Intl Land Alliance Files S-1/A Update

TL;DR

ILA filed S-1/A, showing $0 assets and preferred stock as of Sept 30, 2024. Major changes or cleanup?

AI Summary

International Land Alliance Inc. filed an S-1/A amendment on January 7, 2025, detailing its financial position. As of September 30, 2024, the company reported $0 in non-related party assets and $0 in related party assets, with preferred stock balances also at $0 for Series A, B, C, and D. This filing provides updated information on the company's capital structure and financial status.

Why It Matters

This S-1/A filing provides an update on International Land Alliance Inc.'s financial disclosures, which is crucial for investors to assess the company's current financial health and any changes in its capital structure.

Risk Assessment

Risk Level: medium — The filing shows zero assets and zero preferred stock balances, which could indicate significant financial distress or a restructuring, warranting caution.

Key Numbers

• $0 — Non-related Party Assets (As of September 30, 2024, indicating no assets held by non-related parties.)
• $0 — Related Party Assets (As of September 30, 2024, indicating no assets held by related parties.)
• $0 — Preferred Stock (Series A, B, C, D) (As of September 30, 2024, showing no outstanding preferred stock.)

Key Players & Entities

• International Land Alliance Inc. (company) — Filer of the S-1/A amendment.
• 20250107 (date) — Date the S-1/A filing was submitted.
• 2024-09-30 (date) — Reporting date for financial data in the filing.
• 0 (dollar_amount) — Reported balance for non-related party assets as of 2024-09-30.
• 0 (dollar_amount) — Reported balance for related party assets as of 2024-09-30.

FAQ

Key Financial Figures

• $0.001 — __________ shares of our common stock, $0.001 par value per share. We assume a public
• $0.129 — 2025, our common stock on the OTCQB was $0.129 per share (will be adjusted to give eff
• $1.1 million — 80 acres of land and two structures for $1.1 million. The property includes the main parcel
• $13.5 million — or a total contractual consideration of $13.5 million. Recent Developments Anticipated Am
• $27.2 million — e Company has an accumulated deficit of $27.2 million as of December 31, 2023, and never oper
• $2.1 million — r the year ended December 31, 2023, was $2.1 million. This loss and deficit may impact the f

Filing Documents

• forms-1a.htm (S-1/A) — 4066KB
• ex23-1.htm (EX-23.1) — 4KB
• ex23-2.htm (EX-23.2) — 5KB
• ex107.htm (EX-FILING FEES) — 15KB
• forms-1_001.jpg (GRAPHIC) — 11KB
• ex23-1_001.jpg (GRAPHIC) — 10KB
• form10-k_001.jpg (GRAPHIC) — 13KB
• ex23-2_001.jpg (GRAPHIC) — 15KB
• 0001493152-25-001266.txt ( ) — 15440KB
• ilal-20240930.xsd (EX-101.SCH) — 74KB
• ilal-20240930_cal.xml (EX-101.CAL) — 74KB
• ilal-20240930_def.xml (EX-101.DEF) — 469KB
• ilal-20240930_lab.xml (EX-101.LAB) — 610KB
• ilal-20240930_pre.xml (EX-101.PRE) — 543KB
• forms-1a_htm.xml (XML) — 3173KB

Risk Factors

Risk Factors 3 Special Note Regarding Forward-Looking Statements 14

Use of Proceeds

Use of Proceeds 14 Market for Common Stock and Related Stockholder Matters 14 Dividend Policy 17 Capitalization 17

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 19

Business

Business 27 Management 31 Transactions with Related Persons 37

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 39

Description of Capital Stock

Description of Capital Stock 41

Underwriting

Underwriting 43 Legal Matters 47 Experts 47 Where You Can Find More Information 47

Financial Statements

Financial Statements F-1 ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus, as supplemented and amended. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus. We take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. Neither we nor the underwriter is making an offer to sell or seeking offers to buy these securities in any jurisdiction where, or to any person to whom, the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of operations and future growth prospects may have changed since that date. For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States. We urge you to read carefully this prospectus, as supplemented and amended, before deciding whether to invest in any of the securities being offered. As used in this prospectus and unless otherwise indicated, the terms "we," "us," "our," or the "Company" refer to International Land Alliance, Inc. and our wholly owned subsidiary. PROSPECTUS

Business

Business Overview We are a residential land development company with target properties located primarily in the Baja California Norte region of Mexico and Southern California. Our principal activities are purchasing properties, obtaining zoning and other entitlements required to subdivide the properties into residential and commercial building 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. We offer the option of financing (i.e., taking a promissory note from the buyer for all or part of the purchase price) with a guaranteed acceptance on any purchase for every customer. Acquisition History 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 Chairman, Roberto Valdes, to convey into an irrevocable trust, with the Company named as beneficiary, to acquire 10 acres of land in Ensenada, Baja California, known as the Valle Divino, free of lien and encumbrances. 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 Chairman, 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 transf

RISK FACTORS

RISK FACTORS Investing in our securities includes a high degree of risk. Prior to making a decision about investing in our securities, you should consider carefully the specific factors discussed below, together with all of the other information contained in this prospectus, including information in the section of this document entitled "Special Note Regarding Forward-Looking Statements." Our business, financial condition, results of operations and prospects could be materially and adversely affected by these risks. All share and per share numbers in this prospectus will be adjusted to give effect to our proposed reverse split at a ratio of 1-for-___, except in the financial statements or as otherwise indicated. 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 $27.2 million as of December 31, 2023, and never operated at a profit, and our loss for the year ended December 31, 2023, was $2.1 million. This loss and deficit may impact the future of the Compa