets by approximately $5.6 million. The Company has recorded a net loss of $10.4 million for the year ended December 31, 2022, and has an accumulated deficit of approximately $25.1 million as of December 31, 2022. Net cash used in operating activities for the year ended December 31, 2022, was approximately $0.5 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company is currently raising additional capital through debt and equity financing in order to continue the funding of its operations, which may have the effect of 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. If the Company is not successful with its marketing efforts to increase sales and weak demand for purchase of plots continues, the Company will continue to experience a shortfall in cash, and it will be necessary to further reduce its operating expenses in a manner or obtain funds through equity or debt financing in sufficient amounts to avoid the need to curtail its future operations subsequent to December 31, 2022. The direct impact of these conditions is not fully known. There is also uncertainty pertaining to the transfer of title of the lands currently owned by companies controlled by our Chief Executive Officer.

 

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 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.

 

F-8

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).

 

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 and 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 California, Plaza Bajamar, LLC, incorporated in the State of California, Plaza Valle Divino, LLC, incorporated in the State of California.

 

ILA Fund includes cash as its only assets with minimal expenses as of December 31, 2022. The sole purpose of this entity is strategic funding for the operations of the Company. ILA Mexico has lots held for sale for the Oasis Park Resort, no liabilities, and minimal expenses as of December 31, 2022. All intercompany balances and transactions are eliminated in consolidation. As of December 31, 2022, Emerald Grove Estates LLC, Plaza Bajamar LLC, and Plaza Valle Divino LLC have no operations.

 

The Company’s consolidated subsidiaries were as follows as of December 31, 2022:

 

SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND ENTITY

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	%
Emerald Grove Estates, LLC		California			100	%
Oasis Park Resort, LLC		Wyoming			100	%
Plaza Bajamar, LLC		Wyoming			100	%
Plaza Valle Divino, LLC		Wyoming			100	%

 

Reclassification

 

Certain numbers from 2021 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.

 

F-9

 

Use of Estimates

 

The preparation of financial statements in conformity with US. 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 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.

 

Segment Reporting

 

The Company operates as one reportable segment under ASC 280, Segment Reporting. The Chief Operating Decision Maker (“CODM”) regularly reviews the financial information of the Company at a consolidated level in deciding how to allocate resources and in assessing performances.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022, and 2021.

 

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.

 

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 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.

 

F-10

 

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-Scholes 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 December 31, 2022:

 

SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS

		Fair Value Measurements at December 31, 2022 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		$	-			$	-			$	531,527			$	531,527
Total		$	-			$	-			$	531,527			$	531,527

 

The following table presents changes of the liabilities with significant unobservable inputs (Level 3) for the year ended December 31, 2022:

 SCHEDULE OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS

		Derivative
		Liability
Balance December 31, 2021		$	-
New derivative from convertible notes			497,535
Change in estimated fair value			33,992
Balance December 31, 2022		$	531,527

 

Derivative Liability

 

As of December 31, 2022, 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 Years Ending December 31,
		2022				2021
Expected term			0.5 -1 year				-
Exercise price			$0.10-$0.43				-
Expected volatility			155%-162%				-
Expected dividends			None				-
Risk-free interest rate			2.93%-4.73%				-
Forfeitures			None				-

 

F-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. The Company fully impaired of the land held for sale as of December 31, 2022.

 

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 20 years. Land is an indefinite live asset that is stated at cost at date of acquisition.

 

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 Chief Executive Officer. The Company fully impaired the construction in progress on land currently owned by the Companies controlled by our Chief Executive Officer due to the uncertainty in title transfer as of December 31, 2022.

 

F-12

 

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 DEPRECIATION ESTIMATED USEFUL LIVES

Classification		Life
Buildings		20 years
Furniture and equipment		5 years

 

Revenue Recognition

 

On January 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition. Results for reporting periods beginning after January 1, 2018, are presented under Topic 606.

 

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance.

 

The Company determines revenue recognition through the following steps:

 

	■	Identification of the agreement, or agreements, with a buyer and/or investor.
	■	Identification of the performance obligations in the agreement for the sale of lots.
	■	Determination of the transaction price.
	■	Allocation of the transaction price to the lots purchased when issued with equity or warrants to purchase equity in the Company.
	■	Recognition of revenue when, or as, we satisfy 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 lot sales or the execution of terms and conditions contracts with third parties and investors. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration was historically paid prior to transfer of title as stated above and in future land sales, the Company plans to transfer title to buyers at the time consideration has been transferred if the acquisition of the property has been completed by the Company. The Company applies judgment in determining the customer’s ability and intention to pay, however collection risk is mitigated through collecting payment in advance or through escrow arrangements.

 

A performance obligation is a promise in a contract or agreement to transfer a distinct product or item to the customer, which for us is transfer of title to our buyers. 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. We have concluded the sale of property and delivering title is accounted for as the single performance obligation.

 

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 to which we will be entitled to receive in exchange for transferring title to the customer.

 

F-13

 

The Company recognizes revenue when it transfers control of the land to the buyer. The Company’s principal activity in the real estate development industry, from which it generates its revenues, is the sale of developed and undeveloped land.

 

On September 30, 2019, the Company entered into a contract for deed agreement “Agreement” with IntegraGreen whose principal is also a creditor. Under the agreement the Company agreed to the sale of 20 acres of vacant land and associated improvements located at the Emerald Grove property in Hemet, California for a total purchase price of $630,000, of which $63,000 was paid upon execution and the balance was payable in a balloon payment on October 1, 2026, with interest only payments due on the 1st of each month beginning April 1, 2020. During the duration of the Agreement the Company retains title and is allowed to encumber the property with a mortgage at its discretion, however Integra Green has the right to use the property. The Company may also evict Integra Green from the premises in the case of default under the agreement. Effective on October 1, 2021, the Company determined that the agreement met the definition of a contract pursuant to the guidance in ASU 2014-09 and recognized approximately $496,800 in revenue. Prior to October 1, 2021, the Company’s management deemed that there was an embedded lease feature in the Agreement in accordance with ASC 842.

 

Disaggregated revenue by major source was as follows for the years ended December 31, 2022 and 2021:

 SCHEDULE OF DISAGGREGATED REVENUE

		December 31, 2022				December 31, 2021
Revenue from the sale of land		$	-			$	496,797
Lease income			-				25,899
Total Revenue		$	-			$	522,696

 

Advertising Costs

 

The Company expenses advertising costs when incurred. Advertising costs incurred amounted to $1,085,300 and $1,782,000 for the years ended December 31, 2022, and 2021, respectively.

 

Debt issuance costs and debt discounts

 

Debt issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying consolidated balance sheets.

 

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. Following the adoption of Accounting Standards Update ASU 2016-09, the Company elected to account 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.

 

F-14

 

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.

 

Net Loss Per Share

 

The Company computes 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 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.

 

Basic net loss per share is calculated based on the net loss attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted net loss per common share assumes the conversion of all dilutive securities using the if-converted method and assumes the exercise or vesting of other dilutive securities, such as options, common shares issuable under convertible debt, warrants and restricted stock using the treasury stock method when dilutive.

 

Securities that are excluded from the calculation of weighted average dilutive common shares, because their inclusion would have been antidilutive are:

SCHEDULE OF POTENTIALLY DILUTIVE SHARES 

		For the year ended December 31, 2022				For the year ended December 31, 2021
Options			6,000,000				3,850,000
Warrants			3,867,500				3,180,000
Total potentially dilutive shares			9,867,500				7,030,000

 

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 December 31, 2022. All of the Company accounts receivable is concentrated with one customer.

 

F-15

 

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 year ended December 31, 2022.

 

Accounts Receivable

 

The Company uses the specific identification method for recording the provision for doubtful accounts, which was $0 at December 31, 2022 and 2021. Account receivables are written off when all collection attempts have failed.

 

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.

 

Recently Issued Accounting Pronouncements Not Yet Adopted

 

In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. In addition, ASU 2020-06 amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The Amendments also affects the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The amendments are effective for public entities excluding smaller reporting companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods. Management is currently evaluating the potential impact of the Update on its financial statements.

 

The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s consolidated financial statements.

 

F-16

 

NOTE 3 – ASSET PURCHASE AND TITLE TRANSFER

 

Emerald Grove Asset Purchase

 

On July 30, 2018, Jason Sunstein, the Company’s Chief Financial Officer, entered into a Residential Purchase Agreement (“RPA” or “the Agreement”) to acquire real property located in Hemet, California, which included approximately 80 acres of land and a structure for $1.1 million from an unrelated seller. The property includes the main parcel of land with an existing structure along with three additional parcels of land which are vacant lots to be used for the purpose of development “vacant lots”. The purpose of the transaction was as an investment in real property to be assigned to the Company subsequent to acquisition. The property was acquired by Mr. Sunstein since it was required by the seller to transfer the property for consideration to an individual versus a separate legal entity. The transaction closed on March 18, 2019, and the consideration included a loan financed in the amount of $605,000 in addition to cash consideration of $524,613 which came from a portion of funds loaned by investors of the Company to be repaid as interest bearing notes payable. On March 18, 2019, Mr. Sunstein assigned the deed of the property to the Company. The mortgage obligation was assumed by the Company, as approved by the Board of Directors in March 2019. The mortgage loan was not assigned to the Company by the lender, however the lender acknowledged that the transfer of the property to the Company did not trigger an event of default. The Company recorded the assets acquired and liabilities assumed at fair value on the date of assignment and assumption. The Company completed the refinancing of its existing first and second mortgage loans on the 80 acres of land and existing structure of its Emerald Grove property for aggregate principal amount of $1,787,000, which provided a net funding of approximately $387,000 during the first fiscal quarter of 2021.

 

During the year ended December 31, 2021, the Company recognized $496,797 of revenue related to the sale of 20 acres of vacant land and associated improvements located at the Emerald Grove property in Hemet, California, to Integra Green.

 

On October 25, 2020, the Company entered into a business agreement with A&F Agriculture LLC (“A&F”), in which the parties agreed to operate a business for the purpose of commercially cultivating industrial hemp. A&F will be the managing party of the business agreement. The Company will provide A&F with the land and water supply for the purpose of the cultivation. All revenue and expenses associated with the cultivation will be split equally among parties. Franck Ingrande, is the managing member of A&F and is also the President of the Company. On December 14, 2021, the Company executed a rescission agreement with A&F, 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 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 of expenses, fixed assets and improvements incurred by the Company for the venture.

 

Such amount was presented as note receivable and accrued interest in the consolidated balance sheets as of December 31, 2022 and 2021. The Company recognized $0 and $3,234 of interest income related to the note receivable during the years ended December 31, 2022 and 2021, respectively. The Company fully impaired the balance of such note receivable and related accrued interest for a total amount of $103,234, which is presented under impairment loss in the consolidated statement of operations for the year ended December 31, 2022.

 

The Company has included all allowed acquisition costs of $22,050 in the value of the capitalized assets. The building and land asset values were assigned using a purchase price allocation based on the appraised land values. The total of the consideration plus acquisition costs assets of $1,122,050 was allocated to land and building in the following amounts: $271,225 – Land; $850,826 – Building.

 

The land is an indefinite long-lived asset that was assessed for impairment as a grouped asset with the building on a periodic basis. The building has an estimated useful life of 20 years and is being depreciated on a straight-line basis.

 

The carrying balance of the land and building was $1,067,164 and $1,119,303 as of December 31, 2022 and 2021, respectively. Amortization of the building and construction was approximately $52,400 and $49,400 during the year ended December 31, 2022 and 2021, respectively.

 

There was no activity during the year ended December 31, 2022.

 

F-17

 

Oasis Park Title Transfer

 

On June 18, 2019, Baja Residents Club SA de CV (“BRC”), a related party with common ownership and control by our CEO, Robert Valdes, transferred title to the Company for the Oasis Park property which was part of a previously held land project consisting of 497 acres to be acquired and developed into Oasis Park resort near San Felipe, Baja. It was previously subject to approval by the Mexican government in Baja, California which was finalized in June 2019. As consideration for the promise to transfer title, the Company previously issued 7,500,000 shares of founder’s common stock that was valued at $750,000 or $0.10 per common share. No prior accounting was recorded for this issuance pending resolution of the contingency to transfer title, which was resolved during the year ended December 31, 2019. A portion of this value was allocated to the Oasis Park resort and a portion was allocated to other properties as the Company continues to receive transfer of title. ILA recorded the property held for sale on its balance sheet in the amount of $670,000 and accordingly reduced the value as lots are sold. As of December 31, 2022, and 2021, the Company reported a balance for assets held for sale of $0 and $647,399, respectively. The Company fully impaired the value of its assets held for sale due to the lack of evidential matter to support the fair value of the property for the year ended December 31, 2022.

 

The Company transferred title to individual plots of land to the investors since the Company received this approval of change in transfer of title to the ILA. As such, the Company recognized revenue for the plot sales previously executed during the year ended December 31 ,2019.

 

During the year ended December 31, 2021, the Company sold a house construction for $99,000, of which $43,967 has been funded as of December 31, 2022. The Company collected $23,967 and $20,000 during the years ended December 31, 2022 and 2021, respectively. Such amounts are presented under contract liability in the Company’s consolidated financial statements as of December 31, 2022 and 2021.

 

During the year ended December 31, 2021, the Company sold three (3) lots to an affiliate of a related party of the Company for a total purchase price of $120,000, of which $19,500 was funded as of December 31, 2021. During the year ended December 31, 2022, the Company was funded an additional $41,940 from this party. The amount funded was recorded and reported under contract liability in the Company’s consolidated financial statements as of December 31, 2022, as the collectability terms were not sufficiently satisfied to qualify for recognition of revenue under the revised revenue guidance. The remaining unpaid amount owed to the Company was $58,560 as of December 31, 2022.

 

NOTE 4 – LAND AND BUILDING

 

Land and buildings, net as of December 31, 2022, and 2021:

 

SCHEDULE OF LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS

		Useful life		December 31, 2022				December 31, 2021
Land – Emerald Grove				$	203,419			$	203,419
Land held for sale – Oasis Park				$	-			$	647,399
Construction in Process				$	-			$	852,020
Furniture & equipment, net		5 years		$	1,877			$	2,682
Building – Emerald Grove		20 years			1,048,138				1,048,138
Less: Accumulated depreciation					(184,393	)			(132,254	)
Building, net				$	863,745			$	915,884

 

Depreciation expense was approximately $52,400 and $49,700 for the year ended December 31, 2022, and 2021, respectively. The Company fully impaired the carrying balance of its land held for sale and the cost accumulated under construction in process for its Oasis Park project for total amount of $766,632, which is presented under impairment loss in the consolidated statement of operations for the year ended December 31, 2022.

 

F-18

 

Valle Divino

 

The Valle Divino is the Company’s premier wine country development project in Ensenada, Baja California. This land project consists of 20 acres to be acquired from Grupo Jataya, a Company controlled by our Chief Executive Officer and developed into Valle Divino resort, the acquisition of title to the land for this project is subject to approval from the Mexican government in Baja, California. Valdetierra, S.A de C.V. is the construction contractor, which is also an entity controlled and 100% owned by Roberto Valdes our Chief Executive Officer. The Company broke ground of the Valle Divino development in July 2020 and has completed the construction of the clubhouse, wine tasting room and sales office and commenced site preparation for two model homes including a 1-bedroom and 2- bedroom option. The first Phase of the development includes 187 homes. This development will also have innovative microgrid solutions by our partner to power the model home and amenities.

 

The Company funded the construction by an additional $101,000 and $312,000 during the years ended December 31, 2022 and 2021, respectively.

 

The balance of construction in process for Valle Divino was $0 and $356,275 as of December 31, 2022, and 2021, respectively. The Company fully impaired the accumulated costs related to its Valle Divino project due to the uncertainty pertaining to the title transfer for a total amount of $457,275 which is presented under impairment loss in the consolidated statement of operations for the year ended December 31, 2022.

 

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” 1,150 square-foot single-family homes that feature 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 construction in mind. Planned amenities include a pool, wellness and fitness center and available office space.

 

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 100% owned by Roberto Valdes, the Company’s Chief Executive Officer. In September 2019, the Company executed a land purchase agreement with Valdeland, under which the Company is to acquire from Valdeland the Plaza Bajamar property free of liens and encumbrances for a total consideration of $1,000,000.

 

In November and December 2019, $250,000 was paid to the Company’s Chief Executive Officer, Roberto Valdes, of which $150,000 was used for the construction of two model Villas at our planned Plaza Bajamar development and $100,000 as a down payment towards the acquisition of the land from Valdeland. As of December 31, 2022 and 2021, the Company issued 250,000 shares of the Company’s common stock for total amount of $150,000 reported under Prepaid and other current assets in the consolidated balance sheets towards the purchase of the land.

 

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.

 

F-19

 

The Company funded the construction by an additional $396,900 and $111,000 during the years ended December 31, 2022, and 2021, respectively. Valdeland is the construction contractor is also an entity controlled and owned by Roberto Valdes.

 

The balance of construction in process for Plaza Bajamar totaled $0 and $419,147 as of December 31, 2022, and 2021, respectively. The Company fully impaired the accumulated costs related to Plaza Bajamar, due to the uncertainty pertaining to title transfer for a total amount of $81,047, which is presented under impairment loss in the consolidated statement of operations for the year ended December 31, 2022.

 

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 2023.

 

As of December 31, 2022, Valdeland sold six (6) house constructions on residential lots for estimated price of $1.5 million, of which $0.4 million has been paid and collected by the Company and initially presented under contract liability in the consolidated balance sheet as of December 31, 2022. However, the Company offset the balance of construction in process with the contract liability with the net balance written off due to the uncertainty pertaining to the transfer of title.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

Roberto Valdes - Chief Executive Officer

 

Effective January 1, 2020, the Company executed an employment agreement with Roberto Valdes, its Chief Executive Officer.

 

The Company paid approximately $16,560 and $0 in salary during the years ended December 31, 2022, and 2021, respectively. The Company has accrued $132,152 of compensation in relation to the employment agreement during the year ended December 31, 2022. On December 19, 2022, the Company converted $348,016 of compensation into 2,320,106 shares of common stock, which resulted in the recognition of $30,161 of extinguishment loss. The balance owed is $33,038 as of December 31, 2022.

 

On December 1, 2022, the Company issued 465,834 stock options under the 2022 Plan with a strike price of $0.20, vesting 25% on grant date and the remaining 75% monthly over a twelve-month period from grant date with an estimated fair value of approximately $53,800.

 

The Company has accrued $135,232 of compensation costs in relation to the employment agreement during the year ended December 31, 2021. The balance owed is $265,463 as of December 31, 2021.

 

On October 2, 2021, the Company issued 500,000 stock options under the 2019 Plan with a strike price of $0.50, vesting six months after issuance with contractual term of 5 years for estimated fair value of $270,000.

 

As of December 31, 2022, the Company funded an aggregate amount of 1.2 million for construction on residential lots, projects amenities and towards the acquisition of land to companies controlled by the Company’s Chief Executive Officer. The land for the Plaza Bajamar and Valle Divino is currently owned by two entities controlled by the Chief Executive Officer (Valdeland S.A de C.V. and Valdetierra S.A de C.V) and all parties executed land purchase agreement for each project to transfer title of the land to a bank trust or “fideicomiso”, in which the Company will be named the beneficiary of the trust (“fideicomisario”).

 

During the year ended December 31, 2022, the Company funded an aggregate amount of $497,900 to the construction companies owned by the Company’s Chief Executive Officer for the two projects in Ensenada, Baja California. The Company has not yet established the bank trust, which is anticipated to occur before the end of the fiscal year 2023. The properties at Valle Divino and Plaza Bajamar have executed promise to purchase agreements between the Company and Roberto Valdes, which require the transfer of titles of the land free of liens and encumbrances to the Company. There can be no assurance as to what and if any profit might have been received by our Chief Operating Officer, in his separate company as a result of these transactions.

 

F-20

 

Jason Sunstein - Chief Financial Officer

 

Effective January 1, 2020, the Company executed an employment agreement with Jason Sunstein, its Chief Financial Officer.

 

The Company paid to its Chief Financial Officer salary compensation for services directly related to continued operations of $20,000 for the year ended December 31, 2022. The Company has accrued $132,152 of compensation cost in relation to the employment agreement during the year ended December 31, 2022.

 

On December 19, 2022, the Company converted $253,319 of compensation into 1,688,793 shares of common stock, which resulted in the recognition of $21,954 of extinguishment loss. The balance owed is $33,038 as of December 31, 2022.

 

On December 1, 2022, the Company issued 465,833 stock options under the 2022 Plan with a strike price of $0.20, vesting 25% on grant date and the remaining 75% monthly over a twelve-month period from grant date with an estimated fair value of approximately $53,800.

 

The Company paid to its Chief Financial Officer salary compensation for services directly related to continued operations of $25,667 for the year ended December 31, 2021. The Company has accrued $135,232 of compensation cost in relation to the employment agreement during the year ended December 31, 2021. The balance owed is $174,205 as of December 31, 2021.

 

On October 2, 2021, the Company issued 500,000 stock options under the 2019 Plan with a strike price of $0.50, vesting six months after issuance with contractual term of 5 years for estimated fair value of $270,000.

 

The Company’s Chief Financial Officer is also the managing member of Six Twenty Management LLC, an entity that has been providing ongoing capital support to the Company (See Note 7).

 

The Company’s Chief Financial Officer also facilitated the Emerald Grove asset purchase as described in Note 3.

 

The Company’s Chief Financial Officer, through his wholly owned entity Six-twenty Management LLC, has been providing on-going financial support for the Company’s working capital needs (see note 8).

 

Frank Ingrande - President

 

On May 10, 2021, the Company executed an employment agreement with Frank Ingrande, the Company’s President, for total annual compensation of $120,000. Pursuant to his employment agreement, the Company also issued 50,000 shares of common stock of the Company for total fair value of $66,000.

 

The Company paid to its President salary compensation for services directly related to continued operations of $20,000 for the year ended December 31, 2022. The Company has accrued $132,152 of compensation cost in relation to the employment agreement during the year ended December 31, 2022.

 

On December 19, 2022, the Company converted $140,845 of compensation into 938,967 shares of common stock, which resulted in the recognition of $12,207 of extinguishment loss. The balance owed is $33,038 as of December 31, 2022.

 

On December 1, 2022, the Company issued 465,833 stock options under the 2022 Plan with a strike price of $0.20, vesting 25% on grant date and the remaining 75% monthly over a twelve-month period from grant date with an estimated fair value of approximately $53,800.

 

On October 2, 2021, the Company issued 250,000 stock options under the 2019 Plan with a strike price of $0.50, vesting six months after issuance with contractual term of 5 years for estimated fair value of $135,000.

 

Frank Ingrande is the co-founder and owner of 33% of the Company’s equity-method investee RCVD.

 

Our President is the managing member of A&F. During the year ended December 31, 2022, the Company fully impaired the carrying balance of the promissory note for a total amount of $103,234 since this was never paid, issued to A&F Agricultures, LLC (“A&F”), pursuant to the business agreement executed in October 2020, and rescinded in December 2021. The promissory note was issued to reimburse the Company for all the land development and investment in amenities to commence the business venture with A&F.

 

F-21

 

NOTE 6 – PROMISSORY NOTES

 

Promissory notes consisted of the following at December 31, 2022, and 2021:

 SCHEDULE OF PROMISSORY NOTES 

		December 31, 2022				December 31, 2021
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
Redwood Trust note payable, 12% interest, due February 2023			1,787,000				1,787,000
Total Notes Payable		$	1,889,762			$	1,889,762
Less discounts			(4,146	)			(51,462	)
Total Promissory notes, net of discount			1,885,616				1,838,300
Less current portion			(1,885,616	)			(102,762	)
Total Promissory notes, net of discount - long term		$	-			$	1,735,538

 

Interest expense related to the amortization of the associated debt discount for the year ended December 31, 2022, and 2021 was $47,316 and $296,541, respectively.

 

Redwood Trust

 

On January 21, 2021, the Company refinanced its existing first and second mortgage loans on the 80 acres of land and the structure located at Sycamore Road in Hemet, California for aggregate amount of $1,787,000, carrying coupon at twelve (12) percent, payable in monthly interest installments of $17,870 starting on September 1st, 2021, and continuing monthly thereafter until maturity on February 1st, 2023, at which time all sums of principal and interest then remaining unpaid shall be due and payable. The balloon payment promissory note is secured by deed of trust. The refinanced amount paid off the first and second mortgage loans with a net funding to the Company of approximately $387,000, net of finders’ fees. There has been no activity during the year ended December 31, 2022. The Company incurred $180,000 of interest expense and paid $142,960 of interest, of which $35,740 was paid by a related party, during the year ended December 31, 2022. Accrued interest was $73,040 as of December 31, 2022.

 

Cash Call, Inc. – In default

 

On March 19, 2018, the Company issued a promissory note to CashCall, Inc. for $75,000 of cash consideration. The note bears interest at 94%, matures on August 1, 2020. The Company also recorded a $7,500 debt discount due to origination fees due at the beginning of the note, which was fully amortized as of December 31, 2022 and 2021. The Company paid down $0 and $11,821 of the principal during the years ended December 31, 2022, and 2021, respectively.

 

On August 2, 2022, the Company and Cash Call settled for an aggregate principal of $23,641 payable in one lump sum or a series of 9 installments of $3,152. No payment was made under this settlement agreement.

 

As of December 31, 2022, and 2021, the remaining principal balance was $24,785. The Company has not incurred any interest expense related to this promissory note during the years ended December 31, 2022, and 2021.

 

Christopher Elder – In default

 

On December 15, 2020, the Company entered into a promissory note pursuant to which the Company borrowed $126,477. Interest under the promissory note is 15% per annum, and the principal and all accrued but unpaid interest is due on March 15, 2021. The note is in technical default as it is past maturity date and the Company failed to repay the outstanding principal and accrued interest.

 

F-22

 

The Company paid down $0 and $50,000 of the principal during the years ended December 31, 2022, and 2021, respectively. As of December 31, 2022, and 2021, the remaining principal balance was $76,477.

 

The Company incurred approximately $11,350 and $11,310 of interest during the year ended December 31, 2022, and 2021, respectively. Accrued interest was $23,500 and $12,563 as of December 31, 2022 and 2021, respectively.

 

The Company also has a balance of $347,290 owed and currently recorded and presented as accounts receivable in the consolidated balance sheet as of December 31, 2022. The Company fully impaired the remaining balance of its receivable as of December 31, 2022, due to uncertainty pertaining to the capacity to pay of the Company’s debtor.

 

NOTE 7 – CONVERTIBLE NOTES

 

Convertible notes consisted of the following at December 31, 2022, and 2021:

SCHEDULE OF CONVERTIBLE NOTES 

		December 31, 2022				December 31, 2021
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				-
Mast Hill convertible note, 12% interest, due March 2023 (in default)			250,000				-
Blue Lake convertible note, 12% interest, due March 2023 (in default)			250,000				-
Total convertible notes		$	771,738			$	-
Less discounts			(213,081	)			-
Total convertible notes, net of discount			558,657				-
Less current portion			(558,657	)			-
Total convertible notes, net of discount - long term		$	-			$	-

 

Sixth Street Lending LLC

 

On February 4, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $116,200 for net proceeds of $100,000, net of issuance costs of $3,750 and original issuance discount of $12,450. The interest rate under the convertible promissory note is 10% per year, and the principal and all accrued but unpaid interest are due on February 4, 2023. The note requires ten (10) mandatory monthly installments of $12,782 (including a guaranteed twelve-month coupon of $16,200) starting in March 2022.

 

The note is convertible upon an event of default at the noteholder’s option into shares of our common stock at the greater of a fixed conversion price or 25% discount to the trading price of the Company’s common stock, subject to standard anti-dilutive rights.

 

During the year ended December 31, 2022, the Company paid its required monthly installments for aggregate amount of $127,820, consisting of $116,200 of principal and $11,620 applied against accrued interest.

 

The Company initially recognized $16,200 of debt discount resulting from the original issue discount and the deferred financing costs. The Company amortized the full $16,200 through interest expense during the year ended December 31, 2022.

 

As of December 31, 2022, the Company fully paid off all balances due to Sixth Street Landing LLC.

 

F-23

 

Mast Hill Fund, L.P (“Mast note”)- In technical default

 

On March 23, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $250,000 for net proceeds of $211,250, net of issuance costs of $13,750 and original issuance discount of $25,000. The interest rate under the convertible promissory note is 12% per year, and the principal and all accrued but unpaid interest are due on March 23, 2023. The note requires eight (8) mandatory monthly installments of $35,000 starting in July 2022.

 

Additionally, as an incentive to the note holder, the securities purchase agreement also provided for the issuance of 225,000 shares of common stock with fair value of approximately $101,000, which were fully earned at issuance, and 343,750 warrants to purchase an equivalent number of shares of common stock at an exercise price of $0.80 and a term of five years. 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 $0.35, subject to standard anti-dilutive rights. The conversion price of the convertible debt and the strike price of the warrants should be adjusted to the new effective conversion price following subsequent dilutive issuances.

 

During the year ended December 31, 2022, the Company did not pay any principal or interest on the Mast note. During the year ended December 31, 2022, the Company was able to extend the required amortization payments at three instances, pursuant to the terms of the underlying agreement, for a total penalty paid of $10,500. The principal balance owed to Mast Hill Fund is $250,000 as of December 31, 2022. Accrued interest totaled approximately $23,700 as of December 31, 2022.

 

The Company is in technical default as the Company (i) consummated a variable rate transaction with another lender and (ii) failed to make the required installment payment as required under the terms of the agreement. 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 25% of the principal and accrued interest.

 

As of December 31, 2022, the Company accrued $68,426 as default penalty, which is presented in accounts payable and accrued liabilities in the consolidated balance sheet.

 

The Company initially recognized $219,832 of debt discount resulting from the original issue discount, the deferred financing costs, the fair value assigned to the commitment shares and the warrants. The Company amortized $169,090 through interest expense during the year ended December 31, 2022. The balance of the unamortized debt discount is $50,742 as of December 31, 2022. The Company recognized additional interest of approximately $71,000 from the fair value of the warrants in the year ended December 31, 2022.

 

The Company incurred approximately $23,700 of interest expenses during the year ended December 31, 2022. Accrued interest was $23,700 as of December 31, 2022.

 

Blue Lake Partners LLC (“Blue Lake note”) – In technical default

 

On March 28, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $250,000 for net proceeds of $211,250, net of issuance costs of $13,750 and original issuance discount of $25,000. The interest rate under the convertible promissory note is 12% per year, and the principal and all accrued but unpaid interest are due on March 28, 2023. The note requires eight (8) mandatory monthly installments of $35,000 starting in July 2022. Additionally, as an incentive to the note holder, the securities purchase agreement provided for the issuance of 225,000 shares of common stock with fair value of approximately $101,000, which were fully earned at issuance, and 343,750 warrants for the purchase of an equivalent number of shares of common stock at an exercise price of $0.80 and a term of five years.

 

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 $0.35, subject to standard anti-dilutive rights. With the issuance of a variable rate transaction with any new investor, the conversion price of the convertible debt and the strike price of the warrants should be adjusted down to the new effective conversion price.

 

F-24

 

During the year ended December 31, 2022, the Company did not pay any principal or interest on the Blue Lake note. The principal balance owed to Blue Lake Partners is $250,000 as of December 31, 2022. Accrued interest totaled approximately $23,400 as of December 31, 2022.

 

The Company is in technical default of the note as the Company (i) consummated a variable rate transaction with another lender and (ii) failed to make the required installment payment as required under the terms of the agreement. 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 25% of the principal and accrued interest.

 

As of December 31, 2022, the Company accrued $68,344 as default penalty, which is presented in accounts payable and accrued interest in the consolidated balance sheet.

 

The Company initially recognized $219,607 of debt discount resulting from the original issue discount, the deferred financing costs, the fair value assigned to the commitment shares and the warrants. The Company amortized $166,510 through interest expenses during the year ended December 31, 2022. The balance of the unamortized debt discount is $53,097 as of December 31, 2022. The Company recognized additional interest of approximately $71,000 from the fair value of the warrants in the year ended December 31, 2022.

 

1800 Diagonal Lending Inc. (“Diagonal note”)

 

Diagonal note #1

 

On July 28, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $85,000 for net proceeds of $80,750, net of issuance costs of $4,250. Interest rate under the convertible promissory note is 9% per year, and the principal and all accrued but unpaid interest are due on July 28, 2023. At any time after issuance, the note is convertible into shares of our common stock at the greater of a fixed rate or discount to the market price. The note includes a prepayment feature at a premium of 25% from the issuance date and up to 180 days. The note includes a 50% penalty premium on unpaid principal and interest upon an event of default.

 

The principal balance of Diagonal note #1 is $85,000 as of December 31, 2022. The Company incurred approximately $3,700 of interest expenses during the year ended December 31, 2022. Accrued interest was $3,700 as of December 31, 2022.

 

The Company initially recognized $4,250 of debt discount resulting from the original issue discount and the deferred financing costs. The Company amortized $1,771 through interest expenses during the year ended December 31, 2022. The balance of the unamortized debt discount is $2,479 as of December 31, 2022.

 

Diagonal note #2

 

On September 2, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $64,250 for net proceeds of $60,000, net of issuance costs of $4,250. Interest rate under the convertible promissory note is 9% per year, and the principal and all accrued but unpaid interest are due on September 2, 2023. At any time after issuance, the note is convertible into shares of our common stock at the greater of a fixed conversion rate or discount to the market price. The note includes a prepayment feature at a premium of 25% from the issuance date and up to 180 days. The note includes a 50% penalty premium on unpaid principal and interest upon an event of default.

 

During the year ended December 31, 2022, the Company did not pay any principal or interest on Diagonal note #2. The principal balance owed to Diagonal is $64,250 as of December 31, 2022. The Company incurred approximately $1,900 of interest expenses during the year ended December 31, 2022. Accrued interest was $1,900 as of December 31, 2022.

 

The Company initially recognized $4,250 of debt discount resulting from the original issue discount and the deferred financing costs. The Company amortized $1,417 through interest expenses during the year ended December 31, 2022. The balance of the unamortized debt discount is $2,833 as of December 31, 2022.

 

F-25

 

Diagonal note #3

 

On October 17, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $142,276 for net proceeds of $122,782, net of issuance costs of $19,494. Interest under the convertible promissory note is 10% per year, and the note includes a guaranteed twelve-month coupon or $14,227.

 

The maturity date of the note is October 17, 2023. The convertible note is contingently convertible upon an event of default, and the conversion price is the greater of a fixed rate or a discount to the market price. The note requires ten (10) monthly installment payments of $15,650 starting on November 30, 2022.

 

The Company used $12,782 from the proceeds to pay off the balance of Sixth Street Lending LLC.

 

The Company incurred approximately $14,227 of interest expenses and paid $1,423 of interest during the year ended December 31, 2022. Accrued interest was $12,804 as of December 31, 2022.

 

The Company initially recognized $19,494 of debt discount resulting from the original issue discount and the deferred financing costs. The Company amortized $4,061 through interest expenses during the year ended December 31, 2022. The balance of the unamortized debt discount is $15,433 as of December 31, 2022.

 

During the year ended December 31, 2022, the Company paid $19,788 of principal pursuant to the terms of the note. The balance of the Diagonal note #3 is $122,488 as of December 31, 2022.

 

NOTE 8 – PROMISSORY NOTES – RELATED PARTIES

 

Related party promissory notes consisted of the following at December 31, 2022 and 2021:

SCHEDULE OF RELATED PARTY TRANSACTIONS 

		December 31, 2022				December 31, 2021
RAS Real Estate LLC – Past maturity		$	249,589			$	365,590
Six-Twenty Management LLC – On demand			960,746				447,317
Lisa Landau – On demand			76,359				22,077
Total promissory notes, net of discount current		$	1,286,694			$	834,984

 

Six Twenty Management LLC (“Six-Twenty”)

 

Jason Sunstein, the Company’s Chief Financial Officer is also the managing member and 100% owner of Six Twenty Management LLC, an entity that has been providing ongoing capital support to the Company.

 

On March 31, 2021, the Company executed a non-convertible promissory note with Six Twenty for an initial amount funded of $288,611 and carrying a coupon of eight percent (8%) and a maturity of twelve months. Six-Twenty subsequently funded the Company for additional cash of $609,200.

 

During the year ended December 31, 2022, Six Twenty funded an additional $734,285 and the Company repaid $220,856.

 

During the year ended December 31, 2021, the Company paid $544,468 in cash towards the non-convertible promissory note. Six-Twenty paid two of the installments related to the Labrys note (See Note 6) for total amount of $124,444 and the Company paid $30,470 of expenses related to the related party, which decreased the principal owed.

 

As of December 31, 2022 and 2021, the principal balance owed to Six-Twenty was $960,746 and $447,317, respectively.

 

The Company incurred $62,611 and $24,354 of interest expense during the year ended December 31, 2022 and 2021, respectively. Accrued interest was $86,965 and $24,354 as of December 31, 2022 and 2021, respectively. Refer to note 5 for disclosures on related party.

 

F-26

 

RAS, LLC (past maturity)

 

On October 25, 2019, the Company issued a promissory note to RAS, LLC “RAS”, a company managed by Lisa Landau, which is a relative to the Company’s Chief Financial Officer for $440,803. The proceeds of the note were largely used to repay shareholder loans and other liabilities. The loan bears interest at 10%, and also carries a default coupon rate of 18%. The loan matured on April 25, 2020, and is secured by 2,500,000 common shares and a Second Deed of Trust for property in Hemet, CA (Emerald Grove). Additionally, as an incentive to the note holder, the Company was required to issue to the holder 132,461 shares of common stock valued at $97,858, which was recorded as a debt discount as of December 31, 2019.

 

The outstanding balance is $249,589 and $365,590 at December 31, 2022, and 2021, respectively. The Company repaid $116,000 during the year ended December 31, 2022.

 

Interest expense for the year ended December 31, 2022, and 2021 was $48,228 and $64,590, respectively. During the year ended December 31, 2022, the Company paid in cash $17,600 of interest. Accrued interest was $45,876 and $15,248 as of December 31, 2022 and 2021, respectively.

 

During the year ended December 31, 2021, the Company issued 29,727 shares of common stock against $10,999 of accrued interest. During the year ended December 31, 2021, the Company paid in cash $30,800 of interest and $17,600 was paid directly by RAS to the creditor, which increased the principal owed to RAS as of December 31, 2021.

 

Lisa Landau

 

Lisa Landau is a relative to the Company’s Chief Financial Officer. Lisa Landau funded an aggregate amount of $58,902 and directly paid corporate expenses in the amount of $63,476 on behalf of the Company and was repaid $68,096 during the year ended December 31, 2022.

 

During the year ended December 31, 2021, Lisa Landau advanced approximately $84,600 for additional improvements at Emerald Grove and $25,462 of corporate expenses. The Company has repaid $88,000 in cash during the year ended December 31, 2021.

 

The principal balance was $76,359 and $22,077 as of December 31, 2022 and 2021, respectively. The advances are on demand but do not carry any interest.

 

NOTE 9 – EQUITY METHOD INVESTMENT

 

In May 2021, the Company acquired a 25% investment in Rancho Costa Verde Development, LLC (“RCVD”) in exchange for 3,000,000 shares of the Company’s common stock at a determined fair value of $0.86 per share and $100,000 in cash for total consideration of $2,680,000. The fair value of the non-monetary exchange was determined based on a valuation report obtained from an independent third-party valuation firm. The fair value of the Company’s common stock was determined based on a weighted combination of market approach and asset approach. The market approach estimates fair value based on a weighted average between the listed price of the Company’s common share and the Company’s recent private transaction adjusted for a lack of marketability discount.

 

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 was not consolidated under the variable interest model.

 

Rancho Costa Verde 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, Mexico. RCVD is a self-sustained solar powered green community that takes advantage of the advances in solar and other green technology.

 

The investment was recorded at cost, which was determined to be $2,680,000. A total of 3,000,000 shares of common stock were issued as of December 31, 2022 and 2021.

 

F-27

 

The following represents summarized financial information of RCVD for the years ended December 31, 2022 and 2021:

SUMMARIZED FINANCIAL INFORMATION OF RCVD

Income statement		2022				2021
Revenue		$	2,804,430			$	2,071,364
Cost of goods sold			1,492,184				587,520
Gross margin			1,312,246				1,483,844
Operating expenses			(2,342,539	)			(1,510,881	)
Interest expense			(659,680	)			(645,642	)
Net loss		$	(1,689,973	)		$	(672,679	)
Balance sheet
Current assets		$	2,210,701			$	2,204,129
Non-current assets		$	4,599,757			$	4,783,210
Current liabilities		$	10,755,826			$	1,026,660
Non-current liabilities		$	5,822,234			$	14,038,220

 

Based on its 25% equity investment, the Company has recorded a loss from equity investment of $422,493 and $168,170 for the years ended December 31, 2022 and 2021, respectively. The Company impaired the remaining balance of its equity-method investment for a total amount of $2,089,337 for the year ended December 31, 2022.

 

NOTE 10 – COMMITMENTS AND CONTINGENCIES

 

Commitment to Purchase Land

 

Land purchase- Valle Divino

 

The land project consisting of 20 acres to be acquired from Baja Residents Club (a Company controlled by our CEO Roberto Valdes) and developed into Valle Divino resort in Ensenada, Baja California, the acquisition of title to the land for this project is subject to approval from the Mexican government in Baja, California. Although management believes that the transfer of title to the land will be approved before the end of the Company fiscal year end 2023, there is no assurance that such transfer of title will be approved in that time frame or at all. The Company has promised to transfer title to the plots of land to the investors who have invested in the Company once the Company receives an approval of change in transfer of title to the Company through a Fideicomiso. As of December 31, 2022, and 2021, Valdetierra S.A de C.V., a company controlled and 100% owned by Roberto Valdes our Chief Executive Officer, has entered into fifteen (15) and thirteen (13) contracts for deed agreements to sell lots of land, respectively. The proceeds are collected by the Company and initially presented under contract liability in the consolidated balance sheets; however, the Company netted the balance in contract liability for $457,275 against the related capitalized construction in process, with the remaining net balance fully impaired and recorded under impairment loss in the consolidated statement of operation for the year ended December 31, 2022.

 

Land purchase- Plaza Bajamar

 

On September 25, 2019, the Company, entered into a definitive Land Purchase Agreement with Valdeland, S.A. de C.V., a Company controlled by our CEO 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 $1,000,000, payable in a combination of a new series of preferred stock (with a stated value of $600,000), 250,000 shares of common stock, a promissory note in the amount of $150,000, and an initial construction budget of $150,000 payable upon closing. The closing is subject to obtaining the necessary approval by the City of Ensenada and transfer of title, which includes the formation of a wholly owned Mexican subsidiary. As of December 31, 2022, and 2021, the agreement has not yet closed.

 

The total budget was established at approximately $1,556,000, inclusive of lots construction, of which approximately $816,047 has been paid, leaving a firm commitment of approximately $740,000 as of December 31, 2022.

 

F-28

 

Commitment to Sell Land

 

On September 30, 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 20 acres of vacant land and associated improvements located at the Emerald Grove property in Hemet, California for a total purchase price of $630,000, $63,000 was paid upon execution and the balance is payable in a balloon payment on October 1, 2026, with interest only payments due on the 1st of each month beginning April 1, 2020. During the duration of the Agreement the Company retains title and is allowed to encumber the property with a mortgage at its discretion, however IntegraGreen has the right to use the property. The Company may also evict IntegraGreen from the premises in the case of default under the agreement. The principal owed under the agreement is $403,020.

 

Due to the nature of the Agreement, the Company’s management deemed that there was an embedded lease feature in the agreement in accordance with ASC 842. As a result, the initial payment of $63,000 was classified as a deposit. Upon an event of default in which case the payment is non-refundable, and the Company no longer has any obligation to provide access to the land. The interest payments will be recognized monthly as lease income.

 

During the year ended December 31, 2022, and 2021, the Company recognized $0 and $25,899 in lease income, respectively. Effective on October 1, 2021, the Company determined that the agreement met the definition of a contract pursuant to the guidance in ASU 2014-09 and recognized approximately $496,800 in revenue.

 

The Company recognized $0 and $6,660 of interest related to the financing component of the sale pursuant to ASC 606, during the year ended December 31, 2022 and 2021, respectively. Interest is presented in the other income (expense) in the consolidated statement of operations for the year ended December 31, 2021.

 

The Company recognized $0 and $8,340 of interest related to the seller carry back, during the year ended December 31, 2022 and 2021, respectively. Interest is presented in the other income (expense) in the consolidated statements of operations for the year ended December31, 2021. The Company fully impaired the carrying balance of its account receivable owed by IntegraGreen as of December 31, 2022.

 

Oasis Park Resort construction budget

 

During the year ended December 31, 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. Contractor also commenced phase II construction including the waterfront clubhouse, casitas, and model homes. The total budget was established at approximately $512,000, of which approximately $118,600 has been paid, leaving a firm commitment of approximately $393,400 as of December 31, 2022.

 

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 December 31, 2022 consisted of 150,000,000 authorized common shares and 2,000,000 authorized preferred shares, both with a par value of $0.001 per share. As of December 31, 2022, and 2021, there were 43,499,423 and 31,849,327 shares of common stock issued and outstanding, respectively. As of December 31, 2022, and December 31, 2021, 28,000 shares of Series A Preferred Stock were issued and outstanding and 1,000 shares of Series B Preferred Stock were issued and outstanding, respectively.

 

F-29

 

On October 14, 2021, the Board of Directors approved an amendment to the Company’s articles of incorporation to increase the Company’s authorized common stock, par value $0.001 from 75,000,000 shares to 150,000,000 and to effect a reverse split in a ratio of not less than 1 for 2 and not more than 1 for 12. The Company has not yet initiated any reverse split as of December 31, 2022.

 

Equity Incentive Plans

 

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 5,000,000 shares of the Company’s common stock to be available under the 2022 Plan. The 2022 Plan was never approved by the stockholders. Therefore, any options granted under the 2022 Plan prior to stockholder approval will be “non-qualified”. The Company granted 2,150,000 options during the year ended December 31, 2022. The Company has 2,150,000 options issued and outstanding under the 2022 Plan as of December 31, 2022.

 

2020 Equity Incentive Plan

 

The Company has reserved a total of 3,000,000 shares of the authorized common stock for issuance under the 2020 Equity Plan. During the year ended December 31, 2022, the Company has granted 1,300,000 options under the 2020 Plan and 1,300,000 options were exercised, leaving a balance of 1,700,000 options issued and outstanding as of December 31, 2022 and 2021.

 

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 3,000,000 shares of the Company’s common stock to be available under the 2019 Plan. No options under the 2019 Plan were issued, cancelled, forfeited, or exercised during the year ended December 31, 2022. The Company has 2,150,000 options issued and outstanding under the 2019 Plan as of December 31, 2022 and 2021.

 

Common Stock

 

All shares of common stock issued during the years ended December 31, 2022, and 2021, were unregistered.

 

Common Stock Issued for Services:

 

During the year ended December 31, 2022, the Company issued an aggregate of 3,447,038 shares of common stock pursuant to consulting agreements for a total value of $1,470,837.

 

During the year ended December 31, 2021, the Company issued an aggregate of 545,946 shares of common stock in connection with consulting, advisory and finders’ fee agreements for a total value of $601,108.

 

During the year ended December 31, 2021, the Company issued 50,000 shares to the Company’s President in accordance with an executed employment agreement valued at $66,000.

 

Common Stock Issued for Cash:

 

During the year ended December 31, 2022, the Company received $15,000 in cash for the issuance of 60,000 shares of common stock.

 

During the year ended December 31, 2021, the Company received $65,000 in cash for the issuance of 140,000 shares of common stock.

 

F-30

 

Common Stock Issued from warrants and options exercise:

 

During the year ended December 31, 2022, the Company issued 1,300,000 shares of common stock from the exercise of 1,300,000 stock options for a total cash consideration of $1,300.

 

During the year ended December 31, 2021, the Company issued 160,000 shares of common stock for total consideration of $50,000 from warrants exercise.

 

During the year ended December 31, 2021, the Company issued 1,000,000 shares of common stock from option exercise for total consideration of $50,000.

 

Common Stock sold with a Promise to Deliver Title to Plot of Land and Warrants:

 

On December 8, 2020, the Company received cash proceeds of $20,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $20,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $11,890; and plot of land was valued at $8,110. The shares were issued on March 1, 2021.

 

On December 31, 2020, the Company received cash proceeds of $30,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $30,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $20,622; and plot of land was valued at $9,378. The shares were issued on March 1, 2021.

 

On April 22, 2021, the Company received cash proceeds of $35,000 for 70,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $35,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $29,521; and plot of land was valued at $5,479.

 

There was no activity during the year ended December 31, 2022.

 

Common Stock Issued for debt settlement:

 

During the year ended December 31, 2022, the Company issued 6,039,058 shares of common stock for the settlement of related party debts in the aggregate amount of $905,859.

 

On December 31, 2020, the Company executed amendments to promissory notes with six (6) existing investors to extend the maturity date for the issuance of an aggregate of 23,000 shares of common stock with a fair value of approximately $10,000. These shares were issued on January 1, 2021.

 

On January 1, 2021, the Company issued an aggregate of 95,000 shares of common stock in conjunction with previously executed promissory notes. These shares were previously recorded as stock payable for aggregate fair value of approximately $75,600.

 

On January 1, 2021, the Company issued an aggregate of 23,000 shares of common stock in conjunction with executed amendments to previously executed promissory notes. These shares were issued with an estimated fair value of $8,970.

 

On January 1, 2021, the Company issued 29,727 shares of common stock with fair value of $10,999 as payment for accrued interest related to a promissory note with related party.

 

F-31

 

On February 25, 2021, the Company issued 85,000 shares of common stock as commitment shares in accordance with the terms of one of its senior secured self-amortization convertible note with aggregate fair value of $130,900.

 

On July 1, 2021, the Company issued an aggregate of 35,000 shares of common stock in conjunction with executed amendments to previously executed promissory notes. These shares were issued with an estimated fair value of $12,605.

 

During the year ended December 31, 2021, the Company issued 285,000 shares of common stock with fair value of $136,800 following a late remittance of an installment related to a prior self-amortization note.

 

Common Stock Issued for equity-method investment:

 

On May 14, 2021, the Company issued 3,000,000 shares of common stock with a fair value of $2,580,000 for the acquisition of 25% of the membership interest of Rancho Costa Verde Development (See note 9).

 

Common Stock issued following registered offering (July 2021 offering):

 

On July 26, 2021, the Company entered into securities purchase agreements with certain institutional and accredited investors for the issuance and sale of 3,000,000 shares of the Company’s common stock at a closing price of $0.68 per share. The issuance also includes an equivalent number of warrants convertible into an equivalent number of the Company’s common stock at a strike price of $0.68. The gross proceeds of the financing were $2,040,000 and the net proceeds were approximately $1,800,000.

 

Commitment shares issued with promissory notes:

 

During the year ended December 31, 2022, the Company issued 450,000 commitment shares in connection with the issuance of convertible notes for an aggregate fair value of $202,275.

 

Preferred Stock

 

On November 6, 2019, the Company authorized and issued 1,000 shares of Series B Preferred Stock (“Series B”) and 350,000 shares of common stock to CleanSpark Inc. in a private equity offering for $500,000. Management determined that the Series B should not be classified as liability per the guidance in ASC 480 Distinguishing Liabilities from Equity as of December 31, 2022, even though the conversion would require the issuance of variable number of shares since such obligation is not unconditional. As of December 31, 2022, and 2021, Management recorded the value attributable to the Series B of $293,500 as temporary equity on the consolidated balance sheets since the instrument is contingently redeemable at the option of the holder. The Company recognized the beneficial conversion feature (“BCF”) that arises from a contingent conversion feature, since the instrument reached maturity during the year ended December 31, 2020. The Company recognized such BCF as a discount on the convertible preferred stock. The amortization of the discount created by a BCF recognized as a result of the resolution of the contingency is treated as a deemed dividend that reduced net income in arriving at income available to common stockholders. The holder can convert the Series B into shares of common stock at a discount of 35% to the market price.

 

The terms and conditions of the Series B include an in-kind accrual feature, which provides for a cumulative accrual at a rate of 12% per annum of the face amount of the Series B. The Company has recognized $60,000 of dividend on Series B during the fiscal year ended December 31, 2022 and 2021, aggregating the total accrual to $190,000 and $130,000 as of December 31, 2022 and 2021, respectively. The recognition of the in-kind accrual was reported in Additional Paid In Capital on the Company’s consolidated balance sheets.

 

F-32

 

The Securities Purchase Agreement (“SPA”) states that the in-kind accrual rate should be increased by10% per annum upon each occurrence of an event of default. In addition, the SPA further states that the conversion price initially set at a discount of 35% to the market price should be further increased by an additional 10% upon each occurrence of an event of default. At the date of this Annual Report, CleanSpark claims that the Company was in default in three instances triggering further discount to the market price for the conversion feature and additional accrual rate. Management believes that it has never been in default of any covenant pursuant to the terms of the Securities Purchase Agreement. The Company has not been served with any notice of default stating the specific default events. As of the date of the filing of this Annual Report, the parties are cooperating to resolve this matter.

 

The Company did not issue any share of preferred stock during the years ended December 31, 2022 and 2021.

 

Stock Options

 

A summary of the Company’s option activity during the years ended December 31, 2022 and 2021, is presented below:

SCHEDULE OF OPTION ACTIVITY 

		Number of Options				Weighted Average Exercise Price				Weighted Average Remaining Contract Term (Year)
Outstanding at December 31, 2021			3,850,000			$	0.41				4.30
Granted			3,450,000				0.13				5.00
Exercised			(1,300,000	)			0.00				5.00
Forfeit/Canceled			-				-				-
Outstanding at December 31, 2022			6,000,000			$	0.34				3.88
Exercisable at December 31, 2022			4,521,875

 

		Number of Options				Weighted Average Exercise Price				Weighted Average Remaining Contract Term (Year)
Outstanding at December 31, 2020			2,900,000			$	0.43				3.35
Granted			3,150,000				0.30				3.43
Exercised			(1,000,000	)			0.05				1.00
Forfeit/Canceled			(1,200,000	)			0.58				0.50
Outstanding at December 31, 2021			3,850,000			$	0.41				4.30
Exercisable at December 31, 2021			1,487,500

 

Options outstanding as of December 31, 2022, and 2021, had aggregate intrinsic value of $0 and $716,000, respectively. At December 31, 2022, the total unrecognized deferred share-based compensation expected to be recognized over the remaining weighted average vesting periods of 0.59 years for outstanding grants was approximately $0.3 million.

 

F-33

 

The following table summarizes information about stock options outstanding and vested at December 31, 2022:

SCHEDULE OF INFORMATION ABOUT STOCK OPTIONS OUTSTANDING AND VESTED 

				Options Outstanding																Options Vested
												Weighted
												Average				Weighted								Weighted				Weighted
				Number				Number				Remaining				Average				Number				Remaining				Average
Exercise				of Options				of Options				Contractual				Exercise				of				Contractual				Exercise
Prices				Outstanding				Exercisable				Life				Price				Options				Life				Price
												(In years)												(In years)
$	0.20				2,150,000				671,875				4.92				0.20				671,875				4.92				0.20
$	0.33				1,700,000				1,700,000				2.65				0.33				1,700,000				2.65				0.33
$	0.43				600,000				600,000				3.99				0.43				600,000				3.99				0.43
$	0.50				1,550,000				1,550,000				3.75				0.50				1,550,000				3.75				0.50
					6,000,000				4,521,875				3.88			$	0.34				4,521,875				3.88			$	0.34

 

The Company measured equity-based compensation using the Black-Scholes option valuation model using the following assumptions:

SCHEDULE OF ASSUMPTIONS TO VALUE STOCK OPTIONS 

		For Years Ending December 31,
		2022				2021
Expected term			0.50-1.00 years				2.75 years
Strike price		$	0.00 – 0.20			$	0.43 - 0.50
Expected volatility			148%-275%				159%-162%
Expected dividends			None				None
Risk-free interest rate			0.34% - 0.85%				0.38%-0.87%
Forfeitures			None				None

 

Warrants

 

A summary of the Company’s warrant activity during the years ended December 31, 2022 and 2021, is presented below:

SCHEDULE OF WARRANTS ACTIVITY 

		Number of Warrants				Weighted Average Exercise Price				Weighted Average Remaining Contract Term (Year)
Outstanding at December 31, 2021			3,180,000			$	0.69				5.08
Granted			687,500				0.80				4.23
Exercised			-				-				-
Forfeit/Canceled			-				-				-
Outstanding at December 31, 2022			3,867,500			$	0.71				4.11
Exercisable at December 31, 2022			3,867,500

 

F-34

 

		Number of Warrants				Weighted Average Exercise Price				Weighted Average Remaining Contract Term (Year)
Outstanding at December 31, 2020			460,000			$	0.38				0.70
Granted			3,180,000				0.69				5.08
Exercised			(160,000	)			0.31				0.23
Forfeit/Canceled			(300,000	)			0.42				-
Outstanding at December 31, 2021			3,180,000			$	0.69				5.08
Exercisable at December 31, 2021			3,180,000

 

The Company used the following assumptions to value the warrants issued during the years ended December 31, 2022 and 2021:

SCHEDULE OF ASSUMPTIONS TO VALUE WARRANTS 

		December 2022				December 2021
		Warrants				Warrants
Risk free rate			2.34%-2.54	%			0.73	%
Market price per share		$	0.45			$	1.06
Life of instrument in years			5 years				5.50 years
Volatility			210	%			164.6	%
Dividend yield			0	%			0	%

 

 

NOTE 12 – INCOME TAX

 

As of December 31,2022, and 2021, the Company had gross federal net operating loss carryforwards of approximately $21.4 million and $11.0 million, respectively. Management expects the limitation placed on the federal net operating loss carryforwards prior to the ownership change will likely expire unused. As of December 31, 2022, all tax years are open for examination by the taxing authorities.

 

Due to the enactment of the Tax Reform Act of 2017, the corporate tax rate for those tax years beginning with 2018 has been reduced to 21%.

 

F-35

 

NOTE 13 – SUBSEQUENT EVENTS

 

Subsequent to December 31, 2022, the Company acquired the remaining 75% of its equity-method investment in RCVD for a total contractual purchase price of $13,500,000, which was be paid by the issuance of a five percent (5%) secured convertible note in aggregate principal amount of $8,900,000 payable in quarterly installments of $2,225,000 beginning on March 31, 2023, and continuing until March 31, 2024, 20,000,000 shares of common stock and 33,000,000 warrants to acquire an equivalent number of common shares at a strike price of $0.10 and expiration date of five years from grant date.

 

Subsequent to December 31, 2022, the Company issued 242,404 shares of common stock pursuant to the conversion of convertible debt in the principal amount of $15,000.

 

Subsequent to December 31, 2022, the Company paid an aggregate of approximately $241,340 in cash against its convertible notes with 1800 Diagonal, effectively retiring two of the three convertible notes.

 

Subsequent to December 31, 2022, the Company secured another convertible note with 1800 Diagonal for a principal amount of $104,250 and net funding of $100,000. The note carries an interest rate of 9% and is convertible at the greater of a fixed rate or a discount to market.

 

Subsequent to December 31, 2022, the Company converted $83,476 in principal and accrued interest with the issuance of 834,760 shares of common stock to a holder of convertible notes.

 

Subsequent to December 31, 2022, the Company issued 267,810 shares of common stock pursuant to a cashless exercise of 343,750 warrant shares.

 

Subsequent to December 31, 2022, the Company issued 100,000 shares of common stock pursuant to consulting agreements.

 

Subsequent to December 31, 2022, the Company entered into a securities purchase agreement with one investor under which the Company issued 3,100 shares of Series C preferred stock at a price of $100 per share for gross proceeds of $310,000. As an inducement to the financing, the Company reduced the strike price of such investor previously owned 1,500,000 stock warrants from $0.68 to $0.07 and issued an additional 1,240,000 warrants convertible into an equivalent number of shares of common stock, at a strike price of $0.07. The proceeds will be used to fund the Company’s working capital.

 

Management has evaluated subsequent events pursuant to the issuance of the consolidated financial statements and has determined that, other than listed above, no other reportable subsequent events exist through the date of these consolidated financial statements.

 

 

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

 

Not Applicable.

 

Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2022. This evaluation was carried out under the supervision of, and with the participation of, our management, including our Chief Executive Officer and Chief Financial Officer.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Based upon that evaluation, we have concluded that our disclosure controls and procedures are not effective as of the end of the period covered by this annual report due to the material weaknesses indicated below. We intend to implement additional procedures to improve disclosure controls.

 

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

As a result of this assessment, management concluded that, as of December 31, 2022, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with limited personnel:

 

	■	Lack of qualified and sufficient personnel, and processes to adequately and timely identify any and all required public disclosures.
	■	Deficiencies in the period-end reporting process and accounting policies.
	■	Inadequate internal controls over the application of new accounting principles or the application of existing accounting principles to new transactions.
	■	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 processes.
	■	Inadequate controls over maintenance of records.

 

Management has assigned a priority to the short-term and long-term improvement of our internal control over financial reporting.

 

The Company plans to:

 

	■	Continue to outsource the bookkeeping and technical accounting functions to external consulting firms due to the lack of internal resources.
	■	Emphasize the importance of, and monitor the sustained compliance with, the execution of our internal controls over financial reporting.
	■	Work with our third-party service provider to ensure that our accounting and reporting for income taxes are timely and accurate

 

CHANGES IN INTERNAL CONTROLS

 

No change in our system of internal control over financial reporting occurred during the period covered by this report, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information.

 

Not applicable.

 

 

PART III

 

Item 10. Directors, Executive Officers, and Corporate Governance.

 

Our Bylaws provide that the Board of Directors shall consist of no more than three (3) directors. Each director of the Company serves until his successor is elected and qualified, subject to removal by the Company’s shareholders. Each officer holds office for such term and exercises such powers and performs such duties as are determined by the Board of Directors.

 

	Name		Age		Position
	Roberto Jesus Valdes		53		Principal Executive Officer and a Director.
	Jason Sunstein		50		Principal Financial and Accounting Officer and a Director.
	Frank Ingrande		59		President and a Director

 

Roberto Jesus Valdes

 

Mr. Valdes has been the President of Grupo Valcas, Baja Residents Club, S.A. de, C.V. since 2004, and was the Assistant in the Grupo Valcas Design Department from 1989 to 1991. From 1991 through 2004, Mr. Valdes was a member of the Board of Directors, DUBCSA – Bajamar Ocean Front Resort Master Developer. During his term as a director, he acted as Project Director for Grupo Valcas. His projects have included:

 

	●	La Serena Condominiums, Ensenada, 1992-1994
	●	La Quinta Bajamar Condominiums, Ensenada, 1994-1996
	●	Oceano at Bajamar residential development, Ensenada, 1996-1998
	●	Oceano Diamante residential development, Ensenada, 2000
	●	Costa Bajamar condominiums, Ensenada, 2004-2005

 

Mr. Valdes has been one of our officers and directors since October 2013.

 

Jason Sunstein

 

Mr. Sunstein brings finance, mergers and acquisitions and general management experience. Since 1989, he has participated in a broad variety of both domestic and international structured investments and financings, ranging from debt and preferred stock to equity and developmental capital across a wide variety of infrastructure and corporate financings. He has been involved in numerous start-ups, turnarounds and public companies. Mr. Sunstein serves on the Board of Directors of several public and private companies. In December 2014 Mr. Sunstein filed for Chapter 7 bankruptcy, and he was discharged on May 2015. He attended San Diego State University where he majored in Finance and has held NASD Series 7 (General Securities Representative) and Series 63 licenses.

 

Mr. Sunstein has been one of our officers and directors since October 2013.

 

Frank Ingrande

 

Mr. Ingrande is the Co-founder of Rancho Costa Verde Development, the Company’s equity-method investee. He is a native San Diego resident with over 30 years of experience in the second-home industry and more than 20 years in the second-home market in Mexico. Mr. Ingrande has direct experience in acquiring, developing, and marketing real estate in Mexico. His educational background includes a Bachelor of Business Administration degree and a Master of Business Administration degree with an emphasis in Entrepreneurship and International Business from the University of San Diego. Mr. Ingrande holds a California Real Estate Salesperson License.

 

Mr. Sunstein has been one of our officers since May 2021.

 

 

Term of Office

 

All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified or until removed from office in accordance with our bylaws. There are no agreements with respect to the election of directors. We have not compensated our directors for service on our board of directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our board of directors. Officers are appointed annually by our board of directors and each executive officer serves at the discretion of our board of directors. We do not have any standing committees. Our board of directors may in the future determine to pay directors’ fees and reimburse directors for expenses related to their activities.

 

None of our officers and/or directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.

 

Board Committees

 

Audit Committee

 

We do not have a standing audit committee of the Board of Directors. Management has determined not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S-B is beyond its limited financial resources.

 

Code of Ethics

 

To date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer. The Company does not believe that a formal written code of ethics is necessary at this time. We expect that the Company will adopt a code of ethics if and when the board of directors deems it is necessary.

 

Our directors will serve until the next annual meeting of shareholders or until their successors are duly elected and have qualified. Officers hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated. There is no arrangement or understanding between any person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect directors to our board. There are also no arrangements, agreements or understandings between non-management shareholders that may directly or indirectly participate in or influence the management of our affairs. Our Board of Directors does not have any committees at this time.

 

Potential Conflicts of Interest

 

Since we do not have an audit or compensation committee comprised of independent directors or any independent directors on our board, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We have disclosed throughout this Annual Report all potential Conflicts of interest involving the Company’s executive officers as disclosed in notes 3, 4 5, 8 and 9. We are not aware of any other conflicts of interest with any of our executives or directors.

 

Director Independence

 

Our board of directors has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our board of directors determined that our directors do not meet the independence requirements, according to the applicable rules and regulations of the SEC.

 

 

Corporate Governance

 

There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for that purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.

 

Family Relationships

 

Mr. Sunstein and Ms. Landau are brother and sister. Ms. Landau is a former executive officer and former Secretary of the Company and a shareholder of the Company. The Company issued a promissory note to RAS, LLC “RAS”, a company controlled by Ms. Landau.

 

Indemnification of Executive Officers and Directors

 

Section 17-16-856 of the Wyoming Business Corporation Act provides that any director or officer of a Wyoming corporation may be indemnified against judgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with or in defending any action, suit or proceeding in which he is a party by reason of his position, so long as it shall be determined that he conducted himself in good faith and that he reasonably believed that his conduct was in the corporation’s best interest and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. If a director or officer is wholly successful, on the merits or otherwise, in connection with such proceeding, such indemnification is mandatory.

 

Currently we do maintain any directors’ and officers’ liability insurance covering our directors and officers against expenses and liabilities arising from certain actions to which they may become subject by reason of having served in such role.

 

At present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification will be required under California law. We are not aware of any threatened litigation or preceding that might result in a claim for such indemnification.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

Item 11. Executive Compensation.

 

SUMMARY COMPENSATION TABLE

 

We do not offer retirement benefit plan to our named executive officers, nor have we entered into any contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to a named executive officer at, or in connection with, the resignation, retirement or other termination of a named executive officer, or a change in control of the company or a change in the named executive officer’s responsibilities following a change in control.

We do not have any standard arrangement for compensation of our directors for any services provided as director, including services for committee participation or for special assignments.

 

The Company does not have a compensation committee. Given the nature of the Company’s business, its limited stockholder base and the current composition of management, the board of directors does not believe that the Company requires a compensation committee at this time.

 

 

The information required by Regulation S-K Item 407(e)(4), “Compensation Committee Interlocks and Insider Participation,” and Item 407(e)(5), “Compensation Committee Report,” is not required because the Company is a smaller reporting company.

 

The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers, for the two fiscal years ended December 31, 2022, and 2021, which includes cash compensation, stock options awarded and all other compensation:

 

Name and Principal Position		Year Ended Dec. 31				Salary/Fees ($) (1)				Bonus ($)				Stock Awards ($) (4)				Option Awards ($)(2) (3) (4)				Non-Equity Incentive Plan Compensation ($)				Change in pension value and Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Roberto Jesus			2022				132,152				-				-				53,825				-				-				-				185,977
Valdez, CEO and a Director			2021				135,232				-				-				270,000				-				-				-				405,232
Jason Sunstein,			2022				132,152				-				-				53,825				-				-				-				185,977
CFO and a Director			2021				135,232				-				-				270,000				-				-				-				405,232
Frank Ingrande,			2022				132,152				-				-				53,825				-				-				-				185,977
President and a Director			2021				86,423				-				66,000				134,937				-				-				-				287,360

 

	(1)	Effective January 1, 2020, the Company executed employment agreements with our Chief Executive Officer and Chief Financial Officer. The base salary is in the amount of $120,000 per annum, a $500 monthly auto stipend and four weeks of paid vacation. On May 10, 2021, the Company executed an employment agreement with our President including a base salary of $120,000 per annum and a $500 monthly auto stipend and four weeks of paid vacation. During the year ended December 31, 2022, the Company paid $16,561, $20,000, and $20,000 to our Chief Executive Officer, Chief Financial Officer, and President, respectively.
	(2)	On October 2, 2021, the Company awarded 500,000 options to each our Chief Executive Officer and Chief Financial Officer and 250,000 options to our President under the 2019 Plan, with strike price of $0.50, contractual term of five years with a vesting schedule of 100% six months after the grant date. The call option was valued at $0.61.
	(3)	In May 2021, the Company issued 50,000 shares of common stock valued at $66,000 pursuant to employment agreement. No share of common stock was issued during the year ended December 31, 2022.
	(4)	On December 1, 2022, the Company awarded 465,833 to each of our named executives under the 2022 Plan, with a strike price of $0.20 and a contractual term of five (5) years. The options vest 25% on grant date and 75% monthly over the twelve months from grant date. The call option was valued at $0.20.

 

 

Employment Agreement

 

Effective January 1, 2020, we have entered into employment agreements with our executive officers and their compensation is determined at the discretion of our Board of Directors.

 

The Company entered into an employment agreement with the Chief Executive Officer on January 1, 2020, to perform the duties and responsibilities as may be assigned. The base salary is in the amount of $120,000 per annum, a $500 monthly auto stipend, and four weeks of paid vacation.

 

The Company entered into an employment agreement with the Chief Financial Officer on January 1, 2020, to perform the duties and responsibilities as may be assigned. The base salary is in the amount of $120,000 per annum, a $500 monthly auto stipend, and four weeks of paid vacation.

 

The Company entered into an employment agreement with the President on May 10, 2021. The base salary is in the amount of $120,000 per annum, a $500 monthly auto stipend, and four weeks of paid vacation and an incentive bonus of 50,000 shares of common stock pursuant to S-8.

 

Stock Options Plan – 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 3,000,000 shares of the Company’s common stock to be available under the plan. As of December 31, 2022, and 2021, ILA has 2,150,000 options issued and outstanding. The Company did not issue any stock options during the year ended December 31, 2022.

 

During the year ended December 31, 2021, the Company has issued 1,550,000 options at a strike price of $0.50, which vest six months after issuance and contractual term of 5 years. The Company recognized approximately $418,000 of stock-based compensation during the year ended December 31, 2022. As of December 31, 2022, the fair value of these stock options has been fully recognized and no further stock-based compensation will be recognized.

 

During the year ended December 31, 2021, the Company has issued 600,000 options at a strike price of $0.43, which vest 50% three months after issuance with the remaining 50% in September 2022, with a contractual term of 5 years. The Company recognized approximately $208,200 of stock-based compensation during the year ended December 31, 2022. As of December 31, 2022, the fair value of these stock options has been fully recognized and no further stock-based compensation will be recognized.

 

On December 1, 2021, the Company executed a stock option cancellation agreement with one option holder pursuant to a previously executed consulting agreement entered into on May 5, 2020, under which both parties agree to cancel 1,200,000 performance options as none of the underlying milestones were met.

 

The Company recognized $714,197 and $361,884 of stock-based compensation related to the 2019 Plan options during the year ended December 31, 2022, and 2021, respectively.

 

Stock Options Plan – 2020 Equity Plan

 

On August 26, 2020, the Company’s Board of Directors approved a 2020 Equity Plan (the “2020 Plan”). The 2020 Plan enables the Board of Directors to provide equity incentives through grants of awards to the Company’s present and future employees, directors, consultants, and other third-party service providers. The 2020 Equity Plan authorizes the grant of Incentive Stock Options (“ISO”) and Non-Qualified Stock Options (“NSO”). Pursuant to the 2020 Plan, the Company has reserved a total of 3,000,000 shares of the Company’s common stock to be available under the plan.

 

During the year ended December 31, 2022, the Company issued 1,300,000 options under the 2020 Plan, of which 1,300,000 were converted into common stock for a total consideration of $1,300 from exercise.

 

The Company recognized $690,396 and $1,487,382 of stock-based compensation related to the 2020 Plan options during the year ended December 31, 2022, and 2021, respectively. As of December 31, 2022, and 2021, ILA has 1,700,000 options issued and outstanding.

 

 

Stock Options Plan – 2022 Equity Plan

 

On December 1, 2022, the Company’s Board of Directors approved a 2022 Equity Plan (the “2022 Plan”). The 2022 Plan enables the Board of Directors to provide equity incentives through grants of awards to the Company’s present and future employees, directors, consultants, and other third-party service providers.

 

Pursuant to the 2022 Plan, the Company has reserved a total of 5,000,000 shares of the Company’s common stock to be available under the plan.

 

During the year ended December 31, 2022, the Company issued 2,150,000 options under the 2022 Plan. No options have been converted to the Company’s common stock during the year ended December 31, 2022.

 

The Company recognized approximately $130,079 of stock-based compensation related to the 2022 Plan options during the year ended December 31, 2022. As of December 31, 2022, the Company has 2,150,000 options issued and outstanding.

 

Employee Pension, Profit Sharing, or other Retirement Plans

 

We do not have a defined benefit pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following tables set forth the ownership, as of the date of this filing, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

 

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The percentage of shares is based on 64,943,897 shares issued and outstanding on June 30, 2023.

 

Name		# of Shares of Common Stock				Percentage
Roberto Jesus Valdes			6,433,961				9.9	%
Jason Sunstein *			6,080,648				9.4	%
Frank Ingrande			1,988,966				3.1	%
All Exec. Officers and Directors as a group (3 persons)			14,503,575				22.4	%

 

*

Jason A. Sunstein Family Investments, LLC is the record holder of these shares. Jason Sunstein controls Jason A. Sunstein Family Investments, LLC.

 

We are not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than as set forth above. There are no classes of stock other than common stock issued or outstanding.

 

There are no current arrangements which will result in a change in control.

 

 

Item 13. Certain Relationships and Related Transactions and Director Independence.

 

Related Party Transactions

 

Please see Note 3, 4, 5, 8 and 9 to the financial statements for a description of our related party transactions.

 

Director Independence

 

Our Common Stock is not quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our board of directors be independent and therefore, the Company is not subject to any director independence requirements. Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Under such definition our three officers and directors would not be considered an independent director.

 

Item 14. Principal Accountant Fees and Services.

 

The following table presents fees for professional services rendered by M&K CPAS PLLC and Haskell & White, LLP for the years ended December 31, 2022, and 2021:

 

		Year ended December 31,
		2022				2021
Audit Fees		$	136,900			$	95,200
Audit-Related Fees		$	-			$	7,500
Tax Fees		$	-			$	-
All Other Fees		$	-			$	-

 

Pre-Approval Policy

 

Our Board of Directors as a whole pre-approves all services provided by Haskell & White LLP and M&K CPAS PLLC. For any non-audit or non-audit related services, the Board of Directors must conclude that such services are compatible with the independence as our auditors.

 

 

PART IV

 

Item 15. Exhibits; Financial Statement Schedules.

 

Exhibit
Number		Description of Exhibit
3.1		Articles of Incorporation of the Registrant (Incorporated by reference from exhibit 3.1 to our registration statement on form S-1 filed with the SEC on February 11, 2016)
3.2		Bylaws of the Registrant (Incorporated by reference from exhibit 3.2 to our registration statement on form S-1 filed with the SEC on February 11, 2016)
10.1		Share Exchange Agreement with ILA Mexico (Incorporated by reference from exhibit 10.1 to amendment #1 to our registration statement on form S-1 filed with the SEC on November 10, 2016)
10.2		Letter Agreement with Grupo Valcas/Baja Residents Club, S.A. de C.V. (Incorporated by reference from exhibit 10.2 to amendment #1 to our registration statement on Form S-1 filed with the SEC on November 10, 2016)
23.1*		Consent of Haskell & White LLP
31.1*		Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*		Certification of CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		The following materials from the Company’s Annual report for the period ended December 31, 2022, formatted in Extensible Business Reporting Language (XBRL).
101.INS		Inline XBRL Taxonomy Extension Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*	Filed herein.

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 6th day of July 2023.

 

	INTERNATIONAL LAND ALLIANCE, INC.
	By:	/s/ Roberto Jesus Valdes
	Name:	Roberto Jesus Valdes
	Title:	Principal Executive Officer

 

In accordance with the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the dates stated.

 

Signature
/s/ Roberto Jesus Valdes		Dated: July 6, 2023
Roberto Jesus Valdes
President, Principal Executive Officer, and a director
/s/ Jason Sunstein		Dated: July 6, 2023
Jason Sunstein
Principal Financial and Accounting Officer and a director

 

 

EXHIBIT INDEX

 

Exhibit
Number		Description of Exhibit
3.1		Articles of Incorporation of the Registrant (Incorporated by reference from exhibit 3.1 to our registration statement on form S-1 filed with the SEC on February 11, 2016)
3.2		Bylaws of the Registrant (Incorporated by reference from exhibit 3.2 to our registration statement on form S-1 filed with the SEC on February 11, 2016) and amended on May 18, 2022 (Incorporated by reference from exhibit 3.1 to our current report on form 8-K filed with the SEC on May 20, 2022)
10.1		Share Exchange Agreement with ILA Mexico (Incorporated by reference from exhibit 10.1 to amendment #1 to our registration statement on form S-1 filed with the SEC on November 10, 2016)
10.2		Letter Agreement with Grupo Valcas/Baja Residents Club, S.A. de C.V. (Incorporated by reference from exhibit 10.2 to amendment #1 to our registration statement on form S-1 filed with the SEC on November 10, 2016)
23.1*		Consent of Haskell & White LLP
31.1*		Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*		Certification of CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		The following materials from the Company’s Annual report for the period ended December 31, 2022, formatted in Extensible Business Reporting Language (XBRL)
101.INS		Inline XBRL Taxonomy Extension Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*	Filed herein.

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference to the Registration Statement on Form S-8 (No. 333-230043) of International Land Alliance, Inc. (the “Company”) of our report dated April 15, 2022, relating to our audit of the Company’s consolidated financial statements as of December 31, 2021, and for the year then ended included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

 

Our report dated April 15, 2022, contains an explanatory paragraph that states the Company has experienced recurring losses from operations, has limited financial resources to repay its obligations and will require substantial new capital to execute its business plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ HASKELL & WHITE LLP

 

Irvine, California

July 6, 2023

 

 

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, Roberto Jesus Valdes, certify that:

 

1.	I have reviewed this annual report on Form 10-K 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 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)) 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 of 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.

 

5.	The registrant’s other certifying officer 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 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.

 

/s/ Roberto Jesus Valdes
Roberto Jesus Valdes
Principal Executive Officer and Director
July 6, 2023

 

 

 

EXHIBIT 31.2

 

CERTIFICATION

 

I, Jason Sunstein, certify that:

 

1.	I have reviewed this annual report on Form 10-K 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 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)) 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 of 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.

 

5.	The registrant’s other certifying officer 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 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.

 

/s/ Jason Sunstein
Jason Sunstein
Principal Financial and Accounting Officer and a Director
July 6, 2023

 

 

 

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

 

In connection with the report of International Land Alliance, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

(1)	The Report fully complies with the requirements of Section 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.

 

/s/ Roberto Jesus Valdes
Roberto Jesus Valdes
Principal Executive Officer and a Director
July 6, 2023
/s/ Jason Sunstein
Jason Sunstein
Principal Financial and Accounting Officer and a Director
July 6, 2023

 

 

v3.23.2

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-56111
Entity Registrant Name	INTERNATIONAL LAND ALLIANCE, INC.
Entity Central Index Key	0001657214
Entity Tax Identification Number	46-3752361
Entity Incorporation, State or Country Code	WY
Entity Address, Address Line One	350 10th Avenue
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92101
City Area Code	(877)
Local Phone Number	661-4811
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	ILAL
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float				$ 8,657,680
Entity Common Stock, Shares Outstanding			64,943,897
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	2738	200
Auditor Name	M&K CPAS, PLLC	HASKELL & WHITE LLP
Auditor Location	Houston, TX	Irvine, California

v3.23.2

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 49,374	$ 56,590
Accounts receivable		314,090
Prepaid and other current assets	49,198	251,665
Total current assets	98,572	622,345
Land	203,419	203,419
Land held for sale		647,399
Buildings, net	863,745	915,884
Furniture and equipment, net	1,877	2,682
Construction in process		852,020
Note receivable and accrued interest related party		103,234
Equity-method investment		2,511,830
Total assets	1,167,613	5,858,813
Current liabilities
Accounts payable and accrued liabilities	675,202	802,200
Accounts payable and accrued liabilities related parties	189,266	636,168
Accrued interest	352,884	178,563
Accrued interest related party	132,841	39,602
Contract liability	85,407	126,663
Deposits	20,500	20,000
Derivative liability	531,527
Convertible notes, net of debt discounts	558,657
Promissory notes, net discounts	1,885,616	102,762
Total current liabilities	5,718,595	2,740,942
Promissory notes, net of current portion		1,735,538
Total liabilities	5,718,595	4,476,480
Commitments and Contingencies (Note 10)
Preferred Stock Series B (Temporary Equity)	293,500	293,500
Stockholders’ Equity (Deficit)
Common stock; $0.001 par value; 150,000,000 shares authorized; 43,499,423 and 31,849,327 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively.	43,500	31,850
Additional paid-in capital	20,233,446	15,760,772
Accumulated deficit	(25,121,457)	(14,703,818)
Total stockholders’ equity (deficit)	(4,844,482)	1,088,833
Total liabilities and stockholders’ equity (deficit)	1,167,613	5,858,813
Series A Preferred Stock [Member]
Stockholders’ Equity (Deficit)
Preferred stock value	28	28
Series B Preferred Stock [Member]
Stockholders’ Equity (Deficit)
Preferred stock value	1	1
Nonrelated Party [Member]
Current liabilities
Promissory notes, net discounts	1,885,616	102,762
Related Party [Member]
Current liabilities
Promissory notes, net discounts	$ 1,286,695	$ 834,984

v3.23.2

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021	Oct. 14, 2021	Nov. 06, 2019
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,000,000	2,000,000
Common stock, par value	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000	75,000,000
Common stock, shares issued	43,499,423	31,849,327
Common stock, shares outstanding	43,499,423	31,849,327
Series A Preferred Stock [Member]
Preferred stock, shares issued	28,000	28,000
Preferred stock, shares outstanding	28,000	28,000
Series B Preferred Stock [Member]
Preferred stock, shares issued	1,000	1,000
Preferred stock, shares outstanding	1,000	1,000
Common stock, shares issued				1,000

v3.23.2

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenues and lease income		$ 522,696
Cost of revenue		67,806
Gross profit		454,890
Operating expenses
Sales and marketing	1,085,300	1,782,000
Impairment loss	4,158,243
General and administrative expenses	3,107,457	2,875,818
Total operating expenses	8,351,000	4,657,818
Loss from operations	(8,351,000)	(4,202,928)
Other income (expense)
Other income	540	91,624
Loss from equity-method investment	(422,493)	(168,170)
Loss from related party debt extinguishment	(78,508)
Interest Income		18,234
Change in fair value derivative liability	(33,992)
Interest expense	(1,532,186)	(800,822)
Total other expense	(2,066,639)	(859,134)
Net loss	$ (10,417,639)	$ (5,062,062)
Loss per common share - basic and diluted	$ (0.29)	$ (0.18)
Weighted average common shares outstanding - basic and diluted	35,605,172	28,186,226

v3.23.2

Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series B Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Payable [Member]	Retained Earnings [Member]	Total
Balance, value at Dec. 31, 2020	$ 28	$ 1	$ 23,231	$ 8,705,620	$ (289,044)	$ (9,641,756)	$ (1,201,920)
Balance, shares at Dec. 31, 2020	28,000	1,000	23,230,654
Common stock issued for warrant/options exercise			$ 1,160	98,840			$ 100,000
Common stock issued for warrant/options exercise, shares			1,160,000				1,000,000
Stock-based compensation				1,849,266	280,000		$ 2,129,266
Common stock for debt settlement			$ 153	97,050	6,267		103,470
Common stock for debt settlement, shares			153,000
Common stock issued for cash			$ 140	64,860			65,000
Common stock issued for cash, shares			140,000
Dividend on Series B Preferred				(60,000)			(60,000)
Net loss						(5,062,062)	(5,062,062)
Common stock issued for services			$ 596	351,224	35,289		387,109
Common stock issued for services, shares			595,946
Common stock, warrants and plots promised for cash, net			$ 170	61,863	(32,512)		29,521
Common stock, warrants and plots promised for cash, shares			170,000
Common stock issued against accrued interest due to related party			$ 30	10,969			10,999
Common stock issued against accrued interest due to related party, shares			29,727
Commitment shares issued with promissory notes			$ 370	267,330			267,700
Commitment shares issued with promissory notes, shares			370,000
Common stock issued with equity-method			$ 3,000	2,577,000			2,580,000
Common stock issued with equitymethod investment, shares			3,000,000
Common stock issued with cash, net of offering costs			$ 3,000	1,736,750			$ 1,739,750
Common stock issued with cash, net of offering cost, shares			3,000,000				3,000,000
Balance, value at Dec. 31, 2021	$ 28	$ 1	$ 31,850	15,760,772		(14,703,818)	$ 1,088,833
Balance, shares at Dec. 31, 2021	28,000	1,000	31,849,327
Commitment shares issued pursuant to promissory notes			$ 450	201,825			202,275
Common shares issued pursuant to promissory notes, shares			450,000
Issuance of common shares pursuant to consulting agreements			$ 3,447	1,467,390			1,470,837
Issuance of common shares pursuant to consulting agreements, shares			3,447,038
Common stock issued for warrant/options exercise			$ 1,300				$ 1,300
Common stock issued for warrant/options exercise, shares			1,300,000				1,300,000
Stock-based compensation			$ 354	1,710,527			$ 1,710,881
Stock-based compensation, shares			354,000
Common stock for debt settlement			$ 6,039	978,328			984,367
Common stock for debt settlement, shares			6,039,058
Fair value of warrants issued with debt				159,664			159,664
Common stock issued for cash			$ 60	14,940			15,000
Common stock issued for cash, shares			60,000
Dividend on Series B Preferred				(60,000)			(60,000)
Net loss						(10,417,639)	$ (10,417,639)
Common stock issued with cash, net of offering cost, shares							3,000,000
Balance, value at Dec. 31, 2022	$ 28	$ 1	$ 43,500	$ 20,233,446		$ (25,121,457)	$ (4,844,482)
Balance, shares at Dec. 31, 2022	28,000	1,000	43,499,423

v3.23.2

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities
Net loss	$ (10,417,639)	$ (5,062,062)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	1,710,881	2,129,266
Impairment loss	4,158,243
Loss from extinguishment of related party debt	78,508
Fair value of shares issued for debt settlement/modification	1,470,836	103,470
Fair value of commitment shares		136,800
Fair value of shares issued for services		387,108
Loss on debt extinguishment		10,876
Depreciation expense	52,944	49,673
Excess fair value of derivative over carrying balance of debt	356,784
Loss from equity-method investment	422,493	168,170
Change in fair value derivative	33,992
Amortization of debt discount	458,616	296,541
Changes in assets and liabilities
Accounts Receivable	26,802	(314,089)
Prepaid and other current assets	52,467	80,755
Other non-current assets		34,693
Accrued interest	267,560
Accrued interest on note receivable		(3,234)
Cost of land sold		67,806
Accounts payable and accrued interest	(131,739)	909,049
Accounts payable and accrued interest-related party	460,976
Contract liability	469,715	44,500
Deposit	500	(75,000)
Net cash used in operating activities	(528,061)	(1,035,678)
Cash Flows from investing
Cash payment to collaborative agreement		(100,000)
Equity-method investee acquisition		(100,000)
Additions to Construction in Progress on land not owned	(539,935)	(522,050)
Net cash used in investing activities	(539,935)	(722,050)
Cash Flows from Financing Activities
Common stock and warrants sold for cash	15,000	1,804,750
Common stock issued for warrant exercise	1,300	100,000
Cash payments on promissory notes – related party	(390,621)	(676,938)
Cash payments on promissory notes	(131,339)	(982,086)
Cash proceeds from promissory notes	773,250	288,874
Cash proceeds from refinancing		368,736
Cash proceeds promissory notes – Related party	793,187	897,811
Net cash provided by financing activities	1,060,777	1,801,147
Net increase (decrease) in Cash	(7,219)	43,419
Cash, beginning of period	56,590	13,171
Cash, end of period	49,371	56,590
Supplemental disclosure of cash flow information
Cash paid for interest	137,863	152,979
Cash paid for income tax
Non-Cash investing and financing transactions
Fair value of shares issued for land acquisition		29,521
Corporate expenses paid by related party advances	49,145	25,462
Dividend on Series B	60,000	60,000
Conversion of related party debt for common shares	905,859
Additions to fixed assets paid by investor		84,614
Debt discount from bifurcated derivative	140,750
Debt discount from warrants issued with debt	159,664
Debt discount	121,694
Cancellation of previously issued common stock		315,288
Accrued interest on notes paid by related party		30,934
Common stock issued with debt modification		8,970
Common stock issued in settlement of related party debt		10,999
Common stock issued as consideration for equity-method investment		2,580,000
Payment of promissory notes by related party		111,110
Commitment shares issued with promissory notes	$ 202,275	$ 130,900

v3.23.2

NATURE OF OPERATIONS AND GOING CONCERN	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS AND GOING CONCERN	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 (inception). 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.   On March 5, 2019, the Company received its trading symbol “ILAL” from FINRA. On April 4, 2019, the Company was approved to have its common stock traded on the OTCQB. On April 12, 2019, the Company became eligible for electronic clearing and settlement through the Depository Trust Company (“DTC”) in the United States. The DTC is a subsidiary of the Depository Trust & Clearing Corporation and manages the electronic clearing and settlement of publicly traded companies. Securities that are eligible to be electronically cleared and settled through DTC are considered “DTC eligible.” This electronic method of clearing securities creates efficiency of the receipt of stock and cash, and thus accelerates the settlement process for investors and brokers, enabling the stock to be traded over a much wider selection of brokerage firms by coming into compliance with their requirements. Being DTC eligible has greatly simplified the process of trading and transferring the Company’s common shares on the OTCQB.   In May 2021, the Company acquired a 25% investment in Rancho Costa Verde Development, LLC (“RCVD”) in exchange for 3,000,000 shares of the Company’s common stock at a determined fair value of $0.86 per share and $100,000 in cash for total consideration of $2,680,000. The carrying balance of the Company’s investment in RCVD was $0 and $2,511,830 at December 31, 2022 and 2021, respectively (refer to note 9).   Going Concern and liquidity   The accompanying consolidated 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 from its properties, raise capital or issue debt instruments. The Company has faced significant liquidity shortages as shown in the accompanying consolidated financial statements. As of December 31, 2022, the Company’s current liabilities exceeded its current assets by approximately $5.6 million. The Company has recorded a net loss of $10.4 million for the year ended December 31, 2022, and has an accumulated deficit of approximately $25.1 million as of December 31, 2022. Net cash used in operating activities for the year ended December 31, 2022, was approximately $0.5 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern.   The Company is currently raising additional capital through debt and equity financing in order to continue the funding of its operations, which may have the effect of 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. If the Company is not successful with its marketing efforts to increase sales and weak demand for purchase of plots continues, the Company will continue to experience a shortfall in cash, and it will be necessary to further reduce its operating expenses in a manner or obtain funds through equity or debt financing in sufficient amounts to avoid the need to curtail its future operations subsequent to December 31, 2022. The direct impact of these conditions is not fully known. There is also uncertainty pertaining to the transfer of title of the lands currently owned by companies controlled by our Chief Executive Officer.   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 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.

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation   The consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).   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 and 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 California, Plaza Bajamar, LLC, incorporated in the State of California, Plaza Valle Divino, LLC, incorporated in the State of California.   ILA Fund includes cash as its only assets with minimal expenses as of December 31, 2022. The sole purpose of this entity is strategic funding for the operations of the Company. ILA Mexico has lots held for sale for the Oasis Park Resort, no liabilities, and minimal expenses as of December 31, 2022. All intercompany balances and transactions are eliminated in consolidation. As of December 31, 2022, Emerald Grove Estates LLC, Plaza Bajamar LLC, and Plaza Valle Divino LLC have no operations.   The Company’s consolidated subsidiaries were as follows as of December 31, 2022:   SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND ENTITY 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 % Emerald Grove Estates, LLC   California     100 % Oasis Park Resort, LLC   Wyoming     100 % Plaza Bajamar, LLC   Wyoming     100 % Plaza Valle Divino, LLC   Wyoming     100 %   Reclassification   Certain numbers from 2021 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.     Use of Estimates   The preparation of financial statements in conformity with US. 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 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.   Segment Reporting   The Company operates as one reportable segment under ASC 280, Segment Reporting. The Chief Operating Decision Maker (“CODM”) regularly reviews the financial information of the Company at a consolidated level in deciding how to allocate resources and in assessing performances.   Cash and Cash Equivalents   The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022, and 2021.   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.   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 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-Scholes 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 December 31, 2022:   SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS     Fair Value Measurements at December 31, 2022 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   $           -     $           -     $ 531,527     $ 531,527   Total   $ -     $ -     $ 531,527     $ 531,527     The following table presents changes of the liabilities with significant unobservable inputs (Level 3) for the year ended December 31, 2022:  SCHEDULE OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS     Derivative       Liability   Balance December 31, 2021   $ -             New derivative from convertible notes     497,535   Change in estimated fair value     33,992   Balance December 31, 2022   $ 531,527     Derivative Liability   As of December 31, 2022, 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 Years Ending December 31,       2022     2021                 Expected term     0.5 -1 year       -   Exercise price     $0.10-$0.43       -   Expected volatility     155%-162%       -   Expected dividends     None       -   Risk-free interest rate     2.93%-4.73%       -   Forfeitures     None       -       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. The Company fully impaired of the land held for sale as of December 31, 2022.   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 20 years. Land is an indefinite live asset that is stated at cost at date of acquisition.   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 Chief Executive Officer. The Company fully impaired the construction in progress on land currently owned by the Companies controlled by our Chief Executive Officer due to the uncertainty in title transfer as of December 31, 2022.     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 DEPRECIATION ESTIMATED USEFUL LIVES Classification   Life Buildings   20 years Furniture and equipment 5 years   Revenue Recognition   On January 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition. Results for reporting periods beginning after January 1, 2018, are presented under Topic 606.   Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance.   The Company determines revenue recognition through the following steps:     ■ Identification of the agreement, or agreements, with a buyer and/or investor.   ■ Identification of the performance obligations in the agreement for the sale of lots.   ■ Determination of the transaction price.   ■ Allocation of the transaction price to the lots purchased when issued with equity or warrants to purchase equity in the Company.   ■ Recognition of revenue when, or as, we satisfy 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 lot sales or the execution of terms and conditions contracts with third parties and investors. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration was historically paid prior to transfer of title as stated above and in future land sales, the Company plans to transfer title to buyers at the time consideration has been transferred if the acquisition of the property has been completed by the Company. The Company applies judgment in determining the customer’s ability and intention to pay, however collection risk is mitigated through collecting payment in advance or through escrow arrangements.   A performance obligation is a promise in a contract or agreement to transfer a distinct product or item to the customer, which for us is transfer of title to our buyers. 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. We have concluded the sale of property and delivering title is accounted for as the single performance obligation.   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 to which we will be entitled to receive in exchange for transferring title to the customer.     The Company recognizes revenue when it transfers control of the land to the buyer. The Company’s principal activity in the real estate development industry, from which it generates its revenues, is the sale of developed and undeveloped land.   On September 30, 2019, the Company entered into a contract for deed agreement “Agreement” with IntegraGreen whose principal is also a creditor. Under the agreement the Company agreed to the sale of 20 acres of vacant land and associated improvements located at the Emerald Grove property in Hemet, California for a total purchase price of $630,000, of which $63,000 was paid upon execution and the balance was payable in a balloon payment on October 1, 2026, with interest only payments due on the 1st of each month beginning April 1, 2020. During the duration of the Agreement the Company retains title and is allowed to encumber the property with a mortgage at its discretion, however Integra Green has the right to use the property. The Company may also evict Integra Green from the premises in the case of default under the agreement. Effective on October 1, 2021, the Company determined that the agreement met the definition of a contract pursuant to the guidance in ASU 2014-09 and recognized approximately $496,800 in revenue. Prior to October 1, 2021, the Company’s management deemed that there was an embedded lease feature in the Agreement in accordance with ASC 842.   Disaggregated revenue by major source was as follows for the years ended December 31, 2022 and 2021:  SCHEDULE OF DISAGGREGATED REVENUE     December 31, 2022     December 31, 2021                 Revenue from the sale of land   $ -     $ 496,797   Lease income               -       25,899   Total Revenue   $ -     $ 522,696     Advertising Costs   The Company expenses advertising costs when incurred. Advertising costs incurred amounted to $1,085,300 and $1,782,000 for the years ended December 31, 2022, and 2021, respectively.   Debt issuance costs and debt discounts   Debt issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying consolidated balance sheets.   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. Following the adoption of Accounting Standards Update ASU 2016-09, the Company elected to account 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.   Net Loss Per Share   The Company computes 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 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.   Basic net loss per share is calculated based on the net loss attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted net loss per common share assumes the conversion of all dilutive securities using the if-converted method and assumes the exercise or vesting of other dilutive securities, such as options, common shares issuable under convertible debt, warrants and restricted stock using the treasury stock method when dilutive.   Securities that are excluded from the calculation of weighted average dilutive common shares, because their inclusion would have been antidilutive are: SCHEDULE OF POTENTIALLY DILUTIVE SHARES      For the year ended December 31, 2022     For the year ended December 31, 2021                 Options     6,000,000       3,850,000   Warrants     3,867,500       3,180,000   Total potentially dilutive shares     9,867,500       7,030,000     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 December 31, 2022. All of the Company accounts receivable is concentrated with one customer.     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 year ended December 31, 2022.   Accounts Receivable   The Company uses the specific identification method for recording the provision for doubtful accounts, which was $0 at December 31, 2022 and 2021. Account receivables are written off when all collection attempts have failed.   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.   Recently Issued Accounting Pronouncements Not Yet Adopted   In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. In addition, ASU 2020-06 amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The Amendments also affects the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The amendments are effective for public entities excluding smaller reporting companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods. Management is currently evaluating the potential impact of the Update on its financial statements.   The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s consolidated financial statements.

v3.23.2

ASSET PURCHASE AND TITLE TRANSFER	12 Months Ended
	Dec. 31, 2022
Asset Purchase And Title Transfer
ASSET PURCHASE AND TITLE TRANSFER	NOTE 3 – ASSET PURCHASE AND TITLE TRANSFER   Emerald Grove Asset Purchase   On July 30, 2018, Jason Sunstein, the Company’s Chief Financial Officer, entered into a Residential Purchase Agreement (“RPA” or “the Agreement”) to acquire real property located in Hemet, California, which included approximately 80 acres of land and a structure for $1.1 million from an unrelated seller. The property includes the main parcel of land with an existing structure along with three additional parcels of land which are vacant lots to be used for the purpose of development “vacant lots”. The purpose of the transaction was as an investment in real property to be assigned to the Company subsequent to acquisition. The property was acquired by Mr. Sunstein since it was required by the seller to transfer the property for consideration to an individual versus a separate legal entity. The transaction closed on March 18, 2019, and the consideration included a loan financed in the amount of $605,000 in addition to cash consideration of $524,613 which came from a portion of funds loaned by investors of the Company to be repaid as interest bearing notes payable. On March 18, 2019, Mr. Sunstein assigned the deed of the property to the Company. The mortgage obligation was assumed by the Company, as approved by the Board of Directors in March 2019. The mortgage loan was not assigned to the Company by the lender, however the lender acknowledged that the transfer of the property to the Company did not trigger an event of default. The Company recorded the assets acquired and liabilities assumed at fair value on the date of assignment and assumption. The Company completed the refinancing of its existing first and second mortgage loans on the 80 acres of land and existing structure of its Emerald Grove property for aggregate principal amount of $1,787,000, which provided a net funding of approximately $387,000 during the first fiscal quarter of 2021.   During the year ended December 31, 2021, the Company recognized $496,797 of revenue related to the sale of 20 acres of vacant land and associated improvements located at the Emerald Grove property in Hemet, California, to Integra Green.   On October 25, 2020, the Company entered into a business agreement with A&F Agriculture LLC (“A&F”), in which the parties agreed to operate a business for the purpose of commercially cultivating industrial hemp. A&F will be the managing party of the business agreement. The Company will provide A&F with the land and water supply for the purpose of the cultivation. All revenue and expenses associated with the cultivation will be split equally among parties. Franck Ingrande, is the managing member of A&F and is also the President of the Company. On December 14, 2021, the Company executed a rescission agreement with A&F, 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 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 of expenses, fixed assets and improvements incurred by the Company for the venture.   Such amount was presented as note receivable and accrued interest in the consolidated balance sheets as of December 31, 2022 and 2021. The Company recognized $0 and $3,234 of interest income related to the note receivable during the years ended December 31, 2022 and 2021, respectively. The Company fully impaired the balance of such note receivable and related accrued interest for a total amount of $103,234, which is presented under impairment loss in the consolidated statement of operations for the year ended December 31, 2022.   The Company has included all allowed acquisition costs of $22,050 in the value of the capitalized assets. The building and land asset values were assigned using a purchase price allocation based on the appraised land values. The total of the consideration plus acquisition costs assets of $1,122,050 was allocated to land and building in the following amounts: $271,225 – Land; $850,826 – Building.   The land is an indefinite long-lived asset that was assessed for impairment as a grouped asset with the building on a periodic basis. The building has an estimated useful life of 20 years and is being depreciated on a straight-line basis.   The carrying balance of the land and building was $1,067,164 and $1,119,303 as of December 31, 2022 and 2021, respectively. Amortization of the building and construction was approximately $52,400 and $49,400 during the year ended December 31, 2022 and 2021, respectively.   There was no activity during the year ended December 31, 2022.     Oasis Park Title Transfer   On June 18, 2019, Baja Residents Club SA de CV (“BRC”), a related party with common ownership and control by our CEO, Robert Valdes, transferred title to the Company for the Oasis Park property which was part of a previously held land project consisting of 497 acres to be acquired and developed into Oasis Park resort near San Felipe, Baja. It was previously subject to approval by the Mexican government in Baja, California which was finalized in June 2019. As consideration for the promise to transfer title, the Company previously issued 7,500,000 shares of founder’s common stock that was valued at $750,000 or $0.10 per common share. No prior accounting was recorded for this issuance pending resolution of the contingency to transfer title, which was resolved during the year ended December 31, 2019. A portion of this value was allocated to the Oasis Park resort and a portion was allocated to other properties as the Company continues to receive transfer of title. ILA recorded the property held for sale on its balance sheet in the amount of $670,000 and accordingly reduced the value as lots are sold. As of December 31, 2022, and 2021, the Company reported a balance for assets held for sale of $0 and $647,399, respectively. The Company fully impaired the value of its assets held for sale due to the lack of evidential matter to support the fair value of the property for the year ended December 31, 2022.   The Company transferred title to individual plots of land to the investors since the Company received this approval of change in transfer of title to the ILA. As such, the Company recognized revenue for the plot sales previously executed during the year ended December 31 ,2019.   During the year ended December 31, 2021, the Company sold a house construction for $99,000, of which $43,967 has been funded as of December 31, 2022. The Company collected $23,967 and $20,000 during the years ended December 31, 2022 and 2021, respectively. Such amounts are presented under contract liability in the Company’s consolidated financial statements as of December 31, 2022 and 2021.   During the year ended December 31, 2021, the Company sold three (3) lots to an affiliate of a related party of the Company for a total purchase price of $120,000, of which $19,500 was funded as of December 31, 2021. During the year ended December 31, 2022, the Company was funded an additional $41,940 from this party. The amount funded was recorded and reported under contract liability in the Company’s consolidated financial statements as of December 31, 2022, as the collectability terms were not sufficiently satisfied to qualify for recognition of revenue under the revised revenue guidance. The remaining unpaid amount owed to the Company was $58,560 as of December 31, 2022.

v3.23.2

LAND AND BUILDING	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
LAND AND BUILDING	NOTE 4 – LAND AND BUILDING   Land and buildings, net as of December 31, 2022, and 2021:   SCHEDULE OF LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS     Useful life   December 31, 2022     December 31, 2021   Land – Emerald Grove       $ 203,419     $ 203,419                         Land held for sale – Oasis Park       $ -     $ 647,399                         Construction in Process       $ -     $ 852,020                         Furniture & equipment, net   5 years   $ 1,877     $ 2,682                         Building – Emerald Grove   20 years     1,048,138       1,048,138   Less: Accumulated depreciation         (184,393 )     (132,254 )                       Building, net       $ 863,745     $ 915,884     Depreciation expense was approximately $52,400 and $49,700 for the year ended December 31, 2022, and 2021, respectively. The Company fully impaired the carrying balance of its land held for sale and the cost accumulated under construction in process for its Oasis Park project for total amount of $766,632, which is presented under impairment loss in the consolidated statement of operations for the year ended December 31, 2022.     Valle Divino   The Valle Divino is the Company’s premier wine country development project in Ensenada, Baja California. This land project consists of 20 acres to be acquired from Grupo Jataya, a Company controlled by our Chief Executive Officer and developed into Valle Divino resort, the acquisition of title to the land for this project is subject to approval from the Mexican government in Baja, California. Valdetierra, S.A de C.V. is the construction contractor, which is also an entity controlled and 100% owned by Roberto Valdes our Chief Executive Officer. The Company broke ground of the Valle Divino development in July 2020 and has completed the construction of the clubhouse, wine tasting room and sales office and commenced site preparation for two model homes including a 1-bedroom and 2- bedroom option. The first Phase of the development includes 187 homes. This development will also have innovative microgrid solutions by our partner to power the model home and amenities.   The Company funded the construction by an additional $101,000 and $312,000 during the years ended December 31, 2022 and 2021, respectively.   The balance of construction in process for Valle Divino was $0 and $356,275 as of December 31, 2022, and 2021, respectively. The Company fully impaired the accumulated costs related to its Valle Divino project due to the uncertainty pertaining to the title transfer for a total amount of $457,275 which is presented under impairment loss in the consolidated statement of operations for the year ended December 31, 2022.   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” 1,150 square-foot single-family homes that feature 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 construction in mind. Planned amenities include a pool, wellness and fitness center and available office space.   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 100% owned by Roberto Valdes, the Company’s Chief Executive Officer. In September 2019, the Company executed a land purchase agreement with Valdeland, under which the Company is to acquire from Valdeland the Plaza Bajamar property free of liens and encumbrances for a total consideration of $1,000,000.   In November and December 2019, $250,000 was paid to the Company’s Chief Executive Officer, Roberto Valdes, of which $150,000 was used for the construction of two model Villas at our planned Plaza Bajamar development and $100,000 as a down payment towards the acquisition of the land from Valdeland. As of December 31, 2022 and 2021, the Company issued 250,000 shares of the Company’s common stock for total amount of $150,000 reported under Prepaid and other current assets in the consolidated balance sheets towards the purchase of the land.   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 $396,900 and $111,000 during the years ended December 31, 2022, and 2021, respectively. Valdeland is the construction contractor is also an entity controlled and owned by Roberto Valdes.   The balance of construction in process for Plaza Bajamar totaled $0 and $419,147 as of December 31, 2022, and 2021, respectively. The Company fully impaired the accumulated costs related to Plaza Bajamar, due to the uncertainty pertaining to title transfer for a total amount of $81,047, which is presented under impairment loss in the consolidated statement of operations for the year ended December 31, 2022.   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 2023.   As of December 31, 2022, Valdeland sold six (6) house constructions on residential lots for estimated price of $1.5 million, of which $0.4 million has been paid and collected by the Company and initially presented under contract liability in the consolidated balance sheet as of December 31, 2022. However, the Company offset the balance of construction in process with the contract liability with the net balance written off due to the uncertainty pertaining to the transfer of title.

v3.23.2

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS   Roberto Valdes - Chief Executive Officer   Effective January 1, 2020, the Company executed an employment agreement with Roberto Valdes, its Chief Executive Officer.   The Company paid approximately $16,560 and $0 in salary during the years ended December 31, 2022, and 2021, respectively. The Company has accrued $132,152 of compensation in relation to the employment agreement during the year ended December 31, 2022. On December 19, 2022, the Company converted $348,016 of compensation into 2,320,106 shares of common stock, which resulted in the recognition of $30,161 of extinguishment loss. The balance owed is $33,038 as of December 31, 2022.   On December 1, 2022, the Company issued 465,834 stock options under the 2022 Plan with a strike price of $0.20, vesting 25% on grant date and the remaining 75% monthly over a twelve-month period from grant date with an estimated fair value of approximately $53,800.   The Company has accrued $135,232 of compensation costs in relation to the employment agreement during the year ended December 31, 2021. The balance owed is $265,463 as of December 31, 2021.   On October 2, 2021, the Company issued 500,000 stock options under the 2019 Plan with a strike price of $0.50, vesting six months after issuance with contractual term of 5 years for estimated fair value of $270,000.   As of December 31, 2022, the Company funded an aggregate amount of 1.2 million for construction on residential lots, projects amenities and towards the acquisition of land to companies controlled by the Company’s Chief Executive Officer. The land for the Plaza Bajamar and Valle Divino is currently owned by two entities controlled by the Chief Executive Officer (Valdeland S.A de C.V. and Valdetierra S.A de C.V) and all parties executed land purchase agreement for each project to transfer title of the land to a bank trust or “fideicomiso”, in which the Company will be named the beneficiary of the trust (“fideicomisario”).   During the year ended December 31, 2022, the Company funded an aggregate amount of $497,900 to the construction companies owned by the Company’s Chief Executive Officer for the two projects in Ensenada, Baja California. The Company has not yet established the bank trust, which is anticipated to occur before the end of the fiscal year 2023. The properties at Valle Divino and Plaza Bajamar have executed promise to purchase agreements between the Company and Roberto Valdes, which require the transfer of titles of the land free of liens and encumbrances to the Company. There can be no assurance as to what and if any profit might have been received by our Chief Operating Officer, in his separate company as a result of these transactions.     Jason Sunstein - Chief Financial Officer   Effective January 1, 2020, the Company executed an employment agreement with Jason Sunstein, its Chief Financial Officer.   The Company paid to its Chief Financial Officer salary compensation for services directly related to continued operations of $20,000 for the year ended December 31, 2022. The Company has accrued $132,152 of compensation cost in relation to the employment agreement during the year ended December 31, 2022.   On December 19, 2022, the Company converted $253,319 of compensation into 1,688,793 shares of common stock, which resulted in the recognition of $21,954 of extinguishment loss. The balance owed is $33,038 as of December 31, 2022.   On December 1, 2022, the Company issued 465,833 stock options under the 2022 Plan with a strike price of $0.20, vesting 25% on grant date and the remaining 75% monthly over a twelve-month period from grant date with an estimated fair value of approximately $53,800.   The Company paid to its Chief Financial Officer salary compensation for services directly related to continued operations of $25,667 for the year ended December 31, 2021. The Company has accrued $135,232 of compensation cost in relation to the employment agreement during the year ended December 31, 2021. The balance owed is $174,205 as of December 31, 2021.   On October 2, 2021, the Company issued 500,000 stock options under the 2019 Plan with a strike price of $0.50, vesting six months after issuance with contractual term of 5 years for estimated fair value of $270,000.   The Company’s Chief Financial Officer is also the managing member of Six Twenty Management LLC, an entity that has been providing ongoing capital support to the Company (See Note 7).   The Company’s Chief Financial Officer also facilitated the Emerald Grove asset purchase as described in Note 3.   The Company’s Chief Financial Officer, through his wholly owned entity Six-twenty Management LLC, has been providing on-going financial support for the Company’s working capital needs (see note 8).   Frank Ingrande - President   On May 10, 2021, the Company executed an employment agreement with Frank Ingrande, the Company’s President, for total annual compensation of $120,000. Pursuant to his employment agreement, the Company also issued 50,000 shares of common stock of the Company for total fair value of $66,000.   The Company paid to its President salary compensation for services directly related to continued operations of $20,000 for the year ended December 31, 2022. The Company has accrued $132,152 of compensation cost in relation to the employment agreement during the year ended December 31, 2022.   On December 19, 2022, the Company converted $140,845 of compensation into 938,967 shares of common stock, which resulted in the recognition of $12,207 of extinguishment loss. The balance owed is $33,038 as of December 31, 2022.   On December 1, 2022, the Company issued 465,833 stock options under the 2022 Plan with a strike price of $0.20, vesting 25% on grant date and the remaining 75% monthly over a twelve-month period from grant date with an estimated fair value of approximately $53,800.   On October 2, 2021, the Company issued 250,000 stock options under the 2019 Plan with a strike price of $0.50, vesting six months after issuance with contractual term of 5 years for estimated fair value of $135,000.   Frank Ingrande is the co-founder and owner of 33% of the Company’s equity-method investee RCVD.   Our President is the managing member of A&F. During the year ended December 31, 2022, the Company fully impaired the carrying balance of the promissory note for a total amount of $103,234 since this was never paid, issued to A&F Agricultures, LLC (“A&F”), pursuant to the business agreement executed in October 2020, and rescinded in December 2021. The promissory note was issued to reimburse the Company for all the land development and investment in amenities to commence the business venture with A&F.

v3.23.2

PROMISSORY NOTES	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
PROMISSORY NOTES	NOTE 6 – PROMISSORY NOTES   Promissory notes consisted of the following at December 31, 2022, and 2021:  SCHEDULE OF PROMISSORY NOTES      December 31, 2022     December 31, 2021                 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   Redwood Trust note payable, 12% interest, due February 2023     1,787,000       1,787,000   Total Notes Payable   $ 1,889,762     $ 1,889,762   Less discounts     (4,146 )     (51,462 )                   Total Promissory notes, net of discount     1,885,616       1,838,300                     Less current portion     (1,885,616 )     (102,762 )                   Total Promissory notes, net of discount - long term   $ -     $ 1,735,538     Interest expense related to the amortization of the associated debt discount for the year ended December 31, 2022, and 2021 was $47,316 and $296,541, respectively.   Redwood Trust   On January 21, 2021, the Company refinanced its existing first and second mortgage loans on the 80 acres of land and the structure located at Sycamore Road in Hemet, California for aggregate amount of $1,787,000, carrying coupon at twelve (12) percent, payable in monthly interest installments of $17,870 starting on September 1st, 2021, and continuing monthly thereafter until maturity on February 1st, 2023, at which time all sums of principal and interest then remaining unpaid shall be due and payable. The balloon payment promissory note is secured by deed of trust. The refinanced amount paid off the first and second mortgage loans with a net funding to the Company of approximately $387,000, net of finders’ fees. There has been no activity during the year ended December 31, 2022. The Company incurred $180,000 of interest expense and paid $142,960 of interest, of which $35,740 was paid by a related party, during the year ended December 31, 2022. Accrued interest was $73,040 as of December 31, 2022.   Cash Call, Inc. – In default   On March 19, 2018, the Company issued a promissory note to CashCall, Inc. for $75,000 of cash consideration. The note bears interest at 94%, matures on August 1, 2020. The Company also recorded a $7,500 debt discount due to origination fees due at the beginning of the note, which was fully amortized as of December 31, 2022 and 2021. The Company paid down $0 and $11,821 of the principal during the years ended December 31, 2022, and 2021, respectively.   On August 2, 2022, the Company and Cash Call settled for an aggregate principal of $23,641 payable in one lump sum or a series of 9 installments of $3,152. No payment was made under this settlement agreement.   As of December 31, 2022, and 2021, the remaining principal balance was $24,785. The Company has not incurred any interest expense related to this promissory note during the years ended December 31, 2022, and 2021.   Christopher Elder – In default   On December 15, 2020, the Company entered into a promissory note pursuant to which the Company borrowed $126,477. Interest under the promissory note is 15% per annum, and the principal and all accrued but unpaid interest is due on March 15, 2021. The note is in technical default as it is past maturity date and the Company failed to repay the outstanding principal and accrued interest.     The Company paid down $0 and $50,000 of the principal during the years ended December 31, 2022, and 2021, respectively. As of December 31, 2022, and 2021, the remaining principal balance was $76,477.   The Company incurred approximately $11,350 and $11,310 of interest during the year ended December 31, 2022, and 2021, respectively. Accrued interest was $23,500 and $12,563 as of December 31, 2022 and 2021, respectively.   The Company also has a balance of $347,290 owed and currently recorded and presented as accounts receivable in the consolidated balance sheet as of December 31, 2022. The Company fully impaired the remaining balance of its receivable as of December 31, 2022, due to uncertainty pertaining to the capacity to pay of the Company’s debtor.

v3.23.2

CONVERTIBLE NOTES	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
CONVERTIBLE NOTES	NOTE 7 – CONVERTIBLE NOTES   Convertible notes consisted of the following at December 31, 2022, and 2021: SCHEDULE OF CONVERTIBLE NOTES                    December 31, 2022     December 31, 2021                 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       -   Mast Hill convertible note, 12% interest, due March 2023 (in default)     250,000       -   Blue Lake convertible note, 12% interest, due March 2023 (in default)     250,000       -   Total convertible notes   $ 771,738     $ -   Less discounts     (213,081 )     -                     Total convertible notes, net of discount     558,657       -                              Less current portion     (558,657 )     -                     Total convertible notes, net of discount - long term   $ -     $ -     Sixth Street Lending LLC   On February 4, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $116,200 for net proceeds of $100,000, net of issuance costs of $3,750 and original issuance discount of $12,450. The interest rate under the convertible promissory note is 10% per year, and the principal and all accrued but unpaid interest are due on February 4, 2023. The note requires ten (10) mandatory monthly installments of $12,782 (including a guaranteed twelve-month coupon of $16,200) starting in March 2022.   The note is convertible upon an event of default at the noteholder’s option into shares of our common stock at the greater of a fixed conversion price or 25% discount to the trading price of the Company’s common stock, subject to standard anti-dilutive rights.   During the year ended December 31, 2022, the Company paid its required monthly installments for aggregate amount of $127,820, consisting of $116,200 of principal and $11,620 applied against accrued interest.   The Company initially recognized $16,200 of debt discount resulting from the original issue discount and the deferred financing costs. The Company amortized the full $16,200 through interest expense during the year ended December 31, 2022.   As of December 31, 2022, the Company fully paid off all balances due to Sixth Street Landing LLC.     Mast Hill Fund, L.P (“Mast note”)- In technical default   On March 23, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $250,000 for net proceeds of $211,250, net of issuance costs of $13,750 and original issuance discount of $25,000. The interest rate under the convertible promissory note is 12% per year, and the principal and all accrued but unpaid interest are due on March 23, 2023. The note requires eight (8) mandatory monthly installments of $35,000 starting in July 2022.   Additionally, as an incentive to the note holder, the securities purchase agreement also provided for the issuance of 225,000 shares of common stock with fair value of approximately $101,000, which were fully earned at issuance, and 343,750 warrants to purchase an equivalent number of shares of common stock at an exercise price of $0.80 and a term of five years. 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 $0.35, subject to standard anti-dilutive rights. The conversion price of the convertible debt and the strike price of the warrants should be adjusted to the new effective conversion price following subsequent dilutive issuances.   During the year ended December 31, 2022, the Company did not pay any principal or interest on the Mast note. During the year ended December 31, 2022, the Company was able to extend the required amortization payments at three instances, pursuant to the terms of the underlying agreement, for a total penalty paid of $10,500. The principal balance owed to Mast Hill Fund is $250,000 as of December 31, 2022. Accrued interest totaled approximately $23,700 as of December 31, 2022.   The Company is in technical default as the Company (i) consummated a variable rate transaction with another lender and (ii) failed to make the required installment payment as required under the terms of the agreement. 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 25% of the principal and accrued interest.   As of December 31, 2022, the Company accrued $68,426 as default penalty, which is presented in accounts payable and accrued liabilities in the consolidated balance sheet.   The Company initially recognized $219,832 of debt discount resulting from the original issue discount, the deferred financing costs, the fair value assigned to the commitment shares and the warrants. The Company amortized $169,090 through interest expense during the year ended December 31, 2022. The balance of the unamortized debt discount is $50,742 as of December 31, 2022. The Company recognized additional interest of approximately $71,000 from the fair value of the warrants in the year ended December 31, 2022.   The Company incurred approximately $23,700 of interest expenses during the year ended December 31, 2022. Accrued interest was $23,700 as of December 31, 2022.   Blue Lake Partners LLC (“Blue Lake note”) – In technical default   On March 28, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $250,000 for net proceeds of $211,250, net of issuance costs of $13,750 and original issuance discount of $25,000. The interest rate under the convertible promissory note is 12% per year, and the principal and all accrued but unpaid interest are due on March 28, 2023. The note requires eight (8) mandatory monthly installments of $35,000 starting in July 2022. Additionally, as an incentive to the note holder, the securities purchase agreement provided for the issuance of 225,000 shares of common stock with fair value of approximately $101,000, which were fully earned at issuance, and 343,750 warrants for the purchase of an equivalent number of shares of common stock at an exercise price of $0.80 and a term of five years.   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 $0.35, subject to standard anti-dilutive rights. With the issuance of a variable rate transaction with any new investor, the conversion price of the convertible debt and the strike price of the warrants should be adjusted down to the new effective conversion price.     During the year ended December 31, 2022, the Company did not pay any principal or interest on the Blue Lake note. The principal balance owed to Blue Lake Partners is $250,000 as of December 31, 2022. Accrued interest totaled approximately $23,400 as of December 31, 2022.   The Company is in technical default of the note as the Company (i) consummated a variable rate transaction with another lender and (ii) failed to make the required installment payment as required under the terms of the agreement. 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 25% of the principal and accrued interest.   As of December 31, 2022, the Company accrued $68,344 as default penalty, which is presented in accounts payable and accrued interest in the consolidated balance sheet.   The Company initially recognized $219,607 of debt discount resulting from the original issue discount, the deferred financing costs, the fair value assigned to the commitment shares and the warrants. The Company amortized $166,510 through interest expenses during the year ended December 31, 2022. The balance of the unamortized debt discount is $53,097 as of December 31, 2022. The Company recognized additional interest of approximately $71,000 from the fair value of the warrants in the year ended December 31, 2022.   1800 Diagonal Lending Inc. (“Diagonal note”)   Diagonal note #1   On July 28, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $85,000 for net proceeds of $80,750, net of issuance costs of $4,250. Interest rate under the convertible promissory note is 9% per year, and the principal and all accrued but unpaid interest are due on July 28, 2023. At any time after issuance, the note is convertible into shares of our common stock at the greater of a fixed rate or discount to the market price. The note includes a prepayment feature at a premium of 25% from the issuance date and up to 180 days. The note includes a 50% penalty premium on unpaid principal and interest upon an event of default.   The principal balance of Diagonal note #1 is $85,000 as of December 31, 2022. The Company incurred approximately $3,700 of interest expenses during the year ended December 31, 2022. Accrued interest was $3,700 as of December 31, 2022.   The Company initially recognized $4,250 of debt discount resulting from the original issue discount and the deferred financing costs. The Company amortized $1,771 through interest expenses during the year ended December 31, 2022. The balance of the unamortized debt discount is $2,479 as of December 31, 2022.   Diagonal note #2   On September 2, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $64,250 for net proceeds of $60,000, net of issuance costs of $4,250. Interest rate under the convertible promissory note is 9% per year, and the principal and all accrued but unpaid interest are due on September 2, 2023. At any time after issuance, the note is convertible into shares of our common stock at the greater of a fixed conversion rate or discount to the market price. The note includes a prepayment feature at a premium of 25% from the issuance date and up to 180 days. The note includes a 50% penalty premium on unpaid principal and interest upon an event of default.   During the year ended December 31, 2022, the Company did not pay any principal or interest on Diagonal note #2. The principal balance owed to Diagonal is $64,250 as of December 31, 2022. The Company incurred approximately $1,900 of interest expenses during the year ended December 31, 2022. Accrued interest was $1,900 as of December 31, 2022.   The Company initially recognized $4,250 of debt discount resulting from the original issue discount and the deferred financing costs. The Company amortized $1,417 through interest expenses during the year ended December 31, 2022. The balance of the unamortized debt discount is $2,833 as of December 31, 2022.     Diagonal note #3   On October 17, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $142,276 for net proceeds of $122,782, net of issuance costs of $19,494. Interest under the convertible promissory note is 10% per year, and the note includes a guaranteed twelve-month coupon or $14,227.   The maturity date of the note is October 17, 2023. The convertible note is contingently convertible upon an event of default, and the conversion price is the greater of a fixed rate or a discount to the market price. The note requires ten (10) monthly installment payments of $15,650 starting on November 30, 2022.   The Company used $12,782 from the proceeds to pay off the balance of Sixth Street Lending LLC.   The Company incurred approximately $14,227 of interest expenses and paid $1,423 of interest during the year ended December 31, 2022. Accrued interest was $12,804 as of December 31, 2022.   The Company initially recognized $19,494 of debt discount resulting from the original issue discount and the deferred financing costs. The Company amortized $4,061 through interest expenses during the year ended December 31, 2022. The balance of the unamortized debt discount is $15,433 as of December 31, 2022.   During the year ended December 31, 2022, the Company paid $19,788 of principal pursuant to the terms of the note. The balance of the Diagonal note #3 is $122,488 as of December 31, 2022.

v3.23.2

PROMISSORY NOTES – RELATED PARTIES	12 Months Ended
	Dec. 31, 2022
Promissory Notes Related Parties
PROMISSORY NOTES – RELATED PARTIES	NOTE 8 – PROMISSORY NOTES – RELATED PARTIES   Related party promissory notes consisted of the following at December 31, 2022 and 2021: SCHEDULE OF RELATED PARTY TRANSACTIONS                        December 31, 2022     December 31, 2021   RAS Real Estate LLC – Past maturity   $ 249,589     $ 365,590   Six-Twenty Management LLC – On demand     960,746       447,317   Lisa Landau – On demand     76,359       22,077   Total promissory notes, net of discount current   $ 1,286,694     $ 834,984     Six Twenty Management LLC (“Six-Twenty”)   Jason Sunstein, the Company’s Chief Financial Officer is also the managing member and 100% owner of Six Twenty Management LLC, an entity that has been providing ongoing capital support to the Company.   On March 31, 2021, the Company executed a non-convertible promissory note with Six Twenty for an initial amount funded of $288,611 and carrying a coupon of eight percent (8%) and a maturity of twelve months. Six-Twenty subsequently funded the Company for additional cash of $609,200.   During the year ended December 31, 2022, Six Twenty funded an additional $734,285 and the Company repaid $220,856.   During the year ended December 31, 2021, the Company paid $544,468 in cash towards the non-convertible promissory note. Six-Twenty paid two of the installments related to the Labrys note (See Note 6) for total amount of $124,444 and the Company paid $30,470 of expenses related to the related party, which decreased the principal owed.   As of December 31, 2022 and 2021, the principal balance owed to Six-Twenty was $960,746 and $447,317, respectively.   The Company incurred $62,611 and $24,354 of interest expense during the year ended December 31, 2022 and 2021, respectively. Accrued interest was $86,965 and $24,354 as of December 31, 2022 and 2021, respectively. Refer to note 5 for disclosures on related party.     RAS, LLC (past maturity)   On October 25, 2019, the Company issued a promissory note to RAS, LLC “RAS”, a company managed by Lisa Landau, which is a relative to the Company’s Chief Financial Officer for $440,803. The proceeds of the note were largely used to repay shareholder loans and other liabilities. The loan bears interest at 10%, and also carries a default coupon rate of 18%. The loan matured on April 25, 2020, and is secured by 2,500,000 common shares and a Second Deed of Trust for property in Hemet, CA (Emerald Grove). Additionally, as an incentive to the note holder, the Company was required to issue to the holder 132,461 shares of common stock valued at $97,858, which was recorded as a debt discount as of December 31, 2019.   The outstanding balance is $249,589 and $365,590 at December 31, 2022, and 2021, respectively. The Company repaid $116,000 during the year ended December 31, 2022.   Interest expense for the year ended December 31, 2022, and 2021 was $48,228 and $64,590, respectively. During the year ended December 31, 2022, the Company paid in cash $17,600 of interest. Accrued interest was $45,876 and $15,248 as of December 31, 2022 and 2021, respectively.   During the year ended December 31, 2021, the Company issued 29,727 shares of common stock against $10,999 of accrued interest. During the year ended December 31, 2021, the Company paid in cash $30,800 of interest and $17,600 was paid directly by RAS to the creditor, which increased the principal owed to RAS as of December 31, 2021.   Lisa Landau   Lisa Landau is a relative to the Company’s Chief Financial Officer. Lisa Landau funded an aggregate amount of $58,902 and directly paid corporate expenses in the amount of $63,476 on behalf of the Company and was repaid $68,096 during the year ended December 31, 2022.   During the year ended December 31, 2021, Lisa Landau advanced approximately $84,600 for additional improvements at Emerald Grove and $25,462 of corporate expenses. The Company has repaid $88,000 in cash during the year ended December 31, 2021.   The principal balance was $76,359 and $22,077 as of December 31, 2022 and 2021, respectively. The advances are on demand but do not carry any interest.

v3.23.2

EQUITY METHOD INVESTMENT	12 Months Ended
	Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
EQUITY METHOD INVESTMENT	NOTE 9 – EQUITY METHOD INVESTMENT   In May 2021, the Company acquired a 25% investment in Rancho Costa Verde Development, LLC (“RCVD”) in exchange for 3,000,000 shares of the Company’s common stock at a determined fair value of $0.86 per share and $100,000 in cash for total consideration of $2,680,000. The fair value of the non-monetary exchange was determined based on a valuation report obtained from an independent third-party valuation firm. The fair value of the Company’s common stock was determined based on a weighted combination of market approach and asset approach. The market approach estimates fair value based on a weighted average between the listed price of the Company’s common share and the Company’s recent private transaction adjusted for a lack of marketability discount.   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 was not consolidated under the variable interest model.   Rancho Costa Verde 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, Mexico. RCVD is a self-sustained solar powered green community that takes advantage of the advances in solar and other green technology.   The investment was recorded at cost, which was determined to be $2,680,000. A total of 3,000,000 shares of common stock were issued as of December 31, 2022 and 2021.     The following represents summarized financial information of RCVD for the years ended December 31, 2022 and 2021: SUMMARIZED FINANCIAL INFORMATION OF RCVD Income statement   2022     2021   Revenue   $ 2,804,430     $ 2,071,364   Cost of goods sold     1,492,184       587,520   Gross margin     1,312,246       1,483,844   Operating expenses     (2,342,539 )     (1,510,881 ) Interest expense     (659,680 )     (645,642 ) Net loss   $ (1,689,973 )   $ (672,679 )                   Balance sheet                 Current assets   $ 2,210,701     $ 2,204,129   Non-current assets   $ 4,599,757     $ 4,783,210   Current liabilities   $ 10,755,826     $ 1,026,660   Non-current liabilities   $ 5,822,234     $ 14,038,220     Based on its 25% equity investment, the Company has recorded a loss from equity investment of $422,493 and $168,170 for the years ended December 31, 2022 and 2021, respectively. The Company impaired the remaining balance of its equity-method investment for a total amount of $2,089,337 for the year ended December 31, 2022.

v3.23.2

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 10 – COMMITMENTS AND CONTINGENCIES   Commitment to Purchase Land   Land purchase- Valle Divino   The land project consisting of 20 acres to be acquired from Baja Residents Club (a Company controlled by our CEO Roberto Valdes) and developed into Valle Divino resort in Ensenada, Baja California, the acquisition of title to the land for this project is subject to approval from the Mexican government in Baja, California. Although management believes that the transfer of title to the land will be approved before the end of the Company fiscal year end 2023, there is no assurance that such transfer of title will be approved in that time frame or at all. The Company has promised to transfer title to the plots of land to the investors who have invested in the Company once the Company receives an approval of change in transfer of title to the Company through a Fideicomiso. As of December 31, 2022, and 2021, Valdetierra S.A de C.V., a company controlled and 100% owned by Roberto Valdes our Chief Executive Officer, has entered into fifteen (15) and thirteen (13) contracts for deed agreements to sell lots of land, respectively. The proceeds are collected by the Company and initially presented under contract liability in the consolidated balance sheets; however, the Company netted the balance in contract liability for $457,275 against the related capitalized construction in process, with the remaining net balance fully impaired and recorded under impairment loss in the consolidated statement of operation for the year ended December 31, 2022.   Land purchase- Plaza Bajamar   On September 25, 2019, the Company, entered into a definitive Land Purchase Agreement with Valdeland, S.A. de C.V., a Company controlled by our CEO 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 $1,000,000, payable in a combination of a new series of preferred stock (with a stated value of $600,000), 250,000 shares of common stock, a promissory note in the amount of $150,000, and an initial construction budget of $150,000 payable upon closing. The closing is subject to obtaining the necessary approval by the City of Ensenada and transfer of title, which includes the formation of a wholly owned Mexican subsidiary. As of December 31, 2022, and 2021, the agreement has not yet closed.   The total budget was established at approximately $1,556,000, inclusive of lots construction, of which approximately $816,047 has been paid, leaving a firm commitment of approximately $740,000 as of December 31, 2022.     Commitment to Sell Land   On September 30, 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 20 acres of vacant land and associated improvements located at the Emerald Grove property in Hemet, California for a total purchase price of $630,000, $63,000 was paid upon execution and the balance is payable in a balloon payment on October 1, 2026, with interest only payments due on the 1st of each month beginning April 1, 2020. During the duration of the Agreement the Company retains title and is allowed to encumber the property with a mortgage at its discretion, however IntegraGreen has the right to use the property. The Company may also evict IntegraGreen from the premises in the case of default under the agreement. The principal owed under the agreement is $403,020.   Due to the nature of the Agreement, the Company’s management deemed that there was an embedded lease feature in the agreement in accordance with ASC 842. As a result, the initial payment of $63,000 was classified as a deposit. Upon an event of default in which case the payment is non-refundable, and the Company no longer has any obligation to provide access to the land. The interest payments will be recognized monthly as lease income.   During the year ended December 31, 2022, and 2021, the Company recognized $0 and $25,899 in lease income, respectively. Effective on October 1, 2021, the Company determined that the agreement met the definition of a contract pursuant to the guidance in ASU 2014-09 and recognized approximately $496,800 in revenue.   The Company recognized $0 and $6,660 of interest related to the financing component of the sale pursuant to ASC 606, during the year ended December 31, 2022 and 2021, respectively. Interest is presented in the other income (expense) in the consolidated statement of operations for the year ended December 31, 2021.   The Company recognized $0 and $8,340 of interest related to the seller carry back, during the year ended December 31, 2022 and 2021, respectively. Interest is presented in the other income (expense) in the consolidated statements of operations for the year ended December31, 2021. The Company fully impaired the carrying balance of its account receivable owed by IntegraGreen as of December 31, 2022.   Oasis Park Resort construction budget   During the year ended December 31, 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. Contractor also commenced phase II construction including the waterfront clubhouse, casitas, and model homes. The total budget was established at approximately $512,000, of which approximately $118,600 has been paid, leaving a firm commitment of approximately $393,400 as of December 31, 2022.   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.

v3.23.2

STOCKHOLDERS’ EQUITY (DEFICIT)	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY (DEFICIT)	NOTE 11 – STOCKHOLDERS’ EQUITY (DEFICIT)   The Company’s equity at December 31, 2022 consisted of 150,000,000 authorized common shares and 2,000,000 authorized preferred shares, both with a par value of $0.001 per share. As of December 31, 2022, and 2021, there were 43,499,423 and 31,849,327 shares of common stock issued and outstanding, respectively. As of December 31, 2022, and December 31, 2021, 28,000 shares of Series A Preferred Stock were issued and outstanding and 1,000 shares of Series B Preferred Stock were issued and outstanding, respectively.     On October 14, 2021, the Board of Directors approved an amendment to the Company’s articles of incorporation to increase the Company’s authorized common stock, par value $0.001 from 75,000,000 shares to 150,000,000 and to effect a reverse split in a ratio of not less than 1 for 2 and not more than 1 for 12. The Company has not yet initiated any reverse split as of December 31, 2022.   Equity Incentive Plans   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 5,000,000 shares of the Company’s common stock to be available under the 2022 Plan. The 2022 Plan was never approved by the stockholders. Therefore, any options granted under the 2022 Plan prior to stockholder approval will be “non-qualified”. The Company granted 2,150,000 options during the year ended December 31, 2022. The Company has 2,150,000 options issued and outstanding under the 2022 Plan as of December 31, 2022.   2020 Equity Incentive Plan   The Company has reserved a total of 3,000,000 shares of the authorized common stock for issuance under the 2020 Equity Plan. During the year ended December 31, 2022, the Company has granted 1,300,000 options under the 2020 Plan and 1,300,000 options were exercised, leaving a balance of 1,700,000 options issued and outstanding as of December 31, 2022 and 2021.   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 3,000,000 shares of the Company’s common stock to be available under the 2019 Plan. No options under the 2019 Plan were issued, cancelled, forfeited, or exercised during the year ended December 31, 2022. The Company has 2,150,000 options issued and outstanding under the 2019 Plan as of December 31, 2022 and 2021.   Common Stock   All shares of common stock issued during the years ended December 31, 2022, and 2021, were unregistered.   Common Stock Issued for Services:   During the year ended December 31, 2022, the Company issued an aggregate of 3,447,038 shares of common stock pursuant to consulting agreements for a total value of $1,470,837.   During the year ended December 31, 2021, the Company issued an aggregate of 545,946 shares of common stock in connection with consulting, advisory and finders’ fee agreements for a total value of $601,108.   During the year ended December 31, 2021, the Company issued 50,000 shares to the Company’s President in accordance with an executed employment agreement valued at $66,000.   Common Stock Issued for Cash:   During the year ended December 31, 2022, the Company received $15,000 in cash for the issuance of 60,000 shares of common stock.   During the year ended December 31, 2021, the Company received $65,000 in cash for the issuance of 140,000 shares of common stock.     Common Stock Issued from warrants and options exercise:   During the year ended December 31, 2022, the Company issued 1,300,000 shares of common stock from the exercise of 1,300,000 stock options for a total cash consideration of $1,300.   During the year ended December 31, 2021, the Company issued 160,000 shares of common stock for total consideration of $50,000 from warrants exercise.   During the year ended December 31, 2021, the Company issued 1,000,000 shares of common stock from option exercise for total consideration of $50,000.   Common Stock sold with a Promise to Deliver Title to Plot of Land and Warrants:   On December 8, 2020, the Company received cash proceeds of $20,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $20,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $11,890; and plot of land was valued at $8,110. The shares were issued on March 1, 2021.   On December 31, 2020, the Company received cash proceeds of $30,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $30,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $20,622; and plot of land was valued at $9,378. The shares were issued on March 1, 2021.   On April 22, 2021, the Company received cash proceeds of $35,000 for 70,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $35,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $29,521; and plot of land was valued at $5,479.   There was no activity during the year ended December 31, 2022.   Common Stock Issued for debt settlement:   During the year ended December 31, 2022, the Company issued 6,039,058 shares of common stock for the settlement of related party debts in the aggregate amount of $905,859.   On December 31, 2020, the Company executed amendments to promissory notes with six (6) existing investors to extend the maturity date for the issuance of an aggregate of 23,000 shares of common stock with a fair value of approximately $10,000. These shares were issued on January 1, 2021.   On January 1, 2021, the Company issued an aggregate of 95,000 shares of common stock in conjunction with previously executed promissory notes. These shares were previously recorded as stock payable for aggregate fair value of approximately $75,600.   On January 1, 2021, the Company issued an aggregate of 23,000 shares of common stock in conjunction with executed amendments to previously executed promissory notes. These shares were issued with an estimated fair value of $8,970.   On January 1, 2021, the Company issued 29,727 shares of common stock with fair value of $10,999 as payment for accrued interest related to a promissory note with related party.     On February 25, 2021, the Company issued 85,000 shares of common stock as commitment shares in accordance with the terms of one of its senior secured self-amortization convertible note with aggregate fair value of $130,900.   On July 1, 2021, the Company issued an aggregate of 35,000 shares of common stock in conjunction with executed amendments to previously executed promissory notes. These shares were issued with an estimated fair value of $12,605.   During the year ended December 31, 2021, the Company issued 285,000 shares of common stock with fair value of $136,800 following a late remittance of an installment related to a prior self-amortization note.   Common Stock Issued for equity-method investment:   On May 14, 2021, the Company issued 3,000,000 shares of common stock with a fair value of $2,580,000 for the acquisition of 25% of the membership interest of Rancho Costa Verde Development (See note 9).   Common Stock issued following registered offering (July 2021 offering):   On July 26, 2021, the Company entered into securities purchase agreements with certain institutional and accredited investors for the issuance and sale of 3,000,000 shares of the Company’s common stock at a closing price of $0.68 per share. The issuance also includes an equivalent number of warrants convertible into an equivalent number of the Company’s common stock at a strike price of $0.68. The gross proceeds of the financing were $2,040,000 and the net proceeds were approximately $1,800,000.   Commitment shares issued with promissory notes:   During the year ended December 31, 2022, the Company issued 450,000 commitment shares in connection with the issuance of convertible notes for an aggregate fair value of $202,275.   Preferred Stock   On November 6, 2019, the Company authorized and issued 1,000 shares of Series B Preferred Stock (“Series B”) and 350,000 shares of common stock to CleanSpark Inc. in a private equity offering for $500,000. Management determined that the Series B should not be classified as liability per the guidance in ASC 480 Distinguishing Liabilities from Equity as of December 31, 2022, even though the conversion would require the issuance of variable number of shares since such obligation is not unconditional. As of December 31, 2022, and 2021, Management recorded the value attributable to the Series B of $293,500 as temporary equity on the consolidated balance sheets since the instrument is contingently redeemable at the option of the holder. The Company recognized the beneficial conversion feature (“BCF”) that arises from a contingent conversion feature, since the instrument reached maturity during the year ended December 31, 2020. The Company recognized such BCF as a discount on the convertible preferred stock. The amortization of the discount created by a BCF recognized as a result of the resolution of the contingency is treated as a deemed dividend that reduced net income in arriving at income available to common stockholders. The holder can convert the Series B into shares of common stock at a discount of 35% to the market price.   The terms and conditions of the Series B include an in-kind accrual feature, which provides for a cumulative accrual at a rate of 12% per annum of the face amount of the Series B. The Company has recognized $60,000 of dividend on Series B during the fiscal year ended December 31, 2022 and 2021, aggregating the total accrual to $190,000 and $130,000 as of December 31, 2022 and 2021, respectively. The recognition of the in-kind accrual was reported in Additional Paid In Capital on the Company’s consolidated balance sheets.     The Securities Purchase Agreement (“SPA”) states that the in-kind accrual rate should be increased by10% per annum upon each occurrence of an event of default. In addition, the SPA further states that the conversion price initially set at a discount of 35% to the market price should be further increased by an additional 10% upon each occurrence of an event of default. At the date of this Annual Report, CleanSpark claims that the Company was in default in three instances triggering further discount to the market price for the conversion feature and additional accrual rate. Management believes that it has never been in default of any covenant pursuant to the terms of the Securities Purchase Agreement. The Company has not been served with any notice of default stating the specific default events. As of the date of the filing of this Annual Report, the parties are cooperating to resolve this matter.   The Company did not issue any share of preferred stock during the years ended December 31, 2022 and 2021.   Stock Options   A summary of the Company’s option activity during the years ended December 31, 2022 and 2021, is presented below: SCHEDULE OF OPTION ACTIVITY      Number of Options     Weighted Average Exercise Price     Weighted Average Remaining Contract Term (Year)                       Outstanding at December 31, 2021     3,850,000     $ 0.41       4.30   Granted     3,450,000       0.13       5.00   Exercised     (1,300,000 )     0.00       5.00   Forfeit/Canceled     -       -       -   Outstanding at December 31, 2022     6,000,000     $ 0.34       3.88                             Exercisable at December 31, 2022     4,521,875                         Number of Options     Weighted Average Exercise Price     Weighted Average Remaining Contract Term (Year)                       Outstanding at December 31, 2020     2,900,000     $ 0.43       3.35   Granted     3,150,000       0.30       3.43   Exercised     (1,000,000 )     0.05       1.00   Forfeit/Canceled     (1,200,000 )     0.58       0.50   Outstanding at December 31, 2021     3,850,000     $ 0.41       4.30                             Exercisable at December 31, 2021     1,487,500                     Options outstanding as of December 31, 2022, and 2021, had aggregate intrinsic value of $0 and $716,000, respectively. At December 31, 2022, the total unrecognized deferred share-based compensation expected to be recognized over the remaining weighted average vesting periods of 0.59 years for outstanding grants was approximately $0.3 million.     The following table summarizes information about stock options outstanding and vested at December 31, 2022: SCHEDULE OF INFORMATION ABOUT STOCK OPTIONS OUTSTANDING AND VESTED        Options Outstanding     Options Vested                     Weighted                                             Average     Weighted           Weighted     Weighted         Number     Number     Remaining     Average     Number     Remaining     Average   Exercise     of Options     of Options     Contractual     Exercise     of     Contractual     Exercise   Prices     Outstanding     Exercisable     Life     Price     Options     Life     Price                     (In years)                 (In years)                                                       $ 0.20       2,150,000       671,875       4.92       0.20       671,875       4.92       0.20   $ 0.33       1,700,000       1,700,000       2.65       0.33       1,700,000       2.65       0.33   $ 0.43       600,000       600,000       3.99       0.43       600,000       3.99       0.43   $ 0.50       1,550,000       1,550,000       3.75       0.50       1,550,000       3.75       0.50             6,000,000       4,521,875       3.88     $ 0.34       4,521,875       3.88     $ 0.34     The Company measured equity-based compensation using the Black-Scholes option valuation model using the following assumptions: SCHEDULE OF ASSUMPTIONS TO VALUE STOCK OPTIONS      For Years Ending December 31,       2022     2021                 Expected term     0.50-1.00 years       2.75 years   Strike price   $ 0.00 – 0.20     $ 0.43 - 0.50   Expected volatility     148%-275%       159%-162%   Expected dividends     None       None   Risk-free interest rate     0.34% - 0.85%       0.38%-0.87%   Forfeitures     None       None     Warrants   A summary of the Company’s warrant activity during the years ended December 31, 2022 and 2021, is presented below: SCHEDULE OF WARRANTS ACTIVITY      Number of Warrants     Weighted Average Exercise Price     Weighted Average Remaining Contract Term (Year)                       Outstanding at December 31, 2021     3,180,000     $ 0.69       5.08   Granted     687,500       0.80       4.23   Exercised     -       -       -   Forfeit/Canceled     -       -       -   Outstanding at December 31, 2022     3,867,500     $ 0.71       4.11                             Exercisable at December 31, 2022     3,867,500                           Number of Warrants     Weighted Average Exercise Price     Weighted Average Remaining Contract Term (Year)                       Outstanding at December 31, 2020     460,000     $ 0.38       0.70   Granted     3,180,000       0.69       5.08   Exercised     (160,000 )     0.31       0.23   Forfeit/Canceled     (300,000 )     0.42       -   Outstanding at December 31, 2021     3,180,000     $ 0.69       5.08                             Exercisable at December 31, 2021     3,180,000                     The Company used the following assumptions to value the warrants issued during the years ended December 31, 2022 and 2021: SCHEDULE OF ASSUMPTIONS TO VALUE WARRANTS      December 2022     December 2021       Warrants     Warrants                 Risk free rate     2.34%-2.54 %     0.73 % Market price per share   $ 0.45     $ 1.06   Life of instrument in years     5 years       5.50 years   Volatility     210 %     164.6 % Dividend yield     0 %     0 %

v3.23.2

INCOME TAX	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 12 – INCOME TAX   As of December 31,2022, and 2021, the Company had gross federal net operating loss carryforwards of approximately $21.4 million and $11.0 million, respectively. Management expects the limitation placed on the federal net operating loss carryforwards prior to the ownership change will likely expire unused. As of December 31, 2022, all tax years are open for examination by the taxing authorities.   Due to the enactment of the Tax Reform Act of 2017, the corporate tax rate for those tax years beginning with 2018 has been reduced to 21%.

v3.23.2

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13 – SUBSEQUENT EVENTS   Subsequent to December 31, 2022, the Company acquired the remaining 75% of its equity-method investment in RCVD for a total contractual purchase price of $13,500,000, which was be paid by the issuance of a five percent (5%) secured convertible note in aggregate principal amount of $8,900,000 payable in quarterly installments of $2,225,000 beginning on March 31, 2023, and continuing until March 31, 2024, 20,000,000 shares of common stock and 33,000,000 warrants to acquire an equivalent number of common shares at a strike price of $0.10 and expiration date of five years from grant date.   Subsequent to December 31, 2022, the Company issued 242,404 shares of common stock pursuant to the conversion of convertible debt in the principal amount of $15,000.   Subsequent to December 31, 2022, the Company paid an aggregate of approximately $241,340 in cash against its convertible notes with 1800 Diagonal, effectively retiring two of the three convertible notes.   Subsequent to December 31, 2022, the Company secured another convertible note with 1800 Diagonal for a principal amount of $104,250 and net funding of $100,000. The note carries an interest rate of 9% and is convertible at the greater of a fixed rate or a discount to market.   Subsequent to December 31, 2022, the Company converted $83,476 in principal and accrued interest with the issuance of 834,760 shares of common stock to a holder of convertible notes.   Subsequent to December 31, 2022, the Company issued 267,810 shares of common stock pursuant to a cashless exercise of 343,750 warrant shares.   Subsequent to December 31, 2022, the Company issued 100,000 shares of common stock pursuant to consulting agreements.   Subsequent to December 31, 2022, the Company entered into a securities purchase agreement with one investor under which the Company issued 3,100 shares of Series C preferred stock at a price of $100 per share for gross proceeds of $310,000. As an inducement to the financing, the Company reduced the strike price of such investor previously owned 1,500,000 stock warrants from $0.68 to $0.07 and issued an additional 1,240,000 warrants convertible into an equivalent number of shares of common stock, at a strike price of $0.07. The proceeds will be used to fund the Company’s working capital.   Management has evaluated subsequent events pursuant to the issuance of the consolidated financial statements and has determined that, other than listed above, no other reportable subsequent events exist through the date of these consolidated financial statements.

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).
Principles of Consolidation	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 and 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 California, Plaza Bajamar, LLC, incorporated in the State of California, Plaza Valle Divino, LLC, incorporated in the State of California.   ILA Fund includes cash as its only assets with minimal expenses as of December 31, 2022. The sole purpose of this entity is strategic funding for the operations of the Company. ILA Mexico has lots held for sale for the Oasis Park Resort, no liabilities, and minimal expenses as of December 31, 2022. All intercompany balances and transactions are eliminated in consolidation. As of December 31, 2022, Emerald Grove Estates LLC, Plaza Bajamar LLC, and Plaza Valle Divino LLC have no operations.   The Company’s consolidated subsidiaries were as follows as of December 31, 2022:   SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND ENTITY 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 % Emerald Grove Estates, LLC   California     100 % Oasis Park Resort, LLC   Wyoming     100 % Plaza Bajamar, LLC   Wyoming     100 % Plaza Valle Divino, LLC   Wyoming     100 %
Reclassification	Reclassification   Certain numbers from 2021 have been reclassified to conform with the current year presentation.
Investments - Equity Method	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.
Use of Estimates	Use of Estimates   The preparation of financial statements in conformity with US. 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 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.
Segment Reporting	Segment Reporting   The Company operates as one reportable segment under ASC 280, Segment Reporting. The Chief Operating Decision Maker (“CODM”) regularly reviews the financial information of the Company at a consolidated level in deciding how to allocate resources and in assessing performances.
Cash and Cash Equivalents	Cash and Cash Equivalents   The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022, and 2021.
Fair value of Financial Instruments and Fair Value Measurements	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.   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 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-Scholes 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 December 31, 2022:   SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS     Fair Value Measurements at December 31, 2022 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   $           -     $           -     $ 531,527     $ 531,527   Total   $ -     $ -     $ 531,527     $ 531,527     The following table presents changes of the liabilities with significant unobservable inputs (Level 3) for the year ended December 31, 2022:  SCHEDULE OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS     Derivative       Liability   Balance December 31, 2021   $ -             New derivative from convertible notes     497,535   Change in estimated fair value     33,992   Balance December 31, 2022   $ 531,527
Derivative Liability	Derivative Liability   As of December 31, 2022, 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 Years Ending December 31,       2022     2021                 Expected term     0.5 -1 year       -   Exercise price     $0.10-$0.43       -   Expected volatility     155%-162%       -   Expected dividends     None       -   Risk-free interest rate     2.93%-4.73%       -   Forfeitures     None       -       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	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	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. The Company fully impaired of the land held for sale as of December 31, 2022.
Land and Buildings	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 20 years. Land is an indefinite live asset that is stated at cost at date of acquisition.
Construction in progress (“CIP”)	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 Chief Executive Officer. The Company fully impaired the construction in progress on land currently owned by the Companies controlled by our Chief Executive Officer due to the uncertainty in title transfer as of December 31, 2022.
Fixed Assets	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 DEPRECIATION ESTIMATED USEFUL LIVES Classification   Life Buildings   20 years Furniture and equipment 5 years
Revenue Recognition	Revenue Recognition   On January 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition. Results for reporting periods beginning after January 1, 2018, are presented under Topic 606.   Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance.   The Company determines revenue recognition through the following steps:     ■ Identification of the agreement, or agreements, with a buyer and/or investor.   ■ Identification of the performance obligations in the agreement for the sale of lots.   ■ Determination of the transaction price.   ■ Allocation of the transaction price to the lots purchased when issued with equity or warrants to purchase equity in the Company.   ■ Recognition of revenue when, or as, we satisfy 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 lot sales or the execution of terms and conditions contracts with third parties and investors. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration was historically paid prior to transfer of title as stated above and in future land sales, the Company plans to transfer title to buyers at the time consideration has been transferred if the acquisition of the property has been completed by the Company. The Company applies judgment in determining the customer’s ability and intention to pay, however collection risk is mitigated through collecting payment in advance or through escrow arrangements.   A performance obligation is a promise in a contract or agreement to transfer a distinct product or item to the customer, which for us is transfer of title to our buyers. 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. We have concluded the sale of property and delivering title is accounted for as the single performance obligation.   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 to which we will be entitled to receive in exchange for transferring title to the customer.     The Company recognizes revenue when it transfers control of the land to the buyer. The Company’s principal activity in the real estate development industry, from which it generates its revenues, is the sale of developed and undeveloped land.   On September 30, 2019, the Company entered into a contract for deed agreement “Agreement” with IntegraGreen whose principal is also a creditor. Under the agreement the Company agreed to the sale of 20 acres of vacant land and associated improvements located at the Emerald Grove property in Hemet, California for a total purchase price of $630,000, of which $63,000 was paid upon execution and the balance was payable in a balloon payment on October 1, 2026, with interest only payments due on the 1st of each month beginning April 1, 2020. During the duration of the Agreement the Company retains title and is allowed to encumber the property with a mortgage at its discretion, however Integra Green has the right to use the property. The Company may also evict Integra Green from the premises in the case of default under the agreement. Effective on October 1, 2021, the Company determined that the agreement met the definition of a contract pursuant to the guidance in ASU 2014-09 and recognized approximately $496,800 in revenue. Prior to October 1, 2021, the Company’s management deemed that there was an embedded lease feature in the Agreement in accordance with ASC 842.   Disaggregated revenue by major source was as follows for the years ended December 31, 2022 and 2021:  SCHEDULE OF DISAGGREGATED REVENUE     December 31, 2022     December 31, 2021                 Revenue from the sale of land   $ -     $ 496,797   Lease income               -       25,899   Total Revenue   $ -     $ 522,696
Advertising Costs	Advertising Costs   The Company expenses advertising costs when incurred. Advertising costs incurred amounted to $1,085,300 and $1,782,000 for the years ended December 31, 2022, and 2021, respectively.
Debt issuance costs and debt discounts	Debt issuance costs and debt discounts   Debt issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying consolidated balance sheets.
Stock-Based Compensation	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. Following the adoption of Accounting Standards Update ASU 2016-09, the Company elected to account 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	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.
Net Loss Per Share	Net Loss Per Share   The Company computes 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 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.   Basic net loss per share is calculated based on the net loss attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted net loss per common share assumes the conversion of all dilutive securities using the if-converted method and assumes the exercise or vesting of other dilutive securities, such as options, common shares issuable under convertible debt, warrants and restricted stock using the treasury stock method when dilutive.   Securities that are excluded from the calculation of weighted average dilutive common shares, because their inclusion would have been antidilutive are: SCHEDULE OF POTENTIALLY DILUTIVE SHARES      For the year ended December 31, 2022     For the year ended December 31, 2021                 Options     6,000,000       3,850,000   Warrants     3,867,500       3,180,000   Total potentially dilutive shares     9,867,500       7,030,000
Concentration of Credit Risk	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 December 31, 2022. All of the Company accounts receivable is concentrated with one customer.
Impairment of Long-lived Assets	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 year ended December 31, 2022.
Accounts Receivable	Accounts Receivable   The Company uses the specific identification method for recording the provision for doubtful accounts, which was $0 at December 31, 2022 and 2021. Account receivables are written off when all collection attempts have failed.
Convertible Promissory Note	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.
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Not Yet Adopted   In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. In addition, ASU 2020-06 amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The Amendments also affects the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The amendments are effective for public entities excluding smaller reporting companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods. Management is currently evaluating the potential impact of the Update on its financial statements.   The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s consolidated financial statements.

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND ENTITY	The Company’s consolidated subsidiaries were as follows as of December 31, 2022:   SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND ENTITY 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 % Emerald Grove Estates, LLC   California     100 % Oasis Park Resort, LLC   Wyoming     100 % Plaza Bajamar, LLC   Wyoming     100 % Plaza Valle Divino, LLC   Wyoming     100 %
SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS	The following table presents balances of the liabilities with significant unobservable inputs (Level 3) as of December 31, 2022:   SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS     Fair Value Measurements at December 31, 2022 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   $           -     $           -     $ 531,527     $ 531,527   Total   $ -     $ -     $ 531,527     $ 531,527
SCHEDULE OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS	The following table presents changes of the liabilities with significant unobservable inputs (Level 3) for the year ended December 31, 2022:  SCHEDULE OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS     Derivative       Liability   Balance December 31, 2021   $ -             New derivative from convertible notes     497,535   Change in estimated fair value     33,992   Balance December 31, 2022   $ 531,527
SCHEDULE OF DERIVATIVE LIABILITY	SCHEDULE OF DERIVATIVE LIABILITY     For Years Ending December 31,       2022     2021                 Expected term     0.5 -1 year       -   Exercise price     $0.10-$0.43       -   Expected volatility     155%-162%       -   Expected dividends     None       -   Risk-free interest rate     2.93%-4.73%       -   Forfeitures     None       -
SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIVES	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 DEPRECIATION ESTIMATED USEFUL LIVES Classification   Life Buildings   20 years Furniture and equipment 5 years
SCHEDULE OF DISAGGREGATED REVENUE	Disaggregated revenue by major source was as follows for the years ended December 31, 2022 and 2021:  SCHEDULE OF DISAGGREGATED REVENUE     December 31, 2022     December 31, 2021                 Revenue from the sale of land   $ -     $ 496,797   Lease income               -       25,899   Total Revenue   $ -     $ 522,696
SCHEDULE OF POTENTIALLY DILUTIVE SHARES	Securities that are excluded from the calculation of weighted average dilutive common shares, because their inclusion would have been antidilutive are: SCHEDULE OF POTENTIALLY DILUTIVE SHARES      For the year ended December 31, 2022     For the year ended December 31, 2021                 Options     6,000,000       3,850,000   Warrants     3,867,500       3,180,000   Total potentially dilutive shares     9,867,500       7,030,000

v3.23.2

LAND AND BUILDING (Tables)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
SCHEDULE OF LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS	Land and buildings, net as of December 31, 2022, and 2021:   SCHEDULE OF LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS     Useful life   December 31, 2022     December 31, 2021   Land – Emerald Grove       $ 203,419     $ 203,419                         Land held for sale – Oasis Park       $ -     $ 647,399                         Construction in Process       $ -     $ 852,020                         Furniture & equipment, net   5 years   $ 1,877     $ 2,682                         Building – Emerald Grove   20 years     1,048,138       1,048,138   Less: Accumulated depreciation         (184,393 )     (132,254 )                       Building, net       $ 863,745     $ 915,884

v3.23.2

PROMISSORY NOTES (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
SCHEDULE OF PROMISSORY NOTES	Promissory notes consisted of the following at December 31, 2022, and 2021:  SCHEDULE OF PROMISSORY NOTES      December 31, 2022     December 31, 2021                 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   Redwood Trust note payable, 12% interest, due February 2023     1,787,000       1,787,000   Total Notes Payable   $ 1,889,762     $ 1,889,762   Less discounts     (4,146 )     (51,462 )                   Total Promissory notes, net of discount     1,885,616       1,838,300                     Less current portion     (1,885,616 )     (102,762 )                   Total Promissory notes, net of discount - long term   $ -     $ 1,735,538

v3.23.2

CONVERTIBLE NOTES (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
SCHEDULE OF CONVERTIBLE NOTES	Convertible notes consisted of the following at December 31, 2022, and 2021: SCHEDULE OF CONVERTIBLE NOTES                    December 31, 2022     December 31, 2021                 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       -   Mast Hill convertible note, 12% interest, due March 2023 (in default)     250,000       -   Blue Lake convertible note, 12% interest, due March 2023 (in default)     250,000       -   Total convertible notes   $ 771,738     $ -   Less discounts     (213,081 )     -                     Total convertible notes, net of discount     558,657       -                              Less current portion     (558,657 )     -                     Total convertible notes, net of discount - long term   $ -     $ -

v3.23.2

PROMISSORY NOTES – RELATED PARTIES (Tables)	12 Months Ended
	Dec. 31, 2022
Promissory Notes Related Parties
SCHEDULE OF RELATED PARTY TRANSACTIONS	Related party promissory notes consisted of the following at December 31, 2022 and 2021: SCHEDULE OF RELATED PARTY TRANSACTIONS                        December 31, 2022     December 31, 2021   RAS Real Estate LLC – Past maturity   $ 249,589     $ 365,590   Six-Twenty Management LLC – On demand     960,746       447,317   Lisa Landau – On demand     76,359       22,077   Total promissory notes, net of discount current   $ 1,286,694     $ 834,984

v3.23.2

EQUITY METHOD INVESTMENT (Tables)	12 Months Ended
	Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
SUMMARIZED FINANCIAL INFORMATION OF RCVD	The following represents summarized financial information of RCVD for the years ended December 31, 2022 and 2021: SUMMARIZED FINANCIAL INFORMATION OF RCVD Income statement   2022     2021   Revenue   $ 2,804,430     $ 2,071,364   Cost of goods sold     1,492,184       587,520   Gross margin     1,312,246       1,483,844   Operating expenses     (2,342,539 )     (1,510,881 ) Interest expense     (659,680 )     (645,642 ) Net loss   $ (1,689,973 )   $ (672,679 )                   Balance sheet                 Current assets   $ 2,210,701     $ 2,204,129   Non-current assets   $ 4,599,757     $ 4,783,210   Current liabilities   $ 10,755,826     $ 1,026,660   Non-current liabilities   $ 5,822,234     $ 14,038,220

v3.23.2

STOCKHOLDERS’ EQUITY (DEFICIT) (Tables)	12 Months Ended
	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
SCHEDULE OF OPTION ACTIVITY	A summary of the Company’s option activity during the years ended December 31, 2022 and 2021, is presented below: SCHEDULE OF OPTION ACTIVITY      Number of Options     Weighted Average Exercise Price     Weighted Average Remaining Contract Term (Year)                       Outstanding at December 31, 2021     3,850,000     $ 0.41       4.30   Granted     3,450,000       0.13       5.00   Exercised     (1,300,000 )     0.00       5.00   Forfeit/Canceled     -       -       -   Outstanding at December 31, 2022     6,000,000     $ 0.34       3.88                             Exercisable at December 31, 2022     4,521,875                         Number of Options     Weighted Average Exercise Price     Weighted Average Remaining Contract Term (Year)                       Outstanding at December 31, 2020     2,900,000     $ 0.43       3.35   Granted     3,150,000       0.30       3.43   Exercised     (1,000,000 )     0.05       1.00   Forfeit/Canceled     (1,200,000 )     0.58       0.50   Outstanding at December 31, 2021     3,850,000     $ 0.41       4.30                             Exercisable at December 31, 2021     1,487,500
SCHEDULE OF INFORMATION ABOUT STOCK OPTIONS OUTSTANDING AND VESTED	The following table summarizes information about stock options outstanding and vested at December 31, 2022: SCHEDULE OF INFORMATION ABOUT STOCK OPTIONS OUTSTANDING AND VESTED        Options Outstanding     Options Vested                     Weighted                                             Average     Weighted           Weighted     Weighted         Number     Number     Remaining     Average     Number     Remaining     Average   Exercise     of Options     of Options     Contractual     Exercise     of     Contractual     Exercise   Prices     Outstanding     Exercisable     Life     Price     Options     Life     Price                     (In years)                 (In years)                                                       $ 0.20       2,150,000       671,875       4.92       0.20       671,875       4.92       0.20   $ 0.33       1,700,000       1,700,000       2.65       0.33       1,700,000       2.65       0.33   $ 0.43       600,000       600,000       3.99       0.43       600,000       3.99       0.43   $ 0.50       1,550,000       1,550,000       3.75       0.50       1,550,000       3.75       0.50             6,000,000       4,521,875       3.88     $ 0.34       4,521,875       3.88     $ 0.34
SCHEDULE OF ASSUMPTIONS TO VALUE STOCK OPTIONS	The Company measured equity-based compensation using the Black-Scholes option valuation model using the following assumptions: SCHEDULE OF ASSUMPTIONS TO VALUE STOCK OPTIONS      For Years Ending December 31,       2022     2021                 Expected term     0.50-1.00 years       2.75 years   Strike price   $ 0.00 – 0.20     $ 0.43 - 0.50   Expected volatility     148%-275%       159%-162%   Expected dividends     None       None   Risk-free interest rate     0.34% - 0.85%       0.38%-0.87%   Forfeitures     None       None
SCHEDULE OF WARRANTS ACTIVITY	A summary of the Company’s warrant activity during the years ended December 31, 2022 and 2021, is presented below: SCHEDULE OF WARRANTS ACTIVITY      Number of Warrants     Weighted Average Exercise Price     Weighted Average Remaining Contract Term (Year)                       Outstanding at December 31, 2021     3,180,000     $ 0.69       5.08   Granted     687,500       0.80       4.23   Exercised     -       -       -   Forfeit/Canceled     -       -       -   Outstanding at December 31, 2022     3,867,500     $ 0.71       4.11                             Exercisable at December 31, 2022     3,867,500                           Number of Warrants     Weighted Average Exercise Price     Weighted Average Remaining Contract Term (Year)                       Outstanding at December 31, 2020     460,000     $ 0.38       0.70   Granted     3,180,000       0.69       5.08   Exercised     (160,000 )     0.31       0.23   Forfeit/Canceled     (300,000 )     0.42       -   Outstanding at December 31, 2021     3,180,000     $ 0.69       5.08                             Exercisable at December 31, 2021     3,180,000
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
SCHEDULE OF ASSUMPTIONS TO VALUE WARRANTS	The Company used the following assumptions to value the warrants issued during the years ended December 31, 2022 and 2021: SCHEDULE OF ASSUMPTIONS TO VALUE WARRANTS      December 2022     December 2021       Warrants     Warrants                 Risk free rate     2.34%-2.54 %     0.73 % Market price per share   $ 0.45     $ 1.06   Life of instrument in years     5 years       5.50 years   Volatility     210 %     164.6 % Dividend yield     0 %     0 %

v3.23.2

NATURE OF OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	May 31, 2021	Dec. 31, 2022	Dec. 31, 2021	May 14, 2021
Share price
Working capital		$ 5,600,000
Net loss		10,417,639	$ 5,062,062
Accumulated deficit		25,121,457	14,703,818
Net cash used in operating activities		528,061	1,035,678
Rancho Costa Verde Development, LLC [Member]
Number of shares exchanged	3,000,000
Share price	$ 0.86
Fair value of equity investment	$ 100,000
Consideration amount	$ 2,680,000
Investments		0	2,511,830
Net loss		$ (1,689,973)	$ (672,679)
Rancho Costa Verde Development, LLC [Member]
Equity investement	25.00%	25.00%		25.00%

v3.23.2

SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND ENTITY (Details) - Equity Investees Interest [Member]	12 Months Ended
	Dec. 31, 2022
ILA Fund I, LLC [Member]
State or Other Jurisdiction of Incorporation or Organization	Wyoming
Attributable Interest	100.00%
International Land Alliance, S.A. de C.V. (ILA Mexico) [Member]
State or Other Jurisdiction of Incorporation or Organization	Mexico
Attributable Interest	100.00%
Emerald Grove Estates, LLC [Member]
State or Other Jurisdiction of Incorporation or Organization	California
Attributable Interest	100.00%
Oasis Park Resort LLC [Member]
State or Other Jurisdiction of Incorporation or Organization	Wyoming
Attributable Interest	100.00%
Plaza Bajamar LLC [Member]
State or Other Jurisdiction of Incorporation or Organization	Wyoming
Attributable Interest	100.00%
Plaza Valle Divino LLC [Member]
State or Other Jurisdiction of Incorporation or Organization	Wyoming
Attributable Interest	100.00%

v3.23.2

SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS (Details)	Dec. 31, 2022 USD ($)
Platform Operator, Crypto-Asset [Line Items]
Derivative liabilities	$ 531,527
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative liabilities
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative liabilities
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative liabilities	$ 531,527

v3.23.2

SCHEDULE OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Accounting Policies [Abstract]
Balance of derivative liabilities
Transfer in due to issuance of convertible promissory note with embedded conversion features	$ 497,535,000
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Derivative liability
Change in fair value of derivative liability	$ 33,992,000
Balance of derivative liabilities	$ 531,527

v3.23.2

SCHEDULE OF DERIVATIVE LIABILITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Expected term		2 years 9 months
Stock price
Expected volatility
Expected dividends	0.00%	(0.00%)
Risk-free interest rate
Forfeitures	0
Derivative [Member]
Property, Plant and Equipment [Line Items]
Expected term
Minimum [Member]
Property, Plant and Equipment [Line Items]
Expected term	6 months
Stock price	$ 0.10
Expected volatility	155.00%
Risk-free interest rate	2.93%
Minimum [Member] | Derivative [Member]
Property, Plant and Equipment [Line Items]
Expected term	6 months
Maximum [Member]
Property, Plant and Equipment [Line Items]
Expected term	1 year
Stock price	$ 0.43
Expected volatility	162.00%
Risk-free interest rate	4.73%
Maximum [Member] | Derivative [Member]
Property, Plant and Equipment [Line Items]
Expected term	1 year

v3.23.2

SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIVES (Details)	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	20 years
Building [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	20 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years

v3.23.2

SCHEDULE OF DISAGGREGATED REVENUE (Details) - USD ($)		12 Months Ended
	Oct. 02, 2021	Dec. 31, 2022	Dec. 31, 2021
Product Information [Line Items]
Revenue	$ 496,800		$ 522,696
Sale of Land [Member]
Product Information [Line Items]
Revenue			496,797
Lease [Member]
Product Information [Line Items]
Revenue			$ 25,899

v3.23.2

SCHEDULE OF POTENTIALLY DILUTIVE SHARES (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	9,867,500	7,030,000
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	6,000,000	3,850,000
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	3,867,500	3,180,000

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)			12 Months Ended
	Oct. 02, 2021 USD ($)	Sep. 30, 2019 USD ($) a	Dec. 31, 2022 USD ($) a	Dec. 31, 2021 USD ($) a
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Property, plant and equipment, useful life			20 years
Area of land | a			20	20
Revenue from contract with customer	$ 496,800			$ 522,696
Advertising Expense			1,085,300	1,782,000
Allowance for doubtful accounts			$ 0	$ 0
Deed Agreement [Member] | Emerald Grove Property [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Area of land | a		20
Total purchase price		$ 630,000
Paid upon execution value		$ 63,000

v3.23.2

ASSET PURCHASE AND TITLE TRANSFER (Details Narrative)					12 Months Ended
	Dec. 14, 2021 USD ($)	Jun. 18, 2019 USD ($) a $ / shares shares	Mar. 18, 2019 USD ($)	Jul. 30, 2018 USD ($) a	Dec. 31, 2022 USD ($) a	Dec. 31, 2021 USD ($) a	Mar. 31, 2021 USD ($)
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Area of Land | a					20	20
Revenue recognized						$ 496,797
Interest income from financing component					$ 0	3,234
Interest expense, debt					103,234
Acquisition costs					22,050
Acquisition costs assets					1,122,050
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land					271,225
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings					850,826
Balance of land and building					1,067,164	1,119,303
Amortization of building and construction					52,400	49,400
Stock Issued During Period, Value, New Issues					15,000	65,000
Construction contract for consideration						99,000
Construction contract for consideration funded					43,967
Asset acquisition consideration transferred					23,967	20,000
Customer funded additional amount					41,940
Unpaid amount owed					58,560
Baja Residents Club (BRC) [Member] | Robert Valdes [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Area of Land | a		497
Stock Issued During Period, Shares, New Issues | shares		7,500,000
Stock Issued During Period, Value, New Issues		$ 750,000
Shares issued, price per share | $ / shares		$ 0.10
Assets held for sale		$ 670,000			$ 0	647,399
Total purchase price						120,000
Total purchase price funded amount						$ 19,500
Building [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Finite-Lived Intangible Asset, Useful Life					20 years
Rescission Agreement [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Payment for property	$ 150,000
Improvements for property	$ 100,000
Jason Sunstein [Member] | Residential Purchase Agreement (RPA) [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Area of Land | a				80
Acquire real property				$ 1,100,000
Loan financed amount			$ 605,000
Business Combination, Consideration Transferred			$ 524,613
Aggregate property principal amount							$ 1,787,000
Property funding amount							$ 387,000

v3.23.2

SCHEDULE OF LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Useful life of asset	20 years
Less: Accumulated depreciation	$ (184,393)	$ (132,254)
Buildings, net	863,745	915,884
Land Emerald Grove [Member]
Property, Plant and Equipment [Line Items]
Land and buildings, gross	203,419	203,419
Land Held For Sale Oasis Park [Member]
Property, Plant and Equipment [Line Items]
Land and buildings, gross		647,399
Construction In Process (Divino Bajamar) [Member]
Property, Plant and Equipment [Line Items]
Land and buildings, gross		852,020
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Land and buildings, gross	$ 1,877	2,682
Useful life of asset	5 years
Buildings - Emerald Grove [Member]
Property, Plant and Equipment [Line Items]
Land and buildings, gross	$ 1,048,138	$ 1,048,138
Useful life of asset	20 years

v3.23.2

LAND AND BUILDING (Details Narrative)	1 Months Ended			12 Months Ended
	Dec. 31, 2019 USD ($)	Nov. 30, 2019 USD ($)	Sep. 30, 2019 USD ($)	Dec. 31, 2022 USD ($) a shares	Dec. 31, 2021 USD ($) a shares
Property, Plant and Equipment [Line Items]
Depreciation expenses				$ 52,400	$ 49,700
Payments to acquire productive assets				$ 539,935	$ 522,050
Area of land acquired | a				20	20
Construction in process, balance					$ 852,020
Stock Issued During Period, Value, New Issues				15,000	$ 65,000
Proceeds from sale of construction				1,500,000
Funded amount				$ 400,000
Prepaid and Other Current Assets [Member]
Property, Plant and Equipment [Line Items]
Stock Issued During Period, Shares, New Issues | shares				250,000	250,000
Stock Issued During Period, Value, New Issues				$ 150,000	$ 150,000
Two Bedroom Model Home [Member]
Property, Plant and Equipment [Line Items]
Payments for construction in process				396,900	111,000
Land and buildings, net				0	419,147
Roberto Valdes [Member] | Two Model Villas [Member]
Property, Plant and Equipment [Line Items]
Payments to acquire property, plant, and equipment	$ 250,000	$ 250,000
Payments for construction in process	150,000	150,000
Down payment for purchase of land	$ 100,000	$ 100,000
Valle Divino [Member]
Property, Plant and Equipment [Line Items]
Payments to acquire productive assets				$ 457,275
Area of land acquired | a				20
Construction funded amount				$ 101,000	312,000
Construction in process, balance				0	$ 356,275
Plaza Bajamar [Member]
Property, Plant and Equipment [Line Items]
Payments to acquire productive assets				81,047
Oasis Park Project [Member]
Property, Plant and Equipment [Line Items]
Payments to acquire productive assets				$ 766,632
Roberto Valdes [Member]
Property, Plant and Equipment [Line Items]
Asset acquisition consideration percentage			100.00%
Consideration amount			$ 1,000,000

v3.23.2

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)					12 Months Ended
	Dec. 19, 2022	Dec. 01, 2022	Oct. 02, 2021	May 10, 2021	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Extinguishment loss						$ (10,876)
Number of shares stock options					3,450,000	3,150,000
Strike price
Contractual term					3 years 10 months 17 days
Number of shares issued for common stock, fair value					$ 15,000	$ 65,000
Convertible promissory note value					558,657
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Construction on residential fund					497,900
Chief Executive Officer [Member] | Land [Member]
Related Party Transaction [Line Items]
Construction on residential fund					1,200,000
Chief Executive Officer [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Balance owed to related party					33,038	265,463
Chief Financial Officer [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Balance owed to related party					33,038
President [Member]
Related Party Transaction [Line Items]
Convertible promissory note value					103,234
President [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Balance owed to related party					33,038
Employment Agreement [Member] | Frank Ingrande [Member]
Related Party Transaction [Line Items]
Ownership percentage			33.00%
Employment Agreement [Member] | Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Paid salary					16,560	0
Accrued compensation cost					132,152
Conversion of stock, amount issued	$ 348,016
Conversion of stock, shares issued	2,320,106
Extinguishment loss	$ 30,161
Annual compensation						135,232
Employment Agreement [Member] | Chief Executive Officer [Member] | 2022 Plan [Member]
Related Party Transaction [Line Items]
Number of shares stock options		465,834
Strike price		$ 0.20
Stock option vesting percentage		25.00%
Remaining vesting percentage		75.00%
Estimated fair value		$ 53,800
Employment Agreement [Member] | Chief Executive Officer [Member] | 2019 Plan [Member]
Related Party Transaction [Line Items]
Number of shares stock options			500,000
Strike price			$ 0.50
Estimated fair value			$ 270,000
Contractual term			5 years
Employment Agreement [Member] | Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Accrued compensation cost					132,152	135,232
Conversion of stock, amount issued	$ 253,319
Conversion of stock, shares issued	1,688,793
Extinguishment loss	$ 21,954
Salary compensation continued operations					20,000	25,667
Employment Agreement [Member] | Chief Financial Officer [Member] | 2022 Plan [Member]
Related Party Transaction [Line Items]
Number of shares stock options		465,833
Strike price		$ 0.20
Stock option vesting percentage		25.00%
Remaining vesting percentage		75.00%
Estimated fair value		$ 53,800
Employment Agreement [Member] | Chief Financial Officer [Member] | 2019 Plan [Member]
Related Party Transaction [Line Items]
Number of shares stock options			500,000
Strike price			$ 0.50
Estimated fair value			$ 270,000
Contractual term			5 years
Employment Agreement [Member] | Chief Financial Officer [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Balance owed to related party						$ 174,205
Employment Agreement [Member] | President [Member]
Related Party Transaction [Line Items]
Accrued compensation cost					132,152
Conversion of stock, amount issued	$ 140,845
Conversion of stock, shares issued	938,967
Extinguishment loss	$ 12,207
Annual compensation				$ 120,000
Salary compensation continued operations					$ 20,000
Number of shares issued for common stock				50,000
Number of shares issued for common stock, fair value				$ 66,000
Employment Agreement [Member] | President [Member] | 2022 Plan [Member]
Related Party Transaction [Line Items]
Number of shares stock options		465,833
Strike price		$ 0.20
Stock option vesting percentage		25.00%
Remaining vesting percentage		75.00%
Estimated fair value		$ 53,800
Employment Agreement [Member] | President [Member] | 2019 Plan [Member]
Related Party Transaction [Line Items]
Number of shares stock options			250,000
Strike price			$ 0.50
Estimated fair value			$ 135,000
Contractual term			5 years

v3.23.2

SCHEDULE OF PROMISSORY NOTES (Details) (Parenthetical)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Notes Payable One [Member]
Short-Term Debt [Line Items]
Debt instrument, maturity date	August 2020	August 2020
Notes Payable Two [Member]
Short-Term Debt [Line Items]
Debt instrument, maturity date	March 2020	March 2020
Debt instrument, percentage	10.00%	10.00%
Notes Payable Three [Member]
Short-Term Debt [Line Items]
Debt instrument, maturity date	March 2021	March 2021
Debt instrument, percentage	15.00%	15.00%
Notes Payable Four [Member]
Short-Term Debt [Line Items]
Debt instrument, maturity date	February 2023	February 2023
Debt instrument, percentage	12.00%	12.00%

v3.23.2

SCHEDULE OF PROMISSORY NOTES (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Total Notes Payable	$ 1,889,762	$ 1,889,762
Total Notes Payable	(4,146)	(51,462)
Total Notes Payable	1,885,616	1,838,300
Total Notes Payable	(1,885,616)	(102,762)
Total Notes Payable		1,735,538
Notes Payable One [Member]
Short-Term Debt [Line Items]
Total Notes Payable	24,785	24,785
Notes Payable Two [Member]
Short-Term Debt [Line Items]
Total Notes Payable	1,500	1,500
Notes Payable Three [Member]
Short-Term Debt [Line Items]
Total Notes Payable	76,477	76,477
Notes Payable Four [Member]
Short-Term Debt [Line Items]
Total Notes Payable	$ 1,787,000	$ 1,787,000

v3.23.2

SCHEDULE OF CONVERTIBLE NOTES (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Total convertible notes	$ 771,738
Less discounts	(213,081)
Total convertible notes, net of discount	558,657
Less current portion	(558,657)
Total convertible notes, net of discount - long term
1800 Diagonal Convertible Note #1 [Member] | Due On July 2023 [Member]
Short-Term Debt [Line Items]
Total convertible notes	85,000
1800 Diagonal Convertible Note #2 [Member] | Due On September 2023 [Member]
Short-Term Debt [Line Items]
Total convertible notes	64,250
1800 Diagonal Convertible Note #3 [Member] | Due On October 2023 [Member]
Short-Term Debt [Line Items]
Total convertible notes	122,488
Mast Hill Convertible Note [Member] | Due On March 2023 [Member]
Short-Term Debt [Line Items]
Total convertible notes	250,000
Blue Lake Convertible Note [Member] | Due On March 2023 [Member]
Short-Term Debt [Line Items]
Total convertible notes	$ 250,000

v3.23.2

SCHEDULE OF CONVERTIBLE NOTES (Details) (Parenthetical)	Dec. 31, 2022
1800 Diagonal Convertible Note #1 [Member] | Due On July 2023 [Member]
Short-Term Debt [Line Items]
Debt, interest rate	9.00%
1800 Diagonal Convertible Note #2 [Member] | Due On September 2023 [Member]
Short-Term Debt [Line Items]
Debt, interest rate	9.00%
1800 Diagonal Convertible Note #3 [Member] | Due On October 2023 [Member]
Short-Term Debt [Line Items]
Debt, interest rate	9.00%
Mast Hill Convertible Note [Member] | Due On March 2023 [Member]
Short-Term Debt [Line Items]
Debt, interest rate	12.00%
Blue Lake Convertible Note [Member] | Due On March 2023 [Member]
Short-Term Debt [Line Items]
Debt, interest rate	12.00%

v3.23.2

PROMISSORY NOTES (Details Narrative)				12 Months Ended
	Aug. 02, 2022 USD ($)	Jan. 21, 2021 USD ($) a	Mar. 19, 2018 USD ($)	Dec. 31, 2022 USD ($) a	Dec. 31, 2021 USD ($) a	Dec. 15, 2020 USD ($)
Short-Term Debt [Line Items]
Amortization of debt discount				$ 458,616	$ 296,541
Area of Land | a				20	20
Interest paid				$ 142,960
Paid by related party				35,740
Debt instrument, unamortized discount				4,146	$ 51,462
Repayments of notes payable				131,339	982,086
Notes payable				1,885,616	1,838,300
Accounts receivable				347,290
Cash Call, Inc [Member]
Short-Term Debt [Line Items]
Debt instrument, principal balance	$ 23,641			76,477	76,477
Debt instrument, periodic payment	$ 3,152
Repayments of convertible debt principal amount				0	50,000
Proceeds from issuance of debt				11,350	11,310
Notes Payable [Member]
Short-Term Debt [Line Items]
Amortization of debt discount				47,316	296,541
Redwood Trust [Member]
Short-Term Debt [Line Items]
Area of Land | a		80
Debt instrument, principal balance		$ 1,787,000
Debt instrument, interest rate		12.00%
Debt instrument, periodic payment		$ 17,870
Debt instrument, maturity date, description		February 1st, 2023
Payments for mortgage deposits		$ 387,000
Interest expense				180,000
Accrued interest				73,040
Promissory Notes [Member]
Short-Term Debt [Line Items]
Notes payable				1,286,694	834,984
Promissory Notes [Member] | Cash Call, Inc [Member]
Short-Term Debt [Line Items]
Debt instrument, principal balance			$ 75,000
Debt instrument, maturity date, description			August 1, 2020
Debt instrument, unamortized discount			$ 7,500
Repayments of notes payable				0	11,821
Notes payable				24,785	24,785
Promissory Notes [Member] | Cash Call, Inc [Member] | Equity Investees Interest [Member]
Short-Term Debt [Line Items]
Equity investement			94.00%
Promissory Note [Member]
Short-Term Debt [Line Items]
Debt instrument, principal balance						$ 126,477
Debt instrument, interest rate						15.00%
Non Convertible Promissory Note [Member] | Cash Call, Inc [Member]
Short-Term Debt [Line Items]
Accrued interest				$ 23,500	$ 12,563

v3.23.2

CONVERTIBLE NOTES (Details Narrative) - USD ($)								8 Months Ended	12 Months Ended
	Nov. 30, 2022	Oct. 17, 2022	Sep. 02, 2022	Jul. 28, 2022	Mar. 28, 2022	Mar. 23, 2022	Feb. 04, 2022	Sep. 02, 2022	Oct. 17, 2023	Dec. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Unamortized debt discount										$ 4,146	$ 51,462
Cash payments on promissory notes										131,339	982,086
Accrued interest										103,234
Debt discount										458,616	296,541
Common stock issued for cash										15,000	65,000
Interest expense										1,532,186	800,822
Accrued interest										352,884	178,563
Notes payable										1,885,616	$ 102,762
Mast Hill Fund, L.P [Member]
Short-Term Debt [Line Items]
Penalty paid										10,500
Debt instrument, principal balance										250,000
Accrued interest										23,700
Blue Lake Partners LLC [Member]
Short-Term Debt [Line Items]
Accrued interest										23,400
Debt instrument, principal balance										250,000
Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Interest expense										4,061
Convertible Promissory Note [Member] | Sixth Street Lending LLC [Member]
Short-Term Debt [Line Items]
Gross proceeds							$ 116,200
Net proceeds							100,000
Debt instrument net of issuance costs							3,750
Unamortized debt discount							$ 12,450
Debt instrument, percentage							10.00%
Monthly installments amount							$ 12,782			127,820
Debt instrument, guaranteed							twelve-month coupon of $16,200
Debt instrument, conversion percentage							25.00%
Cash payments on promissory notes										116,200
Accrued interest										11,620
Debt discount										16,200
Interest expense, amortized										16,200
Convertible Promissory Note [Member] | Sixth Street Lending LLC [Member] | Diagonal Note #3 [Member]
Short-Term Debt [Line Items]
Monthly installments amount		$ 12,782
Convertible Promissory Note [Member] | Mast Hill Fund, L.P [Member]
Short-Term Debt [Line Items]
Gross proceeds						$ 250,000
Net proceeds						211,250
Debt instrument net of issuance costs						13,750
Unamortized debt discount						$ 25,000				50,742
Debt instrument, percentage						12.00%
Monthly installments amount						$ 35,000
Debt discount										219,832
Interest expense, amortized										$ 169,090
Number of shares issued for common stock						225,000
Common stock issued for cash						$ 101,000
Warrants to purchase shares of common stock						343,750
Warrant exercise price per share						$ 0.80
Warrant term						5 years
Debt conversion price per share						$ 0.35
Debt, interest rate										25.00%
Accounts payable and accrued interest										$ 68,426
Fair value of the warrants										71,000
Interest expense										23,700
Accrued interest										23,700
Convertible Promissory Note [Member] | Blue Lake Partners LLC [Member]
Short-Term Debt [Line Items]
Gross proceeds					$ 250,000
Net proceeds					211,250
Debt instrument net of issuance costs					13,750
Unamortized debt discount					$ 25,000					53,097
Debt instrument, percentage					12.00%
Monthly installments amount					$ 35,000
Debt discount										219,607
Interest expense, amortized										$ 166,510
Number of shares issued for common stock					225,000
Common stock issued for cash					$ 101,000
Warrants to purchase shares of common stock					343,750
Warrant exercise price per share					$ 0.80
Warrant term					5 years
Debt conversion price per share					$ 0.35
Debt, interest rate										25.00%
Accounts payable and accrued interest										$ 68,344
Convertible Promissory Note [Member] | 1800 Diagonal Lending Inc [Member] | Diagonal Note #1 [Member]
Short-Term Debt [Line Items]
Gross proceeds				$ 85,000
Net proceeds				80,750
Debt instrument net of issuance costs				$ 4,250
Unamortized debt discount										2,479
Debt instrument, percentage				9.00%
Debt discount										4,250
Interest expense, amortized										1,771
Accrued interest										3,700
Debt instrument, convertible, description				At any time after issuance, the note is convertible into shares of our common stock at the greater of a fixed rate or discount to the market price. The note includes a prepayment feature at a premium of 25% from the issuance date and up to 180 days
Unpaid principal and interest, rate				50.00%
Notes payable										85,000
Convertible Promissory Note [Member] | 1800 Diagonal Lending Inc [Member] | Diagonal Note #2 [Member]
Short-Term Debt [Line Items]
Gross proceeds			$ 64,250
Net proceeds			60,000
Debt instrument net of issuance costs			$ 4,250					$ 4,250
Unamortized debt discount										2,833
Debt instrument, percentage			9.00%					9.00%
Debt discount										4,250
Interest expense, amortized										1,417
Interest expense										1,900
Accrued interest										1,900
Debt instrument, convertible, description			At any time after issuance, the note is convertible into shares of our common stock at the greater of a fixed conversion rate or discount to the market price. The note includes a prepayment feature at a premium of 25% from the issuance date and up to 180 days
Unpaid principal and interest, rate								50.00%
Notes payable										64,250
Convertible Promissory Note [Member] | 1800 Diagonal Lending Inc [Member] | Diagonal Note #3 [Member]
Short-Term Debt [Line Items]
Gross proceeds		142,276
Net proceeds		122,782
Debt instrument net of issuance costs		$ 19,494
Unamortized debt discount										15,433
Debt instrument, percentage		10.00%
Debt instrument, guaranteed									twelve-month coupon or $14,227
Debt discount										19,494
Debt instrument, principal balance										19,788
Accrued interest										12,804
Installment payments	$ 15,650
Interest expense										14,227
Interest paid										1,423
Convertible notes payable										$ 122,488

v3.23.2

SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Total promissory notes, net of discount current	$ 1,885,616	$ 1,838,300
Promissory Notes [Member]
Short-Term Debt [Line Items]
Total promissory notes, net of discount current	1,286,694	834,984
Promissory Notes [Member] | RAS Real Estate LLC [Member]
Short-Term Debt [Line Items]
Total promissory notes, net of discount current	249,589	365,590
Promissory Notes [Member] | Six Twenty Management [Member]
Short-Term Debt [Line Items]
Total promissory notes, net of discount current	960,746	447,317
Promissory Notes [Member] | Lisa Landau [Member]
Short-Term Debt [Line Items]
Total promissory notes, net of discount current	$ 76,359	$ 22,077

v3.23.2

PROMISSORY NOTES – RELATED PARTIES (Details Narrative) - USD ($)				12 Months Ended
	Mar. 31, 2021	Apr. 25, 2020	Oct. 25, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2019	Dec. 15, 2020
Proceed from related party				$ 793,187	$ 897,811
Repayment of related party				390,621	676,938
Accrued interest - related party				352,884	178,563
Common stock issued for cash				15,000	65,000
Notes payable				1,885,616	1,838,300
Interest expense				1,532,186	800,822
Repayment of promissory from related party				68,096	88,000
Lisa Landau [Member]
Debt principal balance				76,359	22,077
Repayment of debt				63,476	25,462
Funded from improvement				58,902
Advance from improvement					84,600
Non Convertible Promissory Note [Member] | Six Twenty Management LLC [Member]
Debt principal balance	$ 288,611			960,746	447,317
Debt instrument, percentage	8.00%
Proceed from related party	$ 609,200			734,285
Repayment of related party				220,856
Cash				544,468
Interest expense - related party				62,611	24,354
Accrued interest - related party				86,965	24,354
Non Convertible Promissory Note [Member] | Six Twenty Management LLC [Member] | Labrys Fund LP [Member]
Related party				124,444
Interest expense - related party				$ 30,470
Non Convertible Promissory Note [Member] | Six Twenty Management LLC [Member]
Ownership percentage				100.00%
Promissory Note [Member]
Debt principal balance							$ 126,477
Debt instrument, percentage							15.00%
Promissory Note [Member] | RAS, LLC [Member]
Debt instrument, percentage			10.00%
Cash				$ 17,600	30,800
Interest expense - related party				48,228	$ 64,590
Employee relative issued amount			$ 440,803
Default coupon rate			18.00%
Secured of common shares		2,500,000
Common stock issued for cash, shares					29,727	132,461
Common stock issued for cash					$ 10,999	$ 97,858
Notes payable				249,589	365,590
Repayment of debt				116,000
Accrued interest - related party				$ 45,876	15,248
Interest expense					$ 17,600

v3.23.2

SUMMARIZED FINANCIAL INFORMATION OF RCVD (Details) - USD ($)		12 Months Ended
	Oct. 02, 2021	Dec. 31, 2022	Dec. 31, 2021
Revenue	$ 496,800		$ 522,696
Cost of goods sold			67,806
Gross margin			454,890
Operating expenses		(8,351,000)	(4,657,818)
Interest expense		(1,532,186)	(800,822)
Net loss		10,417,639	5,062,062
Current assets		98,572	622,345
Current liabilities		5,718,595	2,740,942
Rancho Costa Verde Development, LLC [Member]
Revenue		2,804,430	2,071,364
Cost of goods sold		1,492,184	587,520
Gross margin		1,312,246	1,483,844
Operating expenses		(2,342,539)	(1,510,881)
Interest expense		(659,680)	(645,642)
Net loss		(1,689,973)	(672,679)
Current assets		2,210,701	2,204,129
Non-current assets		4,599,757	4,783,210
Current liabilities		10,755,826	1,026,660
Non-Current liabilities		$ 5,822,234	$ 14,038,220

v3.23.2

EQUITY METHOD INVESTMENT (Details Narrative)	1 Months Ended	12 Months Ended
	May 31, 2021 USD ($) a $ / shares shares	Dec. 31, 2022 USD ($) a shares	Dec. 31, 2021 USD ($) a $ / shares shares	May 14, 2021
Schedule of Equity Method Investments [Line Items]
Share price | $ / shares
Area of land | a		20	20
Shares issued | shares		3,000,000	3,000,000
Loss from equity investment		$ (422,493)	$ (168,170)
Rancho Costa Verde Development, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Equity investement	25.00%	25.00%		25.00%
Rancho Costa Verde Development, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Number of shares exchanged | shares	3,000,000
Share price | $ / shares	$ 0.86
Fair value of equity investment	$ 100,000
Consideration amount	$ 2,680,000
Area of land | a	1,100
Investments cost		$ 2,680,000
Loss from equity investment		422,493	$ 168,170
Investment carrying value		$ 2,089,337
Rancho Costa Verde Development, LLC [Member] | Equity Investees Interest [Member]
Schedule of Equity Method Investments [Line Items]
Equity investement	25.00%

v3.23.2

COMMITMENTS AND CONTINGENCIES (Details Narrative)			12 Months Ended
	Oct. 02, 2021 USD ($)	Sep. 25, 2019 USD ($) shares	Dec. 31, 2022 USD ($) a shares	Dec. 31, 2021 USD ($) a shares	Sep. 30, 2019 USD ($) a
Product Liability Contingency [Line Items]
Commitment to purchase of land			The land project consisting of 20 acres to be acquired from Baja Residents Club (a Company controlled by our CEO Roberto Valdes) and developed into Valle Divino resort in Ensenada, Baja California, the acquisition of title to the land for this project is subject to approval from the Mexican government in Baja, California
Area of land acquired | a			20	20
Net budget			$ 1,556,000
Net budget inclusive of lots construction			816,047
Commitment amount			740,000
Contract liability			85,407	$ 126,663
Revenue from contract with customer	$ 496,800			522,696
Financing Component of Sale [Member]
Product Liability Contingency [Line Items]
Interest expense			0	6,660
Seller Carry Back [Member]
Product Liability Contingency [Line Items]
Interest expense			0	8,340
Lease [Member]
Product Liability Contingency [Line Items]
Revenue from contract with customer				$ 25,899
Common Stock [Member]
Product Liability Contingency [Line Items]
Common stock issued for cash, shares | shares			60,000	140,000
Land Purchase Agreement [Member]
Product Liability Contingency [Line Items]
Purchase price of land		$ 1,000,000
Initial construction budget of land		150,000
Land Purchase Agreement [Member] | Promissory Note [Member]
Product Liability Contingency [Line Items]
Purchase price of land		150,000
Land Purchase Agreement [Member] | Preferred Stock [Member]
Product Liability Contingency [Line Items]
Preferred stock stated value		$ 600,000
Land Purchase Agreement [Member] | Common Stock [Member]
Product Liability Contingency [Line Items]
Common stock issued for cash, shares | shares		250,000
Contract For Deed Agreement [Member] | IntegraGreen [Member]
Product Liability Contingency [Line Items]
Area of land acquired | a					20
Purchase price of land					$ 630,000
Balance of balloon payment					63,000
Debt instrument principal amount					403,020
Contract liability					$ 63,000
Oasis Park Resort Construction Budget [Member]
Product Liability Contingency [Line Items]
Total budget			$ 512,000
Payment for budget			118,600
Commitment paid			$ 393,400
Valle Divino [Member]
Product Liability Contingency [Line Items]
Area of land acquired | a			20
Valle Divino [Member] | Construction in Progress [Member]
Product Liability Contingency [Line Items]
Contract liability			$ 457,275
Valle Divino [Member] | Valdetierra S.A de C.V [Member]
Product Liability Contingency [Line Items]
Ownership percentage				100.00%
Valle Divino [Member] | Valdetierra S.A de C.V [Member] | Roberto Valdes [Member]
Product Liability Contingency [Line Items]
Ownership percentage			100.00%

v3.23.2

SCHEDULE OF OPTION ACTIVITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Number of Options, Outstanding Beginning	3,850,000	2,900,000
Weighted Average Exercise Price Outstanding Beginning	$ 0.41	$ 0.43
Options Outstanding, Weighted Average Remaining Contractual Life	3 years 10 months 17 days	4 years 3 months 18 days	3 years 4 months 6 days
Number of Options, Granted	3,450,000	3,150,000
Weighted Average Exercise Price Warrants Granted	$ 0.13	$ 0.30
Options Granted, Weighted Average Remaining Contractual Life	5 years	3 years 5 months 4 days
Number of Options, Exercised	(1,300,000)	(1,000,000)
Weighted Average Exercise Price Warrants Exercised	$ 0.00	$ 0.05
Options Exercised, Weighted Average Remaining Contractual Life	5 years	1 year
Number of Options, Forfeit/Canceled		(1,200,000)
Weighted Average Exercise Price Forfeit/Canceled		$ 0.58
Options Forfeit/Canceled, Weighted Average Remaining Contractual Life		6 months
Number of Options, Outstanding Ending	6,000,000	3,850,000	2,900,000
Weighted Average Exercise Price Outstanding Ending	$ 0.34	$ 0.41	$ 0.43
Number of Options, Exercisable Ending	4,521,875	1,487,500

v3.23.2

SCHEDULE OF INFORMATION ABOUT STOCK OPTIONS OUTSTANDING AND VESTED (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Number of Options not Exercisable	6,000,000
Options Outstanding, Number of Options Exercisable	4,521,875
Options Outstanding, Weighted Average Remaining Contractual Life	3 years 10 months 17 days
Options Outstanding, Weighted Average Exercise Price | $ / shares	$ 0.34
Options Vested, Number of Options	4,521,875
Options Vested Weighted Remaining Contractual Life	3 years 10 months 17 days
Options Vested, Weighted Average Exercise Price | $ / shares	$ 0.34
Exercise Prices Range One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Prices | $ / shares	$ 0.20
Options Outstanding, Number of Options not Exercisable	2,150,000
Options Outstanding, Number of Options Exercisable	671,875
Options Outstanding, Weighted Average Remaining Contractual Life	4 years 11 months 1 day
Options Outstanding, Weighted Average Exercise Price | $ / shares	$ 0.20
Options Vested, Number of Options	671,875
Options Vested Weighted Remaining Contractual Life	4 years 11 months 1 day
Options Vested, Weighted Average Exercise Price | $ / shares	$ 0.20
Exercise Prices Range Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Prices | $ / shares	$ 0.33
Options Outstanding, Number of Options not Exercisable	1,700,000
Options Outstanding, Number of Options Exercisable	1,700,000
Options Outstanding, Weighted Average Remaining Contractual Life	2 years 7 months 24 days
Options Outstanding, Weighted Average Exercise Price | $ / shares	$ 0.33
Options Vested, Number of Options	1,700,000
Options Vested Weighted Remaining Contractual Life	2 years 7 months 24 days
Options Vested, Weighted Average Exercise Price | $ / shares	$ 0.33
Exercise Prices Range Three [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Prices | $ / shares	$ 0.43
Options Outstanding, Number of Options not Exercisable	600,000
Options Outstanding, Number of Options Exercisable	600,000
Options Outstanding, Weighted Average Remaining Contractual Life	3 years 11 months 26 days
Options Outstanding, Weighted Average Exercise Price | $ / shares	$ 0.43
Options Vested, Number of Options	600,000
Options Vested Weighted Remaining Contractual Life	3 years 11 months 26 days
Options Vested, Weighted Average Exercise Price | $ / shares	$ 0.43
Exercise Prices Range Four [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Prices | $ / shares	$ 0.50
Options Outstanding, Number of Options not Exercisable	1,550,000
Options Outstanding, Number of Options Exercisable	1,550,000
Options Outstanding, Weighted Average Remaining Contractual Life	3 years 9 months
Options Outstanding, Weighted Average Exercise Price | $ / shares	$ 0.50
Options Vested, Number of Options	1,550,000
Options Vested Weighted Remaining Contractual Life	3 years 9 months
Options Vested, Weighted Average Exercise Price | $ / shares	$ 0.50

v3.23.2

SCHEDULE OF ASSUMPTIONS TO VALUE STOCK OPTIONS (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Expected term		2 years 9 months
Expected volatility, minimum	148.00%	159.00%
Expected volatility, maximum	275.00%	162.00%
Expected dividends	0.00%	(0.00%)
Risk-free interest rate, minimum	0.34%	0.38%
Risk-free interest rate, maximum	0.85%	0.87%
Forfeitures	0.00%	0.00%
Minimum [Member]
Expected term	6 months
Strike price	$ 0.00	$ 0.43
Maximum [Member]
Expected term	1 year
Strike price	$ 0.20	$ 0.50

v3.23.2

SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Equity [Abstract]
Number of Warrants, Outstanding Beginning	3,180,000	460,000
Weighted Average Exercise Price Outstanding Beginning	$ 0.69	$ 0.38
Weighted Average Remaining Contract Term (Year), Warrants Outstanding, Beginning	5 years 29 days	8 months 12 days
Number of Warrants, Granted	687,500	3,180,000
Weighted Average Exercise Price Warrants Granted	$ 0.80	$ 0.69
Weighted Average Remaining Contract Term (Year), Warrants Granted	4 years 2 months 23 days	5 years 29 days
Number of Warrants, Exercised		(160,000)
Weighted Average Exercise Price Warrants Exercised		$ 0.31
Weighted Average Remaining Contract Term (Year), Warrants Exercised		2 months 23 days
Number of Warrants, Forfeit/Canceled		(300,000)
Weighted Average Exercise Price Forfeit/Canceled		$ 0.42
Number of Warrants, Outstanding Ending	3,867,500	3,180,000
Weighted Average Exercise Price Outstanding Ending	$ 0.71	$ 0.69
Weighted Average Remaining Contract Term (Year), Warrants outstanding, Ending	4 years 1 month 9 days	5 years 29 days
Number of Warrants, Exercisable Ending	3,867,500	3,180,000

v3.23.2

SCHEDULE OF ASSUMPTIONS TO VALUE WARRANTS (Details)	Dec. 31, 2022 $ / shares	Dec. 31, 2021 $ / shares
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		0.73
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	2.34
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	2.54
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.45	1.06
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Term	5 years	5 years 6 months
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	210	164.6
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0	0

v3.23.2

STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative)										12 Months Ended
	Jul. 26, 2021 USD ($) $ / shares shares	May 14, 2021 USD ($) shares	May 10, 2021 USD ($) shares	Apr. 22, 2021 USD ($) shares	Feb. 25, 2021 USD ($) shares	Jan. 02, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares	Dec. 08, 2020 USD ($) shares	Nov. 06, 2019 USD ($) shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Jul. 02, 2021 USD ($) shares	Dec. 01, 2022 shares	Oct. 14, 2021 $ / shares shares	May 31, 2021	Feb. 11, 2019 shares
Class of Stock [Line Items]
Common stock, shares authorized										150,000,000	150,000,000			75,000,000
Preferred stock, shares authorized										2,000,000	2,000,000
Common stock par value | $ / shares										$ 0.001	$ 0.001			$ 0.001
Preferred stock, par value | $ / shares										$ 0.001	$ 0.001
Common stock, shares issued										43,499,423	31,849,327
Common stock, shares outstanding										43,499,423	31,849,327
Number of stock reserved for issuance										150,000,000
Number of stock option granted										3,450,000	3,150,000
Number of stock options issued and outstanding							2,900,000			6,000,000	3,850,000
Number of common stock shares issued										1,300,000	1,000,000
Number of common stock issued for services value | $											$ 387,109
Common stock issued for cash | $										$ 15,000	65,000
Proceeds from stock options exercise | $										1,300	100,000
Proceeds from warrant exercise | $										1,300	$ 100,000
Share price | $ / shares
Temporary equity | $										293,500	$ 293,500
Aggregate intrinsic value | $										$ 0	$ 716,000
Remaining weighted average vesting periods										7 months 2 days
Options granted, value | $										$ 300,000
July 2021 Offering [Member]
Class of Stock [Line Items]
Common stock issued for cash, shares	3,000,000
Share price | $ / shares	$ 0.68
Strike price | $ / shares	$ 0.68
Proceeds from financing | $	$ 2,040,000
Proceeds from equity offerings | $	$ 1,800,000
Rancho Costa Verde Development, LLC [Member]
Class of Stock [Line Items]
Number of common stock issued, shares		3,000,000
Fair value of acquisition | $		$ 2,580,000
Equity investement		25.00%								25.00%					25.00%
Share-Based Payment Arrangement, Option [Member]
Class of Stock [Line Items]
Number of common stock shares issued										1,300,000	1,000,000
Common stock issued for cash, shares										1,300,000
Proceeds from stock options exercise | $										$ 1,300	$ 50,000
Common Stock [Member]
Class of Stock [Line Items]
Number of common stock shares issued										1,300,000	1,160,000
Number of common stock shares issued for services											595,946
Number of common stock issued for services value | $											$ 596
Common stock issued for cash | $										$ 60	$ 140
Common stock issued for cash, shares										60,000	140,000
Proceeds from stock options exercise | $										$ 1,300	$ 1,160
Common Stock [Member] | Convertible Notes Payable [Member]
Class of Stock [Line Items]
Common stock issued for cash | $										$ 202,275
Common stock issued for cash, shares										450,000
Warrant [Member]
Class of Stock [Line Items]
Number of common stock shares issued											160,000
Proceeds from warrant exercise | $											$ 50,000
Common Stock Issued for Debt Settlement [Member] | Promissory Note [Member]
Class of Stock [Line Items]
Common stock issued for cash | $						$ 75,600						$ 12,605
Common stock issued for cash, shares						95,000						35,000
Common stock issued against accrued interest due to related party shares						29,727
Common stock issued against accrued interest due to related party | $						$ 10,999
Common Stock Issued for Debt Settlement [Member] | Promissory Note One [Member]
Class of Stock [Line Items]
Common stock issued for cash | $						$ 8,970
Common stock issued for cash, shares						23,000
Common Stock Issued for Debt Settlement [Member] | Senior Secured Self-Amortization Convertible Note [Member]
Class of Stock [Line Items]
Common stock issued for cash | $					$ 130,900
Common stock issued for cash, shares					85,000
Common Stock Issued for Debt Settlement [Member] | Prior Self Amortization Note [Member]
Class of Stock [Line Items]
Common stock issued for cash | $											$ 136,800
Common stock issued for cash, shares											285,000
Third-Party Investor [Member]
Class of Stock [Line Items]
Common stock issued for cash | $				$ 29,521			$ 20,622	$ 11,890
Common stock issued for cash, shares				70,000			50,000	50,000
Proceeds from issuance of common stock | $				$ 35,000			$ 30,000	$ 20,000
Share-based payment arrangement, expense | $				35,000			30,000	20,000
Plot of land amount | $				$ 5,479			9,378	$ 8,110
Cleanspark Inc [Member]
Class of Stock [Line Items]
Proceeds from equity offerings | $									$ 500,000
Number of common stock for equity offering									350,000
Consulting Agreement [Member]
Class of Stock [Line Items]
Number of common stock shares issued for services										3,447,038
Number of common stock issued for services value | $										$ 1,470,837
Consulting Advisory and Finders Agreement [Member]
Class of Stock [Line Items]
Number of common stock shares issued for services											545,946
Number of common stock issued for services value | $											$ 601,108
Employment Agreement [Member] | President [Member]
Class of Stock [Line Items]
Number of common stock shares issued for services											50,000
Number of common stock issued for services value | $											$ 66,000
Common stock issued for cash | $			$ 66,000
Common stock issued for cash, shares			50,000
Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Agreement description										The Securities Purchase Agreement (“SPA”) states that the in-kind accrual rate should be increased by10% per annum upon each occurrence of an event of default. In addition, the SPA further states that the conversion price initially set at a discount of 35% to the market price should be further increased by an additional 10% upon each occurrence of an event of default. At the date of this Annual Report, CleanSpark claims that the Company was in default in three instances triggering further discount to the market price for the conversion feature and additional accrual rate.
2022 Equity Incentive Plan [Member]
Class of Stock [Line Items]
Number of stock reserved for issuance													5,000,000
Number of stock option granted										2,150,000
Number of stock options issued and outstanding										2,150,000
2020 Equity Incentive Plan [Member]
Class of Stock [Line Items]
Number of stock reserved for issuance										3,000,000
Number of stock option granted										1,300,000
Number of stock options issued and outstanding										1,700,000	1,700,000
Number of common stock shares issued										1,300,000
2019 Equity Incentive Plan [Member]
Class of Stock [Line Items]
Number of stock reserved for issuance																3,000,000
Number of stock options issued and outstanding										2,150,000	2,150,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued										28,000	28,000
Preferred stock, shares outstanding										28,000	28,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Common stock, shares issued									1,000
Preferred stock, shares issued										1,000	1,000
Preferred stock, shares outstanding										1,000	1,000
Common stock discount percentage										0.35
Cumulative accrual percentage										12.00%
Recognized dividend | $										$ 60,000	$ 60,000
Dividends | $										1,900	$ 1,300
Common Stock Issued for Debt Settlement [Member] | Related Party [Member]
Class of Stock [Line Items]
Common stock issued for cash | $										$ 905,859
Common stock issued for cash, shares										6,039,058
Common Stock Issued for Debt Settlement [Member] | Six Investors [Member]
Class of Stock [Line Items]
Common stock issued for cash | $							$ 10,000
Common stock issued for cash, shares							23,000

v3.23.2

INCOME TAX (Details Narrative) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Operating loss carry forwards	$ 21.4	$ 11.0
Corporate tax rate, percentage	21.00%

v3.23.2

SUBSEQUENT EVENTS (Details Narrative) - USD ($)		12 Months Ended
	Jul. 06, 2023	Mar. 31, 2024	Dec. 31, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Share price
Consulting Agreement [Member]
Subsequent Event [Line Items]
Issuance of common shares			3,447,038
Common Stock [Member]
Subsequent Event [Line Items]
Common stock issued for cash, shares			60,000	140,000
No of shares converted			6,039,058	153,000
Issuance of common shares				595,946
Rancho Costa Verde Development, LLC [Member] | Forecast [Member]
Subsequent Event [Line Items]
Principal amount quartelly installments		$ 2,225,000
Subsequent Event [Member] | Series C Preferred Stock [Member]
Subsequent Event [Line Items]
Common stock issued for cash, shares	3,100
Share price	$ 100
Gross proceeds	$ 310,000
Subsequent Event [Member] | Consulting Agreement [Member]
Subsequent Event [Line Items]
Issuance of common shares	100,000
Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Common stock issued for cash, shares	267,810
Subsequent Event [Member] | Warrant [Member]
Subsequent Event [Line Items]
Common stock issued for cash, shares	343,750
Warrants owned	1,500,000
Strike price	$ 0.68
Strike price reduced	$ 0.07
No of warrants converted	1,240,000
Subsequent Event [Member] | Convertible Debt [Member]
Subsequent Event [Line Items]
No of shares converted	242,404
Convertible debt principal amount	$ 15,000
Subsequent Event [Member] | 1800 Diagonal [Member]
Subsequent Event [Line Items]
Debt instrument, percentage	9.00%
Principal amount	$ 104,250
Convertible notes payable	241,340
Net funding amount	$ 100,000
Subsequent Event [Member] | Convertible Notes Payable [Member]
Subsequent Event [Line Items]
Common stock issued for cash, shares	834,760
Stock issued during period, value, conversion of units	$ 83,476
Subsequent Event [Member] | Rancho Costa Verde Development, LLC [Member]
Subsequent Event [Line Items]
Ownership percentage	75.00%
Contractual purchase price	$ 13,500,000
Debt instrument, percentage	5.00%
Principal amount	$ 8,900,000
Common stock issued for cash, shares	20,000,000
Warrants owned	33,000,000
Share price	$ 0.10

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