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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2024~~2025

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

For the transition period from _____________ to ____________

Commission file number 000-56111

INTERNATIONAL LAND ALLIANCE, INC.

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

Wyoming

46-3752361

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

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

(Address of principal executive offices) (Zip Code)

(877) 661-4811

(Issuer’s telephone number)

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

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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

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

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

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

Yes ☐ No ☒

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $1415,~~394~~294,~~702~~ 797 based upon the price $09.1645 at which the common stock was last sold as of ~~May~~June 2130, 2025 the last business day of the registrant’s most recently completed second fiscal year, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws.

As of ~~May~~April 2127, ~~2025~~2026, there were ~~104~~4,~~470~~664,~~465~~667 shares of Common Stock, $0.001 par value, outstanding.

TABLE OF CONTENTS

		Page
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS		3
PART I
Item 1.	Description of Business	4
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	18
Item 1C.	Cybersecurity	19
Item 2.	Properties	19
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosures	19
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
Item 6.	~~Selected Financial Data~~[RESERVED]	22
Item 7.	Management’s Discussion and Analysis Of Financial Condition and Results of Operation	2322
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	27
Item 8.	Financial Statements and Supplementary Data	27
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	28
Item 9A.	Controls and Procedures	28
Item 9B.	Other Information	29
Item 9C.	Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.	29
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2930
Item 11.	Executive Compensation	3235
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3438
Item 13.	Certain Relationships and Related Transactions, and Director independence	3539
Item 14.	Principal Accountant Fees and Services	3539
PART IV
Item 15.	Exhibits; Financial Statement Schedules	3540
SIGNATURES		36
Item 16.	Form 10-K Summary	40
SIGNATURES		41

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

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

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

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

PART I

Item 1. Description of Business.

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

The Company is a residential land development company with target properties located in the Baja California, Northern region of Mexico and Southern California. The Company’s principal activities are purchasing properties, obtaining zoning and other entitlements required to subdivide the properties into residential and commercial building lots, securing financing for the purchase of the lots, improving the properties infrastructure and amenities, and selling the plots to homebuyers, retirees, investors, and commercial developers.

On June 30, 2011, International Land Alliance, SA De CV (“ILA Mexico”) was formed as a Mexican corporation to acquire from Baja Residents Club, S.A., a related-party Mexican corporation, 497 acres south of San Felipe, Baja California, known as the Oasis Park project and also 20 acres in Ensenada, Baja California, known as the Valle Divino project. On October 1, 2013, Roberto Jesus Valdez, Jason A. Sunstein and Elizabeth Roemer transferred their interest in Oasis Park and Valle Divino real estate projects to ILA Mexico in exchange for 7,500 shares of ILA Mexico. On October 1, 2013, we issued 375,~~750,~~000 shares of our common stock to each Roberto Jesus Valdez, and Jason Sunstein and 120,000~~,000~~ shares of our common stock to Elizabeth Roemer in exchange for all of the outstanding shares of ILA Mexico. As a result of this transaction, ILA Mexico became our wholly owned subsidiary.

On October ~~March 5~~1, ~~2019~~2013, the Company ~~received~~entered ~~its~~into ~~trading symbol~~a ~~“ILAL”~~promissory ~~from~~agreement ~~FINRA~~with Grupo Jataya, S.A. OnDE ~~April~~C.V. 4(“Grupo”), ~~2019,~~a Mexican corporation controlled by our chairman of the ~~Company~~board, ~~was~~Roberto ~~approved~~Valdes, to ~~have~~convey ~~its~~into ~~common~~an ~~stock~~irrevocable ~~traded~~trust, onwith ~~the~~ILAL ~~OTCQB.~~named Onas ~~April 12~~beneficiary, ~~2019,~~to ~~the~~acquire 10 ~~Company~~acres ~~became~~of ~~eligible~~land ~~for~~in ~~electronic~~Ensenada, ~~clearing~~Baja ~~and~~California, ~~settlement~~known ~~through~~as the ~~Depositary~~Valle ~~Trust~~Divino, ~~Company~~free ~~(“DTC”) in~~of ~~the~~lien ~~United~~and ~~States~~encumbrances.

On March 185, 2019, the Company ~~acquired~~received ~~real~~its ~~property located~~trading insymbol ~~Hemet,~~“ILAL” ~~California,~~from ~~which~~FINRA. ~~included~~On ~~approximately~~April 804, ~~acres~~2019, ofthe ~~land~~Company ~~and~~was ~~two~~approved ~~structures~~to ~~for $1.1 million. The property includes~~have ~~the~~its ~~main~~common ~~parcel~~stock oftraded ~~land~~on ~~with existing structures along with three additional parcels of land which are vacant lots to be used for~~ the ~~purpose~~ ~~of land development~~OTCQB. ~~The~~On ~~Company~~April ~~was generating lease income from this property up until October 1~~12, ~~2021~~2019, ~~at which point,~~ the Company ~~recognized~~became ~~revenue~~eligible ~~from~~for ~~the~~electronic ~~sale~~clearing ofand 20settlement ~~acres~~through ofthe Depositary ~~land~~Trust ~~pursuant~~Company ~~to Accounting Standard Codification~~ (“~~ASC~~DTC”) ~~606~~in the United States.

InOn March ~~October~~18, 2019, the Company ~~entered~~acquired ~~into~~real anproperty ~~agreement with~~located ~~Valdeland,~~in ~~S.A. de C.V.(“Valdeland”)~~Hemet, ~~a Mexican corporation controlled by our chairman of the board~~California, ~~Roberto~~which ~~Valdes,~~included toapproximately ~~acquire~~80 1acres ~~acre~~ of land atand ~~the~~two structures ~~Bajamar~~for ~~Ocean~~$1.1 ~~Front~~million. ~~Golf~~The ~~Resort~~property inincludes ~~Ensenada, Baja California, known as~~ the ~~Plaza~~main ~~Bajamar.~~parcel ~~The transfer~~ of ~~title~~land ~~for~~with ~~this project~~existing isstructures ~~subject~~along towith ~~approval~~three ~~from~~additional ~~the~~parcels of ~~Mexican~~land ~~government~~which inare ~~Baja~~vacant ~~California.~~lots ~~Although~~to ~~management~~be ~~believes~~used ~~that~~for the ~~transfer~~purpose of ~~title to~~land ~~the~~development. ~~land~~The ~~will~~Company bewas ~~approved~~generating ~~and~~lease ~~transferred~~income byfrom ~~the~~this ~~end~~property up ofuntil ~~our~~October ~~fiscal~~1, ~~year~~2021, ofat ~~2025~~which point, ~~there~~the isCompany norecognized ~~assurance~~revenue ~~that~~from ~~such~~the ~~transfer~~sale of ~~title will~~20 beacres ~~approved~~of inland ~~that~~pursuant ~~time~~to ~~frame~~Accounting orStandard Codification at(“ASC”) ~~all~~606.

On In October 12019, ~~2013,~~ the Company entered into aan ~~promissory~~ agreement with ~~Grupo Jataya~~Valdeland, S.A. DEde C.V. (“~~Grupo~~Valdeland”), a Mexican corporation controlled by our chairman of the board, Roberto Valdes, to ~~convey~~acquire ~~into~~1 anacre ~~irrevocable~~of ~~trust~~land at the Bajamar Ocean Front Golf Resort in Ensenada, ~~with~~Baja ~~ILAL~~California, ~~named~~known as ~~beneficiary,~~the toPlaza ~~acquire~~Bajamar. 10The ~~acres~~transfer of ~~land~~title infor ~~Ensenada,~~this project is subject to approval from the Mexican government in Baja California,. Although management believes that the transfer of title to the land will be approved and ~~known~~transferred asby the ~~Valle~~end ~~Divino~~of our second fiscal quarter of 2026, ~~free~~there is no assurance that such transfer of ~~lien~~title ~~and~~will ~~encumbrances~~be approved in that time frame or at all.

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

On May 3, 2021, the Company acquired a 25% interest in Rancho Costa Verde Development, LLC (“RCVD”). RCVD is a successful developer of a 1,100-acre, 1,200-lot master planned community in Baja California, located roughly eight (8) km north of ILA’s Oasis Park Resort. Such investment was accounted for under the equity method of investment under ASC 323 Investments - Equity method and Joint Ventures. On January 3, 2023, the Company acquired the remaining 75% for a total contractual consideration of $13.5 million ~~(see subsequent events in note 13)~~.

~~Industry~~On December ~~Overview~~16, 2025, the Company closed on the acquisition of 300 acres of land and structures located adjacent to the Company’s Rancho Costa Verde development for a total consideration of $1.65 million. This purchase is subdivided into 7 parcels and consists of approximately 300 residential homesites, 12 existing tiny homes, and 2 completed homes.

~~Mexico’s real estate industry has experienced~~On aJune ~~wave~~19, of2025, ~~growth~~we ~~brought~~filed ~~about by foreign investment~~ with the ~~creation~~Wyoming Secretary of ~~investment~~State ~~trusts~~a inCertificate ~~1993~~of ~~(“fideicomiso”)~~Amendment ~~and~~to ~~significant changes~~our inArticles ~~regulations,~~of ~~primarily~~Incorporation ~~NAFTA~~to inincrease ~~1994, along with competitive land prices and~~ the number ~~significant expansion~~ of ~~new~~authorized ~~business~~shares ~~centers and~~of ~~factories~~our ~~(“Maquiladoras”)~~common ~~across~~stock ~~the~~from ~~country~~150,000,000 ~~over~~to ~~the last 10 years~~250,000,000.

~~Most~~On January ~~recently~~30, ~~this~~2026, ~~continued~~we ~~growth~~filed ~~was~~with ~~fueled~~the ~~by Mexico´s~~Wyoming ~~enormously~~Secretary ~~strong~~of ~~domestic~~State ~~market,~~an ~~particularly~~Articles ~~the~~of ~~rising~~Amendment ~~middle~~to ~~class.~~our InArticles ~~2018,~~of ~~the~~Incorporation ~~country’s~~to ~~middle~~effect ~~class was~~the ~~estimated~~reverse tostock ~~account~~split ~~for~~of ~~almost~~all ~~half~~outstanding shares of ~~the~~our ~~total~~common ~~households,~~stock at ~~about~~a 16ratio ~~million.~~of ~~They are expected to continue growing, with about 3~~1-for-50.~~8 million~~ ~~more~~All ~~households~~share ~~projected~~and toper ~~move~~share ~~into~~numbers ~~the~~in ~~middle~~this ~~class~~report byhave ~~2030.~~been ~~Moreover,~~adjusted ~~most Mexicans who move generally prefer~~ to ~~buy~~give ~~rather than~~effect to ~~rent.~~our ~~Around~~reverse ~~82%~~split ofat ~~Mexicans want to buy~~ a ~~property,~~ratio of as1-for-50 ~~opposed~~effected toon ~~18%~~February ~~that prefer to rent~~4, ~~according to Lamudi’s recent Real Estate Market Report 2018~~2026.

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

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

~~For years~~Most recently, ~~U.S.~~this ~~and~~continued ~~Canadian~~growth ~~retirees~~was ~~have~~fueled ~~flocked to~~by Mexico´s asenormously anstrong ~~alternative~~domestic ~~overseas~~market, ~~retirement~~particularly ~~destination~~the ~~that~~rising ~~was~~middle ~~affordable~~class. In 2018, ~~offered~~the ~~desirable~~country’s ~~weather~~middle ~~and~~class was ~~close~~estimated to ~~their~~account ~~communities of~~for ~~origin~~almost inhalf ~~North~~of ~~America.~~the ~~These~~total ~~attributes~~households, ~~have~~at ~~made~~about ~~Mexico~~16 ~~the~~million. ~~top~~They are ~~overseas~~expected ~~retirement~~to ~~destination~~continue ~~for~~growing, ~~older~~with ~~Americans,~~about ~~resulting~~3.8 ~~in a~~million ~~building~~more ~~boom~~households ~~that~~projected ~~reached~~to ~~its~~move ~~peak~~into inthe ~~2005/06~~middle ~~and~~class ~~stretched~~by ~~from~~2030. ~~Playas~~Moreover, demost Mexicans ~~Tijuana-Rosarito~~who ~~and~~move ~~Los~~generally ~~Cabos~~prefer ~~along~~to ~~the~~buy ~~Baja~~rather ~~California peninsula~~than ~~and~~to ~~from~~rent. ~~Puerto~~Around ~~Peñasco,~~82% ~~Sonora~~of toMexicans ~~Mazatlán,~~want ~~Sinaloa.~~to Inbuy ~~southern~~a ~~Mexico~~property, ~~the~~as ~~real~~opposed ~~estate~~to ~~focus~~18% ~~has~~that prefer ~~been~~to onrent, ~~expanding the~~according ~~Cancún~~to ~~corridor~~Lamudi’s torecent ~~the~~Real ~~Riviera~~Estate ~~Maya~~Market Report 2018.

~~Mexico remains a viable retirement option for Americans~~In ~~aged~~addition 50to ~~years and over, offering~~ a ~~reduced~~strong ~~cost~~domestic ~~of living~~market, ~~lower~~demand ~~health~~has ~~care~~also ~~expenses,~~been ~~and~~fueled ~~proximity~~by tointernational ~~friends~~buyers ~~and~~from ~~family~~California inseeking ~~the~~affordable ~~United~~retirement ~~States~~alternatives. InRedfin ~~addition,~~data ~~over~~show ~~half~~the ofmedian ~~survey~~price ~~respondents~~of ~~observed~~a ~~that~~California ~~their~~home, ~~motivation~~or tothe ~~purchase~~price aat ~~home~~the inmidpoint of ~~Mexico~~all sales, was ~~based~~$828,000 onin ~~their~~October ~~desire to~~2025, ~~have~~remaining aessentially ~~home~~flat, onwith oran ~~near~~insignificant ~~the~~decrease ~~coast~~from ~~that~~$837,000 ~~would otherwise be unattainable~~ in ~~the~~October ~~United States~~2024.

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

5For years, U.S. and Canadian retirees have flocked to Mexico as an alternative overseas retirement destination that was affordable, offered desirable weather and was close to their communities of origin in North America. These attributes have made Mexico the top overseas retirement destination for older Americans, resulting in a building boom that reached its peak during 2005 - 2006 and stretched from Playas de Tijuana-Rosarito and Los Cabos along the Baja California peninsula and from Puerto Peñasco, Sonora to Mazatlán, Sinaloa. In southern Mexico, the real estate focus has been on expanding the Cancún corridor to the Riviera Maya.

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

~~The Company’s projects will be marketed toward~~In ~~residents~~addition ofto ~~the~~U.S. ~~United States~~ and ~~Canada.~~Canadian ~~Specifically~~citizens, weBaja ~~will~~California ~~target~~has ~~the~~seen ~~influx of Maquiladoras (manufacturing facilities run by~~ a ~~foreign~~ ~~company)~~noticeable ~~moving~~increase toin ~~Mexico~~business asfrom ~~well~~Japan ~~as the residents of California, Texas, Arizona~~ and ~~Washington~~Europe. ~~for~~With the ~~purpose~~interest in ofBaja ~~appealing~~expected to ~~their~~ ~~need~~continue ~~for~~along awith ~~second~~Mexico’s ~~home~~overall oreconomic ~~retirement~~growth, ~~property~~we ~~within~~will ~~driving~~be ~~distance~~well ~~from~~positioned ~~Southern~~to ~~California.~~offer ~~The~~prospective ~~targeted~~homebuyers and ~~market~~investors ~~includes~~a ~~residents making~~luxurious ~~over~~residence ~~$50,000~~with orbreathtaking aviews ~~combined~~for ~~household~~an ~~income~~affordable ~~of $150,000~~price.

Our target home buyers are typically professionals who own an existing property. Many are married without children or married with several children. The target audience enjoys a vacation away from home and often seeks information regarding villas or condominiums as a second home or vacation destination. We plan to provide them with an affordable location for a vacation home in a community that surpasses all their expectations.5

~~Growth Strategy~~Target Market

WeThe Company’s ~~believe~~projects ~~that~~will ~~growth~~be marketed toward residents of ~~homebuilders~~the inUnited ~~Mexico~~States ~~has~~and Canada. Specifically, we will target the influx of ~~created~~Maquiladoras ~~opportunities~~(manufacturing ~~for~~facilities ~~smaller~~run ~~companies~~by ~~with~~a ~~long-term~~foreign ~~experience~~company) ~~and~~moving ~~relationships~~to inMexico ~~their~~as ~~local~~well ~~markets.~~as Wethe ~~believe~~residents ~~that~~of weCalifornia, ~~can~~Texas, Arizona ~~utilize~~and ~~our~~Washington ~~many~~for ~~strengths~~the purpose of appealing to ~~benefit~~their ~~our~~need ~~target~~for ~~market~~a second home or retirement property within driving distance from Southern California. ~~These~~The ~~strengths~~targeted ~~include:~~market includes residents making over $50,000 or a combined household income of $150,000.

●Our target ~~better~~home ~~knowledge~~buyers ofare ~~local~~typically ~~demand;~~professionals ●who ~~superior~~own ~~understanding~~an ofexisting ~~the~~property. ~~entitlement~~Many ~~and~~are ~~acquisition~~married ~~process;~~without ●children ~~affordable~~or ~~high-quality~~married ~~homes~~with several children. The target audience enjoys a vacation away from home and ~~aggressive~~often ~~marketing;~~seeks ●information ~~long~~regarding ~~term~~villas ~~relationships~~or ~~with~~condominiums ~~local~~as ~~regulatory~~a ~~authorities,~~second home ~~landowners,~~or ~~designers,~~vacation ~~and~~destination. ~~contractors;~~We ~~and~~plan ●to ~~faster~~provide ~~and~~them ~~less~~with ~~cumbersome~~an ~~financing~~affordable ~~processes~~location for a vacation home in a community that surpasses all their expectations.

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

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

~~The~~● ~~Mexican~~better ~~public~~knowledge ~~real~~of ~~estate~~local ~~market~~demand; is● ~~fragmented and~~superior ~~highly~~understanding ~~competitive.~~of Wethe ~~compete~~entitlement ~~with~~and ~~numerous~~acquisition ~~developers,~~process; ~~builders,~~● ~~and~~affordable ~~others~~high-quality ~~for~~homes ~~the~~and ~~acquisition~~aggressive ofmarketing; ~~property~~● ~~and~~long term relationships with local, ~~regional~~regulatory authorities, ~~and~~ ~~national developers~~landowners, ~~homebuilders~~designers, and ~~others~~contractors; ~~with~~and ~~respect~~● tofaster ~~the sale of residential properties. We also compete with builders~~ and ~~developers~~ toless ~~obtain~~cumbersome financing ~~on commercially reasonable terms~~processes.

~~The Company~~ It is ~~also~~our ~~subject~~plan to ~~competition~~utilize ~~from~~these ~~other entities~~advantages ~~engaged~~to inmove ~~the~~more ~~business~~quickly ~~of resort development, sales~~ and ~~operation,~~address ~~including vacation interval ownership, condominiums, hotels and motels. Some of~~ the ~~world’s~~needs ~~most recognized lodging, hospitality and entertainment companies have begun to develop and sell resort properties in the Baja California area. Many~~ of ~~these entities possess significantly greater financial, marketing and other resources than~~ those ~~of the Company. Management believes that recent regulatory developments~~ in ~~the~~our ~~electricity~~target ~~industry~~market, ~~and~~especially ~~overall growth in the~~retirees ~~Mexican~~looking ~~economy~~to ~~will~~purchase ~~increase~~a ~~competition~~home in ~~the real estate investment industry~~Mexico.

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

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

WeThe Company ~~currently~~is ~~have~~also nosubject ~~patents~~to competition from other entities engaged in the business of resort development, ~~copyrights~~sales and operation, ~~trademarks~~including vacation interval ownership, condominiums, hotels and~~/or~~ ~~service~~motels. ~~marks~~Some of the world’s most recognized lodging, ~~nor~~hospitality doand weentertainment companies have ~~any~~begun ~~plans~~ to ~~file~~develop ~~applications~~and ~~for~~sell ~~such~~resort ~~rights~~properties in the Baja California area. Many of these entities possess significantly greater financial, marketing and other resources than those of the Company. Management believes that recent regulatory developments in the electricity industry and overall growth in the Mexican economy will increase competition in the real estate investment industry.

~~Marketing Research~~Intellectual Property

~~The~~We currently ~~Company~~have isno inpatents, ~~the process of acquiring properties~~copyrights, as ~~well~~trademarks ~~as developing its marketing~~ and/or ~~sales~~service ~~strategy.~~marks, ~~The~~nor ~~Company~~do ~~also~~we ~~developed~~have anany ~~interactive~~plans ~~website and help center~~ to ~~answer~~file ~~questions from~~applications ~~potential~~for ~~home~~such ~~buyers~~rights. ~~The Company launched its website during its first fiscal quarter of 2021.~~

6Marketing Research

~~Government~~The Company ~~Regulation~~is in the process of acquiring properties, as well as developing its marketing and sales strategy. The Company also developed an interactive website and help center to answer questions from potential home buyers.

The housing and land development industries are subject to increasing environmental, building, zoning, and real estate sales regulations by various authorities. Such regulations affect home building by specifying, among other things, the type and quality of building materials that must be used, certain aspects of land use and building design. Some regulations affect development activities by directly affecting the viability and timing of projects.6

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

~~Additionally,~~The housing ~~the~~and ~~Mexican~~land ~~real~~development ~~estate~~industries ~~industry~~are is subject to ~~substantially~~increasing ~~different~~environmental, ~~regulation~~building, ~~than~~zoning, ~~the~~and ~~U.S.~~ real estate ~~industry.~~sales ~~The Mexican constitution of 1917 prohibited foreign~~regulations ~~ownership~~by ofvarious ~~residential~~authorities. ~~real~~Such ~~property~~regulations ~~within~~affect ~~approximately~~home 31building ~~miles~~by ~~(approximately~~specifying, 50among ~~km)~~other ofthings, ~~any~~the ~~coastline~~type and 62quality ~~miles (approximately 100 km)~~ of ~~its~~building ~~natural borders. All of Baja California is included in this “restricted zone.” In 1971 (further expanded in~~materials ~~1989 and 1993) provisions were made for a mechanism~~ that ~~would~~must ~~allow~~be ~~foreigners to own property in the “restricted zone.” Within the “restricted zone~~used,” acertain ~~foreigner~~aspects ~~can~~of ~~purchase~~land ~~the~~use ~~beneficial~~and ~~interest~~building ~~in real property through a bank trust or “fideicomiso~~design.~~” Thus,~~ ~~virtually~~Some ~~all~~regulations ~~property~~affect indevelopment ~~Mexico~~activities ~~is available for purchase~~ by ~~foreigners,~~directly ~~keeping in mind that~~ affecting the ~~fideicomiso,~~viability orand ~~bank~~timing ~~trust,~~of ~~must be used when acquiring property within the restricted zone~~projects.

InWe must ~~this~~obtain ~~bank trust,~~ the ~~buyer~~approval of ~~the~~numerous ~~property~~governmental isauthorities ~~designated as~~that ~~the~~regulate ~~“fideicomisario”~~such ormatters ~~the~~as ~~beneficiary~~land use and level of density, the ~~trust.~~installation of ~~While~~utility ~~legal~~services, ~~title~~such isas ~~held~~water byand ~~the~~waste ~~bank~~disposal, ~~(specifically~~and the ~~trustee~~ dedication of ~~the~~acreage ~~trust~~for oropen ~~the~~space, ~~“fiduciario~~parks,”) ~~the~~schools, ~~trustee~~and ~~must~~other ~~administer~~community purposes. ~~the~~If ~~property~~these inauthorities ~~accordance~~determine ~~with~~that ~~the~~existing ~~instructions~~utility ofservices ~~the~~will ~~buyer~~not adequately support proposed development, building moratoria (may be imposed. As a result, we use substantial resources to evaluate the ~~beneficiary~~impact of ~~the~~government ~~trust)~~restrictions imposed upon new residential development. ~~The~~Furthermore, ~~property~~as islocal ~~not~~circumstances anor ~~asset~~applicable laws change, we may be required to obtain additional approvals or modifications of ~~the~~approvals ~~bank~~previously ~~and~~obtained ~~the~~or ~~trustee~~we ismay ~~obligated~~be forced to ~~follow~~stop ~~every~~work. ~~lawful~~These ~~instruction~~increasing regulations may result in a significant increase ~~given~~in byresources between our initial acquisition of land and the ~~beneficiary~~commencement toand ~~perform~~the ~~legal~~completion ~~actions,~~of idevelopments.e. ~~rent~~In itaddition, ~~make~~the ~~improvements,~~extent to ~~sell~~which ~~it,~~we ~~etc~~participate in land development activities subjects us to greater exposure to regulatory risks.

AsAdditionally, the ~~long~~Mexican asreal estate industry is subject to substantially different regulation than the U.S. real estate industry. The Mexican constitution of 1917 prohibited foreign ~~buyer~~ownership of ~~the~~residential real property ~~adheres to~~within ~~laws~~approximately ~~and~~31 ~~ordinances~~miles (approximately 50 km) of ~~Mexico~~any coastline and ~~agrees~~62 ~~not~~miles to(approximately ~~invoke~~100 ~~the~~km) ~~protection~~of its natural borders. All of Baja California is included in this “restricted zone.” In 1971 (further expanded in 1989 and 1993) provisions were made for a mechanism that would allow foreigners to own property in the ~~government~~“restricted zone.” ofWithin ~~his~~the ~~country~~“restricted zone,” hea ~~may~~foreigner ~~exercise~~can purchase the ~~same~~beneficial ~~rights as~~interest in real property through a ~~Mexican~~bank trust ~~national~~or ~~with~~“fideicomiso.” ~~regard~~Thus, tovirtually all property in Mexico is available for purchase by foreigners, keeping in mind that the ~~use~~fideicomiso, ofor ~~his~~bank trust, must be used when acquiring property within the restricted zone.

~~Properties~~In this bank trust, the buyer of the property is designated as the “fideicomisario” or the beneficiary of the trust. While legal title is held by the bank, (specifically the trustee of the trust or the “fiduciario,”) the trustee must administer the property in accordance with the instructions of the buyer (the beneficiary of the trust). The property is not an asset of the bank and the trustee is obligated to follow every lawful instruction given by the beneficiary to perform legal actions, i.e. rent it, make improvements, sell it, etc.

~~Our~~As long ~~corporate~~as ~~headquarters~~the ~~are~~foreign ~~located~~buyer inof ~~month-~~the property adheres to~~-month leased~~ ~~office~~laws ~~facilities~~and atordinances ~~350~~of ~~10th~~Mexico ~~Ave.,~~and ~~Suite~~agrees ~~1000,~~not ~~San~~to ~~Diego~~invoke the protection of the government of his country, CAhe ~~92101~~may exercise the same rights as a Mexican national with regard to the use of his property.

~~Employees~~Properties

AsOur corporate ofheadquarters ~~the~~are ~~date~~located ofin ~~this~~month-to-month ~~report,~~leased weoffice ~~have~~facilities ~~four~~at ~~employees, three~~350 of10th ~~whom~~Ave., ~~are~~Suite ~~executive~~1000, ~~officers~~San ofDiego, ~~the~~CA ~~Company~~92101.

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

7As of the date of this report, we have six employees, all of whom are full-time employees of the Company.

~~Item~~We have ~~1A.~~and ~~Risk~~will ~~Factors~~continue to use independent contractors to assist us in accounting, marketing and selling our products.

~~An investment in our securities is highly speculative and subject to numerous and substantial risks. Readers are encouraged to review these risks carefully before making any investment decision.~~7

~~In addition to the other information provided in this~~Item ~~filing, you should carefully consider the following risk factors in evaluating our business before purchasing any of our common stock~~1A. ~~All~~ ~~material~~Risk ~~risks are discussed in this section~~Factors.

~~RISKS~~An investment ~~RELATED~~in TOour ~~OUR~~securities ~~BUSINESS~~is ~~AND~~highly ~~OPERATIONS~~speculative and subject to numerous and substantial risks. Readers are encouraged to review these risks carefully before making any investment decision.

~~There~~In addition isto ~~substantial~~the ~~doubt~~other ~~about~~information ~~our~~provided ~~ability to~~in ~~continue~~this asfiling, ayou ~~going~~should ~~concern.~~carefully Ifconsider wethe dofollowing ~~not~~risk ~~continue~~factors asin aevaluating ~~going~~our business ~~concern,~~before ~~investors~~purchasing ~~will~~any ~~lose~~of ~~their~~our ~~entire~~common ~~investment~~stock. All material risks are discussed in this section.

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

~~The~~There is ~~Company~~substantial ~~has~~doubt anabout ~~accumulated~~our ~~deficit~~ability ofto ~~$24.1~~continue ~~million~~ as ofa ~~December~~going ~~31, 2024~~concern. ~~This~~If ~~deficit~~we ~~may~~do ~~impact~~not ~~the~~continue ~~future~~as ofa ~~the~~going ~~Company in many ways including~~concern, ~~but~~investors ~~not~~will ~~limited to, making it more~~lose ~~difficult~~their toentire ~~borrow money, sell stock or to maintain a good trading price for our common stock~~investment.

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

~~Our Certificate of Incorporation generally limits~~The ~~our officers’ and directors’ personal liability to the~~ Company ~~and~~has ~~its~~an ~~stockholders~~accumulated ~~for~~deficit ~~breach~~ of ~~fiduciary~~$38.4 ~~duty~~million as ~~an officer or director except for breach~~ of ~~the~~December ~~duty of loyalty or acts or omissions not made in good faith~~31, or2025 ~~which~~and ~~involve intentional misconduct or~~ a ~~knowing~~net ~~violation~~loss of ~~law~~$14.3 ~~Our~~million ~~Certificate of Incorporation and Bylaws, provide indemnification~~ for ~~our officers and directors to~~ the ~~fullest~~year ~~extent~~ended ~~authorized by the Wyoming Business Corporation Act against all expense, liability, and loss, including attorney’s~~December ~~fees~~31, ~~judgments,~~2025. ~~fines~~This ~~excise~~deficit ~~taxes or penalties~~ and ~~amounts~~loss tomay beimpact ~~paid~~the infuture ~~settlement~~of ~~reasonably~~the ~~incurred~~Company ~~or suffered by an officer or director~~ in ~~connection~~many ~~with~~ways ~~any action~~including, ~~suit~~but ornot ~~proceeding,~~limited ~~whether civil or criminal~~to, ~~administrative~~making orit ~~investigative~~more ~~(hereinafter a~~difficult ~~“Proceeding”)~~ to ~~which~~borrow ~~the~~money, ~~officer~~sell orstock ~~director is made a party~~ or ~~is threatened~~ to bemaintain ~~made~~ a party, or in which the officer or director is involved by reason of the fact that he is or was an officer or director of the Company, or is or was serving at the request of the Company whether the basis of the Proceeding is an alleged action in an official capacity as an officer or director, or in any other capacity while serving as an officer or director. Thus, the Company may be prevented from recovering damages for certain alleged errors or omissions by the officers and directors for liabilities incurred in connection with their good ~~faith~~trading ~~acts~~price for ~~the~~our ~~Company. Such~~common ~~an indemnification payment might deplete the Company’s assets~~stock. Stockholders who have questions regarding the fiduciary obligations of the officers and directors of the Company should consult with independent legal counsel. It is the position of the Securities and Exchange Commission that exculpation from and indemnification for liabilities arising under the Securities Act and the rules and regulations there under, is against public policy and therefore unenforceable.

WeOur Certificate ~~will~~of ~~need~~Incorporation ~~additional~~and ~~capital~~Bylaws limit the liability of, ~~which~~and weprovide ~~may be~~indemnification ~~unable~~for, toour ~~obtain~~officers and directors.

Our Certificate ~~capital~~of ~~requirements~~Incorporation ingenerally ~~connection~~limits ~~with~~ our ~~development~~officers’ and directors’ personal liability to the Company and its stockholders ~~activities~~for breach of ~~our~~fiduciary ~~residential~~duty ~~property’s~~as ~~operations~~an ~~have~~officer ~~been~~or ~~and~~director ~~will~~except ~~continue~~for tobreach beof ~~significant.~~the Asduty of ~~December~~loyalty 31or acts or omissions not made in good faith, ~~2024~~or which involve intentional misconduct or a knowing violation of law. Our Certificate of Incorporation and Bylaws, weprovide doindemnification ~~expect~~for our officers and directors to ~~require~~the ~~additional~~fullest ~~funding~~extent ~~for~~authorized ~~more~~by ~~than~~the ~~one~~Wyoming ~~year~~Business inCorporation ~~order~~Act toagainst ~~continue~~all ~~development.~~expense, ~~construction~~liability, and ofloss, ~~houses~~including attorney’s fees, ~~infrastructure~~judgments, fines excise taxes or penalties and amounts to be paid in settlement reasonably ~~marketing~~incurred ~~activities~~or ~~associated~~suffered by an officer or director in connection with ~~our~~any ~~properties.~~action, ~~However~~suit or proceeding, ~~there~~whether ~~can~~civil or criminal, administrative or investigative (hereinafter a “Proceeding”) to which the officer or director is made a party or is threatened to be nomade ~~assurances~~a party, or in which the officer or director is involved by reason of the fact that wehe ~~will~~is ~~not~~or ~~need~~was ~~additional~~an ~~funding~~officer inor director of the ~~future~~Company, or ~~that~~is ~~our~~or ~~current~~was ~~cash~~serving ~~position~~at ~~will~~the berequest ~~sufficient~~of tothe ~~fund~~Company whether the basis of the Proceeding is an alleged action in an official capacity as an officer or director, or in any ~~future~~other ~~plans~~capacity towhile ~~accelerate~~serving ~~our~~as ~~commercialization~~an ~~efforts~~officer or director. InThus, the Company may be prevented from ~~event~~recovering ~~additional~~damages ~~funding~~for iscertain ~~necessary,~~alleged ~~there~~errors ~~can~~or beomissions noby ~~assurance~~the ~~that~~officers ~~financing~~and ~~will~~directors befor ~~available~~liabilities incurred in ~~amounts~~connection orwith their ongood ~~terms~~faith ~~acceptable~~acts tofor the Company. Such an indemnification payment might deplete the Company’s assets. Stockholders who have usquestions regarding the fiduciary obligations of the officers and directors of the Company should consult with independent legal counsel. It is the position of the Securities and Exchange Commission that exculpation from and indemnification for liabilities arising under the Securities Act and the rules and regulations there under, ifis atagainst ~~all~~public policy and therefore unenforceable.

8We will need additional capital, which we may be unable to obtain.

WeOur capital ~~are~~requirements ~~dependent~~in onconnection ~~the~~with ~~sale~~our development activities of our ~~securities~~residential ~~or debt~~property’s tooperations ~~fund~~have ~~our~~been ~~operations~~ and will continue ~~remain~~to sobe ~~until~~significant. weWe ~~generate~~may ~~sufficient~~require ~~revenues~~additional tofunding ~~pay~~ for ~~our~~more ~~operating~~than ~~costs.~~one ~~Our~~year ~~officers~~in ~~and~~order to continue development. construction of ~~directors~~houses, ~~have~~infrastructure ~~made~~and nomarketing ~~written~~activities ~~commitments~~associated with ~~respect~~our toproperties. ~~providing~~There acan ~~source~~be ofno ~~liquidity~~assurances inthat additional funding in the ~~form~~future ofor our current cash ~~advances,~~position ~~loans~~will ~~and/or financial~~be ~~guarantees.~~sufficient ~~There~~to ~~can~~fund beany nofuture ~~guarantee~~plans ~~that~~to weaccelerate our commercialization efforts or that financing will be ~~able~~available toin ~~successfully~~amounts ~~sell~~or ~~our~~on ~~equity~~terms oracceptable ~~debt~~to ~~securities~~us, if at all.

~~We have a potential conflict of interest with a company controlled by one of our officers and directors.~~8

We are ~~have~~dependent ~~and~~on ~~will~~the ~~continue~~sale toof ~~enter~~our ~~into~~securities ~~agreements with firms owned~~ or ~~controlled~~debt byto fund our ~~officers~~operations and ~~directors. A conflict of interest~~ will ~~arise~~remain ~~should~~so auntil ~~dispute~~we ~~occur~~generate ~~with~~sufficient ~~the~~revenues ~~respect~~to ofpay for our ~~rights~~operating ~~and~~costs. ~~obligations~~Our ~~pursuant~~officers ~~to the agreements~~ and ~~those~~directors ~~firms.~~have ~~Under~~made ~~Wyoming~~no ~~law,~~written acommitments ~~conflict-of-interest~~with ~~transaction~~respect isto ~~not voidable~~providing ifa ~~the~~source ~~transaction was fair at the time it was entered into or is approved in advance by the vote~~ of ~~the board of directors not~~liquidity ~~having an interest~~ in the ~~transaction~~form ~~if the material facts~~ of ~~the~~cash ~~transaction~~advances, ~~and~~loans ~~the director’s interest are disclosed~~ and/or ~~known to~~financial ~~the board prior to the vote~~guarantees. ~~Each~~There ~~officer~~can ~~and~~be ~~director~~no ~~owe~~guarantee ~~a fiduciary duty to the Company to present business opportunities to the Company. We do not believe, however,~~ that ~~the~~we ~~fiduciary~~will ~~duties~~be orable ~~contractual obligations of our officers or directors~~ to ~~other~~successfully ~~entities~~sell ~~will materially affect~~ our ~~ability~~equity ~~to identify and pursue business opportunities~~ or todebt ~~complete our initial business objectives~~securities.

~~Our~~We have ~~lack~~a potential conflict of ~~operations~~interest ~~makes~~with ~~evaluating~~a company controlled by one of our ~~business~~ ~~difficult~~officers and directors.

We have ~~almost~~and ~~ten~~will ~~years~~continue ofto ~~operational~~enter ~~history~~into agreements with firms owned or controlled by our officers and directors. ~~Accordingly,~~A conflict of interest will arise should a dispute occur with the respect of our ~~operations~~rights ~~are~~and ~~subject~~obligations pursuant to the ~~risks~~agreements ~~inherent~~and inthose ~~the~~firms. ~~establishment~~Under ofWyoming law, a ~~new~~conflict-of-interest ~~business~~transaction ~~enterprise,~~is ~~including~~not ~~access~~voidable toif ~~capital,~~the ~~successful~~transaction was fair at the time it was entered into or is approved in ~~implementation~~advance ofby ~~our~~the ~~business~~vote ~~plan~~of ~~and~~the ~~limited~~board ~~revenue~~of ~~from~~directors ~~operations.~~not Wehaving ~~cannot~~an ~~assure~~interest ~~you~~in ~~that~~the ~~our~~transaction ~~intended~~if ~~activities~~the ormaterial ~~plan~~facts of the transaction and ~~operation~~the ~~will~~director’s beinterest ~~successful~~are disclosed or ~~result~~known into ~~revenue~~the orboard ~~profit~~prior to usthe vote. Each officer and ~~any~~director ~~failure~~owe a fiduciary duty to the ~~implement~~Company ~~our~~to present business ~~plan~~opportunities ~~may~~to ~~have~~the aCompany. ~~material~~We ~~adverse effect~~do onnot believe, however, that the ~~business~~fiduciary duties or contractual obligations of ~~the~~our ~~Company~~officers or directors to other entities will materially affect our ability to identify and pursue business opportunities or to complete our initial business objectives.

ToOur relatively beshort ~~profitable,~~period weof ~~must:~~operations history in the industry makes evaluating our business difficult.

●We have ~~develop~~a ~~and~~short ~~identify~~period ~~new~~of ~~prospective~~time ~~purchasers~~in terms of operational history in our ~~real~~industry. ~~estate~~Accordingly, ●our ~~compete~~operations ~~with~~are ~~larger,~~subject ~~more~~to ~~established~~the ~~competitors~~risks inherent in the ~~real~~establishment ~~estate~~of ~~development~~a ~~industry;~~new ●business ~~maintain~~enterprise, ~~and~~including ~~enhance~~access to capital, successful implementation of our ~~brand~~business ~~recognition;~~plan and ●limited revenue ~~adapt~~from tooperations. ~~meet~~We ~~changes~~cannot inassure you that our ~~markets~~intended activities or plan of operation will be successful or result in revenue or profit to us and ~~competitive~~any ~~developments~~failure to implement our business plan may have a material adverse effect on the business of the Company.

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

~~There~~● isdevelop noand ~~guarantee~~identify ~~that~~new ~~the~~prospective ~~Company~~purchasers ~~will be~~of ~~able~~our toreal ~~complete~~estate ● compete with larger, more established competitors in the real estate development ofindustry; ~~its~~● ~~proposed~~maintain ~~properties~~and enhance our brand recognition; and ~~profitably~~● ~~sell~~adapt ~~any~~to ~~units~~meet changes in our markets and competitive developments.

~~The Company has acquired properties and thereafter,~~We ~~the~~may ~~Company~~not ~~intends~~be tosuccessful ~~construct~~in ~~and~~accomplishing ~~develop~~these ~~proposed resort properties as well as other residential and commercial property~~objectives. ~~There~~Further, ~~can be~~our nolack ~~assurance~~of ~~that~~operating ~~the~~history ~~Company~~makes ~~will~~it ~~complete~~difficult ~~the expected development plans or undertake~~ to ~~develop~~evaluate ~~other~~our ~~resorts or complete such development~~business ifand ~~undertaken~~prospects. ~~Risks~~Our ~~associated~~prospects ~~with~~must ~~the~~be ~~Company’s~~considered ~~development~~in ~~and~~light ~~construction~~of ~~activities may include~~ the risks, ~~that:~~uncertainties, ~~(i)~~expenses ~~acquisition~~ and~~/or~~ ~~development~~difficulties ~~opportunities~~frequently ~~may~~encountered by becompanies ~~abandoned;~~in ~~(ii)~~their ~~construction~~early ~~costs~~stages of adevelopment, ~~property~~particularly ~~may~~companies ~~exceed~~in ~~original~~highly ~~estimates,~~competitive ~~possibly~~industries. ~~making the~~The ~~resort~~historical ~~uneconomical~~information in orthis ~~unprofitable;~~report ~~and (iii) construction~~ may not be ~~completed~~indicative onof ~~schedule,~~our ~~resulting~~future infinancial ~~decreased~~condition ~~revenues~~ and ~~increased~~ ~~carrying~~future ~~cost~~performance. ~~such~~For asexample, ~~taxes~~we ~~and~~expect ~~interest~~that ~~expense.~~our Infuture annual ~~addition,~~growth ~~the~~rate ~~Company’s~~in ~~construction~~revenues ~~activities~~ will ~~typically~~ be ~~performed~~ bymoderate ~~third-party~~and ~~contractors,~~likely ~~the~~be ~~timing,~~less ~~quality~~than ~~and~~the ~~completion~~growth ofrates ~~which~~experienced in the ~~Company~~early ~~will~~part beof ~~unable~~our ~~to control~~history.

9There is no guarantee that the Company will be able to complete development of its proposed properties and profitably sell any units.

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

Our management will have complete discretion in making investments on our behalf in a range of real estate, which may include all types of properties. Consequently, prospective investors will not be able to evaluate for themselves the merits of the specific properties that may be acquired in the future and may not like the properties acquired. You will not be entitled to a return of your investment if you do not approve the properties purchased. Our investment decisions are not made through reliance on sophisticated mathematical models or arbitrage programs. Instead, investors are relying on the judgment of our management alone to locate suitable properties that meet our investment criteria.9

~~Our~~Investors will ~~proposed~~have ~~ownership~~no ofdiscretion ~~real estate may result~~ in ~~losses~~management’s ifreal ~~demand~~estate ~~for~~investment ~~property declines~~decisions.

~~From our current real estate projects and any future~~Our ~~real~~management ~~estate~~will ~~project~~have ~~acquired,~~complete wediscretion ~~will~~in bemaking ~~subject~~investments toon ~~risks~~our ~~incident~~behalf toin ~~the~~a ~~ownership~~range of real estate, ~~including:~~which ~~changes~~may ininclude ~~general~~all ~~economic~~types of orproperties. ~~local conditions~~Consequently, ~~such~~prospective asinvestors awill ~~decrease~~not inbe ~~demand~~able ~~for residential, commercial and industrial space due~~ to aevaluate ~~decrease~~for inthemselves ~~population~~the ~~or employment~~merits orof ~~changes in technology or adverse downturns in~~ the ~~general~~specific ~~economy;~~properties ~~changes to preferences~~ that ~~reduce the attractiveness~~ ofmay ~~our~~be ~~properties~~acquired ~~to end users; fluctuation~~ in ~~mortgage~~the ~~rates,~~future ~~building ownership or operating expenses; rises~~ and ~~falls~~may innot ~~undeveloped land~~like ~~values;~~the ~~costs of infrastructure, construction or other development costs; changes in supply or demand of competing~~ properties ~~in an~~acquired. ~~area;~~You ~~changes~~will innot ~~interest~~be ~~rates,~~entitled ~~zoning~~to ~~and~~a ~~other~~return ~~governmental regulations and availability~~ of ~~permanent~~your ~~mortgage~~investment ~~funds~~if ~~that may render~~you ~~the~~do ~~sale~~not ofapprove ~~a property difficult or unattractive; increases in~~ the ~~cost of adequate maintenance, insurance and other operating costs, including real estate taxes, associated with one or more~~ properties, ~~which~~purchased. ~~may~~Our ~~occur~~investment ~~even~~decisions ~~when~~are ~~a property is~~ not ~~generating~~made ~~revenue;~~through ~~inflation; and~~reliance ~~changes~~on insophisticated ~~tax~~mathematical ~~laws~~models or ~~and~~arbitrage ~~rates~~programs. AInstead, ~~negative~~investors ~~change~~are inrelying ~~any~~on ~~of these risks could reduce~~ the ~~demand~~judgment ~~for~~of ~~any~~our ~~properties~~management wealone ~~may acquire and a reduction in demand could result in a loss~~ to uslocate insuitable ~~the operation of or upon the sale of any such~~ properties wethat ~~may~~meet our ~~acquire~~investment criteria.

~~Property improvement costs are difficult to~~Our ~~estimate~~proposed ~~and~~ownership ifof ~~costs~~real ~~exceed~~estate ~~our budget, we~~ may ~~lose~~result ~~money~~in onlosses ~~the~~if ~~development~~demand ~~and~~for ~~sale of a~~ property declines.

~~Acquisition~~From our ofcurrent real estate projects and any ~~properties~~future ~~for~~real ~~improvement~~estate project acquired, ~~repositioning and~~we ~~sale~~will ~~entails~~be subject to risks incident to the ownership of real estate, including: changes in general economic or local conditions, such as ~~those~~a ~~contemplated~~decrease byin usdemand ~~that~~for ~~include~~residential, ~~the~~commercial ~~following,~~and industrial ~~any~~space ofdue ~~which~~to ~~could~~a ~~adversely~~decrease ~~affect~~in ~~our~~population ~~financial~~or employment or changes in technology or adverse downturns in the general economy; ~~performance~~changes ~~and~~to preferences that reduce the ~~value~~attractiveness of ~~your~~our ~~investment:~~properties ~~Our~~to ~~estimate~~end ofusers; ~~the~~fluctuation in mortgage rates, building ownership or operating expenses; rises and falls in undeveloped land values; costs of ~~improving~~infrastructure, construction or ~~repositioning~~other andevelopment ~~acquired~~costs; changes ~~property~~in ~~may~~supply ~~prove~~or ~~to be~~demand ~~too~~of ~~low~~competing properties in an area; changes in interest rates, zoning and, asother agovernmental ~~result,~~regulations and availability of permanent mortgage funds that may render the sale of a property ~~may~~difficult ~~fail~~or tounattractive; ~~meet~~increases ~~our~~in ~~estimates~~the cost of ~~the~~adequate ~~profitability~~maintenance, ofinsurance ~~the~~and ~~property~~other operating costs, ~~either~~including ~~temporarily~~real estate taxes, associated with one or more properties, which ~~for~~may occur even when a ~~longer~~property ~~time~~is not generating revenue; inflation; and changes in tax laws and rates. ~~Our~~A ~~pre-acquisition~~negative ~~evaluation~~change in any of ~~each~~these risks ~~new~~could ~~investment~~reduce the demand for any properties we may ~~not~~acquire ~~detect~~and ~~certain~~a ~~requirements,~~reduction ~~limitations,~~in ~~defects~~demand ~~or necessary~~could ~~improvements~~result ~~until~~in ~~after~~a loss to us in the ~~property~~operation of isor ~~acquired,~~upon ~~which~~the ~~could~~sale ~~significantly~~of ~~increase~~any ~~our~~such ~~total~~properties ~~costs~~we may acquire.

~~Our~~Property improvement ~~operating~~costs ~~results~~are ~~may~~difficult ~~suffer~~to ~~because~~estimate ~~of potential development~~ and ~~construction~~if ~~delays and resultant increased~~ costs ~~and~~exceed ~~risks~~our ~~which~~budget, ~~could~~we ~~reduce~~may ~~our~~lose ~~revenues~~money oron ~~lead~~the todevelopment ~~the~~and ~~loss~~ sale of ~~your~~a ~~investment~~property.

WeAcquisition of ~~may~~any ~~develop~~ properties, ~~including~~for ~~unimproved real properties~~improvement, ~~upon~~repositioning ~~which~~and wesale ~~will~~entails ~~construct~~risks ~~improvements.~~such Weas ~~may~~those becontemplated ~~subject~~by tous ~~uncertainties~~that ~~associated~~include ~~with~~the ~~re-zoning for development~~following, ~~environmental~~ ~~concerns~~any of ~~governmental~~which ~~entities~~could ~~and/or~~adversely ~~community~~affect ~~groups,~~our ~~and~~financial ~~our~~performance ~~builders’~~and ~~ability~~the tovalue ~~build~~of inyour ~~conformity~~investment: ~~with~~Our ~~plans,~~estimate ~~specifications, budgeted~~of the costs ~~and~~of ~~timetables.~~improving or Arepositioning ~~builder’s~~an ~~performance~~acquired property may ~~also~~prove to be ~~affected~~too orlow, ~~delayed~~and, byas ~~conditions~~a ~~beyond~~result, the ~~builder’s control.~~property ~~Delays~~may infail ~~completing~~to ~~construction~~meet ~~could~~our ~~also~~estimates ~~give~~of ~~tenants~~ the ~~right~~profitability of tothe ~~terminate~~property, ~~preconstruction~~either ~~leases.~~temporarily Weor ~~may~~for ~~incur~~a ~~additional risks~~longer ~~when~~time. weOur ~~make~~pre-acquisition ~~periodic~~evaluation ~~progress~~of ~~payments~~each ornew ~~other~~investment ~~advances~~may tonot ~~builders~~detect ~~before~~certain requirements, ~~they~~limitations, ~~complete~~defects ~~construction.~~or ~~These~~necessary ~~and~~improvements ~~other~~until ~~factors can~~after ~~result~~the inproperty ~~increased~~is ~~costs~~acquired, ofwhich acould ~~project~~significantly ~~or loss of~~ increase our ~~investment~~total costs.

10Our operating results may suffer because of potential development and construction delays and resultant increased costs and risks which could reduce our revenues or lead to the loss of your investment.

~~Our~~We may develop properties, including unimproved real ~~estate~~properties, ~~development~~upon ~~strategies~~which we will construct improvements. We may ~~not~~be subject to uncertainties associated with re-zoning for development, environmental concerns of governmental entities and/or community groups, and our builders’ ability to build in conformity with plans, specifications, budgeted costs and timetables. A builder’s performance may also be ~~successful~~affected or ~~which~~delayed by conditions beyond the builder’s control. Delays in completing construction could ~~reduce~~also ~~our~~give ~~revenues~~tenants the right to terminate preconstruction leases. We may incur additional risks when we make periodic progress payments or ~~lead~~other advances to ~~the~~builders before they complete construction. These and other factors can result in increased costs of a project or loss of ~~your~~our investment.

We may in the future engage in development activities to the extent attractive development projects become available. To the extent that we engage in development activities, we will be subject to risks associated with those activities that could adversely affect our financial condition, results of operations, cash flows and ability to pay distributions on, and the market price of, our common stock, including, but not limited to:10

●Our real estate development ~~projects~~strategies ~~in which we have invested~~ may ~~be abandoned and the related investment will be impaired; ● we may~~ not be ~~able~~successful ~~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 tocould ~~develop;~~reduce ●our werevenues ~~may not be able to obtain financing for development projects,~~ or ~~obtain~~lead 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~~loss of ayour ~~completed project~~investment.

~~Moreover,~~We may ~~substantial~~in the future engage in development activities, ~~regardless~~to the extent attractive development projects become available. To the extent that ofwe ~~their~~engage ~~ultimate~~in ~~success~~development activities, ~~typically~~we ~~require~~will abe ~~significant~~subject ~~amount~~to risks associated with those activities that could adversely affect our financial condition, results of ~~management’s~~operations, ~~time~~cash flows and ~~attention~~ability to pay distributions on, ~~diverting~~and ~~their~~the ~~attention from~~market price of, our ~~other~~common ~~operations.~~stock, including, but not limited to:

~~The~~● ~~real~~development ~~estate~~projects ~~market~~in iswhich ~~cyclical~~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 ~~downturn~~ 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 ~~market~~effects ~~could~~of ~~increase~~local weather conditions, the ~~risk~~possibility of ~~loss~~local or national strikes and the possibility of ~~your~~shortages ~~investment~~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.

~~Investment in real estate involves a high degree of business and financial risk~~Moreover, ~~which can result in~~ substantial ~~losses~~development ~~and accordingly should be considered speculative. The market for property in Mexico and the United States tends to be cyclical~~activities, ~~with~~regardless ~~periods in which the prices~~ of ~~properties~~their ~~rise~~ultimate ~~and~~success, ~~fall.~~typically ~~Prices~~require ~~have fallen in the past and have done so for~~ a significant ~~period~~amount of management’s time. ~~Any downturn in the real estate market in the U.S. or Mexico may have a negative effect on our operations~~ and ~~reduce~~attention, ~~any~~diverting ~~return~~their ~~generated~~attention ~~upon~~from ~~the sale of~~ our ~~property~~other operations.

~~Many~~ The real estate ~~costs~~market ~~are~~is ~~fixed~~cyclical, and ~~must~~a ~~be paid~~downturn ~~even~~of if the ~~property~~market ~~is not generating revenue which~~ could increase ~~your~~the risk of loss of your investment.

~~Our~~Investment in ~~financial~~real ~~results~~estate ~~depend~~involves ~~primarily~~a onhigh ~~being~~degree ~~able to~~of ~~add~~business ~~value~~ and ~~then~~financial ~~sell~~risk, ~~properties~~which tocan ~~others~~result onin ~~favorable~~substantial ~~terms.~~losses ~~Many~~and ~~costs~~accordingly ~~associated~~should ~~with~~be considered ~~real~~speculative. ~~estate~~The ~~investment,~~market ~~such~~for asproperty ~~debt~~in ~~service, real~~Mexico ~~estate taxes~~ and ~~maintenance~~the ~~costs,~~United ~~generally~~States ~~are~~tends ~~not~~to ~~reduced~~be ~~even~~cyclical, ~~when~~with aperiods ~~property~~in iswhich ~~not~~the ~~fully~~prices of ~~improved~~properties orrise ~~used~~and fall. ~~Thus,~~Prices ~~even~~have afallen ~~small increase~~ in the ~~time~~past toand ~~which~~have adone ~~real~~so ~~estate~~for ~~property~~a ~~can~~significant beperiod ~~sold~~of ~~can~~time. ~~result~~Any indownturn ~~a significant increase~~ in the ~~carry~~real estate ~~costs~~market ofin the ~~property~~U. ~~New~~S. ~~properties~~or ~~that~~Mexico we may ~~acquire~~have ~~may~~a ~~not~~negative ~~produce~~effect ~~any~~on ~~significant~~our ~~revenue immediately, and the cash flow from existing~~ operations ~~may be insufficient to pay the operating expenses~~ and ~~debt~~reduce ~~service~~any ~~associated~~return ~~with~~generated ~~that~~upon ~~property until~~ the ~~property~~sale isof ~~sold~~our property.

~~Because~~Many real ~~there~~estate iscosts noare ~~liquid~~fixed ~~market~~and ~~for~~must ~~our properties, we may~~ be ~~unable~~paid toeven ~~sell~~if athe property ~~when~~is itnot ~~planned~~generating ~~to,~~revenue which could increase your risk of loss of your investment.

~~Liquidity relates to our ability to sell a property~~Our infinancial aresults ~~timely~~depend ~~manner~~primarily aton abeing ~~price~~able ~~that~~to ~~reflects~~add ~~the fair~~ value ofand ~~that~~then ~~property.~~sell ~~The~~properties ~~illiquidity~~to ofothers ~~properties~~on ~~may~~favorable ~~adversely~~terms. ~~affect~~Many ~~our~~costs ~~ability~~associated towith ~~dispose~~real ofestate investment, such ~~properties~~as indebt aservice, ~~timely~~real ~~manner~~estate taxes and atmaintenance acosts, ~~fair~~generally ~~price~~are atnot ~~times~~reduced even when wea ~~deem~~property is itnot ~~necessary~~fully improved or ~~advantageous~~used. ~~The~~Thus, ~~timing~~even ~~and likelihood~~a ofsmall ~~liquidation~~increase ~~events~~in isthe ~~uncertain~~time ~~and~~to ~~unpredictable~~which ~~and~~a ~~affected~~real byestate ~~general~~property ~~economic~~can ~~and~~be ~~property-specific~~sold ~~conditions.~~can ~~There may~~result ~~not~~in be a ~~market,~~significant increase orin the ~~market~~carry ~~may~~costs beof ~~very limited, for~~ the ~~real~~property. ~~estate~~New properties that we ~~will~~may ~~try~~acquire tomay ~~sell,~~not ~~even~~produce ~~though~~any wesignificant ~~will~~revenue ~~make appropriate~~immediately, ~~efforts~~and ~~to cover~~ the ~~available~~cash ~~market.~~flow ~~Investments~~from inexisting ~~real~~operations ~~properties are generally not liquid. We~~ may ~~not~~ be ~~able~~insufficient to ~~dispose~~pay ofthe ~~future properties~~operating ~~within~~expenses ~~its anticipated time schedule~~ and ~~the~~debt ~~sales~~service ofassociated ~~such~~with ~~properties~~that ~~may~~property until ~~not be made at~~ the ~~prices~~property ~~projected~~is ~~by us~~sold.

WeBecause there ~~are~~is ~~subject~~no toliquid ~~zoning~~market ~~and~~for ~~environmental~~our ~~controls that~~properties, we may ~~restrict~~be ~~the~~unable ~~use~~to ofsell ~~our~~a property when it planned to, which could increase your risk of loss of your investment.

~~Governmental~~Liquidity relates ~~zoning~~to ~~and~~our ~~land~~ability ~~use~~to ~~regulations~~sell ~~may~~a ~~exist or~~property bein ~~promulgated~~a ~~that~~timely ~~could~~manner ~~have~~at ~~the~~a ~~effect~~price ofthat ~~restricting~~reflects orthe ~~curtailing~~fair ~~certain~~value ~~uses~~ of ~~our~~that ~~real estate~~property. ~~Such~~The ~~regulations~~illiquidity of ~~could~~properties may adversely affect ~~the~~our ~~value~~ability ofto ~~any~~dispose of ~~our~~such properties ~~affected~~in bya ~~such~~timely ~~regulations.~~manner Inand ~~recent~~at ~~years~~a ~~real~~fair ~~estate~~price ~~values~~at ~~have~~times ~~also~~when ~~sometimes been adversely~~we ~~affected~~deem byit ~~the~~necessary ~~presence of hazardous substances~~ or ~~toxic~~advantageous. ~~waste~~The ~~on,~~timing ~~under~~and orlikelihood inof ~~the~~liquidation ~~environs~~events ofis ~~the~~uncertain ~~property.~~and Aunpredictable ~~substance~~and ~~(or~~affected ~~the~~by ~~amount~~general ofeconomic aand ~~substance)~~property-specific conditions. There may not be ~~considered~~a ~~safe~~market, ator the ~~time~~market ~~the~~may ~~property~~be isvery ~~purchased~~limited, ~~but~~for ~~later~~the ~~classified~~real byestate ~~law~~that aswe will ~~hazardous.~~try ~~Owners~~to ofsell, ~~properties have~~even ~~been~~though ~~liable~~we ~~for~~will ~~substantial~~make ~~expenses~~appropriate efforts to ~~remedy~~cover ~~chemical~~the ~~contamination~~available ofmarket. ~~soil~~Investments ~~and~~in ~~groundwater~~real ~~at their~~ properties ~~even~~are ~~if the contamination~~generally ~~predated~~not ~~their ownership~~liquid. ~~Although~~We wemay ~~intend~~not tobe ~~exercise~~able ~~reasonable efforts~~ to ~~assure~~dispose ~~that~~of nofuture properties ~~are~~within ~~acquired~~its ~~that~~anticipated ~~give~~time ~~rise~~schedule ~~to such~~and ~~liabilities,~~the ~~chemical~~sales ~~contamination~~of ~~cannot~~such ~~always~~properties may not be ~~detected~~made ~~through~~at ~~readily available means, and~~ the ~~possibility~~prices ofprojected ~~such~~by ~~liability cannot be excluded~~us.

11We are subject to zoning and environmental controls that may restrict the use of our property.

~~Under~~Governmental zoning ~~various foreign, federal, state~~ and ~~local~~land ~~laws, ordinances~~use ~~and~~ regulations, we may exist or be ~~required~~promulgated tothat ~~investigate~~could ~~and~~have ~~clean~~the upeffect ~~certain~~of ~~hazardous~~restricting or ~~toxic~~curtailing ~~substances~~certain ~~released~~uses onof ~~or in properties~~our wereal ~~own~~estate. orSuch ~~operate,~~regulations ~~and~~could ~~also~~adversely ~~may~~affect bethe ~~required~~value toof ~~pay~~any ~~other~~of ~~costs~~our ~~relating~~properties toaffected ~~hazardous~~by orsuch ~~toxic substances~~regulations. ~~This~~In ~~liability~~recent ~~may be imposed~~years ~~without~~real ~~regard~~estate tovalues ~~whether~~have wealso ~~knew~~sometimes ~~about~~been ~~the~~adversely ~~release~~affected ofby ~~these~~the ~~types~~presence of hazardous substances or ~~were~~toxic ~~responsible~~waste ~~for~~on, ~~their~~under ~~release.~~or ~~The~~in the ~~presence~~environs of ~~contamination~~ or the ~~failure~~property. toA ~~remediate~~substance ~~property’~~(or ~~contaminations~~the atamount ~~any~~ of ~~our~~a ~~properties~~substance) may ~~adversely~~be ~~affect~~considered ~~our~~safe ~~ability~~at ~~to sell~~the ortime ~~lease~~ the ~~properties~~property oris topurchased but ~~borrow~~later ~~using~~classified ~~the~~by ~~properties~~law as ~~collateral~~hazardous. ~~The~~Owners ~~costs or liabilities could exceed the value~~ of ~~the~~properties ~~affected real estate. We~~ have ~~not~~ been ~~notified~~liable byfor ~~any~~substantial ~~governmental~~expenses ~~authority,~~to ~~however,~~remedy chemical contamination of ~~any~~soil ~~non-compliance,~~and ~~liability~~groundwater orat ~~other~~their ~~claim~~properties ineven ~~connection with~~if ~~any~~the ofcontamination ~~our~~predated ~~properties,~~their ~~and~~ownership. Although we ~~are~~intend ~~not~~to ~~aware~~exercise ofreasonable efforts ~~any~~to ~~other~~assure ~~environmental~~that ~~condition~~no ~~with~~properties ~~respect~~are toacquired ~~any~~that ofgive ~~our~~rise ~~properties~~to ~~that~~such ~~management believes~~liabilities, ~~would~~chemical ~~have~~contamination acannot ~~material~~always ~~adverse~~be ~~effect~~detected through onreadily ~~our~~available ~~business~~means, ~~assets~~and orthe ~~results~~possibility of ~~operations~~such ~~taken~~liability ascannot abe ~~whole~~excluded.

Although we will attempt to determine the environmental condition of each property as part of our due diligence, we cannot be certain that this investigation will reveal all conditions that may impose an obligation on us to mitigate the environmental condition. If we were subject to environmental liability, which could be imposed based on our ownership of its property; such liability could adversely affect the value of your investment.11

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

WeAlthough we ~~currently~~will ~~carry~~attempt ato ~~$2,000,000~~determine ~~general liability policy for~~ the ~~Company.~~environmental Oncondition ~~Emerald~~of ~~Grove~~each weproperty ~~have~~as apart ~~comprehensive~~of ~~homeowner’s~~our ~~policy~~due ~~which~~diligence, ~~also~~we ~~extends~~cannot tobe ~~the~~certain ~~three~~that ~~(3)~~this investigation ~~vacant~~will ~~parcels. Any~~reveal ~~ILA,~~all ~~vacant~~conditions ~~lot~~that ~~buyers~~may orimpose ~~homebuyers~~an ~~will~~obligation beon ~~encouraged~~us to ~~carry~~mitigate ~~their~~the ~~own~~environmental ~~individual insurance policies~~condition. InIf ~~addition,~~we ifwere ~~losses occur,~~subject ~~they may exceed insurance policy limits, and policies may contain exclusions with respect~~ to ~~various~~environmental ~~types of losses or other matters. Consequently~~liability, ~~all~~which orcould ~~a portion of our properties may not~~ be ~~covered~~imposed bybased ~~disaster~~on ~~insurance~~our ~~and~~ownership ~~insurance~~of ~~may~~its ~~not~~property; ~~cover~~such ~~all~~liability ~~losses which~~ could ~~reduce~~adversely ~~the~~affect the value of your investment.

We may ~~cannot~~be ~~control~~subject ~~certain~~to ~~factors~~partially ~~affecting~~uninsured ~~the~~losses ~~performance~~that ~~and~~may ~~value of~~require asubstantial ~~property,~~payments which ~~may~~could ~~cause~~reduce the value of ~~that property and~~ your investment ~~to decline~~.

~~The economic performance and value of our real estate~~We ~~assets~~currently ~~will~~carry bea ~~subject to the risks described below that are normally associated with changes in national~~$2, ~~regional~~000,000 ~~and~~general ~~local~~liability ~~political, economic~~policy ~~and~~for ~~market~~the ~~conditions~~Company. ~~These~~On ~~factors~~Emerald ~~may~~Grove ~~adversely~~we ~~affect~~have ~~the~~a ~~ability~~comprehensive ofhomeowner’s ~~our customers to buy our real estate. Other local economic~~policy ~~conditions~~which ~~that~~also ~~may~~extends ~~affect~~to the ~~performance~~three ~~and~~(3) ~~value~~vacant ofparcels. ~~the~~Any ~~properties~~ILA, ~~include~~vacant ~~the~~lot ~~local economy of a given real estate project; competition for~~ buyers, ~~including~~or ~~competition~~homebuyers ~~based~~will onbe ~~attractiveness~~encouraged ~~and~~to ~~location~~carry oftheir ~~the~~own ~~property; and the quality of amenities a project has to~~individual ~~offer~~insurance policies. In addition, ~~other~~if ~~factors~~losses ~~may~~occur, ~~affect~~they ~~the~~may ~~performance~~exceed ~~and~~insurance ~~value~~policy ~~of a property adversely~~limits, ~~including changes in laws~~ and ~~governmental regulations~~policies ~~(including~~may ~~those~~contain ~~governing~~exclusions ~~usage,~~with ~~zoning~~respect to ~~and~~various ~~taxes),~~types ~~changes~~of inlosses ~~interest~~or ~~rates~~other ~~(including~~matters. ~~the~~Consequently, ~~risk~~all ~~that~~or ~~increased interest rates may result in~~ a ~~decline~~portion ~~in the liquidity~~ of our properties), ~~declines~~may innot ~~housing~~be orcovered ~~commercial~~by ~~property~~disaster ~~purchases~~ insurance and ~~the~~insurance ~~availability of~~may ~~financing.~~not ~~Adverse~~cover ~~changes~~all inlosses ~~any of these factors, each of~~ which ~~is beyond our control,~~ could reduce the ~~cash flow that we receive from our properties, and adversely affect the~~ value of your investment.

IfWe cannot wecontrol ~~choose~~certain tofactors ~~carry~~affecting ~~debt,~~the ~~inability~~performance toand ~~make secured~~value ~~debt payments could result in loss~~ of ~~mortgaged~~a property, ~~and~~which ~~reduce~~may cause the value of ~~your~~that property and your investment to decline.

The economic ~~Company~~performance ~~carries~~and ~~secured~~value ~~and~~of ~~unsecured~~our ~~promissory notes.~~real ~~Debt~~estate ~~financing~~assets ~~carries~~will ~~many~~be subject to the risks, ~~including~~described ~~refinancing~~below ~~difficulties,~~that ~~loss~~are ofnormally ~~mortgaged~~associated ~~properties~~with changes in national, ~~reduced~~regional, ~~ability~~and tolocal ~~obtain new~~political, ~~financing~~economic and ~~increases~~market ~~in interest~~conditions. WeThese factors may ~~choose~~adversely toaffect ~~use~~the ~~debt~~ability ~~financing~~of our incustomers ~~connection~~to ~~with~~buy ~~future~~our ~~properties~~real estate. IfOther welocal ~~cannot~~economic ~~meet~~conditions ~~our secured~~that ~~debt~~may ~~obligations,~~affect the ~~lender~~performance ~~could~~and ~~take~~value of the ~~collateral~~properties ~~and~~include the welocal ~~would~~economy ~~lose~~of ~~both~~a ~~the~~given ~~secured~~real ~~property~~estate ~~and~~project; ~~the~~competition ~~income~~for buyers, ifincluding ~~any,~~competition itbased on attractiveness and location ~~produces.~~of ~~Foreclosure~~the onproperty; ~~mortgaged~~and ~~properties~~the orquality anof ~~inability~~amenities a project has to ~~refinance~~offer. ~~existing~~In ~~indebtedness~~addition, ~~would~~other ~~likely~~factors ~~have~~may aaffect ~~negative~~the ~~impact~~performance onand value ~~our~~of ~~financial~~a ~~condition~~property adversely, including changes in laws and ~~results~~governmental ofregulations ~~operations.~~(including Wethose ~~could~~governing ~~have~~usage, tozoning ~~pay~~and ~~substantial~~taxes), changes ~~legal~~in ~~costs~~interest rates (including the risk that increased interest rates may result in ~~connection~~a ~~with~~decline ~~foreclosure~~in the liquidity of aour ~~property~~properties), declines in housing or commercial property purchases and ~~thus~~the beavailability ~~subject~~of tofinancing. aAdverse ~~deficiency~~changes ~~judgment~~in ifany ~~the~~of ~~foreclosure~~these ~~sale~~factors, ~~amount~~each of which is ~~insufficient~~beyond toour ~~satisfy~~control, could reduce the ~~mortgage~~cash flow that we receive from our properties, and adversely affect the value of your investment.

12If we choose to carry debt, inability to make secured debt payments could result in loss of mortgaged property and reduce the value of your investment.

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

We may borrow money at variable interest rates in the future to finance operations. Increases in interest rates would increase our interest expense on our variable rate debt, which would adversely affect cash flow and our ability to service our debt and make distributions to us.12

~~Our lack of an established brand name and relative~~Rising ~~lack~~interest ofrates ~~resources~~ could ~~negatively~~adversely ~~impact~~affect our ~~ability~~interest toexpense ~~effectively~~and ~~compete~~cash inflow ~~the~~and ~~real estate market, which could~~ reduce the value of your investment.

We may doborrow ~~not~~money ~~have~~at anvariable ~~established~~interest ~~brand~~rates ~~name or reputation~~ in the ~~real~~future ~~estate business. We also have a relative lack of resources~~ to ~~conduct~~finance ~~our business~~ operations. ~~Thus,~~Increases wein ~~may~~interest ~~have~~rates ~~difficulty effectively~~would ~~competing~~increase ~~with~~our ~~companies~~interest expense ~~that~~on ~~have~~our ~~greater~~variable ~~name~~rate ~~recognition and resources than we do. Presently~~debt, wewhich ~~have no patents, copyrights, trademarks and/or service marks that~~ would ~~protect~~adversely ~~our~~affect ~~brand~~cash ~~name~~flow orand our ~~proprietary~~ability ~~information, nor do we have any current plans~~ to ~~file~~ ~~applications~~service ~~for~~our ~~such~~debt ~~rights.~~and ~~Our~~make ~~inability~~ distributions to ~~promote and/or protect~~ our ~~brand name may have an adverse effect on our ability to compete effectively in the real estate market~~stockholders.

WeOur lack ~~may~~of ~~make~~an ~~changes~~established tobrand name and relative lack of resources could negatively impact our ~~business,~~ability ~~investment, leverage~~to ~~and~~effectively ~~financing~~compete ~~strategies~~in ~~without~~the ~~stockholder~~real estate ~~consent~~market, which could reduce the value of your investment.

~~Our discussions with various individuals concerning~~We ~~various~~do ~~properties~~not ~~or projects~~ have ~~included~~an ~~general~~established ~~discussions~~brand ofname ~~acquiring properties directly either ourselves~~ or inreputation ~~a joint venture with others or of developing properties either ourselves or~~ in ~~a joint venture with others. There is no limitation in~~ the ~~amount~~real ofestate ~~funds we may invest in either property acquisition or property development~~business. ~~There~~We isalso nohave ~~limitation~~a onrelative orlack ~~percentage allocation~~ of ~~funds~~resources orto ~~assets~~conduct ~~between~~our ~~property~~business ~~acquisition and property development, or between 100% ownership and joint venture ownership~~operations. ~~Further~~Thus, ~~as the market evolves,~~ we may ~~change~~have ~~our~~difficulty ~~business,~~effectively ~~investment~~competing ~~and~~with ~~financing~~companies ~~strategies~~that ~~without~~have agreater ~~vote~~name ~~of,~~recognition orand ~~notice~~resources than ~~to,~~we ~~our~~do. ~~stockholders~~Presently, ~~which~~we ~~could~~have ~~result in~~no ~~our making investments and engaging in business activities that are different from~~patents, ~~and possibly riskier than~~copyrights, ~~the~~trademarks ~~investments~~ and ~~businesses~~/or ~~described~~service inmarks ~~this~~that ~~filing.~~would Inprotect ~~particular,~~our abrand ~~change~~name inor our ~~investment strategy~~proprietary information, ~~including~~nor ~~the~~do ~~manner in which~~ we ~~allocate~~have ~~our resources~~any ~~across~~current ~~our~~plans ~~portfolio~~to orfile ~~the~~applications ~~types~~for ofsuch ~~assets~~rights. inOur ~~which~~inability ~~we seek~~ to ~~invest,~~promote ~~may~~and/or ~~increase~~protect our ~~exposure to interest rate risk, default~~brand ~~risk~~name ~~and real estate market fluctuations. In addition, we~~ may inhave ~~the~~an ~~future~~adverse ~~use~~effect ~~leverage~~on ~~at times and in amounts deemed prudent by~~ our ~~management~~ inability ~~its discretion, and such decision would not be subject~~ to ~~stockholder~~compete ~~approval.~~effectively ~~Changes~~in ~~to our strategies with regards to~~ the ~~foregoing~~real ~~could~~estate ~~materially and adversely affect our financial condition, results of operations~~market.

We may ~~depend~~make ~~heavily~~changes onto ~~key~~our ~~personnel~~business, investment, leverage and ~~turnover of~~financing ~~key~~strategies ~~senior~~without ~~management~~stockholder consent, which could ~~harm~~reduce ~~our~~the ~~business~~value of your investment.

Our discussions ~~future~~with ~~business~~various ~~and~~individuals ~~results~~concerning various properties or projects have included general discussions of ~~operations~~acquiring ~~depend~~properties directly either ourselves or in ~~significant~~a ~~part~~joint ~~upon~~venture ~~the~~with ~~continued~~others ~~contributions~~or of ~~our~~developing ~~Chief~~properties ~~Executive~~either ~~Officer,~~ourselves ~~Chief~~or ~~Financial~~in ~~Officer~~a ~~and~~joint ~~Chairman~~venture ofwith others. There is no limitation in the ~~Board.~~amount Ifof funds we ~~lose their~~may ~~services~~invest in either property acquisition or ifproperty ~~they~~development. ~~fail~~There tois ~~perform~~no inlimitation on ~~their~~or ~~current~~percentage ~~position,~~allocation of funds or ifassets webetween ~~are~~property ~~not~~acquisition ~~able~~and toproperty ~~attract~~development, or between 100% ownership and ~~retain~~joint venture ~~skilled~~ownership. ~~employees~~Further, as ~~needed~~ the market evolves, we may change our business, ~~could~~investment ~~suffer.~~and ~~Significant~~financing ~~turnover~~strategies inwithout a vote of, or notice to, our ~~senior~~stockholders, ~~management~~which could ~~significantly~~result ~~deplete~~in our ~~institutional~~making ~~knowledge held~~investments byand ~~our~~engaging ~~existing~~in ~~senior~~business ~~management~~activities ~~team.~~that Weare ~~depend~~different onfrom, and possibly riskier than, the ~~skills~~investments and ~~abilities~~businesses ofdescribed ~~these~~in ~~key~~this ~~officers~~filing. In particular, a change in ~~managing~~our investment strategy, including the ~~product~~manner ~~acquisition~~in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase ~~marketing~~our exposure to interest rate risk, default risk and ~~sales~~real ~~aspects~~estate ofmarket ~~our~~fluctuations. ~~business~~In addition, ~~any~~we ~~part~~may ofin ~~which~~the ~~could~~future beuse ~~harmed~~leverage at times and in amounts deemed prudent by ~~turnover~~our management in its discretion, and such decision would not be subject to stockholder approval. Changes to our strategies with regards to the ~~future~~foregoing could materially and adversely affect our financial condition, results of operations.

~~Our~~We depend ~~future~~heavily ~~results~~on key personnel, and ~~reputation~~turnover ~~may~~of bekey ~~affected~~senior bymanagement ~~litigation~~could ~~or other~~harm ~~liability~~our ~~claims~~business.

WeOur future ~~have~~business ~~procured~~and aresults ~~$2,000,000~~of ~~general~~operations ~~liability~~depend ~~insurance policy~~in ~~for~~significant ~~our~~part ~~business.~~upon Inthe ~~addition,~~continued wecontributions ~~procured~~of aour ~~$1,000,000~~Chief Executive ~~and~~Officer, Chief ~~Corporate~~Financial ~~Securities~~Officer ~~Liability~~and ~~policy~~Chairman ~~(“D&O”). To~~of the ~~extent~~Board. ~~that~~If we ~~suffer~~lose atheir ~~loss~~services ofor aif ~~type~~they ~~which~~fail ~~would~~to ~~exceed~~perform ~~our~~in ~~limit~~their current position, or if we are not able to attract and retain skilled employees as needed, our business could ~~incur~~suffer. ~~significant~~Significant ~~expenses~~turnover in ~~defending~~our ~~any~~senior ~~action~~management ~~against~~could ussignificantly ~~and~~deplete inour ~~paying~~institutional ~~any~~knowledge ~~claims~~held ~~that~~by ~~result~~our ~~from~~existing asenior ~~settlement~~management orteam. ~~judgment~~We ~~against~~depend ~~us.~~on ~~Adverse~~the ~~publicity~~skills ~~could~~and ~~result~~abilities of these key officers in amanaging ~~loss~~the ~~of consumer~~product ~~confidence~~acquisition, inmarketing and sales aspects of our business, orany ~~our~~part ~~securities~~of which could be harmed by turnover in the future.

13Our future results and reputation may be affected by litigation or other liability claims.

We have ~~may~~procured bea ~~subject~~$2,000,000 togeneral ~~regulatory~~liability ~~inquiries~~insurance policy for our business. In addition, ~~claims~~we procured a $1,000,000 executive and corporate ~~suits~~securities ~~prosecutions~~liability policy. To the extent that we suffer a loss of a type which ~~may~~would ~~impact~~exceed our ~~profitability~~limit, we could incur significant expenses in defending any action against us and in paying any claims that result from a settlement or judgment against us. Adverse publicity could result in a loss of consumer confidence in our business or our securities.

Any failure or perceived failure by us to comply with applicable laws and regulations may subject us to regulatory inquiries, claims, suits and prosecutions. We can give no assurance that we will prevail in such regulatory inquiries, claims, suits, and prosecutions on commercially reasonable terms or at all. Responding to, defending and/or settling regulatory inquiries, claims, suits, and prosecutions may be time-consuming and divert management and financial resources or have other adverse effects on our business. A negative outcome in any of these proceedings may result in changes to or discontinuance of some of our services, potential liabilities or additional costs that could have a material adverse effect on our business, results of operations, financial condition, and future prospects.13

We may ~~are~~be ~~vulnerable~~subject to ~~concentration~~regulatory ~~risks~~inquiries, ~~because we~~claims, ~~intend~~suits toprosecutions ~~focus~~which onmay ~~the~~impact ~~residential~~our ~~rather than commercial market~~profitability.

WeAny failure ~~intend~~or perceived failure by us to ~~focus~~comply onwith ~~residential~~applicable ~~rather~~laws ~~than~~and ~~commercial~~regulations may subject us to regulatory inquiries, claims, suits ~~properties~~and prosecutions. ~~Economic~~We ~~shifts~~can ~~affect~~give ~~residential~~no assurance that we will prevail in such regulatory inquiries, claims, suits, and ~~commercial~~prosecutions ~~property~~on ~~markets~~commercially reasonable terms or at all. Responding to, defending and/or ~~thus~~settling ~~our~~regulatory ~~business~~inquiries, inclaims, ~~different~~suits, ~~ways.~~and Aprosecutions ~~developer~~may be time-consuming ~~with~~and ~~diversified~~divert ~~projects~~management and financial resources or have other adverse effects on our business. A negative outcome in ~~both~~any ~~sectors~~of these proceedings may beresult ~~better~~in ~~able~~changes to ~~survive~~or adiscontinuance ~~downturn~~of insome ~~the~~of ~~residential~~our ~~market~~services, ifpotential ~~the~~liabilities ~~commercial~~or ~~market remains~~additional ~~strong.~~costs ~~Our~~that ~~focus~~could onhave ~~the~~a ~~residential~~material adverse ~~sector~~effect ~~can~~on ~~make~~our usbusiness, ~~more~~results ~~vulnerable~~of ~~than~~operations, afinancial ~~diversified~~condition, ~~developer~~and future prospects.

~~RISKS~~We are ~~RELATED~~vulnerable TOto ~~OUR~~concentration ~~MEXICAN~~risks ~~OPERATIONS~~because we intend to focus on the residential rather than commercial market.

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

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

~~The~~General economic ~~value~~conditions ofin ~~our~~Mexico ~~securities~~ may behave ~~affected by~~an ~~the~~adverse ~~foreign~~effect ~~exchange~~on ~~rate~~our ~~between~~operations ~~U.S. dollars~~ and ~~the~~reduce ~~currency~~our ~~of Mexico~~revenues.

~~The~~General economic ~~value~~conditions ofin ~~our~~Mexico, ~~common~~such ~~stock~~as ~~may~~inflation, behigh ~~affected~~energy byprices, ~~the foreign~~expensive ~~exchange~~telecommunication ~~rate~~services, ~~between U.S. dollars and~~ the ~~currency~~scarcity of ~~Mexico,~~skilled ~~and between those currencies and other currencies in which our revenues~~labor, ~~expenses, assets,~~ and ~~liabilities~~the ~~may~~Mexican begovernment’s ~~denominated.~~inability ~~For example,~~ to ~~the~~regulate ~~extent~~these ~~that~~input wemarkets ~~need~~may todiminish ~~convert~~Mexico’s ~~U.S.~~comparative ~~dollars~~advantage ~~into~~and ~~the~~earning ~~currency~~capacity ofin ~~Mexico~~key ~~for~~industries ~~our~~such ~~operational~~as ~~needs,~~real ~~should~~estate; ~~the~~additionally, ~~currency~~weakening of ~~Mexico appreciate against~~ the U.S. dollar atversus ~~that~~the ~~time,~~Mexican ~~our~~Peso ~~financial position,~~and ~~the~~tax ~~business~~fluctuations in ofMexico, ~~the~~may ~~Company,~~have ~~and~~an ~~the~~adverse ~~price~~impact ofon our ~~common~~business ~~stock~~and ~~may~~financial ~~be harmed~~results. ~~Conversely,~~The ifglobal weeconomy ~~decide~~in togeneral ~~convert~~and the ~~currency~~economic conditions ofin Mexico ~~into~~remain Uuncertain.S. ~~dollars~~Weak ~~for~~economic ~~the~~conditions ~~purpose~~could ofresult ~~declaring~~in ~~dividends~~lower ondemand ~~our common stock or~~ for ~~other~~our ~~business~~properties, ~~purposes~~resulting ~~and~~in ~~the~~lower ~~U.S. dollar appreciates against the currency of Mexico~~sales, ~~the U.S. dollar equivalent of our~~ earnings, and ~~from~~cash ~~our subsidiaries in Mexico would be reduced~~flows.

WeThe value ~~are~~of ~~subject~~our tosecurities ~~anti-corruption~~may ~~laws~~be inaffected by the ~~jurisdictions~~ inforeign ~~which~~exchange werate ~~operate,~~between ~~including the~~ U.S. ~~Foreign~~dollars ~~Corrupt~~and ~~Practices Act (~~the ~~“FCPA”),~~currency as well as trade compliance and economic sanctions laws and regulations. Our failure to comply with these laws and regulations could subject us to civil and criminal penalties, harm our reputation and materially adversely affect our business, financial condition and results of ~~operations~~Mexico.

~~Doing~~The value ~~business~~of inour ~~Mexico~~common ~~requires~~stock usmay tobe ~~comply~~affected ~~with~~ by the ~~laws~~foreign ~~and~~exchange ~~regulations~~rate ofbetween ~~numerous jurisdictions~~U.S. ~~These~~dollars ~~laws~~ and ~~regulations~~the ~~place~~Mexican ~~restrictions~~Peso, onand ~~our~~between ~~operations~~those currencies and ~~business~~other ~~practices. In~~currencies ~~particular,~~in wewhich ~~are~~our ~~subject~~revenues, toexpenses, ~~the FCPA~~assets, ~~which generally prohibits companies~~ and ~~their~~liabilities ~~intermediaries~~may ~~from~~be ~~providing~~denominated. ~~anything~~For ofexample, ~~value~~ to ~~foreign officials for~~ the ~~purpose~~extent ofthat ~~obtaining~~we need orto ~~retaining~~convert ~~business~~the ~~or securing any improper business advantage, along with various other anti-corruption laws~~U.S. Asdollars ainto ~~result~~the ofMexican ~~doing~~Pesos ~~business~~for inour ~~Mexico~~operational needs, weshould ~~are~~the ~~exposed~~Mexican toPeso aappreciate ~~heightened~~against ~~risk~~the ~~of violating anti-corruption laws~~U.S. dollar ~~Although~~at wethat ~~have~~time, ~~implemented~~our ~~policies~~financial ~~and procedures designed to ensure that we~~position, our ~~employees~~business, and ~~other intermediaries comply with~~ the ~~FCPA~~price ~~and~~of ~~other~~our ~~anti-corruption~~common ~~laws~~stock tomay ~~which~~be weharmed. ~~are subject~~Conversely, ~~there~~if iswe nodecide to ~~assurance~~convert ~~that~~the ~~such~~Mexican ~~policies~~Pesos orinto ~~procedures~~the ~~will~~U.S. ~~work~~dollars ~~effectively all~~for of the ~~time~~purpose orof ~~protect~~declaring usdividends ~~against~~on ~~liability~~our ~~under~~common ~~the~~stock ~~FCPA~~ or ~~other laws~~ for ~~actions taken by our employees and~~ other ~~intermediaries with respect to our~~ business orpurposes and ~~any~~the ~~businesses~~U.S. ~~that~~dollar weappreciates ~~may~~against ~~acquire.~~the ~~Any~~Mexican ~~continued international expansion~~Peso, ~~and~~the ~~any~~U.S. ~~development~~dollar equivalent of ~~new partnerships~~our ~~and~~earnings ~~joint~~from ~~venture~~our ~~relationships~~subsidiaries ~~worldwide, increases the risk of FCPA violations~~ in ~~the~~Mexico would ~~future~~be reduced.

14We are subject to anti-corruption laws in the jurisdictions in which we operate, including the U.S. Foreign Corrupt Practices Act (the “FCPA”), as well as trade compliance and economic sanctions laws and regulations. Our failure to comply with these laws and regulations could subject us to civil and criminal penalties, harm our reputation and materially adversely affect our business, financial condition and results of operations.

~~Violations~~Doing business ofin ~~anti-corruption~~Mexico ~~laws,~~requires ~~export~~us ~~control~~ to comply with the laws and regulations, ~~and~~of ~~economic~~numerous ~~sanctions~~jurisdictions. These laws and regulations ~~are~~place ~~punishable~~restrictions on byour ~~civil~~operations ~~penalties~~and business practices. In particular, ~~including~~we ~~fines~~are subject to the FCPA, aswhich ~~well~~generally asprohibits ~~criminal fines~~companies and ~~imprisonment.~~their Ifintermediaries from weproviding ~~fail~~anything of value to ~~comply~~foreign ~~with~~officials for the ~~FCPA~~purpose of obtaining or retaining business or securing any improper business advantage, along with various other anti-corruption laws. ~~governing~~As ~~the~~a ~~conduct~~result of ~~international~~doing ~~operations~~business in Mexico, we ~~may~~are ~~be subject~~exposed to ~~criminal~~a ~~and~~heightened ~~civil~~risk of ~~penalties~~violating ~~and~~anti-corruption ~~other~~laws. ~~remedial~~Although ~~measures,~~we ~~which~~have ~~could~~implemented ~~materially~~policies ~~adversely~~and ~~affect~~procedures ~~our~~designed ~~business,~~to ~~financial~~ensure ~~condition~~that we, ~~results~~ ofour ~~operations~~employees and other ~~liquidity.~~intermediaries ~~Any~~comply ~~investigation~~with ~~of any potential violations of~~ the FCPA orand other anti-corruption laws, ~~export~~to ~~control laws~~which ~~and~~we ~~regulations~~are subject, ~~and~~there ~~economic~~is ~~sanctions~~no ~~laws~~assurance ~~and~~that ~~regulations~~such bypolicies or procedures will work effectively all of the ~~United~~time ~~States~~or protect us against liability under the FCPA or ~~foreign~~other ~~authorities~~laws ~~could~~for ~~also~~actions ~~materially~~taken ~~adversely~~by ~~affect~~our employees and other intermediaries with respect to our business, ~~financial~~or ~~condition~~any businesses that we may acquire. Any continued international expansion, ~~results~~and any development of ~~operations~~new partnerships and ~~liquidity,~~joint ~~regardless~~venture ofrelationships worldwide, increases the ~~outcome~~risk of FCPA violations in the ~~investigation~~future.

~~Our operations may be affected by social instability in Mexico.~~14

~~Because~~Violations of anti-corruption laws, export control laws and regulations, and economic sanctions laws and regulations are punishable by civil penalties, including fines, as well as criminal fines and imprisonment. If we ~~have~~fail ~~Mexican~~to comply with the FCPA or other laws governing the conduct of international operations, we ~~are~~may be subject to ~~social~~criminal ~~instability~~and ~~risks~~civil penalties and other remedial measures, which could materially adversely affect our business, ~~and~~financial ~~our~~condition, results of operations. ~~Specifically,~~and ~~our~~liquidity. ~~business is~~Any ~~exposed~~investigation toof ~~the~~any ~~risk~~potential violations of ~~crime~~the ~~that~~FCPA or isother ~~currently~~anti-corruption ~~taking~~laws, ~~place~~export incontrol ~~certain~~laws ~~areas~~and inregulations, ~~Tijuana.~~and ~~Recent~~economic ~~increases~~sanctions inlaws ~~kidnapping~~ and ~~violent drug~~regulations ~~related~~by ~~criminal~~the ~~activity~~United inStates or ~~Mexico,~~foreign ~~and~~authorities incould ~~particular~~also ~~Mexican~~materially ~~States~~adversely ~~bordering~~affect ~~the~~our ~~United~~business, ~~States~~financial condition, ~~may~~results ~~adversely~~of ~~affect~~operations ~~our~~and ~~ability~~liquidity, toregardless ~~carry~~of onthe ~~business~~outcome ~~safely~~of the investigation.

~~RISKS~~Our operations ~~RELATED~~may TObe ~~OUR~~affected ~~COMMON~~by ~~STOCK~~social instability in Mexico.

WeBecause we ~~will~~have beMexican operations, we are subject to ~~penny~~social ~~stock~~instability ~~regulations~~risks which could materially adversely affect our business and our results of operations. Specifically, our business is exposed to the risk of crime that is currently taking place in certain areas in Tijuana. Recent increases in kidnapping and ~~restrictions~~violent drug related criminal activity in Mexico, and ~~you~~in ~~may~~particular ~~have~~Mexican ~~difficulty~~States ~~selling~~bordering ~~shares~~the ofUnited States, may adversely affect our ~~common~~ability ~~stock~~to carry on business safely.

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

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

WeThe SEC ~~may~~has ~~qualify~~adopted ~~for~~regulations which generally define so-called “penny stocks” to be an ~~exemption~~equity ~~from~~security ~~the~~that ~~Penny~~has ~~Stock~~a market price ~~Rule~~less than $5.00 Inper ~~any~~share ~~event~~or an exercise price of less than $5.00 per share, ~~even~~subject ifto ~~our~~certain ~~common~~exemptions. We are a “penny stock”, and ~~were~~we ~~exempt~~are ~~from~~subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule,”. weThis ~~would~~rule ~~remain~~imposes ~~subject~~additional sales practice requirements on broker-dealers that sell such securities to ~~Section~~persons ~~15(b)(6)~~other ofthan ~~the Exchange~~established ~~Act~~customers. For transactions covered by Rule 15g-9, ~~which~~a ~~gives~~broker-dealer must make a special suitability determination for the ~~SEC~~purchaser and have received the ~~authority~~purchaser’s written consent to ~~restrict~~the ~~any~~transaction ~~person~~prior ~~from~~to ~~participating~~sale. inAs a ~~distribution~~result, ofthis ~~penny~~rule ~~stock,~~may ifaffect the ~~SEC~~ability of broker-dealers to sell our securities and ~~finds~~may ~~that~~affect ~~such~~the aability ~~restriction~~of ~~would~~purchasers beto sell any of our securities in the ~~public~~secondary ~~interest~~market.

~~Because~~For any wetransaction doinvolving ~~not~~a ~~have~~penny anstock, ~~audit~~unless orexempt, ~~compensation committee~~the rules require delivery, ~~shareholders~~prior ~~will~~to ~~have~~any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to ~~rely~~the onpenny stock market. Disclosure is also required to be made about sales commissions payable to both the ~~entire~~broker-dealer ~~board~~and ofthe ~~directors,~~registered ~~none~~representative ofand ~~which~~current ~~are~~quotations ~~independent~~for the securities. Finally, monthly statements are required to ~~perform~~be ~~these~~sent ~~functions~~disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We may doqualify ~~not~~for ~~have~~ an ~~audit~~exemption orfrom ~~compensation~~the ~~committee comprised~~Penny ofStock ~~independent directors~~Rule. ~~These~~In ~~functions~~any ~~are~~event, ~~performed~~even byif ~~the~~our ~~board~~common ofstock ~~directors~~were asexempt afrom ~~whole.~~the NoPenny ~~members~~Stock ofRule, we ~~the~~would ~~board~~remain ofsubject ~~directors are~~to ~~independent~~Section ~~directors.~~15(b)(6) ~~Thus~~of the Exchange Act, ~~there~~which isgives athe ~~potential~~SEC ~~conflict~~the inauthority ~~that~~to ~~board~~restrict ~~members~~any ~~who~~person ~~are~~from ~~also~~participating in ~~part~~a distribution of ~~management~~penny ~~will~~stock, ~~participate in~~if ~~discussions~~the ~~concerning~~SEC ~~management~~finds ~~compensation~~that ~~and~~such ~~audit~~a ~~issues~~restriction ~~that~~would ~~may~~be ~~affect~~in ~~management~~the ~~decisions~~public interest.

~~Our~~Because we ~~directors~~do ~~own~~not ahave ~~significant~~an ~~percentage~~audit ~~of our~~or ~~outstanding~~compensation ~~voting~~committee, ~~securities~~shareholders ~~which~~will ~~could~~have ~~reduce~~to rely on the ~~ability~~entire board of ~~minority~~directors, ~~shareholders~~none toof ~~effect~~which ~~certain~~are independent, ~~corporate~~to ~~actions~~perform these functions.

~~Our~~We do ~~Chief~~not ~~Executive~~have ~~Officer,~~an ~~Frank~~audit ~~Ingrande,~~or ~~our~~compensation ~~Chief~~committee ~~Financial~~comprised ~~Officer~~of ~~and~~independent ~~Director,~~directors. ~~Jason~~These ~~Sunstein,~~functions ~~and~~are ~~our~~performed ~~chairman~~by of the board, ~~Roberto~~of ~~Valdes, together~~directors as ~~own~~a ~~14,503,575~~whole. ~~shares~~No members of ~~common~~the ~~stock,~~board ~~or approximately 13.9%~~ of ~~our~~directors ~~outstanding~~are ~~voting~~independent ~~securities~~directors. ~~As a result~~Thus, ~~currently,~~ ~~and~~there ~~after~~is ~~the filing, they will possess~~ a ~~significant~~potential ~~influence~~conflict ~~and~~in ~~can~~that ~~elect a majority of our~~ board ~~of directors and~~members ~~authorize~~who orare ~~prevent proposed significant corporate transactions. Their ownership and control may~~ also ~~have~~part ~~the effect~~ of ~~delaying or~~management ~~preventing~~will aparticipate ~~future change~~ in ~~control,~~discussions ~~impeding~~concerning amanagement ~~merger,~~compensation ~~consolidation,~~and ~~takeover~~audit orissues ~~other~~that ~~business~~may ~~combination~~affect ~~or discourage a~~management ~~potential acquirer from making a tender offer~~decisions.

~~Because~~We may, ~~our~~in ~~directors~~the ~~hold~~future, aissue ~~significant~~additional ~~amount of our~~ shares of common stock, itwhich ~~may~~would ~~not~~reduce beinvestors’ ~~possible~~percentage toof ~~have~~ownership ~~adequate~~and ~~internal~~may ~~controls~~dilute our share value.

~~Section~~Our Articles ~~404~~ of ~~the~~Incorporation ~~Sarbanes-Oxley~~authorize ~~Act~~the issuance of ~~2002~~250,000,000 ~~(“Section 404”)~~shares ~~requires~~of ~~our~~common ~~management~~stock. toAs ~~report~~of on the ~~operating~~date ~~effectiveness~~ of ~~the~~this ~~Company’s~~filing, ~~Internal~~we ~~Controls~~had ~~over~~4,664,667 shares ~~financial~~of ~~reporting~~common stock outstanding. We ~~must~~Accordingly, ~~establish~~we anmay ~~ongoing~~issue ~~program~~approximately to245,335,333 ~~perform~~additional ~~the~~shares ~~system~~of ~~and~~common ~~process~~stock ~~evaluation~~subject ~~and~~to limitation ~~testing~~on ~~necessary~~reserve toamounts ~~comply~~for ~~with~~other ~~these~~securities ~~requirements~~outstanding. ~~However,~~ ~~because~~The ~~our~~future ~~chairman~~issuance of ~~the~~common ~~board,~~stock ~~Roberto~~may ~~Valdes,~~result ~~our~~in ~~Chief~~substantial ~~Financial~~dilution in ~~Officer~~the ~~and~~percentage ~~Director,~~of ~~Jason Sunstein, and~~ our ~~Chief~~common ~~Executive~~stock ~~Officer,~~held ~~Frank~~by ~~Ingrande,~~our ~~control~~then ~~approximately~~existing 13shareholders.9% onWe ~~aggregate~~may ofvalue ~~our~~any ~~outstanding voting~~common ~~securities,~~stock ~~will~~issued ~~continue~~in tothe ~~own~~future aon ~~significant~~an arbitrary ~~percentage~~basis. The issuance of ~~our~~common ~~voting~~stock ~~securities,~~for itfuture ~~may~~services ~~not~~or beacquisitions ~~possible~~or toother corporate actions may have ~~adequate~~the ~~internal~~effect of diluting ~~controls.~~the Wevalue ~~cannot~~of ~~predict~~the ~~what~~shares ~~affect~~held ~~this~~by ~~will~~our investors and might have an adverse effect on any trading market for our ~~stock~~common ~~price~~stock.

We are ~~may,~~subject into ~~the~~compliance ~~future,~~with ~~issue~~securities ~~additional shares of common stock~~law, which ~~would~~exposes ~~reduce~~us ~~investors’~~to ~~percent~~potential ofliabilities, ~~ownership~~including ~~and~~potential ~~may~~rescission ~~dilute our share value~~rights.

~~Our Articles of Incorporation authorize the issuance~~We ofmay ~~150,000,000~~offer ~~shares~~to ofsell our common stock. Asto ofinvestors ~~the~~pursuant ~~date~~to ofcertain ~~this~~exemptions ~~report~~from wethe ~~had~~registration ~~104,470,465~~requirements ~~shares~~ of ~~common~~the ~~stock~~Securities ~~outstanding. Accordingly~~Act, weas ~~may~~well ~~issue~~as ~~additional~~those ~~shares~~ of ~~common~~various ~~stock~~state ~~subject~~securities tolaws. ~~limitation~~The onbasis ~~reserve~~for ~~amounts~~relying ~~for~~on ~~other~~such ~~securities~~exemptions ~~outstanding.~~is ~~The~~factual; ~~future~~that ~~issuance of~~is, ~~common~~the ~~stock~~applicability ~~may~~of such ~~result~~exemptions independs ~~substantial~~upon ~~dilution~~our inconduct ~~the~~and ~~percentage~~that of ~~our~~those ~~common~~persons ~~stock~~contacting ~~held~~prospective byinvestors ~~our~~and ~~then~~making ~~existing~~the ~~shareholders~~offering. We may not ~~value~~seek any ~~common~~legal ~~stock~~opinion ~~issued~~to in the ~~future~~effect onthat anany ~~arbitrary~~such ~~basis.~~offering ~~The~~would ~~issuance~~be ofexempt ~~common~~from ~~stock~~registration ~~for~~under ~~future~~any ~~services~~federal or ~~acquisitions~~state orlaw. Instead, ~~other~~we ~~corporate actions~~ may ~~have~~elect ~~the~~to ~~effect~~relay ofupon ~~diluting~~ the ~~value~~operative offacts as the ~~shares~~basis ~~held~~for bysuch ~~our~~exemption, ~~investors~~including ~~and~~information ~~might~~provided ~~have~~by aninvestor ~~adverse effect on any trading market for our common stock~~themselves.

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

WeBecause we ~~may~~do ~~offer~~not tointend ~~sell our common stock~~ to ~~investors pursuant~~pay toany ~~certain~~cash ~~exemptions~~dividends ~~from the registration requirements of the Securities Act, as well as those of various state securities laws. The basis for relying~~ on ~~such~~our ~~exemptions~~common ~~is factual; that is~~stock, ~~the applicability of such exemptions depends upon~~ our ~~conduct~~stockholders ~~and that~~will ~~of those persons contacting prospective investors and making the offering. We may~~ not ~~seek any legal opinion to the effect that any such offering would~~ be ~~exempt~~able ~~from registration under any federal or state law. Instead, we may elect~~ to ~~relay~~receive ~~upon~~a ~~the~~return ~~operative~~on ~~facts~~their shares asunless ~~the~~they ~~basis~~sell ~~for such exemption, including information provided by investor themselves~~them.

~~If any such offering did not qualify for such exemption,~~We anintend ~~investor~~to ~~would~~retain ~~have~~any ~~the~~future ~~right~~earnings to ~~rescind~~finance ~~its purchase of~~ the ~~securities~~development ifand itexpansion soof ~~desired.~~our ~~It is possible that if an investor should seek rescission, such investor would succeed~~business. AWe ~~similar~~do ~~situation~~not ~~prevails~~anticipate ~~under~~paying ~~state~~any ~~law~~cash ~~in those states where the securities may be~~dividends ~~offered without registration in reliance~~ on ~~the~~our ~~partial~~common ~~preemption~~stock ~~from~~in the ~~registration~~foreseeable ~~or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996~~future. IfUnless ~~investors~~we ~~were~~pay ~~successful in seeking rescission~~dividends, ~~we would face severe financial demands that could adversely affect~~ our ~~business~~stockholders ~~and~~will ~~operations.~~not ~~Additionally,~~be ifable weto ~~did~~receive ~~not~~a inreturn ~~fact~~on ~~qualify for the exemptions~~their ~~upon~~shares ~~which~~unless wethey ~~relied,~~sell wethem. ~~may~~There ~~become~~is ~~subject~~no toassurance ~~significant~~that ~~fines~~stockholders ~~and~~will ~~penalties~~be ~~imposed~~able byto ~~the~~sell ~~SEC~~shares ~~and~~when ~~state securities agencies~~desired.

~~Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.~~16

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

16The trading price of our common stock may be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. The stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with securities traded in those markets. Broad market and industry factors may seriously affect the market price of companies’ stock, including ours, regardless of actual operating performance. All of these factors could adversely affect your ability to sell your shares of common stock or, if you are able to sell your shares, to sell your shares at a price that you determine to be fair or favorable.

WeFinancial Industry ~~expect~~Regulatory toAuthority ~~experience~~(“FINRA”) ~~volatility~~sales inpractice ~~the~~requirements ~~price~~may also limit a stockholder’s ability to buy and ofsell our common stock, which could ~~negatively~~depress ~~affect~~the ~~stockholders’~~price ~~investments~~of our common stock.

~~The~~FINRA has ~~trading~~adopted ~~price~~rules ofthat ~~our~~require ~~common~~a ~~stock~~broker-dealer ~~may~~to behave ~~highly~~reasonable grounds for believing that the investment is suitable for that customer ~~volatile~~before ~~and~~recommending ~~could~~an beinvestment ~~subject~~to a customer. Prior to ~~wide~~recommending ~~fluctuations~~speculative inlow-priced ~~response~~securities to ~~various~~their ~~factors~~non-institutional customers, broker-dealers ~~some~~must ofmake ~~which~~reasonable ~~are~~efforts ~~beyond~~to ~~our~~obtain ~~control.~~information ~~The~~about ~~stock~~the ~~market in~~customer’s ~~general~~financial ~~has~~status, ~~experienced~~tax ~~extreme~~status, ~~price~~investment objectives, and ~~volume~~other ~~fluctuations~~information. ~~that~~Under ~~have~~interpretations ~~often~~of ~~been~~these ~~unrelated~~rules, orFINRA ~~disproportionate~~believes tothat ~~the~~there ~~operating~~is ~~performance of~~a ~~companies~~high ~~with~~probability ~~securities~~that ~~traded~~speculative low-priced insecurities ~~those~~will ~~markets.~~not ~~Broad~~be ~~market~~suitable ~~and~~for ~~industry~~at ~~factors~~least ~~may~~some ~~seriously~~customers. ~~affect~~Thus, the ~~market~~FINRA ~~price~~requirements ofmake ~~companies’ stock,~~it ~~including~~more ~~ours,~~difficult ~~regardless~~for ofbroker-dealers to ~~actual~~recommend ~~operating~~that ~~performance.~~their ~~All~~customers ofbuy ~~these~~our ~~factors~~common ~~could~~stock, ~~adversely~~which ~~affect~~may limit your ability to buy and sell ~~your~~ our shares of common stock or, ifhave an ~~you~~adverse ~~are~~effect ~~able~~on tothe ~~sell~~market ~~your~~for our shares, toof ~~sell~~common ~~your~~stock, ~~shares~~and atthereby adepress our price ~~that~~per ~~you~~share ~~determine~~of tocommon ~~be fair or favorable~~stock.

~~Financial~~Anti-takeover effects ~~Industry~~of ~~Regulatory~~certain ~~Authority~~provisions ~~(“FINRA”) sales~~of ~~practice~~Wyoming ~~requirements~~state law may ~~also~~hinder ~~limit~~ a ~~stockholder’s~~potential ~~ability~~takeover ~~to buy and sell our common stock, which could depress the price~~ of ~~our common stock~~us.

~~FINRA~~ Wyoming has ~~adopted~~a ~~rules~~business combination law that ~~require~~prohibits acertain ~~broker-dealer to~~business ~~have~~combinations ~~reasonable~~between ~~grounds~~Wyoming ~~for~~corporations ~~believing~~and ~~that~~“interested ~~the~~stockholders” for ~~investment~~two isyears ~~suitable~~after ~~for~~an ~~that~~“interested ~~customer~~stockholder” ~~before~~first ~~recommending~~becomes an ~~investment~~“interested tostockholder,” aunless ~~customer.~~the corporation’s ~~Prior~~board toof ~~recommending~~directors ~~speculative~~approves ~~low-priced~~the ~~securities~~combination toin ~~their~~advance. ~~non-institutional~~For ~~customers~~purposes of Wyoming law, ~~broker-dealers~~an ~~must~~“interested ~~make~~stockholder” ~~reasonable~~is ~~efforts~~any person towho ~~obtain~~is ~~information~~(i) ~~about~~ the ~~customer’s~~beneficial ~~financial status~~owner, ~~tax~~directly ~~status~~or indirectly, ~~investment~~of ~~objectives,~~ten ~~and~~percent ~~other~~or ~~information.~~more ~~Under~~of ~~interpretations~~the voting power of the outstanding voting shares of ~~these~~the ~~rules,~~corporation ~~FINRA~~or ~~believes~~(ii) ~~that~~an ~~there~~affiliate isor aassociate ~~high~~of ~~probability~~the ~~that~~corporation ~~speculative~~and ~~low-priced~~at ~~securities~~any ~~will~~time ~~not~~within bethe ~~suitable~~three ~~for~~previous atyears ~~least some~~was ~~customers.~~the ~~Thus~~beneficial owner, ~~the~~directly ~~FINRA~~or ~~requirements~~indirectly, ~~make~~of itten percent or more ~~difficult~~of ~~for~~the ~~broker-dealers~~voting topower ~~recommend~~of ~~that~~the ~~their~~then ~~customers~~outstanding ~~buy~~shares ~~our~~of ~~common~~the corporation. The definition ~~stock,~~of ~~which~~the ~~may~~term ~~limit~~“business ~~your~~combination” ~~ability~~is tosufficiently ~~buy~~broad ~~and~~to ~~sell~~cover ~~our~~virtually ~~shares~~any kind of ~~common~~transaction ~~stock,~~that ~~have~~would anallow ~~adverse~~a ~~effect~~potential acquirer onto use the ~~market~~corporation’s ~~for~~assets ~~our~~to ~~shares~~finance ~~of common~~the ~~stock,~~acquisition ~~and~~or ~~thereby~~otherwise ~~depress~~to ~~our~~benefit ~~price~~its ~~per~~own ~~share~~interests rather than the interests of ~~common~~the ~~stock~~corporation and its other stockholders.

~~Anti-takeover~~The effect ~~effects~~of Wyoming’s business combination law is potentially to discourage parties interested in taking control of ~~certain~~us ~~provisions~~from doing so if they cannot obtain the approval of ~~Wyoming~~our ~~state~~Board. ~~law~~Both ~~may~~of ~~hinder~~these aprovisions ~~potential~~could ~~takeover~~limit the price investors would be willing to pay in the future for shares of usour common stock.

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

The shares ~~effect~~of our common stock are thinly traded on the OTCQB Marketplace, meaning that the number of ~~Wyoming’s~~persons ~~business~~interested ~~combination~~in purchasing our ~~law~~common stock at or near bid prices at any given time may be relatively small or non-existent. As a consequence, there may be periods of several days or more when trading activity in our shares is ~~potentially~~minimal or non-existent, as compared to ~~discourage~~a ~~parties~~seasoned ~~interested~~issuer inwhich ~~taking~~has ~~control~~a large and steady volume of ustrading ~~from~~activity ~~doing~~that sowill ifgenerally ~~they~~support continuous sales without an adverse effect on share price. We cannot ~~obtain~~give ~~the~~you ~~approval~~any ofassurance that a broader or more active public trading market for our ~~Board.~~common stock will develop or be sustained, ~~Both~~or ofthat current trading levels will be sustained. Due to these ~~provisions~~conditions, ~~could~~we ~~limit~~can ~~the~~give ~~price~~you ~~investors~~no ~~would~~assurance that you will be ~~willing~~able to ~~pay~~sell your inshares ~~the~~at ~~future~~or ~~for~~near ~~shares~~bid ofprices ~~our~~or ~~common~~at ~~stock~~all if you need money or otherwise desire to liquidate your shares.

~~Our stock is thinly traded, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell a significant number of your shares.~~17

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

17From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to amended Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement. Affiliates may sell after six months subject to Rule 144 volume, manner of sale (for equity securities), and current public information and notice requirements. Any substantial sales of our common stock pursuant to Rule 144 may have a material adverse effect on the market price of our common stock.

~~Shares~~We could ~~eligible~~issue ~~for~~additional ~~future~~common ~~sale~~stock, ~~may~~which ~~adversely affect~~might dilute the ~~market~~book value of our common stock.

~~From~~Our Board ~~time~~of toDirectors ~~time~~has authority, ~~certain~~without ofaction ~~our~~or ~~stockholders~~vote ~~may be~~of ~~eligible~~our shareholders, to ~~sell~~issue all or ~~some~~a part of ~~their~~our ~~shares~~authorized ofbut ~~common~~unissued shares. Such stock byissuances ~~means~~could ofbe ~~ordinary~~made ~~brokerage~~at ~~transactions~~a inprice ~~the~~that ~~open~~reflects ~~market~~a ~~pursuant to~~discount ~~Rule~~or ~~144~~a ~~promulgated~~premium ~~under~~from the ~~Securities~~then-current ~~Act,~~trading ~~subject~~price toof ~~certain~~our ~~limitations~~common stock. In ~~general~~addition, ~~pursuant~~in order to ~~amended~~raise ~~Rule 144~~capital, ~~non-affiliate stockholders~~we may ~~sell~~need ~~freely after six months subject only~~ to ~~the~~issue ~~current~~securities ~~public~~that ~~information~~are ~~requirement.~~convertible ~~Affiliates~~into ~~may~~or ~~sell~~exchangeable ~~after~~for ~~six~~a significant ~~months~~amount ~~subject~~of toour ~~Rule~~common ~~144~~stock. ~~volume,~~These ~~manner~~issuances ofwould ~~sale~~dilute ~~(for~~the ~~equity~~percentage ~~securities)~~ownership interest, ~~and~~which ~~current~~would ~~public~~have ~~information~~the ~~and~~effect ~~notice~~of ~~requirements.~~reducing ~~Any~~your ~~substantial~~influence ~~sales~~on ofmatters ~~our~~on ~~common~~which ~~stock~~our ~~pursuant~~shareholders tovote ~~Rule~~and ~~144~~might ~~may~~dilute ~~have a material adverse effect on~~ the ~~market~~book ~~price~~value of our common stock.

WeOur common stock could ~~issue~~be ~~additional~~further ~~common~~diluted ~~stock,~~as ~~which might~~a ~~dilute~~result of the ~~book~~issuance ~~value~~ of ~~our~~convertible ~~common~~securities, ~~stock~~warrants or options.

~~Our~~In the ~~Board~~past, ofwe ~~Directors~~have ~~has~~issued ~~authority,~~convertible ~~without~~securities ~~action or~~(such ~~vote~~as ofconvertible ~~our~~debentures ~~shareholders~~and notes), towarrants ~~issue~~and ~~all~~options in order to raise money or aas ~~part~~compensation offor services and incentive compensation for our ~~authorized~~employees ~~but~~and ~~unissued~~directors. We have shares. ~~Such~~of common stock ~~issuances~~reserved ~~could~~for issuance beupon ~~made~~the atexercise aof ~~price that~~certain ~~reflects~~of athese ~~discount~~securities orand amay ~~premium~~increase ~~from~~ the ~~then-current~~shares ~~trading~~reserved ~~price~~for ofthese ~~our~~purposes ~~common~~in ~~stock~~the future. InOur issuance ~~addition~~of these convertible securities, inoptions ~~order~~and towarrants ~~raise~~could ~~capital, we~~affect ~~may~~the ~~need~~rights toof ~~issue~~our ~~securities~~stockholders, ~~that~~could ~~are~~reduce ~~convertible~~the ~~into~~market price of our common stock or ~~exchangeable~~could ~~for~~result ain ~~significant~~adjustments ~~amount~~to exercise prices of ~~our~~outstanding ~~common~~warrants ~~stock.~~(resulting ~~These~~in ~~issuances~~these securities becoming ~~would~~exercisable ~~dilute~~for, as the ~~percentage~~case ~~ownership~~may ~~interest~~be, ~~which~~a ~~would~~greater ~~have~~number ~~the~~of ~~effect~~shares of ~~reducing~~our ~~your~~common ~~influence~~stock), onor ~~matters~~could onobligate ~~which~~us ~~our~~to ~~shareholders vote~~issue ~~and~~additional ~~might~~shares of ~~dilute~~common ~~the~~stock ~~book~~to ~~value~~certain of our ~~common stock~~stockholders.

Our articles ~~common~~of ~~stock~~incorporation ~~could~~allow befor our board of directors to create new series of preferred stock without further ~~diluted~~approval asby our stockholders, awhich ~~result~~could ofadversely affect the ~~issuance~~rights of ~~convertible~~the ~~securities,~~holders ~~warrants~~of orour ~~options~~common stock.

InOur board ~~the~~of ~~past,~~directors wehas ~~have~~the ~~issued~~authority ~~convertible~~to ~~securities (such~~fix asand ~~convertible~~determine ~~debentures~~the relative rights and ~~notes),~~preferences ~~warrants~~of ~~and~~preferred ~~options~~stock. inOur ~~order~~board toof ~~raise~~directors has ~~money~~the orauthority asto ~~compensation~~issue ~~for~~up ~~services~~to ~~and~~2,010,000 ~~incentive compensation~~shares ~~for~~of our ~~employees~~preferred ~~and~~stock ~~directors.~~without Wefurther ~~have~~stockholder ~~shares~~approval of(including ~~common~~200,000 ~~stock~~shares that ~~reserved~~have ~~for~~been ~~issuance~~designated ~~upon~~Series ~~the~~A, ~~exercise~~1,000 ofshares ~~certain~~that ofhave ~~these securities~~been ~~and~~designated ~~may~~Series ~~increase~~B, ~~the~~15,000 shares ~~reserved~~that ~~for~~have ~~these~~been ~~purposes~~designated inSeries ~~the~~C, and ~~future.~~20,000 ~~Our~~shares ~~issuance~~that have been designated Series D) (see “Description of ~~these~~Capital ~~convertible~~Stock”). ~~securities~~As a result, ~~options and~~our ~~warrants~~board of directors could ~~affect~~authorize the ~~rights~~issuance of ~~our~~a ~~stockholders,~~new ~~could~~series ~~reduce~~of ~~the~~preferred ~~market~~stock ~~price~~that ofwould ~~our~~grant ~~common~~to holders of preferred stock orthe ~~could~~right ~~result~~to inour ~~adjustments~~assets toupon ~~exercise~~liquidation, ~~prices~~or ofthe ~~outstanding~~right ~~warrants~~to ~~(resulting~~receive individend ~~these~~payments ~~securities~~before ~~becoming~~dividends ~~exercisable~~are ~~for,~~distributed asto the ~~case~~holders ~~may~~of becommon stock. In addition, our board of directors could authorize the creation of a new series of preferred stock that has greater ~~number~~voting power than our common ofstock ~~shares~~or ofthat is convertible into our common stock), orwhich could ~~obligate~~decrease usthe torelative ~~issue~~voting ~~additional~~power ~~shares~~ of our common stock toor ~~certain~~result ofin dilution to our existing stockholders.

~~Our articles of incorporation allow for our~~Item ~~board~~1B. ofUnresolved ~~directors~~Staff ~~to create new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock~~Comments.

~~Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock~~None. Our board of directors has the authority to issue up to 2,010,000 shares of our preferred stock without further stockholders’ approval. As a result, our board of directors could authorize the issuance of a new series of preferred stock that would grant to holders of preferred stock the right to our assets upon liquidation, or the right to receive dividend payments before dividends are distributed to the holders of common stock. In addition, our board of directors could authorize the creation of a new series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

~~Item 1B. Unresolved Staff Comments.~~18

~~None~~Item 1C. Cybersecurity

18Cybersecurity Risk Management and Strategy

~~Item~~The Company 1Cis committed to ensuring the highest standards of cybersecurity to protect our systems, networks, and data from cyber threats. We ~~Cybersecurity~~recognize the critical importance of safeguarding sensitive information and maintaining the trust of our customers, partners, and stakeholders.

~~Cybersecurity~~Our cybersecurity ~~Risk~~strategy ~~Management~~is built on a foundation of proactive risk management, continuous monitoring, and ~~Strategy~~adherence to industry best practices. We employ a multi-layered approach which leverages cutting-edge technologies to defend against evolving cyber threats.

~~The Company is committed to~~We ~~ensuring~~have ~~the~~made ~~highest~~significant ~~standards~~investments ofin ~~cybersecurity to protect our systems~~modernizing, ~~networks~~streamlining, and ~~data~~simplifying ~~from~~our ~~cyber~~technology ~~threats.~~footprint Weto ~~recognize~~both ~~the~~enhance ~~critical importance~~customer ~~of safeguarding sensitive information~~ experience and ~~maintaining~~strengthen ~~the trust of~~ our ~~customers,~~internal ~~partners,~~security ~~and stakeholders~~controls.

~~Our~~From time-to-time, ~~cybersecurity~~we ~~strategy~~may ~~is built~~engage onthird-party aconsultants, ~~foundation~~legal ofadvisors, ~~proactive~~and audit firms to evaluate and test the Company’s risk management, systems ~~continuous~~and ~~monitoring,~~assess and ~~adherence~~remediate tocertain ~~industry~~potential ~~best~~cybersecurity ~~practices~~incidents, as appropriate. We ~~employ~~prioritize athe ~~multi-layered approach~~integrity ~~which~~of ~~leverages~~our ~~cutting-edge~~data ~~technologies~~access controls to ~~defend~~prevent ~~against~~unauthorized ~~evolving~~access, ~~cyber~~data ~~threats~~breaches, and malicious activities. We regularly assess and enhance our cybersecurity posture through comprehensive risk assessments, security audits, and vulnerability assessments.

~~We have made significant investments in modernizing, streamlining, and simplifying our technology footprint to both enhance customer experience and strengthen our internal security controls.~~Governance

~~From time-to-time, we may engage~~Cybersecurity ~~third-party~~is ~~consultants,~~a ~~legal~~shared ~~advisors,~~responsibility ~~and~~requiring ~~audit~~collaboration ~~firms to evaluate~~ and ~~test~~cooperation ~~the~~across ~~Company’s~~all ~~risk~~levels ~~management systems and assess and remediate certain potential cybersecurity incidents, as appropriate. We prioritize the integrity~~ of our ~~data access controls to prevent unauthorized access, data breaches, and malicious activities~~organization. ~~We regularly assess and enhance our cybersecurity posture through comprehensive risk assessments, security audits, and vulnerability assessments.~~

~~Governance~~The Company recognizes that cybersecurity is not solely a technology issue but also a people and process issue. We plan to invest in ongoing training and awareness programs to empower our team to recognize and respond to potential security threats effectively.

Cybersecurity threats isare amonitored ~~shared~~and ~~responsibility~~acted upon by the Company’s outsourced information technology security group. The executives meet periodically ~~requiring~~or ~~collaboration~~as ~~and~~needed ~~cooperation~~with ~~across~~third-party advisors to receive information on all ~~levels~~cybersecurity ofinitiatives ~~our~~or ~~organization~~suggestions as well as all cybersecurity incidents, if any.

~~The~~In the ~~Company~~event ~~recognizes~~of ~~that~~ a cybersecurity isincident, ~~not~~we ~~solely~~have athird-party ~~technology~~consultants ~~issue~~that ~~but~~could ~~also~~assist awith ~~people~~incident response plans and ~~process~~protocols ~~issue.~~to minimize Wethe ~~plan~~impact toand ~~invest~~facilitate inswift ~~ongoing~~recovery. ~~training~~During ~~and~~the ~~awareness programs~~calendar toyear ~~empower~~2025, ~~our~~there ~~team~~have tobeen ~~recognize~~no ~~and~~known ~~respond~~reported tocybersecurity ~~potential~~incidents that ~~security~~have ~~threats~~materially ~~effectively~~affected our operations or financial results.

~~Cybersecurity~~We believe ~~threats~~in ~~are~~transparency ~~monitored~~ and ~~acted~~open ~~upon~~communication, bypromptly ~~the~~informing ~~Company’s~~affected ~~outsourced~~parties ~~information~~and ~~technology~~relevant ~~security~~authorities ~~group.~~as ~~The~~required ~~executives~~by ~~meet~~law. ~~periodically~~Together, we orremain asvigilant, ~~needed with~~adaptive, ~~third-party~~and ~~advisors~~resilient toin ~~receive~~the ~~information~~face onof ~~all~~evolving ~~cybersecurity~~cyber ~~initiatives~~threats, orsafeguarding ~~suggestions~~the astrust ~~well~~and asconfidence ~~all~~of ~~cybersecurity~~those ~~incidents,~~we ~~if any~~serve.

~~In the event of a cybersecurity incident, we~~Item ~~have third-party consultants that could assist with incident response plans and protocols to minimize the impact and facilitate swift recovery~~2. ~~During the calendar year 2024, there have been no known reported cybersecurity incidents that have materially affected our operations or financial results~~Properties.

WeOur corporate ~~believe~~headquarters inare ~~transparency~~located ~~and open~~in ~~communication,~~leased ~~promptly~~office ~~informing~~facilities ~~affected~~at ~~parties~~350 ~~and~~10th ~~relevant~~Ave., ~~authorities~~Suite as1000, ~~required~~San byDiego, ~~law~~CA 92101. ~~Together,~~Because weof ~~remain~~the ~~vigilant, adaptive,~~nature ~~and~~of ~~resilient~~our inreal ~~the~~estate ~~face~~development operations, significant amounts of ~~evolving~~property ~~cyber~~are ~~threats,~~held ~~safeguarding~~as inventory in the ~~trust~~ordinary ~~and~~course. ~~confidence~~Such ofproperties are ~~those~~not weincluded ~~serve~~in response to this Item.

Item 2 3. ~~Properties~~Legal Proceedings.

~~Our~~On April ~~corporate~~8, ~~headquarters~~2025, ~~are~~CleanSpark, ~~located~~Inc. (“CleanSpark”) initiated a civil action against the Company in ~~leased~~the ~~office~~United States District ~~facilities~~Court atfor ~~350~~the ~~10th~~Southern ~~Ave~~District of California (Civil Action No., ~~Suite~~‘25CV829 ~~1000,~~RBMMSB) ~~San~~(the ~~Diego~~“Action”), CAin ~~92101.~~which ~~Because~~CleanSpark alleges ofthat the ~~nature~~Company ofhad ~~our~~breached ~~real~~the ~~estate~~Securities ~~development~~Purchase ~~operations~~Agreement, ~~significant~~dated October 31, 2019, by and through which CleanSpark purchased ~~amounts~~shares of ~~property~~Series ~~are~~B ~~held~~Preferred asStock ~~inventory~~from inthe Company. As of the ~~ordinary~~date ~~course.~~of ~~Such~~this ~~properties~~filing, ~~are~~the ~~not~~Company ~~included~~is in ~~response~~settlement todiscussions, ~~this~~which ~~Item~~includes the redemption of the Series B Preferred Stock.

Item 3 4. ~~Legal~~Mine ~~Proceedings~~Safety Disclosures.

OnNot ~~April 8, 2025, CleanSpark, Inc~~applicable. (“CleanSpark”) initiated a civil action against the Company in the United States District Court for the Southern District of California (Civil Action No. ‘25CV829 RBMMSB) (the “Action”), in which CleanSpark alleges that the Company has breached the Securities Purchase Agreement, dated October 31, 2019, by and through which CleanSpark purchased shares of Series B Preferred Stock from the Company, and CleanSpark alleges that thirty-four events have occurred triggering pricing adjustment. CleanSpark asserts claims for breach of contract and breach of the implied duty of good faith and fair dealing. The lawsuit is at its inception. The Company denies any liability or breaches of the Agreement, and it intends to vigorously defend the Action.

~~Other than as set forth above, the Company is not currently involved in any material disputes or litigation matters.~~19

~~Item~~PART ~~4. Mine Safety Disclosures.~~II

~~Not~~Item 5. ~~applicable~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

19Market Information

~~PART~~On March II5, 2019, the Company received its trading symbol from FINRA “ILAL”. On April 4, 2019, the Company was approved to have its common stock traded on the OTCQB. On April 12, 2019, the Company became eligible for electronic clearing and settlement through the Depository Trust Company (“DTC”) in the United States.

~~Item~~As of 5.April ~~Market~~27, ~~for~~2026, ~~Registrant’s~~there ~~Common~~were ~~Equity,~~879 ~~Related~~holders ~~Stockholder~~of ~~Matters~~record ~~and~~of ~~Issuer~~our ~~Purchases~~common stock. As of ~~Equity~~such ~~Securities~~date, 4,664,667 shares of our common stock were issued and outstanding.

Market for ~~Information~~Common Equity

OnOur common ~~March~~stock 5,is ~~2019,~~quoted on the ~~Company~~OTC ~~received~~Bulletin ~~its~~Board ~~trading symbol~~(“OTCQB”) ~~from~~under ~~FINRA~~the symbol “ILAL”. OnThe ~~April~~following 4,table ~~2019,~~sets forth the ~~Company~~high ~~was~~and ~~approved~~low tobid ~~have~~prices ~~its~~for our common stock ~~traded~~for on the ~~OTCQB.~~two Onmost ~~April 12,~~recently ~~2019,~~completed ~~the~~fiscal ~~Company~~years. ~~became~~Such ~~eligible~~prices ~~for~~are ~~electronic~~based ~~clearing~~on ~~and~~inter-dealer prices, ~~settlement~~without ~~through~~retail ~~the~~mark-up, ~~Depository~~markdown, ~~Trust~~or ~~Company~~commission, ~~(“DTC”) in~~and ~~the~~may ~~United~~not ~~States~~necessarily represent actual transactions.

As of April 15, 2025 there were 335 holders of record of our common stock. As of such date, 104,470,465 shares of our common stock were issued and outstanding.

Fiscal 2025	Low		High
First Quarter	$	6.00	$	9.50
Second Quarter	$	7.00	$	9.50
Third Quarter	$	7.50	$	17.50
Fourth Quarter	$	7.00	$	14.50

Market for Common Equity

Fiscal 2024	Low		High
First Quarter	$	1.50	$	5.00
Second Quarter	$	1.00	$	4.00
Third Quarter	$	2.00	$	4.50
Fourth Quarter	$	3.00	$	6.00

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

Fiscal 2024	Low		High
First Quarter	$	0.03	$	0.10
Second Quarter	$	0.02	$	0.08
Third Quarter	$	0.04	$	0.09
Fourth Quarter	$	0.06	$	0.12

None.

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

Securities Authorized for Issuance Under Equity Compensation Plans

~~Repurchases~~The information required by Item 5 of ~~Equity~~Part ~~Securities~~II of this Annual Report regarding equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Annual Report.

~~None.~~20

20Transfer Agent

~~Equity~~Dynamic Stock ~~Compensation~~Transfer, ~~Plan~~Inc., ~~Information~~located at 15233 Ventura Blvd., Suite 710, Sherman Oaks, CA 91403 is the registrar and transfer agent for our common stock.

~~2024~~Recent Sales ~~Equity~~of ~~Incentive~~Unregistered ~~Plan~~Securities

~~Plan~~Below is ~~category~~a ~~Number~~list of securities tosold beby ~~issued~~the ~~upon~~Company ~~exercise~~in ofthe ~~outstanding~~past ~~options,~~three ~~warrants~~years ~~and~~which ~~rights~~were ~~Weighted-average~~not ~~exercise~~registered ~~price~~under ofthe ~~outstanding~~Securities ~~options,~~Act. ~~warrants~~All share and ~~rights~~per ~~Number~~share ofnumbers ~~securities~~in ~~remaining~~this ~~available~~registration ~~for~~statement ~~future~~have ~~issuance~~been ~~under~~adjusted ~~equity~~to ~~compensation~~give ~~plans~~effect ~~(excluding~~to ~~securities~~our ~~reflected~~reverse insplit at ~~column (~~a)) ~~Equity~~ratio ~~compensation~~of ~~plans not approved by security holders~~ 1- for-50 -effected ~~Equity~~on ~~compensation~~February ~~plans~~4, ~~approved by security holders - - - Total - - -~~2026.

~~2022~~Common Stock ~~Equity~~Issued ~~Incentive~~for ~~Plan~~Services.

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

During the year ended December 31, 2025, the Company issued 284,355 shares of common stock pursuant to consulting agreements for a total fair value of approximately $1,321,252.

~~2020~~During the ~~Equity~~year ~~Incentive~~ended ~~Plan~~December 31, 2023, the Company issued 59,060 shares of common stock pursuant to consulting agreements for a total fair value of approximately $449,000.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans not approved by security holders		-		-		-
Equity compensation plans approved by security holders		1,700,000	$	0.33		-
Total		1,700,000	$	0.33		-

Common Stock Issued for Cash.

~~2019~~During the ~~Equity~~year ~~Incentive~~ended ~~Plan~~December 31, 2023, the Company issued 10,000 shares of common stock for $50,000 in cash proceeds.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans not approved by security holders		2,150,000	$	0.48		-
Equity compensation plans approved by security holders		-		-		-
Total		2,150,000	$	0.48		-

Common Stock Issued for Warrant and Option Exercise.

~~Brief~~During the ~~Description~~year ended December 31, 2025, the Company issued 24,800 shares of ~~Equity~~common ~~Compensation~~stock ~~Plan~~pursuant to the exercise of warrants.

~~On February 11, 2019, the Company’s board~~During ~~of directors approved~~ the ~~2019~~year ~~equity~~ended ~~incentive~~December ~~plan (the “2019 Plan”). In order for the 2019 Plan to grant “qualified stock options” to employees~~31, ~~it requires approval by the Company’s shareholders within 12 months from the date of the 2019 Plan. The 2019 Plan was never approved by the shareholders. Therefore~~2024, ~~any options granted under~~ the ~~2019 Plan prior to shareholders’ approval will be “non-qualified”. The~~ Company ~~has~~issued ~~reserved a total of 3~~49,~~000,000~~697 shares of ~~the~~ ~~Company’s~~ common stock ~~for~~pursuant ~~issuance~~to ~~under~~ the ~~2019~~exercise ~~Plan. The Company had a total~~ of ~~2,150,000~~warrants. ~~options~~All ~~issued and~~other ~~outstanding~~equity ~~under~~issuances during the ~~2019~~year ~~Plan~~ended ~~as of~~ December 31, ~~2023.~~2024 ~~There~~ were ~~no options outstanding under the 2019 Plan as of December 31, 2024~~non-cash.

~~On August 26, 2020, the Company’s board of~~During ~~directors approved~~ the ~~2020~~year ~~equity~~ended ~~incentive~~December ~~plan (the “2020 Plan”). The 2020 Plan enables the Company’s board of directors to provide equity-based incentives through grants of awards to the Company’s present and future employees~~31, ~~directors,~~ ~~consultants~~2023, ~~and~~the ~~other third-party service providers. The~~ Company ~~has~~issued ~~reserved a total of 3~~5,~~000,000~~346 shares of ~~the Company’s~~ common stock ~~for~~pursuant ~~issuance~~to ~~under the 2020 Plan. The Company had~~ a ~~total~~cashless ofexercise ~~1,700,000 options issued and outstanding under the 2020 Plan as~~ of ~~December 31, 2023~~ warrants. ~~There were no options outstanding under the 2020 Plan as of December 31, 2024.~~

21During the year ended December 31, 2023, the Company issued 28,200 shares of common stock pursuant to an exercise of warrants.

~~On December 1, 2022, the Company’s board of~~Common ~~directors~~Stock ~~approved~~Issued ~~the~~in ~~2022~~Relation ~~equity incentive plan (the “2022 Plan”). The 2022 Plan enables the Company’s board of directors~~ to provide equity-based incentives through grants of awards to the Company’s present and future employees, directors, consultants, and other third-party service providers. The Company has reserved a total of 5,000,000 shares of the Company’s common stock for issuance under the 2022 Plan. The Company did not grant any options during the years ended December 31, 2023 and 2024. The Company had a total of 2,150,000 options issued and outstanding under the 2022 Plan as of December 31, 2023. There were no options outstanding under the 2022 Plan as of December 31, 2024.Debt

~~On November 29, 2024, the Company’s board of directors approved the 2024 equity incentive plan (the “2024~~During ~~Plan”). The 2024 Plan enables~~ the ~~Company’s~~year ~~board~~ended ofDecember ~~directors to provide equity-based incentives through grants of awards to the Company’s present and future employees~~31, ~~directors~~2025, ~~consultants,~~the ~~and other third-party service providers. The~~ Company ~~has reserved~~issued ~~a total of 15~~306,~~000,000~~631 shares of ~~the Company’s~~ common stock ~~for~~pursuant ~~issuance~~to ~~under~~ the ~~2024~~conversion ~~Plan.~~of ~~The~~convertible ~~Company had no options issued~~ notes and ~~outstanding~~notes ~~under the 2024 Plan as of December 31, 2024~~payable.

~~Penny~~During the ~~Stock~~year ~~Considerations~~ended December 31, 2025, the Company issued 9,900 commitment shares of common stock in connection with the issuance of convertible notes.

~~Because of~~ During the ~~possible~~year ~~low~~ended ~~price~~December of31, ~~our~~2023, ~~securities and~~the ~~certain~~Company ~~other~~issued ~~factors~~178,569 ~~many~~shares ~~brokerage~~of ~~firms~~common ~~may~~stock ~~not~~pursuant ~~be willing~~ to ~~effect~~the ~~transactions~~conversion inof ~~these~~convertible ~~securities and some market makers have~~notes ~~declined to make a market for our common stock. Purchasers~~ and ~~holders~~notes ~~of our securities should be aware that any market that develops in our stock may be subject to the penny stock restrictions~~payable.

~~Transfer~~Common Stock ~~Agent~~Issued for Business Acquisition

~~Globex~~During the ~~Transfer~~year ended December 31, ~~LLC~~2023, ~~located~~the atCompany ~~780~~issued ~~Deltona Blvd.~~400, ~~Ste.~~000 ~~202,~~shares ~~Deltona~~of FLcommon ~~32725~~stock ispursuant ~~the~~to ~~registrar~~a ~~and~~business ~~transfer~~acquisition ~~agent~~with ~~for~~a ~~our~~fair value ~~common~~of ~~stock~~$1,800,000.

~~Recent~~Series C ~~Sales~~Preferred ~~of Unregistered Securities~~Stock

~~See~~On October ~~Note~~15, 112025, to the ~~consolidated~~Company ~~financial~~issued ~~statements for~~3,316 ~~disclosure~~shares of ~~the~~Series ~~issuance~~C ofPreferred ~~unregistered~~Stock ~~securities~~to ~~for~~Bigger ~~the~~Capital ~~year~~Fund, ~~ended~~LP ~~December~~in ~~31,~~a ~~2024~~private equity offering for $250,000.

~~Additional~~During the ~~Information~~year ended December 31, 2025, the Company converted 3,100 shares of Series C Preferred stock into 88,571 shares of common stock.

~~We are a fully reporting issuer, subject to the~~ On ~~Exchange~~June ~~Act. Our Quarterly Reports~~2, ~~Annual Reports~~2023, ~~and other filings can be obtained from~~ the ~~SEC’s~~Company ~~Public~~issued ~~Reference Room at~~ 3,100 Fshares ~~Street,~~of ~~NE.,~~Series ~~Washington,~~C DCPreferred ~~20549,~~Stock ~~on official business days during the hours of 10 a.m.~~ to 3Bigger ~~p.m.~~Capital ~~You may also obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports~~Fund, ~~proxy~~LP ~~and~~in ~~information~~a ~~statements,~~private ~~and~~equity ~~other~~offering ~~information regarding issuers that file electronically with the Commission~~for ~~at http://www~~$310,000.~~sec.gov. Our internet website address is https://ila.company.~~

~~Item~~The 6Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with issuance and sale of the securities described above. ~~Selected~~The ~~Financial~~persons ~~Data~~who acquired these shares were sophisticated investors and were provided full information regarding the Company’s business and operations. There were no general solicitations in connection with the offer or sale of these securities. The persons who acquired these securities acquired them for their own accounts. The certificates representing these securities will bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration. Other than H.C., Wainwright & Co., LLC, who is a registered broker/dealer, no commission was paid to any person in connection with the issuance or sale of these securities.

~~Not required under Regulation S-K for “smaller reporting companies.”~~21

22Additional Information

~~Item~~We are 7a fully reporting issuer, subject to the Exchange Act. ~~Management~~Our Quarterly Reports, Annual Reports, and other filings can be obtained from the SEC’s ~~Discussion~~Public ~~and~~Reference ~~Analysis~~Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of ~~Financial~~10 ~~Condition~~a.m. to ~~and~~3 ~~Results~~p.m. You may also obtain information on the operation of ~~Operation~~the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov. Our internet website address is https://ila.company.

~~This Annual Report on Form 10-K contains forward-looking~~Item ~~statements~~6. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the audited financial statements and accompanying notes and the other financial information appearing elsewhere in this Annual Report on Form 10-K. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.[RESERVED]

~~Overview~~Item 7. Management’s Discussion and Analysis of ~~Our~~Financial ~~Company~~Condition and Results of Operation.

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

~~The real estate market in Northern Baja California~~Overview ~~has continued to significantly improve and has fully recovered from the negative impact~~ of ~~Covid-19.~~Our ~~The housing prices has continued to rise in the Southwest U.S., and inventory has remained severely low, which generated additional attraction from home buyers seeking second homes or vacation homes.~~Company

The Company’s ~~current~~was ~~portfolio~~incorporated ~~includes~~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 ~~resort~~the properties into residential and commercial building plots, securing financing for the purchase of the plots, improving the properties’ infrastructure ~~comprising~~and amenities, and selling the ~~following~~lots ~~projects:~~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.

■ Oasis Park Resort is a 497-acres master planned real estate community including 1,344 residential home sites, south of San Felipe, Baja California, which offers a 180-degree sea and mountain views. In addition to the residential lots, there is a planned boutique hotel, a spacious commercial center, and a nautical center. The Company recently allowed prospective homeowners and existing lot holders to tour the property again. As of the date of this report, 86 of the 1,344 planned residential lots were pre-sold to initial shareholders. The Company has made significant progress on the project, which included the completion of the two-mile access road and the community entrance structure. The Company also started construction of the waterfront clubhouse, and model homes. ■ Valle Divino is a self-contained solar 650-home site project in Ensenada, Baja California, with test vineyard at the property. This resort includes 137 residential lots and 3 commercial lots on 20 acres of land. This represents an estimated $60 million in gross sales opportunity. ■ Plaza Bajamar Resort is an 80-unit project located at the internationally renowned Bajamar Ocean front hotel and golf resort. The Bajamar oceanfront golf resort is a master planned golf community located 45 minutes south of the San Diego-Tijuana border along the scenic toll road to Ensenada. The first Phase will include 22 “Merlot” 1,150 square-foot single-family homes that features two bedrooms and two baths. The home includes two primary bedroom suites - one on the first floor and one upstairs, as well as fairway and ocean views from a rooftop terrace. The Merlot villas will come with the installation of solar packages. ■ Emerald Grove Estates is the Company’s newly renovated Southern California property, used for organized events at this 8,000 square foot event venue. ■ Rancho Costa Verde (“RCVD”) is a 1,100-acre master planned second home, retirement home and vacation home real estate community located on the east coast of Baja California. RCVD is a self-sustained solar powered green community that takes advantage of the advances in solar and other green technology. In May 2021, the Company acquired a 25% investment in RCVD in exchange for $100,000 and 3,000,000 shares of the Company’s common stock, and such investment was initially recorded as an equity-method investment in the Company’s condensed consolidated financial statements. On January 3, 2023, the Company acquired the remaining 75% membership interest in RCVD for a contractual consideration of $13.5 million, paid through $8,900,000 secured convertible note, 20,000,000 shares of common stock and 33,000,000 common stock warrants. This transaction was recorded pursuant to ASC 805 Business Combinations.

23Overview

~~Summary~~The real estate market in Northern Baja California has continued to significantly improve and has fully recovered from the negative impact of ~~key~~Covid-19. ~~operational~~The housing prices has continued to rise in the Southwest U.S., and ~~financial~~inventory ~~events:~~has remained severely low, which generated additional attraction from home buyers seeking second homes or vacation homes.

~~■ During the year ended December 31, 2023, the~~ The Company’s ~~collected~~current anportfolio ~~aggregate~~includes amount of $312,175 from house construction at the Plaza Bajamar project, which was initially recorded and presented as contract liability in the consolidated balance sheets. However, the Company offset the balance with the additional cash funded for the construction of amenities at Bajamar, with the net balance presented as impairment loss in the consolidated statement of operations in the previous year. There were no collections during 2024. ■ Continued our research and marketing efforts to identify potential home buyers in the United States, Canada, Europe, and Asia. Through the formation of a partnership with a similar development company in the Baja California Norte Region of Mexico, we have been able to leverage additional resources with the use of their established and proven marketing plan which can help us with sophisticated execution and the desired results for residential ~~plot sales and development. ■ Title of Oasis Park Resort in San Felipe was assumed during 2019. We are expecting the transfer of title on Valle Divino in Ensenada~~, ~~Baja~~resort ~~California~~ and ~~Plaza~~commercial ~~Bajamar~~properties incomprising ~~Ensenada, Baja California before~~ the ~~end~~following ~~of our fiscal year 2025, as we continue to follow the necessary steps to complete this legal process.~~projects:

~~Results~~■ Oasis Park Resort is a 497-acres master planned real estate community including 1,344 residential home sites, south of ~~Operations~~San ~~for~~Felipe, Baja California, which offers a 180-degree sea and mountain views. In addition to the ~~year~~residential ~~ended~~lots, ~~December 31~~there is a planned boutique hotel, ~~2024~~a spacious commercial center, ~~compared~~and a nautical center. As of the date of this report, 85 of the 1,344 planned residential lots were pre-sold to initial shareholders. The Company has made significant progress on the ~~year~~project, ~~ended~~which ~~December~~included 31the completion of the two-mile access road and the community entrance structure. The Company also started construction of the waterfront clubhouse, and model homes. ■ Valle Divino is a self-contained solar 650-home site project in Ensenada, Baja California, with test vineyard at the property. This resort includes 137 residential lots and 3 commercial lots on 20 acres of land. This represents an estimated $60 million in gross sales opportunity. ■ Plaza Bajamar Resort is an 80-unit project located at the internationally renowned Bajamar Ocean front hotel and golf resort. The Bajamar oceanfront golf resort is a master planned golf community located 45 minutes south of the San Diego-Tijuana border along the scenic toll road to Ensenada. The first Phase will include 22 “Merlot” 1,150 square-foot single-family homes that features two bedrooms and two baths. The home includes two primary bedroom suites - one on the first floor and one upstairs, as well as fairway and ocean views from a rooftop terrace. The Merlot villas will come with the installation of solar packages. ■ Emerald Grove Estates is the Company’s newly renovated Southern California property, used for organized events at this 8,000 square foot event venue. ■ Rancho Costa Verde (“RCVD”) is a 1,100-acre master planned second home, retirement home and vacation home real estate community located on the east coast of Baja California. RCVD is a self-sustained solar powered green community that takes advantage of the advances in solar and other green technology. In May 2021, the Company acquired a 25% investment in RCVD in exchange for $100,000 and 60,000 shares of the Company’s common stock, and such investment was initially recorded as an equity-method investment in the Company’s condensed consolidated financial statements. On January 3, 2023, the Company acquired the remaining 75% membership interest in RCVD for a contractual consideration of $13.5 million, paid through $8,900,000 secured convertible note, 400,000 shares of common stock and 660,000 common stock warrants. This transaction was recorded pursuant to ASC 805 Business Combinations. In December 2025, the Company acquired an additional 300 acres of land for their RCVD location for a total consideration of $1.65 million. This purchase is subdivided into 7 parcels and consists of approximately 300 residential homesites, 12 existing tiny homes, and 2 completed homes.

	For the years ended
	December 31, 2024			December 31, 2023
Revenues and lease income	$	8,094,940		$	7,058,479
Cost of revenue		1,242,057			927,903
Gross profit		6,852,883			6,130,576
Operating expenses
Sales and marketing		866,607			1,218,921
Impairment loss		-			260,674
General and administrative expenses		1,864,249			2,875,868
Total operating expenses		2,730,857			4,355,463
Income from operations		4,122,027			1,775,113
Other income (expense)
Loss from debt extinguishment		-			(1,140,446	)
Loss from related party debt extinguishment		-			-
Change in fair value derivative liability		338,311			(775,555	)
Interest expense		(1,412,556	)		(1,932,393	)
Total other expense, net		(1,074,245	)		(3,848,394	)
Net income (loss)	$	3,047,782		$	(2,073,281	)

~~Revenues~~Summary of key operational and financial events:

~~Revenue~~■ ~~increased~~The byCompany has collected an aggregate amount of $1312,~~036,461~~175 tofrom $8house construction at the Plaza Bajamar project,~~094,940~~ ~~for~~ which was initially recorded and presented as contract liability in the ~~year~~consolidated ~~ended~~balance ~~December~~sheets. 31However, ~~2024,~~the ~~from~~Company ~~$7,058,479~~offset the balance with the additional cash funded for the ~~year~~construction ~~ended~~of ~~December~~amenities 31at Bajamar, ~~2023~~with the net balance presented as impairment loss in the consolidated statement of operations in the previous year. ~~The~~There ~~revenue~~were ~~recognized~~no collections during 2025. ■ Continued our research and marketing efforts to identify potential home buyers in the ~~year~~United ~~ended~~States, ~~December 31~~Canada, ~~2024~~Europe, ~~includes~~and ~~real~~Asia. ~~estate~~Through ~~sales~~the formation of a partnership with a similar development company in the Baja California Norte Region of Mexico, ~~interest~~we ~~from~~have ~~financed~~been able to leverage additional resources with the use of their established and proven marketing plan which can help us with sophisticated execution and the desired results for residential plot sales, ~~financing~~and ~~fees,~~development. ~~previously~~■ ~~deferred~~Title ~~revenues~~of Oasis Park Resort in San Felipe was assumed during 2019. We are expecting the transfer of title on Valle Divino in Ensenada, Baja California and ~~components~~Plaza Bajamar in Ensenada, Baja California before the end of ~~home construction~~our second fiscal quarter of 2026, as we continue to follow the necessary steps to complete this legal process.

24Results of Operations for the year ended December 31, 2025, compared to the year ended December 31, 2024

Cost of Revenues

	For the years ended
	December 31, 2025			December 31, 2024
Revenues and lease income	$	2,434,413		$	8,094,940

Cost of revenue		1,618,529			1,242,057

Gross profit		815,884			6,852,883

Operating expenses
Sales and marketing		848,140			866,607
Impairment loss		-			-
General and administrative expenses		7,129,788			1,864,249
Total operating expenses		7,977,928			2,730,857

Income (loss) from operations		(7,162,044	)		4,122,027

Other income (expense)
Loss from conversion of debt to equity		(1,976,914	)		-
Recapture of debt		228,950
Change in fair value derivative liability		(2,800,243	)		338,311
Interest expense		(2,587,933	)		(1,412,556	)
Total other expense, net		(7,136,140	)		(1,074,245	)

Net income (loss)	$	(14,298,184	)	$	3,047,782

Cost of revenue increased by $314,154 to $1,242,057 for the year ended December 31, 2024, from $927,903 for the year ended December 31, 2023. Cost of revenue includes land cost and related land improvements including infrastructure and subdivision costs.Revenues

~~Operating~~Revenue decreased ~~Expenses~~by $5,660,527 to $2,434,413 for the year ended December 31, 2025, from $8,094,940 for the year ended December 31, 2024. The revenue recognized during the year ended December 31, 2025, includes real estate sales, interest from financed sales, financing fees, and components of home construction.

~~Operating expenses decreased by $1,624,606 to $2,730,857 for the year ended December 31, 2024, from $4,355,463 for the year ended December 31, 2023.~~24

~~Such decrease mainly relates to the reduced marketing~~Cost ~~efforts incurred by RCVD and ILAL during the year ended December 31, 2024, as the Company was in process~~ of raising additional capital. Sales costs are related to real estate’s sales commissions. Marketing costs include advertising, prospective customers’ education, travel, and accommodation. In addition, general and administrative decreased for professional fees and other general and administrative expenses due to the lack of capital available during the year ended December 31, 2024. General and administrative costs mainly include commissions paid attributable to sales.Revenues

~~Other~~Cost of ~~expenses~~revenue increased by $376,472 to $1,618,529 for the year ended December 31, 2025, from $1,242,057 for the year ended December 31, 2024. Cost of revenue includes land cost and related land improvements including infrastructure, construction and subdivision costs.

~~Other expenses decreased by $2,774,149 to~~Operating $1,074,245 for the year ended December 31, 2024, from $3,848,394 during ended December 31, 2023. Such change is primarily due to the change in fair value of the Company’s derivative liability, a decrease in loss on debt from extinguishment, a decrease in the loss on acquisition, with interest expense decreasing year over year.Expenses

~~Net~~Operating ~~Income~~expenses ~~(Loss)~~increased by $5,247,071 to $7,977,928 for the year ended December 31, 2025, from $2,730,857 for the year ended December 31, 2024.

AsSuch increase mainly relates to a ~~result~~large increase in stock-based compensation expenses of $2,794,632 during 2025 which totaled $3,702,669 compared to $908,037 in the ~~foregoing~~prior year. In addition, general and administrative increased for professional fees and other general and administrative expenses during 2025, due to the ~~Company~~lack ~~finished~~of capital available during the year ended December 31, 2024,. ~~with~~Sales ~~net~~and ~~income~~marketing ofremained relatively flat, decreasing $318,~~047~~468 during 2025,~~781~~ from the year ended December 31, as2024. ~~compared~~Sales costs are related to areal ~~loss~~estate’s ofsales ~~$2,073,281~~commissions. ~~for~~Marketing ~~the~~costs ~~year ended~~include ~~December~~advertising, 31prospective customers’ education, ~~2023~~travel, and accommodation.

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

■Other ~~The~~expenses ~~positive~~increased ~~effect~~by of$6,061,895 ~~implemented~~to ~~sales~~$7,136,140 for ~~and~~the ~~marketing~~year ~~initiatives~~ended toDecember ~~drive~~31, ~~opportunities~~2025, ~~into~~from ~~our~~$1,074,245 ~~various~~during ~~projects.~~ended ■December ~~The~~31, ~~quality of our amenities~~2024. ■Such ~~The~~change ~~global~~is ~~economy~~primarily ~~and~~due to the ~~demand~~change ~~for~~in ~~vacation~~fair value ~~homes.~~of ■the ~~The~~Company’s ~~sale~~derivative ~~price~~liability of ~~future~~$2,800,243 ~~plots~~ and ~~home~~loss ~~construction~~on ~~compared~~debt toextinguishment ~~the~~of ~~sale~~$1,976,914, ~~price~~with ininterest ~~other~~expense ~~resorts~~increasing $1,175,377 inyear ~~Mexico.~~over ~~■ The prime location of our projects~~year.

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

25As a result of the foregoing, the Company finished the year ended December 31, 2025, with net loss of $14,298,184, as compared to net income of $3,047,781 for the year ended December 31, 2024.

~~Capital~~The factors ~~Resources~~that ~~and~~will ~~Liquidity~~most significantly affect future operating results will be:

~~Cash~~■ ~~was~~The ~~$26,120~~positive ~~and~~effect ~~$140,247 as~~ of ~~December~~implemented ~~31,~~sales ~~2024~~ and ~~2023,~~marketing ~~respectively.~~initiatives Asto ~~shown~~drive inopportunities ~~the~~into ~~accompanying~~our ~~financial~~various ~~statements,~~projects. we■ ~~recorded~~The ~~income~~quality of ~~$3.0~~our ~~million for year ended December 31, 2024~~amenities. ~~Our~~■ ~~working~~The ~~capital~~global ~~deficit~~economy asand ofthe ~~December~~demand ~~31,~~for ~~2024,~~vacation ~~was $11~~homes.6 ~~million.~~■ ~~These~~The ~~factors~~sale ~~and~~price ~~our~~of ~~ability~~future toplots ~~raise~~and ~~additional~~home ~~capital to~~construction ~~accomplish~~compared ~~our objectives, raises substantial doubt about our ability~~ to ~~continue as a going concern. We expect our expenses will continue to increase during~~ the ~~foreseeable~~sale ~~future~~price asin aother ~~result~~resorts ofin ~~increased~~Mexico. ~~operations,~~■ ~~increased~~The ~~construction~~prime ~~activity~~location ~~and the development~~ of ~~current~~ ~~and future projects which include~~ our ~~current business operations~~projects.

WeOther than ~~anticipate generating increased revenues over~~ the ~~next~~ ~~twelve~~foregoing ~~months, as~~ we ~~continue~~do tonot ~~market~~know ~~the sale~~ of ~~plots~~any ~~held~~trends, ~~for~~events ~~sale~~or atuncertainties ~~our~~that ~~various~~have ~~projects~~had, ~~generate~~or ~~cash~~are ~~from~~reasonably ~~the~~expected ~~sale~~to ofhave, ~~house~~a material ~~construction~~impact aton our ~~properties~~revenues or expenses.

If the Company is not successful with its marketing efforts to increase sales, the Company will continue to experience a shortfall in cash, and it will be necessary to obtain funds through equity or debt financing in sufficient amounts or to further reduce its operating expenses in a manner to avoid the need to curtail its future operations.25

~~Operating~~Capital Resources ~~Activities~~and Liquidity

~~Net cash flows~~Cash ~~used~~was in$4,186 ~~operating~~and ~~activities~~$26,120 ~~for~~as ~~the~~of ~~year ended~~ December 31, 2025 and 2024, ~~was~~respectively. ~~$384,680~~As ~~which~~shown ~~resulted primarily~~in ~~due~~the toaccompanying ~~net~~financial ~~income~~statements, we recorded loss of $14.3 million for year ended December 31,~~047,781,~~ ~~non-cash~~2025. ~~share-based~~Our ~~compensation~~working capital deficit as of ~~$908~~December 31,~~037~~ 2025, ~~depreciation~~ ofwas $~~87,250,~~24.3 million. These factors and ~~change~~our inability ~~fair~~to ~~value~~raise ofadditional ~~derivative~~capital ~~liability~~to ofaccomplish ~~$338~~our objectives,~~311,~~ ~~offset~~raises substantial doubt about our ability to continue byas a ~~negative~~going ~~net~~concern. ~~change~~We inexpect ~~assets~~our ~~and~~expenses ~~liabilities~~will continue to increase during the foreseeable future as a result of $4increased operations,~~089,436~~ increased construction activity and the development of current and future projects which include our current business operations.

~~Net~~We anticipate ~~cash~~generating ~~flows~~increased ~~used~~revenues inover ~~operating activities for~~ the ~~year~~next ~~ended~~twelve ~~December 31~~months, ~~2023,~~as ~~was~~we ~~approximately~~continue ~~$2,167,104, which resulted primarily due~~ to market the ~~loss~~sale of ~~$2,073,281, offset~~plots byheld ~~stock-based~~for ~~compensation~~sale ofat ~~$927,774, fair value of shares issued as settlement of debt of $1,140,446, impairment loss of $245,674,~~our ~~amortization~~various ~~of debt discount of $437~~projects,~~376,~~ ~~$775,555~~generate ~~change~~cash infrom ~~fair~~the ~~value~~sale of ~~derivative~~house ~~liability,~~construction ~~and~~at ~~$4,078,450~~our ~~change in assets and liabilities~~properties.

26If the Company is not successful with its marketing efforts to increase sales, the Company will continue to experience a shortfall in cash, and it will be necessary to obtain funds through equity or debt financing in sufficient amounts or to further reduce its operating expenses in a manner to avoid the need to curtail its future operations.

~~Investing~~ Operating Activities

Net cash flows used in ~~investing~~operating activities ~~was $513,138~~ for the year ended December 31, ~~2024.~~2025, ~~The~~was ~~funds~~$998,582 ~~were~~which ~~used~~resulted ~~for~~primarily ~~the~~due ~~development~~to net loss of ~~the~~$14,298,184, ~~various~~off-set ~~projects~~by ~~and~~non-cash share-based ~~additional~~compensation ~~investment~~of ~~for~~$3,702,669, ~~land~~loss on debt conversion of $1,976,914, change in ~~development~~fair value of derivative liability of $2,800,243, and by a positive net change in assets and liabilities of $3,035,516.

Net cash flows used in ~~investing~~operating activities ~~was $210,423~~ for the year ended December 31, ~~2023.~~2024, ~~The~~was ~~funds~~$384,680 ~~were~~which ~~used~~resulted ~~for~~primarily ~~the~~due ~~development~~to ofnet ~~the~~income ~~various~~of ~~projects~~$3,047,781, ~~and the purchased house construction~~non-cash atshare-based ~~Plaza~~compensation ~~Bajamar~~of ~~and Valle Divino for~~ $~~179~~908,~~799~~037, ~~additional~~depreciation ~~investment~~of ~~for land development for~~ $~~557~~87,~~738.~~250, and ~~This~~change ~~was~~in ~~offset~~fair byvalue ~~the~~of ~~cash~~derivative ~~acquired for~~liability of $~~321~~338,~~920~~311, ~~from~~offset ~~the~~by ~~acquisition~~a ofnegative ~~RCVD~~net ~~and~~change ~~$205,096~~ in ~~proceeds~~assets ~~from~~and ~~the~~liabilities ~~disposal~~ of ~~fixed assets~~$4,089,436.

~~Financing Activities~~26

~~Net cash flows provided by financing activities for~~Investing the year ended December 31, 2024, was $738,691, primarily from cash proceeds from related parties for aggregate amount of $242,875, cash proceeds from convertible notes of $456,130, cash proceeds from other loans for $666,363, cash proceeds from promissory notes of $75,000, dividends paid of $91,678, and cash payments on promissory notes of $565,000.Activities

Net cash flows ~~provided~~used byin ~~financing~~investing activities was $3,101,938 for the year ended December 31, ~~2023,~~2025. ~~was~~The ~~$2,468,400,~~funds ~~primarily~~were ~~from~~used ~~cash proceeds from issuance of convertible notes~~ for ~~aggregate~~the ~~amount~~development of ~~$275,000,~~the ~~cash~~various ~~proceeds~~projects ~~from~~and ~~promissory notes of $1,115,000,~~ additional ~~funds~~investment ~~received~~for ~~from~~land ~~related party of $888~~development,~~209,~~ ~~$300,000~~as ~~from cash~~well ~~proceeds~~as ~~from~~an ~~sale~~increase ofin ~~common~~long-term ~~and~~accounts ~~preferred stock, offset by repayment on a promissory note of $330,000, and repayment to related party by $308,248~~receivable.

AsNet cash aflows ~~result~~used ofin ~~these~~investing activities, wewas ~~experienced a decrease in cash of~~ $~~114~~513,~~127~~138 for the year ended December 31, 2024. The funds were used for the development of the various projects and additional investment for land development.

~~Our ability to continue as a going concern is dependent~~Financing ~~on our success in obtaining additional financing from investors or from the sale of our common shares.~~Activities

~~Critical~~Net cash ~~Accounting~~flows ~~Polices~~provided by financing activities for the year ended December 31, 2025, was $4,078,586, primarily from cash proceeds from other loans of $1,497,217, cash proceeds from convertible notes of $4,297,100, cash proceeds from the issuance of Series C Preferred stock of $250,000, and cash proceeds from promissory notes of $100,000, primarily offset by cash payments on other loans of $1,751,465, dividends paid of $132,054, and cash payments on convertible notes of $329,414.

InNet ~~December~~cash ~~2001,~~flows ~~the~~provided ~~SEC~~by ~~requested~~financing ~~that~~activities ~~all~~for ~~registrants~~the ~~list~~year ~~their~~ended ~~“critical~~December ~~accounting~~31, ~~polices”~~2024, inwas ~~the~~$738,691, ~~Management~~primarily ~~Discussion and~~from ~~Analysis.~~cash ~~The~~proceeds ~~SEC~~from ~~indicated~~related parties ~~that~~for aaggregate ~~“critical~~amount ~~accounting~~of ~~policy”~~$242,875, iscash ~~one~~proceeds ~~which~~from isconvertible ~~both~~notes ~~important to the portrayal~~ of ~~a company’s financial condition and results~~$456,130, ~~and~~cash ~~requires~~proceeds ~~management’s~~from ~~most~~other ~~difficult,~~loans ~~subjective,~~for ~~or complex judgments~~$666, ~~often~~363, ascash aproceeds ~~result~~from ofpromissory ~~the~~notes ~~need to make estimates about the effect~~ of ~~matters~~$75,000, ~~that~~dividends ~~are~~paid ~~inherently uncertain. Our accounting policies are disclosed in Note 2~~ of ~~our~~$91,678, ~~audited~~and ~~consolidated~~cash ~~financial~~payments ~~statements~~on ~~included~~promissory ~~herein.~~notes ~~We consider the following accounting policies critical to the understanding~~ of ~~the results of our operations:~~$565,000.

■As a ~~Going~~result ~~concern.~~of Itthese ~~requires~~activities, towe ~~rely~~experienced ~~on management’s representation on financial forecast. ■ Revenue recognition. It requires judgement to determine when~~ a ~~contract~~decrease ~~exists,~~in ~~when~~cash ~~performance obligations are met and the estimated variable consideration if any. ■ Issuance~~ of ~~debt~~$21,934 ~~with~~for ~~attached financial instruments. Some instruments carry embedded features that require bifurcation from host instrument and accounting as derivative liability. ■ Accounting of~~ the ~~Company’s~~year ~~equity-method~~ended ~~investment.~~December ~~Indeed~~31, it2025. ~~requires~~Our ~~judgement~~ability ~~by management~~ to ~~determine~~continue as ~~whether~~a ~~there~~going isconcern ~~significant influence or control over the Company’s investee. Significant influence~~ is ~~the~~dependent ~~power~~on toour ~~participate~~success in ~~the~~obtaining ~~financial~~additional ~~and~~financing ~~operating~~from ~~policy~~investors ~~decisions~~or offrom the ~~investee~~sale ~~but~~of isour ~~not~~common ~~control or joint control over these policies~~shares.

~~Off-balance~~Critical Accounting ~~Sheet Arrangements~~Polices

~~During~~In December 2001, the ~~year~~SEC ~~ended~~requested ~~December~~that 31all registrants list their “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, ~~2024~~and requires management’s most difficult, wesubjective, ~~have~~or ~~not~~complex judgments, often ~~engaged~~as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our accounting policies are disclosed in ~~any~~Note ~~off-balance~~2 ~~sheet~~of ~~arrangements~~our audited consolidated financial statements included herein. We consider the following accounting policies critical to the understanding of the results of our operations:

~~Recent~~■ Going concern. It requires to rely on management’s representation on financial forecast. ■ Revenue recognition. It requires judgement to determine when a contract exists, when performance obligations are met and the estimated variable consideration if any. ■ Issuance of debt with attached financial instruments. Some instruments carry embedded features that require bifurcation from host instrument and accounting as derivative liability. ■ Accounting ~~Pronouncements~~of the Company’s equity-method investment. Indeed, it requires judgement by management to determine whether there is significant influence or control over the Company’s investee. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over these policies.

~~The recent accounting pronouncements that are material~~Off-balance toSheet ~~our financial statements are disclosed in Note 2 of our consolidated audited financial statements included herein.~~Arrangements

~~Item~~During the ~~7A.~~year ~~Quantitative~~ended ~~and~~December ~~Qualitative~~31, ~~Disclosures~~2025, ~~about~~we ~~Market~~have ~~Risk~~not engaged in any off-balance sheet arrangements.

~~Not required under Regulation S-K for “smaller~~Recent ~~reporting~~Accounting ~~companies.”~~Pronouncements

~~Item~~The recent 8.accounting ~~Financial~~pronouncements ~~Statements~~that ~~and~~are ~~Supplementary~~material ~~Data~~to our financial statements are disclosed in Note 2 of our consolidated audited financial statements included herein.

~~Our audited consolidated financial statements are~~Item ~~set~~7A. ~~forth~~Quantitative inand ~~this~~Qualitative ~~Annual~~Disclosures ~~Report~~about ~~beginning~~Market ~~on page F-1~~Risk.

27Not required under Regulation S-K for “smaller reporting companies.”

~~INTERNATIONAL~~Item 8. ~~LAND~~Financial ~~ALLIANCE,~~Statements ~~INC.~~and ~~INDEX~~Supplementary ~~TO FINANCIAL STATEMENTS~~Data.

Report of Independent Registered Public Accounting Firm(PCAOB ID No: 6797)	F-2
Consolidated Balance Sheets as of December 31, 2024, and 2023	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2024, and 2023	F-4
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2024, and 2023	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, and 2023	F-7
Notes to Financial Statements	F-8 to F-31

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

~~F-1~~27

~~REPORT~~INTERNATIONAL LAND OFALLIANCE, ~~INDEPENDENT~~INC. ~~REGISTERED~~INDEX ~~PUBLIC~~TO ~~ACCOUNTING FIRM~~FINANCIAL STATEMENTS

To the Shareholder and the Board of Directors,

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

Consolidated Balance Sheets as of December 31, 2025, and 2024	F-3

Consolidated Statements of Operations for the Years Ended December 31, 2025, and 2024	F-4

Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025, and 2024	F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, and 2024	F-7

Notes to Financial Statements	F-8 to F-33

~~International Land Alliance, Inc.~~F-1

~~San~~REPORT OF ~~Diego,~~INDEPENDENT CAREGISTERED PUBLIC ACCOUNTING FIRM

~~OPINION~~To ONthe ~~THE~~Shareholder ~~FINANCIAL~~and ~~STATEMENTS~~the Board of Directors,

~~We have audited the accompanying balance sheets of~~ International Land Alliance, Inc. (the “Company”) as of December 31, 2024 and 2023, and the related statements of operations and comprehensive income, changes in stockholders’ deficit, and cash flows for each of the year then ended December 21, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

~~SUBSTANTIAL~~San ~~DOUBT~~Diego, ~~ABOUT THE COMPANY’S ABILITY TO CONTINUE AS A GOING CONCERN~~CA

~~The~~Opinion accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As disclosed in Note 1 of the financial statements, the Company has suffered substantial net losses and negative cash flows from operations in recent years and is dependent on ~~debt and equity financing to fund its operations, all of which raise substantial doubt about~~ the ~~Company’s~~Financial ability to continue as a going concern. Management’s plans regarding these matters are disclosed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Statements

~~BASIS~~We ~~FOR~~have ~~OPINION~~audited the accompanying consolidated balance sheets of International Land Alliance, Inc. (the “Company”) as of December 31, 2025, and 2024 and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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

WeThe ~~conducted~~accompanying ~~our~~financial ~~audit~~statements inhave ~~accordance~~been prepared ~~with~~assuming ~~the~~that ~~standards of~~ the ~~PCAOB.~~Company ~~Those~~will ~~standards~~continue ~~require~~as ~~that~~a wegoing ~~plan~~concern. ~~and~~As ~~perform~~disclosed ~~the~~in ~~audit~~Note 1 to ~~obtain reasonable assurance about whether~~ the financial statements ~~are~~, ~~free~~the ofCompany has ~~material~~suffered ~~misstatement,~~recurring ~~whether~~losses ~~due~~and tonegative ~~error~~cash orflows ~~fraud.~~from ~~The~~operations ~~Company~~in isrecent ~~not~~years ~~required~~and tois ~~have,~~dependent ~~nor~~on ~~were~~debt weand ~~engaged~~equity tofinancing ~~perform,~~to anfund ~~audit of~~ its ~~internal~~operations, ~~control~~all ~~over~~of ~~financial~~which ~~reporting.~~raise Assubstantial ~~part~~doubt ofabout ~~our~~the ~~audits,~~Company’s weability ~~are required~~ to ~~obtain~~continue anas ~~understanding~~a ofgoing ~~internal~~concern. Management’s ~~control~~plans ~~over~~in ~~financial~~regard ~~reporting~~to ~~but~~these ~~not~~matters ~~for~~are ~~the~~disclosed ~~purpose~~in ofNote ~~expressing~~1. anThe ~~opinion~~financial onstatements ~~the~~do ~~effectiveness~~not ofinclude ~~the~~any ~~Company’s~~adjustments ~~internal control~~that ~~over~~might ~~financial~~result ~~reporting.~~from the ~~Accordingly,~~outcome weof ~~express~~this ~~no such opinion~~uncertainty.

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

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

~~Critical~~We ~~audit~~conducted ~~matters~~our ~~are~~audit ~~matters~~in ~~arising~~accordance ~~from~~with the ~~current~~standards ~~period~~of the PCAOB. Those standards require that we plan and perform the audit ofto obtain reasonable assurance about whether the financial statements ~~that~~are ~~were~~free ~~communicated~~of material misstatement, whether due to error or fraud. The Company is not required to behave, ~~communicated~~nor were we engaged to ~~the~~perform, an audit ~~committee~~of ~~and~~its ~~that (1)~~internal ~~relate~~control toover ~~accounts~~financial orreporting. ~~disclosures~~As ~~that~~part of our audits, we are ~~material~~required to ~~the~~obtain an understanding of internal control over financial ~~statements~~reporting ~~and~~but ~~(2)~~not ~~involved~~for ~~our~~the ~~especially~~purpose ~~challenging,~~of ~~subjective,~~expressing an opinion on the effectiveness of the Company’s orinternal ~~complex~~control ~~judgements.~~over Wefinancial ~~determined~~reporting. ~~that~~Accordingly, ~~there~~we ~~are~~express no ~~critical~~such ~~audit matters~~opinion.

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

WeCritical ~~have~~Audit ~~served as the Company’s auditor since 2024.~~Matters

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

~~May~~1. ~~21,~~Accounts ~~2025~~Receivable – Allowance for Doubtful Accounts

~~PCAOB~~The IDallowance ~~Number~~for ~~6797~~doubtful accounts was identified as a critical audit matter due to the significant judgment involved in estimating collectability of receivables. As of the balance sheet date, International Land Alliance, Inc. reported accounts receivable, net of allowance, of approximately $1.5 million. The estimation process involves subjective assumptions, including aging, historical collection trends, and customer-specific risks, particularly for financed sales and accounts with irregular payment patterns. Auditing this area required heightened auditor judgment and evaluation of estimation uncertainty and therefore involved especially challenging and subjective auditor procedures. Accordingly, we determined this matter to be a critical audit matter.

~~179~~How N.the ~~Gibson~~Matter ~~Road, Henderson,~~Was ~~Nevada~~Addressed ~~89014~~in ●the ~~702.703.5979 ● www.bushandassociatescpas.com~~Audit

~~F-2~~Our audit procedures related to the valuation of the Allowance for doubtful accounts included, the following:

~~INTERNATIONAL~~● ~~LAND~~Our ~~ALLIANCE~~audit procedures related to the Company’s allowance for expected credit losses (ECL) on accounts receivable included, ~~INC.~~among others:

~~CONSOLIDATED~~● ~~BALANCE~~Obtaining ~~SHEETS~~the accounts receivable aging and repayment schedules for financed sales and agreeing the total balances to the general ledger and trial balance to assess completeness and accuracy.

	December 31, 2024			December 31, 2023
ASSETS
Current assets
Cash	$	26,120		$	140,247
Accounts receivable		1,264,634			1,652,086
Prepaid and other current assets		255,516			16,815
Total current assets		1,546,270			1,809,148
Land		15,776,526			15,551,526
Buildings, net		1,833,021			1,818,825
Furniture and equipment, net		-			2,677
Other non-current assets		408,064			53,468
Goodwill		11,118,187			11,118,187
Total assets	$	30,682,068		$	30,353,831
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	1,141,338		$	1,431,676
Accounts payable and accrued liabilities related parties		326,947			361,223
Accounts payable and accrued liabilities		326,947			361,223
Deferred revenue		-			4,521,222
Accrued interest		1,394,889			1,756,937
Accrued interest related party		-			-
Accrued interest		-			-
Contract liability		143,680			93,382
Deposits		20,500			20,500
Derivative liability		161,136			781,924
Convertible notes, net of debt discounts		600,000			652,077
Convertible note RCVD acquisition		-			8,900,000
Promissory notes, net of debt discounts		432,762			2,674,762
Promissory notes, net discounts – Related Parties		347,374			104,498
Promissory notes, net discounts		347,374			104,498
Other loans		8,553,338			7,358,600
Total current liabilities		13,121,964			28,656,801
Convertible notes, net of current portion		2,502,000			-
Total liabilities		15,623,964			28,656,801
Commitments and Contingencies (Note 11)		-			-
Preferred Stock Series B (Temporary Equity)		293,500			293,500
Preferred Stock Series C (Temporary Equity)		310,000			310,100
Total Temporary Equity		603,500			603,500
Stockholders’ Equity
Preferred stock; $0.001 par value; 2,010,000 shares authorized; 117,000 and 28,000 Series A shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively		117			28
1,000 Series B shares issued and outstanding as of December 31, 2024 and December 31, 2023		1			1
3,100 Series C shares issued and outstanding as of December 31, 2024 and December 31, 2023		3			3
17,000 Series D shares issued and outstanding as of December 31, 2024 and December 31, 2023		17			17
Preferred stock value		17			17
Common stock; $0.001 par value; 150,000,000 shares authorized; 97,602,713 and 94,602,713 shares issued and outstanding as of December 31, 2024, respectively, and 79,658,165 and 76,658,165 shares issued and outstanding as of December 31, 2023, respectively		97,603			79,658
Additional paid-in capital		38,803,819			28,476,622
Common stock payable		-			31,939
Treasury stock (3,000,000 shares as of December 31, 2024 and December 31, 2023)		(300,000	)		(300,000	)
Accumulated deficit		(24,146,956	)		(27,194,738	)
Total stockholders’ equity		14,454,604			1,093,530
Total liabilities and stockholders’ equity	$	30,682,068		$	30,353,831

●

Testing the reconciliation of gross receivables, the allowance for expected credit losses, and net receivables to the underlying accounting records.

~~The~~● ~~accompanying~~Evaluating ~~notes~~customer ~~are~~payment anhistories ~~integral~~and ~~part~~identifying ofaccounts ~~these consolidated~~with ~~financial~~delinquent ~~statements~~or irregular payment patterns to assess the need for specific reserves, including full (100%) allowances where appropriate.

~~F-3~~● Assessing the reasonableness of management’s assumptions and methodology used in estimating the ECL allowance, including consideration of historical collection trends and relevant qualitative factors.

~~INTERNATIONAL~~● ~~LAND~~In ~~ALLIANCE~~addition, ~~INC~~we independently recalculated the expected credit loss allowance and identified a material difference compared to management’s estimate. We proposed an audit adjustment (AJE) to correct the variance, which was reviewed and accepted by management and recorded in the financial statements.

~~CONSOLIDATED~~2. ~~STATEMENTS~~Revenues OFand ~~OPERATIONS~~Deferred revenues

	December 31, 2024			December 31, 2023
	For the Years Ended,
	December 31, 2024			December 31, 2023
Net revenues and lease income	$	8,094,940		$	7,058,479
Cost of revenues		1,242,057			927,903
Gross profit		6,852,883			6,130,576
Operating expenses
Sales and marketing		866,607			1,218,921
Impairment loss		-			260,674
General and administrative expenses		1,864,249			2,875,868
Total operating expenses		2,730,856			4,355,463
Income from operations		4,122,027			1,775,113
Other income (expense)
Loss from debt extinguishment			-		(1,140,446)
Change in fair value derivative liability		338,311			(775,555	)
Interest expense		(1,412,556	)		(1,932,393	)
Total other expense, net		(1,074,245	)		(3,848,394	)
Net income (loss)	$	3,047,782		$	(2,073,281	)
Preferred stock dividends		114,308			1,082,825
Net income (loss) applicable to common shareholders	$	2,933,474		$	(3,156,106	)
Income (loss) per common share - basic and diluted	$	0.04		$	(0.03	)
Weighted average common shares outstanding - basic and diluted		84,394,693			68,368,501

Revenue recognition was identified as a critical audit matter due to the nature and timing of transactions and the subjectivity involved in cost estimation and evaluation of audit evidence. For the year ended, International Land Alliance, Inc. reported revenue of approximately $2.43 million from land sales and construction activities. While land sales require judgment in cutoff, construction revenue recognized over time involves estimation of total costs and progress toward completion. Based on discussions with management, the Company maintains a standardized arrangement with contractors, whereby construction costs are determined through informal agreements without separate formal cost estimation contracts, increasing estimation uncertainty. Accordingly, due to the audit effort and judgment involved, revenue recognition was determined to be a critical audit matter.

~~The~~How ~~accompanying~~the ~~notes~~Matter ~~are~~Was anAddressed ~~integral~~in ~~part~~the ~~of these consolidated financial statements.~~Audit

~~F-4~~Our audit procedures related to the recognition of revenue and deferred revenue included, the following:

~~INTERNATIONAL~~● ~~LAND~~We ~~ALLIANCE~~obtained an understanding of the Company’s revenue recognition processes and evaluated the design and implementation of relevant controls over contract review, ~~INC~~cost estimation, and revenue recording.

~~CONSOLIDATED~~● ~~STATEMENTS~~We OFagreed ~~CHANGES~~the INrevenue ~~STOCKHOLDERS’ EQUITY~~schedule ~~(DEFICIT)~~to the general ledger for completeness and accuracy and selected samples for substantive testing, including items above performance materiality and random selections.

~~Activity~~● ~~for~~For ~~the~~land ~~year~~sales, ~~Ended~~we ~~December~~inspected ~~31,~~executed ~~2024~~agreements and closing documentation to assess proper timing of revenue recognition.

-	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Stock			Capital			Payable		Deficit			Deficit
	Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock				Series D Preferred Stock				Common Stock				Treasury			Additional Paid-in			Common Stock		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Stock			Capital			Payable		Deficit			Deficit
Balance, December 31, 2023		28,000	$	28		1,000	$	1		3,100		3		17,000		17		79,658,165	$	79,658		(300,000)		$	28,476,622		$	31,939	$	(27,194,738	)	$	1,093,530
Dividend on Series C Preferred		-		-		-		-		-		-		-		-		387,351		387			-		(23,017)			-		-			(22,630	)
Common stock issued for warrant exercise		-		-		-		-		-		-		-		-		2,484,832		2,485		-			(2,485	)		-		-			-
Common shares issued pursuant to inducement agreement		-		-		-		-		-		-		-		-		500,000		500		-			12,000			-		-			12,500
Common shares issued pursuant to promissory notes		-		-		-		-		-		-		-		-		4,050,000		4,050		-			180,915			(31,939)		-			153,026
Stock-based compensation		-		-		-		-		-		-		-		-		-		-		-			156,094			-		-			156,094
Common stock issued for consulting services		-		-		-		-		-		-		-		-		7,202,595		7,203		-			552,717			-		-			559,919
Common stock issued from debt conversion		-		-		-		-		-		-		-		-		1,223,776		1,224		-			47,902			-		-			49,126
Dividend on Series A Preferred		-		-		-		-		-		-		-		-		-		-		-			(333,511)			-		-			(333,511)
Series A Preferred shares issued for the conversion of related party debt		89,000		89		-		-		-		-		-		-		-		-		-			9,456,161			-		-			9,456,250
Settlement of derivative liability		-		-		-		-		-		-		-		-		-		-		-			282,518			-		-			282,518
Dividend paid on Series D Preferred Stock		-		-		-		-		-		-		-		-		2,095,994		2,096		-			(2,096)			-		-				-
Net income		-		-		-		-		-		-		-		-		-		-		-			-			-		3,047,782			3,047,782
Balance, December 31, 2024		117,000	$	117		1,000	$	1		3,100		3		17,000	$	17		97,602,713	$	97,603	$	(300,000	)	$	38,803,819		$	-	$	(24,146,956	)	$	14,454,604

●

For construction revenue, we reviewed contracts, invoices, and cost data to understand terms and evaluated the reasonableness of management’s cost estimates using supporting documentation and standardized cost metrics.

F● We independently recalculated percentage of completion under the cost-5to-cost method using costs incurred relative to total estimated costs and agreed underlying data to the accounting records.

~~Activity~~● ~~for~~We reviewed progressive billings, traced transactions to the ~~year~~general ~~Ended~~ledger, ~~December~~results 31indicated revenue recognition was incorrect with differences identified. We proposed an audit adjustment (AJE) to correct the variance, ~~2023~~which was reviewed and accepted by management and recorded in the financial statements.

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

/s/ Bush & Associates CPA LLC

~~The~~We have ~~accompanying~~served ~~notes~~as ~~are~~the anCompany’s ~~integral~~auditor ~~part~~since ~~of these consolidated financial statements~~2024.

~~F-6~~Las Vegas, Nevada

~~INTERNATIONAL~~April ~~LAND ALLIANCE~~27, ~~INC.~~ 2026

~~CONSOLIDATED~~PCAOB ID ~~STATEMENTS~~Number ~~OF CASH FLOWS~~6797

	December 31, 2024			December 31, 2023
	For the Years Ended,
	December 31, 2024			December 31, 2023
Cash Flows from Operating Activities
Net income (loss)	$	3,047,782		$	(2,073,281	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		908,037			927,774
Impairment loss		-			260,674
Loss from extinguishment of debt		-			1,140,446
Fair value of commitment shares		-			108,096
Fair value of shares issued for services		-			152,000
Depreciation expense		87,250			89,241
Excess fair value of derivative over carrying balance of debt		-			108,465
Change in fair value derivative		(338,311	)		775,555
Amortization of debt discount		-			437,376
Changes in assets and liabilities
Accounts Receivable		387,452			58,764
Prepaid and other current assets		(238,702	)		32,383
Other non-current assets		(165,229	)		(7,808	)
Accrued interest		722,577			181,066
Accounts payable and accrued interest		(290,337	)		(642,223	)
Accounts payable and accrued interest-related party		(34,276	)		171,957
Deferred revenue		(4,521,222	)		(4,193,498	)
Contract liability		50,299			305,909
Net cash used in operating activities		(384,680	)		(2,167,104	)
Cash Flows from investing
Cash acquired from RCVD acquisition		-			321,919
Proceeds from disposal of fixed assets		-			205,096
Additional expenditures on land		(288,138	)		(557,738	)
Additions to Construction in Progress on land not owned		(225,000	)		(179,700	)
Net cash used in investing activities		(513,138	)		(210,423	)
Cash Flows from Financing Activities
Common stock and warrants sold for cash		-			50,000
Dividends paid on Series C Preferred Stock		(91,677	)		(11,570	)
Series C Preferred Stock issued for cash		-			250,000
Cash payments on promissory notes – related party		242,875			(308,248	)
Cash payments on promissory notes		(565,000	)		(330,000	)
Cash proceeds from convertible notes		456,130			275,000
Cash payments on convertible notes		-			(240,025	)
Cash proceeds from promissory notes		75,000			1,115,000
Cash proceeds from other loans		666,363			780,034
Cash proceeds promissory notes – Related party		-			888,209
Net cash provided by financing activities		783,691			2,468,400
Net increase (decrease) in cash		(114,127	)		90,873
Cash, beginning of year		140,247			49,374
Cash, end of year	$	26,120		$	140,247
Supplemental disclosure of cash flow information
Cash paid for interest	$	254,912		$	405,705
Non-Cash investing and financing transactions
Dividend on Series A	$	333,511		$	-
Dividend on Series B	$	-		$	1,022,822
Dividend on Series C	$	22,630		$	60,003
Conversion of related party debt for Series D Preferred shares	$	-		$	1,586,163
Conversion of related party debt	$	-		$	-
Conversion of debt for common shares	$	49,126		$	1,673,851
Debt discount from bifurcated derivative	$	-		$	-
Debt discount from warrants issued with debt	$	-		$	-
Debt discount	$	169,498		$	351,092
Commitment shares issued with promissory notes	$	165,526		$	108,096

9555 S. Eastern Ave, Suite 280 Las Vegas NV 89123  702.703.5979  www.bushandassociatescpas.com

~~The accompanying notes are an integral part of these consolidated financial statements.~~F-2

~~F-7~~INTERNATIONAL LAND ALLIANCE, INC.

~~INTERNATIONAL~~CONSOLIDATED BALANCE ~~LAND ALLIANCE, INC.~~SHEETS

Notes to the Consolidated Financial Statements

	December 31, 2025			December 31, 2024
ASSETS
Current assets
Cash	$	4,186		$	26,120
Accounts receivable, net		488,409			1,264,634
Prepaid and other current assets		115,138			255,516
Total current assets		607,733			1,546,270

Land		17,662,657			15,776,526
Buildings, net		1,616,117			1,833,021
Furniture and equipment, net		-			-
Other non-current assets		311,367			408,064
Long-term accounts receivable, net		1,019,829
Goodwill		11,118,187			11,118,187

Total assets	$	32,335,890		$	30,682,068

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	1,435,249		$	1,141,338
Accounts payable and accrued liabilities related parties		2,164,515			326,947
Accounts payable and accrued liabilities		2,164,515			326,947
Accrued interest		1,753,445			1,394,889
Deferred revenue		46,500			-
Contract liability		143,680			143,680
Escrow deposits		1,032,550			20,500
Derivative liability		2,961,379			161,136
Convertible notes, net of debt discounts		6,681,925			600,000
Convertible note RCVD acquisition		-			-
Promissory notes, net of debt discounts		513,532			432,762
Promissory notes, net discounts – Related Parties		586,567			347,374
Promissory notes, net discounts – Related Parties		586,567			347,374

Other loans		7,622,729			8,553,338
Total current liabilities		24,942,071			13,121,964

Convertible notes, net of current portion		-			2,502,000

Total liabilities		24,942,071			15,623,964

Commitments and Contingencies (Note 8)		-			-

Preferred Stock Series B (Temporary Equity)		293,500			293,500
Preferred Stock Series C (Temporary Equity)		331,523			310,000
Total Temporary Equity		625,023			603,500

Stockholders’ Equity

Preferred stock; $0.001 par value; 2,010,000 shares authorized; 117,000 Series A shares issued and outstanding as of December 31, 2025 and December 31, 2024		117			117
1,000 Series B shares issued and outstanding as of December 31, 2025 and December 31, 2024		1			1
3,316 Series C shares issued and outstanding as of December 31, 2025 and 3,100 issued and outstanding as of December 31, 2024		3			3
17,000 Series D shares issued and outstanding as of December 31, 2025 and December 31, 2024		17			17
Preferred stock value		17			17

Common stock; $0.001 par value; 250,000,000 shares authorized; 2,666,311 and 2,606,311 shares issued and outstanding as of December 31, 2025, respectively, and 1,952,054 and 1,892,054 shares issued and outstanding as of December 31, 2024, respectively		133,316			97,603
Additional paid-in capital		43,772,482			38,803,819
Common stock payable		1,582,000			-
Treasury stock (3,000,000 shares as of December 31, 2025 and December 31, 2024)		(300,000	)		(300,000	)
Accumulated deficit		(38,419,140	)		(24,146,956	)
Total stockholders’ equity		6,768,796			14,454,604

Total liabilities and stockholders’ equity	$	32,335,890		$	30,682,068

~~For~~The accompanying ~~the~~notes ~~Years~~are ~~Ended~~an ~~December~~integral ~~31,~~part ~~2024~~of ~~and~~these ~~2023~~consolidated financial statements.

~~NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN~~F-3

~~Nature~~INTERNATIONAL LAND ofALLIANCE, ~~Operations~~INC.

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

In May 2021, the Company acquired a 25% investment in Rancho Costa Verde Development LLC (“RCVD”). RCVD is a 1,100-acre master planned second home, retirement home and vacation home real estate community located on the east coast of Baja California. RCV is a self-sustained solar powered green community that takes advantage of the advances in solar and other green technology. On January 3, 2023, the Company completed the acquisition of the remaining 75% interest in RCVD for a contractual price of $13.5 million, paid through a combination of a promissory note, common stock and common stock purchase warrants. As a result of the transaction, RCVD became a wholly owned subsidiary of the Company. The transaction was accounted for as a business acquisition pursuant to ASC 805 Business Combinations.

	December 31, 2025			December 31, 2024
	For the Years Ended,
	December 31, 2025			December 31, 2024

Net revenues and lease income	$	2,434,413		$	8,094,940

Cost of revenues		1,618,529			1,242,057

Gross profit		815,884			6,852,883

Operating expenses
Sales and marketing		848,140			866,607
Impairment loss		-			-
General and administrative expenses		7,129,788			1,864,249
Total operating expenses		7,977,928			2,730,856

Income (loss) from operations		(7,162,044	)		4,122,027

Other income (expense)
Loss from conversion of debt to equity		(1,976,914	)		-
Other income		228,950			-
Change in fair value derivative liability		(2,800,243	)		338,311
Interest expense		(2,587,933	)		(1,412,556	)
Total other expense, net		(7,136,140	)		(1,074,245	)

Net income (loss)	$	(14,298,184	)	$	3,047,782

Preferred stock dividends		132,054			114,308

Net income (loss) applicable to common shareholders	$	(14,430,238	)	$	2,933,474

Income (loss) per common share - basic and diluted	$	(0.13	)	$	0.04

Weighted average common shares outstanding - basic and diluted		110,240,896			84,394,693

~~Going~~The accompanying ~~Concern~~notes ~~and~~are ~~liquidity~~an integral part of these consolidated financial statements.

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.F-4

~~Management evaluated all relevant conditions and events~~INTERNATIONAL ~~that~~LAND ~~are reasonably known or reasonably knowable~~ALLIANCE, 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 concernINC. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues from its properties, raise capital or issue debt instruments. The Company has faced significant liquidity shortages as shown in the accompanying consolidated financial statements. As of December 31, 2024, the Company’s current liabilities exceeded its current assets by approximately $11.6 million. The Company has recorded net income of $3.0 million for the year ended December 31, 2024, and has an accumulated deficit of approximately $24.1 million as of December 31, 2024. Net cash used in operating activities for the year ended December 31, 2024, was approximately $0.4 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

~~The Company is currently raising additional capital~~CONSOLIDATED ~~through~~STATEMENTS ~~debt~~OF ~~and~~CHANGES ~~equity~~IN ~~financing~~STOCKHOLDERS’ inEQUITY ~~order to continue the funding of its operations, which may have the effect of diluting the holdings of existing shareholders.~~(DEFICIT)

~~Management anticipates that the Company’s capital~~Activity ~~resources~~for ~~will significantly improve if its plots of land gain wider market recognition and acceptance resulting in increased plot sales and house construction. If~~ the ~~Company~~year isEnded not successful with its marketing efforts to increase sales, the Company will continue to experience a shortfall in cash, and it will be necessary to obtain funds through equity or debt financing in sufficient amounts or to further reduce its operating expenses in a manner to avoid the need to curtail its future operations subsequent to December 31, ~~2024. The direct impact of these conditions is not fully known.~~2025

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.

	Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Stock			Capital			Payable		Deficit			Equity
	Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock						Series D Preferred Stock				Common Stock				Treasury			Additional Paid-in			Common Stock		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Stock			Capital			Payable		Deficit			Equity
Balance, December 31, 2024		117,000	$	117		1,000	$	1		3,100			3			17,000		17		1,952,054	$	97,603		(300,000	)	$	38,803,819		$	-	$	(24,146,956	)	$	14,454,604
Dividend on Series A Preferred		-		-		-		-		-			-			-		-		-		-		-			(24,500	)		-		-			(24,500	)
Dividend on Series D Preferred		-		-		-		-		-			-			-		-		-		-		-			(107,554	)		-		-			(107,554	)
Common shares issued for cash		-		-		-		-		-			-			-		-		-		-		-			-			25,000		-			25,000
Common shares issued pursuant to inducement agreement		-		-		-		-		-			-			-		-		9,900		495		-			82,255			-		-			82,750
Common stock issued for consulting services		-		-		-		-		-			-			-		-		284,355		14,218		-			1,307,318			-		-			1,321,536
Prior period adjustment		-		-		-		-		-			-			-		-		-		-		-			-			-		(56,582	)		(56,582	)
Common shares issued pursuant to employment agreement		-		-		-		-		-			-			-		-		-		-		-			-			1,557,000		-			1,557,000
Common stock issued from debt conversion		-		-		-		-		-			-			-		-		306,631		15,332		-			3,488,336			-		-			3,503,668
Common shares issued for conversion of Series C Preferred Stock		-		-		-		-		(3,100	)		(3	)		-		-		88,571		4,429		-			305,574			-		-			310,000
Warrants Exercised Pursuant to Series C Preferred Stock		-		-		-		-		-			-			-		-		24,800		1,240		-			(1,240	)		-		-			9,456,250
Series C Preferred Stock issued for cash		-		-		-		-		2,500			3			-		-		-		-		-			-			-		-			3
Deemed Dividend on Series C Preferred Stock		-		-		-		-		816			-			-		-		-		-		-			(81,526	)		-		-			(81,526	)
Net income		-		-		-		-		-			-			-		-		-		-		-			-			-		(14,298,184	)		(14,298,184	)
Balance, December 31, 2025		117,000	$	117		1,000	$	1		3,316			3			17,000	$	17		2,666,311	$	133,316	$	(300,000	)	$	43,772,482		$	-	$	(38,419,140	)	$	6,768,796

F-85

~~NOTE~~Activity for 2the –year ~~SUMMARY~~Ended OFDecember ~~SIGNIFICANT~~31, ~~ACCOUNTING POLICIES~~2024

Basis of Presentation

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Stock			Capital			Payable			Deficit			Deficit
	Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock				Series D Preferred Stock				Common Stock				Treasury			Additional Paid-in			Common Stock			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Stock			Capital			Payable			Deficit			Deficit
Balance, December 31, 2023		28,000	$	28		1,000	$	1		3,100		3		17,000		17		1,593,163	$	79,658		(300,000	)	$	28,476,622		$	31,939		$	(27,194,738	)	$	1,093,530
Balance		28,000	$	28		1,000	$	1		3,100		3		17,000		17		1,593,163	$	79,658		(300,000	)	$	28,476,622		$	31,939		$	(27,194,738	)	$	1,093,530
Dividend on Series C Preferred		-		-		-		-		-		-		-		-		7,747		387		-			(23,017	)		-			-			(22,630	)
Common stock issued for warrant exercise		-		-		-		-		-		-		-		-		49,697		2,485		-			(2,485	)		-			-			-
Common shares issued pursuant to inducement agreement		-		-		-		-		-		-		-		-		10,000		500		-			12,000			-			-			12,500
Common shares issued pursuant to promissory notes		-		-		-		-		-		-		-		-		81,000		4,050		-			180,915			(31,939	)		-			153,026
Stock-based compensation		-		-		-		-		-		-		-		-		-		-		-			156,094			-			-			156,094
Common stock issued for consulting services		-		-		-		-		-		-		-		-		144,052		7,203		-			552,717			-			-			559,919
Common stock issued from debt conversion		-		-		-		-		-		-		-		-		24,476		1,224		-			47,902			-			-			49,126
Dividend on Series A Preferred		-		-		-		-		-		-		-		-		-		-		-			(333,511	)		-			-			(333,511	)
Series A Preferred shares issued for the conversion of related party debt		89,000		89		-		-		-		-		-		-		-		-		-			9,456,161			-			-			9,456,250
Settlement of derivative liability		-		-		-		-		-		-		-		-		-		-		-			282,518			-			-			282,518
Dividend paid on Series D Preferred Stock		-		-		-		-		-		-		-		-		41,920		2,096		-			(2,096	)		-			-			-
Net income		-		-		-		-		-		-		-		-		-		-		-			-			-			3,047,782			3,047,782
Balance, December 31, 2024		117,000	$	117		1,000	$	1		3,100		3		17,000	$	17		1,952,054	$	97,603	$	(300,000	)	$	38,803,819		$	-		$	(24,146,956	)	$	14,454,604
Balance		117,000	$	117		1,000	$	1		3,100		3		17,000	$	17		1,952,054	$	97,603	$	(300,000	)	$	38,803,819		$	-		$	(24,146,956	)	$	14,454,604

The accompanying ~~consolidated~~notes ~~financial statements of the Company~~ are ~~prepared~~an inintegral ~~conformity~~part ~~with accounting principles generally accepted in the United States~~ of ~~America~~these ~~(“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These~~ consolidated financial statements ~~are presented in United States dollars~~.

~~Principles of Consolidation~~F-6

~~The accompanying consolidated financial statements~~INTERNATIONAL ~~include~~LAND ~~the accounts of the Company~~ALLIANCE, ~~its wholly owned subsidiaries, ILA Fund I, LLC (the “ILA Fund”), a company incorporated in the State of Wyoming and International Land Alliance, S~~INC.A. de C.V. (“ILA Mexico”), a company incorporated in Mexico, Emerald Grove Estates LLC, incorporated in the State of California, Oasis Park Resort, LLC, incorporated in the State of Wyoming, Plaza Bajamar, LLC, incorporated in the State of Wyoming, and Plaza Valle Divino, LLC, incorporated in the State of California.

~~ILA Fund includes cash as its only assets with minimal~~CONSOLIDATED ~~expenses~~STATEMENTS asOF ofCASH December 31, 2024. The sole purpose of this entity is strategic funding for the operations of the Company. ILA Mexico has lots held for sale for the Oasis Park Resort, no liabilities, and minimal expenses as of December 31, 2024. As of December 31, 2024, Emerald Grove Estates LLC, Plaza Bajamar LLC, and Plaza Valle Divino LLC have no operations. All intercompany balances and transactions are eliminated in consolidation.FLOWS

The Company’s consolidated subsidiaries were as follows as of December 31, 2024:

	December 31, 2025			December 31, 2024
	For the Years Ended,
	December 31, 2025			December 31, 2024
Cash Flows from Operating Activities
Net income (loss)	$	(14,298,184	)	$	3,047,782
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		3,702,669			908,037
Loss from extinguishment of debt		1,976,914			-
Fair value of commitment shares		82,740			-
Bad debt expense		241,962			-
Prior period adjustment		26,000			-
Non-cash interest expense		901,786			-
Depreciation expense		163,544			87,250
Excess fair value of derivative over carrying balance of debt		(228,477	)		-
Change in fair value derivative		2,800,243			(338,311	)
Amortization of debt discount		596,706			-
Changes in assets and liabilities
Accounts Receivable		730,241			387,452
Prepaid and other current assets		140,377			(238,702	)
Other non-current assets		96,697			(165,229	)
Accrued interest		358,556			722,577
Accounts payable and accrued liabilities		293,910			(290,337	)
Accounts payable and accrued liabilities-related party		1,837,568			(34,276	)
Deferred revenue		46,500			(4,521,222	)
Escrow deposit liability		(468,334	)		50,299
Net cash used in operating activities		(998,582	)		(384,680	)

Cash Flows from investing
Proceeds from disposal of fixed assets		-			-
Additions to long-term accounts receivable		(1,215,807	)		-
Additional expenditures on land		(1,886,131	)		(288,138	)
Additions to Construction in Progress on land not owned		-			(225,000	)
Net cash used in investing activities		(3,101,938	)		(513,138	)

Cash Flows from Financing Activities
Series D Preferred Stock dividends paid		(24,500	)		-
Series A Preferred Stock dividends paid		(107,554	)		-
Cash received for common stock payable		25,000			-
Dividends paid on Series C Preferred Stock		-			(91,677	)
Series C Preferred Stock issued for cash		250,000			-
Cash proceeds from promissory notes – related party		141,432			242,875
Cash payments on promissory notes		(19,230	)		(565,000	)
Cash proceeds from convertible notes		4,297,100			456,130
Cash payments on convertible notes		(329,414	)		-
Cash proceeds from promissory notes		100,000			75,000
Cash proceeds from other loans		1,497,217			666,363
Cash payments on other loans		(1,751,465	)		-
Net cash provided by financing activities		4,078,586			783,691

Net increase (decrease) in cash		(21,934	)		(114,127	)

Cash, beginning of year		26,120			140,247

Cash, end of year	$	4,186		$	26,120

Supplemental disclosure of cash flow information
Cash paid for interest	$	391,095		$	254,912

Non-Cash investing and financing transactions
Dividend on Series A	$	107,554		$	333,511
Dividend on Series D	$	24,500		$	-
Dividend on Series C	$	81,526		$	22,630
Conversion of Series C Preferred Stock to Common Stock	$	(305,574	)	$	-
Conversion of related party debt	$	-		$	-
Conversion of debt for common shares	$	3,488,336		$	49,126
Debt discount	$	-		$	169,498
Commitment shares issued with promissory notes	$	82,255		$	165,526

~~SCHEDULE~~The accompanying OFnotes ~~CONSOLIDATED~~are ~~SUBSIDIARIES~~an ~~AND~~integral ~~EQUITY~~part of these consolidated financial statements.

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

F-7

~~On January 1, 2023, the Company executed a securities~~INTERNATIONAL ~~purchase~~LAND ~~agreement pursuant to which the Company acquired all of the issued and outstanding units of Rancho Costa Verde Development~~ALLIANCE, ~~LLC~~INC. ~~for a total contractual consideration of $13,500,000, paid through a combination of a promissory note, common stock and common stock purchase warrants.~~

~~Reclassification~~Notes to the Consolidated Financial Statements

~~Certain~~For the ~~numbers~~Years ~~from~~Ended ~~2023~~December ~~have~~31, ~~been~~2025 ~~reclassified~~and ~~to conform with the current year presentation.~~2024

~~Investments~~NOTE 1 -– ~~Equity~~NATURE ~~Method~~OF OPERATIONS AND GOING CONCERN

~~The Company accounts for equity method investments~~Nature ~~at cost, adjusted for the Company’s share~~ of the investee’s earnings or losses, which are reflected in the consolidated statements of operations. The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. On January 3, 2023, the Company acquired a controlling financial interest in its previous equity method investment, which resulted in the consolidation pursuant to ASC 805 Business Combinations of such entity on the effective date.Operations

~~F-9~~International Land Alliance, Inc. (the “Company”) was incorporated under the laws of the State of Wyoming on September 26, 2013. The Company is a residential land development company with target properties located in the Baja California, Northern region of Mexico and Southern California. The Company’s principal activities are purchasing properties, obtaining zoning and other entitlements required to subdivide the properties into residential and commercial building plots, securing financing for the purchase of the plots, improving the properties infrastructure and amenities, and selling the plots to homebuyers, retirees, investors, and commercial developers.

~~Use~~In May 2021, the Company acquired a 25% investment in Rancho Costa Verde Development LLC (“RCVD”). RCVD is a 1,100-acre master planned second home, retirement home and vacation home real estate community located on the east coast of ~~Estimates~~Baja California. RCV is a self-sustained solar powered green community that takes advantage of the advances in solar and other green technology. On January 3, 2023, the Company completed the acquisition of the remaining 75% interest in RCVD for a contractual price of $13.5 million, paid through a combination of a promissory note, common stock and common stock purchase warrants. As a result of the transaction, RCVD became a wholly owned subsidiary of the Company. The transaction was accounted for as a business acquisition pursuant to ASC 805 Business Combinations.

~~The preparation of financial statements in conformity~~Going ~~with~~Concern ~~US. GAAP requires management to make estimates~~ and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management regularly evaluates estimates and assumptions related to the valuation of assets and liabilities. Management bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from management’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates include:liquidity

■The accompanying ~~Liability~~consolidated ~~for~~financial ~~legal~~statements ~~contingencies.~~have ■been ~~Useful~~prepared ~~lives~~in ofaccordance ~~building.~~with ■accounting ~~Assumptions~~principles ~~used~~generally accepted in ~~valuing~~the United ~~equity~~States ~~instruments.~~of ■America ~~Deferred~~on ~~income~~a ~~taxes~~going ~~and~~concern ~~related~~basis, ~~valuation~~which ~~allowance.~~contemplates ■the ~~Going~~realization ~~concern. ■ Assessment~~ of ~~long-lived~~assets ~~asset~~and ~~for~~the ~~impairment.~~satisfaction ■of ~~Significant~~liabilities ~~influence~~and commitments orin ~~control over~~ the ~~Company’s~~normal ~~equity-method~~course ~~investee.~~of ~~■ Revenue recognition~~business.

~~Segment~~Management evaluated ~~Reporting~~all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements were available to be issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues from its properties, raise capital or issue debt instruments. The Company has faced significant liquidity shortages as shown in the accompanying consolidated financial statements. As of December 31, 2025, the Company’s current liabilities exceeded its current assets by approximately $24.3 million. The Company has recorded a net loss of $14.3 million for the year ended December 31, 2025, and has an accumulated deficit of approximately $38.4 million as of December 31, 2025. Net cash used in operating activities for the year ended December 31, 2025, was approximately $1.0 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company ~~operates~~is ascurrently ~~one~~raising ~~reportable~~additional ~~segment~~capital ~~under ASC~~through ~~280,~~debt ~~Segment~~and ~~Reporting.~~equity ~~The~~financing ~~Chief~~in ~~Operating~~order ~~Decision~~to ~~Maker~~continue ~~(“CODM”) regularly reviews~~ the ~~financial~~funding ~~information~~ of ~~the~~its operations, ~~Company~~which atmay ahave ~~consolidated~~the ~~level~~effect inof ~~deciding~~diluting ~~how~~the toholdings ~~allocate~~of ~~resources~~existing ~~and in assessing performances~~shareholders.

~~Cash~~Management anticipates that the Company’s capital resources will significantly improve if its plots of land gain wider market recognition and ~~Cash~~acceptance ~~Equivalents~~resulting in increased plot sales and house construction. If the Company is not successful with its marketing efforts to increase sales, the Company will continue to experience a shortfall in cash, and it will be necessary to obtain funds through equity or debt financing in sufficient amounts or to further reduce its operating expenses in a manner to avoid the need to curtail its future operations subsequent to December 31, 2025. The direct impact of these conditions is not fully known.

~~The~~However, there can be no assurance that the Company ~~considers~~would ~~all~~be ~~highly~~able ~~liquid~~to ~~instruments~~secure additional funds if needed and that if such funds were available on ~~with~~commercially areasonable ~~maturity~~terms ofor ~~three~~in ~~months~~the necessary amounts, and whether the terms or ~~less~~conditions atwould be acceptable to the ~~time~~Company. ofIn such ~~issuance~~case, the reduction in operating expenses might need to be ~~cash~~substantial ~~equivalents.~~in ~~The~~order ~~Company~~for ~~did~~the ~~not~~Company ~~have~~to ~~any~~generate positive cash ~~equivalents~~flow to assustain ofthe ~~December~~operations ~~31,~~of ~~2024,~~the ~~and 2023~~Company.

~~Fair value of Financial Instruments and Fair Value Measurements~~F-8

~~Accounting Standards Codification (“ASC”)~~NOTE ~~820~~2 ~~Fair~~– ~~Value~~SUMMARY ~~Measurements~~OF ~~and~~SIGNIFICANT ~~Disclosures,~~ACCOUNTING 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:POLICIES

~~Level 1: uses quoted market prices~~Basis inof ~~active markets for identical assets or liabilities.~~Presentation

~~Level~~The consolidated 2:financial ~~uses~~statements ~~observable~~of ~~market-based~~the Company are prepared in conformity with accounting principles generally accepted in the United ~~inputs~~States orof ~~unobservable~~America ~~inputs~~(“U.S. ~~that~~GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These consolidated financial statements are ~~corroborated~~presented byin ~~market~~United ~~data~~States dollars.

~~Level 3: uses unobservable inputs~~Principles ~~that~~of ~~are not corroborated by market data.~~Consolidation

AsThe accompanying ~~defined~~consolidated byfinancial ~~ASC~~statements ~~820,~~include the ~~fair~~accounts ~~value~~ of athe ~~financial instrument~~Company, isits ~~the~~wholly ~~amount~~owned atsubsidiaries, ~~which~~ILA Fund I, LLC (the “ILA ~~instrument~~Fund”), ~~could~~a becompany ~~exchanged~~incorporated in athe ~~current~~State ~~transaction~~of ~~between~~Wyoming ~~willing~~and ~~parties~~International Land Alliance, ~~other~~S.A. ~~than~~de inC.V. a(“ILA Mexico”), ~~forced~~a orcompany ~~liquidation~~incorporated ~~sale~~in Mexico, ~~which~~Emerald ~~was~~Grove ~~further~~Estates ~~clarified~~LLC, asincorporated in the ~~price~~State ~~that~~of ~~would~~California, beOasis ~~received~~Park toResort, ~~sell~~LLC, anincorporated in ~~asset~~the orState ~~paid~~of toWyoming, ~~transfer~~Plaza aBajamar, ~~liability (“an~~LLC, ~~exit~~incorporated ~~price”)~~ in anthe ~~orderly~~State ~~transaction~~of ~~between~~Wyoming, ~~market~~and ~~participants~~Plaza atValle Divino, LLC, incorporated in the ~~measurement~~State of ~~date~~California.

~~The~~ILA Fund ~~reported~~includes ~~fair~~cash ~~values~~as ~~for~~its ~~financial~~only ~~instruments that~~assets ~~use~~with ~~Level~~minimal 2expenses ~~and~~as ~~Level~~of 3December ~~inputs~~31, to2025. ~~determine~~The ~~fair~~sole ~~value~~purpose ~~are~~of ~~based~~this onentity ais ~~variety~~strategic offunding for ~~factors~~the ~~and~~operations ~~assumptions.~~of ~~Accordingly,~~the ~~certain~~Company. ~~fair values~~ILA ~~may~~Mexico ~~not~~has ~~represent~~lots ~~actual~~held ~~values~~for ofsale for the ~~Company’s~~Oasis ~~financial~~Park ~~instruments~~Resort, ~~that~~no ~~could~~liabilities, ~~have~~and ~~been~~minimal ~~realized~~ expenses as of ~~any~~December ~~balance~~31, ~~sheet dates~~2025. ~~presented~~As orof ~~that~~December ~~will~~31, be2025, ~~recognized~~Emerald inGrove ~~the~~Estates ~~future~~LLC, Plaza Bajamar LLC, and doPlaza ~~not~~Valle ~~include~~Divino ~~expenses~~LLC ~~that~~have ~~could~~no beoperations. All ~~incurred~~intercompany inbalances anand ~~actual~~transactions ~~settlement~~are eliminated in consolidation.

The ~~carrying amounts of the~~ Company’s ~~financial assets~~consolidated ~~and~~subsidiaries ~~liabilities,~~were ~~such~~ as ~~cash,~~follows ~~accounts~~as ~~receivable, prepaid, and other current assets, accounts payable and accrued liabilities, contracts liability, deposits, promissory notes, net~~ of ~~debt~~December ~~discounts and promissory notes related party~~31, deferred revenue, and other loans, approximate fair value due to their relatively short maturities. Equity-method investment is recorded at cost, which approximates its fair value since the consideration transferred includes cash and a non-monetary transaction, in the form of the Company’s common stock, which was valued based on a combination of a market and asset approach.2025:

~~F-10~~SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND EQUITY

The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black-Scholes option valuation model was used to determine the fair value. The Company records derivative liability on the consolidated balance sheets at fair value with changes in fair value recorded in the consolidated statements of operation.

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

~~The~~On January ~~following~~1, ~~table~~2023, ~~presents~~the ~~balances~~Company executed a securities purchase agreement pursuant to which the Company acquired all of the ~~liabilities~~issued and outstanding ~~with~~units ~~significant~~of ~~unobservable~~Rancho ~~inputs~~Costa ~~(Level~~Verde 3)Development, asLLC. for a total contractual consideration of ~~December~~$13,500,000, 31paid through a combination of a promissory note, ~~2024:~~common stock and common stock purchase warrants.

~~SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS~~Reclassification

	Fair Value Measurements at December 31, 2024 Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Derivative liability	$	-	$	-	$	161,136	$	161,136
Total	$	-	$	-	$	161,136	$	161,136

Certain numbers from 2024 have been reclassified to conform with the current year presentation.

~~The following table presents~~Investments ~~changes~~- ofEquity ~~the liabilities with significant unobservable inputs (Level 3) for the year ended December 31, 2024:~~Method

~~SCHEDULE~~The OFCompany ~~CHANGES~~accounts INfor ~~LIABILITIES~~equity ~~WITH~~method ~~SIGNIFICANT~~investments ~~UNOBSERVABLE~~at ~~INPUTS~~cost, adjusted for the Company’s share of the investee’s earnings or losses, which are reflected in the consolidated statements of operations. The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. On January 3, 2023, the Company acquired a controlling financial interest in its previous equity method investment, which resulted in the consolidation pursuant to ASC 805 Business Combinations of such entity on the effective date.

	Derivative
	Liability
Balance December 31, 2023	$	781,924
Change in estimated fair value		(338,311	)
Settlement of derivative liability		(282,477	)
Balance December 31, 2024	$	161,136

F-9

~~Derivative~~Use of ~~Liability~~Estimates

AsThe preparation of ~~December~~financial ~~31,~~statements ~~2024,~~in ~~the~~conformity ~~Company~~with ~~has~~US. ~~variable~~GAAP requires management to make estimates and assumptions that affect the ~~rate~~reported ~~convertible~~amounts ~~promissory~~of ~~notes,~~assets ~~which~~and ~~contained~~liabilities ~~variable~~and ~~conversion~~disclosure ~~rates~~of ~~based~~contingent onassets ~~unknown~~and ~~future~~liabilities ~~prices~~at the date of the ~~Company’s~~financial ~~common~~statements ~~stock~~and the reported amounts of revenues and expenses during the reporting period. ~~This~~Management ~~resulted~~regularly inevaluates estimates and assumptions related to the ~~recognition~~valuation of aassets ~~derivative~~and ~~liability~~liabilities. asManagement ~~the~~bases ~~conversion~~its ~~feature~~estimates ~~failed~~and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the ~~scope~~circumstances, ~~exception~~the results of which form the basis for ~~derivative~~making judgments ~~accounting~~about ~~due~~the tocarrying values of assets and liabilities and the ~~variability~~accrual of ~~its~~costs ~~conversion~~and ~~price.~~expenses that are not readily apparent from other sources. The ~~Company~~actual ~~measures~~results experienced by the ~~derivative~~Company ~~liability~~may ~~using~~differ materially and adversely from management’s estimates. To the ~~Black-Scholes~~extent ~~option~~there ~~valuation~~are ~~model~~material ~~using~~differences between the ~~following~~estimates ~~assumptions~~and the actual results, future results of operations will be affected. Significant estimates include:

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

	For Years Ending December 31,
	2024		2023
Expected term		1 month – 1 year		1 month – 1 year
Exercise price		0.02 - $0.11		0.03 - $0.13
Expected volatility		126% - 174%		176% - 232%
Expected dividends		None		None
Risk-free interest rate		5.25% - 6.35%		5.03% - 5.55%
Forfeitures		None		None

Segment Reporting

~~F-11~~The Company operates as one reportable segment under ASC 280, Segment Reporting. The Chief Operating Decision Maker (“CODM”) regularly reviews the financial information of the Company at a consolidated level in deciding how to allocate resources and in assessing performances.

~~The assumptions used in determining fair value represent~~Cash ~~management’s best estimates, but these estimates involve inherent uncertainties~~ and ~~the~~Cash application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment, or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future.Equivalents

The Company ~~computes~~considers ~~the~~all ~~fair~~highly ~~value~~liquid ofinstruments ~~the~~with ~~derivative liability~~a atmaturity ~~each~~of ~~reporting~~three ~~period~~months ~~and~~or ~~the~~less ~~change~~at in the ~~fair~~time ~~value~~of isissuance ~~recorded~~to asbe ~~non-~~cash ~~expense or non-cash income~~equivalents. The ~~key component in the value of the derivative liability is the~~ Company’s ~~stock~~did ~~price, which is subject to significant fluctuation and is~~ not ~~under its~~have ~~control,~~any ~~and~~cash ~~the~~equivalents ~~assessment~~as of ~~volatility.~~December ~~The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s variable convertible notes~~31, ~~which the convertible feature is associated with~~2025, ~~are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases~~ and ~~non-cash income when its stock price decreases~~2024.

~~Cost~~Fair value ~~Capitalization~~of Financial Instruments and Fair Value Measurements

~~The~~Accounting Standards ~~cost~~Codification of(“ASC”) ~~buildings~~820 Fair Value Measurements and ~~improvements~~Disclosures, ~~includes~~requires ~~the purchase~~an ~~price~~entity ofto maximize the ~~property,~~use of ~~legal~~observable ~~fees,~~inputs and ~~other~~minimize ~~acquisition~~the ~~costs.~~use ~~Costs~~of ~~directly~~unobservable ~~related~~inputs towhen ~~planning,~~measuring ~~developing,~~fair ~~initial~~value. ~~leasing and~~ASC ~~constructing~~820 establishes a ~~property~~fair ~~are~~value ~~capitalized~~hierarchy based ~~and~~on ~~classified~~the aslevel ~~Buildings~~of inindependent, objective evidence surrounding the ~~consolidated~~inputs ~~balance~~used ~~sheets.~~to ~~Capitalized~~measure ~~development~~fair ~~costs include~~value. ~~interest,~~A ~~property~~financial ~~taxes,~~instrument’s categorization ~~insurance,~~within ~~and~~the ~~other~~fair ~~direct~~value ~~project~~hierarchy ~~costs~~is ~~incurred~~based ~~during~~upon the ~~period~~lowest level of ~~development~~input ~~are~~that ~~also~~is ~~capitalized~~significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

ALevel 1: ~~variety~~uses ofquoted ~~costs~~market ~~are~~prices ~~incurred~~ in ~~the~~active ~~acquisition, development,~~markets 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~~identical orassets 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~~liabilities.

~~Land~~Level 2: ~~Held~~uses ~~for~~observable ~~Sale~~market-based inputs or unobservable inputs that are corroborated by market data.

~~The Company considers properties to be assets held~~Level ~~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~~uses ~~property~~unobservable isinputs ~~actively being marketed for sale at a price~~ that isare ~~reasonable~~not ~~given~~corroborated ~~our~~by ~~estimate of current~~ market ~~value~~data. ~~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~~As defined ~~and~~by ~~Buildings~~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.

~~Land~~The reported fair values for financial instruments that use Level 2 and ~~buildings~~Level ~~are~~3 ~~stated~~inputs atto ~~cost.~~determine ~~Depreciation is~~fair ~~provided~~value byare ~~the~~based ~~use~~on ofa ~~the~~variety ~~straight-line~~of factors and ~~accelerated~~assumptions. ~~methods~~Accordingly, ~~for~~certain ~~financial~~fair ~~and~~values ~~tax~~may ~~reporting~~not ~~purposes,~~represent ~~respectively,~~actual ~~over~~values of the ~~estimated~~Company’s financial instruments ~~useful~~that ~~lives~~could have been realized as of ~~the~~any ~~assets.~~balance ~~Buildings~~sheet ~~have~~dates anpresented ~~estimated~~or ~~useful~~that ~~life~~will ofbe 20recognized ~~years.~~in ~~Land~~the isfuture, anand ~~indefinite~~do ~~live~~not ~~asset~~include expenses that iscould ~~stated~~be atincurred ~~cost at~~in ~~date~~an ofactual ~~acquisition~~settlement.

~~Construction~~The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid, and other current assets, accounts payable and accrued liabilities, contracts liability, deposits, promissory notes, net of debt discounts and promissory notes related party, deferred revenue, and other loans, approximate fair value due to their relatively short maturities. Equity-method investment is recorded at cost, which approximates its fair value since the consideration transferred includes cash and a non-monetary transaction, in ~~progress~~the ~~(“CIP”)~~form of the Company’s common stock, which was valued based on a combination of a market and asset approach.

A CIP asset reflects the cost of construction work undertaken, but not yet completed on land not currently owned by the Company. For construction in progress assets, no depreciation is recorded until the asset is placed in service. When construction is completed, the assets should be reclassified as building, building improvement, infrastructure or land improvement and should be capitalized and depreciated. The land is currently owned by companies controlled by our chairman of the board.F-10

FThe fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black-12Scholes option valuation model was used to determine the fair value. The Company records derivative liability on the consolidated balance sheets at fair value with changes in fair value recorded in the consolidated statements of operation.

~~Fixed~~The following ~~Assets~~table presents balances of the liabilities with significant unobservable inputs (Level 3) as of December 31, 2025:

~~Fixed~~ SCHEDULE ~~assets~~OF ~~are~~LIABILITIES ~~stated~~WITH atSIGNIFICANT ~~cost,~~UNOBSERVABLE ~~less accumulated depreciation, and amortization. Depreciation is computed using the double declining balance method over the estimated useful lives of the respective assets:~~INPUTS

SCHEDULE OF ESTIMATED USEFUL LIVES OF FIXED ASSETS

	Fair Value Measurements at December 31, 2025, Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Derivative liability	$	-	$	-	$	2,961,379	$	2,961,379
Total	$	-	$	-	$	2,961,379	$	2,961,379

Classification	Life
Buildings		20 years
Furniture and equipment		5 years

The following table presents changes of the liabilities with significant unobservable inputs (Level 3) for the year ended December 31, 2025:

~~Revenue~~ SCHEDULE ~~Recognition~~OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS

The Company determines revenue recognition pursuant to Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, through the following steps:

	Derivative
	Liability
Balance December 31, 2024	$	161,136

Change in estimated fair value		2,800,243
Settlement of derivative liability		-
Balance December 31, 2025	$	2,961,379

■ Identification of the contract, or contracts, with a customer. ■ Identification of the performance obligations in the agreement(s) for the sale of plots or house construction. ■ Determination of the transaction price. ■ Allocation of the transaction price to the performance obligation(s) in the contract. ■ Recognition of revenue when, or as the Company satisfies a performance obligation.Derivative Liability

~~Revenue~~As of isDecember ~~measured~~31, ~~based~~2025, ~~on considerations specified in~~ the ~~agreements~~Company ~~with~~has ~~our~~variable ~~customers.~~rate Aconvertible ~~contract~~promissory ~~exists~~notes, ~~when~~which itcontained ~~becomes~~variable aconversion ~~legally~~rates ~~enforceable agreement with a customer. The contract is~~ based on unknown ~~either~~future ~~the~~prices ~~acceptance~~ of ~~standard~~the ~~terms~~Company’s ~~and~~common ~~conditions~~stock. asThis ~~stated~~resulted in ~~our~~the ~~agreement~~recognition of ~~plot~~

Filing Compare · International Land Alliance Inc.