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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, ~~2023~~2024

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

For the transition period from _____________ to ____________

Commission file number 000-56111

INTERNATIONAL LAND ALLIANCE, INC.

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

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

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

(Address of principal executive offices) (Zip Code)

(877) 661-4811

(Issuer’s telephone number)

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

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

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

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

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

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

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

In addition, the registrant should have filed its unaudited quarterly financial statements on Form 10-Q for the three and nine months ended September 30, 2023 by November 20, 2023, inclusive of the five day extension.

In addition, the registrant should have filed its unaudited quarterly financial statements on Form 10-Q for the three months ended March 31, 2024 by May 20, 2024, inclusive of the five day extension.

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

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

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

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

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

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

Yes ☐ No ☒

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $514,~~766~~394,~~301~~ 702 based upon the price $0.~~067~~16 at which the common stock was last sold as of ~~June~~May 2721, ~~2024~~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 ~~June~~May 2721, ~~2024~~2025 there were 86104,~~064~~470,~~195~~465 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	1819
Item 2.	Properties	1819
Item 3.	Legal Proceedings	1819
Item 4.	Mine Safety Disclosures	1819
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1920
Item 6.	Selected Financial Data	2122
Item 7.	Management’s Discussion and Analysis Of Financial Condition and Results of Operation	2223
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	2627
Item 8.	Financial Statements and Supplementary Data	2627
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	2728
Item 9A.	Controls and Procedures	2728
Item 9B.	Other Information	2829
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2829
Item 11.	Executive Compensation	3132
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3334
Item 13.	Certain Relationships and Related Transactions, and Director independence	3435
Item 14.	Principal Accountant Fees and Services	3435
PART IV
Item 15.	Exhibits; Financial Statement Schedules	3435
SIGNATURES		3536

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 3,750,000 shares of our common stock to each Roberto Jesus Valdez, and Jason Sunstein and 1,000,000 shares of our common stock to Elizabeth Roemer in exchange for all of the outstanding shares of ILA Mexico. As a result of this transaction, ILA Mexico became our wholly owned subsidiary.

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

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

In October 2019, the Company entered into an agreement with Valdeland, S.A. de C.V.(“Valdeland”), a Mexican corporation controlled by our ~~CEO~~chairman of the board, Roberto Valdes, to acquire 1 acre of land at the Bajamar Ocean Front Golf Resort in Ensenada, Baja California, known as the Plaza Bajamar. The transfer of title for this project is subject to approval from the Mexican government in Baja California. Although management believes that the transfer of title to the land will be approved and transferred by the end of our fiscal year of ~~2023~~2025, there is no assurance that such transfer of title will be approved in that time frame or at all.

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

On 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. ~~Subsequent~~On toJanuary ~~December 31~~3, ~~2022~~2023, the Company acquired the remaining 75% for a total contractual consideration of $13.5 million (see subsequent events in note 13).

Industry Overview

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

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

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

Market Opportunity

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

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

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

Target Market

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

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

Growth Strategy

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

●	better knowledge of local demand;
●	superior understanding of the entitlement and acquisition process;
●	affordable high-quality homes and aggressive marketing;
●	long term relationships with local regulatory authorities, landowners, designers, and contractors; and
●	faster and less cumbersome financing processes.

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

Competition

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

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

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

Intellectual Property

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

Marketing ~~research~~ Research

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

Government Regulation

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

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

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

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

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

Properties

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

Employees

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

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

Item 1A. Risk Factors.

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

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

RISKS RELATED TO OUR BUSINESS AND OPERATIONS

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

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

The Company has an accumulated deficit of $2724.21 million as of December 31, ~~2023, and never operated at a profit and our loss for the year ended December 31, 2023, was $2~~2024.1 ~~million.~~ This ~~loss and~~ deficit may impact the future of the Company in many ways including, but not limited to, making it more difficult to borrow money, sell stock or to maintain a good trading price for our common stock.

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

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

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

Our capital requirements in connection with our development activities of our residential property’s operations have been and will continue to be significant. As of December 31, ~~2023~~2024, we do expect to require additional funding for more than one year in order to continue development. construction of houses, infrastructure and marketing activities associated with our properties. However, there can be no assurances that we will not need additional funding in the future or that our current cash position will be sufficient to fund any future plans to accelerate our commercialization efforts. In the event additional funding is necessary, there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.

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

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

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

Our lack of operations makes evaluating our business difficult.

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

To be profitable, we must:

●	develop and identify new prospective purchasers of our real estate
●	compete with larger, more established competitors in the real estate development industry;
●	maintain and enhance our brand recognition; and
●	adapt to meet changes in our markets and competitive developments.

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

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

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

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

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

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

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

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

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

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

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

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

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

●	development projects in which we have invested may be abandoned and the related investment will be impaired;
●	we may not be able to obtain, or may experience delays in obtaining, all necessary zoning, land-use, building, occupancy and other governmental permits and authorizations;
●	we may not be able to obtain land on which to develop;
●	we may not be able to obtain financing for development projects, or obtain financing on favorable terms;
●	construction costs of a project may exceed the original estimates or construction may not be concluded on schedule, making the project less profitable than originally estimated or not profitable at all (including the possibility of contract default, the effects of local weather conditions, the possibility of local or national strikes and the possibility of shortages in materials, building supplies or energy and fuel for equipment);
●	upon completion of construction, we may not be able to obtain, or obtain on advantageous terms, permanent financing for activities that we financed through construction loans; and
●	we may not achieve sufficient occupancy levels and/or obtain sufficient rents to ensure the profitability of a completed project.

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

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

Investment in real estate involves a high degree of business and financial risk, which can result in substantial losses and accordingly should be considered speculative. The market for property in Mexico and the United States tends to be cyclical, with periods in which the prices of properties rise and fall. Prices have fallen in the past and have done so for a significant period of time. Any downturn in the real estate market in the U.S. or Mexico may have a negative effect on our operations and reduce any return generated upon the sale of our property. ~~Many real estate costs are fixed and must be paid even if the property is not generating revenue which could increase your risk of loss of your investment.~~

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

~~Because there~~Our isfinancial noresults ~~liquid~~depend ~~market~~primarily ~~for~~on ~~our~~being able to add value and then sell properties to others on favorable terms. Many costs associated with real estate investment, wesuch ~~may~~as bedebt ~~unable~~service, real toestate ~~sell~~taxes and maintenance costs, generally are not reduced even when a property ~~when~~is itnot ~~planned~~fully toimproved or used. Thus, even a small increase in the time to which ~~could~~a real estate property can be sold can result in a significant increase ~~your~~in ~~risk of~~the ~~loss~~carry costs of ~~your~~the ~~investment~~property. New properties that we may acquire may not produce any significant revenue immediately, and the cash flow from existing operations may be insufficient to pay the operating expenses and debt service associated with that property until the property is sold.

~~Liquidity relates~~Because tothere ~~our~~is ~~ability~~no toliquid ~~sell~~market afor ~~property~~our ~~in a timely manner at a price that reflects the fair value of that property. The illiquidity~~properties, ofwe ~~properties~~ may ~~adversely~~be ~~affect~~unable ~~our ability~~ to ~~dispose~~sell ~~of such properties in~~ a ~~timely~~property ~~manner and at a fair price at times~~ when ~~we deem~~ it ~~necessary~~planned or advantageous. The timing and likelihood of liquidation events is uncertain and unpredictable and affected by general economic and property-specific conditions. There may not be a market, or the market may be very limited, for the real estate that we will try to ~~sell~~, ~~even~~which ~~though~~could weincrease ~~will~~your ~~make~~risk ~~appropriate efforts to cover the available market. Investments in real properties are generally not liquid. We may not be able to dispose~~ of ~~future~~loss ~~properties within its anticipated time schedule and the sales~~ of ~~such~~your ~~properties may not be made at the prices projected by us~~investment.

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

~~Governmental zoning~~We ~~and~~are ~~land~~subject use regulations may exist or be promulgated that could have the effect of restricting or curtailing certain uses of our real estate. Such regulations could adversely affect the value of any of our properties affected by such regulations. In recent years real estate values have also sometimes been adversely affected by the presence of hazardous substances or toxic waste on, under or in the environs of the property. A substance (or the amount of a substance) may be considered safe at the time the property is purchased but later classified by law as hazardous. Owners of properties have been liable for substantial expenses to ~~remedy~~zoning ~~chemical contamination of soil~~ and ~~groundwater~~environmental ~~at their properties even if the contamination predated their ownership. Although we intend to exercise reasonable~~controls ~~efforts to assure~~ that nomay ~~properties~~restrict ~~are acquired that give rise to such liabilities, chemical contamination cannot always be detected through readily available means, and~~ the ~~possibility~~use of ~~such~~our ~~liability cannot be excluded~~property.

11Governmental zoning and land use regulations may exist or be promulgated that could have the effect of restricting or curtailing certain uses of our real estate. Such regulations could adversely affect the value of any of our properties affected by such regulations. In recent years real estate values have also sometimes been adversely affected by the presence of hazardous substances or toxic waste on, under or in the environs of the property. A substance (or the amount of a substance) may be considered safe at the time the property is purchased but later classified by law as hazardous. Owners of properties have been liable for substantial expenses to remedy chemical contamination of soil and groundwater at their properties even if the contamination predated their ownership. Although we intend to exercise reasonable efforts to assure that no properties are acquired that give rise to such liabilities, chemical contamination cannot always be detected through readily available means, and the possibility of such liability cannot be excluded.

Under various foreign, federal, state and local laws, ordinances and regulations, we may be required to investigate and clean up certain hazardous or toxic substances released on or in properties we own or operate, and also may be required to pay other costs relating to hazardous or toxic substances. This liability may be imposed without regard to whether we knew about the release of these types of substances or were responsible for their release. The presence of contamination or the failure to remediate property’ contaminations at any of our properties may adversely affect our ability to sell or lease the properties or to borrow using the properties as collateral. The costs or liabilities could exceed the value of the affected real estate. We have not been notified by any governmental authority, however, of any non-compliance, liability or other claim in connection with any of our properties, and we are not aware of any other environmental condition with respect to any of our properties that management believes would have a material adverse effect on our business, assets or results of operations taken as a whole.11

~~Although~~Under various foreign, federal, state and local laws, ordinances and regulations, we ~~will~~may ~~attempt~~be required to ~~determine~~investigate ~~the~~and ~~environmental~~clean ~~condition~~up ofcertain ~~each~~hazardous ~~property~~or astoxic ~~part~~substances ofreleased ~~our~~on ~~due~~or ~~diligence,~~in properties we ~~cannot~~own or operate, and also may be ~~certain~~required ~~that~~to ~~this~~pay other costs relating to hazardous or toxic substances. This liability may be imposed ~~investigation~~without ~~will~~regard ~~reveal~~to ~~all~~whether ~~conditions~~we ~~that~~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 ~~impose~~adversely anaffect ~~obligation~~our onability usto sell or lease the properties or to ~~mitigate~~borrow using the ~~environmental~~properties ~~condition~~as collateral. IfThe wecosts ~~were~~or ~~subject~~liabilities could exceed the value of the affected toreal ~~environmental~~estate. ~~liability~~We have not been notified by any governmental authority, ~~which~~however, ~~could~~of beany ~~imposed~~non-compliance, ~~based~~liability onor other claim in connection with any of our ~~ownership~~properties, and we are not aware of ~~its~~any ~~property;~~other ~~such~~environmental ~~liability~~condition ~~could~~with ~~adversely~~respect ~~affect~~to ~~the~~any of our properties that management ~~value~~believes would have a material adverse effect on our business, assets or results of ~~your~~operations ~~investment~~taken as a whole.

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

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

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

~~The economic~~We ~~performance~~cannot ~~and~~control ~~value~~certain ~~of our real estate assets will be subject to the risks described below that are normally associated with changes in national, regional, and local political, economic and market conditions. These~~ factors ~~may~~affecting ~~adversely affect~~ the ~~ability of our customers to buy our real estate. Other local economic conditions that may affect the~~ performance and value ~~of the properties include~~ ~~the local economy~~ of a ~~given real estate project; competition for buyers, including competition based on attractiveness and location of the~~ property~~; and the quality of amenities a project has to offer. In addition~~, ~~other~~which ~~factors~~ may ~~affect~~cause the ~~performance and~~ value of ~~a property adversely, including changes in laws and governmental regulations (including those governing usage, zoning and taxes), changes in interest rates (including the risk~~ that ~~increased interest rates may result in a decline in the liquidity of our properties), declines in housing or commercial~~ property ~~purchases~~ and ~~the~~your ~~availability~~investment ofto ~~financing~~decline. ~~Adverse changes in any of these factors, each of which is beyond our control, could reduce the cash flow that we receive from our properties, and adversely affect the value of your investment.~~

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

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

12The Company carries secured and unsecured promissory notes. Debt financing carries many risks, including refinancing difficulties, loss of mortgaged properties, reduced ability to obtain new financing and increases in interest. We may choose to use debt financing in connection with future properties. If we cannot meet our secured debt obligations, the lender could take the collateral and we would lose both the secured property and the income, if any, it produces. Foreclosure on mortgaged properties or an inability to refinance existing indebtedness would likely have a negative impact on our financial condition and results of operations. We could have to pay substantial legal costs in connection with foreclosure of a property, and thus be subject to a deficiency judgment if the foreclosure sale amount is insufficient to satisfy the mortgage.

~~Rising interest rates could adversely affect our interest expense and cash flow and reduce the value of your investment.~~12

~~We may~~Rising ~~borrow money at variable~~ interest rates incould ~~the~~adversely ~~future to finance operations. Increases in interest rates would increase~~ affect our interest expense onand ~~our variable rate debt, which would adversely affect~~ cash flow and ~~our~~reduce ~~ability~~the tovalue ~~service~~of ~~our~~your ~~debt and make distributions to us~~investment.

~~Our lack~~We ofmay anborrow ~~established~~money ~~brand~~at ~~name~~variable ~~and~~interest ~~relative~~rates ~~lack~~in the offuture ~~resources~~to ~~could~~finance ~~negatively~~operations. ~~impact~~Increases ~~our~~in ~~ability~~interest torates ~~effectively~~would ~~compete~~increase inour ~~the~~interest ~~real estate~~expense ~~market~~on our variable rate debt, which ~~could~~would adversely ~~reduce~~affect ~~the~~cash ~~value~~flow ofand ~~your~~our ~~investment~~ability to service our debt and make distributions to us.

~~We do~~Our ~~not~~lack ~~have~~of an established brand name orand ~~reputation in the real estate business. We also have a~~ relative lack of resources tocould ~~conduct our~~negatively ~~business~~impact ~~operations.~~our ~~Thus,~~ability weto ~~may have difficulty~~ effectively ~~competing~~compete ~~with~~in ~~companies~~the ~~that~~real ~~have~~estate ~~greater name recognition and resources than we do. Presently~~market, wewhich ~~have~~could noreduce ~~patents,~~the ~~copyrights,~~value ~~trademarks and/or service marks that would protect our brand name or our proprietary~~of ~~information,~~your ~~nor do we have any current plans to file applications for such rights~~investment. ~~Our inability to promote and/or protect our brand name may have an adverse effect on our ability to compete effectively in the real estate market.~~

We do not have an established brand name or reputation ~~may~~in ~~make~~the ~~changes~~real estate business. We also have a relative lack of resources to conduct our business operations. Thus, ~~investment~~we may have difficulty effectively competing with companies that have greater name recognition and resources than we do. Presently, ~~leverage~~we have no patents, copyrights, trademarks and/or ~~financing~~service ~~strategies~~marks ~~without~~that ~~stockholder~~would ~~consent~~protect our brand name or our proprietary information, ~~which~~nor ~~could~~do ~~reduce~~we ~~the~~have ~~value~~any current plans to offile ~~your~~applications ~~investment~~for such rights. Our inability to promote and/or protect our brand name may have an adverse effect on our ability to compete effectively in the real estate market.

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

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

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

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

~~We have~~Our ~~procured~~future aresults ~~$2,000,000 general liability insurance policy for our business. In addition, we procured a $1,000,000 Executive~~ and ~~Corporate Securities~~reputation ~~Liability~~may ~~policy~~be ~~(“D&O”).~~affected Toby ~~the~~litigation ~~extent that we suffer a loss of a type which would exceed our limit, we could~~or ~~incur~~other ~~significant~~liability ~~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.~~

13We have procured a $2,000,000 general liability insurance policy for our business. In addition, we procured a $1,000,000 Executive and Corporate Securities Liability policy (“D&O”). To the extent that we suffer a loss of a type which would exceed our limit, we could incur significant expenses in defending any action against us and in paying any claims that result from a settlement or judgment against us. Adverse publicity could result in a loss of consumer confidence in our business or our securities.

~~We may be subject to regulatory inquiries, claims, suits prosecutions which may impact our profitability.~~13

~~Any failure~~We ~~or perceived failure by us to comply with applicable laws and regulations~~ may be 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 onwhich ~~commercially reasonable terms or at all. Responding to, defending and/or settling regulatory inquiries, claims, suits, and prosecutions~~ may beimpact ~~time-consuming and divert management and financial resources or have other adverse effects on~~ our ~~business~~profitability. 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.

WeAny failure or perceived failure by us to comply with ~~are~~applicable ~~vulnerable~~laws and regulations may subject us to ~~concentration~~regulatory ~~risks~~inquiries, ~~because~~claims, suits and prosecutions. We can give no assurance that we ~~intend~~will prevail in such regulatory inquiries, claims, suits, and prosecutions on commercially reasonable terms or at all. Responding to, defending ~~focus~~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 ~~the~~our ~~residential~~business. ~~rather~~A ~~than~~negative ~~commercial~~outcome ~~market~~in any of these proceedings may result in changes to or discontinuance of some of our services, potential liabilities or additional costs that could have a material adverse effect on our business, results of operations, financial condition, and future prospects.

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

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

~~General economic~~RISKS ~~conditions~~RELATED inTO ~~Mexico~~OUR ~~may~~MEXICAN ~~have an adverse effect on our operations and reduce our revenues.~~OPERATIONS

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

~~The value~~General ofeconomic conditions in Mexico have an impact on our ~~securities~~business ~~may~~and befinancial ~~affected~~results, bysuch ~~the~~as ~~foreign~~inflation, ~~exchange~~weakening ~~rate~~of ~~between~~the ~~U.S.~~US dollars ~~and~~versus the ~~currency~~Mexican ofPeso and tax fluctuations in Mexico. The global economy in general and in Mexico remains uncertain. Weak economic conditions could result in lower demand for our properties, resulting in lower sales, earnings, and cash flows.

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

WeThe value of our common stock may be affected by the ~~are~~foreign ~~subject~~exchange torate ~~anti-corruption~~between ~~laws~~U.S. indollars and the ~~jurisdictions~~currency of Mexico, and between those currencies and other currencies in which weour revenues, ~~operate~~expenses, ~~including~~assets, and liabilities may be denominated. For example, to the extent that we need to convert U.S. ~~Foreign~~dollars ~~Corrupt~~into ~~Practices~~the currency ~~Act~~of (Mexico for our operational needs, should the ~~“FCPA”)~~currency of Mexico appreciate against the U.S. dollar at that time, our financial asposition, ~~well~~the asbusiness ~~trade~~of ~~compliance~~the Company, and ~~economic~~the ~~sanctions~~price ~~laws~~of ~~and~~our ~~regulations~~common stock may be harmed. ~~Our~~Conversely, ~~failure~~if we decide to ~~comply~~convert ~~with~~the ~~these~~currency of ~~laws~~Mexico ~~and~~into ~~regulations~~U.S. ~~could subject~~dollars usfor tothe ~~civil~~purpose ~~and~~of ~~criminal~~declaring ~~penalties,~~dividends ~~harm~~on our ~~reputation~~common stock or for other business purposes and ~~materially~~the ~~adversely~~U.S. ~~affect~~dollar appreciates ~~our~~against ~~business~~the currency of Mexico, ~~financial~~the ~~condition~~U.S. ~~and results~~dollar equivalent of ~~operations~~our earnings from our subsidiaries in Mexico would be reduced.

~~Doing business~~We inare ~~Mexico~~subject ~~requires us~~ to ~~comply~~anti-corruption ~~with the~~ laws ~~and~~in ~~regulations of numerous~~ the jurisdictions. ~~These~~in ~~laws~~which ~~and regulations place restrictions on our operations and business practices. In particular,~~ we ~~are subject to the FCPA~~operate, ~~which~~including ~~generally prohibits companies and their intermediaries from providing anything of value to foreign officials for~~ the ~~purpose of obtaining or retaining business or securing any improper business advantage, along with various other anti-corruption laws~~U.S. AsForeign aCorrupt ~~result~~Practices ofAct ~~doing~~(the ~~business in Mexico~~“FCPA”), weas ~~are~~well ~~exposed~~as totrade ~~a heightened risk~~compliance ofand ~~violating~~economic ~~anti-corruption~~sanctions laws. ~~Although we have implemented policies~~ and ~~procedures~~regulations. ~~designed~~Our failure to ~~ensure that we, our employees and other intermediaries~~ comply with ~~the~~these ~~FCPA~~laws and ~~other~~regulations ~~anti-corruption~~could ~~laws to which we are~~ subject, ~~there~~us isto nocivil ~~assurance~~and ~~that such policies~~criminal orpenalties, ~~procedures~~harm ~~will work effectively all of the time or protect us against liability under the FCPA or other laws for actions taken by~~ our ~~employees~~reputation and ~~other~~materially ~~intermediaries~~adversely ~~with~~affect ~~respect to~~ our business ~~or any businesses that we may acquire. Any continued international expansion~~, ~~and~~financial ~~any~~condition ~~development of new partnerships~~ and ~~joint~~results ~~venture relationships worldwide, increases the risk~~ of ~~FCPA violations in the future~~operations.

14Doing business in Mexico requires us to comply with the laws and regulations of numerous jurisdictions. These laws and regulations place restrictions on our operations and business practices. In particular, we are subject to the FCPA, which generally prohibits companies and their intermediaries from providing anything of value to foreign officials for the purpose of obtaining or retaining business or securing any improper business advantage, along with various other anti-corruption laws. As a result of doing business in Mexico, we are exposed to a heightened risk of violating anti-corruption laws. Although we have implemented policies and procedures designed to ensure that we, our employees and other intermediaries comply with the FCPA and other anti-corruption laws to which we are subject, there is no assurance that such policies or procedures will work effectively all of the time or protect us against liability under the FCPA or other laws for actions taken by our employees and other intermediaries with respect to our business or any businesses that we may acquire. Any continued international expansion, and any development of new partnerships and joint venture relationships worldwide, increases the risk of FCPA violations in the future.

Violations of anti-corruption laws, export control laws and regulations, and economic sanctions laws and regulations are punishable by civil penalties, including fines, as well as criminal fines and imprisonment. If we fail to comply with the FCPA or other laws governing the conduct of international operations, we may be subject to criminal and civil penalties and other remedial measures, which could materially adversely affect our business, financial condition, results of operations and liquidity. Any investigation of any potential violations of the FCPA or other anti-corruption laws, export control laws and regulations, and economic sanctions laws and regulations by the United States or foreign authorities could also materially adversely affect our business, financial condition, results of operations and liquidity, regardless of the outcome of the investigation.14

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

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

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

~~We will~~RISKS beRELATED ~~subject~~TO toOUR ~~penny~~COMMON ~~stock regulations and restrictions, and you may have difficulty selling shares of our common stock.~~STOCK

~~The SEC~~We ~~has~~will ~~adopted regulations which generally define so-called “penny stocks” to~~ be ~~an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share,~~ subject to ~~certain exemptions. We are a “~~penny stock”, regulations and ~~we are subject to Rule 15g-9 under the Exchange Act~~restrictions, 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~~you ~~received the purchaser’s written consent to the transaction prior to sale. As a result, this rule~~ may ~~affect~~have ~~the~~difficulty ~~ability~~selling ofshares ~~broker-dealers to sell our securities and may affect the ability~~ of ~~purchasers to sell any of~~ our ~~securities~~common ~~in the secondary market~~stock.

~~For~~The SEC has adopted regulations which generally define ~~any~~so-called ~~transaction~~“penny ~~involving~~stocks” to be an equity security that has a ~~penny~~market ~~stock,~~price ~~unless~~less ~~exempt,~~than ~~the~~$5.00 ~~rules~~per ~~require~~share ~~delivery~~or an exercise price of less than $5.00 per share, ~~prior~~subject to ~~any~~certain ~~transaction~~exemptions. inWe are a “penny stock”, ofand awe ~~disclosure schedule~~are ~~prepared~~subject byto ~~the~~Rule ~~SEC~~15g-9 ~~relating~~under tothe Exchange Act, or the ~~penny~~“Penny ~~stock~~Stock ~~market~~Rule”. ~~Disclosure~~This isrule ~~also~~imposes ~~required~~additional tosales bepractice ~~made~~requirements ~~about~~on ~~sales~~broker-dealers ~~commissions~~that ~~payable~~sell such securities to ~~both~~persons ~~the~~other than established customers. For transactions covered by Rule 15g-9, a broker-dealer ~~and~~must ~~the~~make ~~registered~~a ~~representative~~special suitability ~~and~~determination ~~current~~for ~~quotations~~the ~~for~~purchaser and have received the ~~securities.~~purchaser’s ~~Finally,~~written ~~monthly~~consent ~~statements~~to ~~are required~~the transaction prior to besale. As ~~sent~~a ~~disclosing~~result, ~~recent~~this ~~price~~rule ~~information~~may ~~for~~affect the ~~penny~~ability ~~stock~~of ~~held~~broker-dealers into ~~the~~sell ~~account~~our securities and ~~information~~may onaffect the ~~limited~~ability ~~market~~of purchasers to sell any of our securities in ~~penny~~the ~~stock~~secondary market.

~~We may~~For ~~qualify~~any ~~for~~transaction aninvolving ~~exemption~~a ~~from~~penny stock, unless exempt, the ~~Penny~~rules ~~Stock~~require ~~Rule.~~delivery, Inprior to any ~~event,~~transaction ~~even~~in ifa ~~our~~penny ~~common~~ stock, ~~were~~of ~~exempt~~a ~~from~~disclosure schedule prepared by the ~~Penny~~SEC ~~Stock~~relating ~~Rule,~~to wethe ~~would~~penny ~~remain~~stock ~~subject~~market. Disclosure is also required to ~~Section~~be ~~15(b)(6)~~made ofabout ~~the~~sales ~~Exchange~~commissions ~~Act,~~payable ~~which~~to ~~gives~~both the ~~SEC~~broker-dealer and the ~~authority~~registered representative and current quotations for the securities. Finally, monthly statements are required to ~~restrict~~be ~~any~~sent ~~person~~disclosing ~~from~~recent ~~participating~~price ininformation afor ~~distribution~~the of penny stock, ifheld in the ~~SEC~~account ~~finds~~and ~~that~~information ~~such~~on athe ~~restriction~~limited ~~would~~market be in ~~the~~penny ~~public interest~~stock.

~~Because we~~We domay ~~not~~qualify ~~have~~for an ~~audit~~exemption orfrom ~~compensation~~the ~~committee~~Penny Stock Rule. In any event, ~~shareholders~~even ~~will~~if ~~have~~our tocommon ~~rely~~stock onwere exempt from the ~~entire~~Penny ~~board~~Stock Rule, we would remain subject to Section 15(b)(6) of ~~directors~~the Exchange Act, ~~none~~which gives the SEC the authority to restrict any person from participating in a distribution of ~~which~~penny ~~are independent~~stock, toif ~~perform~~the ~~these~~SEC finds ~~functions~~that such a restriction would be in the public interest.

We Because we do not have an audit or compensation committee, ~~comprised~~shareholders ofwill ~~independent~~have ~~directors.~~to ~~These~~rely ~~functions~~on ~~are performed by~~ the entire board of directors as, anone ~~whole. No members~~ of ~~the~~which ~~board of directors~~ are independent ~~directors. Thus~~, ~~there~~to isperform athese ~~potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions~~functions.

~~Our~~We do not have an audit or compensation committee comprised of independent directors. ~~own~~These afunctions ~~significant~~are ~~percentage~~performed by the board of ~~our~~directors ~~outstanding~~as ~~voting~~a ~~securities~~whole. ~~which~~No ~~could~~members ~~reduce~~of the ~~ability~~board of ~~minority~~directors are ~~shareholders~~independent todirectors. Thus, there is a potential conflict in that board members who are also part of management will participate ~~effect~~in ~~certain~~discussions ~~corporate~~concerning ~~actions~~management compensation and audit issues that may affect management decisions.

Our ~~Chief~~ ~~Executive~~directors ~~Officer and Director Roberto Valdes, and our Chief Financial Officer and Director Jason Sunstein, and our President and Director Frank Ingrande, together~~ own ~~14,503,575~~a ~~shares~~significant ofpercentage ~~common stock, or approximately 16.8%~~ of our outstanding voting securities~~. As~~ awhich ~~result,~~could ~~currently,~~reduce ~~and after~~ the ~~filing,~~ability ~~they will possess a significant influence and can elect a majority~~ of ~~our~~minority ~~board~~shareholders ofto ~~directors and~~effect ~~authorize~~certain ~~or prevent proposed significant~~ corporate ~~transactions~~actions. Their ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.

15Our Chief Executive Officer, Frank Ingrande, our Chief Financial Officer and Director, Jason Sunstein, and our chairman of the board, Roberto Valdes, together own 14,503,575 shares of common stock, or approximately 13.9% of our outstanding voting securities. As a result, currently, and after the filing, they will possess a significant influence and can elect a majority of our board of directors and authorize or prevent proposed significant corporate transactions. Their ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.

~~Because our directors hold a significant amount of our shares of common stock, it may not be possible to have adequate internal controls.~~15

~~Section 404~~Because ~~of the Sarbanes-Oxley Act of 2002 (“Section 404”) requires~~ our ~~management~~directors tohold ~~report~~a onsignificant ~~the operating effectiveness of~~amount the Company’s Internal Controls over financial reporting. We must establish an ongoing program to perform the system and process evaluation and testing necessary to comply with these requirements. However, because our Directors, Roberto Valdes, Jason Sunstein and Frank Ingrande, control approximately 16.8% on aggregate of our ~~outstanding~~shares ~~voting securities, will continue to own a significant percentage~~ of ~~our~~common ~~voting securities~~stock, it may not be possible to have adequate internal controls. ~~We cannot predict what affect this will have on our stock price.~~

Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) requires our management to report on the operating effectiveness of the Company’s Internal Controls over financial reporting. We must establish an ongoing program to perform the system and process evaluation and testing necessary to comply with these requirements. ~~may~~However, inbecause our chairman of the ~~future~~board, ~~issue~~Roberto ~~additional~~Valdes, ~~shares~~our Chief Financial Officer and Director, Jason Sunstein, and our Chief Executive Officer, Frank Ingrande, control approximately 13.9% on aggregate of ~~common~~our ~~stock~~outstanding voting securities, ~~which~~will ~~would~~continue ~~reduce~~to ~~investors’~~own ~~percent~~a significant percentage of ~~ownership~~our ~~and~~voting securities, it may ~~dilute~~not be possible to have adequate internal controls. We cannot predict what affect this will have on our ~~share~~stock ~~value~~price.

~~Our Articles~~We ~~of Incorporation authorize the issuance of 150~~may,~~000,000~~ ~~shares~~in ~~of common stock. As of~~ the ~~date of this report we had 86~~future,~~064,195 shares~~ ~~of common stock outstanding. Accordingly, we may~~ issue additional shares of common stock, ~~subject~~which towould ~~limitation~~reduce oninvestors’ ~~reserve~~percent ~~amounts for other securities outstanding. The future issuance~~ of ~~common~~ownership ~~stock~~and may ~~result~~dilute ~~in substantial dilution in the percentage of~~ our ~~common stock~~share ~~held by our then existing shareholders. We may~~ value ~~any common stock issued in the future on an arbitrary basis~~. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock.

WeOur Articles of Incorporation authorize the issuance ~~are~~of 150,000,000 shares of common stock. As of the date of this report we had 104,470,465 shares of common stock outstanding. Accordingly, we may issue additional shares of common stock subject to ~~compliance~~limitation ~~with~~on reserve amounts for other securities ~~law,~~outstanding. ~~which~~The ~~exposes~~future usissuance of tocommon ~~potential~~stock ~~liabilities,~~may ~~including~~result ~~potential~~in ~~rescission~~substantial ~~rights~~dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock.

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

~~If any~~We ~~such~~may ~~offering~~offer ~~did~~to ~~not~~sell ~~qualify~~our ~~for~~common ~~such~~stock ~~exemption,~~to aninvestors pursuant ~~investor~~to ~~would~~certain ~~have~~exemptions from the ~~right~~registration torequirements ~~rescind its purchase~~ of the ~~securities~~Securities ~~if it so desired. It is possible that if an investor should seek rescission~~Act, ~~such~~as ~~investor~~well ~~would~~as ~~succeed.~~those Aof ~~similar~~various ~~situation prevails under~~ state ~~law in those states where the~~ securities laws. ~~may~~The bebasis ~~offered~~for ~~without~~relying ~~registration~~on insuch ~~reliance~~exemptions onis ~~the~~factual; ~~partial~~that ~~preemption~~is, ~~from~~ the ~~registration or~~applicability ~~qualification provisions~~ of such ~~state~~exemptions ~~statutes~~depends ~~under~~upon ~~the~~our ~~National~~conduct ~~Securities~~and that ~~Markets~~of ~~Improvement~~those ~~Act~~persons ofcontacting ~~1996.~~prospective If investors ~~were~~and ~~successful in~~making ~~seeking~~the ~~rescission,~~offering. weWe ~~would~~may ~~face~~not ~~severe~~seek ~~financial~~any ~~demands~~legal ~~that~~opinion ~~could~~to ~~adversely~~the ~~affect~~effect ~~our~~that ~~business and operations. Additionally,~~any ifsuch weoffering ~~did~~would ~~not~~be inexempt ~~fact~~from ~~qualify~~registration ~~for~~under ~~the~~any ~~exemptions~~federal ~~upon~~or ~~which~~state welaw. ~~relied~~Instead, we may ~~become~~elect ~~subject~~ to ~~significant~~relay ~~fines~~upon ~~and~~the ~~penalties~~operative ~~imposed~~facts byas the ~~SEC~~basis ~~and~~for ~~state~~such ~~securities~~exemption, ~~agencies~~including information provided by investor themselves.

~~Because we~~If doany such offering did not ~~intend~~qualify for such exemption, an investor would have the right to ~~pay~~rescind ~~any~~its ~~cash~~purchase ~~dividends~~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 ~~our~~the ~~common~~partial ~~stock~~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 ~~stockholders~~business ~~will~~and operations. Additionally, if we did not bein ~~able~~fact qualify for the exemptions upon which we relied, we may become subject to ~~receive~~significant afines ~~return~~and onpenalties ~~their~~imposed ~~shares unless~~by ~~they~~the ~~sell~~SEC ~~them~~and state securities agencies.

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

16We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.

~~We expect to experience volatility in the price of our common stock, which could negatively affect stockholders’ investments.~~16

~~The trading~~We ~~price~~expect ~~of our common stock may be highly volatile and could be subject~~ to ~~wide~~experience ~~fluctuations~~volatility in ~~response~~the ~~to various factors, some~~price of ~~which are beyond~~ our ~~control.~~common ~~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~~which ~~ours, regardless of actual operating performance. All of these factors~~ could ~~adversely~~negatively affect ~~your~~stockholders’ ~~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~~investments.

~~Financial~~The trading price of our common stock may be highly ~~Industry~~volatile ~~Regulatory~~and ~~Authority~~could ~~(“FINRA”)~~be ~~sales~~subject ~~practice~~to ~~requirements~~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 ~~also~~seriously ~~limit~~affect athe ~~stockholder~~market price of companies’s stock, including ours, regardless of actual operating performance. All of these factors could adversely affect your ability to ~~buy~~sell ~~and~~your ~~sell~~shares ~~our~~of common stock or, ~~which~~if ~~could~~you ~~depress~~are ~~the~~able to sell your shares, to sell your shares at a price ofthat ~~our~~you ~~common~~determine ~~stock~~to be fair or favorable.

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

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

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

~~The~~Wyoming has a business combination law that prohibits ~~effect~~certain ofbusiness combinations between Wyoming corporations and “interested stockholders” for two years after an “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s ~~business~~board of directors approves the combination in advance. For purposes of Wyoming law, an “interested stockholder” is ~~potentially~~any toperson ~~discourage~~who ~~parties~~is ~~interested~~(i) inthe ~~taking~~beneficial ~~control~~owner, directly or indirectly, of usten ~~from~~percent ~~doing~~or more of the voting power of the outstanding voting shares of the corporation or (ii) an affiliate soor ifassociate ~~they~~of ~~cannot~~the ~~obtain~~corporation and at any time within the ~~approval~~three previous years was the beneficial owner, directly or indirectly, of ~~our~~ten percent ~~Board.~~or ~~Both~~more of ~~these~~the ~~provisions~~voting ~~could~~power ~~limit~~of the ~~price~~then ~~investors~~outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would beallow ~~willing~~a potential acquirer to ~~pay~~use the corporation’s inassets to finance the ~~future~~acquisition ~~for~~or ~~shares~~otherwise to benefit its own interests rather than the interests of ~~our~~the ~~common~~corporation ~~stock~~and its other stockholders.

~~Our~~The effect of Wyoming’s business combination ~~stock~~law is ~~thinly~~potentially ~~traded,~~to sodiscourage ~~you~~parties ~~may~~interested bein ~~unable~~taking tocontrol ~~sell~~of ~~your~~us ~~shares~~from atdoing orso ~~near~~if they cannot obtain the ~~quoted~~approval ~~bid~~of ~~prices~~our ifBoard. Both ~~you~~of ~~need~~these provisions could limit the price investors would be willing to ~~sell~~pay ain ~~significant~~the ~~number of~~future ~~your~~for shares of our common stock.

~~The shares~~Our ~~of our common~~ stock ~~are~~is thinly traded ~~on the OTCQB Marketplace~~, ~~meaning~~so ~~that~~you ~~the number of persons interested in purchasing our common stock at or near bid prices at any given time~~ may be ~~relatively small or non-existent. As a consequence, there may be periods~~unable ~~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 the quoted bid prices ~~or at all~~ if you need ~~money~~to orsell ~~otherwise~~a ~~desire~~significant tonumber ~~liquidate~~of your shares.

17The shares of our common stock are thinly traded on the OTCQB Marketplace, meaning that the number of persons interested in purchasing our common stock at or near bid prices at any given time may be relatively small or non-existent. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained. Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your shares.

~~Shares eligible for future sale may adversely affect the market.~~17

~~From time~~Shares ~~to time, certain of our stockholders may be~~ eligible tofor ~~sell~~future 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~~adversely onaffect the market ~~price of our common stock~~.

WeFrom time to time, certain of our stockholders may ~~could~~be ~~issue~~eligible ~~additional~~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, ~~which~~subject ~~might~~to ~~dilute~~certain limitations. In general, pursuant to amended Rule 144, non-affiliate stockholders may sell freely after six months subject only to the ~~book~~current ~~value~~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.

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

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

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

~~Our~~In the past, we have issued convertible securities ~~articles~~(such ofas ~~incorporation~~convertible ~~allow~~debentures and notes), warrants and options in order to raise money or as compensation for services and incentive compensation for our ~~board~~employees ofand directors. toWe ~~create~~have ~~new~~shares ~~series~~ of ~~preferred~~common stock ~~without~~reserved ~~further~~for ~~approval~~issuance byupon ~~our~~the ~~stockholders~~exercise of certain of these securities and may increase the shares reserved for these purposes in the future. Our issuance of these convertible securities, options ~~which~~and warrants could ~~adversely~~ affect the rights of our stockholders, could reduce the ~~holders~~market price of our common stock or could result in adjustments to exercise prices of outstanding warrants (resulting in these securities becoming exercisable for, as the case may be, a greater number of shares of our common stock), or could obligate us to issue additional shares of common stock to certain of our stockholders.

Our ~~board~~ ofarticles ~~directors has the authority to fix and determine the relative rights and preferences~~ of ~~preferred~~incorporation ~~stock.~~allow ~~Our~~for our board of directors ~~has~~ ~~the authority~~ to ~~issue~~create upnew toseries ~~2,010,000 shares~~ of ~~our~~ preferred stock without further ~~stockholders’~~ approval. Asby aour ~~result~~stockholders, ~~our board~~which ~~of directors~~ could ~~authorize~~adversely affect the ~~issuance~~rights 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~~Our board of directors has the authority to fix and 1Bdetermine the relative rights and preferences of preferred stock. ~~Unresolved~~Our ~~Staff~~board ~~Comments~~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.

~~None~~Item 1B. Unresolved Staff Comments.

~~Item 1C~~None. ~~Cybersecurity~~

~~Item 2. Properties.~~18

~~Our corporate~~Item ~~headquarters are located in leased office facilities at 350 10th Ave~~1C., Suite 1000, San Diego, CA 92101. Because of the nature of our real estate development operations, significant amounts of property are held as inventory in the ordinary course. Such properties are not included in response to this Item.Cybersecurity

~~Item 3.~~Cybersecurity ~~Legal~~Risk ~~Proceedings.~~Management and Strategy

The Company ~~presently~~ is ~~not~~committed ato ensuring ~~party~~the highest standards of cybersecurity to protect our systems, ~~nor~~networks, isand ~~management~~data ~~aware~~from cyber threats. We recognize the critical importance of, ~~any~~safeguarding ~~pending~~sensitive ~~legal~~information ~~proceedings~~and maintaining the trust of our customers, partners, and stakeholders.

~~Item~~Our cybersecurity strategy is 4built on a foundation of proactive risk management, continuous monitoring, and adherence to industry best practices. ~~Mine~~We ~~Safety~~employ ~~Disclosures~~a multi-layered approach which leverages cutting-edge technologies to defend against evolving cyber threats.

~~Not~~We have made significant investments ~~applicable~~in modernizing, streamlining, and simplifying our technology footprint to both enhance customer experience and strengthen our internal security controls.

18From time-to-time, we may engage third-party consultants, legal advisors, and audit firms to evaluate and test the Company’s risk 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. We regularly assess and enhance our cybersecurity posture through comprehensive risk assessments, security audits, and vulnerability assessments.

~~PART II~~Governance

~~Item 5.~~Cybersecurity ~~Market~~is ~~for~~a ~~Registrant’s~~shared ~~Common~~responsibility requiring ~~Equity,~~collaboration ~~Related~~and ~~Stockholder~~cooperation ~~Matters~~across ~~and~~all ~~Issuer~~levels ~~Purchases~~ of ~~Equity~~our ~~Securities~~organization.

~~Market~~The Company recognizes that ~~Information~~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.

OnCybersecurity threats are monitored ~~March~~and 5,acted ~~2019,~~upon by the Company’s ~~received~~outsourced ~~its~~information ~~trading~~technology ~~symbol~~security ~~from FINRA “ILAL”~~group. OnThe ~~April~~executives 4,meet ~~2019,~~periodically ~~the~~or ~~Company~~as ~~was~~needed with ~~approved~~third-party advisors to ~~have its~~receive ~~common~~information ~~stock traded~~ on ~~the~~all ~~OTCQB.~~cybersecurity Oninitiatives ~~April~~or ~~12,~~suggestions ~~2019,~~as ~~the~~well ~~Company~~as ~~became~~all ~~eligible~~cybersecurity ~~for electronic clearing and settlement through the~~incidents, ~~Depository~~if ~~Trust Company (“DTC”) in the United States~~any.

As In the event of ~~June~~a 27cybersecurity incident, ~~2024~~we have ~~there~~third-party ~~were~~consultants ~~281~~that ~~holders~~could ofassist ~~record~~with ofincident ~~our~~response ~~common~~plans ~~stock~~and protocols to minimize the impact and facilitate swift recovery. AsDuring ofthe ~~such~~calendar ~~date,~~year 862024,~~064,195~~ ~~shares~~there ofhave ~~our~~been ~~common~~no ~~stock~~known ~~were~~reported ~~issued~~cybersecurity incidents that have materially ~~and~~affected ~~outstanding~~our operations or financial results.

~~Market~~We believe in transparency and ~~for~~open ~~Common~~communication, ~~Equity~~promptly informing affected parties and relevant authorities as required by law. Together, we remain vigilant, adaptive, and resilient in the face of evolving cyber threats, safeguarding the trust and confidence of those we serve.

~~Our common~~Item ~~stock is quoted on the OTC Bulletin Board (“OTCQB”) under the symbol “ILAL”~~2. ~~The following table sets forth the high and low bid prices for our common stock for the two most recently completed fiscal years~~Properties. ~~Such prices are based on inter-dealer prices, without retail mark-up, markdown, or commission, and may not necessarily represent actual transactions.~~

Fiscal 2022	Low		High
First Quarter	$	0.32	$	0.85
Second Quarter	$	0.29	$	0.50
Third Quarter	$	0.12	$	0.45
Fourth Quarter	$	0.08	$	0.30

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

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

Item 3. Legal Proceedings.

~~Repurchases~~On April 8, 2025, CleanSpark, Inc. (“CleanSpark”) initiated a civil action against the Company in the United States District Court for the Southern District of ~~Equity~~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.

~~None~~Other than as set forth above, the Company is not currently involved in any material disputes or litigation matters.

19Item 4. Mine Safety Disclosures.

~~Equity Compensation~~Not ~~Plan Information~~applicable.

~~2022 Equity Incentive Plan~~19

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans not approved by security holders		-		-		-
Equity compensation plans approved by security holders		2,150,000	$	0.20		2,850,000
Total		2,150,000	$	0.20		2,850,000

PART II

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans not approved by security holders		-		-		-
Equity compensation plans approved by security holders		1,700,000	$	0.33		1,300,000
Total		1,700,000	$	0.33		1,300,000

Market Information

On March 5, 2019, the Company received its trading ~~Equity~~symbol ~~Incentive~~from ~~Plan~~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.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans not approved by security holders		2,150,000	$	0.48		850,000
Equity compensation plans approved by security holders		-		-		-
Total		2,150,000	$	0.48		850,000

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.

~~Brief Description~~Market offor ~~equity~~Common ~~compensation plan.~~Equity

~~On February~~Our ~~11,~~common ~~2019,~~stock ~~the~~is ~~Company’s~~quoted ~~Board~~on ofthe ~~Directors~~OTC ~~approved~~Bulletin ~~a 2019 equity incentive Plan~~ Board (~~the~~ “~~2019 Plan~~OTCQB”). Inunder ~~order for~~ the ~~2019~~symbol ~~plan to grant~~ “~~qualified stock options~~ILAL”. toThe ~~employees,~~following ittable ~~requires~~sets ~~approval~~forth by the ~~Company’s~~high ~~shareholders within~~and 12low ~~months~~bid ~~from~~prices ~~the~~for ~~date~~our ofcommon stock for the ~~2019~~two ~~Plan.~~most ~~The~~recently ~~2019~~completed ~~Plan~~fiscal ~~was never approved by the shareholders~~years. ~~Therefore,~~Such ~~any~~prices ~~options~~are ~~granted under~~based ~~the~~on ~~2019 Plan prior to shareholders’ approval will be “non~~inter-~~qualified”.~~dealer ~~Pursuant~~prices, towithout ~~the~~retail ~~2019 Plan~~mark-up, ~~the Company has reserved a total of 3~~markdown,~~000,000~~ ~~shares~~or ~~of the Company’s common stock under the Plan. The Company has a total of 2~~commission,~~150,000 options~~ ~~issued~~ and ~~outstanding~~may asnot ofnecessarily ~~December~~represent ~~31,~~actual ~~2023~~transactions.

On August 26, 2020, the Company’s Board of Directors approved the 2020 Equity Plan. The Company has reserved a total of 3,000,000 shares of the Company’s authorized common stock for issuance under the 2020 equity plan. The 2020 Equity Plan enables the Company’s board of directors to provide equity-based incentives through grants of awards to the Company’s present and future employees, directors, consultants, and other third-party service providers. The Company has a total of 1,700,000 options issued and outstanding as of December 31, 2023.

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

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

~~On December~~Repurchases ~~1, 2022, the Company’s Board~~ of ~~Directors approved a 2022~~ Equity Incentive Plan (the “2022 Plan”). Pursuant to the 2022 Plan, the Company has reserved a total of 5,000,000 shares of the Company’s common stock to be available under the 2022 Plan. The Company did not grant any options during the year ended December 31, 2023. The Company has 2,150,000 options issued and outstanding under the 2022 Plan as of December 31, 2023 and 2022, respectively.Securities

~~Penny Stock Considerations~~None.

Because of the possible low price of our securities and certain other factors, many brokerage firms may not be willing to effect transactions in these securities and some market makers have declined to make a market for our common stock. Purchasers and holders of our securities should be aware that any market that develops in our stock may be subject to the penny stock restrictions.20

~~Transfer Agent~~Equity Compensation Plan Information

~~Globex Transfer,~~2024 ~~LLC,~~Equity ~~located~~Incentive ~~at 780 Deltona Blvd., Ste. 202, Deltona FL 32725 is the registrar and transfer agent for our common stock.~~Plan

~~Recent Sales~~Plan category Number of ~~Unregistered~~securities ~~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 - - - Total - - -

~~See Note~~2022 11Equity toIncentive ~~the consolidated financial statements for disclosure of the issuance of unregistered securities for the year ended December 31, 2023.~~Plan

Additional Information

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		-

~~We are~~2020 aEquity ~~fully~~Incentive reporting issuer, subject to the Securities Exchange Act of 1934. Our Quarterly Reports, Annual Reports, and other filings can be obtained from the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may also obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov. Our internet website address is https://ila.company.Plan

Item 6. Selected Financial Data.

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		-

~~Not required~~2019 ~~under~~Equity ~~Regulation~~Incentive ~~S-K for “smaller reporting companies.”~~Plan

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

~~Item 7.~~Brief ~~Management’s~~Description ~~Discussion and Analysis~~ of ~~Financial~~Equity ~~Condition~~Compensation ~~and Results of Operation~~Plan.

~~This Annual~~On ~~Report~~February on11, ~~Form~~2019, ~~10-K~~the ~~contains~~Company’s ~~forward-looking~~board of ~~statements.~~directors ~~Our~~approved ~~actual~~the ~~results~~2019 ~~could~~equity ~~differ~~incentive ~~materially~~plan ~~from~~(the ~~those~~“2019 ~~set~~Plan”). ~~forth~~In asorder afor the 2019 Plan to grant ~~result~~“qualified ofstock ~~general~~options” ~~economic~~to ~~conditions~~employees, ~~and~~it ~~changes~~requires inapproval by the ~~assumptions~~Company’s ~~used~~shareholders inwithin ~~making~~12 ~~such~~months ~~forward-looking~~from the ~~statements~~date of the 2019 Plan. The ~~following~~2019 ~~discussion and~~Plan ~~analysis~~was ofnever ~~our~~approved ~~financial~~by ~~condition~~the ~~and~~shareholders. ~~results~~Therefore, ofany ~~operations~~options ~~should~~granted beunder ~~read~~the ~~together~~2019 ~~with~~Plan prior ~~the~~to ~~audited~~shareholders’ ~~financial~~approval ~~statements~~will ~~and~~be ~~accompanying notes~~“non-qualified”. ~~and~~The ~~the~~Company ~~other~~has ~~financial~~reserved ~~information~~a ~~appearing~~total ~~elsewhere~~of in3,000,000 ~~this~~shares ~~Annual~~of the ~~Report~~Company’s oncommon ~~Form~~stock ~~10-K~~for issuance under the 2019 Plan. The ~~analysis~~Company ~~set~~had ~~forth~~a ~~below~~total isof ~~provided~~2,150,000 options issued and ~~pursuant~~outstanding tounder ~~applicable~~the ~~Securities~~2019 ~~and~~Plan ~~Exchange~~as ~~Commission~~of ~~regulations~~December ~~and~~31, is2023. ~~not~~There ~~intended~~were tono ~~serve~~options asoutstanding aunder ~~basis~~the ~~for~~2019 ~~projections~~Plan as of ~~future~~December 31, ~~events~~2024.

~~Overview~~On August 26, 2020, the Company’s board of directors approved the 2020 equity incentive plan (the “2020 Plan”). The 2020 Plan enables the Company’s board of directors ~~Our~~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 3,000,000 shares of the Company’s common stock for issuance under the 2020 Plan. The Company had a total of 1,700,000 options issued and outstanding under the 2020 Plan as of December 31, 2023. There were no options outstanding under the 2020 Plan as of December 31, 2024.

~~Overview~~21

~~The~~On December 1, 2022, the Company’s board of ~~real~~directors ~~estate~~approved ~~market~~the in2022 ~~Northern~~equity ~~Baja~~incentive ~~California~~plan ~~has~~(the ~~continued~~“2022 Plan”). The 2022 Plan enables the Company’s board of directors to ~~significantly~~provide ~~improve~~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 ~~fully~~reserved ~~recover~~a ~~from~~total of 5,000,000 shares of the ~~negative~~Company’s ~~impact~~common stock for ofissuance ~~Covid-19~~under the 2022 Plan. The ~~housing~~Company ~~prices~~did ~~has~~not ~~continued~~grant toany ~~rise~~options induring the ~~Southwest~~years Uended December 31, 2023 and 2024.S. The Company had a total of 2,150,000 options issued and ~~inventory~~outstanding ~~has~~under ~~remained~~the ~~severely~~2022 ~~low~~Plan as of December 31, ~~which~~2023. ~~generated additional~~There ~~attraction~~were ~~from~~no ~~home~~options ~~buyers~~outstanding ~~seeking~~under the ~~second~~2022 ~~homes~~Plan oras ~~vacation~~of ~~homes~~December 31, 2024.

On November 29, 2024, the Company’s board of directors approved the 2024 equity incentive plan (the “2024 Plan”). The 2024 Plan enables the Company’s board of directors to provide equity-based incentives through grants of awards to the Company’s ~~current~~present ~~portfolio~~and ~~includes~~future ~~residential~~employees, ~~resort~~directors, consultants, and ~~commercial~~other ~~properties~~third-party ~~comprising~~service providers. The Company has reserved a total of 15,000,000 shares of the ~~following~~Company’s ~~projects:~~common stock for issuance under the 2024 Plan. The Company had no options issued and outstanding under the 2024 Plan as of December 31, 2024.

■Penny ~~Oasis~~Stock 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. 75 of the 1,344 planned residential lots were pre-sold to initial shareholders. The Company has made significant progress on the project, which included the completion of the two-mile access road and the community entrance structure. The Company also started construction of the waterfront clubhouse, and model homes. ■ 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. Such transaction was recorded pursuant to ASC 805 Business Combinations.Considerations

22Because of the possible low price of our securities and certain other factors, many brokerage firms may not be willing to effect transactions in these securities and some market makers have declined to make a market for our common stock. Purchasers and holders of our securities should be aware that any market that develops in our stock may be subject to the penny stock restrictions.

~~Summary of~~Transfer ~~key operational and financial events:~~Agent

■Globex ~~During the year ended December 31~~Transfer, ~~2023~~LLC, ~~the~~located ~~Company collected an aggregate amount of $312,175 from house construction~~ at ~~the~~780 ~~Plaza~~Deltona ~~Bajamar project, which was initially recorded and presented as contract liability in the consolidated balance sheets~~Blvd. ~~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 for the year ended December 31, 2023 Ste. ~~■ Continued our research and marketing efforts to identify potential home buyers in the United States~~202, ~~Canada,~~Deltona ~~Europe,~~FL ~~and~~32725 ~~Asia.~~is ~~Through~~ the ~~formation~~registrar ~~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~~transfer ~~marketing~~agent ~~plan which can help us with sophisticated execution and the desired results~~ for residential plot sales and development. ■ Title of Oasis Park Resort in San Felipe was assumed during 2019. We are expecting the transfer of title on Valle Divino in Ensenada, Baja California and Plaza Bajamar in Ensenada, Baja California before the end of our ~~fiscal~~common ~~year 2024, as we continue to follow the necessary steps to complete this legal process~~stock. ~~However, there is no assurance that such transfer of title will occur on above timeframe or at all.~~

~~Results of~~Recent ~~Operations~~Sales ~~for~~of ~~the~~Unregistered ~~year ended December 31, 2023, compared to the year ended December 31, 2022~~Securities

	For the years ended
	December 31, 2023			December 31, 2022
Revenues and lease income	$	7,058,479		$	-
Cost of revenue		927,903			-
Gross profit		6,130,576			-
Operating expenses
Sales and marketing		1,218,921			1,085,300
Impairment loss		260,674			4,158,243
General and administrative expenses		2,875,868			3,107,457
Total operating expenses		4,355,463			8,351,000
Income (loss) from operations		1,775,113			(8,351,000	)
Other income (expense)
Other income		-			540
Loss from equity-method investment		-			(422,493	)
Loss from debt extinguishment		(1,140,446	)		-
Loss from related party debt extinguishment		-			(78,508	)
Change in fair value derivative liability		(775,555	)		(33,992	)
Interest expense		(1,932,392	)		(1,532,186	)
Total other expense		(3,848,392	)		(2,066,639	)
Net loss	$	(2,073,281	)	$	(10,417,639	)

See Note 11 to the consolidated financial statements for disclosure of the issuance of unregistered securities for the year ended December 31, 2024.

~~Revenues~~Additional Information

~~Our total~~We ~~revenue~~are ~~reported~~a ~~for~~fully reporting issuer, subject to the Exchange ~~year~~Act. ~~ended~~Our ~~December~~Quarterly 31Reports, ~~2023~~Annual Reports, ~~was~~and $7other filings can be obtained from the SEC’s Public Reference Room at 100 F Street,~~058~~ NE.,~~479~~ Washington, ~~compared~~DC ~~with~~20549, $0on ~~for~~official business days during the ~~year~~hours ~~ended~~of ~~December~~10 31a.m. to 3 p.m. You may also obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, ~~2022~~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.

~~During the~~Item ~~year ended December 31, 2023, the Company acquired RCVD and revenues are now consolidated with the Company’s financial statements~~6. As ~~such~~Selected ~~the~~Financial ~~Company saw a large increase to operations and revenues for the year ended December 31, 2023~~Data.

23Not required under Regulation S-K for “smaller reporting companies.”

~~Cost of Revenues~~22

~~Our total~~Item ~~cost of revenues for the year ended December 31, 2023, was $927,903 compared with $0 for the year ended December 31, 2022~~7. ~~The change~~Management’s isDiscussion aand ~~result~~Analysis of ~~the~~Financial ~~cost~~Condition ~~associated~~and ~~with~~Results ~~the acquisition~~ of ~~RCVD during the year ended December 31, 2023~~Operation.

~~Operating~~This Annual Report on Form 10-K contains forward-looking ~~Expenses~~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.

~~Operating expenses~~Overview ~~decreased~~of toOur ~~$4,355,463 for the year ended December 31, 2023, from $8,351,000 for the year ended December 31, 2022. The detail by major category is reflected in the table below.~~Company

~~Sales and marketing costs increased by $133,621 for the year ended December 31, 2023, primarily due to the acquisition of RCVD during the current year.~~Overview

~~General~~The real estate market in Northern Baja California ~~and~~has ~~administrative~~continued ~~costs~~to ~~decreased~~significantly byimprove ~~$231,589~~and ~~for~~has fully recovered from the ~~year~~negative ~~ended~~impact ~~December~~of ~~31,~~Covid-19. ~~2022,~~The ~~primarily~~housing ~~due~~prices has continued to ~~stock-based~~rise ~~compensation,~~in ~~legal fees~~the Southwest U.S., and ~~insurance~~inventory ~~expenses~~has ~~offset~~remained byseverely alow, ~~significant~~which ~~reduction~~generated inadditional ~~website~~attraction ~~design~~from ~~and~~home ~~investor~~buyers ~~relations~~seeking second homes or vacation homes.

~~Impairment loss~~The ~~decreased by $3,897,569, as there was a large $2,089,337 impairment of the~~ Company’s ~~equity-method~~current ~~investment~~portfolio inincludes ~~the prior~~residential, ~~year~~resort ~~along with a significant impairment of the accumulated construction in progress costs net of contract liability for our projects at Plaza Bajamar~~ and ~~Valle~~commercial ~~Divino~~properties ~~due~~comprising to the ~~uncertainty~~following ~~in the transfer of title of the land from our related party, uncertainty in the determination of the market value of our Oasis Park Resort.~~projects:

~~Other expenses~~■ 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.

~~Other expenses increased by $1,781,753 to $3,848,392 for the year ended December 31, 2023, from $2,066,639 for the year ended December 31, 2022.~~23

~~Such increase~~Summary isof ~~primarily~~key ~~due~~operational ~~to a $1,140,446 increase in the loss from debt extinguishment~~ and ~~$400,206~~financial increasein interest expense, which results from the additional convertible notes that the Company secured during fiscal year 2023 to fund its ongoing operations, and increase to the change in fair value of the Company’s derivative liability by $690,091.events:

~~Net Loss~~■ During the year ended December 31, 2023, the Company collected an aggregate 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 California and Plaza Bajamar in Ensenada, Baja California before the end of our fiscal year 2025, as we continue to follow the necessary steps to complete this legal process.

~~As a~~Results ~~result~~ of ~~the~~Operations ~~foregoing,~~for the ~~Company finished the~~ year ended December 31, ~~2023~~2024, ~~with a net loss of $2,073,281, as~~ compared to ~~a loss of $10,417,639 for~~ the year ended December 31, ~~2022.~~2023

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

	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	)

■ The acquisition of land with lots for sale and house construction. ■ The sale price of future lots, compared to the sale price of lots in other resorts in Mexico. ■ The cost to construct a home on the lots to be transferred, and the quality of construction. ■ The quality of our amenities. ■ The effectiveness of our sales and marketing strategies. ■ The global economy and the demand for vacation homes. ■ The on-going effect of COVID-19 on the US and Global economy. ■ The access to capital financing to continue the development of our existing projects and acquire new projects.Revenues

~~Other than~~Revenue increased by $1,036,461 to $8,094,940 for the ~~foregoing~~year weended doDecember ~~not~~31, ~~know~~2024, offrom ~~any~~$7,058,479 ~~trends~~for the year ended December 31, ~~events~~2023. orThe ~~uncertainties~~revenue ~~that~~recognized ~~have~~during ~~had~~the year ended December 31, or2024 ~~are~~includes ~~reasonably~~real ~~expected~~estate tosales, ~~have~~interest from financed sales, afinancing ~~material impact~~fees, onpreviously ~~our~~deferred revenues, orand ~~expenses~~components of home construction.

~~Capital Resources~~Cost ~~and~~of ~~Liquidity~~Revenues

~~Cash and~~Cost ~~cash~~of ~~equivalents~~revenue ~~were~~increased ~~approximately~~by $~~140~~314,~~247~~154 atto ~~December 31, 2023. As shown in the accompanying consolidated financial statements, we recorded a loss of~~ $21,~~073~~242,~~281 and $10,417,639~~ 057 for the ~~years~~year ended December 31, ~~2023~~2024, ~~and~~from ~~2022~~$927,903 ~~respectively.~~for ~~Our~~the ~~working~~year ~~capital~~ended ~~deficit at~~ December 31, 2023 ~~was approximately $26~~.8 ~~million~~Cost ~~and~~of ~~net~~revenue ~~cash~~includes ~~flows~~land ~~used~~cost inand ~~operating~~related land ~~activities~~improvements ~~for~~including ~~the~~infrastructure ~~year~~and ~~ended~~subdivision ~~December 31, 2023, were approximately $2~~costs.~~2 million.~~

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

~~We presently~~Operating doexpenses ~~not~~decreased ~~have~~by ~~any significant credit available~~$1,624,606 ~~bank financing or other external sources of liquidity. Due~~ to ~~our operating losses~~$2,730,857 ~~our~~for ~~operations~~the ~~have~~year ~~not~~ended ~~been~~December a31, ~~significant source of liquidity. We will need to acquire other profitable properties or obtain additional capital in order to expand operations and become profitable. In order to obtain capital~~2024, ~~we may need to sell additional shares of our common stock or borrow funds~~ from ~~private~~$4,355,463 ~~lenders.~~for ~~There~~the ~~can~~year beended noDecember ~~assurance~~31, ~~that we will be successful in obtaining additional funding~~2023.

~~To the~~Such ~~extent~~decrease ~~that~~mainly werelates ~~raise~~to ~~additional capital through~~ the ~~sale~~reduced ~~of equity or convertible debt securities, the issuance of such securities~~marketing ~~may~~efforts ~~result~~incurred inby ~~dilution~~RCVD toand ~~existing~~ILAL ~~stockholders.~~during ~~If additional funds are raised through~~ the ~~issuance~~year ofended ~~debt~~December ~~securities~~31, ~~these securities may have rights~~2024, ~~preferences,~~as ~~and~~the ~~privileges~~Company ~~senior~~was toin ~~holders~~process of ~~common~~raising ~~stock~~additional ~~and the terms of such debt could impose restrictions on~~capital. ~~our~~Sales ~~operations.~~costs ~~Regardless~~are ofrelated ~~whether our cash assets prove~~ to bereal ~~inadequate~~estate’s tosales ~~meet~~commissions. ~~our~~Marketing ~~operational~~costs ~~needs~~include advertising, weprospective ~~may~~customers’ ~~seek to continue to~~education, ~~compensate~~travel, ~~providers~~and ofaccommodation. ~~services~~In byaddition, ~~issuance~~general ofand ~~stock~~administrative indecreased ~~lieu~~for ofprofessional ~~cash,~~fees ~~which~~and ~~may~~other ~~also~~general ~~result~~and inadministrative expenses ~~dilution~~due to ~~existing~~the ~~shareholders.~~lack ~~Even if~~of wecapital ~~are~~available ~~able~~during tothe ~~raise~~year ~~the~~ended ~~funds~~December ~~required~~31, it2024. isGeneral ~~possible~~and ~~that~~administrative ~~we could incur unexpected~~ costs ~~and~~mainly ~~expenses, fail to collect significant~~include ~~amounts~~commissions ~~owed~~paid toattributable ~~us, or experience unexpected cash requirements that would force us~~ to ~~seek alternative financing~~sales.

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

●Other ~~Curtail~~expenses ~~our~~decreased ~~operations~~by ~~significantly~~$2,774,149 orto $1,074,245 ●for ~~Seek~~the ~~arrangements~~year ~~with~~ended ~~strategic~~December ~~partners~~31, or2024, ~~other~~from ~~parties~~$3,848,394 ~~that~~during ~~may~~ended ~~require~~December us31, to2023. ~~relinquish~~Such change ~~significant~~is ~~rights~~primarily due to ~~our~~the ~~development~~change in fair value of ~~resorts~~the ~~and~~Company’s ~~correlated~~derivative ~~services~~liability, ora ●decrease ~~Explore~~in ~~other~~loss ~~strategic~~on ~~alternatives~~debt ~~including~~from extinguishment, a ~~merger~~decrease orin ~~sale~~the ofloss ~~our~~on ~~Company~~acquisition, with interest expense decreasing year over year.

~~Operating Activities~~Net Income (Loss)

~~Net cash~~As ~~flows~~a ~~used~~result inof ~~operating~~the ~~activities~~foregoing, the ~~for~~Company finished the year ended December 31, ~~2023~~2024, ~~was~~with ~~approximately~~net income of $23,~~167~~047,~~104~~781, ~~which~~as ~~resulted~~compared ~~primarily due~~ to ~~the~~a loss of $2,073,281, ~~offset~~for bythe ~~stock-based compensation of $927,774, fair value of shares issued as settlement of debt of $1,140,446,~~year ~~impairment~~ended ~~loss~~December ~~of $245~~31,~~674,~~ ~~amortization of debt discount of $437,376, $775,555 change in fair value of derivative liability, and $4,078,450 change in assets and liabilities~~2023.

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

25■ The positive effect of implemented sales and marketing initiatives to drive opportunities into our various projects. ■ The quality of our amenities. ■ The global economy and the demand for vacation homes. ■ The sale price of future plots and home construction compared to the sale price in other resorts in Mexico. ■ The prime location of our projects.

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

Net cash flows used in investing activities was $210,423 for the year ended December 31, 2023, resulting for the additional funds invested in developing the infrastructure and amenities to our various projects in Baja California, offset by cash acquired from the RCVD acquisition of $321,919.25

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

~~Financing~~Cash was $26,120 and $140,247 as of December 31, 2024 ~~Activities~~and 2023, respectively. As shown in the accompanying financial statements, we recorded income of $3.0 million for year ended December 31, 2024. Our working capital deficit as of December 31, 2024, was $11.6 million. These factors and our ability to raise additional capital to accomplish 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 future as a result of increased operations, increased construction activity and the development of current and future projects which include our current business operations.

~~Net cash~~We ~~flows~~anticipate ~~provided~~generating byincreased ~~financing~~revenues ~~activities~~over ~~for~~ the next ~~year~~twelve ~~ended December 31~~months, ~~2023,~~as ~~was~~we ~~$2,468,400~~continue ~~primarily~~to ~~from~~market ~~cash~~the ~~proceeds~~sale ~~from issuance~~ of ~~convertible~~plots ~~notes~~held for ~~aggregate~~sale ~~amount~~at ofour ~~$275,000,~~various ~~cash proceeds from promissory notes of $1~~projects,~~115,000,~~ ~~additional~~generate ~~funds received from related party of $888,209, $300,00 from~~ cash ~~proceeds~~ from the sale of ~~common and preferred stock, offset by repayment on a promissory note~~house ofconstruction ~~$330,000,~~at ~~and~~our ~~repayment to related party by $308,248~~properties.

~~Net cash~~If ~~flows~~the ~~provided~~Company byis ~~financing~~not ~~activities~~successful ~~for~~with ~~the~~its ~~year~~marketing efforts ~~ended~~to ~~December~~increase 31sales, ~~2022,~~the ~~was~~Company ~~$1,060,777~~will ~~primarily~~continue ~~from~~to ~~cash~~experience ~~proceeds~~a ~~from~~shortfall ~~issuance of~~in ~~convertible~~cash, ~~notes~~and ~~for~~it ~~aggregate~~will ~~amount~~be ofnecessary ~~$773,250,~~to ~~additional~~obtain funds ~~received~~through equity ~~from~~or ~~related~~debt ~~party~~financing ofin ~~$793,187,~~sufficient ~~$15,000~~amounts ~~from~~or ~~cash~~to ~~proceeds from~~further ~~sale~~reduce ofits ~~common~~operating ~~stock,~~expenses ~~offset~~in ~~by repayment on~~ a ~~promissory~~manner ~~note~~to ofavoid ~~$131,339,~~the ~~and~~need ~~repayment~~ to ~~related~~curtail ~~party~~its future ~~by $390,621~~operations.

~~As a~~Operating result of these activities, we experienced an increase in cash and cash equivalents of approximately $90,873 for the year ended December 31, 2023, and an increase in cash and cash equivalents of approximately $7,200 for the year ended December 31, 2022. Our ability to continue as a going concern is still dependent on our success in obtaining additional financing from investors.Activities

~~Critical~~Net cash flows ~~Accounting~~used ~~Polices~~in operating activities for the year ended December 31, 2024, was $384,680 which resulted primarily due to net income of $3,047,781, non-cash share-based compensation of $908,037, depreciation of $87,250, and change in fair value of derivative liability of $338,311, offset by a negative net change in assets and liabilities of $4,089,436.

~~In December~~Net ~~2001,~~cash ~~the~~flows ~~SEC~~used ~~requested that all registrants list their “critical accounting polices”~~ in ~~the Management Discussion~~operating ~~and~~activities ~~Analysis.~~for ~~The~~the ~~SEC~~year ~~indicated~~ended ~~that~~December a31, ~~“critical~~2023, ~~accounting~~was ~~policy”~~approximately is$2,167,104, ~~one~~ which isresulted ~~both~~primarily ~~important~~due to the ~~portrayal~~loss of a$2,073,281, ~~company’s~~offset ~~financial~~by ~~condition~~stock-based ~~and~~compensation ~~results,~~of ~~and requires management’s most difficult~~$927, ~~subjective~~774, orfair ~~complex~~value ~~judgments, often as a result~~ of ~~the~~shares ~~need~~issued toas ~~make~~settlement ~~estimates~~of ~~about~~debt ~~the effect~~ of ~~matters~~$1,140,446, ~~that~~impairment ~~are~~loss ~~inherently~~of ~~uncertain. Our accounting policies are disclosed~~$245,674, inamortization ~~Note 2~~ of ~~our~~debt ~~audited~~discount ~~consolidated~~of ~~financial~~$437,376, ~~statements~~$775,555 ~~included~~change ~~herein.~~in Wefair ~~consider~~value ~~the~~of ~~following~~derivative ~~accounting~~liability, ~~policies~~and ~~critical~~$4,078,450 ~~to the~~change ~~understanding~~in ofassets ~~the results of our operations:~~and liabilities.

■ Going concern. It requires to rely on management’s representation on financial forecast. ■ Revenue recognition. It requires judgement to determine when a contract exists, when performance obligations are met and the estimated variable consideration if any. ■ Issuance of debt with attached financial instruments. Some instruments carry embedded features that require bifurcation from host instrument and accounting as derivative liability. ■ Accounting of the Company’s equity-method investment. Indeed, it requires judgement by management to determine whether there is significant influence or control over the Company’s investee. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over these policies.26

~~Off-balance Sheet~~Investing ~~Arrangements~~Activities

~~Since~~Net cash flows used in investing activities was $513,138 ~~our~~for ~~inception~~the ~~through~~year ended December 31, ~~2023,~~2024. weThe ~~have~~funds ~~not~~were ~~engaged~~used infor ~~any~~the ~~off-balance~~development ~~sheet~~of ~~arrangements~~the various projects and additional investment for land development.

~~Recent~~Net cash flows used in investing activities was $210,423 ~~Accounting~~for ~~Pronouncements~~year ended December 31, 2023. The funds were used for the development of the various projects and the purchased house construction at Plaza Bajamar and Valle Divino for $179,799, additional investment for land development for $557,738. This was offset by the cash acquired for $321,920 from the acquisition of RCVD and $205,096 in proceeds from the disposal of fixed assets.

~~The recent~~Financing ~~accounting pronouncements that are material to our financial statements are disclosed in Note 2 of our consolidated audited financial statements included herein.~~Activities

~~Item~~Net cash flows provided by financing activities for ~~7A.~~the ~~Quantitative~~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 ~~Qualitative~~cash ~~Disclosures~~payments ~~about~~on ~~Market~~promissory ~~Risk~~notes of $565,000.

~~Not~~Net cash flows provided by financing activities for ~~required~~the ~~under~~year ~~Regulation~~ended ~~S-K~~December 31, 2023, was $2,468,400, primarily from cash proceeds from issuance of convertible notes for ~~“smaller~~aggregate ~~reporting~~amount of ~~companies~~$275,000, cash proceeds from promissory notes of $1,115,000, additional funds received from related party of $888,209, $300,000 from cash proceeds from sale of common and preferred stock, offset by repayment on a promissory note of $330,000, and repayment to related party by $308,248.”

~~Item~~As a result of these activities, we experienced a 8.decrease ~~Financial~~in ~~Statements~~cash ~~and~~of ~~Supplementary~~$114,127 ~~Data~~for the year ended December 31, 2024.

Our ~~audited~~ ~~consolidated~~ability ~~financial~~to ~~statements~~continue ~~are~~as ~~set~~a ~~forth~~going concern is dependent on our success in ~~this~~obtaining ~~Annual~~additional ~~Report~~financing ~~beginning~~from oninvestors ~~page~~or ~~F-1~~from the sale of our common shares.

26Critical Accounting Polices

~~INTERNATIONAL~~In ~~LAND~~December ~~ALLIANCE~~2001, ~~INC~~the SEC requested that all registrants list their “critical accounting polices” in the Management Discussion and Analysis. ~~INDEX~~The TOSEC ~~FINANCIAL~~indicated ~~STATEMENTS~~that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our accounting policies are disclosed in Note 2 of our audited consolidated financial statements included herein. We consider the following accounting policies critical to the understanding of the results of our operations:

Report of Independent Registered Public Accounting Firm(PCAOB ID No: 6797)	F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID No: 2738)	F-3
Consolidated Balance Sheets as of December 31, 2023, and 2022	F-5
Consolidated Statements of Operations for the Years Ended December 31, 2023, and 2022	F-6
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2023, and 2022	F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, and 2022	F-9
Notes to Financial Statements	F-10 to F-36

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

FOff-1balance Sheet Arrangements

~~REPORT~~During the year ended December 31, 2024, we have not OFengaged ~~INDEPENDENT~~in ~~REGISTERED~~any ~~PUBLIC~~off-balance ~~ACCOUNTING~~sheet ~~FIRM~~arrangements.

~~To the~~Recent ~~Shareholders~~Accounting ~~and the Board of Directors of~~Pronouncements

~~International~~The recent accounting pronouncements that are material ~~Land~~to ~~Alliance,~~our ~~Inc~~financial statements are disclosed in Note 2 of our consolidated audited financial statements included herein.

~~OPINION ON~~Item ~~THE~~7A. ~~FINANCIAL~~Quantitative ~~STATEMENTS~~and Qualitative Disclosures about Market Risk.

~~We have~~Not ~~audited~~required ~~the~~under ~~accompanying~~Regulation ~~consolidated~~S-K balance sheet of International Land Alliance, Inc. (the “Company”) as of December 31, 2023, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for ~~the~~ ~~year then ended, and the related notes (collectively referred to as the~~ “~~financial statements”). In our opinion, the~~smaller ~~financial~~reporting statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of Americacompanies.”

~~Going Concern~~Item 8. Financial Statements and Supplementary Data.

~~The accompanying~~Our ~~financial~~audited ~~statements~~consolidated ~~have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the~~ financial statements, ~~the Company has suffered net losses from operations, which raises substantial doubt about its ability~~are toset ~~continue~~forth ~~as a going concern. Management’s plans regarding those matters are discussed~~ in ~~Note~~this 2.Annual ~~The~~Report ~~financial~~beginning ~~statements~~on ~~do not~~page ~~include any adjustments that might result from the outcome of this uncertainty~~F-1.

~~BASIS FOR OPINION~~27

~~These financial~~INTERNATIONAL ~~statements~~LAND ~~are~~ALLIANCE, ~~the responsibility of the Company's management~~INC. ~~Our~~INDEX ~~responsibility~~TO ~~is to express an opinion on these financial~~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.STATEMENTS

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

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 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.F-1

~~Emphasis of~~REPORT aOF ~~Matter~~INDEPENDENT –REGISTERED ~~Significant~~PUBLIC ~~Related Party Transactions~~ACCOUNTING FIRM

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

~~Critical Audit~~International ~~Matters~~Land Alliance, Inc.

~~Critical audit~~San matters 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 challengingDiego, ~~subjective, or complex judgements. We determined that there are no critical audit matters.~~CA

~~/s/ Bush~~OPINION &ON ~~Associates~~THE ~~CPA~~FINANCIAL ~~LLC~~STATEMENTS

We have ~~served~~audited asthe 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’s ~~auditor~~deficit, ~~since~~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.

~~Henderson,~~SUBSTANTIAL DOUBT ABOUT THE COMPANY’S ABILITY ~~Nevada~~TO CONTINUE AS A GOING CONCERN

~~June~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As disclosed in Note 271 of the financial statements, ~~2024~~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 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.

~~PCAOB ID~~BASIS ~~Number~~FOR ~~6797~~OPINION

~~F-2~~These 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.

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

ToOur audit included performing procedures to assess the ~~Board~~risks of ~~Directors~~material misstatement of the financial statements, whether due to error or fraud, and ~~Stockholders~~performing ofprocedures ~~International~~that ~~Land~~respond to ~~Alliance~~those risks. Such procedures included examining, ~~Inc~~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 on~~Critical ~~the~~Audit ~~Financial Statements~~Matters

~~We have~~Critical ~~audited~~audit ~~the~~matters ~~accompanying~~are ~~balance~~matters ~~sheet~~arising offrom ~~International Land Alliance, Inc. (~~the current ~~Company)~~period asaudit of ~~December 31, 2022, and~~ the ~~related~~ financial statements ofthat ~~operations,~~were ~~statement~~communicated ofor ~~changes~~required into ~~stockholders’~~be ~~equity,~~communicated ~~and~~to ~~cash flows and~~ the ~~related~~audit ~~notes~~committee and ~~schedules (collectively~~that ~~referred~~(1) relate to asaccounts ~~the~~or ~~“financial~~disclosures ~~statements”).~~that Inare ~~our~~material ~~opinion,~~to the financial statements ~~present~~and ~~fairly,~~(2) ininvolved ~~all~~our ~~material~~especially ~~respects~~challenging, ~~the~~ ~~financial position of the Company as of December 31~~subjective, ~~2022, and the results of its operations and its cash flows for the year then~~ ~~ended~~or incomplex ~~conformity~~judgements. ~~with~~We ~~accounting~~determined ~~principles~~that ~~generally~~there ~~accepted~~are inno ~~the~~critical ~~United~~audit ~~States of America~~matters.

~~Going Concern~~/s/ Bush & Associates CPA LLC

~~The accompanying~~We ~~financial statements~~ have ~~been~~served ~~prepared assuming that the Company will continue~~ as ~~a going concern. As discussed in Note 1 to~~ the ~~financial statements, the~~ Company ~~has suffered net losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management~~’s ~~plans~~auditor ~~regarding~~since ~~those matters are discussed in Note 1~~2024. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~Basis for~~Henderson, ~~Opinion~~Nevada

~~These financial~~May ~~statements~~21, are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.2025

~~We conducted our audit in accordance with the standards of the~~ PCAOB. ~~Those~~ID ~~standards~~Number require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.6797

~~Our audit~~179 ~~included~~N. ~~performing~~Gibson ~~procedures to assess the risks of material misstatement of the financial statements~~Road, ~~whether due to error or~~ ~~fraud~~Henderson, ~~and~~Nevada ~~performing~~89014 ~~procedures~~● ~~that respond to those risks~~702. ~~Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements~~703.5979 ~~Our~~● ~~audit also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the financial statements~~www. ~~We believe our audit provides a reasonable basis for our opinion~~bushandassociatescpas.com

F-32

~~Emphasis of~~INTERNATIONAL aLAND ~~Matter~~ALLIANCE, ~~– Significant Related Party Transactions~~INC.

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

Critical Audit Matters

	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

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

~~Going Concern~~F-3

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

~~As discussed~~CONSOLIDATED inSTATEMENTS ~~Note~~OF ~~1, the Company has a going concern due to net loss during the year as well as having negative cash flows from operations during the year ended December 31,2022.~~OPERATIONS

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

	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

~~/s/~~The accompanying notes are an integral part of these ~~M&K~~consolidated ~~CPAS,~~financial ~~PLLC~~statements.

~~We served as the Company’s auditor since 2022~~F-4

~~Houston~~INTERNATIONAL LAND ALLIANCE, TX INC.

~~July~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ 6,EQUITY ~~2023~~(DEFICIT)

~~F-4~~Activity for the year Ended December 31, 2024

INTERNATIONAL LAND ALLIANCE, INC.

-	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

~~CONSOLIDATED BALANCE SHEETS~~F-5

	December 31, 2023			December 31, 2022
ASSETS
Current assets
Cash	$	140,247		$	49,374
Accounts receivable		1,652,086			-
Prepaid and other current assets		16,815			49,198
Total current assets		1,809,148			98,572
Land		15,551,526			203,419
Buildings, net		1,818,825			863,745
Furniture and equipment, net		2,677			1,877
Other non-current assets		53,468			-
Goodwill		11,118,187			-
Total assets	$	30,353,831		$	1,167,613
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities	$	1,431,676		$	675,202
Accounts payable and accrued liabilities related parties		361,223			189,266
Accounts payable and accrued liabilities		361,223			189,266
Deferred revenue		4,521,222			-
Accrued interest		1,756,937			352,884
Accrued interest related party		-			132,841
Accrued interest		-			132,841
Contract liability		93,382			85,407
Deposits		20,500			20,500
Derivative liability		781,924			531,527
Convertible notes, net of debt discounts		652,077			558,657
Convertible note RCVD acquisition		8,900,000			-
Promissory notes, net of debt discounts		2,674,762			1,885,616
Promissory notes, net discounts – Related Parties		104,498			1,286,695
Promissory notes, net discounts		104,498			1,286,695
Other loans		7,358,600			-
Total current liabilities		28,656,801			5,718,595
Promissory notes, net of current portion		-			-
Total liabilities		28,656,801			5,718,595
Commitments and Contingencies (Note 11)		-			-
Preferred Stock Series B (Temporary Equity)		293,500			293,500
Preferred Stock Series C (Temporary Equity)		310,000			-
Total Temporary Equity		603,500			293,500
Stockholders’ Equity (Deficit)
Preferred stock; $0.001 par value; 2,000,000 shares authorized; 28,000 Series A shares issued and outstanding as of December 31, 2023 and December 31, 2022		28			28
1,000 Series B shares issued and outstanding as of December 31, 2023 and December 31, 2022		1			1
3,100 Series C shares issued and outstanding as of December 31, 2023 and 0 shares issued and outstanding as of December 31, 2022.		3			-
17,000 Series D shares issued and outstanding as of December 31, 2023 and 0 shares issued and outstanding as of December 31, 2022		17			-
Preferred stock value		17			-
Common stock; $0.001 par value; 150,000,000 shares authorized; 79,658,165 and 76,658,165 shares issued and outstanding as of December 31, 2023, respectively, and 43,499,423 shares issued and outstanding as of December 31, 2022.		79,658			43,500
Additional paid-in capital		28,476,622			20,233,446
Common stock payable		31,939			-
Treasury stock (3,000,000 shares as of December 31, 2023)		(300,000	)		-
Accumulated deficit		(27,194,738	)		(25,121,457	)
Total stockholders’ equity (deficit)		1,093,530			(4,844,482	)
Total liabilities and stockholders’ equity (deficit)	$	30,353,831		$	1,167,613

Activity for the year Ended December 31, 2023

The accompanying notes are an integral part of these consolidated 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

~~F-5~~The accompanying notes are an integral part of these consolidated financial statements.

~~INTERNATIONAL LAND ALLIANCE, INC.~~F-6

~~CONSOLIDATED STATEMENTS~~INTERNATIONAL OFLAND ~~OPERATIONS~~ALLIANCE, INC.

	December 31, 2023			December 31, 2022
	For the Years Ended,
	December 31, 2023			December 31, 2022
Net revenues and lease income	$	7,058,479		$	-
Cost of revenues		927,903			-
Gross profit		6,130,576			-
Operating expenses
Sales and marketing		1,218,921			1,085,300
Impairment loss		260,674			4,158,243
General and administrative expenses		2,875,868			3,107,457
Total operating expenses		4,355,463			8,351,000
Income (loss) from operations		1,775,113			(8,351,000	)
Other income (expense)
Other income		-			540
Loss from debt extinguishment		(1,140,446	)		-
Loss from equity-method investment					(422,493	)
Loss from related party debt extinguishment		-			(78,508	)
Change in fair value derivative liability		(775,555	)		(33,992	)
Interest expense		(1,932,391	)		(1,532,186	)
Total other expense		(3,848,392	)		(2,066,639	)
Net loss	$	(2,073,281	)	$	(10,417,639	)
Preferred stock dividends		1,082,825			-
Net loss applicable to common shareholders	$	(3,156,106	)	$	(10,417,639	)
Loss per common share - basic and diluted	$	(0.03	)	$	(0.29	)
Weighted average common shares outstanding - basic and diluted		68,368,501			35,605,172

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

	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

~~F-6~~The accompanying notes are an integral part of these consolidated financial statements.

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

~~CONSOLIDATED STATEMENTS~~INTERNATIONAL OFLAND ~~CHANGES~~ALLIANCE, ~~IN STOCKHOLDERS’ EQUITY (DEFICIT)~~INC.

~~Activity for~~Notes to the ~~year~~Consolidated ~~Ended~~Financial ~~December 31, 2023~~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	)
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	)
Net 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

For the Years Ended December 31, 2024 and 2023

~~F-7~~NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN

~~Activity for~~Nature ~~the~~of ~~year Ended December 31, 2022~~Operations

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

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.

~~The~~In May 2021, the Company acquired a 25% investment ~~accompanying~~in ~~notes~~Rancho ~~are~~Costa anVerde ~~integral~~Development ~~part~~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 ~~these~~Baja ~~consolidated~~California. ~~financial~~RCV ~~statements~~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.

~~F-8~~Going Concern and liquidity

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

~~CONSOLIDATED~~Management evaluated all relevant conditions and events ~~STATEMENTS~~that OFare ~~CASH~~reasonably ~~FLOWS~~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, 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.

	December 31, 2023			December 31, 2022
	For the Years Ended,
	December 31, 2023			December 31, 2022
Cash Flows from Operating Activities
Net loss	$	(2,073,281	)	$	(10,417,639	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		927,774			1,710,881
Impairment loss		260,674			4,158,243
Loss from extinguishment of debt		1,140,446			-
Loss from extinguishment of related party debt		-			78,508
Fair value of shares issued for debt settlement/modification		-			1,470,836
Fair value of commitment shares		108,096			-
Fair value of shares issued for services		152,000			-
Depreciation expense		89,241			52,944
Excess fair value of derivative over carrying balance of debt		108,465			356,784
Loss from equity-method investment		-			422,493
Change in fair value derivative		775,555			33,992
Amortization of debt discount		437,376			458,616
Changes in assets and liabilities
Accounts Receivable		58,764			26,802
Prepaid and other current assets		32,383			52,467
Other non-current assets		(7,808	)		-
Accrued interest		181,066			267,560
Accounts payable and accrued interest		(642,223	)		(131,739	)
Accounts payable and accrued interest-related party		171,957			460,976
Deferred revenue		(4,193,498	)		-
Contract liability		305,909			469,715
Deposit		-			500
Net cash used in operating activities		(2,167,104	)		(528,061	)
Cash Flows from investing
Cash acquired from RCVD acquisition		321,919			-
Proceeds from disposal of fixed assets		205,096			-
Additional expenditures on land		(557,738	)		-
Additions to Construction in Progress on land not owned		(179,700	)		(539,935	)
Net cash used in investing activities		(210,423	)		(539,935	)
Cash Flows from Financing Activities
Common stock and warrants sold for cash		50,000			15,000
Dividends paid on Series C Preferred Stock		(11,570	)		-
Series C Preferred Stock issued for cash		250,000			-
Common stock issued for warrant exercise		-			1,300
Cash payments on promissory notes – related party		(308,248	)		(390,621	)
Cash payments on promissory notes		(330,000	)		(131,339	)
Cash proceeds from convertible notes		275,000			-
Cash payments on convertible notes		(240,025	)		-
Cash proceeds from promissory notes		1,115,000			773,250
Cash proceeds from other loans		780,034			-
Cash proceeds promissory notes – Related party		888,209			793,187
Net cash provided by financing activities		2,468,400			1,060,777
Net increase (decrease) in Cash		90,873			(7,219	)
Cash, beginning of period		49,374			56,590
Cash, end of period	$	140,247		$	49,374
Supplemental disclosure of cash flow information
Cash paid for interest	$	405,705		$	137,863
Cash paid for income tax	$	-		$	-
Non-Cash investing and financing transactions
Corporate expenses paid by related party advances	$	-		$	49,145
Dividend on Series B	$	1,022,822		$	60,000
Dividend on Series C		60,003			-
Conversion of related party debt for Series D Preferred shares	$	1,586,163		$	-
Conversion of related party debt	$	-		$	905,859
Conversion of debt for common shares		1,673,851			-
Debt discount from bifurcated derivative	$	-		$	140,750
Debt discount from warrants issued with debt	$	-		$	159,664
Debt discount	$	351,092		$	121,694
Commitment shares issued with promissory notes	$	108,096		$	202,275

The Company is currently raising additional capital through debt and equity financing in order to continue the funding of its operations, which may have the effect of diluting the holdings of existing shareholders.

~~The~~Management anticipates that the Company’s capital ~~accompanying~~resources ~~notes~~will ~~are~~significantly animprove ~~integral~~if ~~part~~its plots of land gain wider market recognition and acceptance 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, 2024. The direct impact of these ~~consolidated~~conditions ~~financial~~is ~~statements~~not fully known.

~~F-9~~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.

~~INTERNATIONAL LAND ALLIANCE, INC.~~F-8

~~Notes to~~NOTE ~~the~~2 ~~Consolidated~~– ~~Financial~~SUMMARY ~~Statements~~OF SIGNIFICANT ACCOUNTING POLICIES

~~For the~~Basis ~~Years~~of ~~Ended December 31, 2023 and 2022~~Presentation

~~NOTE~~The consolidated financial statements of the Company 1are –prepared ~~NATURE~~in OFconformity ~~OPERATIONS~~with ~~AND~~accounting ~~GOING~~principles ~~CONCERN~~generally accepted in the United States of America (“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.

~~Nature~~ Principles of ~~Operations~~Consolidation

~~International Land~~The ~~Alliance,~~accompanying ~~Inc.~~consolidated ~~(the~~financial ~~“Company”)~~statements include ~~was incorporated under~~ the ~~laws~~accounts of the ~~State~~Company, ofits ~~Wyoming~~wholly onowned ~~September 26~~subsidiaries, ~~2013.~~ILA ~~The~~Fund ~~Company is~~I, aLLC ~~residential~~(the ~~land~~“ILA ~~development~~Fund”), a company ~~with target properties located~~ incorporated in the ~~Baja~~State ~~California,~~of ~~Northern~~Wyoming ~~region~~and ofInternational ~~Mexico~~Land ~~and~~Alliance, ~~Southern California~~S.A. ~~The~~de ~~Company’s~~C.V. ~~principal~~(“ILA ~~activities~~Mexico”), ~~are~~a ~~purchasing~~company ~~properties,~~incorporated ~~obtaining~~in ~~zoning~~Mexico, ~~and~~Emerald Grove ~~other~~Estates ~~entitlements~~LLC, ~~required~~incorporated toin ~~subdivide~~ the ~~properties~~State ~~into~~of ~~residential~~California, ~~and~~Oasis ~~commercial~~Park ~~building~~Resort, ~~plots~~LLC, ~~securing~~incorporated ~~financing~~in ~~for~~ the ~~purchase~~State of ~~the~~Wyoming, ~~plots~~Plaza Bajamar, LLC, ~~improving~~incorporated in the ~~properties infrastructure~~State ~~and~~of ~~amenities~~Wyoming, and ~~selling~~Plaza ~~the~~Valle ~~plots to homebuyers~~Divino, ~~retirees~~LLC, ~~investors,~~incorporated ~~and~~in ~~commercial~~the ~~developers~~State of California.

~~In May~~ILA ~~2021,~~Fund ~~the~~includes ~~Company~~cash ~~acquired~~as aits ~~25%~~only ~~investment~~assets inwith ~~Rancho~~minimal expenses ~~Costa~~as ~~Verde~~of ~~Development~~December ~~LLC~~31, ~~(“RCVD”)~~2024. ~~RCVD~~The issole apurpose ~~1,100-acre~~of ~~master planned~~this ~~second~~entity ~~home,~~is ~~retirement~~strategic ~~home~~funding ~~and~~for ~~vacation home real estate community located on~~ the ~~east~~operations ~~coast~~ of ~~Baja~~the ~~California~~Company. ~~RCV~~ILA isMexico ~~a self-sustained~~has ~~solar~~lots ~~powered~~held ~~green~~for ~~community~~sale ~~that~~for ~~takes advantage of~~ the ~~advances~~Oasis inPark ~~solar~~Resort, ~~and~~no ~~other green technology. On January 3~~liabilities, ~~2023,~~and ~~the~~minimal ~~Company completed~~expenses ~~the~~as ~~acquisition~~ of ~~the~~December ~~remaining~~31, ~~75%~~2024. ~~interest~~As ~~in RCVD for a contractual price~~ of ~~$13.5~~December ~~million~~31, ~~paid~~2024, ~~through a combination~~Emerald ofGrove aEstates ~~promissory note~~LLC, ~~common~~Plaza ~~stock~~Bajamar ~~and common stock purchase warrants. As a result of the transaction~~LLC, ~~RCVD~~and ~~became~~Plaza aValle ~~wholly~~Divino ~~owned~~LLC ~~subsidiary of~~have ~~the~~no ~~Company~~operations. ~~The~~All ~~transaction~~intercompany ~~was~~balances ~~accounted~~and ~~for~~transactions asare aeliminated in ~~business acquisition pursuant to ASC 805 Business Combinations~~consolidation.

~~Going~~The Company’s consolidated subsidiaries were ~~Concern~~as ~~and~~follows ~~liquidity~~as of December 31, 2024:

~~The accompanying~~ SCHEDULE ~~consolidated~~OF ~~financial~~CONSOLIDATED ~~statements~~SUBSIDIARIES ~~have~~AND 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.EQUITY

Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements were available to be issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues from its properties, raise capital or issue debt instruments. The Company has faced significant liquidity shortages as shown in the accompanying consolidated financial statements. As of December 31, 2023, the Company’s current liabilities exceeded its current assets by approximately $26.9 million. The Company has recorded a net loss of $2.1 million for the year ended December 31, 2023, and has an accumulated deficit of approximately $27.2 million as of December 31, 2023. Net cash used in operating activities for the year ended December 31, 2023, was approximately $2.2 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

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 Company~~On isJanuary ~~currently~~1, ~~raising~~2023, ~~additional~~the ~~capital~~Company ~~through~~executed ~~debt~~a ~~and~~securities purchase ~~equity~~agreement ~~financing~~pursuant into ~~order~~which tothe ~~continue~~Company acquired all of the ~~funding~~issued and outstanding units of ~~its~~Rancho ~~operations~~Costa Verde Development, LLC. ~~which~~for ~~may~~a ~~have~~total ~~the~~contractual ~~effect~~consideration of ~~diluting~~$13,500,000, ~~the~~paid ~~holdings~~through a combination of ~~existing~~a ~~shareholders~~promissory note, common stock and common stock purchase warrants.

Management anticipates that the Company’s capital resources will significantly improve if its plots of land gain wider market recognition and acceptance resulting in increased plot sales. If the Company is not successful with its marketing efforts to increase sales and weak demand for purchase of plots continues, the Company will continue to experience a shortfall in cash, and it will be necessary to further reduce its operating expenses in a manner or obtain funds through equity or debt financing in sufficient amounts to avoid the need to curtail its future operations subsequent to December 31, 2022. The direct impact of these conditions is not fully known. There is also uncertainty pertaining to the transfer of title of the lands currently owned by companies controlled by our Chief Executive Officer.Reclassification

~~However, there~~Certain ~~can~~numbers befrom no2023 ~~assurance~~have ~~that~~been ~~the~~reclassified ~~Company would be able~~ to ~~secure additional funds if needed and that if such funds were available on~~ ~~commercially~~conform ~~reasonable~~with ~~terms or in~~ the ~~necessary~~current ~~amounts,~~year ~~and whether the terms or conditions would be acceptable to the Company~~presentation. ~~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.~~

FInvestments -10 Equity Method

~~NOTE~~The Company accounts for equity method investments 2at –cost, ~~SUMMARY~~adjusted OFfor ~~SIGNIFICANT~~the ~~ACCOUNTING~~Company’s ~~POLICIES~~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.

~~Basis of Presentation~~F-9

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

~~Principles~~The preparation of financial statements in conformity with US. GAAP requires management to make estimates and assumptions that affect the reported amounts of ~~Consolidation~~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:

~~The accompanying~~■ ~~consolidated~~Liability ~~financial~~for ~~statements~~legal ~~include~~contingencies. ~~the~~■ ~~accounts~~Useful lives of ~~the~~building. ~~Company,~~■ ~~its~~Assumptions ~~wholly~~used ~~owned~~in ~~subsidiaries,~~valuing ~~ILA~~equity ~~Fund~~instruments. I,■ ~~LLC~~Deferred ~~(the “ILA~~income ~~Fund”),~~taxes ~~a company incorporated in the State of Wyoming~~ and ~~International~~related ~~Land~~valuation ~~Alliance, S~~allowance.A. de■ CGoing concern.~~V.,~~ a■ ~~company~~Assessment ~~incorporated in Mexico (“ILA Mexico”), Emerald Grove Estates LLC, incorporated in the State~~ of ~~California,~~long-lived ~~Oasis~~asset ~~Park~~for ~~Resort,~~impairment. ~~LLC,~~■ ~~incorporated in~~Significant ~~the~~influence ~~State~~or ofcontrol ~~California,~~over ~~Plaza Bajamar, LLC, incorporated in~~ the ~~State~~Company’s ofequity-method ~~California,~~investee. ~~Plaza~~■ ~~Valle~~Revenue ~~Divino, LLC, incorporated in the State of California~~recognition.

~~ILA Fund~~Segment includes cash as its only assets with minimal expenses as of December 31, 2022. The sole purpose of this entity is strategic funding for the operations of the Company. ILA Mexico has lots held for sale for the Oasis Park Resort, no liabilities, and minimal expenses as of December 31, 2023. All intercompany balances and transactions are eliminated in consolidation. As of December 31, 2023, Emerald Grove Estates LLC, Plaza Bajamar LLC, and Plaza Valle Divino LLC have no operations.Reporting

The Company operates as one reportable segment under ASC 280, Segment Reporting. The Chief Operating Decision Maker (“CODM”) regularly reviews the financial information of the Company’s at a consolidated ~~subsidiaries~~level ~~were~~in asdeciding ~~follows~~how asto ofallocate ~~December~~resources ~~31,~~and ~~2023:~~in assessing performances.

~~SCHEDULE OF~~Cash ~~CONSOLIDATED~~and ~~SUBSIDIARIES~~Cash ~~AND ENTITY~~Equivalents

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 Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2024, and 2023.

~~Reclassification~~Fair value of Financial Instruments and Fair Value Measurements

~~Certain~~Accounting Standards Codification (“ASC”) ~~numbers~~820 ~~from~~Fair ~~2022~~Value ~~have~~Measurements ~~been~~and ~~reclassified~~Disclosures, requires an entity to ~~conform~~maximize ~~with~~the use of observable inputs and minimize the ~~current~~use ~~year~~of unobservable ~~presentation~~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:

~~Investments~~Level 1: uses quoted market prices -in ~~Equity~~active ~~Method~~markets for identical assets or liabilities.

~~The Company~~Level ~~accounts~~2: ~~for~~uses ~~equity~~observable ~~method investments at cost, adjusted for the Company’s share of the investee’s earnings or losses,~~market-based ~~which~~inputs ~~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~~unobservable ininputs ~~circumstances indicate~~ that ~~the~~are ~~carrying~~corroborated ~~value~~by ofmarket ~~an asset may not be recoverable~~data.

~~F-11~~Level 3: uses unobservable inputs that are not corroborated by market data.

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

The ~~preparation~~ ofreported ~~financial~~fair ~~statements~~values infor ~~conformity~~financial ~~with US. GAAP requires management to make estimates and assumptions~~ instruments that ~~affect~~use ~~the reported~~Level ~~amounts~~2 ~~of assets~~ and ~~liabilities~~Level ~~and~~3 ~~disclosure~~inputs ofto ~~contingent~~determine ~~assets~~fair ~~and~~value ~~liabilities~~are atbased ~~the~~on ~~date~~a ofvariety ~~the financial statements and the reported amounts~~ of ~~revenues~~factors and ~~expenses during the reporting period~~assumptions. ~~Management~~Accordingly, ~~regularly~~certain ~~evaluates~~fair values ~~estimates~~may ~~and~~not ~~assumptions related~~represent toactual ~~the~~values ~~valuation~~ of ~~assets~~the ~~and~~Company’s ~~liabilities.~~financial ~~Management~~instruments ~~bases~~that ~~its~~could ~~estimates~~have ~~and~~been ~~assumptions~~realized onas ~~current~~of ~~facts,~~any ~~historical~~balance ~~experience,~~sheet ~~and~~dates ~~various~~presented ~~other~~or ~~factors~~ that itwill ~~believes to~~ be ~~reasonable~~recognized ~~under~~in the ~~circumstances~~future, ~~the results of which form the basis for making judgments about the carrying values of assets~~ and ~~liabilities~~do ~~and~~not ~~the~~include ~~accrual of costs and~~ expenses that ~~are~~could ~~not~~be ~~readily~~incurred ~~apparent~~in ~~from~~an ~~other sources. The~~ actual ~~results experienced by the Company may differ materially and adversely from management’s estimates~~settlement. ~~To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates include:~~

■The ~~Liability~~carrying ~~for~~amounts ~~legal~~of ~~contingencies.~~the ■Company’s ~~Useful~~financial assets ~~lives~~and ofliabilities, ~~building.~~such ■as ~~Assumptions~~cash, ~~used~~accounts inreceivable, ~~valuing~~prepaid, ~~equity~~and ~~instruments.~~other ■current ~~Deferred~~assets, ~~income~~accounts ~~taxes~~payable and accrued liabilities, contracts liability, deposits, promissory notes, net of debt discounts and promissory notes related ~~valuation~~party, ~~allowance.~~deferred ■revenue, ~~Going~~and ~~concern.~~other loans, ■approximate ~~Assessment~~fair ofvalue ~~long-lived~~due ~~asset~~to ~~for~~their ~~impairment~~relatively short maturities. ■Equity-method ~~Significant~~investment ~~influence~~is orrecorded ~~control~~at ~~over~~cost, which approximates its fair value since the consideration transferred includes cash and a non-monetary transaction, in the form of the Company’s ~~equity-method~~common stock, ~~investee.~~which ■was ~~Revenue~~valued ~~recognition~~based on a combination of a market and asset approach.

~~Segment Reporting~~F-10

The fair value of the Company’s ~~operates~~recorded asderivative liability ~~one~~is ~~reportable~~determined ~~segment~~based ~~under~~on ~~ASC~~unobservable ~~280~~inputs that are not corroborated by market data, ~~Segment~~which ~~Reporting~~require a Level 3 classification. A ~~The~~Black-Scholes ~~Chief~~option ~~Operating~~valuation ~~Decision~~model ~~Maker~~was ~~(“CODM”) regularly~~used ~~reviews~~to determine the ~~financial~~fair ~~information~~value. ofThe Company records derivative liability on the ~~Company~~consolidated balance sheets at afair ~~consolidated~~value ~~level~~with changes in ~~deciding~~fair ~~how~~value torecorded ~~allocate~~in ~~resources~~the ~~and~~consolidated instatements ~~assessing performances~~of operation.

~~Cash~~The following table presents balances of the liabilities ~~and~~with ~~Cash~~significant ~~Equivalents~~unobservable inputs (Level 3) as of December 31, 2024:

~~The~~SCHEDULE ~~Company~~OF ~~considers~~LIABILITIES ~~all~~WITH ~~highly~~SIGNIFICANT ~~liquid~~UNOBSERVABLE ~~instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023, and 2022.~~INPUTS

Fair value of Financial Instruments and Fair Value Measurements

	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

~~Accounting Standards~~The ~~Codification~~following ~~(“ASC”)~~table ~~820 Fair Value Measurements and Disclosures, requires an entity to maximize the use~~presents ofchanges ~~observable inputs and minimize the use~~ of ~~unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on~~ the ~~level~~liabilities ofwith ~~independent,~~significant ~~objective~~unobservable ~~evidence surrounding the~~ inputs ~~used~~(Level to3) ~~measure~~for ~~fair value. A financial instrument’s categorization within~~ the ~~fair~~year ~~value~~ended ~~hierarchy~~December is31, ~~based upon the lowest level of input that is significant to the fair value measurement.~~2024:

~~ASC~~SCHEDULE ~~820~~OF ~~prioritizes~~CHANGES ~~the~~IN ~~inputs~~LIABILITIES ~~into~~WITH ~~three~~SIGNIFICANT ~~levels~~UNOBSERVABLE ~~that may be used to measure fair value:~~INPUTS

Level 1: uses quoted market prices in active markets for identical assets or liabilities.

	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

~~Level 2:~~Derivative ~~uses observable market-based inputs or unobservable inputs that are corroborated by market data.~~Liability

~~Level~~As of December 31, 2024, the Company has variable 3:rate ~~uses~~convertible ~~unobservable~~promissory ~~inputs~~notes, ~~that~~which ~~are~~contained ~~not~~variable ~~corroborated~~conversion byrates ~~market~~based ~~data~~on unknown future prices of the Company’s common stock. This resulted in the recognition of a derivative liability as the conversion feature failed the scope exception for derivative accounting due to the variability of its conversion price. The Company measures the derivative liability using the Black-Scholes option valuation model using the following assumptions:

AsSCHEDULE ~~defined~~OF byDERIVATIVE 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.LIABILITY

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

	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

F-1211

The ~~fair~~ ~~value~~assumptions ofused ~~the~~in ~~Company~~determining fair value represent management’s ~~recorded~~best ~~derivative~~estimates, ~~liability~~but isthese ~~determined~~estimates ~~based~~involve oninherent ~~unobservable~~uncertainties ~~inputs~~and ~~that~~the ~~are~~application ~~not~~of ~~corroborated~~management’s judgment. byAs ~~market~~a ~~data~~result, ~~which~~if ~~require~~factors achange, ~~Level~~including 3changes ~~classification.~~in Athe ~~Black-Scholes~~market ~~option~~value ~~valuation~~of ~~model~~the ~~was~~Company’s ~~used~~common tostock, ~~determine~~managements’ ~~the fair value.~~assessment, ~~The~~or ~~Company~~significant ~~records~~fluctuations ~~derivative~~in ~~liability~~the onvolatility of the ~~consolidated~~trading ~~balance~~market ~~sheets~~for atthe ~~fair~~Company’s ~~value~~common ~~with~~stock, ~~changes~~the inCompany’s fair value estimates ~~recorded~~could inbe ~~the consolidated~~materially ~~statements~~different ofin ~~operation~~the future.

The Company computes the fair value of the derivative ~~following~~liability ~~table~~at ~~presents~~each ~~balances~~reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the ~~liabilities~~derivative ~~with~~liability is the Company’s stock price, which is subject to significant ~~unobservable~~fluctuation ~~inputs~~and ~~(Level~~is 3)not asunder its control, and the assessment of ~~December~~volatility. 31The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s variable convertible notes, ~~2023:~~which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases.

~~SCHEDULE OF~~Cost ~~LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS~~Capitalization

	Fair Value Measurements at December 31, 2023 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	$	-	$	-	$	781,924	$	781,924
Total	$	-	$	-	$	781,924	$	781,924

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

A variety of costs are incurred in the acquisition, development, and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete, and capitalization must cease involves a degree of judgment. Our capitalization policy on development properties is guided by ASC 835-20 Interest – Capitalization of Interest and ASC 970 Real Estate - General. The costs of land and buildings under development include specifically identifiable ~~following~~costs. ~~table~~The ~~presents~~capitalized ~~changes~~costs include pre-construction costs essential to the development of the ~~liabilities~~property, ~~with~~development ~~significant~~costs, ~~unobservable~~construction costs, ~~inputs~~interest ~~(Level~~costs, 3)real estate taxes, salaries and related costs and other costs incurred during the period of development. We consider a construction project as substantially completed and held available for occupancy or sale upon the receipt of certificates of occupancy, but no later than one year ~~ended~~from ~~December~~cessation 31of major construction activity. We cease capitalization on the portion (1) substantially completed and (2) occupied or held available for occupancy, ~~2022:~~and we capitalize only those costs associated with the portion under construction.

~~‌SCHEDULE OF~~Land ~~CHANGES~~Held INfor ~~LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS~~Sale

	Derivative
	Liability
Balance December 31, 2022	$	531,527
New derivative from convertible notes		208,464
Settlement by debt extinguishment		(733,622	)
Change in estimated fair value		775,555
Balance December 31, 2023	$	781,924

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

~~Derivative Liability~~Land and Buildings

~~As of~~Land ~~December~~and ~~31,~~buildings ~~2023,~~are ~~the~~stated ~~Company~~at ~~has~~cost. ~~variable~~Depreciation is ~~rate~~provided ~~convertible~~by ~~promissory~~the ~~notes,~~use ~~which contained variable conversion rates based on unknown future prices~~ of the ~~Company’s~~straight-line ~~common~~and ~~stock.~~accelerated ~~This~~methods ~~resulted~~for infinancial ~~the~~and ~~recognition~~tax ofreporting apurposes, ~~derivative~~respectively, ~~liability~~over as the ~~conversion~~estimated ~~feature~~useful ~~failed~~lives of the ~~scope~~assets. ~~exception~~Buildings ~~for~~have ~~derivative~~an ~~accounting~~estimated ~~due~~useful tolife ~~the variability~~ of ~~its~~20 ~~conversion price~~years. ~~The~~Land ~~Company~~is ~~measures~~an ~~the derivative~~indefinite ~~liability~~live ~~using~~asset ~~the~~that ~~Black-Scholes~~is ~~option~~stated ~~valuation~~at ~~model~~cost at ~~using~~date ~~the~~of ~~following assumptions:~~acquisition.

~~SCHEDULE OF~~Construction ~~DERIVATIVE~~in ~~LIABILITY~~progress (“CIP”)

	For Years Ending December 31,
	2023		2022
Expected term		1 month – 1 year		0.5 -1 year
Exercise price		0.03 - $0.13		$0.10-$0.43
Expected volatility		176% - 232%		155%-162%
Expected dividends		None		None
Risk-free interest rate		5.03% - 5.55%		2.93%-4.73%
Forfeitures		None		None

F-1312

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

~~The Company~~Fixed ~~computes~~assets ~~the~~are ~~fair~~stated ~~value of the derivative liability~~ at ~~each~~cost, ~~reporting~~less ~~period and the change in the fair value is recorded as~~accumulated ~~non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price~~depreciation, ~~which is subject to significant fluctuation~~ and ~~is not under its control, and the assessment of volatility~~amortization. ~~The~~Depreciation ~~resulting effect on net loss~~ is ~~therefore~~computed ~~subject~~using tothe ~~significant~~double ~~fluctuation~~declining ~~and~~balance ~~will~~method ~~continue~~over ~~to be so until~~ the ~~Company’s~~estimated ~~variable~~useful ~~convertible~~lives ~~notes, which~~of the ~~convertible~~respective feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases.assets:

~~Cost~~SCHEDULE ~~Capitalization~~OF ESTIMATED USEFUL LIVES OF FIXED ASSETS

Classification	Life
Buildings		20 years
Furniture and equipment		5 years

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

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

~~The Company~~■ ~~considers~~Identification ~~properties~~of tothe becontract, ~~assets~~or ~~held~~contracts, ~~for~~with ~~sale when (1) management commits to~~ a ~~plan~~customer. to■ ~~sell~~Identification ~~the~~of ~~property; (2)~~ the ~~property is~~performance ~~available~~obligations ~~for immediate sale~~ in ~~its~~the ~~present condition and~~ agreement(3s) ~~the property is actively being marketed~~ for the sale atof aplots ~~price~~or ~~that~~house ~~is reasonable~~construction. ~~given~~■ ~~our~~Determination ~~estimate~~ of ~~current~~the ~~market~~transaction ~~value~~price. ~~Upon~~■ ~~designation~~Allocation of athe ~~property~~transaction asprice anto ~~asset~~the ~~held~~performance ~~for~~obligation(s) ~~sale,~~in ~~we record~~ the ~~property’s value~~contract. at■ ~~the~~Recognition ~~lower~~ of ~~its’~~revenue ~~carrying~~when, ~~value~~ or ~~its~~as ~~estimated~~the ~~net realizable value. The~~ Company ~~fully~~satisfies ~~impaired~~a ofperformance ~~the land held for sale as of December 31, 2023~~obligation.

~~Land~~Revenue is measured based on considerations specified in the agreements with our customers. A contract exists when it becomes a legally enforceable agreement with a customer. The contract is based on either the acceptance of standard terms and ~~Buildings~~conditions as stated in our agreement of plot sales or house construction with customers. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration which we will expect to receive in exchange for execution of the performance obligation(s).

~~Land~~The Company applies judgment in determining the customer’s ability and ~~buildings~~intention ~~are~~to ~~stated~~pay atthe ~~cost~~consideration which the Company is entitled to. ~~Depreciation~~A performance obligation is ~~provided~~a bypromise in a contract or agreement to transfer a distinct product or item to the ~~use~~customer. ofPerformance obligations promised in a contract are identified based on the ~~straight-line~~property ~~and~~that ~~accelerated~~will ~~methods~~be ~~for~~transferred ~~financial~~to the customer that are both capable of being distinct and ~~tax~~ ~~reporting~~are ~~purposes,~~distinct ~~respectively,~~in ~~over~~the context of the contract, ~~estimated~~whereby ~~useful~~the ~~lives~~transfer of the ~~assets.~~property ~~Buildings~~is ~~have~~separately anidentifiable ~~estimated~~from ~~useful~~other ~~life~~promises ofin 20the ~~years~~contract. Management considers the ~~Land~~retention isof antitle ~~indefinite~~as ~~live~~merely ~~asset~~a ~~that~~protective isright, ~~stated~~which atwould ~~cost~~not atdisallow ~~date~~revenue recognition for the full consideration to which the Company is entitled upon the execution of ~~acquisition~~a contract for deed.

~~Construction~~Currently, upon execution of each contract for deed, inthe ~~progress~~Company has not developed sufficient controls and procedures to provide reasonable assurance that collection of the consideration, which the Company is entitled to, is probable. In addition, the title of the land for the various projects (~~“CIP”~~Bajamar and Divino) is held by an entity that is controlled by the Company’s chairman of the board.

A CIP asset reflects the cost of construction work undertaken, but not yet completed on land not currently owned by the Company. For construction in progress assets, no depreciation is recorded until the asset is placed in service. When construction is completed, the assets should be reclassified as building, building improvement, infrastructure or land improvement and should be capitalized and depreciated. The land is currently owned by companies controlled by our Chief Executive Officer. The Company fully impaired the construction in progress on land currently owned by the Companies controlled by our Chief Executive Officer due to the uncertainty in title transfer as of December 31, 2023.F-13

~~F-14~~The Company’s principal activities in the real estate development industry which it generates its revenues from are the sale of developed and undeveloped land and house construction.

~~Fixed~~Rancho Costa Verde Development or RCVD generates revenue ~~Assets~~from the following sources: (1) lot sales, (2) home construction calculated as a set percentage of builders’ costs, (3) administrative income for loan servicing, (4) interest income resulting from monthly payments from financed loans made to customers on lot sales, (5) resale income as commission for selling homes for owners that have purchased lots at RCVD and (6) utilities revenue from waste water systems and solar systems.

~~Fixed~~The Company identified the following performance obligations ~~assets~~related ~~are~~to ~~stated~~the atoperations ~~cost,~~of ~~less~~RCVD: ~~accumulated~~(1) ~~depreciation~~subdivision of the developer parcel, ~~and~~(ii) ~~amortization.~~casita ~~Depreciation~~free isweek ~~computed~~for ~~using~~each ~~the~~customer ~~double~~allowing ~~declining~~them ~~balance~~to enjoy ~~method~~a ~~over~~free ~~the~~week ~~estimated~~to ~~useful~~a ~~lives~~casita ofper year. The Company determined that there was a significant financing component in most arrangements with customers, which results in the ~~respective~~recognition ~~assets:~~of interest income.

~~SCHEDULE~~The Company recognized $8,094,940 and $7,058,479, OFrespectively, ~~DEPRECIATION~~of ~~ESTIMATED~~net ~~USEFUL~~revenue ~~LIVES~~during the years ended December 31, 2024, and 2023.

Classification	Life
Buildings		20 years
Furniture and equipment		5 years

Advertising Costs

~~Revenue~~The Company expenses advertising costs when incurred. ~~Recognition~~Advertising costs incurred amounted to $866,607 and $1,111,589 for the years ended December 31, 2024, and 2023, respectively.

~~The Company~~Debt ~~determines~~issuance ~~revenue~~costs ~~recognition~~and ~~pursuant~~debt ~~to Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, through the following steps:~~discounts

■Debt ~~Identification~~issuance ofcosts ~~the~~and ~~contract,~~debt ordiscounts ~~contracts,~~are ~~with~~being aamortized over ~~customer.~~the ■lives ~~Identification~~ of the ~~performance~~related ~~obligations~~financings inon ~~the~~a ~~agreement(s)~~straight-line ~~for~~approach, ~~the~~which ~~sale~~approximates ofthe ~~plots~~effective orinterest ~~house construction~~method. ■Costs ~~Determination~~and ofdiscounts are ~~the~~presented ~~transaction~~as ~~price.~~a ■reduction ~~Allocation~~ of the ~~transaction~~related ~~price~~debt ~~to the performance obligation(s)~~ in the ~~contract.~~accompanying ■consolidated ~~Recognition~~balance ~~of revenue when, or as the Company satisfies a performance obligation~~sheets.

~~Revenue is~~Stock-Based measured based on considerations specified in the agreements with our customers. A contract exists when it becomes a legally enforceable agreement with a customer. The contract is based on either the acceptance of standard terms and conditions as stated in our agreement of plot sales or house construction with customers. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration which we will expect to receive in exchange for execution of the performance obligation(s).Compensation

The ~~Company~~ ~~applies~~fair ~~judgment~~value inof ~~determining~~stock ~~the~~options ~~customer’s~~is ~~ability~~estimated ~~and~~on ~~intention~~the grant todate ~~pay~~using the ~~consideration~~Black-Scholes tooption ~~which~~pricing ~~the~~model, ~~Company~~based on weighted average assumptions. Expected volatility is ~~entitled~~based on historical tovolatility of our common stock. AThe ~~performance~~Company ~~obligation~~has iselected ato ~~promise~~use inthe asimplified ~~contract~~method ordescribed ~~agreement~~in tothe ~~transfer~~Securities aand ~~distinct~~Exchange ~~product~~Commission Staff orAccounting ~~item~~Bulletin Topic 14C to estimate the ~~customer.~~expected ~~Performance obligations~~term ~~promised~~of inemployee astock ~~contract~~options. ~~are~~The ~~identified~~risk-free rate is based on the ~~property~~U.S. ~~that~~Treasury yield ~~will~~curve bein ~~transferred~~effect toat the ~~customer~~time ~~that~~of ~~are~~grant. ~~both~~The ~~capable~~ value of ~~being~~stock ~~distinct~~awards ~~and~~is ~~are~~determined ~~distinct~~using in the ~~context~~fair value of the ~~contract,~~Company’s ~~whereby~~common stock on the ~~transfer~~date of ~~the~~grant. ~~property~~The isCompany ~~separately~~accounts ~~identifiable~~for ~~from other~~forfeitures ~~promises~~as inthey ~~the contract~~occur. ~~Management~~Any ~~considers~~compensation ~~the~~cost ~~retention~~previously recognized for an unvested award that is forfeited because of ~~title~~a asfailure ~~merely~~to satisfy a ~~protective~~service ~~right,~~condition ~~which~~is ~~would~~reversed ~~not~~in ~~disallow~~the ~~revenue~~period of the forfeiture. Compensation ~~recognition~~expense ~~for~~is recognized on a straight-line basis over the ~~full~~requisite ~~consideration~~service toperiod ~~which~~of the ~~Company~~award. isStock-based ~~entitled~~compensation ~~upon~~includes the ~~execution~~fair value of aoptions, ~~contract~~warrants ~~for~~and ~~deed~~restricted stocks issued to employees, directors, and non-employees.

~~Currently, upon~~Income execution of each contract for deed, the Company has not developed sufficient controls and procedures to provide reasonable assurance that collection of the consideration, which the Company is entitled to, is probable. In addition, the title of the land for the various projects (Bajamar and Divino) is held by an entity that is controlled by the Company’s Chief Executive Officer.Taxes

The Company’s ~~principal~~accounts ~~activities~~for inincome taxes using the ~~real~~asset and ~~estate~~liability ~~development~~method ~~industry~~in ~~which~~accordance itwith ~~generates~~ASC ~~its~~740, ~~revenues~~Income ~~from~~Taxes. The asset and liability method provide that deferred tax assets and liabilities are recognized for the ~~sale~~expected future tax consequences of ~~developed~~temporary differences between the financial reporting and tax basis of assets and ~~undeveloped~~liabilities, ~~land~~and for operating loss and ~~house~~tax ~~construction~~credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Rancho Costa Verde Development or RCVD generates revenue from the following sources: (1) lot sales, (2) home construction calculated as a set percentage of builders’ costs, (3) administrative income for loan servicing, (4) interest income resulting from monthly payments from financed loans made to customers on lost sales, (5) resale income as commission for selling homes for owners that have purchased lots at RCVD and (6) utilities revenue from waste water systems and solar systems.F-14

~~The~~When tax returns are filed, it is highly certain that ~~Company~~some ~~identified~~positions taken would be sustained upon examination by the ~~following~~taxing ~~performance~~authorities, ~~obligations~~while ~~related~~others are subject to uncertainty about the merits ~~operations~~of the position taken or the amount of ~~RCVD:~~the ~~(1)~~position ~~subdivision~~that would be ultimately sustained. In accordance with the guidance of ASC 740, the ~~developer~~benefit ~~parcel~~of a tax position is recognized in the financial statements in the period during which, based on all available evidence, ~~(ii)~~management ~~casita~~believes ~~free~~it ~~week~~is ~~for~~more ~~each~~likely ~~customer~~than ~~allowing~~not ~~them~~that tothe ~~enjoy~~position awill ~~free~~be ~~week~~sustained toupon aexamination, ~~casita~~including ~~per~~the ~~year~~resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The ~~Company~~portion ~~determined~~of the benefits associated with tax positions taken that ~~there~~exceeds ~~was~~the amount measured as described above should be reflected as a ~~significant~~liability ~~financing~~for ~~component~~unrecognized tax benefits in ~~most~~the ~~arrangements~~accompanying balance sheets along with ~~customers~~any associated interest and penalties that would be payable to the taxing authorities upon examination. Management makes estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, ~~which~~the ~~results~~amount of our valuation allowance could be materially impacted. Any adjustment to the deferred tax asset valuation allowance would be recorded in the ~~recognition~~income statement for the periods in which the adjustment is determined to be required. Management does not believe that it has taken any positions that would require the recording of ~~interest~~any ~~income~~additional tax liability, nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next year.

~~Advertising Costs~~Net Earnings (Loss) Per Share

The Company ~~expenses~~computes ~~advertising~~earnings ~~costs~~(loss) ~~when~~per ~~incurred~~share in accordance with ASC 260 – Earnings per Share. ~~Advertising~~ASC ~~costs~~260 ~~incurred~~requires ~~amounted~~presentation toof ~~$1,111,589~~both basic and ~~$1,085,300~~diluted ~~for~~earnings per share (“EPS”) on the ~~years~~face ~~ended~~of the consolidated statements of operations. Basic EPS is computed by dividing net income (loss) available ~~December~~to ~~31,~~common ~~2023,~~shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and ~~2022~~convertible notes payable using the if-converted method. Diluted EPS excludes all dilutive potential shares if their effect is antidilutive. During periods of net loss, ~~respectively~~all common stock equivalents are excluded from the diluted EPS calculation because they are antidilutive.

~~Debt~~Securities that are excluded from the calculation ~~issuance~~of ~~costs~~weighted ~~and~~average ~~debt~~dilutive ~~discounts~~common shares, because their inclusion would have been antidilutive are:

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

Stock-Based Compensation

	For the year ended December 31, 2024		For the year ended December 31, 2023

Options		-		6,000,000
Warrants		38,107,500		3,867,500
Total potentially dilutive shares		38,107,500		9,867,500

~~The fair~~Concentration ~~value~~ of ~~stock~~Credit options is estimated on the grant date using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. The Company has elected to use the simplified method described in the Securities and Exchange Commission Staff Accounting Bulletin Topic 14C to estimate the expected term of employee stock options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The value of stock awards is determined using the fair value of the Company’s common stock on the date of grant. Following the adoption of Accounting Standards Update ASU 2016-09, the Company elected to account for forfeitures as they occur. Any compensation cost previously recognized for an unvested award that is forfeited because of a failure to satisfy a service condition is reversed in the period of the forfeiture. Compensation expense is recognized on a straight-line basis over the requisite service period of the award. Stock-based compensation includes the fair value of options, warrants and restricted stocks issued to employees, directors, and non-employees.Risk

~~Income~~The Company maintains its cash in bank and financial ~~Taxes~~institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through December 31, 2024.

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

FThe Company reviews its long-15lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. If impairment is indicated, the asset is written down to its estimated fair value. The Company fully impaired its long-lived assets due to the uncertainty in title transfer of the land not currently owned by the Company and the estimated fair value of its construction in progress during both years ended December 31, 2024 and 2023.

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

~~Net~~The Company uses the specific identification method ~~Loss~~for ~~Per~~recording ~~Share~~the provision for doubtful accounts, which was $0 at December 31, 2024 and 2023, respectively. Account receivables are written off when all collection attempts have failed.

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

~~Basic~~The Company accounts for convertible promissory notes ~~net~~in ~~loss~~accordance ~~per~~with ~~share~~ASC is470-20, ~~calculated~~Debt ~~based~~with onConversion ~~the~~and ~~net~~Other ~~loss~~Options. ~~attributable~~The Company evaluates embedded conversion features within convertible debt to ~~common~~determine ~~shareholders~~whether ~~divided~~the byembedded conversion feature should be bifurcated from the ~~weighted~~host ~~average~~instrument ~~number~~and ofaccounted for as a derivative ~~shares~~at ~~outstanding~~fair ~~for~~value with changes in fair value recorded in the ~~period~~Income ~~excluding~~Statement. ~~any~~If ~~dilutive~~the ~~effects~~conversion offeature ~~options,~~does ~~warrants,~~not ~~unvested~~require ~~share~~recognition ~~awards~~of ~~and~~a bifurcated derivative, the convertible ~~securities. Diluted~~debt ~~net~~instrument ~~loss~~is ~~per~~evaluated ~~common~~for ~~share~~consideration ~~assumes~~of ~~the~~any beneficial conversion offeature ~~all~~(“BCF”) requiring ~~dilutive~~separate ~~securities~~recognition. ~~using~~When the ~~if-converted~~Company ~~method~~records ~~and~~a ~~assumes~~BCF, the ~~exercise or~~intrinsic ~~vesting~~value of ~~other~~the ~~dilutive~~BCF ~~securities,~~is ~~such~~recorded as ~~options,~~a ~~common~~debt ~~shares~~discount ~~issuable~~against the ~~under~~face ~~convertible~~amount of the respective debt, ~~warrants~~instrument with an offset to additional paid-in capital and ~~restricted~~amortized ~~stock~~to interest expense over ~~using~~the life of the ~~treasury~~debt ~~stock~~using ~~method~~the ~~when~~effective ~~dilutive~~interest method.

~~Securities that are excluded from the calculation of weighted average dilutive common shares, because their inclusion would have been antidilutive are:~~F-15

~~SCHEDULE OF~~NOTE ~~POTENTIALLY~~3 ~~DILUTIVE~~– ~~SHARES~~LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS

	For the year ended December 31, 2023		For the year ended December 31, 2022
Options		6,000,000		6,000,000
Warrants		3,867,500		3,867,500
Total potentially dilutive shares		9,867,500		9,867,500

Land, buildings, net and construction in process as of December 31, 2024, and 2023:

~~Concentration~~SCHEDULE ofOF ~~Credit~~LAND ~~Risk~~AND BUILDING

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through December 31, 2023. All of the Company accounts receivable is concentrated with one customer.

	Useful life	December 31, 2024			December 31, 2023
Land – Emerald Grove		$	203,419		$	203,419

Land – Rancho Costa Verde Development		$	15,573,107		$	15,348,107

Furniture & equipment, net	5 years	$	-		$	2,677

Building – Emerald Grove	20 years		2,674,471			2,591,421
Less: Accumulated depreciation			(844,127	)		(772,596	)

Building, net		$	1,833,021		$	1,818,825

~~F-16~~Depreciation expense was approximately $87,250 and $52,400, for the years ended December 31, 2024, and 2023, respectively.

~~Impairment of~~Valle ~~Long-lived Assets~~Divino

The ~~Company~~ ~~reviews~~Valle ~~its~~Divino ~~long-lived~~is ~~assets~~the ~~for~~Company’s ~~impairment~~premier ~~whenever~~wine country ~~events~~development orproject ~~changes~~ in ~~business~~Ensenada, ~~circumstances~~Baja ~~indicate~~California. ~~that~~This ~~the~~land ~~carrying amount~~project consists of ~~assets~~20 ~~may~~acres ~~not~~to be ~~fully~~acquired ~~recoverable~~from orBaja ~~that~~Residents ~~the~~Club, a ~~useful~~Company ~~lives~~controlled by our chairman of ~~these~~the ~~assets~~board ~~are~~and nodeveloped ~~longer~~into ~~appropriate~~Valle Divino resort. IfThe ~~impairment~~acquisition isof ~~indicated,~~ title to the ~~asset~~land isfor ~~written~~this project ~~down~~is subject to ~~its~~approval ~~estimated~~from ~~fair~~the ~~value~~Mexican government in Baja, California. The Company ~~fully~~broke ~~impaired~~ground ~~its~~of ~~long-lived~~the ~~assets~~Valle ~~due~~Divino todevelopment in ~~the~~July ~~uncertainty~~2020 inand ~~title transfer~~has ofcommenced ~~the~~site ~~land~~preparation ~~not~~for ~~currently~~two ~~owned~~model byhomes ~~the~~including ~~Company~~a 1-bedroom and ~~the~~2- ~~estimated~~bedroom ~~fair~~option. ~~value~~The first Phase of ~~its~~the development ~~construction~~includes in187 ~~progress~~homes. ~~during~~This ~~the~~development ~~year ended~~will ~~December~~also ~~31,~~have ~~2023~~innovative microgrid solutions by our partner to power the model home and amenities.

~~Accounts~~The construction contractor is also an entity controlled ~~Receivable~~by our chairman of the board. Construction began during the year ended December 31, 2020. The balance of construction in process for Valle Divino was $0 as of December 31, 2024 and 2023. The Company fully impaired the accumulated costs related to its Valle Divino project due to the uncertainty pertaining to the title transfer for a total amount of $457,275 during the year ended December 31, 2022.

~~The Company~~Plaza uses the specific identification method for recording the provision for doubtful accounts, which was $0 at December 31, 2023 and 2022. Account receivables are written off when all collection attempts have failed.Bajamar

~~Convertible~~The Plaza Bajamar community is an 80-unit development ~~Promissory~~located ~~Note~~within the internationally renowned Bajamar Ocean Front Hotel and Golf Resort. The Bajamar Ocean Front Golf Resort is an expertly planned, well-guarded, and gated wine and golf community located 45 minutes South of the San Diego-Tijuana Border along the scenic toll road to Ensenada on the Pacific Ocean.

~~The Company~~Phase ~~accounts~~I ~~for~~will ~~convertible~~include ~~promissory~~22 ~~notes~~“Merlot” in1,150 square-foot ~~accordance~~single-family ~~with~~homes ~~ASC~~that ~~470-20,~~feature ~~Debt~~two ~~with~~bedrooms ~~Conversion~~ and ~~Other~~two ~~Options~~baths. The ~~Company evaluates~~home ~~embedded~~includes ~~conversion~~two ~~features~~primary ~~within~~bedroom ~~convertible~~suites ~~debt~~– toone ~~determine~~on ~~whether~~ the ~~embedded conversion feature should be bifurcated~~ ~~from~~first ~~the~~floor ~~host instrument~~ and ~~accounted~~one ~~for~~upstairs, as awell ~~derivative~~as atfairway ~~fair~~and ~~value~~ocean ~~with~~views ~~changes~~from ina ~~fair~~rooftop ~~value recorded in the Income Statement~~terrace. If ~~the~~The ~~conversion~~Merlot ~~feature~~villas ~~does~~will ~~not~~come ~~require~~with ~~recognition of a bifurcated derivative,~~ the ~~convertible debt instrument is evaluated for consideration~~installation of ~~any~~solar ~~beneficial~~packages ~~conversion~~construction ~~feature~~in ~~(“BCF”) requiring separate recognition~~mind. ~~When~~Planned ~~the~~amenities ~~Company~~include ~~records~~ a ~~BCF~~pool, ~~the~~wellness ~~intrinsic value~~and offitness ~~the~~center ~~BCF is recorded as a debt discount against the face amount of the respective debt instrument with an offset to additional paid-in capital~~ and ~~amortized~~available tooffice ~~interest expense over the life of the debt using the effective interest method~~space.

~~Recently~~The Company has not yet taken title to this property, ~~Issued~~which ~~Accounting~~is ~~Pronouncements~~currently ~~Not~~owned ~~Yet~~by ~~Adopted~~Valdeland, S.A. de C.V. (“Valdeland”), an entity controlled and 100% owned by Roberto Valdes, the Company’s chairman of the board. In September 2019, the Company executed a land purchase agreement with Valdeland, under which the Company is to acquire the Plaza Bajamar property from Valdeland, free of liens and encumbrances for a total consideration of $1,000,000.

In ~~August~~ ~~2020,~~November ~~the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt-Debt with Conversion~~ and ~~Other~~December ~~Options~~2019, ~~(Subtopic 470-20)~~$250,000 ~~and~~was ~~Derivatives~~paid ~~and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments~~to ~~and~~the ~~Contracts in an Entity~~Company’s ~~Own~~chairman ~~Equity.”~~of ~~ASU 2020-06 simplifies~~ the ~~accounting~~board, ~~for~~Roberto ~~convertible~~Valdes, ~~instruments~~of bywhich ~~reducing~~$150,000 ~~the number~~was ofused ~~accounting models~~ for ~~convertible~~the ~~debt~~construction ~~instruments~~of ~~and~~two ~~convertible~~model ~~preferred~~Villas ~~stock.~~at ~~Limiting the accounting models results~~our inplanned ~~fewer~~Plaza ~~embedded~~Bajamar ~~conversion~~development ~~features~~and ~~being~~$100,000 ~~separately recognized from the host contract~~ as ~~compared~~a ~~with~~down ~~current~~payment ~~GAAP.~~towards ~~Convertible~~the ~~instruments that~~acquisition ~~continue~~of ~~to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to~~ the ~~host~~land ~~contract,~~from ~~that~~Valdeland. ~~meet~~As ~~the definition~~ of aDecember ~~derivative~~31, 2024 and ~~that~~2023, dothe ~~not~~Company ~~qualify~~has ~~for a scope exception from derivative accounting and (2) convertible debt instruments~~ issued ~~with substantial premiums for which the premiums are recorded as paid-in capital. In addition~~250, ~~ASU~~000 ~~2020-06~~shares ~~amends~~of the ~~guidance for the derivatives scope exception for contracts in an entity~~Company’s ~~own~~common ~~equity~~stock ~~to reduce form-over-substance-based accounting conclusions. The Amendments also affects the diluted EPS calculation~~ for ~~instruments~~total ~~that~~amount ~~may~~of be$150,000 ~~settled~~reported inunder ~~cash or shares~~Prepaid and ~~for~~other ~~convertible~~current ~~instruments.~~assets ~~The~~in ~~amendments~~the ~~are~~consolidated ~~effective~~balance ~~for~~sheets ~~public~~towards ~~entities~~the ~~excluding~~purchase ~~smaller~~of ~~reporting~~the ~~companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years~~land. ~~For~~The ~~all~~balance ~~other~~was ~~entities,~~fully ~~the~~impaired ~~amendments~~during ~~are effective~~the ~~for~~year ~~fiscal~~ended ~~years beginning after~~ December 1531, ~~2023, including interim periods within those fiscal years~~2022. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods. Management is currently evaluating the potential impact of the Update on its financial statements.

~~In June~~Valdeland ~~2016,~~has ~~the~~completed ~~FASB~~a ~~issued ASU No. 2016~~two-~~13,~~bedroom ~~Financial~~model ~~Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 provides guidance for estimating credit losses on certain types of financial instruments~~home, ~~including~~ ~~trade receivables, by introducing~~ an ~~approach~~enhanced ~~based on expected losses. The expected loss approach will require entities to incorporate considerations of historical information~~entrance, ~~current information~~ and ~~reasonable~~interior ~~and~~roads ~~supportable~~as ~~forecasts.~~well ~~The~~as ~~guidance~~site ~~requires~~preparation afor ~~modified retrospective~~four ~~transition method and early adoption is permitted. In November 2019, FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses, Derivatives and Hedging, and Leases~~ (~~“ASU 2019-10”~~4), ~~which~~new ~~defers~~homes ~~the~~adjacent ~~adoption~~to ofthe ~~ASU~~model ~~2016-13 for smaller reporting companies until periods beginning after December 15, 2022~~home. ~~The~~It ~~Company~~ has ~~not~~commenced construction ~~yet~~on ~~adopted~~four ~~ASU~~residential ~~2016-13~~lots ~~and~~following ~~will continue to evaluate~~ the ~~impact~~payment of ~~ASU~~the ~~2016-13~~required onminimum ~~its~~deposits ~~consolidated~~from ~~financial statements~~buyers.

~~In June~~The ~~2016,~~Company funded the ~~FASB~~construction issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 provides guidance for estimating credit losses on certain types of financial instruments, including trade receivables, by ~~introducing~~ an ~~approach based on expected losses. The expected loss approach will require entities to incorporate~~additional ~~considerations of historical information~~$179,700 ~~current~~during ~~information~~the ~~and~~year ~~reasonable~~ended ~~and~~December ~~supportable~~31, ~~forecasts~~2023. ~~The~~Valdeland ~~guidance~~is ~~requires~~the aconstruction ~~modified retrospective~~contractor ~~transition method~~ and ~~early adoption~~ is ~~permitted.~~also Inan ~~November~~entity ~~2019,~~controlled ~~FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses, Derivatives~~ and ~~Hedging, and Leases (“ASU 2019-10”), which defers the adoption of ASU 2016-13~~owned ~~for~~by ~~smaller~~Roberto ~~reporting companies until periods beginning after December 15, 2022~~Valdes. ~~The Company has not yet adopted ASU 2016-13 and will continue to evaluate the impact of ASU 2016-13 on its consolidated financial statements.~~

The ~~Company~~ ~~has~~balance ~~evaluated~~of ~~all~~construction ~~the~~in ~~recent~~process ~~accounting~~for ~~pronouncements~~Plaza Bajamar totaled $0 as of December 31, 2024 and ~~determined~~2023. ~~that~~During ~~there~~the ~~are~~year noended ~~other~~December ~~accounting~~31, ~~pronouncements~~2023, ~~that~~the Company fully impaired the accumulated costs ~~will~~related ~~have~~to aPlaza ~~material~~Bajamar, ~~effect~~due onto the ~~Company’s~~uncertainty ~~consolidated~~pertaining ~~financial~~to ~~statements~~title transfer for a total amount of $179,700.

F-1716

~~NOTE~~Within the “restricted zone,” a foreigner 3can –purchase ~~ASSET~~the ~~PURCHASE~~beneficial ~~AND~~interest ~~TITLE~~in ~~TRANSFER~~real property through a bank trust or “fideicomiso.” Indeed, a bank trust must be used when acquiring property within the restricted zone. In this bank trust, the buyer of the property is designated as the “fideicomisario” or the beneficiary of the trust. While legal title is held by the bank, (specifically the trustee of the trust or the “fiduciario,”) the trustee must administer the property in accordance with the instructions of the buyer (the beneficiary of the trust). The property is not an asset of the bank, and the trustee is obligated to follow every lawful instruction given by the beneficiary to perform legal action. The Company has not yet established the bank trust, which is anticipated to occur before the end of the fiscal year 2025.

~~Emerald~~As of December 31, 2024, Valdeland sold six (6) house ~~Grove~~constructions ~~Asset~~on ~~Purchase~~residential lots for an estimated price of $1.5 million, of which $0.5 million has been paid and collected by the Company and initially presented under contract liability in the consolidated balance sheets. However, the Company offset the balance of construction in process with the contract liability with the net balance written off due to the uncertainty pertaining to the transfer of title.

~~On July~~Rancho ~~30,~~Costa ~~2018,~~Verde ~~Jason~~Development Sunstein, the Chief Financial Officer, entered into a Residential Purchase Agreement) to acquire real property located in Hemet, California, which included approximately 80 acres of land and a structure for $1.1 million from an unrelated seller. The property includes the main parcel of land with an existing structure along with three additional parcels of land which are vacant plots to be used for the purpose of development (“~~vacant plots~~RCVD”. The purpose of the transaction was as an investment in real property to be assigned to the Company subsequent to acquisition. The property was acquired by Mr. Sunstein since it was required that the seller transfer the property for consideration to an individual versus a separate legal entity. On March 18, 2019, Mr. Sunstein assigned the deed of the property to the Company. The total of the consideration plus acquisition costs assets of $1,122,050 was allocated to land and building in the following amounts: $271,225 – Land; $850,825 – Building.)

~~The land~~RCVD is ana ~~indefinite~~

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