10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission file number: 000-56111

INTERNATIONAL LAND ALLIANCE, INC.

(Exact name of registrant as specified in its charter)

Wyoming	46-3752361
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

350 10th Avenue, Suite 1000, San Diego, California 92101

(Address of principal executive offices) (Zip Code)

(877) 661-4811

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	ILAL	OTCQB

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
		Emerging growth company	[  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

As of March 31, 2020, the registrant had 21,384,289 shares of common stock, $0.001 par value per share, outstanding.

TABLE OF CONTENTS

Part I. Financial Information
Item 1. Financial Statements (Unaudited)		3
	Consolidated Balance Sheets – As of March 31, 2020 (unaudited) and December 31, 2019	3
	Consolidated Statements of Operations – for the three months ended March 31, 2020 and 2019 (unaudited)	4
	Consolidated Statements of Changes in Stockholders Deficit for the three months ended March 31, 2020 and 2019 (unaudited)	5
	Consolidated Statements of Cash Flows – for the three months ended March 31, 2020 and 2019 (unaudited)	6
	Notes to Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Quantitative and Qualitative Disclosures about Market Risk		23
Item 4. Controls and Procedures		23
Part II. Other Information		24
Item 1. Legal Proceedings		24
Item 1A. Risk Factors		24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 3. Defaults upon Senior Securities		25
Item 4. Mine Safety Disclosures		25
Item 5. Other Information		25
Item 6. Exhibits		25
Signatures		26

2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

INTERNATIONAL LAND ALLIANCE, INC.

CONSOLIDATED BALANCE SHEETS

	March 31, 2020			December 31, 2019
	(unaudited)
ASSETS
Current assets
Cash	$	2,038		$	172,526
Prepaid expenses and other current assets		170,561			-
Total current assets		172,599			172,526
Land		271,225			271,225
Land held for sale		647,399			647,399
Buildings, net		869,383			880,789
Construction in process		250,000			250,000
Other non-current assets		21,080			10,540
Total assets	$	2,231,686		$	2,232,479
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities	$	313,292		$	100,159
Contract liability		54,412			50,000
Deposits		95,000			82,580
Promissory notes, net		754,361			753,009
Total current liabilities		1,217,065			985,748
Promissory notes, net of current portion		1,080,785			1,076,937
Total liabilities		2,297,850			2,062,685
Commitments and contingencies
Temporary equity		293,500			293,500
Stockholders’ deficit
Preferred stock; $0.001 par value; 2,000,000 shares authorized; 28,000 Series A shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively;		28			28
1,000 Series B shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively		1			1
Common stock $0.001 par value; 75,000,000 shares authorized; 21,384,289 and 20,614,289 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively		20,785			20,615
Additional paid-in capital		7,173,279			6,702,750
Stock payable		267,334			127,858
Accumulated deficit		(7,821,091	)		(6,974,958	)
Total stockholders’ equity (deficit)		(359,664	)		(123,706	)
Total liabilities and stockholders’ deficit	$	2,231,686		$	2,232,479

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

3

INTERNATIONAL LAND ALLIANCE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended
	March 31, 2020			March 31, 2019
Revenues, net	$	15,083		$	-
Cost of revenues		-			-
Gross profit		15,083			-
Operating expenses
Sales and marketing		358,599			-
General and administrative expenses		406,115			180,914
Total operating expenses		764,714			180,914
Loss from operations		(749,631	)		(180,914	)
Other income (expense)
Interest expense, net		(96,502	)		(53,604	)
Total other income (expense)		(96,502	)		(53,604	)
Net loss	$	(846,133	)	$	(234,518	)
Loss per common share - basic and diluted	$	(0.04	)	$	(0.01	)
Weighted average common shares outstanding - basic and diluted		20,629,440			15,940,679

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

4

INTERNATIONAL LAND ALLIANCE, INC.

Consolidated Statements of Changes in Stockholders Deficit

(Unaudited)

	Series A				Series B								Additional							Total
	Preferred Stock				Preferred Stock				Common Stock				Paid-in		Stock		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		payable		Deficit			Deficit
Balance, December 31, 2018		28,000	$	28		-	$	-		15,927,901	$	15,928	$	4,762,547	$	35,420	$	(5,378,872	)	$	(564,949	)
Common stock and warrants sold for cash		-		-		-		-		-		-		-		10,000		-			10,000
Common stock, warrants and plots promised for cash, net		-		-		-		-		50,000		50		15,445		17,500		-			32,995
Common stock issued for warrant exercise		-		-		-		-		-		-		-		46,000		-			46,000
Net loss		-		-		-		-		-		-		-		-		(234,518	)		(234,518	)
Balance, March 31, 2019		28,000	$	28		-	$	-		15,977,901	$	15,978	$	4,777,992	$	108,920	$	(5,613,390	)	$	(710,472	)
Balance, December 31, 2019		28,000	$	28		1,000	$	1		20,614,289	$	20,615	$	6,702,750	$	127,858	$	(6,974,958	)	$	(123,706	)
Stock options granted for services														173,951							173,951
Common stock issued for warrant and option  exercise		-		-		-		-		120,000		120		59,880		18,808		-			78,808
Common stock issued for services		-		-		-		-		50,000		50		236,698		-		-			236,748
Common stock to be issued and plots promised for cash		-		-		-		-		-		-		-		120,668		-			120,668
Net loss		-		-		-		-		-		-		-		-		(846,133	)		(846,133	)
Balance, March 31, 2020		28,000	$	28		1,000	$	1		20,784,289	$	20,785	$	7,173,279	$	267,334	$	(7,821,091	)	$	(359,664	)

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

5

INTERNATIONAL LAND ALLIANCE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three months ended
	March 31, 2020			March 31, 2019
Cash Flows from Operating Activities
Net loss	$	(846,133	)	$	(234,518	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation for services		410,699			-
Depreciation and amortization		11,406			3,923
Amortization of debt discount		41,033			488
Changes in assets and liabilities
Increase in prepaid expenses and other current assets		(170,561	)		-
Increase in accounts payable and accrued liabilities		213,133			52,746
Increase in non-current assets		(10,540	)		-
Increase in contract liability and deposits		16,832			-
Net cash used in operating activities		(334,131	)		(177,361	)
Cash Flows from investing  activities
Asset acquisition		-			(517,051	)
Net cash used in investing activities		-			(517,051	)
Cash Flows from Financing Activities
Common stock, warrants and options sold for cash		78,808			56,000
Stock,  land, and warrants for cash, net		120,668			42,500
Cash payments on promissory notes		(35,833	)		(3,779	)
Cash proceeds from promissory notes		-			710,000
Net cash from financing activities		163,643			804,721
Net (decrease) increase in Cash		(170,488	)		110,309
Cash, beginning of period		172,526			971
Cash, end of period	$	2,038		$	111,280
Supplemental disclosure of cash flow information
Cash paid for interest	$	42,284		$	2,353
Cash paid for tax	$	-		$	-

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

6

INTERNATIONAL LAND ALLIANCE, INC.

Notes to Financial Statements

March 31, 2020

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 and southern California. The Company’s principal activities are purchasing properties, obtaining zoning and other entitlements required to subdivide the properties into residential and commercial building plots, securing financing for the purchase of the plots, improving the properties infrastructure and amenities, and selling the plots to homebuyers, retirees, investors and commercial developers.

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

The unaudited financial statements herein have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The accompanying interim unaudited financial statements have been prepared under the presumption that users of the interim financial information have either read or have access to the audited financial statements for the latest year ended December 31, 2019. Accordingly, note disclosures which would substantially duplicate the disclosures contained in the December 31, 2019 audited financial statements have been omitted from these interim unaudited financial statements.

Certain information and note disclosures included in the financial statements prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP” or “GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020, are not necessarily indicative of the results that may be expected for the year ended December 31, 2020. For further information, refer to the audited financial statements and notes for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 14, 2020.

Going Concern

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements were available to be issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has faced significant liquidity shortages as shown in the accompanying financial statements. As of March 31, 2020, the Company’s current liabilities exceeded its current assets by $1,044,466. The Company has recorded a net loss of $846,133 for the quarter ended March 31, 2020 and has an accumulated deficit of $7,821,091 as of March 31, 2020. Net cash used in operating activities for the quarter ended March 31, 2020 was $334,131. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company’s capital resources will significantly improve if its plots of land gain wider market recognition and acceptance resulting in increased plot sales. If the Company is not successful with its marketing efforts to increase sales and weak demand for purchase of plots continues, the Company will continue to experience a shortfall in cash and it will be necessary to further reduce its operating expenses in a manner or obtain funds through equity or debt financing in sufficient amounts to avoid the need to curtail its future operations subsequent to December 31, 2019. Given the liquidity and credit constraints in the markets caused by the current economic environment amidst the COVID-19 pandemic, the business may suffer, should the credit markets not improve in the near future. The direct impact of these conditions is not fully known. This could include construction delays or abilities of our customers to obtain sufficient funding to close on sales. We have seen continued interest in our properties with 2 sale closing subsequent to March 31, 2020, with 3 more signed awaiting payment. We have been approved by 2 mortgage companies to provide financing for our customers. However, there can be no assurance that the Company would be able to secure additional funds if needed and that if such funds were available on commercially reasonable terms or in the necessary amounts, and whether the terms or conditions would be acceptable to the Company. In such case, the reduction in operating expenses might need to be substantial in order for the Company to generate positive cash flow to sustain the operations of the Company. (See Note 9 regarding subsequent events.)

7

INTERNATIONAL LAND ALLIANCE, INC.

Notes to Financial Statements

March 31, 2020

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company maintains its accounting records on an accrual basis in accordance with GAAP. These consolidated financial statements are presented in United States dollars. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, ILA Fund I, LLC (the “ILA Fund”), a company incorporated in the State of Wyoming and International Land Alliance, S.A. de C.V., a company incorporated in Mexico (“ILA Mexico”); the Company has a 100% equity interest in ILA Mexico. ILA Fund includes cash as its only assets with minimal expenses as of March 31, 2020. The sole purpose of this entity is strategic funding for the operations of the Company. ILA Mexico has lots held for sale for the Oasis Park Resort, no liabilities, and minimal expenses as of March 31, 2020. All intercompany balances and transactions are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management regularly evaluates estimates and assumptions related to the valuation of assets and liabilities. Management bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from managements 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 did not have any cash equivalents as of March 31, 2020 and 2019, respectively.

8

INTERNATIONAL LAND ALLIANCE, INC.

Notes to Financial Statements

March 31, 2020

Fair value of Financial Instruments and Fair Value Measurements

Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

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

As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date.

The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of any balance sheet date presented or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities.

Cost Capitalization

The cost of buildings and improvements includes the purchase price of the property, legal fees, and other acquisition costs. Costs directly related to planning, developing, initial leasing and constructing a property are capitalized and classified as Buildings in the Consolidated Balance Sheets. Capitalized development costs include interest, property taxes, insurance, and other direct project costs incurred during the period of development are also capitalized.

A variety of costs are incurred in the acquisition, development and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. Our capitalization policy on development properties is guided by ASC 835-20 Interest – Capitalization of Interest and ASC 970 Real Estate - General. The costs of land and buildings under development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We consider a construction project as substantially completed and held available for occupancy or sale upon the receipt of certificates of occupancy, but no later than one year from cessation of major construction activity. We cease capitalization on the portion (1) substantially completed and (2) occupied or held available for occupancy, and we capitalize only those costs associated with the portion under construction.

9

INTERNATIONAL LAND ALLIANCE, INC.

Notes to Financial Statements

March 31, 2020

Land Held for Sale

The Company considers properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) the property is available for immediate sale in its present condition and (3) the property is actively being marketed for sale at a price that is reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its’ carrying value or its estimated net realizable value.

Land and Buildings

Land and buildings are stated at cost. Depreciation is provided by the use of the straight-line and accelerated methods for financial and tax reporting purposes, respectively, over the estimated useful lives of the assets. Buildings will have an estimated useful life of 20 years. Land is an indefinite lived asset that is stated at fair value at date of acquisition.

Revenue Recognition

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

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

The Company reviewed all agreements at the date of initial application and elected to use the modified retrospective transition method, where the cumulative effect of the initial application is recognized as an adjustment to opening retained earnings at January 1, 2018. Considering there was no revenue in prior periods, the adoption of the new revenue recognition guidance had no transition impact.

The Company determines revenue recognition through the following steps:

● identification of the agreement, or agreements, with a buyer and/or investor;

● identification of the performance obligations in the agreement for the sale of lots including delivering title to the property being acquired from ILA;

● determination of the transaction price;

● allocation of the transaction price to the lots purchased when issued with equity or warrants to purchase equity in the Company; and

● recognition of revenue when, or as, we satisfy a performance obligation such as delivering title to lots purchased.

Revenue is measured based on considerations specified in the agreements with our customers. A contract exists when it becomes a legally enforceable agreement with a customer. The contract is based on either the acceptance of standard terms and conditions as stated in our agreement of lot sales or the execution of terms and conditions contracts with third parties and investors. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration was historically paid prior to transfer of title as stated above and in future land sales, the Company plans to transfer title to buyers at the time consideration has been transferred if the acquisition of the property has been completed by the Company. The Company applies judgment in determining the customer’s ability and intention to pay, however collection risk is mitigated through collecting payment in advance or through escrow arrangements. A performance obligation is a promise in a contract or agreement to transfer a distinct product or item to the customer, which for us is transfer of title to our buyers. Performance obligations promised in a contract are identified based on the property that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the property is separately identifiable from other promises in the contract. We have concluded the sale of property and delivering title is accounted for as the single performance obligation.

10

INTERNATIONAL LAND ALLIANCE, INC.

Notes to Financial Statements

March 31, 2020

The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which we will be entitled to receive in exchange for transferring title to the customer.

The Company recognizes revenue when it satisfies a performance obligation in a contract by transferring control over property to a customer when land title is legally transferred by the Company. The Company’s principal activities in the real estate development industry which it generates its revenues is the sale of developed and undeveloped land.

Stock-Based Compensation and Services

The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. The Company has elected to use the simplified method described in the Securities and Exchange Commission Staff Accounting Bulletin Topic 14C to estimate the expected term of employee stock options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The value of restricted stock awards is determined using the fair value of the Company’s common stock on the date of grant. The Company accounts for forfeitures as they occur. Compensation expense is recognized on a straight-line basis over the requisite service period of the award.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Management makes estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted. Any adjustment to the deferred tax asset valuation allowance would be recorded in the income statement for the periods in which the adjustment is determined to be required. Management does not believe that it has taken any positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next year.

11

INTERNATIONAL LAND ALLIANCE, INC.

Notes to Financial Statements

March 31, 2020

Loss Per Share

The Company computes loss per share in accordance with ASC 260 – Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the consolidated statements of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible notes payable using the if-converted method. Diluted EPS excludes all dilutive potential shares if their effect is antidilutive. During periods of net loss, all common stock equivalents are excluded from the diluted EPS calculation because they are antidilutive.

At March 31, 2020 and December 31, 2019, there were a total 210,000 and 50,000 warrants and options issued and outstanding convertible into common stock, respectively, and all warrants are considered anti-dilutive.

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 March 31, 2020.

NOTE 3 – ASSET PURCHASE AND TITLE TRANSFER

Emerald Grove Asset Purchase

On July 30, 2018, Jason Sunstein, the Chief Financial Officer, entered into a Residential Purchase Agreement (“RPA” or “the Agreement”) to acquire real property located in Hemet, California, which included approximately 80 acres of land and a structure for $1.1 million from an unrelated seller. The property includes the main parcel of land with an existing structure along with three additional parcels of land which are vacant lots to be used for the purpose of development “vacant lots”. The purpose of the transaction was as an investment in real property to be assigned to the Company subsequent to acquisition. The property was acquired by Mr. Sunstein since it was required by the seller to transfer the property for consideration from an individual versus a separate legal entity. The transaction closed on March 18, 2019 and the consideration included a loan financed in the amount of $605,000, in addition to cash consideration of $524,613 which came from a portion of funds loaned by investors of the Company to be repaid as interest bearing notes payable. On March 18, 2019, Mr. Sunstein assigned the deed of the property to the Company. The mortgage obligation was assumed by the Company, as approval by the Board of Directors in March 2019. The mortgage loan was not assigned to the Company by the lender, however the lender acknowledged that the transfer of the property to the Company did not trigger an event of default. Mr. Sunstein remained a guarantor on the mortgage until the debt was paid in full during the year ended December 31, 2019 through a refinancing transaction. The Company recorded the assets acquired and liabilities assumed at fair value on the date of assignment and assumption.

The Company has included all allowed acquisition costs of $22,050 in the value of the capitalized assets. The building and land asset values were assigned using a purchase price allocation based on the appraised land values. The total of the consideration plus acquisition costs assets of $1,122,050 was allocated to land and building in the following amounts: $271,225 – Land; $850,826 – Building. The land is an indefinite long-lived asset that were assessed for impairment as a grouped asset with the building on a periodic basis. The building has an estimated useful life of 20 years and is depreciated on a straight-line basis.

12

INTERNATIONAL LAND ALLIANCE, INC.

Notes to Financial Statements

March 31, 2020

Oasis Park Title Transfer

On June 18, 2019, Baja Residents Club SA de CV (“BRC”), a related party with common ownership and control by our CEO, Robert Valdes , transferred title to the Company for the Oasis Park property which was part of a previously held land project consisting of 497 acres to be acquired and developed into Oasis Park resort near San Felipe, Baja. It was previously subject to approval by the Mexican government in Baja, California which was finalized in June 2019. As consideration for the promise to transfer title, the Company previously issued 7,500,000 shares of founder’s common stock that was valued at $750,000 or $0.10 per common share. No prior accounting was recorded for this issuance pending resolution of the contingency to transfer title, which was resolved during the year ended December 31, 2019. A portion of this value was allocated to the Oasis Park resort and a portion was allocated to other properties as the Company continues to receive transfer of title. ILA recorded the property held for sale on its balance sheet in the amount of $670,000 and accordingly reduced the value as lots are sold. As of March 31, 2020, the Company reported a balance for assets held for sale of $647,399.

NOTE 4 – LAND AND BUILDING

Land and buildings, net as of March 31, 2020 and December 31, 2019:

	Useful life	March 31, 2020			December 31, 2019
Land – Emerald Grove		$	271,225		$	271,225
Land held for sale		$	647,399		$	647,399
Construction in process		$	250,000		$	250,000
Building – Emerald Grove	20 years		917,496			917,496
Less: Accumulated depreciation			(48,113	)		(36,707	)
Building, net		$	869,383		$	880,789

Depreciation expense was $11,406 and $3,923 for the three months ended March 31, 2020 and 2019, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company paid to its Chief Executive Officer consulting fees for services directly related to continued operations of $0 and $3,000 for the three months ended March 31, 2020 and 2019, respectively.

The Company paid its Chief Financial Officer consulting fees of $25,901 and $31,360 for the three months ended March 31, 2020 and 2019, respectively.

The Company paid to its Secretary consulting fees for services directly related to continued operations of $5,500 and $0 for the three months ended March 31, 2020 and 2019, respectively.

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

13

INTERNATIONAL LAND ALLIANCE, INC.

Notes to Financial Statements

March 31, 2020

NOTE 6 – NOTES PAYABLE

	March 31, 2020			December 31, 2019
Note payable, due August 2020	$	40,828		$	46,660
Note payable, 10% interest, due March 2020		1,500			1,500
Note payable, secured, 10% interest, due October 2021		975,000			975,000
Note payable, 10% interest, due June 2020		402,453			432,453
Note payable, 15% interest, due December 2020		50,000			50,000
Note payable, 15% interest, due December 2020		50,000			50,000
Note payable, 15% interest, due December 2020		100,000			100,000
Note payable, 15% interest, due December 2020		100,000			100,000
Note payable, 15% interest, due December 2020		20,000			20,000
Note payable, 15% interest, due December 2020		25,000			25,000
Note payable, 13% interest, due December 2021		129,000			129,000
Total Notes Payable		1,893,781			1,929,613
Less discounts		(58,635	)		(99,667	)
Total Notes Payable		1,835,146			1,829,946
Less current portion		(754,361	)		(753,009	)
Total Notes Payable - long term	$	1,080,785		$	1,076,937

Interest expense including amortization of the associated debt discount for the three months ended March 31, 2020 and 2019 was $97,151 and $53,604, respectively.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Commitment to Purchase Land

There is one remaining land project consisting of 20 acres to be acquired and developed into Valle Divino resort in Ensenada, which 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. As of March 31, 2020, the Company has entered into five contracts for deed agreements to sell 6 lots of land.

14

INTERNATIONAL LAND ALLIANCE, INC.

Notes to Financial Statements

March 31, 2020

Land purchase- Costa Bajamar

On September 25, 2019, the Company, entered into a definitive Land Purchase Agreement with Valdeland, S.A. de C.V., a Company controlled by its CEO Roberto Valdes, to acquire approximately one acre of land with plans and permits to build 34 units at the Bajamar Ocean Front Golf Resort located in Ensenada, Baja California. Pursuant to the terms of the Agreement, the total purchase price is $1,000,000, payable in a combination of preferred stock ($600,000); common stock ($250,000/250,000 common shares at $1.00/share); a promissory note ($150,000); and an initial construction budget of $150,000 payable upon closing. A recent appraisal valued the land “as is” for $1,150,000. The closing is subject to obtaining the necessary approval by the City of Ensenada and transfer of title, which includes the formation of a wholly owned Mexican subsidiary. As of March 31, 2020, the agreement has not closed.

Commitment to Sell Land

On September 30, 2019, the Company entered into a contract for deed agreement “Agreement” with IntegraGreen whose principal is also a creditor. Under the agreement, the Company agreed to the sale of 20 acres of vacant land and associated improvements located at the Emerald Grove property in Hemet, California for a total purchase price of $630,000. $63,000 was paid upon execution and the balance is payable in a balloon payment on October 1, 2026 with interest only payments of $3,780 due on the 1st of each month, beginning April 1, 2020. During the duration of the Agreement the Company retains title and is allowed to encumber the property with a mortgage at its discretion: However IntegraGreen has the right to use the property. The Company may also evict IntegraGreen from the premises in the case of default under the agreement.

During the three months ended March 31, 2020, the Company received an additional payment of $32,000. Due to the nature of the Agreement, the Company’s management deemed that there was an embedded lease feature in the agreement in accordance with ASC 842. As a result, the payments received of $95,000 are classified as a deposit. Upon an event of default in which case the payment is non-refundable, the Company no longer has any obligation to provide access to the land. The interest payments will be recognized monthly as lease income. During the three months ended March 31, 2020, the Company recognized $10,540 in lease income.

On October 7, 2019, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 lot of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico and 100,000 shares of common stock for a total purchase price of $50,000. $25,000 was paid upon execution and the balance was paid on October 10, 2019. The total cash proceeds of $50,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $39,282; and plot of land was valued at $10,718.

Due to the nature of the agreement, management deemed that there was a customer contract. As a result, the $10,718 value of the land was classified as a contract liability under ASC 606, and it will be recognized as revenue when the Company fulfills its performance obligations to provide title to the lot.

On November 6, 2019, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 lot of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico and 70,160 shares of common stock for a total purchase price of $35,080. $10,000 was paid upon execution, $9,580 was paid on December 23, 2019, and the balance was paid on February 4, 2020. The total cash proceeds of $35,080 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $25,258; and plot of land was valued at $9,822, which was classified as a contract liability on the balance sheet as of March 31, 2020.

On January 13, 2020, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 2 lots of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico for a total purchase price of $40,000, paid upon execution. The total cash proceeds of $40,000 was allocated based upon the relative fair value of the shares and two (2) promised plots of land in the following amounts: shares were valued at $23,780; and plot of land was valued at $16,220, which was classified as a contract liability on the balance sheet as of March 31, 2020.

15

INTERNATIONAL LAND ALLIANCE, INC.

Notes to Financial Statements

March 31, 2020

On January 24, 2020, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 lot of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico for a total purchase price of $25,000, paid upon execution. The total cash proceeds of $25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $16,174; and plot of land was valued at $8,826, which was classified as a contract liability on the balance sheet as of March 31, 2020.

On March 25, 2020, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 lot of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico for a total purchase price of $25,000, paid upon execution. The total cash proceeds of $25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $16,174; and plot of land was valued at $8,826, which was classified as a contract liability on the balance sheet as of March 31, 2020.

Litigation Costs and Contingencies

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.

Employment Agreements

The Company has an employment agreement with the CEO to perform duties and responsibilities as may be assigned. The base salary is in the amount of $120,000 per annum. Accrued payroll expense for the three months ending March 2020 and 2019 were $30,000 and $0, respectively.

The Company has an employment agreement with the CFO to perform duties and responsibilities as may be assigned. The base salary is in the amount of $120,000 per annum. Accrued payroll expense for the three months ending March 2020 and 2019 were $30,000 and $0, respectively.

The Company has an employment agreement with the Secretary to perform duties and responsibilities as may be assigned. The base salary is in the amount of $80,000 per annum. Accrued payroll expense for the three months ending March 2020 and 2019 were $20,000 and $0, respectively.

NOTE 8 – STOCKHOLDERS’ EQUITY

The Company’s equity at March 31, 2020 consisted of 75,000,000 authorized common shares and 2,000,000 authorized preferred shares, both with a par value of $0.001 per share. As of March 31, 2020, and December 31, 2019, there were 21,384,289 and 20,614,289 shares of common stock issued and outstanding, respectively.

As of March 31, 2020 and December 31, 2019, 28,000 shares of Series A Preferred Stock were issued and outstanding and 1,000 shares of Series B Preferred Stock were issued and outstanding, respectively.

Common Stock Issued for Services

On January 1, 2020, the Company issued 50,000 shares of common stock and 150,000 warrants to be issued for services valued at $50,000 and $186,748, respectively.

16

INTERNATIONAL LAND ALLIANCE, INC.

Notes to Financial Statements

March 31, 2020

Warrant Exercises

On March 12, 2020, the Company received cash proceeds of $10,000 for 20,000 shares of common stock to be issued ina warrant exercise by a third-party investor. As of March 31, 2020 the shares had not been issued and were recorded as stock payable.

Option Exercises 

On January 21, 2020, the Company received cash proceeds of $20,000 for 40,000 shares of common stock to be issued in a warrant exercise by a third-party investor.

On February 26, 2020, the Company received cash proceeds of $20,000 for 40,000 shares of common stock to be issued in a warrant exercise by a third-party investor.

On February 28, 2020, the Company received cash proceeds of $20,000 for 40,000 shares of common stock to be issued in a warrant exercise by a third-party investor.

On March 2, 2020, the Company received cash proceeds of $8,808 for 17,615 shares of common stock to be issued in a warrant exercise by a third-party investor. As of March 31, 2020 the shares had not been issued and were recorded as stock payable.

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

On October 10, 2019, the Company received cash proceeds of $50,000 for 100,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $50,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $39,282; and plot of land was valued at $10,718. As of March 31, 2020, the shares had not been issued and were recorded as stock payable.

On November 6, 2019, the Company received cash proceeds of $35,080 for 70,160 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $35,080 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $25,258; and plot of land was valued at $9,822. As of March 31, 2020, the shares had not been issued and were recorded as stock payable.

On January 13, 2020, the Company received cash proceeds of $40,000 for 80,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached two (2) plots of land. The total cash proceeds of $40,000 was allocated based upon the relative fair value of the shares and two (2) promised plots of land in the following amounts: shares were valued at $23,780; and plot of land was valued at $16,220. As of March 31, 2020, the shares had not been issued and were recorded as stock payable.

On January 24, 2020, the Company received cash proceeds of $25,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $16,174; and plot of land was valued at $8,826. As of March 31, 2020, the shares had not been issued and were recorded as stock payable.

On March 25, 2020, the Company received cash proceeds of $25,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $16,174; and plot of land was valued at $8,826. As of March 31, 2020, the shares had not been issued and were recorded as stock payable.

17

INTERNATIONAL LAND ALLIANCE, INC.

Notes to Financial Statements

March 31, 2020

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 which provides consulting services on project development, in exchange for services. Grupo Valcas is master planner and real estate development firm owned by the Valdes family. Roberto Valdes, the Company President and Chief Executive Officer, was a minority owner of Valcas until December 2018 when he left the family company to focus 100% on International Land Alliance. 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 March 31, 2020 and December 31, 2019, 28,000 shares of Series A Preferred Stock were issued and outstanding.

Warrants

A summary of the Company’s warrant activity during the three months ended March 31, 2020 is presented below:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Year)
Outstanding at December 31, 2019		50,000		$	0.50		1.25
Granted		150,000			0.50		1.76
Exercised		(20,000	)		0.0		-
Forfeit/Canceled		-			0.0		-
Outstanding at March 31, 2020		180,000		$	0.50		3.01
Exercisable at March 31, 2020		180,000

At March 31, 2020, 200,000 warrants were exercisable into common stock. The exercise price of outstanding warrants for common stock was $0.50 per warrant, and the term of exercise of the outstanding warrants was two years from the date of issuance. The aggregate intrinsic value as of March 31, 2020 and December 31, 2019 was approximately $39,600 and $40,000, respectively.

18

INTERNATIONAL LAND ALLIANCE, INC.

Notes to Financial Statements

March 31, 2020

Options

A summary of the Company’s stock option activity during the three months ended March 31, 2020 is presented below:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Year)
Outstanding at December 31, 2019		-		$	-		-
Granted		150,000			0.50		0.75
Exercised		(120,000	)		0.50		-
Forfeit/Canceled		-			0.0		-
Outstanding at March 31, 2020		30,000		$	0.50		0.75
Exercisable at March 31, 2020		30,000

On January 31, 2020, the Company granted 150,000 stock options for services valued at $173,951. The exercise price of outstanding warrants for common stock was $0.50 per warrant, and the term of exercise of the outstanding warrants was one year from the date of grant. During the three months ended March 31, 2020, 120,000 option were exercised for $60,000. The aggregate intrinsic value of the remaining options as of March 31, 2020 , was approximately $6,600.

NOTE 9 – SUBSEQUENT EVENTS

Stock issuances

Subsequent March 31, 2020, the Company issued 250,160 shares to partially settle $107,294 of the recordedstock payable as of March 31, 2020.

On April 01, 2020, the Company received cash proceeds of $25,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $16,174; and plot of land was valued at $8,826.

19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview of Our Company

International Land Alliance, Inc. was incorporated pursuant to the laws of the State of Wyoming on September 26, 2013. We are based in San Diego, California. We are a residential land development company with target properties located primarily in the Baja California Norte region of Mexico and southern California. Our principal activities are purchasing properties, obtaining zoning and other entitlements required to subdivide the properties into residential and commercial building lots, securing financing for the purchase of the lots, improving the properties’ infrastructure and amenities, and selling the lots to homebuyers, retirees, investors and commercial developers. We offer the option of financing (i.e. taking a promissory note from the buyer for all or part of the purchase price) with a guaranteed acceptance on any purchase for every customer.

Overview

As of March 31, 2020 we had:

● Continued our research and marketing efforts to identify potential home buyers in the United States, Canada, Europe, and Asia. Through the formation of a partnership with a similar development company in the Baja California Norte Region of Mexico, we have been able to leverage additional resources with the use of their established and proven marketing plan which can help us with sophisticated execution and the desired results for residential lot sales and development.

● Completed development of our interactive website for visitors to view condominium and villa options and allow customization;

● Assumed title of the Oasis Park Resort in San Felipe. As progress continues on the development of the Oasis Park Resort, we are expecting the transfer of title on the Villas del Enologo in Rancho Tecate, Valle Divino in Ensenada, Baja California and Costa Bajamar in Ensenada, Baja California in the near future as it continues to follow the necessary steps to complete this legal process.

● Continued our efforts to secure the proper financing and capital by exploring various options that will help achieve our goals of advanced development and additional investment opportunities.

Results of Operations for the Three Months Ended March 31, 2020 and March 31, 2019

Revenues

Our total revenue reported for the three months ended March 31, 2020 was $15,083, compared with $0 for the three months ended March 31, 2019. The change is a result of rental income activities that the Company had not engaged in during prior periods.

Cost of Revenues

Our total cost of revenues for the three months ended March 31, 2020 was $0 compared with $0 for the three months ended March 31, 2019.

Operating Expenses

Operating expenses increased to $805,746 for the three months ended March 31, 2020 from to $180,914 for the three months ended March 31, 2019. The detail by major category is reflected in the table below.

	Three Months Ended March 31
	2020		2019
Sales and marketing	$	358,559	$	-
General and administrative		447,147		180,914
Total Operating Expenses	$	805,746	$	180,914

20

Sales and marketing costs increased by $358,599 for the three months ended March 31, 2020 primarily due to the increased operations of the Company and options granted for services. As the Company obtained title to the Oasis Park property in the second quarter of 2019 and has begun to sell plots for the Valle Divino and Costa Bajamar project commencing in Q3 2019, the Company has spent significant amounts on website development, marketing and other efforts to generate interest in these projects to potential buyers. As the Company was not positioned to sell these properties in the prior comparable period, there were no expenditures for sale and marketing in the period ended March 31, 2019.

General and administrative costs increased by $225,201 for the three months ended March 31, 2020 primarily due to increased salaries, stock based payments for consulting services, and professional fees.

Net Loss

We finished the three months ended March 31, 2020 with a net loss of $846,133, as compared to a loss of $234,518 for the three months ended March 31, 2019, which is primarily the result of the increased professional, marketing, and consulting fees incurred during the 2020 and well as increased interest expense associated with the increase in financing during 2020

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

● 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

● The effects of COVID-19 on the US and Global economy

● The negotiations to extend or refinance our debt in default

Other than the foregoing we do not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on our revenues or expenses.

Capital Resources and Liquidity

Cash and cash equivalents were $2,038 at March 31, 2020. As shown in the accompanying financial statements, we recorded a loss of $846,133 and $234,518 for the three months ended March 31, 2020 and 2019, respectively. Our working capital deficit at March 31, 2020 was $1,044,466 and net cash flows used in operating activities for the three months ended March 31, 2020 were $334,131. These factors and our limited ability to raise additional capital to accomplish our objectives, raise substantial doubt about our ability to continue as a going concern. We expect our expenses will continue to increase during the foreseeable future as a result of increased operations and the development of our current business operations. We anticipate generating continued revenues over the next twelve months as we continue to market the sale of lots held for sale, now having assumed title of our Oasis Park Resort property; however, we there can be no assurance that such revenue will be sufficient to cover our expenses. Consequently, we expect to be dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.

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

21

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

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

● Curtail our operations significantly, or

● Seek arrangements with strategic partners or other parties that may require us to relinquish significant rights to our development of resorts and correlated services, or

● Explore other strategic alternatives including a merger or sale of our Company.

Operating Activities

Net cash flows used in operating activities for the three months ended March 31, 2020 was $334,131 which resulted primarily due to the loss of $846,133 offset by debt discount amortization expense of $41,033, depreciation and amortization of $11,406, and stockbased compensation for services of $410,699. Net cash flows used in operating activities for the three months ended March 31, 2019 was $177,361 which resulted primarily due to the loss of $234,518 offset by debt discount amortization expense of $488, increase in accounts payable of $1,496 and decrease in accrued expenses of $51,250.

Investing Activities

There were no investment cash activities for the three months ended March 31, 2020. Net cash flows used in investing activities was $517 for the three months ended March 31, 2019. The funds were used for the acquisition of an investment property. ,051

Financing Activities

Net cash flows provided by financing activities for the three months ended March 31, 2020 was $163,643 primarily from cash proceeds from the exercise of warrants and options of $78,808, and cash proceeds from sale of common stock, warrants and plots of land promised to investors, net of expenses of $120,668, less cash payments of $35,833 for promissory notes. Net cash flows provided by financing activities for the three months ended March 31, 2019 was $804,721 primarily from cash proceeds from the exercise of warrants of $56,000, and cash proceeds from sale of common stock, warrants and plots of land promised to investors, net of expenses of $42,500, and cash proceeds from note payable of $710,000 and cash proceeds from convertible note payable of $0.

As a result of these activities, we experienced a decrease in cash and cash equivalents of $170,488 and $110,309 for the three months ended March 31, 2020 and 2019, respectively. Our ability to continue as a going concern is still dependent on our success in obtaining additional financing from investors or from sale of our common shares.

22

Critical Accounting Polices

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

There have been no material changes to our critical accounting policies as compared to the critical accounting policies and significant judgements and estimates disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2019, filed with the SEC on April 14, 2020.

Off-balance Sheet Arrangements

During the period ended March 31, 2020, we have not engaged in any off-balance sheet arrangements.

Recent Accounting Pronouncements

The recent accounting pronouncements that are material to our financial statements are disclosed in Note 1 of our consolidated audited financial statements included in the Form 10-K filed with the SEC and in Note 1 of our unaudited consolidated financial statements included herein.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

The Company’s Principal Executive Officer and Principal Financial Officer (the Certifying Officers) are responsible for establishing and maintaining disclosure controls and procedures for the Company. An evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) was carried out by us under the supervision and with the participation of our Certifying Officers. Based upon that evaluation, our Certifying Officers have concluded that as of March 31, 2020, our disclosure controls and procedures that are designed to ensure (i) that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) that such information is accumulated and communicated to management, including our Certifying Officers, in order to allow timely decisions regarding required disclosure. As of March 31, 2020, based on evaluation of these disclosure controls and procedures, management concluded that our disclosure controls and procedures were not effective. We will be required to expend time and resources hiring and engaging additional staff and outside consultants with the appropriate experience to remedy these weaknesses. We cannot assure you that management will be successful in locating and retaining appropriate candidates or that newly engaged staff or outside consultants will be successful in remedying material weaknesses thus far identified or identifying material weaknesses in the future.

Changes in Internal Control over Financial Reporting

With continued efforts to increase oversight and to remediate any underlying control issues, the Company has engaged the services of a third-party consulting firm to implement adequate processes and procedures to strengthen controls. The goal is of the Company is to build an established finance and accounting department as the Company continues to increase operations. Other than with respect to the ongoing plan for improved internal controls, there has been no change to our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management expects to strengthen internal control further during 2020 which is subject to available financial resources by developing stronger business and financial processes for accounting for transactions such as warrant/stock issuances, which will enhance internal control for the Company.

23

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Common Stock Issued for Services

On January 1, 2020, the Company issued 50,000 shares of common stock to be issued for services valued at $25,000.

Warrant Exercise

On March 12, 2020, the Company received cash proceeds of $10,000 for 20,000 shares of common stock to be issued in a warrant exercise by a third-party investor. As of March 31, 2020, the shares had not been issued and were recorded as stock payable

Option Exercise

Between January 21, 2020 and March 2, 2020, the Company received $60,000 in an option exercise from a third-party investor to issue 120,000 shares of common stock.

On March 2, 2020, the Company received cash proceeds of $8,808 for 17,615 shares of common stock to be issued ina warrant exercise by a third-party investor. As of March 31, 2020, the shares had not been issued and were recorded as stock payable.

Contract for deed agreement with common stock grant

On January 13, 2020, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 2 lots of vacant land located at the Valle Divino property in Ensenada, Mexico for a total purchase price of $40,000. This also includes a stock grant of 80,000 shares of common stock. As of the date of filing the shares have not been issued.

On January 29, 2020, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 lot of vacant land located at the Valle Divino property in Ensenada, Mexico for a total purchase price of $25,000. This also includes a stock grant of 50,000 shares of common stock. As of the date of filing the shares have not been issued.

On March 26, 2020, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 lot of vacant land located at the Valle Divino property in Ensenada, Mexico for a total purchase price of $25,000. This also includes a stock grant of 50,000 shares of common stock.

On April 1, 2020, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 lot of vacant land located at the Valle Divino property in Ensenada, Mexico for a total purchase price of $25,000. This also includes a stock grant of 50,000 shares of common stock.

On November 6, 2019, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 lot of vacant land located at the Valle Divino property in Ensenada, Mexico for a total purchase price of $35,080, $10,000 was paid upon execution, $9,580 was paid on December 23, 2019, and the balance of $15,500 was paid on February 4, 2020. The payments have been classified as a customer deposit on the balance sheet as of December 31, 2019.

24

All of the securities set forth above were sold pursuant to exemptions from registration under Regulation D and/or Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering and/ or under Regulation S, as promulgated under the Securities Act of 1933. No general advertising or solicitation was used. And the investors were purchasing the Shares for investment purposes only, without a view to resale. All issued securities were affixed with appropriate legends restricting sales and transfers.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.	Description
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following materials from the Company’s Quarterly report for the period ended September 30, 2019 formatted in Extensible Business Reporting Language (XBRL).

25

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:	May 21, 2020	International Land Alliance, Inc.
		By:	/s/ Roberto Jesus Valdes
			President, Principal Executive Officer and a Director
		By:	/s/ Jason Sunstein
			Principal Financial and Accounting Officer and a Director

26

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Roberto Jesus Valdes, President & Principal Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of International Land Alliance, Inc. (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. I have disclosed, based on the most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Date: May 21, 2020

/s/ Roberto Jesus Valdes

Roberto Jesus Valdes

President & Principal Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jason Sunstein, Principal Financial Officer and Principal Accounting Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of International Land Alliance, Inc. (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) and internal control over financial reporting (as defined in the Exchange Act Rule 13a-15(f) and 15d - 15(f)) for the Company and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. I have disclosed, based on the most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Date: May 21, 2020

/s/ Jason Sunstein

Jason Sunstein

Principal Financial Officer & Principal Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Roberto Jesus Valdes, President, Principal Executive Officer, Principal Financial Officer, Director of International Land Alliance, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 that:

(1) The Quarterly Report on Form 10 - Q of the Company for the period ended March 31, 2020 (the “Report”) fully complies with the requirements of § 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

Date: May 21, 2020

/s/ Roberto Jesus Valdes

Roberto Jesus Valdes

Chief Executive Officer, President,

Principal Executive Officer,

A signed original of this written statement required by § 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Jason Sunstein, Chief Financial Officer, Principal Financial Officer, Director of International Land Alliance, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 that:

(1) The Quarterly Report on Form 10 - Q of the Company for the period ended March 31, 2020 (the “Report”) fully complies with the requirements of § 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

Date: May 21, 2020

/s/ Jason Sunstein

Jason Sunstein

Chief Financial Officer,

Principal Financial Officer & Principal Accounting Officer

A signed original of this written statement required by § 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Notes Payable - Schedule of Notes Payable (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Total Notes Payable	$ 1,893,781	$ 1,929,613
Less discounts	(58,635)	(99,667)
Total Notes Payable	1,835,146	1,829,946
Less current portion	(754,361)	(753,009)
Total Notes Payable - long term	1,080,785	1,076,937
Notes Payable One [Member]
Total Notes Payable	40,828	46,660
Notes Payable Two [Member]
Total Notes Payable	1,500	1,500
Notes Payable Three [Member]
Total Notes Payable	975,000	975,000
Notes Payable Four [Member]
Total Notes Payable	402,453	432,453
Notes Payable Five [Member]
Total Notes Payable	50,000	50,000
Notes Payable Six [Member]
Total Notes Payable	50,000	50,000
Notes Payable Seven [Member]
Total Notes Payable	100,000	100,000
Notes Payable Eight [Member]
Total Notes Payable	100,000	100,000
Notes Payable Nine [Member]
Total Notes Payable	20,000	20,000
Notes Payable Ten [Member]
Total Notes Payable	25,000	25,000
Notes Payable Eleven [Member]
Total Notes Payable	$ 129,000	$ 129,000

XML

Asset Purchase and Title Transfer

3 Months Ended

Mar. 31, 2020

Asset Purchase And Title Transfer

Asset Purchase and Title Transfer

NOTE 3 – ASSET PURCHASE AND TITLE TRANSFER

Emerald Grove Asset Purchase

On July 30, 2018, Jason Sunstein, the Chief Financial Officer, entered into a Residential Purchase Agreement (“RPA” or “the Agreement”) to acquire real property located in Hemet, California, which included approximately 80 acres of land and a structure for $1.1 million from an unrelated seller. The property includes the main parcel of land with an existing structure along with three additional parcels of land which are vacant lots to be used for the purpose of development “vacant lots”. The purpose of the transaction was as an investment in real property to be assigned to the Company subsequent to acquisition. The property was acquired by Mr. Sunstein since it was required by the seller to transfer the property for consideration from an individual versus a separate legal entity. The transaction closed on March 18, 2019 and the consideration included a loan financed in the amount of $605,000, in addition to cash consideration of $524,613 which came from a portion of funds loaned by investors of the Company to be repaid as interest bearing notes payable. On March 18, 2019, Mr. Sunstein assigned the deed of the property to the Company. The mortgage obligation was assumed by the Company, as approval by the Board of Directors in March 2019. The mortgage loan was not assigned to the Company by the lender, however the lender acknowledged that the transfer of the property to the Company did not trigger an event of default. Mr. Sunstein remained a guarantor on the mortgage until the debt was paid in full during the year ended December 31, 2019 through a refinancing transaction. The Company recorded the assets acquired and liabilities assumed at fair value on the date of assignment and assumption.

The Company has included all allowed acquisition costs of $22,050 in the value of the capitalized assets. The building and land asset values were assigned using a purchase price allocation based on the appraised land values. The total of the consideration plus acquisition costs assets of $1,122,050 was allocated to land and building in the following amounts: $271,225 – Land; $850,826 – Building. The land is an indefinite long-lived asset that were assessed for impairment as a grouped asset with the building on a periodic basis. The building has an estimated useful life of 20 years and is depreciated on a straight-line basis.

Oasis Park Title Transfer

On June 18, 2019, Baja Residents Club SA de CV (“BRC”), a related party with common ownership and control by our CEO, Robert Valdes , transferred title to the Company for the Oasis Park property which was part of a previously held land project consisting of 497 acres to be acquired and developed into Oasis Park resort near San Felipe, Baja. It was previously subject to approval by the Mexican government in Baja, California which was finalized in June 2019. As consideration for the promise to transfer title, the Company previously issued 7,500,000 shares of founder’s common stock that was valued at $750,000 or $0.10 per common share. No prior accounting was recorded for this issuance pending resolution of the contingency to transfer title, which was resolved during the year ended December 31, 2019. A portion of this value was allocated to the Oasis Park resort and a portion was allocated to other properties as the Company continues to receive transfer of title. ILA recorded the property held for sale on its balance sheet in the amount of $670,000 and accordingly reduced the value as lots are sold. As of March 31, 2020, the Company reported a balance for assets held for sale of $647,399.

XML

Land and Building (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Property, Plant and Equipment [Abstract]
Depreciation expenses	$ 11,406	$ 3,923

XML

Consolidated Statements of Changes in Stockholders Deficit (Unaudited) - USD ($)	Series A Preferred Stock [Member]	Series B Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Payable [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2018	$ 28		$ 15,928	$ 4,762,547	$ 35,420	$ (5,378,872)	$ (564,949)
Balance, shares at Dec. 31, 2018	28,000		15,927,901
Common stock and warrants sold for cash					10,000		10,000
Common stock and warrants sold for cash, shares
Common stock, warrants and plots promised for cash, net			$ 50	15,445	17,500		32,995
Common stock, warrants and plots promised for cash, net, shares			50,000
Common stock issued for warrant exercise					46,000		46,000
Common stock issued for warrant exercise, shares
Net loss						(234,518)	(234,518)
Balance at Mar. 31, 2019	$ 28		$ 15,978	4,777,992	108,920	(5,613,390)	(710,472)
Balance, shares at Mar. 31, 2019	28,000		15,977,901
Balance at Dec. 31, 2019	$ 28	$ 1	$ 20,615	6,702,750	127,858	(6,974,958)	(123,706)
Balance, shares at Dec. 31, 2019	28,000		20,614,289
Stock options granted for services				173,951			173,951
Common stock issued for warrant and option exercise			$ 120	59,880	18,808		78,808
Common stock issued for warrant and option exercise, shares			120,000
Common stock issued for services			$ 50	236,698			236,748
Common stock issued for services, shares			50,000
Common stock to be issued and plots promised for cash					120,668		120,668
Common stock to be issued and plots promised for cash, shares
Net loss						(846,133)	(846,133)
Balance at Mar. 31, 2020	$ 28	$ 1	$ 20,785	$ 7,173,279	$ 267,334	$ (7,821,091)	$ (359,664)
Balance, shares at Mar. 31, 2020	28,000	1,000	20,784,289

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2020 shares
Document And Entity Information
Entity Registrant Name	International Land Alliance Inc.
Entity Central Index Key	0001657214
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	21,384,289
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

XML

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Schedule of Warrants Activity

A summary of the Company’s warrant activity during the three months ended March 31, 2020 is presented below:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Year)
Outstanding at December 31, 2019		50,000		$	0.50		1.25
Granted		150,000			0.50		1.76
Exercised		(20,000	)		0.0		-
Forfeit/Canceled		-			0.0		-
Outstanding at March 31, 2020		180,000		$	0.50		3.01
Exercisable at March 31, 2020		180,000

Schedule of Stock Option Activity

A summary of the Company’s stock option activity during the three months ended March 31, 2020 is presented below:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Year)
Outstanding at December 31, 2019		-		$	-		-
Granted		150,000			0.50		0.75
Exercised		(120,000	)		0.50		-
Forfeit/Canceled		-			0.0		-
Outstanding at March 31, 2020		30,000		$	0.50		0.75
Exercisable at March 31, 2020		30,000

XML

Subsequent Events

3 Months Ended

Mar. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

NOTE 9 – SUBSEQUENT EVENTS

Stock issuances

Subsequent March 31, 2020, the Company issued 250,160 shares to partially settle $107,294 of the recordedstock payable as of March 31, 2020.

On April 01, 2020, the Company received cash proceeds of $25,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $16,174; and plot of land was valued at $8,826.

XML

Related Party Transactions

3 Months Ended

Mar. 31, 2020

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company paid to its Chief Executive Officer consulting fees for services directly related to continued operations of $0 and $3,000 for the three months ended March 31, 2020 and 2019, respectively.

The Company paid its Chief Financial Officer consulting fees of $25,901 and $31,360 for the three months ended March 31, 2020 and 2019, respectively.

The Company paid to its Secretary consulting fees for services directly related to continued operations of $5,500 and $0 for the three months ended March 31, 2020 and 2019, respectively.

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

XML

Stockholders' Equity - Schedule of Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2020 $ / shares shares
Equity [Abstract]
Number of Options, Outstanding Beginning
Number of Options, Granted	150,000
Number of Options, Exercised	(120,000)
Number of Options, Forfeit/Canceled
Number of Options, Outstanding Ending	30,000
Number of Options, Exercisable Ending	30,000
Weighted Average Exercise Price Outstanding | $ / shares
Weighted Average Exercise Price Options Granted | $ / shares	0.50
Weighted Average Exercise Price Options Exercised | $ / shares	0.50
Weighted Average Exercise Price Options Forfeit/Canceled | $ / shares	0.0
Weighted Average Exercise Price Outstanding | $ / shares	$ 0.50
Weighted Average Remaining Contract Term (Year), Options Granted	9 months
Weighted Average Remaining Contract Term (Year), Options Outstanding, Ending	9 months

XML

Stockholders' Equity

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Stockholders' Equity

NOTE 8 – STOCKHOLDERS’ EQUITY

The Company’s equity at March 31, 2020 consisted of 75,000,000 authorized common shares and 2,000,000 authorized preferred shares, both with a par value of $0.001 per share. As of March 31, 2020, and December 31, 2019, there were 21,384,289 and 20,614,289 shares of common stock issued and outstanding, respectively.

As of March 31, 2020 and December 31, 2019, 28,000 shares of Series A Preferred Stock were issued and outstanding and 1,000 shares of Series B Preferred Stock were issued and outstanding, respectively.

Common Stock Issued for Services

On January 1, 2020, the Company issued 50,000 shares of common stock and 150,000 warrants to be issued for services valued at $50,000 and $186,748, respectively.

Warrant Exercises

On March 12, 2020, the Company received cash proceeds of $10,000 for 20,000 shares of common stock to be issued ina warrant exercise by a third-party investor. As of March 31, 2020 the shares had not been issued and were recorded as stock payable.

Option Exercises 

On January 21, 2020, the Company received cash proceeds of $20,000 for 40,000 shares of common stock to be issued in a warrant exercise by a third-party investor.

On February 26, 2020, the Company received cash proceeds of $20,000 for 40,000 shares of common stock to be issued in a warrant exercise by a third-party investor.

On February 28, 2020, the Company received cash proceeds of $20,000 for 40,000 shares of common stock to be issued in a warrant exercise by a third-party investor.

On March 2, 2020, the Company received cash proceeds of $8,808 for 17,615 shares of common stock to be issued in a warrant exercise by a third-party investor. As of March 31, 2020 the shares had not been issued and were recorded as stock payable.

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

On October 10, 2019, the Company received cash proceeds of $50,000 for 100,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $50,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $39,282; and plot of land was valued at $10,718. As of March 31, 2020, the shares had not been issued and were recorded as stock payable.

On November 6, 2019, the Company received cash proceeds of $35,080 for 70,160 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $35,080 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $25,258; and plot of land was valued at $9,822. As of March 31, 2020, the shares had not been issued and were recorded as stock payable.

On January 13, 2020, the Company received cash proceeds of $40,000 for 80,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached two (2) plots of land. The total cash proceeds of $40,000 was allocated based upon the relative fair value of the shares and two (2) promised plots of land in the following amounts: shares were valued at $23,780; and plot of land was valued at $16,220. As of March 31, 2020, the shares had not been issued and were recorded as stock payable.

On January 24, 2020, the Company received cash proceeds of $25,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $16,174; and plot of land was valued at $8,826. As of March 31, 2020, the shares had not been issued and were recorded as stock payable.

On March 25, 2020, the Company received cash proceeds of $25,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $16,174; and plot of land was valued at $8,826. As of March 31, 2020, the shares had not been issued and were recorded as stock payable.

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 which provides consulting services on project development, in exchange for services. Grupo Valcas is master planner and real estate development firm owned by the Valdes family. Roberto Valdes, the Company President and Chief Executive Officer, was a minority owner of Valcas until December 2018 when he left the family company to focus 100% on International Land Alliance. 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 March 31, 2020 and December 31, 2019, 28,000 shares of Series A Preferred Stock were issued and outstanding.

Warrants

A summary of the Company’s warrant activity during the three months ended March 31, 2020 is presented below:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Year)
Outstanding at December 31, 2019		50,000		$	0.50		1.25
Granted		150,000			0.50		1.76
Exercised		(20,000	)		0.0		-
Forfeit/Canceled		-			0.0		-
Outstanding at March 31, 2020		180,000		$	0.50		3.01
Exercisable at March 31, 2020		180,000

At March 31, 2020, 200,000 warrants were exercisable into common stock. The exercise price of outstanding warrants for common stock was $0.50 per warrant, and the term of exercise of the outstanding warrants was two years from the date of issuance. The aggregate intrinsic value as of March 31, 2020 and December 31, 2019 was approximately $39,600 and $40,000, respectively.

Options

A summary of the Company’s stock option activity during the three months ended March 31, 2020 is presented below:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Year)
Outstanding at December 31, 2019		-		$	-		-
Granted		150,000			0.50		0.75
Exercised		(120,000	)		0.50		-
Forfeit/Canceled		-			0.0		-
Outstanding at March 31, 2020		30,000		$	0.50		0.75
Exercisable at March 31, 2020		30,000

On January 31, 2020, the Company granted 150,000 stock options for services valued at $173,951. The exercise price of outstanding warrants for common stock was $0.50 per warrant, and the term of exercise of the outstanding warrants was one year from the date of grant. During the three months ended March 31, 2020, 120,000 option were exercised for $60,000. The aggregate intrinsic value of the remaining options as of March 31, 2020 , was approximately $6,600.

XML

Land and Building

3 Months Ended

Mar. 31, 2020

Property, Plant and Equipment [Abstract]

Land and Building

NOTE 4 – LAND AND BUILDING

Land and buildings, net as of March 31, 2020 and December 31, 2019:

	Useful life	March 31, 2020			December 31, 2019
Land – Emerald Grove		$	271,225		$	271,225
Land held for sale		$	647,399		$	647,399
Construction in process		$	250,000		$	250,000
Building – Emerald Grove	20 years		917,496			917,496
Less: Accumulated depreciation			(48,113	)		(36,707	)
Building, net		$	869,383		$	880,789

Depreciation expense was $11,406 and $3,923 for the three months ended March 31, 2020 and 2019, respectively.

XML

Notes Payable (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Schedule of Notes Payable

	March 31, 2020			December 31, 2019
Note payable, due August 2020	$	40,828		$	46,660
Note payable, 10% interest, due March 2020		1,500			1,500
Note payable, secured, 10% interest, due October 2021		975,000			975,000
Note payable, 10% interest, due June 2020		402,453			432,453
Note payable, 15% interest, due December 2020		50,000			50,000
Note payable, 15% interest, due December 2020		50,000			50,000
Note payable, 15% interest, due December 2020		100,000			100,000
Note payable, 15% interest, due December 2020		100,000			100,000
Note payable, 15% interest, due December 2020		20,000			20,000
Note payable, 15% interest, due December 2020		25,000			25,000
Note payable, 13% interest, due December 2021		129,000			129,000
Total Notes Payable	$	1,893,781		$	1,929,613
Less discounts		(58,635	)		(99,667	)
Total Notes Payable		1,835,146			1,829,946
Less current portion		(754,361	)		(753,009	)
Total Notes Payable - long term	$	1,080,785		$	1,076,937

XML

Subsequent Events (Details Narrative) - USD ($)		2 Months Ended	3 Months Ended
	Apr. 01, 2020	May 20, 2020	Mar. 31, 2020
Issuance shares of common stock, value			$ 120,668
Subsequent Event [Member]
Number of common stock issued, shares		250,160
Issuance shares of common stock, value		$ 107,294
Subsequent Event [Member] | Third-Party Investor [Member]
Number of common stock issued, shares	50,000
Issuance shares of common stock, value	$ 25,000
Subsequent Event [Member] | Third-Party Investor [Member] | Plot of Land [Member]
Issuance shares of common stock, value	16,174
Cash proceeds from issuance of common stock	25,000
Proceeds from plot of land	$ 8,826

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Revenues, net	$ 15,083
Cost of revenues
Gross profit	15,083
Operating expenses
Sales and marketing	358,599
General and administrative expenses	406,115	180,914
Total operating expenses	764,714	180,914
Loss from operations	(749,631)	(180,914)
Other income (expense)
Interest expense, net	(96,502)	(53,604)
Total other income (expense)	(96,502)	(53,604)
Net loss	$ (846,133)	$ (234,518)
Loss per common share - basic and diluted	$ (0.04)	$ (0.01)
Weighted average common shares outstanding - basic and diluted	20,629,440	15,940,679

XML

Notes Payable (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Debt Disclosure [Abstract]
Interest expense	$ 97,151	$ 53,604

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company maintains its accounting records on an accrual basis in accordance with GAAP. These consolidated financial statements are presented in United States dollars. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, ILA Fund I, LLC (the “ILA Fund”), a company incorporated in the State of Wyoming and International Land Alliance, S.A. de C.V., a company incorporated in Mexico (“ILA Mexico”); the Company has a 100% equity interest in ILA Mexico. ILA Fund includes cash as its only assets with minimal expenses as of March 31, 2020. The sole purpose of this entity is strategic funding for the operations of the Company. ILA Mexico has lots held for sale for the Oasis Park Resort, no liabilities, and minimal expenses as of March 31, 2020. All intercompany balances and transactions are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management regularly evaluates estimates and assumptions related to the valuation of assets and liabilities. Management bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from managements 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 did not have any cash equivalents as of March 31, 2020 and 2019, respectively.

Fair value of Financial Instruments and Fair Value Measurements

Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

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

As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date.

The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of any balance sheet date presented or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities.

Cost Capitalization

The cost of buildings and improvements includes the purchase price of the property, legal fees, and other acquisition costs. Costs directly related to planning, developing, initial leasing and constructing a property are capitalized and classified as Buildings in the Consolidated Balance Sheets. Capitalized development costs include interest, property taxes, insurance, and other direct project costs incurred during the period of development are also capitalized.

A variety of costs are incurred in the acquisition, development and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. Our capitalization policy on development properties is guided by ASC 835-20 Interest – Capitalization of Interest and ASC 970 Real Estate - General. The costs of land and buildings under development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We consider a construction project as substantially completed and held available for occupancy or sale upon the receipt of certificates of occupancy, but no later than one year from cessation of major construction activity. We cease capitalization on the portion (1) substantially completed and (2) occupied or held available for occupancy, and we capitalize only those costs associated with the portion under construction.

Land Held for Sale

The Company considers properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) the property is available for immediate sale in its present condition and (3) the property is actively being marketed for sale at a price that is reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its’ carrying value or its estimated net realizable value.

Land and Buildings

Land and buildings are stated at cost. Depreciation is provided by the use of the straight-line and accelerated methods for financial and tax reporting purposes, respectively, over the estimated useful lives of the assets. Buildings will have an estimated useful life of 20 years. Land is an indefinite lived asset that is stated at fair value at date of acquisition.

Revenue Recognition

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

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

The Company reviewed all agreements at the date of initial application and elected to use the modified retrospective transition method, where the cumulative effect of the initial application is recognized as an adjustment to opening retained earnings at January 1, 2018. Considering there was no revenue in prior periods, the adoption of the new revenue recognition guidance had no transition impact.

The Company determines revenue recognition through the following steps:

● identification of the agreement, or agreements, with a buyer and/or investor;

● identification of the performance obligations in the agreement for the sale of lots including delivering title to the property being acquired from ILA;

● determination of the transaction price;

● allocation of the transaction price to the lots purchased when issued with equity or warrants to purchase equity in the Company; and

● recognition of revenue when, or as, we satisfy a performance obligation such as delivering title to lots purchased.

Revenue is measured based on considerations specified in the agreements with our customers. A contract exists when it becomes a legally enforceable agreement with a customer. The contract is based on either the acceptance of standard terms and conditions as stated in our agreement of lot sales or the execution of terms and conditions contracts with third parties and investors. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration was historically paid prior to transfer of title as stated above and in future land sales, the Company plans to transfer title to buyers at the time consideration has been transferred if the acquisition of the property has been completed by the Company. The Company applies judgment in determining the customer’s ability and intention to pay, however collection risk is mitigated through collecting payment in advance or through escrow arrangements. A performance obligation is a promise in a contract or agreement to transfer a distinct product or item to the customer, which for us is transfer of title to our buyers. Performance obligations promised in a contract are identified based on the property that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the property is separately identifiable from other promises in the contract. We have concluded the sale of property and delivering title is accounted for as the single performance obligation.

The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which we will be entitled to receive in exchange for transferring title to the customer.

The Company recognizes revenue when it satisfies a performance obligation in a contract by transferring control over property to a customer when land title is legally transferred by the Company. The Company’s principal activities in the real estate development industry which it generates its revenues is the sale of developed and undeveloped land.

Stock-Based Compensation and Services

The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. The Company has elected to use the simplified method described in the Securities and Exchange Commission Staff Accounting Bulletin Topic 14C to estimate the expected term of employee stock options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The value of restricted stock awards is determined using the fair value of the Company’s common stock on the date of grant. The Company accounts for forfeitures as they occur. Compensation expense is recognized on a straight-line basis over the requisite service period of the award.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Management makes estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted. Any adjustment to the deferred tax asset valuation allowance would be recorded in the income statement for the periods in which the adjustment is determined to be required. Management does not believe that it has taken any positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next year.

Loss Per Share

The Company computes loss per share in accordance with ASC 260 – Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the consolidated statements of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible notes payable using the if-converted method. Diluted EPS excludes all dilutive potential shares if their effect is antidilutive. During periods of net loss, all common stock equivalents are excluded from the diluted EPS calculation because they are antidilutive.

At March 31, 2020 and December 31, 2019, there were a total 210,000 and 50,000 warrants and options issued and outstanding convertible into common stock, respectively, and all warrants are considered anti-dilutive.

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 March 31, 2020.

XML

Asset Purchase and Title Transfer (Details Narrative)				3 Months Ended
	Jun. 18, 2019 USD ($) a $ / shares shares	Mar. 18, 2019 USD ($)	Jul. 30, 2018 USD ($) a	Mar. 31, 2020 USD ($) a
Area of land acquired | a				20
Repayment of loan financed		$ 605,000
Cash consideration		$ 524,613
Acquisition costs				$ 22,050
Consideration and acquisition cost assets				1,122,050
Number of common stock issued				120,668
Asset held for sales				647,399
Baja Residents Club (BRC) [Member] | Robert Valdes [Member]
Area of land acquired | a	497
Number of common stock issued, shares | shares	7,500,000
Number of common stock issued	$ 750,000
Share issued price per share | $ / shares	$ 0.10
Asset held for sales	$ 670,000
Land [Member]
Consideration and acquisition cost assets				271,225
Buildings [Member]
Consideration and acquisition cost assets				$ 850,826
Useful life of asset				20 years
Jason Sunstein [Member] | Residential Purchase Agreement (RPA) [Member]
Area of land acquired | a			80
Payment for land acquired			$ 1,100,000

XML

Stockholders' Equity - Schedule of Warrants Activity (Details)	3 Months Ended
	Mar. 31, 2020 $ / shares shares
Equity [Abstract]
Number of Warrants, Outstanding Beginning	50,000
Number of Warrants, Granted	150,000
Number of Warrants, Exercised	(20,000)
Number of Warrants, Forfeit/Canceled
Number of Warrants, Outstanding Ending	180,000
Number of Warrants, Exercisable Ending	180,000
Weighted Average Exercise Price Outstanding | $ / shares	$ 0.50
Weighted Average Exercise Price Warrants Granted | $ / shares	0.50
Weighted Average Exercise Price Warrants Exercised | $ / shares	0.0
Weighted Average Exercise Price Forfeit/Canceled | $ / shares	0.0
Weighted Average Exercise Price Outstanding | $ / shares	$ 0.50
Weighted Average Remaining Contract Term (Year), Warrants Outstanding, Beginning	1 year 2 months 30 days
Weighted Average Remaining Contract Term (Year), Warrants Granted	1 year 9 months 3 days
Weighted Average Remaining Contract Term (Year), Warrants outstanding, Ending	3 years 4 days

XML

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The Company maintains its accounting records on an accrual basis in accordance with GAAP. These consolidated financial statements are presented in United States dollars. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein.

Principles of Consolidation

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, ILA Fund I, LLC (the “ILA Fund”), a company incorporated in the State of Wyoming and International Land Alliance, S.A. de C.V., a company incorporated in Mexico (“ILA Mexico”); the Company has a 100% equity interest in ILA Mexico. ILA Fund includes cash as its only assets with minimal expenses as of March 31, 2020. The sole purpose of this entity is strategic funding for the operations of the Company. ILA Mexico has lots held for sale for the Oasis Park Resort, no liabilities, and minimal expenses as of March 31, 2020. All intercompany balances and transactions are eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management regularly evaluates estimates and assumptions related to the valuation of assets and liabilities. Management bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from managements 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

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2020 and 2019, respectively.

Fair Value of Financial Instruments and Fair Value Measurements

Fair value of Financial Instruments and Fair Value Measurements

Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

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

As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date.

The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of any balance sheet date presented or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities.

Cost Capitalization

Cost Capitalization

The cost of buildings and improvements includes the purchase price of the property, legal fees, and other acquisition costs. Costs directly related to planning, developing, initial leasing and constructing a property are capitalized and classified as Buildings in the Consolidated Balance Sheets. Capitalized development costs include interest, property taxes, insurance, and other direct project costs incurred during the period of development are also capitalized.

A variety of costs are incurred in the acquisition, development and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. Our capitalization policy on development properties is guided by ASC 835-20 Interest – Capitalization of Interest and ASC 970 Real Estate - General. The costs of land and buildings under development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We consider a construction project as substantially completed and held available for occupancy or sale upon the receipt of certificates of occupancy, but no later than one year from cessation of major construction activity. We cease capitalization on the portion (1) substantially completed and (2) occupied or held available for occupancy, and we capitalize only those costs associated with the portion under construction.

Land Held for Sale

Land Held for Sale

The Company considers properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) the property is available for immediate sale in its present condition and (3) the property is actively being marketed for sale at a price that is reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its’ carrying value or its estimated net realizable value.

Land and Buildings

Land and Buildings

Land and buildings are stated at cost. Depreciation is provided by the use of the straight-line and accelerated methods for financial and tax reporting purposes, respectively, over the estimated useful lives of the assets. Buildings will have an estimated useful life of 20 years. Land is an indefinite lived asset that is stated at fair value at date of acquisition.

Revenue Recognition

Revenue Recognition

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

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

The Company reviewed all agreements at the date of initial application and elected to use the modified retrospective transition method, where the cumulative effect of the initial application is recognized as an adjustment to opening retained earnings at January 1, 2018. Considering there was no revenue in prior periods, the adoption of the new revenue recognition guidance had no transition impact.

The Company determines revenue recognition through the following steps:

● identification of the agreement, or agreements, with a buyer and/or investor;

● identification of the performance obligations in the agreement for the sale of lots including delivering title to the property being acquired from ILA;

● determination of the transaction price;

● allocation of the transaction price to the lots purchased when issued with equity or warrants to purchase equity in the Company; and

● recognition of revenue when, or as, we satisfy a performance obligation such as delivering title to lots purchased.

Revenue is measured based on considerations specified in the agreements with our customers. A contract exists when it becomes a legally enforceable agreement with a customer. The contract is based on either the acceptance of standard terms and conditions as stated in our agreement of lot sales or the execution of terms and conditions contracts with third parties and investors. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration was historically paid prior to transfer of title as stated above and in future land sales, the Company plans to transfer title to buyers at the time consideration has been transferred if the acquisition of the property has been completed by the Company. The Company applies judgment in determining the customer’s ability and intention to pay, however collection risk is mitigated through collecting payment in advance or through escrow arrangements. A performance obligation is a promise in a contract or agreement to transfer a distinct product or item to the customer, which for us is transfer of title to our buyers. Performance obligations promised in a contract are identified based on the property that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the property is separately identifiable from other promises in the contract. We have concluded the sale of property and delivering title is accounted for as the single performance obligation.

The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which we will be entitled to receive in exchange for transferring title to the customer.

The Company recognizes revenue when it satisfies a performance obligation in a contract by transferring control over property to a customer when land title is legally transferred by the Company. The Company’s principal activities in the real estate development industry which it generates its revenues is the sale of developed and undeveloped land.

Stock-Based Compensation and Services

Stock-Based Compensation and Services

The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. The Company has elected to use the simplified method described in the Securities and Exchange Commission Staff Accounting Bulletin Topic 14C to estimate the expected term of employee stock options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The value of restricted stock awards is determined using the fair value of the Company’s common stock on the date of grant. The Company accounts for forfeitures as they occur. Compensation expense is recognized on a straight-line basis over the requisite service period of the award.

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Management makes estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted. Any adjustment to the deferred tax asset valuation allowance would be recorded in the income statement for the periods in which the adjustment is determined to be required. Management does not believe that it has taken any positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next year.

Loss Per Share

Loss Per Share

The Company computes loss per share in accordance with ASC 260 – Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the consolidated statements of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible notes payable using the if-converted method. Diluted EPS excludes all dilutive potential shares if their effect is antidilutive. During periods of net loss, all common stock equivalents are excluded from the diluted EPS calculation because they are antidilutive.

At March 31, 2020 and December 31, 2019, there were a total 210,000 and 50,000 warrants and options issued and outstanding convertible into common stock, respectively, and all warrants are considered anti-dilutive.

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 March 31, 2020.

XML

Notes Payable

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Notes Payable

NOTE 6 – NOTES PAYABLE

	March 31, 2020			December 31, 2019
Note payable, due August 2020	$	40,828		$	46,660
Note payable, 10% interest, due March 2020		1,500			1,500
Note payable, secured, 10% interest, due October 2021		975,000			975,000
Note payable, 10% interest, due June 2020		402,453			432,453
Note payable, 15% interest, due December 2020		50,000			50,000
Note payable, 15% interest, due December 2020		50,000			50,000
Note payable, 15% interest, due December 2020		100,000			100,000
Note payable, 15% interest, due December 2020		100,000			100,000
Note payable, 15% interest, due December 2020		20,000			20,000
Note payable, 15% interest, due December 2020		25,000			25,000
Note payable, 13% interest, due December 2021		129,000			129,000
Total Notes Payable		1,893,781			1,929,613
Less discounts		(58,635	)		(99,667	)
Total Notes Payable		1,835,146			1,829,946
Less current portion		(754,361	)		(753,009	)
Total Notes Payable - long term	$	1,080,785		$	1,076,937

Interest expense including amortization of the associated debt discount for the three months ended March 31, 2020 and 2019 was $97,151 and $53,604, respectively.

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash Flows from Operating Activities
Net loss	$ (846,133)	$ (234,518)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation for services	410,699
Depreciation and amortization	11,406	3,923
Amortization of debt discount	41,033	488
Changes in assets and liabilities
Increase in prepaid expenses and other current assets	(170,561)
Increase in accounts payable and accrued liabilities	213,133	52,746
Increase in non-current assets	(10,540)
Increase in contract liability and deposits	16,832
Net cash used in operating activities	(334,131)	(177,361)
Cash Flows from investing  activities
Asset acquisition		(517,051)
Net cash used in investing activities		(517,051)
Cash Flows from Financing Activities
Common stock, warrants and options sold for cash	78,808	56,000
Stock,  land, and warrants for cash, net	120,668	42,500
Cash payments on promissory notes	(35,833)	(3,779)
Cash proceeds from promissory notes		710,000
Net cash from financing activities	163,643	804,721
Net (decrease) increase in Cash	(170,488)	110,309
Cash, beginning of period	172,526	971
Cash, end of period	2,038	111,280
Supplemental disclosure of cash flow information
Cash paid for interest	42,284	2,353
Cash paid for tax

XML

Notes Payable - Schedule of Notes Payable (Details) (Parenthetical)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Notes Payable One [Member]
Debt instrument maturity date	Aug. 31, 2020	Aug. 31, 2020
Notes Payable Two [Member]
Debt instrument maturity date	Mar. 31, 2020	Mar. 31, 2020
Debt instrument interest rate	10.00%	10.00%
Notes Payable Three [Member]
Debt instrument maturity date	Oct. 31, 2021	Oct. 31, 2021
Debt instrument interest rate	10.00%	10.00%
Notes Payable Four [Member]
Debt instrument maturity date	Jun. 30, 2020	Jun. 30, 2020
Debt instrument interest rate	10.00%	10.00%
Notes Payable Five [Member]
Debt instrument maturity date	Dec. 31, 2020	Dec. 31, 2020
Debt instrument interest rate	15.00%	15.00%
Notes Payable Six [Member]
Debt instrument maturity date	Dec. 31, 2020	Dec. 31, 2020
Debt instrument interest rate	15.00%	15.00%
Notes Payable Seven [Member]
Debt instrument maturity date	Dec. 31, 2020	Dec. 31, 2020
Debt instrument interest rate	15.00%	15.00%
Notes Payable Eight [Member]
Debt instrument maturity date	Dec. 31, 2020	Dec. 31, 2020
Debt instrument interest rate	15.00%	15.00%
Notes Payable Nine [Member]
Debt instrument maturity date	Dec. 31, 2020	Dec. 31, 2020
Debt instrument interest rate	15.00%	15.00%
Notes Payable Ten [Member]
Debt instrument maturity date	Dec. 31, 2020	Dec. 31, 2020
Debt instrument interest rate	15.00%	15.00%
Notes Payable Eleven [Member]
Debt instrument maturity date	Dec. 31, 2021	Dec. 31, 2021
Debt instrument interest rate	13.00%	13.00%

XML

Consolidated Balance Sheets - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 2,038	$ 172,526
Prepaid expenses and other current assets	170,561
Total current assets	172,599	172,526
Land	271,225	271,225
Land held for sale	647,399	647,399
Buildings, net	869,383	880,789
Construction in process	250,000	250,000
Other non-current assets	21,080	10,540
Total assets	2,231,686	2,232,479
Current liabilities
Accounts payable and accrued liabilities	313,292	100,159
Contract liability	54,412	50,000
Deposits	95,000	82,580
Promissory notes, net	754,361	753,009
Total current liabilities	1,217,065	985,748
Promissory notes, net of current portion	1,080,785	1,076,937
Total liabilities	2,297,850	2,062,685
Temporary equity	293,500	293,500
Stockholders' deficit
Common stock $0.001 par value; 75,000,000 shares authorized; 21,384,289 and 20,614,289 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	20,785	20,615
Additional paid-in capital	7,173,279	6,702,750
Stock payable	267,334	127,858
Accumulated deficit	(7,821,091)	(6,974,958)
Total stockholders' equity (deficit)	(359,664)	(123,706)
Total liabilities and stockholders' deficit	2,231,686	2,232,479
Series A Preferred Stock [Member]
Stockholders' deficit
Preferred stock, value	28	28
Series B Preferred Stock [Member]
Stockholders' deficit
Preferred stock, value	$ 1	$ 1

XML

Land and Building - Schedule of Land and Building (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Less: Accumulated depreciation	$ (48,113)	$ (36,707)
Land and buildings, net	$ 869,383	880,789
Building - Emerald Grove [Member]
Useful life of asset	20 years
Land and buildings, gross	$ 917,496	917,496
Land - Emerald Grove [Member]
Land and buildings, gross	271,225	271,225
Land Held for Sale [Member]
Land and buildings, gross	647,399	647,399
Construction in Process [Member]
Land and buildings, gross	$ 250,000	$ 250,000

XML

Nature of Operations and Going Concern (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital	$ 1,044,466
Net loss	(846,133)	$ (234,518)
Accumulated deficit	(7,821,091)		$ (6,974,958)
Net cash used in operating activities	$ (334,131)	$ (177,361)

XML

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Chief Executive Officer [Member]
Consulting fees	$ 0	$ 3,000
Chief Financial Officer [Member]
Consulting fees	25,901	31,360
Secretary [Member]
Consulting fees	$ 5,500	$ 0

XML

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019
Cash equivalents
Total warrants and option issued and outstanding convertible into common stock	210,000	50,000
Buildings [Member]
Property and equipment estimated useful life	20 years
ILA Fund I, LLC [Member]
Equity interest percentage	100.00%

XML

Nature of Operations and Going Concern

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations and Going Concern

NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN

Nature of Operations

International Land Alliance, Inc. (the “Company”) was incorporated under the laws of the State of Wyoming on September 26, 2013 (inception). The Company is a residential land development company with target properties located in the Baja California, Norte region of Mexico and southern California. The Company’s principal activities are purchasing properties, obtaining zoning and other entitlements required to subdivide the properties into residential and commercial building plots, securing financing for the purchase of the plots, improving the properties infrastructure and amenities, and selling the plots to homebuyers, retirees, investors and commercial developers.

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

The unaudited financial statements herein have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The accompanying interim unaudited financial statements have been prepared under the presumption that users of the interim financial information have either read or have access to the audited financial statements for the latest year ended December 31, 2019. Accordingly, note disclosures which would substantially duplicate the disclosures contained in the December 31, 2019 audited financial statements have been omitted from these interim unaudited financial statements.

Certain information and note disclosures included in the financial statements prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP” or “GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020, are not necessarily indicative of the results that may be expected for the year ended December 31, 2020. For further information, refer to the audited financial statements and notes for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 14, 2020.

Going Concern

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements were available to be issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has faced significant liquidity shortages as shown in the accompanying financial statements. As of March 31, 2020, the Company’s current liabilities exceeded its current assets by $1,044,466. The Company has recorded a net loss of $846,133 for the quarter ended March 31, 2020 and has an accumulated deficit of $7,821,091 as of March 31, 2020. Net cash used in operating activities for the quarter ended March 31, 2020 was $334,131. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company’s capital resources will significantly improve if its plots of land gain wider market recognition and acceptance resulting in increased plot sales. If the Company is not successful with its marketing efforts to increase sales and weak demand for purchase of plots continues, the Company will continue to experience a shortfall in cash and it will be necessary to further reduce its operating expenses in a manner or obtain funds through equity or debt financing in sufficient amounts to avoid the need to curtail its future operations subsequent to December 31, 2019. Given the liquidity and credit constraints in the markets caused by the current economic environment amidst the COVID-19 pandemic, the business may suffer, should the credit markets not improve in the near future. The direct impact of these conditions is not fully known. This could include construction delays or abilities of our customers to obtain sufficient funding to close on sales. We have seen continued interest in our properties with 2 sale closing subsequent to March 31, 2020, with 3 more signed awaiting payment. We have been approved by 2 mortgage companies to provide financing for our customers. However, there can be no assurance that the Company would be able to secure additional funds if needed and that if such funds were available on commercially reasonable terms or in the necessary amounts, and whether the terms or conditions would be acceptable to the Company. In such case, the reduction in operating expenses might need to be substantial in order for the Company to generate positive cash flow to sustain the operations of the Company. (See Note 9 regarding subsequent events.)

XML

Commitments and Contingencies (Details Narrative)									3 Months Ended
	Mar. 25, 2020 USD ($)	Jan. 24, 2020 USD ($)	Jan. 13, 2020 USD ($)	Jan. 02, 2020 shares	Nov. 06, 2019 USD ($) shares	Oct. 10, 2019 USD ($)	Oct. 07, 2019 USD ($) shares	Sep. 25, 2019 USD ($)	Mar. 31, 2020 USD ($) a shares	Oct. 01, 2026 USD ($)	Dec. 31, 2019 USD ($)	Dec. 23, 2019 USD ($)	Sep. 30, 2019 USD ($) a	Mar. 31, 2019 USD ($)
Commitment to purchase of land									There is one remaining land project consisting of 20 acres to be acquired and developed into Valle Divino resort in Ensenada, which 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. As of March 31, 2020, the Company has entered into five contracts for deed agreements to sell 6 lots of land.
Area of land acquired | a									20
Contract liability									$ 54,412		$ 50,000
Number of common stock issued									$ 120,668
Third-Party Investor [Member]
Purchase price of land	$ 25,000	$ 25,000	$ 40,000
Number of common stock shares issued for services | shares					70,160
Lease payment received					$ 10,000
Proceeds from issuance of common stock	25,000	25,000	40,000		35,080	$ 50,000
Number of common stock issued	16,174	16,174	23,780		25,258	39,282
Proceeds from plot of land	$ 8,826	$ 8,826	$ 16,220		9,822	10,718
Common Stock [Member]
Number of common stock shares issued for services | shares				50,000					50,000
Number of common stock issued
Land Purchase Agreement [Member]
Commitment to purchase of land								Pursuant to the terms of the Agreement, the total purchase price is $1,000,000, payable in a combination of preferred stock ($600,000); common stock ($250,000/250,000 common shares at $1.00/share); a promissory note ($150,000); and an initial construction budget of $150,000 payable upon closing. A recent appraisal valued the land "as is" for $1,150,000. The closing is subject to obtaining the necessary approval by the City of Ensenada and transfer of title, which includes the formation of a wholly owned Mexican subsidiary. As of March 31, 2020, the agreement has not closed
Purchase price of land								$ 1,000,000
Initial construction budget of land								150,000
Appraisal value of land								1,150,000
Land Purchase Agreement [Member] | Promissory Note [Member]
Purchase price of land								150,000
Land Purchase Agreement [Member] | Preferred Stock [Member]
Purchase price of land								600,000
Land Purchase Agreement [Member] | Common Stock [Member]
Purchase price of land								$ 250,000
Contract for Deed Agreement [Member]
Purchase price of land					$ 35,080		$ 50,000					$ 9,580	$ 630,000
Balance of balloon payment										$ 63,000
Payments on interest									3,780
Additional payment received									32,000
Contract liability									95,000
Lease income									10,540
Number of common stock shares issued for services | shares							100,000
Lease payment received						$ 25,000
Proceeds from issuance of common stock							$ 50,000
Number of common stock issued							39,282
Proceeds from plot of land							$ 10,718
Contract for Deed Agreement [Member] | ASC 606 [Member]
Proceeds from plot of land									10,718
Contract for Deed Agreement [Member] | IntegraGreen [Member]
Area of land acquired | a													20
Employment Agreement [Member] | CEO [Member]
Base salary									120,000
Accrued payroll expense									30,000					$ 0
Employment Agreement [Member] | Chief Financial Officer [Member]
Base salary									120,000
Accrued payroll expense									30,000					0
Employment Agreement [Member] | Secretary [Member]
Base salary									80,000
Accrued payroll expense									$ 20,000					$ 0

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,000,000	2,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	21,384,289	20,614,289
Common stock, shares outstanding	21,384,289	20,614,289
Series A Preferred Stock [Member]
Preferred stock, shares issued	28,000	28,000
Preferred stock, shares outstanding	28,000	28,000
Series B Preferred Stock [Member]
Preferred stock, shares issued	1,000	1,000
Preferred stock, shares outstanding	1,000	1,000

XML

Stockholders' Equity (Details Narrative) - USD ($)													1 Months Ended	3 Months Ended
	Mar. 25, 2020	Mar. 12, 2020	Mar. 02, 2020	Feb. 28, 2020	Feb. 26, 2020	Jan. 24, 2020	Jan. 21, 2020	Jan. 13, 2020	Jan. 02, 2020	Nov. 06, 2019	Oct. 10, 2019	Oct. 01, 2013	Jan. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Common stock shares authorized														75,000,000	75,000,000
Preferred stock shares authorized														2,000,000	2,000,000
Common stock par value														$ 0.001	$ 0.001
Preferred stock par value														$ 0.001	$ 0.001
Common stock, shares issued														21,384,289	20,614,289
Common stock, shares outstanding														21,384,289	20,614,289
Number of common stock value issued for services														$ 236,748
Number of common stock issued														120,668
Aggregate intrinsic value														$ 39,600	$ 40,000
Third-Party Investor [Member]
Number of common stock shares issued for services										70,160
Proceeds from issuance of common stock	$ 25,000					$ 25,000		$ 40,000		$ 35,080	$ 50,000
Number of common stock issued, shares	50,000					50,000		80,000		70,160	100,000
Total value of consideration issued	$ 25,000					$ 25,000		$ 40,000		$ 35,080	$ 50,000
Number of common stock issued	16,174					16,174		23,780		25,258	39,282
Proceeds from plot of land	$ 8,826					$ 8,826		$ 16,220		$ 9,822	$ 10,718
Common Stock [Member]
Number of common stock shares issued for services									50,000					50,000
Number of common stock value issued for services									$ 50,000					$ 50
Number of common stock issued, shares
Number of common stock issued
Warrant [Member]
Number of common stock shares issued for services									150,000
Number of common stock value issued for services									$ 186,748
Warrant [Member]
Number of warrants exercisable														200,000
Warrant exercise price														$ 0.50
Warrant term														2 years
Warrant [Member] | Third-Party Investor [Member]
Proceeds from issuance of warrant		$ 10,000	$ 8,808	$ 20,000	$ 20,000		$ 20,000
Number of warrants exercisable		20,000	17,615	40,000	40,000		40,000
Stock Option [Member]
Number of common stock shares issued for services													150,000
Number of common stock value issued for services													$ 173,951	$ 60,000
Warrant exercise price														$ 0.50
Warrant term														1 year
Aggregate intrinsic value														$ 6,600
Number of options, exercised														120,000
Series A Preferred Stock [Member]
Preferred stock, shares issued														28,000	28,000
Preferred stock, shares outstanding														28,000	28,000
Series A Preferred Stock [Member] | Grupo Valcas [Member]
Preferred stock shares authorized												28,000
Preferred stock, shares issued												28,000
Preferred stock voting rights												The 28,000 shares grant the holder to have the right to vote on all shareholder matters equal to 100 votes per share.
Stock based compensation granted, value												$ 2,260,496
Series B Preferred Stock [Member]
Preferred stock, shares issued														1,000	1,000
Preferred stock, shares outstanding														1,000	1,000

XML

Land and Building (Tables)

3 Months Ended

Mar. 31, 2020

Property, Plant and Equipment [Abstract]

Schedule of Land and Building

Land and buildings, net as of March 31, 2020 and December 31, 2019:

	Useful life	March 31, 2020			December 31, 2019
Land – Emerald Grove		$	271,225		$	271,225
Land held for sale		$	647,399		$	647,399
Construction in process		$	250,000		$	250,000
Building – Emerald Grove	20 years		917,496			917,496
Less: Accumulated depreciation			(48,113	)		(36,707	)
Building, net		$	869,383		$	880,789

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Commitment to Purchase Land

There is one remaining land project consisting of 20 acres to be acquired and developed into Valle Divino resort in Ensenada, which 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. As of March 31, 2020, the Company has entered into five contracts for deed agreements to sell 6 lots of land.

Land purchase- Costa Bajamar

On September 25, 2019, the Company, entered into a definitive Land Purchase Agreement with Valdeland, S.A. de C.V., a Company controlled by its CEO Roberto Valdes, to acquire approximately one acre of land with plans and permits to build 34 units at the Bajamar Ocean Front Golf Resort located in Ensenada, Baja California. Pursuant to the terms of the Agreement, the total purchase price is $1,000,000, payable in a combination of preferred stock ($600,000); common stock ($250,000/250,000 common shares at $1.00/share); a promissory note ($150,000); and an initial construction budget of $150,000 payable upon closing. A recent appraisal valued the land “as is” for $1,150,000. The closing is subject to obtaining the necessary approval by the City of Ensenada and transfer of title, which includes the formation of a wholly owned Mexican subsidiary. As of March 31, 2020, the agreement has not closed.

Commitment to Sell Land

On September 30, 2019, the Company entered into a contract for deed agreement “Agreement” with IntegraGreen whose principal is also a creditor. Under the agreement, the Company agreed to the sale of 20 acres of vacant land and associated improvements located at the Emerald Grove property in Hemet, California for a total purchase price of $630,000. $63,000 was paid upon execution and the balance is payable in a balloon payment on October 1, 2026 with interest only payments of $3,780 due on the 1st of each month, beginning April 1, 2020. During the duration of the Agreement the Company retains title and is allowed to encumber the property with a mortgage at its discretion: However IntegraGreen has the right to use the property. The Company may also evict IntegraGreen from the premises in the case of default under the agreement.

During the three months ended March 31, 2020, the Company received an additional payment of $32,000. Due to the nature of the Agreement, the Company’s management deemed that there was an embedded lease feature in the agreement in accordance with ASC 842. As a result, the payments received of $95,000 are classified as a deposit. Upon an event of default in which case the payment is non-refundable, the Company no longer has any obligation to provide access to the land. The interest payments will be recognized monthly as lease income. During the three months ended March 31, 2020, the Company recognized $10,540 in lease income.

On October 7, 2019, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 lot of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico and 100,000 shares of common stock for a total purchase price of $50,000. $25,000 was paid upon execution and the balance was paid on October 10, 2019. The total cash proceeds of $50,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $39,282; and plot of land was valued at $10,718.

Due to the nature of the agreement, management deemed that there was a customer contract. As a result, the $10,718 value of the land was classified as a contract liability under ASC 606, and it will be recognized as revenue when the Company fulfills its performance obligations to provide title to the lot.

On November 6, 2019, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 lot of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico and 70,160 shares of common stock for a total purchase price of $35,080. $10,000 was paid upon execution, $9,580 was paid on December 23, 2019, and the balance was paid on February 4, 2020. The total cash proceeds of $35,080 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $25,258; and plot of land was valued at $9,822, which was classified as a contract liability on the balance sheet as of March 31, 2020.

On January 13, 2020, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 2 lots of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico for a total purchase price of $40,000, paid upon execution. The total cash proceeds of $40,000 was allocated based upon the relative fair value of the shares and two (2) promised plots of land in the following amounts: shares were valued at $23,780; and plot of land was valued at $16,220, which was classified as a contract liability on the balance sheet as of March 31, 2020.

On January 24, 2020, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 lot of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico for a total purchase price of $25,000, paid upon execution. The total cash proceeds of $25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $16,174; and plot of land was valued at $8,826, which was classified as a contract liability on the balance sheet as of March 31, 2020.

On March 25, 2020, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 lot of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico for a total purchase price of $25,000, paid upon execution. The total cash proceeds of $25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $16,174; and plot of land was valued at $8,826, which was classified as a contract liability on the balance sheet as of March 31, 2020.

Litigation Costs and Contingencies

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.

Employment Agreements

The Company has an employment agreement with the CEO to perform duties and responsibilities as may be assigned. The base salary is in the amount of $120,000 per annum. Accrued payroll expense for the three months ending March 2020 and 2019 were $30,000 and $0, respectively.

The Company has an employment agreement with the CFO to perform duties and responsibilities as may be assigned. The base salary is in the amount of $120,000 per annum. Accrued payroll expense for the three months ending March 2020 and 2019 were $30,000 and $0, respectively.

The Company has an employment agreement with the Secretary to perform duties and responsibilities as may be assigned. The base salary is in the amount of $80,000 per annum. Accrued payroll expense for the three months ending March 2020 and 2019 were $20,000 and $0, respectively.