Wyoming
|
|
6552
|
|
46-3752361
|
(State or other jurisdiction
of incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
IRS I.D.
|
350 10th Ave
Suite 1000
San Diego, CA 92101
|
|
92101
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Jason Sunstein
350 10th Ave
Suite 1000
San Diego, CA 92101
(877) 661-4811
|
(Name, address and telephone number of agent for service)
|
with copies to:
|
William T. Hart
Hart & Hart, LLC
1624 Washington Street
Denver, CO 80203
(303) 839-0061
harttrinen@aol.com
|
Large accelerated filer
|
☐
|
Accelerated Filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☒
|
Title of each class of securities to be registered
|
Amount to be registered
[2]
|
Proposed maximum offering price per share
|
Proposed maximum aggregate offering price
(1)
|
Amount of registration fee
[3]
|
||||||||||||
Common Stock, $0.001 par value | 2,710,000 | $ | 0.50 | $ | 1,355,000 | $ | 136.45 |
(1)
|
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended.
|
|
(2)
|
This registration statement includes the resale by our selling shareholders of up to 710,000 shares of Common Stock previously issued to such selling shareholders.
|
|
(3)
|
This fee is calculated by multiplying the aggregate offering amount by .0001007
|
5 | |
5 | |
8 | |
21 | |
22 | |
23 | |
23 | |
27 | |
32 | |
35 | |
36 | |
37 | |
39 | |
42 | |
F-1 |
Organization:
|
We were incorporated under the laws of the State of Wyoming on September 26, 2013. Our principal office is located at 350 10
th
Ave., Suite 1000, San Diego, CA 92101 and our Mexico subsidiary operations are located at Calle Escuadron 201 #3110-7 Zona Rio, Tijuana, B.C., Mexico. Our telephone number is (877) 661-4811.
We are currently focusing on the development, construction and marketing of the properties owned through our wholly-owned subsidiary, International Land Alliance, S.A. de C.V., a Mexican corporation. These properties consist of the 497-acre, 1,344 lot Oasis Park Resort in Baja California, the 20 acre, 123 lot Valle Divino project in Ensenada, Baja California and Las Estrellas Vineyard Resort project in Rancho Tecate.
|
Going Concern:
|
Our independent auditor has expressed substantial doubt about our ability to continue as a going concern given our lack of operating history and the fact to date have had no significant revenues. Potential investors should be aware that there are difficulties associated with being a new venture, and the high rate of failure associated with this fact. We had an accumulated deficit at June 30, 2016 and have had no significant revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations from our operations. These factors raise substantial doubt that we will be able to continue as a going concern. |
Offering Price:
|
The Company and selling shareholders intend to offer our common stock at $0.50 per share. The shareholders may, if at such time our shares become quoted on the OTCQB, sell their shares at prevailing market prices or in privately negotiated transactions.
|
No. of Shares Outstanding:
|
As of the date of this Prospectus, there are 10,049,145 shares of the Company's common stock issued and outstanding. There are 28,000 shares of the Company's preferred stock issued and outstanding. Each share of preferred stock is convertible into 100 shares of the Company's common stock.
|
Termination of the Offering:
|
The offering will terminate on the sooner of August 31, 2017 or when all 2,000,000 shares we are offering are sold.
|
|
|
Market for our Common Stock:
|
Our common stock is not listed for trading on any exchange or automated quotation system. We intend, upon the
effectiveness of the registration statement of which this prospectus is a part, to engage a market maker to apply for quotation on the OTCQB . There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (FINRA), which operates the OTCQB; nor can there be any assurance that such an application for quotation will be approved.
|
Penny Stock Regulation:
|
The liquidity of our common stock is restricted as the registrant's common stock falls within the definition of a penny stock. These requirements may restrict the ability of broker/dealers to sell the registrant's common stock, and may affect the ability to resell the registrant's common stock.
|
Best Efforts Offering:
|
We are offering our common stock on a "best efforts" basis through our Chief Executive Officer, who will not receive any discounts or commissions for selling the shares. There is no minimum number of shares that must be sold in order to close this offering.
|
Use of Proceeds:
|
We will use the proceeds of this offering to first cover administrative expenses in connection with this offering. We plan to use the remaining proceeds, if any, to further our business plan and continue the development and marketing of our Oasis Park, Valle Divino and Las Estrellas Vineyard Resort projects. We retain wide discretion with respect to the proceeds of this offering.
|
●
|
develop and identify new prospective purchasers of our real estate
|
|
●
|
compete with larger, more established competitors in the real estate development industry;
|
|
●
|
maintain and enhance our brand recognition; and
|
|
●
|
adapt to meet changes in our markets and competitive developments.
|
● |
development projects in which we have invested may be abandoned and the related investment will be impaired;
|
|
●
|
we may not be able to obtain, or may experience delays in obtaining, all necessary zoning, land-use, building, occupancy and other governmental permits and authorizations;
|
|
●
|
we may not be able to obtain land on which to develop;
|
|
●
|
we may not be able to obtain financing for development projects, or obtain financing on favorable terms;
|
|
●
|
construction costs of a project may exceed the original estimates or construction may not be concluded on schedule, making the project less profitable than originally estimated or not profitable at all (including the possibility of contract default, the effects of local weather conditions, the possibility of local or national strikes and the possibility of shortages in materials, building supplies or energy and fuel for equipment);
|
|
● |
upon completion of construction, we may not be able to obtain, or obtain on advantageous terms, permanent financing for activities that we financed through construction loans; and
|
|
● |
we may not achieve sufficient occupancy levels and/or obtain sufficient rents to ensure the profitability of a completed project.
|
●
|
A requirement to have only two years of audited financial statements and only two years of related Management's Discussion and Analysis included in an initial public offering registration statement;
|
|
●
|
an exemption to provide less than five years of selected financial data in an initial public offering registration statement;
|
|
●
|
an exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal controls over financial reporting;
|
●
|
an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;
|
|
●
|
an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; an
|
|
●
|
reduced disclosure about the emerging growth company's executive compensation arrangements
|
●
|
the first fiscal year following the fifth anniversary of this offering,
|
|
●
|
the first fiscal year after our annual gross revenues are $1 billion or more,
|
|
●
|
the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or
|
|
●
|
as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.
|
●
|
Increase our online sales and marketing activities; and
|
|
●
|
Fund our real estate development projects, including payment of formal subdivision and title insurance, permitting, easement fees, initial infrastructure costs, and engineering costs.
|
●
|
for general administrative expenses, including legal and accounting fees and administrative support expenses incurred in connection with our reporting obligations with the SEC;
|
|
●
|
for developing our advertising and marketing campaign; and
|
|
●
|
for salaries for our Chief Executive Officer and the hiring of additional full-time employees.
|
●
|
Our limited operating history;
|
|
●
|
Our financial conditions and prospects;
|
|
●
|
The general condition of the securities market , including the history and prospects for the industry in which we compete;
|
|
●
|
Our current capital structure.
|
Shares outstanding at June 30, 2016
|
10,049,150
|
10,049,150
|
10,049,150
|
|||||||||
Shares sold in this offering
|
500,000
|
1,000,000
|
2,000,000
|
|||||||||
Shares outstanding after offering
|
10,549,159
|
11,049,150
|
12,049,150
|
|||||||||
Net tangible book value per share as of June 30, 2016
|
||||||||||||
$
|
0.08
|
$
|
0.08
|
$
|
0.08
|
|||||||
Public offering price per share
|
$
|
0.50
|
$
|
0.50
|
$ | 0.50 | ||||||
As adjusted net tangible book value per share after this Offering
|
||||||||||||
$
|
0.11
|
$
|
0.12
|
$
|
0.16
|
|||||||
Dilution per share to investors in this Offering
|
||||||||||||
|
$
|
0.39
|
$
|
0.38
|
$
|
0.34
|
||||||
Gain to existing shareholders
|
$
|
0.03
|
$
|
0.04
|
$
|
0.08
|
||||||
Share ownership by investors in this Offering
|
5
|
%
|
9
|
%
|
17
|
%
|
||||||
Share ownership of existing shareholders
|
95
|
%
|
91
|
%
|
83
|
%
|
|
●
|
Conducted market research to identify potential home buyers in the United States, Canada, Europe, and Asia. Developed marketing materials in print media and online;
|
|
●
|
Developed an interactive website for visitors to view condominium and villa options and allow customization; and
|
|
●
|
Constructed our resort entrance and sales and security office for the Oasis Park resort.
|
Activity
|
Estimated Cost
|
||||
Create website search engine optimization and search engine marketing
|
|||||
campaigns. Create online help center with live chat functionality.
|
$
|
10,000
|
|||
Submit a formal subdivision application to local government authority
|
$
|
50,000
|
|||
Complete an environmental impact study
|
$
|
100,000
|
|||
Submit all technical and engineering drawings for review and approval
|
$
|
75,000
|
|||
Have all lots formally created with Tax I.D. numbers, obtain required
|
|||||
construction bonds
|
$
|
50,000
|
|||
Construction of infrastructure including roads, sewer systems, lights
|
|||||
and common areas
|
(1)
|
|
|||
Begin lot sales
|
Commissions only,
|
||||
no cost to Company
|
|||||
Construction of model home
|
$
|
150,000
|
|||
Construction of marina including docks, clubhouse and storage
|
$
|
550,000
|
(1)
|
The Oasis Park Resort is a self-contained, solar powered green community. Power, water and sewage is built in to cost of construction for individual homes, as well as the clubhouse, sales office, security office and model home.
|
Item |
Increase (I) or
Decrease (D)
|
Reason | ||
Sale of Lots
|
D
|
We were focused on construction during 2015 and this resulted in a decrease in lot sales compared to 2014.
|
||
Other Income
|
I
|
We had rental income from a specialized travel agency during 2015.
|
||
Advertising and Marketing
|
D
|
With a focus on construction during 2015, there was a decrease in advertising and marketing
|
Item |
Increase (I) or
Decrease (D)
|
Reason | ||
Sale of Lots
|
I
|
We increased our advertising and marketing expenses which resulted in an increase in lot sales for the period ended June 30, 2016.
|
||
Advertising and
Marketing
|
I
|
With construction operations stabilized, we were able to spend additional resources for advertising and marketing.
|
||
General and Administrative
|
D
|
We continue to monitor and actively work to reduce corporate overhead.
|
● |
the sale price of our lots, compared to the sale price of lots in other resorts in Mexico;
|
● |
the cost to construct a home on our lots, and the quality of the construction;
|
● |
the quality of our amenities; and
|
● |
the global economy and the demand for vacation homes.
|
2014
|
2015
|
|||||||
Cash (used in) provided by operations
|
$
|
(292,860
|
)
|
$
|
(283,645
|
)
|
||
Sale of common stock
|
123,116
|
151,964
|
2015
|
2016
|
|||||||
Cash (used in) provided by operations
|
$
|
(279,734
|
)
|
$
|
(250,237
|
)
|
||
Sale of common stock
|
253,723
|
297,576
|
● |
Credibility, particularly with the local, state and federal governments;
|
● |
With subdivision approval, each lot will be assigned a Tax I.D. number. The issuance of Tax I.D. numbers for each lot allows:
|
§
|
separate taxation for each lot;
|
§
|
the ability to obtain title insurance policies for each lot
|
§
|
a lot to serve as collateral for a buyer that wants to finance the cost of the lot and/or the cost of constructing a building on a lot;
|
§
|
two or more lots to be sold to developers or investors; and
|
§
|
separate billing for Home Owners' Association fees.
|
● |
submit a subdivision application to the local government authority;
|
● |
complete an environmental impact study;
|
● |
submit all technical and engineering drawings for review and approval;
|
● |
have all lots formally created with Tax I.D. Numbers; and
|
● |
obtain required construction bonds.
|
● | better knowledge of local demand; |
● | superior understanding of the entitlement and acquisition process; |
● |
affordable high quality homes and aggressive marketing;
|
● | long term relationships with local regulatory authorities, land owners, designers and contractors; and |
● | faster and less cumbersome financing processes. |
Name
|
Age
|
Position
|
||
Roberto Jesus Valdes
|
48
|
President, Principal Executive Officer and a Director
|
||
Jason Sunstein
|
44
|
VP Finance, Principal Financial and Accounting Officer and a Director
|
||
Lisa Landau
|
53
|
Chief Operations Officer
|
●
|
La Serena Condominiums, Ensenada, 1992-1994
|
|
●
|
La Quinta Bajamar Condominiums, Ensenada, 1994-1996
|
●
|
Oceano at Bajamar residential development, Ensenada, 1996-1998
|
|
●
|
Oceano Diamante residential development, Ensenada, 2000
|
|
●
|
Costa Bajamar condominiums, Ensenada, 2004-2005
|
● |
Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,
|
● |
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),
|
● |
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting her involvement in any type of business, securities or banking activities,
|
● |
Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
|
● |
Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.
|
● |
Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.
|
● |
Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.
|
Name and
Principal
Position
|
Year Ended Dec. 31
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||||||||
Roberto Jesus Valdez, President, Director |
2015
2014
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
|||||||||||||||||||||||||||
Jason Sunstein, VP Finance, Director
|
2015
2014
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
|||||||||||||||||||||||||||
Lisa Landau, Chief Operations Officer
|
2015
2014
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
Name
|
# of Shares of Common Stock
|
Percentage
|
||||||
Roberto Jesus Valdes
|
3,750,000
|
37
|
%
|
|||||
Jason Sunstein
*
|
3,500,000
|
35
|
%
|
|||||
Lisa Landau
|
50,000
|
0.05
|
%
|
|||||
Elizabeth Roemer
|
1,000,000
|
10
|
%
|
|||||
All Exec. Officers and Directors as a group (3 persons)
|
7,300,000
|
73
|
%
|
* |
Jason A. Sunstein Family Investments, LLC is the record holder of these shares. Jason Sunstein controls Jason A. Sunstein Family Investments, LLC.
|
Name
|
Shares
Beneficially Owned Prior to Offering |
Shares to
be Sold |
Amount
Beneficially Owned After Offering |
|||||||||
Laure E. Arnold Spendthrift Trust
(1)
|
30,000
|
10,000
|
0
|
|||||||||
1431491 Alberta Ltd.
(2)
|
100,000
|
100,000
|
0
|
|||||||||
Robert Dittrich
|
200,000
|
200,000
|
0
|
|||||||||
George Kennedy
|
10,000
|
10,000
|
0
|
|||||||||
Kristen Lang
|
10,000
|
10,000
|
0
|
|||||||||
Sandar Rassas
|
10,000
|
10,000
|
0
|
|||||||||
Shaun Sweiger
|
50,000
|
50,000
|
0
|
|||||||||
Lydia van Hove
|
50,000
|
50,000
|
0
|
|||||||||
Moses Van Hove
|
250,000
|
250,000
|
0
|
|||||||||
TOTAL
|
710,000
|
710,000
|
0
|
(1) | Larry Arnold is the Trustee for this Trust. |
(2) | Elizabeth Attfield controls 1431491 Alberta Ltd. |
● |
has had a material relationship with us other than as a shareholder at any time within the past three years; or
|
● |
has ever been one of our officers or directors or an officer or director of our predecessors or affiliates
|
● |
are broker-dealers or affiliated with broker-dealers.
|
-
|
1% of the number of shares of our common stock then outstanding, ; or
|
-
|
The average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
|
-
|
Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;
|
|
-
|
Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;
|
|
|
-
|
Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value, and information regarding the limited market in penny stocks; and
|
|
-
|
Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account.
|
INTERNATIONAL LAND ALLIANCE, INC.
|
||||||||
CONSOLIDATED BALANCE SHEET
|
||||||||
|
December 31,
2014
|
December 31,
2015
|
||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash
|
$
|
903
|
$
|
2,414
|
||||
Accounts Receivable
|
39,203
|
16,161
|
||||||
Prepaid Expense
|
2,660,000
|
2,527,000
|
||||||
Total Current Assets
|
2,700,106
|
2,545,575
|
||||||
Plant, Property and Equipment
|
||||||||
Land
|
847,393
|
846,277
|
||||||
TOTAL ASSETS
|
$
|
3,547,499
|
$
|
3,391,852
|
||||
LIABILITIES & EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accounts Payable
|
$
|
350
|
$
|
--
|
||||
Oasis Park Resort/San Felipe
|
69,500
|
47,000
|
||||||
Total Liabilities
|
69,850
|
47,000
|
||||||
Stockholders' Equity
|
||||||||
Common Stock, 75,000,000 shares authorized,9,445,150
|
9,022
|
9,445
|
||||||
shares issued and outstanding as of December 31, 2015
|
||||||||
(9,021,650 shares at December 31, 2014)
|
||||||||
Preferred Stock, 100,000 shares
|
||||||||
authorized, 28,000 shares issued and outstanding at
|
||||||||
December 31, 2014 and 2015
|
2,800,000
|
2,800,000
|
||||||
Paid In Capital
|
967,479
|
1,117,904
|
||||||
|
||||||||
Total Capital Stock
|
3,776,501
|
3,927,349
|
||||||
Retained Earnings
|
(5,992
|
)
|
(298,852
|
)
|
||||
Net Income /(Loss)
|
(292,860
|
)
|
(283,645
|
)
|
||||
Total Equity
|
3,477,649
|
3,344,852
|
||||||
TOTAL LIABILITIES & EQUITY
|
$
|
3,547,499
|
$
|
3,391,852
|
INTERNATIONAL LAND ALLIANCE, INC.
|
||||||||
CONSOLIDATED STATEMENT OF OPERATIONS
|
||||||||
|
||||||||
Year Ended | ||||||||
|
December 31,
2014
|
December 31,
2015
|
||||||
Revenue
|
||||||||
Sale of Lots
|
$
|
175,000
|
$
|
42,872
|
||||
Cost of Lots
|
(
2,607
|
)
|
(1,116
|
)
|
||||
Gross Profit
|
172,393
|
41,756
|
||||||
Other Income
|
-- |
10,000
|
||||||
Total Revenue
|
172,393
|
51,756
|
||||||
Operating Expenses
|
||||||||
Advertising and Marketing
|
216,037
|
71,066
|
||||||
General & Administrative
|
246,592
|
258,001
|
||||||
Professional Fees
|
2,624
|
6,334
|
||||||
Total Expenses
|
465,253
|
335,401
|
||||||
Net (Loss)
|
$
|
(292,860
|
)
|
$
|
(283,645
|
)
|
||
Net loss per share, basic and diluted
|
$
|
(0.03
|
)
|
$
|
(0.03
|
)
|
||
Weighted average number of common
|
||||||||
shares outstanding
|
8,737,496
|
9,037,483
|
INTERNATIONAL LAND ALLIANCE, INC.
|
||||||||
CONSOLIDATED STATEMENT OF CASH FLOWS
|
||||||||
Year Ended
|
||||||||
|
December 31,
2014
|
December 31,
2015
|
||||||
OPERATING ACTIVITIES
|
||||||||
Net Income (Loss)
|
$
|
(292,860
|
)
|
$
|
(283,645
|
)
|
||
Adjustments to reconcile Net Income
to net cash provided by operations:
|
||||||||
Accounts Receivable
|
(39,203
|
)
|
23,042
|
|||||
Prepaids
|
140,000
|
133,000
|
||||||
Accounts Payable
|
69,850
|
(22,850
|
)
|
|||||
Net cash provided by Operating Activities
|
(122,213
|
)
|
(150,453
|
)
|
||||
INVESTING ACTIVITIES
|
||||||||
Property: Land
|
||||||||
Net cash provided by Investing Activities
|
--
|
--
|
||||||
FINANCING ACTIVITIES
|
||||||||
Additional Paid in Capital
|
114,094
|
151,541
|
||||||
Capital Stock: Common
|
9,022
|
423
|
||||||
Capital Stock: Preferred
|
||||||||
Net cash provided by Financing Activities
|
123,116
|
151,964
|
||||||
Net cash increase for period
|
903
|
1,511
|
||||||
Cash and Cash equivalent at the beginning of the year
|
-
|
903
|
||||||
Cash at end of period
|
$
|
903
|
$
|
2,414
|
INTERNATIONAL LAND ALLIANCE, INC.
|
||||||||||||||||||||||||||||
STATEMENT OF STOCKHOLDERS' EQUITY
|
||||||||||||||||||||||||||||
|
Common Stock
|
Preferred Stock
|
Paid in
Capital
|
Accumulated Deficit | Stockholder's Equity | |||||||||||||||||||||||
|
Shares
|
Amount ($)
|
Shares
|
Amount ($)
|
Amount ($)
|
Amount ($) |
Amount ($)
|
|||||||||||||||||||||
Balances December 31, 2013
|
8,700,000
|
$
|
8,700
|
-
|
-
|
841,300
|
(5,992
|
)
|
$
|
844,008
|
||||||||||||||||||
Private Placement (Common)
|
50,000
|
$
|
50
|
-
|
-
|
19,950
|
$
|
20,000
|
||||||||||||||||||||
Private Placement (Preferred)
|
-
|
-
|
28,000
|
$
|
2,800,000
|
$
|
2,800,000
|
|||||||||||||||||||||
Shares issued for Marketing Services
|
271,650
|
272
|
106,229
|
$
|
106,229
|
|||||||||||||||||||||||
Accumulated Deficit
|
-
|
-
|
-
|
-
|
$
|
-
|
||||||||||||||||||||||
Net Profit (Loss) 12/31/2014
|
-
|
-
|
-
|
-
|
$
|
(292,860
|
)
|
$
|
(292,860
|
)
|
||||||||||||||||||
Balances December 31, 2014
|
9,021,650
|
$
|
9,022
|
28,000
|
$
|
2,800,000
|
$
|
967,479
|
$
|
(298,852
|
)
|
$
|
3,477,649
|
INTERNATIONAL LAND ALLIANCE, INC.
|
||||||||||||||||||||||||||||
STATEMENT OF STOCKHOLDERS' EQUITY
|
||||||||||||||||||||||||||||
|
Common Stock
|
Preferred Stock
|
Paid in
Capital
|
Accumulated Deficit
|
Stockholder's Equity
|
|||||||||||||||||||||||
|
Shares
|
Amount ($)
|
Shares
|
Amount ($)
|
Amount ($)
|
Amount ($) |
Amount ($)
|
|||||||||||||||||||||
Balances December 31, 2014
|
9,021,650
|
$
|
9,022
|
28,000
|
2,800,000
|
$
|
967,479
|
(298,852
|
)
|
3,477,649
|
||||||||||||||||||
Private Placement (Common)
|
373,500
|
$
|
374
|
-
|
-
|
$
|
100,925
|
$
|
101,299
|
|||||||||||||||||||
Private Placement (Preferred)
|
-
|
-
|
-
|
$
|
-
|
$
|
-
|
|||||||||||||||||||||
Shares Issued for Marketing Services
|
50,000
|
50
|
$
|
49,500
|
$
|
49,500
|
||||||||||||||||||||||
Retained Earnings
|
-
|
-
|
-
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||||||||
Net Profit (Loss) 12/31/2015
|
-
|
-
|
-
|
-
|
$
|
(283,645
|
)
|
$
|
(283,645
|
)
|
||||||||||||||||||
Balances December 31, 2015
|
9,445,150
|
$
|
9,445
|
28,000
|
$
|
2,800,000
|
$
|
1,117,904
|
$
|
(582,497
|
)
|
$
|
3,344,852
|
December 31,
2014
|
December 31,
2015
|
|||||||
U.S. Statutory Rate
|
34
|
%
|
34
|
%
|
||||
Less: Valuation Reserve
|
(34
|
)%
|
(34
|
%)
|
||||
Effective Tax Rate
|
-
|
%
|
-
|
%
|
December 31,
2014
|
December 31,
2015
|
|||||||
Net Deferred Tax Asset
|
$
|
-
|
$
|
-
|
||||
Net Operating Income
|
$
|
-
|
$
|
-
|
||||
Deferred Tax Liability
|
$
|
-
|
$
|
-
|
||||
Net Deferred Tax Assets
|
$
|
-
|
$
|
-
|
||||
Less: Valuation Reserve
|
$
|
-
|
$
|
-
|
Year Ended
December 31
|
||||||||
2014
|
2015
|
|||||||
Net Loss Available To Common Shareholders
|
$
|
(292,860
|
)
|
$
|
(283,645
|
)
|
||
Net Loss – Diluted
|
$
|
(292,860
|
)
|
$
|
(283,645
|
)
|
||
Weighted Average Number Of Shares – Basic And Diluted
|
8,737,496
|
9,037,483
|
||||||
Loss Per Shares – Basic
|
$
|
(0.03
|
)
|
$
|
(0.03
|
)
|
||
Loss Per Share – Diluted
|
$
|
(0.03
|
)
|
$
|
(0
.03
|
)
|
INTERNATIONAL LAND ALLIANCE, INC.
|
||||||||
CONSOLIDATED BALANCE SHEET
|
||||||||
|
June 30,
2015
|
June 30,
2016
|
||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash
|
$
|
602
|
$
|
2,753
|
||||
Accounts Receivable
|
37,468
|
16,161
|
||||||
Prepaid Expense
|
2,550,000
|
2,527,000
|
||||||
Total Current Assets
|
2,588,070
|
2,545,914
|
||||||
Plant, Property and Equipment
|
||||||||
Land
|
846,277
|
842,181
|
||||||
TOTAL ASSETS
|
$
|
3,434,347
|
$
|
3,388,095
|
||||
LIABILITIES & EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accounts Payable
|
$
|
350
|
$
|
-
|
||||
Oasis Park Resort/San Felipe
|
52,000
|
- | ||||||
Total Liabilities
|
52,350
|
-
|
||||||
Stockholders' Equity
|
||||||||
Common Stock, 75,000,000 shares authorized,
|
9,245
|
10,049
|
||||||
10,049,150 shares outstanding at June 30, 2016
|
||||||||
(9,245,650 shares at June 30, 2015)
|
||||||||
Preferred Stock, 100,000 shares
|
||||||||
authorized, 28,000 shares outstanding
|
||||||||
at June 30, 2015 and 2016
|
2,800,000
|
2,800,000
|
||||||
Paid In Capital
|
1,037,349
|
1,410,780
|
||||||
Total Capital Stock
|
3,846,594
|
4,220,829
|
||||||
Accumulated Deficit
|
(184,863
|
)
|
(582,497
|
)
|
||||
Net Income /(Loss)
|
(279,734
|
)
|
(250,237
|
)
|
||||
Total Equity
|
3,381,997
|
3,388,095
|
||||||
TOTAL LIABILITIES & EQUITY
|
$
|
3,434,347
|
$
|
3,388,095
|
INTERNATIONAL LAND ALLIANCE, INC.
|
||||||||
CONSOLIDATED STATEMENT OF OPERATIONS
|
||||||||
Six Months Ended | ||||||||
|
June 30,
2015
|
June 30,
2016
|
||||||
Revenue
|
||||||||
Sale of Lots
|
$
|
-
|
$
|
275,555
|
||||
Cost of Lots
|
- |
(4,671
|
)
|
|||||
Gross Profit
|
-
|
270,884
|
||||||
Other Income
|
10,000
|
7,504
|
||||||
Total Revenue
|
10,000
|
278,388
|
||||||
Operating Expenses
|
||||||||
Advertising and Marketing
|
16,196
|
377,096
|
||||||
General & Administrative
|
272,203
|
134,081
|
||||||
Professional Fees
|
1,335
|
8,490
|
||||||
Construction
|
-
|
8,958
|
||||||
Total Expenses
|
289,734
|
528,625
|
||||||
Net (Loss)
|
$
|
(279,734
|
)
|
$
|
(250,237
|
)
|
||
Net loss per share, basic and diluted
|
$
|
(0.03
|
)
|
$
|
(0.03
|
)
|
||
Weighted average number of common shares outstanding
|
9,058,317
|
9,720,150
|
INTERNATIONAL LAND ALLIANCE, INC.
|
||||||||
CONSOLIDATED STATEMENT OF CASH FLOWS
|
||||||||
|
||||||||
Six Months Ended
|
||||||||
|
June 30,
201
5
|
June 30,
2016
|
||||||
OPERATING ACTIVITIES
|
||||||||
Net Income (Loss)
|
$
|
(279,734
|
)
|
$
|
(250,237
|
)
|
||
Adjustments to reconcile Net Income to net cash provided by operations:
|
||||||||
Accounts Receivable
|
1,734
|
0
|
||||||
Prepaid Expense
|
58,500
|
|||||||
Accounts Payable
|
(34,524
|
)
|
(47,000
|
)
|
||||
Net cash provided by Operating Activities
|
(254,024
|
)
|
(297,237
|
)
|
||||
INVESTING ACTIVITIES
|
||||||||
Property: Land
|
-
|
-
|
||||||
Net cash provided by Investing Activities
|
-
|
-
|
||||||
FINANCING ACTIVITIES
|
||||||||
Additional Paid in Capital
|
206,223
|
296,972
|
||||||
Capital Stock: Common
|
47,500
|
604
|
||||||
Capital Stock: Preferred
|
-
|
-
|
||||||
Net cash provided by Financing Activities
|
253,723
|
297,576
|
||||||
Net cash increase/(decrease) for period
|
(301
|
)
|
339
|
|||||
Cash and Cash equivalent at the beginning of the year
|
903
|
2,414
|
||||||
Cash at end of period
|
$
|
602
|
$
|
2,753
|
INTERNATIONAL LAND ALLIANCE, INC.
|
||||||||||||||||||||||||||||
STATEMENT OF STOCKHOLDERS' EQUITY
|
||||||||||||||||||||||||||||
|
Common Stock
|
Preferred Stock
|
Paid in
Capital
|
Accumulated Deficit
|
Stockholder's Equity | |||||||||||||||||||||||
|
Shares
|
Amount ($)
|
Shares
|
Amount ($)
|
Amount ($)
|
Amount ($) |
Amount ($)
|
|||||||||||||||||||||
Balances December 31, 2014
|
9,021,650
|
$
|
9,022
|
28,000
|
2,800,000
|
$
|
967,479
|
(298,852
|
)
|
3,617,649
|
||||||||||||||||||
Private Placement (Common)
|
373,500
|
$
|
374
|
-
|
-
|
$
|
100,925
|
$
|
101,299
|
|||||||||||||||||||
Private Placement (Preferred)
|
-
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||||||||||
Shares Issued for Marketing of Lots for Sale
|
50,000
|
50
|
$
|
49,500
|
$
|
49,500
|
||||||||||||||||||||||
Retained Earnings
|
-
|
-
|
-
|
-
|
$
|
-
|
||||||||||||||||||||||
Net Profit (Loss) 12/31/2015
|
-
|
-
|
-
|
-
|
$
|
(283,645
|
)
|
$
|
(283,645
|
)
|
||||||||||||||||||
Balances December 31, 2015
|
9,445,150
|
$
|
9,445
|
28,000
|
$
|
2,800,000
|
$
|
1,117,904
|
$
|
(582,497
|
)
|
$
|
3,344,852
|
|||||||||||||||
Private Placement (Common)
|
54,000
|
$
|
54
|
18,446
|
||||||||||||||||||||||||
Private Placement (Preferred)
|
||||||||||||||||||||||||||||
Shares Issued for Marketing of Lots for Sale
|
550,000
|
$
|
550
|
274,430
|
$
|
274,980
|
||||||||||||||||||||||
Net Profit (Loss) 6/30/2015
|
$
|
(250,237
|
)
|
|||||||||||||||||||||||||
Balances June 30, 2016
|
10,049,150
|
$
|
10,049
|
28,000
|
$
|
2,800,000
|
$
|
1,410,780
|
$
|
(832,734
|
)
|
$
|
3,388,095
|
Six Months Ended
June 30
|
||||||||
2015
|
2016
|
|||||||
Net loss available to common shareholders
|
$
|
(279,734
|
)
|
$
|
(250,237
|
)
|
||
Net loss – diluted
|
$
|
(279,734
|
)
|
$
|
(250,237
|
)
|
||
Weighted average number of shares – basic and diluted
|
9,058,317
|
9,720,150
|
||||||
Loss per shares – basic
|
$
|
(0.03
|
)
|
$
|
(0.03
|
)
|
||
Loss per share – diluted
|
$
|
(0.03
|
)
|
$
|
(0.03
|
)
|
SEC Registration Fee
|
$
|
150
|
||
EDGAR/Printing Expenses
|
$
|
2000
|
||
Auditor Fees and Expenses
|
$
|
11,904
|
||
Legal Fees and Expenses
|
$
|
30,000
|
||
Transfer Agent Fees
|
$
|
3,500
|
||
TOTAL
|
$
|
47,554
|
Exhibit Number
|
|
Description of Exhibit
|
3.1
|
|
Articles of Incorporation of the Registrant
(1)(2)
|
3.2
|
|
Bylaws of the Registrant
(1)(2)
|
|
||
|
||
|
(1) |
Information pertaining to our common stock is contained in our Articles of Incorporation and Bylaws.
|
(2) |
Filed with initial registration statement.
|
|
International Land Alliance, Inc.
|
||
|
|
|
|
|
By:
|
/s/ Roberto Jesus Valdes
|
|
|
Name:
|
Roberto Jesus Valdes
|
|
|
Title:
|
Principal Executive Officer |
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Roberto Jesus Valdes
|
|
|
|
|
Roberto Jesus Valdes
|
|
President, Principal Executive Officer and a Director
|
|
November 7, 2016
|
/s/ Jason Sunstein
|
|
|
|
|
Jason Sunstein
|
|
Principal Financial and Accounting Officer and a Director
|
|
November 7, 2016
|
William T. Hart, P.C.
|
___________
|
Email
:
harttrinen@aol.com
|
Will Hart
|
(303) 839-0061
|
Facsimile: (303) 839-5414
|
● |
by International Land Alliance, Inc., a Wyoming corporation (the "Company") of up to 2,000,000 shares of its common stock; and
|
● |
the sale by certain selling shareholders of the Company of up to 710,000 shares of common stock
|
● |
the Company has duly authorized the sale of the 2,000,000 shares of stock mentioned above and such shares, when sold, will be legally issued, fully paid, and nonassessable, and
|
● |
the shares to be sold by the selling shareholders are legally issued, fully paid and nonassesssable.
|
Very truly yours, | ||
|
||
HART & HART, LLC | ||
By /s/ William T. Hart | ||
William T. Hart |
"Affiliate"
|
with respect to any Party, a Person that directly or indirectly controls, is controlled by, or is under common control of such Party. For the purpose of this definition, "control" means (i) ownership of more than fifty percent (50%) of the voting shares of a Person or (ii) the right or ability to direct the management or policies of a Person through ownership of voting shares or other securities, pursuant to a written agreement or otherwise;
|
|
"Business Day"
|
a day (other than a Saturday) on which banks in California are open for business throughout their normal business hours;
|
|
"Closing"
|
the closing of the transactions contemplated by this Agreement; |
"Completion"
|
completion of acquisition of the ILA.MX Shares by ILA.US in accordance with the terms and conditions of this Agreement;
|
||
"Encumbrance"
|
any mortgage, charge, pledge, lien, (otherwise than arising by statute or operation of law), equities, hypothecation or other encumbrance, priority or security interest, preemptive right deferred purchase, title retention, leasing, sale-and-repurchase or sale-and-leaseback arrangement whatsoever over or in any property, assets or rights of whatsoever nature and includes any agreement for any of the same and reference to "Encumbrances" shall be construed accordingly;
|
||
"Exchange Act"
|
the US Securities Exchange Act of 1934;
|
||
"Person"
|
any individual, firm, company, government, state or agency of a state or any joint venture, association or partnership (whether or not having separate legal personality); | ||
"Securities Act"
|
the US Securities Act of 1933;
|
||
"SEC"
|
the US Securities and Exchange Commission;
|
||
"US"
|
United States of America;
|
||
"United States Dollars" or "US$"
|
United States dollars;
|
INTERNATIONAL LAND ALLIANCE, INC.
a Wyoming corporation
|
"OWNERS" | |||
By: |
/s/ Roberto Valdes
|
/s/ Roberto Valdes
|
||
Name: Roberto Valdes
|
Name: Roberto Valdes
|
|||
Title:
President and CEO
|
|
|||
By: | /s/ Jason Sunstein | /s/ Jason Sunstein | ||
Name: Jason Sunstein | Name: Jason Sunstein | |||
Title: Vice President | ||||
/s/ Elizabeth Roemer | ||||
Name: Elizabeth Roemer |
Name
|
% of Shares to be Received
by each shareholder of ILA.MX on
each issuance of shares to such
shareholders
|
Roberto Valdes
|
44.1%
|
Jason Sunstein
|
44.1%
|
Elizabeth Roemer
|
11.8%
|
TOTAL
|
100%
|
1. |
SCOPE OF WORK
|
· |
Residential: (single family and attached)
|
· |
Community retail
|
· |
Commercial / Retail – Mercado
|
· |
Marina and aquatic oriented development
|
· |
Hospitality and hotel accommodations
|
· |
Community support services
|
2. |
OUTLINE OF SERVICES OF THE ARCHITECT/PLANNER
|
1. |
Initial meeting with Client on October 15, 2013 to determine on a conceptual level the overall general land use and circulation plan and prepare a detail study of the initial phase of development – main entry and model home center.
|
2. |
Meeting with Client on October 31, 2013 in an effort to ascertain specific criteria for the master planned community.
|
1. |
Develop conceptual architectural designs for residential product types. These designs shall be based on criteria and information provided by Client.
|
2. |
Meeting with Client and Client's planning consultants to review the initial conceptual designs.
|
3. |
Make revisions/refinements to the initial conceptual designs.
|
4. |
Meeting with Client and Client's planning consultants to review second cut conceptual designs. These meeting may be accomplished by e-mail and conference call.
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Make refinements as necessary to complete the conceptual architectural designs.
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Develop refinements to the conceptual land use plan to reflect distribution and relation. Meeting witch Client and Client's planning consultants to review the initial conceptual designs.
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Make revisions/refinements to the initial conceptual planning designs.
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Meetings with Client to review the refined conceptual designs. These meetings may be accomplished by e-mail and/or conference calls.
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Make refinements as necessary to complete conceptual designs.
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Based on Client's acceptance of Architect/Planner's Conceptual Architectural Designs, further develop the conceptual architectural designs to schematic level.
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Meeting with Client and Client's planning consultants to review and coordinate the schematic designs.
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Make refinements as necessary to complete the schematic designs. Submit work to Client and Client's consultants for final review and comments.
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Research the use of alternative construction types, i.e concrete block v. steel frame. Discuss alternatives with Client.
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Provided that there is a clear program for the remaining work, Architect/Planner will prepare and submit a full service agreement to Client for Design Development and Construction Document Phases on a fixed fee basis.
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Engagement for a certified survey of the site prepared by a licensed Land Surveyor or a licensed Civil Engineer indicating boundaries, contours, existing structures and trees, utility service locations, easements and required dedications.
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B. |
Geology, hydrology and soil reports prepared by a licensed Soil Engineer for use by all consultants on this project including recommendations to mitigate excessive and differential settlement, subterranean water intrusion, subsidence, earth movement, sulfates, other soils related conditions, and acts of God relating to soils and geotechnical issue.
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C. |
Report on hazardous materials if any; i.e., methane, radon and recommendations for mitigation.
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D. |
Civil Engineering Consultant for off and on-site engineering, condominium, tentative and final maps. Civil Engineer to prepare final site plan indicating final.
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Market Research Consultant (product design information and mix).
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B. |
Sales office Consultant.
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C. |
Graphics and Site Signage Consultant.
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D. |
Overall coordination/project management/agency liaison.
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Fees required for approvals by agencies having jurisdiction over the project, including surveys, approval process and associated fees.
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F. |
Other consultants as necessary to provide information regarding site limitations or restraints affecting all or any portion of the project site, or as necessary to complete this phase of design.
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Very truly yours,
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HART & HART, LLC
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/s/ William T. Hart
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William T. Hart
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November 4, 2016
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