INTERNATIONAL LAND ALLIANCE, INC.
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(Exact name of registrant as specified in its charter)
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Wyoming
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46-3752361
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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350 10TH Avenue, Suite 1000, San Diego, California 92101
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(Address of principal executive offices) (Zip Code)
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(877) 661-4811
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(Registrant's telephone number, including area code)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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|
|
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Emerging growth company
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☒
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INTERNATIONAL LAND ALLIANCE, INC.
|
||||||||
(Unaudited)
|
||||||||
June 30,
2018
|
December 31,
2017
|
|||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash
|
$
|
47,876
|
$
|
13,678
|
||||
Total Current Assets
|
$
|
47,876
|
$
|
13,678
|
||||
LIABILITIES & SHAREHOLDERS' DEFICIT
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$
|
28,166
|
$
|
5,224
|
||||
Accrued expenses
|
381,550
|
378,061
|
||||||
Promissory Note - Current, Net
|
41,140
|
-
|
||||||
Total Current Liabilities
|
450,856
|
383,285
|
||||||
Non-Current Liabilities
|
||||||||
Promisory Note - Non-Current, Net
|
$
|
67,707
|
-
|
|||||
Total Non-Current Liabilities
|
$
|
67,707
|
-
|
|||||
TOTAL LIABILITIES
|
$
|
518,563
|
383,285
|
|||||
Commitments and Contingencies (Note 5)
|
||||||||
SHAREHOLDERS' DEFICIT
|
||||||||
Preferred Stock, $0.001 par value; 100,000 shares authorized; 28,000 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively
|
28
|
28
|
||||||
Common Stock, $0.001 par value; 75,000,000 shares authorized; 15,433,901 shares issued and 14,319,901 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively
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15,434
|
14,320
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||||||
Additional paid in capital
|
4,656,005
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4,313,510
|
||||||
Accumulated deficit
|
(5,142,154
|
)
|
(4,697,465
|
)
|
||||
TOTAL SHAREHOLDERS' DEFICIT
|
(470,687
|
)
|
(369,607
|
)
|
||||
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT
|
$
|
47,876
|
$
|
13,678
|
INTERNATIONAL LAND ALLIANCE, INC.
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||||||||||||||||
(Unaudited)
|
||||||||||||||||
For the Three Months Ended
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For the Six Months Ended
|
|||||||||||||||
June 30,
2018
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June 30,
2017
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June 30,
2018
|
June 30,
2017
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|||||||||||||
OPERATING EXPENSES
|
||||||||||||||||
General & administrative
|
175,557
|
53,798
|
396,635
|
126,853
|
||||||||||||
Total Operating Expenses
|
175,557
|
53,798
|
396,635
|
126,853
|
||||||||||||
OPERATING LOSS
|
(175,557
|
)
|
(53,798
|
)
|
(396,635
|
)
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(126,853
|
)
|
||||||||
OTHER INCOME (EXPENSE)
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||||||||||||||||
Interest Expense
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(35,712
|
)
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-
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(48,054
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)
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-
|
||||||||||
Total Other Income (Expense)
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(35,712
|
)
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-
|
(48,054
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)
|
-
|
||||||||||
NET LOSS
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$
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(211,269
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)
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$
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(53,798
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)
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$
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(444,689
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)
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$
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(126,853
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)
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||||
Net loss per share - basic and fully diluted
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$
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(0.01
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)
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$
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0.00
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$
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(0.03
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)
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$
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(0.01
|
)
|
|||||
Weighted average number of common shares outstanding - basic and diluted
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15,193,390
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11,625,530
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14,946,057
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11,491,373
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INTERNATIONAL LAND ALLIANCE, INC.
|
||||||||
(Unaudited)
|
||||||||
For the Six Months Ended
|
||||||||
June 30,
2018
|
June 30,
2017
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net loss
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$
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(444,689
|
)
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$
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(126,853
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)
|
||
Adjustments to reconcile net loss to net used in operating activities:
|
||||||||
Amortization of debt discount
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4,660
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-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts payable
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22,942
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(8,699
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)
|
|||||
Accrued expenses
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(94,402
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)
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-
|
|||||
Net cash used in Operating Activities
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(511,489
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)
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(135,552
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)
|
||||
Cash Flows from Investing Activities
|
||||||||
Cash Flows from Financing Activities
|
||||||||
Cash proceeds from sale of common stock and warrants
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71,000
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47,500
|
||||||
Cash proceeds from sale of common stock, warrants and plots of land promised, net
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362,500
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37,500
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||||||
Cash proceeds from warrant exercise
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8,000
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-
|
||||||
Cash proceeds from note payable
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112,079
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-
|
||||||
Cash payments on note payable
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(7,892
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)
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-
|
|||||
Net cash provided by financing activities
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545,687
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85,000
|
||||||
Net (decrease) increase in cash and cash equivalents
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34,198
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(50,552
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)
|
|||||
Cash and cash equivalents, beginning of the period
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13,678
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58,550
|
||||||
Cash and cash equivalent, end of the period
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$
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47,876
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$
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7,998
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid for income taxes
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$
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-
|
$
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-
|
||||
Cash paid for interest
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$
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-
|
$
|
-
|
||||
Supplemental disclosures for non-cash investing and financing activities:
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||||||||
Common stock issued for note conversion
|
$ | $ |
Description
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Level 1
|
Level 2
|
Level 3
|
|||||||||
None
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$
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-
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$
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-
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$
|
-
|
||||||
|
||||||||||||
The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2017 on a recurring basis:
|
||||||||||||
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||||||||||||
Description
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Level 1
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Level 2
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Level 3
|
|||||||||
None
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$
|
-
|
$
|
-
|
$
|
-
|
|
Balance
|
Balance
|
||||||
|
June 30,
2018
|
December 31,
2017
|
||||||
Relative fair market value of plots of land sold
|
$
|
381,550
|
$
|
278,061
|
||||
Payable to an investor/shareholder
|
0
|
100,000
|
||||||
Total Accrued Expense
|
$
|
381,550
|
$
|
378,061
|
|
Number of
Warrants
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contract Term
(Year)
|
Aggregate
Intrinsic
Value
|
||||||||||||
|
||||||||||||||||
Outstanding at December 31, 2016
|
1,617,333
|
$
|
0.53
|
0.54
|
$
|
206,586
|
||||||||||
Granted
|
848,000
|
0.27
|
-
|
-
|
||||||||||||
Exercised
|
-
|
-
|
-
|
-
|
||||||||||||
Forfeit/Canceled
|
(1,617,333
|
)
|
0.53
|
-
|
-
|
|||||||||||
Outstanding at December 31, 2017
|
848,000
|
$
|
0.27
|
0.60
|
$
|
132,548
|
||||||||||
|
||||||||||||||||
Exercisable at December 31, 2017
|
848,000
|
|||||||||||||||
Granted
|
509,000
|
0.27
|
-
|
-
|
||||||||||||
Exercised
|
(80,000
|
)
|
-
|
-
|
-
|
|||||||||||
Forfeit/Canceled
|
(450,000
|
)
|
0.21
|
-
|
-
|
|||||||||||
Outstanding at June 30, 2018
|
827,000
|
$
|
0.34
|
0.31
|
$
|
141,696
|
|
December 31,
2017
|
June 30,
2018
|
||||||
Deferred:
|
||||||||
Federal
|
$
|
(447,570
|
)
|
$
|
(404,177
|
)
|
||
State
|
-
|
-
|
||||||
Change in valuation allowance
|
447,570
|
404,177
|
||||||
Income tax expense (benefit)
|
$
|
—
|
$
|
—
|
|
December 31,
2017
|
June 30,
2018
|
||||||
Book Income (loss)
|
21
|
%
|
21
|
%
|
||||
State taxes
|
-
|
%
|
-
|
%
|
||||
Total
|
21
|
%
|
21
|
%
|
||||
Valuation allowance
|
-21
|
%
|
-21
|
%
|
||||
Tax expense at actual rate
|
—
|
—
|
|
December 31,
2017
|
June 30,
2018
|
||||||
Deferred tax assets:
|
||||||||
Net operating loss carry forward
|
$
|
2,131,286
|
$
|
1,924,653
|
||||
Total gross deferred tax assets
|
2,131,286
|
1,924,653
|
||||||
Less - valuation allowance
|
(2,131,286
|
)
|
(1,924,653
|
)
|
||||
Net deferred tax assets
|
$
|
—
|
$
|
—
|
● |
Conducted market research to identify potential home buyers in the United States, Canada, Europe, and Asia. Developed marketing materials in print media and online;
|
● |
Developed an interactive website for visitors to view condominium and villa options and allow customization;
|
|
|
|
|
Estimated
|
|||
|
|
|
|
Months to
|
|||
Activity
|
|
Estimated Cost
|
|
Complete (1)
|
|||
|
|
|
|
|
|||
Create website search engine optimization and search engine marketing campaigns. Create online help center with live chat functionality.
|
|
|
$
|
5,000
|
|
One
|
|
|
|
|
|
|
|
|
|
Submit a formal subdivision application to local government authority
|
|
|
$
|
50,000
|
|
Three
|
|
|
|
|
|
|
|
|
|
Create all technical and engineering drawings for review and approval
|
|
|
$
|
25,000
|
|
Twelve
|
|
|
|
|
|
|
|
|
|
Acquire title and then have all lots formally created with Tax I.D. numbers, obtain required
|
|
|
|
|
|
|
|
construction bonds
|
|
|
$
|
50,000
|
|
Four
|
|
|
|
|
|
|
|
|
|
Construction of unpaid interior roads on future property
|
|
|
|
|
|
Six
|
Continue sale of promises to provide lots
|
|
Commissions only, no cost to Company
|
|
|
N/A
|
||
|
|
|
|
|
|
|
|
Construction of model home
|
|
|
$
|
200,000
|
|
Three
|
|
|
|
|
|
|
|
|
|
Construction of marina including docks, clubhouse and storage
|
|
|
$
|
200,000
|
|
Four
|
(1)
|
The time to complete each phase listed below will begin when funding for that phase is obtained.
|
● |
The acquisition of land with lots for sale;
|
● |
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; and
|
● |
The global economy and the demand for vacation homes.
|
● |
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.
|
Exhibit No.
|
|
Description
|
101
|
|
The following materials from the Company's Quarterly report for the period ended June 30, 2018 formatted in Extensible Business Reporting Language (XBRL).
|
Dated:
|
August 21 , 2018
|
|
International Land Alliance, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Roberto Jesus Valdes
|
||
|
|
By:
|
Roberto Jesus Valdes, Chief Executive Officer
President, Principal
Executive Officer
|
Document and Entity Information |
6 Months Ended |
---|---|
Jun. 30, 2018
USD ($)
shares
| |
Document and Entity Information: | |
Entity Registrant Name | International Land Alliance Inc. |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2018 |
Trading Symbol | ilai |
Amendment Flag | true |
Amendment Description | Amendment 1 |
Entity Central Index Key | 0001657214 |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | shares | 15,433,901 |
Entity Public Float | $ | $ 9,245 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2018 |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS (Unaudited for June 30, 2018) - USD ($) |
Jun. 30, 2018 |
Dec. 31, 2017 |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Current Assets: | |||||||||||||
Cash | $ 47,876 | $ 13,678 | |||||||||||
Total Current Assets | 47,876 | 13,678 | |||||||||||
Total Assets | 47,876 | 13,678 | |||||||||||
Current Liabilities: | |||||||||||||
Accounts payable | 28,166 | 5,224 | |||||||||||
Accrued expenses | 381,550 | 378,061 | |||||||||||
Promissory Note - Current, Net | 41,140 | ||||||||||||
Total Current Liabilities | 450,856 | 383,285 | |||||||||||
Non-Current Liabilities | |||||||||||||
Promisory Note - Non-Current, Net | 67,707 | ||||||||||||
Total Non-Current Liabilities | 67,707 | ||||||||||||
TOTAL LIABILITIES | 518,563 | 383,285 | |||||||||||
Commitments and Contingencies | [1] | 0 | 0 | ||||||||||
SHAREHOLDERS' DEFICIT | |||||||||||||
Preferred Stock | [2] | 28 | 28 | ||||||||||
Common Stock | 15,434 | [3] | 14,320 | [4] | |||||||||
Additional paid in capital | 4,656,005 | 4,313,510 | |||||||||||
Accumulated deficit | (5,142,154) | (4,697,465) | |||||||||||
TOTAL SHAREHOLDERS' DEFICIT | (470,687) | (369,607) | |||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 47,876 | $ 13,678 | |||||||||||
|
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
OPERATING EXPENSES | ||||
General and administrative | $ 175,557 | $ 53,798 | $ 396,635 | $ 126,853 |
Total Operating Expenses | 175,557 | 53,798 | 396,635 | 126,853 |
OPERATING LOSS | (175,557) | (53,798) | (396,635) | (126,853) |
OTHER INCOME (EXPENSE) | ||||
Interest Expense | (35,712) | (48,054) | ||
Total Other Income (Expense) | (35,712) | (48,054) | ||
Net loss | $ (211,269) | $ (53,798) | $ (444,689) | $ (126,853) |
Net loss per share - basic and fully diluted | $ (0.01) | $ 0.00 | $ (0.03) | $ (0.01) |
Weighted average number of common shares outstanding - basic and diluted | 15,193,390 | 11,625,530 | 14,946,057 | 11,491,373 |
Note 1 - Nature of Operations and Going Concern |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Notes | |
Note 1 - 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, Norte region of Mexico. The Company has a 100% equity interest in International Land Alliance, S.A. de C.V., a corporation organized in Mexico. 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.
Going Concern
These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has generated recurring losses and a working capital deficit and anticipates future losses in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or issuance of common shares. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Note 2 - Summary of Significant Accounting Policies |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 2 - Summary of Significant Accounting Policies | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements presented in this report are the financial reports of International Land Alliance, Inc.
The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP).
The consolidated financial statements present the Balance Sheet, Statements of Operations, Shareholders' Deficit and Cash Flows of the Company. These consolidated financial statements are presented in United States dollars. The accompanying audited, consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary International Land Alliance, S.A. de C.V., a company incorporated in Mexico ("ILA Mexico"). ILA Mexico has no assets, no liabilities and minimal expenses as of June 30, 2018. All intercompany balances and transactions are eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. 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. The Company regularly evaluates estimates and assumptions related to the valuation of accounts receivables, valuation of long-lived assets, accounts payable and accrued liabilities. The Company 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 the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. The Company did not have any cash equivalents as of June 30, 2018 or December 31, 2017.
Fair value of Financial Instruments and Fair Value Measurements
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
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company's financial instruments consist principally of cash, accounts payable, accrued liabilities, and note payable to a third party. Pursuant to ASC 820, "Fair Value Measurements and Disclosures" and ASC 825, "Financial Instruments", the fair value of our cash equivalents is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
The following table presents assets and liabilities that were measured and recognized at fair value as of June 30, 2018 on a recurring basis:
Revenue Recognition
Net revenue includes product sales, less excise taxes and customer programs and incentives. The Company recognizes revenue by applying the following steps in accordance with Accounting Standards Codification ("ASC") Topic 606 Revenue from Contracts with Customers: (i) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.
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.
The Company follows the provisions of ASC 740, "Income Taxes". 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. The Company 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.
Earnings (Loss) Per Share
The Company computes net earnings (loss) per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted net earnings per share ("EPS") on the face of the statement of operations. Basic EPS is computed by dividing earnings (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 preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At June 30, 2018 and December 31, 2017, total warrants issued and outstanding convertible into common stock amounted to 827,000 shares and 848,000 shares, respectively.
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 June 30, 2018 and December 31, 2017. The Company's bank balance did not exceed FDIC insured amounts at June 30, 2018 or at December 31, 2017, respectively.
Recent Accounting Pronouncements
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard will be effective for the Company in the first quarter of 2018. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.
In November 2016, the FASB issued Accounting Standards Update No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash" ("ASU 2016-18"). The new guidance is intended to reduce diversity in practice by adding or clarifying guidance on classification and presentation of changes in restricted cash on the statement of cash flows. ASU 2016-18 is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of adopting ASU 2016-18 noting it will only impact the Company to the extent it has restricted cash in the future.
In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, "Financial Instruments - Credit Losses (Topic 326)." The new standard amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." The objective of this update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those annual periods and is to be applied utilizing a modified retrospective approach. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements. |
Note 3 - Accrued Expenses |
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Note 3 - Accrued Expenses | NOTE 3 ACCRUED EXPENSES
Accrued expenses for the six months ended June 30, 2018 and December 31, 2017 is summarized as follows:
On September 1, 2016, the Company issued 250,000 shares of common stock to a third-party investor for cash proceeds of $187,500. In conjunction with this sale of shares, the Company also attached five (5) plots of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 250,000 warrants at an exercise price of $0.75 per share, exercisable over a term of one year from the date of issuance (Note 6). The total cash proceeds of $187,500 was allocated based upon the relative fair market value of the shares, warrants and five (5) plots of land in the following amounts: shares were valued at $115,091; warrants were valued at $26,372, and five (5) plots of land was valued at $46,037.
On October 2, 2017, the Company entered into an agreement with this third-party investor and agreed to buy back the 5 (five) plots of land for an agreed sale price of $206,250 due by February 28, 2018. The Company has recorded a loss of $160,213 on the purchase of these 5 (five) plots of land, in the accompany financial statements for the year ended December 31, 2017. The Company has paid $106,250 of the purchase price as of December 31, 2017 and $100,000 remained payable and recorded as accrued expense as of December 31, 2017 (Note 8). The remaining balance of $100,000 was paid during the six months ended June 30, 2018 leaving a $0 balance at June 30, 2018.
The Company recorded accrued expenses the relative fair market value of plots of land sold by the Company to investors in conjunction with the sale of common stock to raise capital (Note 6). Total accrued expenses were $381,550 and $378,061 as of June 30, 2018 and December 31, 2017, respectively. |
Note 4 - Related Party Transactions |
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Note 4 - Related Party Transactions | NOTE 4 RELATED PARTY TRANSACTIONS
On October 1, 2013, the Company issued 3,750,000 shares of its common stock as founder shares to its Chief Executive Officer valued at its fair value of $3,750. In addition, the Company issued 3,500,000 shares of its common stock as founder shares to its Chief Financial Officer valued at its fair value of $3,500.
On October 1, 2013, the Company executed an agreement with Grupo Valcas/Baja Residents Club, S.A. de C.V., an architectural and planning firm controlled by Roberto Jesus Valdes, one of the Company's officer and director. Pursuant to the terms of the agreement, Grupo Valcas agreed to provide a conceptual site plan for the Oasis Park project which will include buildings and plot layouts, final grades for plots, streets and common areas, drainage, locations of buildings on plots, slab or floor elevations, delineation of off-street parking and open space/recreation areas), as well as construction management for common areas and commercial buildings. Grupo Valcas will also be responsible for obtaining all federal, state and municipal permits required for the project. For its services, Grupo Valcas was paid $100,000 in cash and was issued 28,000 shares of our Series A preferred stock (Note 6) valued at its fair value of $2,260,496 which was recorded as stock-based compensation. Each Series A preferred stock is convertible, at the option of Grupo Valcas at any time, into 100 shares of our common stock. At any time on or before October 1, 2018, the Company has the option to redeem the preferred shares at a price of $100 per share. The Company has not redeemed any preferred stock as of June 30, 2018 and December 31, 2017, respectively.
The Company paid to its Chief Executive Officer consulting fees of $30,000 and $227,000 ($102,000 in cash and 250,000 shares of common stock valued at the its fair market value of $125,000) for six months ended June 30, 2018 and the year ended December 31, 2017 respectively (Note 6). The Company paid to its Chief Financial Officer consulting fees of $66,360 and $264,987 ($139,987 in cash and 250,000 shares of common stock valued at its fair market value of $125,000) for the six months ended June 30, 2018 and year ended December 31, 2017 respectively (Note 6).
The Company paid to its Secretary consulting fees of $25,706 and $155,505 ($30,505 in cash and 250,000 shares of common stock valued at its fair market value of $125,000) for the six months ended June 30, 2018 and year ended December 31, 2017, respectively (Note 6). |
Note 5 - Commitments and Contingencies |
6 Months Ended |
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Note 5 - Commitments and Contingencies | NOTE 5 COMMITMENTS AND CONTINGENCIES
Cash Call, Inc.
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 May 1, 2028. The Company also recorded a $7,500 debt discount due to origination fees due at the beginning of the note. During the six months ended June 30, 2018, the company amortized $209 of the debt discount into interest expense leaving a remaining total debt discount on the note of $7,291 as of June 30, 2018.
On Deck
On April 4, 2018 the Company issued a promissory note to On Deck for $35,000 of cash consideration. The note bears interest at 94%, matures on January 6, 2019. The Company also recorded a $14,140 debt discount due to origination fees due at the beginning of the note. During the six months ended June 30, 2018, the company amortized $4,451 of the debt discount into interest expense leaving a remaining total debt discount on the note of $9,689 as of June 30, 2018.
Commitment to purchase land
The Company anticipates transfer of ownership title to the resort properties in Baja, California, to the Company over the next sixty days. The two land projects consisting of 497 acres and 20 acres to be acquired and developed into Oasis Park resort near San Felipe, Baja and Valle Divino resort in Ensenada, is subject to approval by the Mexican government in Baja, California. 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.
On October 2, 2017, the Company entered into an agreement to purchase five (5) plots of land for $206,250 that it originally sold to a third-party investor on September 1, 2016 (Note 3). The Company paid the remaining balance $100,000 owed to this third-party investor on February 28, 2018 (Note 8).
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. Other than as set forth below, 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.
In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received. If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss. |
Note 6 - Stockholders' Equity |
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Note 6 - Stockholders' Equity | NOTE 6 STOCKHOLDERS' EQUITY
The Company's capitalization at June 30, 2018 was 75,000,000 authorized common shares and 100,000 authorized preferred shares, both with a par value of $0.001 per share.
Common Stock
For Six Months Ended June 30, 2018
Common Stock sold with Warrants
On January 9, 2018, the Company issued 20,000 shares of common stock to a third-party investor for cash proceeds of $5,000. In conjunction with this sale of shares, the Company also attached and issued 20,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $4,365 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.10, expected term of one year, expected volatility of 250%, and discount rate of 1.78%. The total cash proceeds of $5,000 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $2,670; and warrants were valued at $2,330.
On January 9, 2018 and February 2, 2018, the Company issued 26,000 shares and 64,000 shares of common stock to a third-party investor for total cash proceeds of $22,500. In conjunction with this sale of shares, the Company also attached and issued 90,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $19,642 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.10, expected term of one year, expected volatility of 250%, and discount rate of 1.83%. The total cash proceeds of $22,500 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $12,013; warrants were valued at $10,487.
On January 18, 2018, the Company issued 50,000 shares of common stock to a third-party investor for cash proceeds of $12,500. In conjunction with this sale of shares, the Company also attached and issued 50,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $10,912 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.10, expected term of one year, expected volatility of 250%, and discount rate of 1.79%. The total cash proceeds of $12,500 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $6,674; warrants were valued at $5,826.
On January 19, 2018, the Company issued 4,000 shares of common stock to a third-party investor for cash proceeds of $1,000. In conjunction with this sale of shares, the Company also attached and issued 4,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $873 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.10, expected term of one year, expected volatility of 250%, and discount rate of 1.79%. The total cash proceeds of $1,000 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $534; and warrants were valued at $466.
On February 7, 2018, the Company issued 20,000 shares of common stock to a third-party investor for cash proceeds of $5,000. In conjunction with this sale of shares, the Company also attached and issued 20,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $4,365 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.10, expected term of one year, expected volatility of 250%, and discount rate of 1.91%. The total cash proceeds of $5,000 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $2,669; and warrants were valued at $2,331.
On February 12, 2018, the Company issued 40,000 shares of common stock to a third-party investor for cash proceeds of $10,000. In conjunction with this sale of shares, the Company also attached and issued 40,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $8,731 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.10, expected term of one year, expected volatility of 250%, and discount rate of 1.93%. The total cash proceeds of $10,000 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $5,339; and warrants were valued at $4,661.
On February 13, 2018, the Company issued 30,000 shares of common stock to a third-party investor for cash proceeds of $15,000. In conjunction with this sale of shares, the Company also attached and issued 30,000 warrants at an exercise price of $0.25 per share, exercisable over a term of one year from the date of issuance. The fair market value of $8,731 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 250%, and discount rate of 1.95%. The total cash proceeds of $15,000 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $10,750; and warrants were valued at $4,250.
Warrant Exercise
On June 4, 2018, the Company issued 80,000 shares of common stock in a warrant exercise to a third-party investor for cash proceeds of $8,000. The total cash proceeds of $8,000 was allocated based upon the cash received. As the exercise occurred within the term of the warrant agreement no gain or loss was recognized.
Common stocks sold with a promise to deliver title to Plot of Land and Warrants
On January 5, 2018 and March 26, 2018 and April 20, 2018, the Company issued 60,000 shares, 22,000 shares and 28,000 shares of common stock to a third-party investor for cash proceeds of $27,500. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 110,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $24,226 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 250%, and discount rate of 1.83%. The total cash proceeds of $27,500 was allocated based upon the relative fair market value of the shares, warrants and one (1) promised plot of land in the following amounts: shares were valued at $11,334; warrants were valued at $9,984, and plot of land was valued at $6,182.
On January 29, 2018, the Company issued 75,000 shares of common stock to a third-party investor for cash proceeds of $37,500. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land). The total cash proceeds of $37,500 was allocated based upon the relative fair market value of the shares, and one (1) promised plot of land in the following amounts: shares were valued at $26,786 and plot of land was valued at $10,714.
On February 23, 2018 and March 20, 2018, the Company issued 200,000 shares and 25,000 shares of common stock to a third-party investor for cash proceeds of $112,500. In conjunction with this sale of shares, the Company also attached three (3) plots of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land). The total cash proceeds of $112,500 was allocated based upon the relative fair market value of the shares, and three (3) promised plots of land in the following amounts: shares were valued at $80,357 and plots of land were valued at $32,143.
On February 28, 2018 and May 3, 2018 and June 26, 2018, the Company issued 20,000 shares and 14,000 shares and 36,000 shares of common stock to a third-party investor for total cash proceeds of $35,000. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 70,000 warrants at an exercise price of $0.25 per share, exercisable over a term of one year from the date of issuance. The fair market value of $25,200 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 250%, and discount rate of 2.27%. The total cash proceeds of $35,000 was allocated based upon the relative fair market value of the shares, warrants and one (1) promised plot of land in the following amounts: shares were valued at $16,290; warrants were valued at $11,729, and plot of land was valued at $6,981.
On April 30, 2018, the Company issued 75,000 shares of common stock to a third-party investor for cash proceeds of $37,500. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land). The total cash proceeds of $37,500 was allocated based upon the relative fair market value of the shares, and one (1) promised plot of land in the following amounts: shares were valued at $26,786 and plot of land was valued at $10,714.
On April 30, 2018, the Company issued 75,000 shares of common stock to a third-party investor for cash proceeds of $37,500. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land). The total cash proceeds of $37,500 was allocated based upon the relative fair market value of the shares, and one (1) promised plot of land in the following amounts: shares were valued at $26,786 and plot of land was valued at $10,714.
On May 1, 2018, the Company issued 75,000 shares of common stock to a third-party investor for cash proceeds of $37,500. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land). The total cash proceeds of $37,500 was allocated based upon the relative fair market value of the shares, and one (1) promised plot of land in the following amounts: shares were valued at $26,786 and plot of land was valued at $10,714.
On June 22, 2018, the Company issued 75,000 shares of common stock to a third-party investor for cash proceeds of $37,500. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 75,000 warrants at an exercise price of $0.50 per share, exercisable over a term of one year from the date of issuance. The fair market value of $13,037 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.50, expected term of one year, expected volatility of 250%, and discount rate of 2.5%. The total cash proceeds of $37,500 was allocated based upon the relative fair market value of the shares, warrants and one (1) promised plot of land in the following amounts: shares were valued at $21,457; warrants were valued at $7,460, and plot of land was valued at $8,583.
For the year ended December 31, 2017
Common stocks sold with a promise to deliver title to Plot of Land and Warrants
On March 24, 2017, the Company issued 150,000 shares of common stock to a third-party investor for cash proceeds of $25,000. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 150,000 warrants at an exercise price of $0.17 per share, exercisable over a term of one year from the date of issuance. The fair market value of $31,275 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.17, expected term of one year, expected volatility of 254%, and discount rate of 0.98%. The total cash proceeds of $25,000 was allocated based upon the relative fair market value of the shares, warrants and one (1) promised plot of land in the following amounts: shares were valued at $8,769; warrants were valued at $10,970, and plot of land was valued at $5,261.
On March 15, 2017, April 27, 2017, June 6, 2017 and June 29, 2017, the Company issued for four tranches 140,000 shares of common stock to a third-party investor for cash proceeds of $35,000. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 140,000 warrants at an exercise price of $0.25 per share, exercisable over a term of one year from the date of issuance. The fair market value of $28,067 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 259%, and discount rate of 1.23%. The total cash proceeds of $35,000 was allocated based upon the relative fair market value of the shares, warrants and one (1) plot of land in the following amounts: shares were valued at $13,190; warrants were valued at $10,578, and plot of land was valued at $11,232.
On May 5, 2017, June 19, 2017, July 1, 2017and October 27, 2017, the Company issued 100,000 shares of common stock to a third-party investor for cash proceeds of $32,500. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 100,000 warrants at an exercise price of $0.10 per share to $0.50 per share, exercisable over a term of one year from the date of issuance. The fair market value of $10,828 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 240% and 260%, and discount rate of 1.24% and 1.42%. The total cash proceeds of $32,500 was allocated based upon the relative fair market value of the shares, warrants and one (1) plot of land in the following amounts: shares were valued at $17,076; warrants were valued at $9,059, and plot of land was valued at $6,365.
On August 4, 2017 and October 18, 2017, the Company issued 60,000 shares of common stock to a third-party investor for cash proceeds of $15,000. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 60,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $8,212 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 260%, and discount rate of 1.42%. The total cash proceeds of $15,000 was allocated based upon the relative fair market value of the shares, warrants and one (1) plot of land in the following amounts: shares were valued at $6,394; warrants were valued at $5,534, and plot of land was valued at $3,072.
On October 25, 2017, the Company issued 50,000 shares of common stock to a third-party investor for cash proceeds of $12,500. In conjunction with this sale of shares, the Company also attached one (1) plot of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 50,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $11,046 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 261%, and discount rate of 1.43%. The total cash proceeds of $12,500 was allocated based upon the relative fair market value of the shares, warrants and one (1) plot of land in the following amounts: shares were valued at $4,054; warrants were valued at $3,582, and plot of land was valued at $4,864.
On December 13, 2017, the Company issued 200,000 shares of common stock to a third-party investor for cash proceeds of $100,000. In conjunction with this sale of shares, the Company also attached four (4) plots of land (the title to which not currently owned by the Company as its promise to transfer title to the investor once the Company owns the land) and issued 200,000 warrants at an exercise price of $0.50 per share, exercisable over a term of one year from the date of issuance. The fair market value of $35,307 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 248%, and discount rate of 1.68%. The total cash proceeds of $100,000 was allocated based upon the relative fair market value of the shares, warrants and one (4) plot of land in the following amounts: shares were valued at $66,530; warrants were valued at $23,490, and plot of land was valued at $9,980.
On October 2, 2017, the Company entered into an agreement with this third-party investor and agreed to buy back the 5 (five) plots of land for an agreed sale price of $206,250 due by February 28, 2018 (Note 3). The Company has recorded $46,037 as the relative fair value of the cost of land for the purchase of these 5 (five) plots of land as additional paid in capital in the accompany financial statements for the year ended December 31, 2017.
On December 6, 2017, the Company and an investor mutually agreed that the investor will relinquish the ownership of a plot of land back to the Company purchased by the investor on July 3, 2014. The Company has recorded $10,008 as the relative fair value of the cost of plot of land as additional paid in capital in the accompany financial statements for the year ended December 31, 2017.
During the year ended December 31, 2017, the Company issued 700,000 shares of common stock and promise to deliver the plots of land and warrants to purchase 700,000 shares of common stock to 6 (six) investors for net cash proceeds of $156,727.
Common Stock sold for Cash and Warrants
On January 11, 2017, the Company issued 20,000 shares of common stock to a third-party investor for cash proceeds of $5,000. In conjunction with this sale of shares, the Company also attached and issued 20,000 warrants at an exercise price of $0.25 per share, exercisable over a term of one year from the date of issuance. The fair market value of $3,995 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 251%, and discount rate of 0.82%. The total cash proceeds of $5,000 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $2,792; and warrants were valued at $2,208.
On March 8, 2017, the Company issued 10,000 shares of common stock to a third-party investor for cash proceeds of $2,500. In conjunction with this sale of shares, the Company also attached and issued 10,000 warrants at an exercise price of $0.25 per share, exercisable over a term of one year from the date of issuance. The fair market value of $1,992 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 254%, and discount rate of 1.03%. The total cash proceeds of $2,500 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $1,391; and warrants were valued at $1,109.
On March 15, 2017, the Company issued 10,000 shares of common stock to a third-party investor for cash proceeds of $2,500. In conjunction with this sale of shares, the Company also attached and issued 10,000 warrants at an exercise price of $0.25 per share, exercisable over a term of one year from the date of issuance. The fair market value of $1,992 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 253%, and discount rate of 1.02%. The total cash proceeds of $2,500 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $1,392; and warrants were valued at $1,108.
On May 22, 2017, the Company issued 10,000 shares of common stock to a third-party investor for cash proceeds of $2,500. In conjunction with this sale of shares, the Company also attached and issued 10,000 warrants at an exercise price of $0.25 per share, exercisable over a term of one year from the date of issuance. The fair market value of $2,005 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 253%, and discount rate of 1.02%. The total cash proceeds of $2,500 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $1,387; and warrants were valued at $1,113.
On March 13, 2017, April 13, 2017, June 2, 2017 and June 23, 2017, the Company issued 60,000 shares of common stock to a third-party investor for cash proceeds of $15,000. In conjunction with this sale of shares, the Company also attached and issued 60,000 warrants at an exercise price of $0.25 per share, exercisable over a term of one year from the date of issuance. The fair market value of $12,030 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.25, expected term of one year, expected volatility of 260%, and discount rate of 1.21%. The total cash proceeds of $15,000 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $8,324; and warrants were valued at $6,676.
On July 14, 2017, the Company issued 20,000 shares of common stock to a third-party investor for cash proceeds of $5,000. In conjunction with this sale of shares, the Company also attached and issued 20,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $4,308 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.10, expected term of one year, expected volatility of 240%, and discount rate of 1.22%. The total cash proceeds of $5,000 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $2,686; and warrants were valued at $2,314.
On August 25, 2017, the Company issued 8,000 shares of common stock to a third-party investor for cash proceeds of $4,000. In conjunction with this sale of shares, the Company also attached and issued 8,000 warrants at an exercise price of $0.25 per share, exercisable over a term of one year from the date of issuance. The fair market value of $1,540 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.10, expected term of one year, expected volatility of 239%, and discount rate of 1.23%. The total cash proceeds of $4,000 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $2,888; and warrants were valued at $1,112.
On November 7, 2017, the Company issued 10,000 shares of common stock to a third-party investor for cash proceeds of $2,500. In conjunction with this sale of shares, the Company also attached and issued 10,000 warrants at an exercise price of $0.10 per share, exercisable over a term of one year from the date of issuance. The fair market value of $2,216 of the warrants was calculated using a Black-Scholes option pricing model with the following assumptions: stock price $0.10, expected term of one year, expected volatility of 263%, and discount rate of 1.49%. The total cash proceeds of $2,500 was allocated based upon the relative fair market value of the shares and warrants in the following amounts: shares were valued at $1,325; and warrants were valued at $1,175.
Furthermore, the Company sold 915,000 shares of common stock to 8 (eight) investors for cash proceeds of $457,500 during the year ended December 31, 2017. The common stock was valued at its fair market value of $0.50 on the date of issuance.
During the year ended December 31, 2017, the Company sold 1,063,000 shares of common stock and warrants to purchase 148,000 shares of common stock to 16 (sixteen)investors for total cash proceeds of $496,500.
Common Stock Issued for Commission and Services
During the year ended December 31, 2017, the Company issued a total of 1,242,750 shares of common stock for services, of which 750,000 shares of common stock issued to its officers for services were valued at $375,000, and 492,250 shares of common stock issued to consultants for services were valued at $246,125 (Note 4). The common shares issued to the officers and consultants were valued at their fair market value on the date of grant. The Company recorded these expenses as general and administrative expenses in the accompanying financial statements at December 31, 2017.
As a result of all common stock issuances, the Company has 14,319,901 and 15,433,901 shares of common stock issued and outstanding at December 31, 2017 and June 30, 2018, respectively.
Preferred Stock
The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred Stock and to determine the designation of any such series. The Board of Directors is also authorized to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series than outstanding) the number of shares of any such series subsequent to the issue of shares of that series.
On October 1, 2013, the Company authorized and issued 28,000 shares of Series A Preferred Stock to Grupo Valcas (a related party) in exchange for services. The 28,000 shares grant the holder to have the right to vote on all shareholder matters equal to 100 votes per share. The Series A shares were valued according to the additional voting rights assigned. The value assigned to the voting rights was derived from a model utilizing control premiums to value the voting control of the preferred stock which was prepared by an independent valuation specialist. The value assigned to the Series A Preferred Stock was $2,260,496 and was recorded on the grant date as stock-based compensation.
At June 30, 2018 and December 31, 2017, 28,000 shares of Series A Preferred Stock were issued and outstanding.
Warrants
A summary of the Company's warrant activity during the six months ended June 30, 2018 and year ended December 31, 2017 is presented below.
At June 30, 2018, 827,000 warrants were exercisable into common stock. The exercise price of warrants to convert into common stock ranged from $0.10 to $0.50 per warrant, and term of exercise of warrants was one year from the date of issuance.
At December 31, 2017, 848,000 warrants were exercisable into common stock. The exercise price of warrants to convert into common stock ranged from $0.10 to $0.50 per warrant, and term of exercise of warrants was one year from the date of issuance. |
Note 7 - Income Tax |
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Note 7 - Income Tax | NOTE 7 INCOME TAX
Income tax expense for the years ended December 31, 2017 and June 30, 2018 is summarized as follows:
The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rates of 21% and 21%, and the state income tax rates net of federal tax benefit of 0% for the years ended December 31, 2017 and June 30, 2018, respectively, to the income taxes reflected in the Statements of Operations:
The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at December 31, 2017 and June 30, 2018 are as follows:
Deferred income taxes are provided for the tax effects of transactions reported in the financial statements and consist of deferred taxes related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. The deferred taxes represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled.
In the normal course of business, the Company's income tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessment by these taxing authorities. Accordingly, the Company believes that it is more likely than not that it will realize the benefits of tax positions it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative probability threshold in accordance with FASB ASC 740. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the company's financial position. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of December 31, 2017, tax years 2014, 2015, 2016 and 2017 remain open for examination by the IRS and California. The Company has received no notice of audit from the Internal Revenue Service or California for any of the open tax years. |
Note 8 - Debt |
6 Months Ended |
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Jun. 30, 2018 | |
Notes | |
Note 8 - Debt | NOTE 8 DEBT
Cash Call, Inc.
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 May 1, 2028. The Company also recorded a $7,500 debt discount due to origination fees due at the beginning of the note. During the six months ended June 30, 2018, the company amortized $209 of the debt discount into interest expense leaving a remaining total debt discount on the note of $7,291 as of June 30, 2018.
On Deck Capital
On April 4, 2018 the Company issued a promissory note to On Deck for $35,000 of cash consideration. The note bears interest at 94%, matures on January 6, 2019. The Company also recorded a $14,140 debt discount due to origination fees due at the beginning of the note. During the six months ended June 30, 2018, the company amortized $4,451 of the debt discount into interest expense leaving a remaining total debt discount on the note of $9,689 as of June 30, 2018. |
Note 9 - Subsequent Events |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Notes | |
Note 9 - Subsequent Events | NOTE 9 SUBSEQUENT EVENTS
Management has evaluated the subsequent events through August 13, 2018, the date which the financial statements were available to be issued noting no items, except the following, that would impact the accounting for events or transactions in the current period or require additional disclosures.
Common stocks sold with a promise to deliver title to Plot of Land and Warrants
On July 12, 2018, the Company issued 30,000 shares of common stock to a third-party investor for cash proceeds of $15,000. |
Note 1 - Nature of Operations and Going Concern: Nature of Operations (Policies) |
6 Months Ended |
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Jun. 30, 2018 | |
Policies | |
Nature of Operations | 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, Norte region of Mexico. The Company has a 100% equity interest in International Land Alliance, S.A. de C.V., a corporation organized in Mexico. 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. |
Note 1 - Nature of Operations and Going Concern: Going Concern (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Policies | |
Going Concern | Going Concern
These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has generated recurring losses and a working capital deficit and anticipates future losses in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or issuance of common shares. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Note 2 - Summary of Significant Accounting Policies: Basis of Presentation (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Policies | |
Basis of Presentation | Basis of Presentation
The consolidated financial statements presented in this report are the financial reports of International Land Alliance, Inc.
The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP).
The consolidated financial statements present the Balance Sheet, Statements of Operations, Shareholders' Deficit and Cash Flows of the Company. These consolidated financial statements are presented in United States dollars. The accompanying audited, consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. |
Note 2 - Summary of Significant Accounting Policies: Principles of Consolidation (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Policies | |
Principles of Consolidation | Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary International Land Alliance, S.A. de C.V., a company incorporated in Mexico ("ILA Mexico"). ILA Mexico has no assets, no liabilities and minimal expenses as of June 30, 2018. All intercompany balances and transactions are eliminated in consolidation. |
Note 2 - Summary of Significant Accounting Policies: Use of Estimates (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Policies | |
Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. 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. The Company regularly evaluates estimates and assumptions related to the valuation of accounts receivables, valuation of long-lived assets, accounts payable and accrued liabilities. The Company 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 the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. The Company did not have any cash equivalents as of June 30, 2018 or December 31, 2017. |
Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments and Fair Value Measurements (Policies) |
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Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Fair Value of Financial Instruments and Fair Value Measurements | Fair value of Financial Instruments and Fair Value Measurements
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
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company's financial instruments consist principally of cash, accounts payable, accrued liabilities, and note payable to a third party. Pursuant to ASC 820, "Fair Value Measurements and Disclosures" and ASC 825, "Financial Instruments", the fair value of our cash equivalents is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
The following table presents assets and liabilities that were measured and recognized at fair value as of June 30, 2018 on a recurring basis:
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Note 2 - Summary of Significant Accounting Policies: Revenue Recognition (Policies) |
6 Months Ended |
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Jun. 30, 2018 | |
Policies | |
Revenue Recognition | Revenue Recognition
Net revenue includes product sales, less excise taxes and customer programs and incentives. The Company recognizes revenue by applying the following steps in accordance with Accounting Standards Codification ("ASC") Topic 606 Revenue from Contracts with Customers: (i) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. |
Note 2 - Summary of Significant Accounting Policies: Income Taxes (Policies) |
6 Months Ended |
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Jun. 30, 2018 | |
Policies | |
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.
The Company follows the provisions of ASC 740, "Income Taxes". 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. The Company 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. |
Note 2 - Summary of Significant Accounting Policies: Earnings (Loss) Per Share (Policies) |
6 Months Ended |
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Jun. 30, 2018 | |
Policies | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share
The Company computes net earnings (loss) per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted net earnings per share ("EPS") on the face of the statement of operations. Basic EPS is computed by dividing earnings (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 preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At June 30, 2018 and December 31, 2017, total warrants issued and outstanding convertible into common stock amounted to 827,000 shares and 848,000 shares, respectively. |
Note 2 - Summary of Significant Accounting Policies: Concentration of Credit Risk (Policies) |
6 Months Ended |
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Jun. 30, 2018 | |
Policies | |
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 June 30, 2018 and December 31, 2017. The Company's bank balance did not exceed FDIC insured amounts at June 30, 2018 or at December 31, 2017, respectively. |
Note 2 - Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard will be effective for the Company in the first quarter of 2018. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.
In November 2016, the FASB issued Accounting Standards Update No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash" ("ASU 2016-18"). The new guidance is intended to reduce diversity in practice by adding or clarifying guidance on classification and presentation of changes in restricted cash on the statement of cash flows. ASU 2016-18 is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of adopting ASU 2016-18 noting it will only impact the Company to the extent it has restricted cash in the future.
In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, "Financial Instruments - Credit Losses (Topic 326)." The new standard amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." The objective of this update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those annual periods and is to be applied utilizing a modified retrospective approach. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements. |
Note 5 - Commitments and Contingencies: Guarantees (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Policies | |
Guarantees | Cash Call, Inc.
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 May 1, 2028. The Company also recorded a $7,500 debt discount due to origination fees due at the beginning of the note. During the six months ended June 30, 2018, the company amortized $209 of the debt discount into interest expense leaving a remaining total debt discount on the note of $7,291 as of June 30, 2018.
On Deck
On April 4, 2018 the Company issued a promissory note to On Deck for $35,000 of cash consideration. The note bears interest at 94%, matures on January 6, 2019. The Company also recorded a $14,140 debt discount due to origination fees due at the beginning of the note. During the six months ended June 30, 2018, the company amortized $4,451 of the debt discount into interest expense leaving a remaining total debt discount on the note of $9,689 as of June 30, 2018. |
Note 5 - Commitments and Contingencies: Commitment To Purchase Land (Policies) |
6 Months Ended |
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Jun. 30, 2018 | |
Policies | |
Commitment To Purchase Land | Commitment to purchase land
The Company anticipates transfer of ownership title to the resort properties in Baja, California, to the Company over the next sixty days. The two land projects consisting of 497 acres and 20 acres to be acquired and developed into Oasis Park resort near San Felipe, Baja and Valle Divino resort in Ensenada, is subject to approval by the Mexican government in Baja, California. 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.
On October 2, 2017, the Company entered into an agreement to purchase five (5) plots of land for $206,250 that it originally sold to a third-party investor on September 1, 2016 (Note 3). The Company paid the remaining balance $100,000 owed to this third-party investor on February 28, 2018 (Note 8). |
Note 5 - Commitments and Contingencies: Litigation Costs and Contingencies (Policies) |
6 Months Ended |
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Jun. 30, 2018 | |
Policies | |
Litigation Costs and Contingencies | 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. Other than as set forth below, 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.
In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received. If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss. |
Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments and Fair Value Measurements: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables) |
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Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis |
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Note 3 - Accrued Expenses: Schedule of Accounts Payable and Accrued Liabilities (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accounts Payable and Accrued Liabilities |
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Note 6 - Stockholders' Equity: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables) |
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Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights |
|
Note 7 - Income Tax: Schedule of Components of Income Tax Expense (Benefit) (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Components of Income Tax Expense (Benefit) |
|
Note 7 - Income Tax: Schedule of Effective Income Tax Rate Reconciliation (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Effective Income Tax Rate Reconciliation |
|
Note 7 - Income Tax: Schedule of Deferred Tax Assets and Liabilities (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Deferred Tax Assets and Liabilities |
|
Note 3 - Accrued Expenses: Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Details | ||
Accrued expenses | $ 381,550 | $ 378,061 |
Note 3 - Accrued Expenses (Details) - USD ($) |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Details | ||
Accrued expenses | $ 381,550 | $ 378,061 |
Note 4 - Related Party Transactions (Details) |
6 Months Ended |
---|---|
Jun. 30, 2018
USD ($)
| |
Details | |
Increase (Decrease) in Due to Related Parties | $ 30,000 |
Increase (Decrease) in Due to Other Related Parties | 66,360 |
Increase (Decrease) in Accounts Payable, Related Parties | $ 25,706 |
Note 6 - Stockholders' Equity (Details) |
Jun. 30, 2018
$ / shares
shares
|
---|---|
Details | |
Common Stock, Shares Authorized | 75,000,000 |
Preferred Stock, Shares Authorized | 100,000 |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
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