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

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

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

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

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

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

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

As of ~~November 20, 2020,~~August 17, 2021, the registrant had ~~23,200,654~~ 31,329,327 shares of common stock, $0.001 par value per share, outstanding.

	September 30, 2020			December 31, 2019			June 30, 2021			December 31, 2020
	(unaudited)						(unaudited)			(audited)
ASSETS
Current assets
Cash	$	16,221		$	172,526		$	16,841		$	13,171
Prepaid and other current assets		85,425			-			207,839			225,199
Total current assets		101,646			172,526			224,680			238,370

Land		271,225			271,225			271,225			271,225
Land Held for Sale		647,399			647,399			647,399			647,399
Buildings, net		846,446			880,789			934,752			860,594
Furniture and equipment, net								2,682			-
Construction in Process		250,000			250,000			508,647			353,000
Equity-method investment								2,686,942			-
Other non-current assets		42,158			10,540			34,732			34,693
Total assets	$	2,158,874		$	2,232,479		$	5,311,059		$	2,405,281

LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities	$	515,601		$	100,159		$	978,257		$	869,864
Contract liability		76,267			50,000			112,163			111,684
Deposits		101,000			82,580			212,980			95,000
Promissory notes, net of debt discounts		633,516			391,543			411,492			1,875,164
Promissory notes, net of debt discounts– Related Party		356,453			361,466
Promissory notes, net of debt discounts– Related Parties								949,257			361,989
Total current liabilities		1,682,837			985,748			2,664,149			3,313,701

Promissory Notes, net of current portion		1,077,023			1,076,937
Promissory notes, net of current portion								1,711,687			-

Total liabilities		2,759,860			2,062,685			4,375,836			3,313,701

Commitments and Contingencies (Note 7)
Temporary Equity		293,500			293,500
Commitments and Contingencies (Note 8)								-

Stockholders’ deficit
Preferred stock; $0.001 par value; 2,000,000 shares authorized; 28,000 Series A shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively		28			28
1,000 and 1,000 Series B shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively		1			1
Common stock; $0.001 par value; 100,000,000 shares authorized; 22,430,654 and 20,614,289 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively		22,431			20,615
Preferred Stock Series B (Temporary Equity)								293,500			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 June 30, 2021, and December 31, 2020.								28			28
1,000 Series B shares issued and outstanding as of June 30, 2021, and December 31, 2020.								1			1
Preferred stock, value
Common stock; $0.001 par value; 75,000,000 shares authorized; 28,329,327 and 23,230,654 shares issued and outstanding as of June 30, 2021, and December 31, 2020, respectively								28,330			23,231
Additional paid-in capital		8,297,930			6,702,750			13,302,329			8,705,620
Stock (receivable) payable		(251,288	)		127,858			(81,896	)		(289,044	)
Accumulated deficit		(8,963,588	)		(6,974,958	)		(12,607,069	)		(9,641,756	)
Total stockholders’ deficit		(894,486	)		(123,706	)
Total stockholders’ equity (deficit)								641,723			(1,201,920	)

Total liabilities and stockholders’ deficit	$	2,158,874		$	2,232,479
Total liabilities and stockholders’ equity (deficit)							$	5,311,059		$	2,405,281

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

													June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
	For the Three months ended						For the Nine months ended						For the three months ended						For the six months ended
	September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019			June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Revenues, net	$	14,076		$	8,493		$	39,908		$	463,799		$	8,340		$	10,749		$	17,559		$	25,832

Cost of revenues		-			779			-			21,042			-			-			-			-

Gross profit		14,076			7,714			39,908			442,757			8,340			10,749			17,559			25,832

Operating expenses
Sales and marketing		14,860			-			431,682			-			1,198,300			58,223			1,215,200			416,822
General and administrative expenses		600,609			426,024			1,325,154			1,094,737			649,398			318,430			1,420,245			724,545
Total operating expenses		615,469			426,024			1,756,836			1,094,737			1,847,698			376,653			2,635,445			1,141,367

Loss from operations		(601,393	)		(418,310	)		(1,716,928	)		(651,980	)		(3,015,358	)		(365,904	)		(2,617,886	)		(1,115,535	)

Other income (expense)
Gain on settlement		-			-			-			8,406
Loss on derivative liability		-			(33,921	)		-			(33,921	)
Other income (expense)														2,499			-			(8,377	)		-
Income from equity-method investment														6,942			-			6,942			-
Interest expense		(77,577	)		(61,490	)		(271,702	)		(246,440	)		(144,913	)		(97,623	)		(345,992	)		(194,125	)
Total other income (expense)		(77,577	)		(95,411	)		(271,702	)		(271,955	)
Total other expense														(135,472	)		(97,623	)		(347,427	)		(194,125	)

Net loss	$	(678,970	)	$	(513,721	)	$	(1,988,630	)	$	(923,935	)	$	(1,974,830	)	$	(463,527	)	$	(2,965,313	)	$	(1,309,660	)

Loss per common share - basic and diluted	$	(0,03	)	$	(0.03	)	$	(0.09	)	$	(0.06	)	$	(0.08	)	$	(0.02	)	$	(0.12	)	$	(0.06	)

Weighted average common shares outstanding - basic and diluted		22,307,719			19,210,253			21,187,461			16,672,181			25,975,729			21,287,181			24,743,583			21,005,351

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

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021, and ~~2019~~2020.

	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Additional Paid-in		Stock Payable			Accumulated			Total Stockholders’			Shares		Amount		Shares		Amount		Shares		Amount		Capital			payable			Deficit			Deficit
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		(receivable)			Deficit			Deficit			Series A Preferred Stock				Series B Preferred Stock				Common Stock				Additional Paid-in			Stock			Accumulated			Total Stockholders’
Balance, December 31, 2018		28,000	$	28		-	$	-		15,927,901	$	15,928	$	4,762,547	$	35,420		$	(5,378,872	)	$	(564,949	)
Common stock and warrants sold for cash		-		-		-		-		-		-		-		10,000			-			10,000
Common stock, warrants and plots promised for cash, net		-		-		-		-		50,000		50		15,445		17,500			-			32,995
Common stock issued for warrant exercise		-		-		-		-		-		-		-		46,000			-			46,000
Net loss		-		-		-		-		-		-		-		-			(234,518	)		(234,518	)
Balance, March 31, 2019		28,000	$	28		-	$	-		15,977,901	$	15,978	$	4,777,992	$	108,920		$	(5,613,390	)	$	(710,472	)
Consideration for title transfer of Oasis Park Resort		-		-		-		-		-		-		670,000		(670,000	)		-			-
Common stock, warrants sold for cash		-		-		-		-		90,000		90		42,410		(10,000	)		-			32,500
Common stock, warrants and plots promised for cash, net		-		-		-		-		389,200		389		141,845		(52,920	)		-			89,314
Common stock issued for warrant exercise		-		-		-		-		768,000		768		129,232		(46,000	)		-			84,000
Common stock issued for services		-		-		-		-		1,656,000		1,656		163,944		-			-			165,600
Transfer of title for Oasis Park Resort		-		-		-		-		-		-		-		670,000			-			670,000
Net loss		-		-		-		-		-		-		-		-			(175,696	)		(175,696	)
Balance, June 30, 2019		28,000	$	28		-	$			18,881,101	$	18,881	$	5,925,423	$	-		$	(5,789,086	)	$	155,246
Common stock, warrants and plots promised for cash, net		-		-		-		-		50,000		50		13,957		-			-			14,007
Common stock and warrants sold for cash		-		-		-		-		270,000		270		121,230		30,000			-			151,500
Stock issuable upon execution of convertible debts		-		-		-		-		-		-		-		10,625			-			10,625
Common stock, warrants, and land issued for services		-		-		-		-		132,000		132		126,416		420			-			126,968
Net loss		-		-		-		-		-		-		-		-			(513,721	)		(513,721	)
Balance September 30, 2019		28,000	$	28		-	$	-		19,333,101	$	19,333	$	6,187,026	$	41,045		$	(6,302,807	)	$	(55,375	)
																								Shares		Amount		Shares		Amount		Shares		Amount		Capital			payable			Deficit			Deficit
Balance, December 31, 2019		28,000	$	28		1,000	$	1		20,614,289	$	20,615	$	6,702,750	$	127,858		$	(6,974,958	)	$	(123,706	)		28,000	$	28		1,000	$	1		20,614,289	$	20,615	$	6,702,750		$	127,858		$	(6,974,958	)	$	(123,706	)
Stock options granted for services		-		-		-		-		-		-		173,951		-			-			173,951			-		-		-		-		-		-		173,951			-			-			173,951
Common stock issued for warrant exercise		-		-		-		-		120,000		120		59,880		18,808			-			78,808			-		-		-		-		120,000		120		59,880			18,808			-			78,808
Common stock issued for services		-		-		-		-		50,000		50		236,698		-			-			236,748			-		-		-		-		50,000		50		236,698			-			-			236,748
Common stock to be issued and plots promised for cash		-		-		-		-		-		-		-		120,668			-			120,668			-		-		-		-		-		-		-			120,668			-			120,668
Stock issued in connection with debts
Stock issued in connection with debt, shares
Common stock and warrants sold for cash
Common stock and warrants sold for cash, shares
Common stock, warrants and plots promised for cash, net
Common stock, warrants and plots promised for cash, net, shares
Common stock issued with debt settlement
Common stock issued with debt settlement, shares
Commitment shares issued
Commitment shares issued, shares
Common stock issued against accrued interest due to related party
Common stock issued against accrued interest due to related party, shares
Common stock to be issued for cash
Common stock issued from plot sale
Common stock issued from plots sale, shares
Common stock granted for services
Stock-based compensation
Dividend on Series Preferred
Common stock issued with plot purchase
Common stock issued with plot purchase shares
Common stock issued for warrant and option exercise
Common stock issued for warrant and option exercise, shares
Common stock issued with equity-method investment
Common stock issued with equity method investment shares
Common stock issued pursuant to consulting agreements
Common stock issued pursuant to consulting agreements shares
Common stock issued for cash
Common stock issued for cash, shares
Net loss		-		-		-		-		-		-		-		-			(846,133	)		(846,133	)		-		-		-		-		-		-		-			-			(846,133	)		(846,133	)
Balance, March 31, 2020		28,000	$	28		1,000	$	1		20,784,289	$	20,785	$	7,173,279	$	267,334		$	(7,821,091	)	$	(359,664	)		28,000	$	28		1,000	$	1		20,784,289	$	20,785	$	7,173,279		$	267,334		$	(7,821,091	)	$	(359,664	)
Stock issued in connection with debts		-		-		-		-		171,923		171		126,889		(97,858	)		-			29,202			-		-		-		-		171,923		171		126,889			(97,858	)		-			29,202
Common stock and warrants sold for cash		-		-		-		-		214,282		215		86,093		(3,808	)		-			82,500			-		-		-		-		214,282		215		86,093			(3,808	)		-			82,500
Common stock to be issued and plots promised for cash		-		-		-		-		500,160		500		152,516		(120,668	)		-			32,348
Common stock, warrants and plots promised for cash, net																									-		-		-		-		500,160		500		152,516			(120,668	)		-			32,348
Net loss		-		-		-		-		-		-		-		-			(463,527	)		(463,527	)		-		-		-		-		-		-		-			-			(463,527	)		(463,527	)
Balance, June 30, 2020		28,000	$	28		1,000	$	1		21,670,654	$	21,671	$	7,538,777	$	45,000		$	(8,284,618	)	$	(679,141	)		28,000	$	28		1,000	$	1		21,670,654	$	21,671	$	7,538,777		$	45,000		$	(8,284,618	)	$	(679,141	)
Stock and warrants issued for services		-		-		-		-		400,000		400		686,216		(268,788	)		-			417,828
Common stock and warrants sold for cash		-		-		-		-		210,000		210		52,290		(27,500	)		-			25,000
Common stock to be issued and plots promised for cash		-		-		-		-		150,000		150		20,647		-			-			20,797

Balance, December 31, 2020																									28,000	$	28		1,000	$	1		23,230,654	$	23,231	$	8,705,620		$	(289,044	)	$	(9,641,756	)	$	(1,201,920	)
Common stock issued with debt settlement																									-		-		-		-		118,000		118		84,480			(75,628	)		-			8,970
Commitment shares issued																									-		-		-		-		85,000		85		130,815			-			-			130,900
Common stock issued against accrued interest due to related party																									-		-		-		-		29,727		30		10,969			-			-			10,999
Common stock to be issued for cash																									-		-		-		-		-		-		-			45,000			-			45,000
Common stock issued from plot sale																									-		-		-		-		100,000		100		32,412			(32,512	)		-			-
Common stock granted for services																									-		-		-		-		-		-		(315,288	)		315,288			-			-
Stock-based compensation																									-		-		-		-		-		-		67,380			280,000			-			347,380
Dividend on Series Preferred																									-		-		-		-		-		-		(15,000	)		-			-			(15,000	)
Net loss		-		-		-		-		-		-		-		-			(678,970	)		(678,970	)		-		-		-		-		-		-		-			-			(990,483	)		(990,483	)

Balance, September 30, 2020		28,000	$	28		1,000	$	1		22,430,654	$	22,431	$	8,297,930	$	(251,288	)	$	(8,963,588	)	$	(894,486	)
Balance, March 31, 2021																									28,000	$	28		1,000	$	1		23,563,381	$	23,564	$	8,701,388		$	243,104		$	(10,632,239	)	$	(1,664,154	)
Common stock issued with plot purchase																									-		-		-		-		70,000		70		29,451			-			-			29,521
Common stock issued for warrant and option exercise																									-		-		-		-		1,160,000		1,160		98,840			-			-			100,000
Common stock issued with equity-method investment																									-		-		-		-		3,000,000		3,000		2,577,000			-			-			2,580,000
Common stock issued for cash																									-		-		-		-		140,000		140		64,860			(45,000	)		-			20,000
Common stock issued pursuant to consulting agreements																									-		-		-		-		395,946		396		538,712			(280,000	)		-			259,108
Dividend on Series Preferred																									-		-		-		-		-		-		(15,000	)		-			-			(15,000	)
Stock-based compensation																									-		-		-		-		-		-		1,307,078			-			-			1,307,078
Net loss																									-		-		-		-		-		-		-			-			(1,974,830	)		(1,974,830	)
Balance, June 30, 2021																									28,000	$	28		1,000	$	1		28,329,327	$	28,330	$	13,302,329		$	(81,896	)	$	(12,607,069	)	$	641,723

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

							June 30, 2021			June 30, 2020
	For the nine months ended						For the six months ended
	September 30, 2020			September 30, 2019			June 30, 2021			June 30, 2020

Cash Flows from Operating Activities
Net loss	$	(1,988,630	)	$	(923,935	)	$	(2,965,313	)	$	(1,309,660	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		828,527			266,842			1,922,536			410,699
Gain on settlement of liability payable		-			(8,406	)
Value of land issued for services in excess of cost		-			25,726
Loss on derivative liabilities		-			33,921
Loss on debt extinguishment								10,876			-
Depreciation and amortization		34,343			27,461			23,387			22,812
Income from equity-method investment								(6,942	)		-
Amortization of debt discount		106,161			33,531			136,975			84,899
Expenses paid by related party								25,462			-
Changes in assets and liabilities
Prepaid and other current assets		(85,425	)		(15,642	)		124,580			(129,997	)
Accounts payable and accrued liabilities		415,442			(283,512	)		215,444			411,459
Other non-current assets		(31,618	)		-			(39	)		(21,079	)
Contract liability		26,267			63,000			30,000			22,064
Land held for sale		-			(17,925	)
Deposits		18,420			-			117,980			12,420
Net cash used in operating activities		(676,513	)		(798,939	)		(365,054	)		(496,383	)

Cash Flows from Investing Activities
Asset acquisition		-			(476,525	)
Equity-method investee acquisition								(100,000	)		-
Building and Construction in Progress payments								(171,259	)		-
Net cash used in investing activities		-			(476,525	)		(271,259	)		-

Cash Flows from Financing Activities
Common stock and warrants sold for cash		186,308			194,000
Common stock, warrants and options sold for cash								65,000			161,308
Common stock, warrants and plots promised for cash, net		173,813			136,316			100,000			153,016
Common stock issued from warrant exercise		-			130,000
Cash payments on promissory notes- related party								(152,543	)		(60,000	)
Cash payments on promissory notes		(21,554	)		(984,362	)		(593,196	)		(5,832	)
Cash proceeds from promissory notes		257,641			1,730,851
Cash proceeds from convertible debt		-			75,000
Cash payment on convertible debt		-			(7,000	)
Cash payments on promissory notes		(76,000	)		-
Cash proceeds from convertible notes								288,874			246,241
Cash proceeds from promissory notes- related party								563,112			-
Cash proceeds from refinancing								368,736			-
Net cash provided by financing activities		520,208			1,274,805			639,983			494,733

Net decrease in Cash		(156,305	)		(659	)
Net increase (decrease) in Cash								3,670			(1,650	)

Cash, beginning of period		172,526			971			13,171			172,526

Cash, end of period	$	16,221		$	312		$	16,841		$	170,876

Supplemental disclosure of cash flow information
Cash paid for interest	$	63,396		$	46,504		$	75,513		$	54,596
Cash paid for income tax	$	-		$	-		$	-		$	-

Non-Cash investing and financing transactions
Lot obligation satisfied for land	$	-		$	20,191
Dividend on Series B							$	30,000		$	-
Original issue discount on note payable	$	28,500		$	-		$	-		$	28,500
Debt discount issued on notes payable	$	29,202		$	75,000
Title transfer for Oasis Park Resort	$	-		$	670,000
Acquisition and mortgage assumed as part of asset purchase	$	-		$	605,000
Debt discount issue don note payable							$	-		$	29,202
Shares issued with debt modification							$	8,970		$	-
Cancellation of previously issued common stock							$	315,288		$	-
Interest on notes paid by related party							$	11,067		$	-
Construction in progress paid by related party							$	84,614		$	-
Common stock issued as consideration for equity-method investee							$	2,580,000		$	-
Commitment shares issued with convertible note							$	130,900		$	-
Common stock issued in settlement of related party accrued interest on note							$	10,999		$	-

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

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

On March 5,18, 2019, the Company ~~received its trading symbol “ILAL”~~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 plots to be used for the purpose of development. The Company is generating Airbnb sales and lease income from ~~FINRA. On April 4,~~this property.

In October 2019, the Company ~~was~~entered into an agreement with Valdeland, S.A. de C.V.(“Valdeland”), a Mexican corporation controlled by our CEO, Robert Valdes, to acquire 1 acre of land at the Bajamar Ocean Front Golf Resort in Ensenada, Baja California, known as the Costa Bajamar. The transfer of title to 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 ~~to have its common stock traded on~~and transferred by the ~~OTCQB.~~ end of our fourth fiscal quarter of 2021, there is no assurance that such transfer of title will be approved in that time frame or at all.

On ~~April 12, 2019,~~October 25, 2020, the Company ~~became eligible~~entered into a business agreement with A&F Agriculture LLC (“A&F”), in which the parties agreed to operate a business for ~~electronic clearing and settlement through~~ the ~~Depository Trust Company (“DTC”)~~purpose of commercially cultivating industrial hemp at the Company’s property in Southern California. A&F will be the ~~United States. The DTC is a subsidiary~~managing party of the ~~Depository Trust & Clearing Corporation~~business agreement. The Company will provide A&F with the land and ~~manages~~water supply for the electronic clearing and settlement of publicly traded companies. Securities that are eligible to be electronically cleared and settled through DTC are considered “DTC eligible.” This electronic method of clearing securities creates efficiencypurpose of the ~~receipt~~cultivation. All revenue and expenses associated with the cultivation will be split equally among parties.

On March 29, 2021, the Company executed a Letter of ~~stock~~Intent (the “LOI”) to acquire two parcels of land in Rosarito Beach, Baja California, Mexico, with total surface area of roughly 32 acres valued at approximately $6 million. The all-stock transaction includes plans and ~~cash,~~permits for an existing 450-homesite project situated near the Pacific Ocean, with existing sales averaging $50,000 per residential plot. The LOI includes the accounts receivable for plots sold and ~~thus accelerates~~ the ~~settlement process for investors~~remaining unsold plots. The closing is subject to standard conditions including, completion of due diligence by both parties and ~~brokers, enabling~~ the ~~stock~~negotiation and execution of mutually acceptable definitive documents. The Agreement merely represents the present understanding with respect to ~~be traded over a much wider selection of brokerage firms by coming into compliance with their requirements. Being DTC eligible~~the intended acquisition transaction and is ~~expected to greatly simplify~~not binding upon the ~~process of trading and transferring the Company’s common shares on the OTCQB.~~parties.

The unaudited financial statements herein have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The accompanying interim unaudited financial statements have been prepared under the presumption that users of the interim financial information have either read or have access to the audited financial statements for the latest year ended December 31, ~~2019.~~2020. Accordingly, note disclosures which would substantially duplicate the disclosures contained in the December 31, ~~2019~~2020, audited financial statements have been omitted from these interim unaudited financial statements.

Certain information and note disclosures included in the financial statements prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP” or “GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the ~~three and nine~~six months ended ~~September~~June 30, ~~2020,~~2021, are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2020.~~2021. For further information, refer to the audited financial statements and notes for the year ended December 31, ~~2019~~2020, included in the Company’s Annual Report on Form 10-K filed with the SEC on April ~~14, 2020.~~2, 2021.

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

Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements were available to be issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has faced significant liquidity shortages as shown in the accompanying financial statements. As of ~~September~~June 30, ~~2020,~~2021, the Company’s current liabilities exceeded its current assets by ~~$1,581,191.~~$2.4 million. The Company has recorded a net loss of ~~$1,988,630~~approximately $2.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021, and has an accumulated deficit of ~~$8,963,588~~$12.6 million as of ~~September~~June 30, ~~2020.~~2021. Net cash used in operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021, was ~~$676,513.~~approximately $0.4 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company’s capital resources will significantly improve if its plots of land gain wider market recognition and acceptance resulting in increased plot sales. IfSubsequent to June 30, 2021, the Company ~~is not successful~~entered into securities purchase agreements with ~~its marketing efforts to increase sales~~institutional and weak demand for purchase of plots continues, the Company will experience a shortfall in cash and it will be necessary to further reduce its operating expenses in a manner or obtain funds through equity or debt financing in sufficient amounts to avoid the need to curtail its future operations subsequent to December 31, 2019. Given the liquidity and credit constraints in the markets, the business may suffer, should the credit markets not improve in the near future. The direct impact of these conditions is not fully known. 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 orderaccredited investors for the ~~Company to generate positive cash flow to sustain the operations~~issuance of ~~the Company.~~an aggregate of 3,000,000 shares of common stock with an equivalent number of warrants for net proceeds of $1.9 million (See note 10).

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

The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, ILA Fund I, LLC (the “ILA Fund”), a company incorporated in the State of Wyoming and International Land Alliance, S.A. de C.V., a company incorporated in Mexico (“ILA Mexico”);, Emerald Grove Estates LLC (“Emerald Estates”), incorporated in the State of California; the Company has a ~~100%~~100% equity interest in ILA ~~Mexico.~~Mexico and in Emerald Estates. ILA Fund includes cash as its only assets with minimal expenses as of ~~September~~June 30, ~~2020.~~2021. The sole purpose of ~~this entity~~ILA Fund is strategic funding for the operations of the Company. ILA Mexico has ~~lots~~plots held for sale for the Oasis Park Resort, no liabilities, and minimal expenses as of ~~September~~June 30, ~~2020.~~2021. The Company granted deed of the property in Sycamore Road, Hemet, California to Emerald Estates. All intercompany balances and transactions are eliminated in consolidation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management regularly evaluates estimates and assumptions related to the valuation of assets and liabilities. Management bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from 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 Company operates as one reportable segment under ASC 280, Segment Reporting. The Chief Operating Decision Maker (“CODM”) regularly reviews the financial information of the Company at a consolidated level in deciding how to allocate resources and in assessing performances.

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company did ~~not~~0t have any cash equivalents as of ~~September~~June 30, 2021, and December 31, 2020, ~~and 2019,~~ respectively.

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

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or ~~liabilities~~liabilities.

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

The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of ~~September 30, 2020 and December 31, 2019~~any balance sheet dates presented or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as ~~cash, accounts~~cashaccounts payable, accrued liabilities, ~~and~~ related party and third-party notes payables 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.

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.

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

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

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

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

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

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

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

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

The Company expenses advertising costs when incurred. Advertising costs incurred amounted to $39,200 and $416,822 for the six months ended June 30, 2021, and 2020, respectively.

Debt issuance costs and 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.

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

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

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

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

~~At September 30, 2020 and December 31, 2019, there were~~ A beneficial conversion feature that arises from a ~~total of 360,000 and 50,000 warrants issued and outstanding convertible into common stock, respectively, and all warrants are considered anti-dilutive.~~

~~At September 30, 2020 and December 31, 2019, there were~~contingent conversion feature has no accounting impact until the contingency occurs. The Company evaluated whether it is necessary to recognize a ~~total of 1,200,000 and 0 options to purchase an equivalent number~~beneficial conversion feature by comparing the adjusted effective conversion price of the ~~Company’s~~convertible preferred stock with the commitment-date fair value of the entity’s common stock. The Company determined that a beneficial conversion feature existed, and recognized the beneficial conversion feature, creating a discount on the convertible preferred stock ~~respectively, under~~instrument. This discount was amortized in accordance with ASC 470-20-35-7. The amortization of the ~~Company’s equity incentive plan. All options~~discount created by a beneficial conversion feature, which is recognized as a result of the resolution of a contingency, is treated as a dividend that reduced net income in arriving at income available to common stockholders.

Securities that are ~~considered anti-dilutive.~~excluded from the calculation of weighted average dilutive common shares because their inclusion would have been antidilutive are:

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 ~~September~~June 30, ~~2020.~~2021.

The Company accounts for equity method investments at cost, adjusted for the Company’s share of the investee’s earnings or losses, which are reflected in the consolidated statements of operations. The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. As of June 30, 2021, the Company believes the carrying value of its equity method investments were recoverable in all material respects.

As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time, as the Company is no longer considered to be an EGC, which is expected to be on December 31, 2021.

In August 2020, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ~~“ASU~~Accounting Standard Update (“ASU”) No. 2020-06 ~~Debt~~(“ASU 2020-06”) “Debt-Debt with Conversion and Other Options (Subtopic ~~47020)~~470-20) and Derivatives and ~~Hedging—Contracts~~Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ~~which~~ASU 2020-06 simplifies the accounting for convertible ~~instruments. The guidance removes certain~~instruments by reducing the number of accounting models ~~which separate~~for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify 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, ASU 2020-06 amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The Amendments also affects the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. ~~Either a modified retrospective method of transition or a fully retrospective method of transition is permissible~~The amendments are effective for ~~the adoption of this standard. Update No. 2020-06 is effective~~public entities excluding smaller reporting companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than ~~the~~ fiscal ~~year~~years beginning after December 15, ~~2020.~~2020, including interim periods. The Company adopted the new standard update on January 1, 2021, which did not have a material impact.

In February 2016, the FASB issued ASU 2016-02 (Topic 842), Leases, and issued subsequent amendments to the initial guidance or implementation guidance including ASU 2017-13, 2018-01, 2018-10, 2018-11, 2018-20 and 2019-01 (collectively, including ASU 2016-02, “ASC 842”), which supersedes the guidance in topic ASC 840, Leases. The new standard requires lessees to classify leases as either finance or operating based on whether or not the lease is ~~currently evaluating~~effectively a financed purchase by the ~~potential~~lessee. This classification will determine whether related expenses are recognized based on ~~its~~the effective interest method or on a straight-line basis over the term of the lease. For any leases with a term of greater than 12 months, ASU 2016-02 requires lessees to recognize a lease liability for the obligation to make the lease payments arising from a lease, and a right-of-use asset for the right to use the underlying asset for the lease term. An election can be made to account for leases with a term of 12 months or less similar to existing guidance for operating leases under ASC 840.

The new standard will also require new disclosures, including qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. For public companies, the new standard is effective for interim and annual reporting periods beginning after December 15, 2018. The accounting standard is effective for non-public entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. We have elected this extension and the effective date for us to adopt this standard will be for fiscal years beginning after December 15, 2021. The Company does not anticipate the new standard will have an impact since the Company does not currently has leases.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the Company to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. ASU 2016-13 is intended to replace the incurred loss impairment methodology in current US GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates to improve the quality of information available to financial statement users about expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.

In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments (“ASU 2019-04”). This amendment clarifies the guidance in ASU 2016-13. The guidance in ASU 2016-13 was further clarified by ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments (“ASU 2019-11”) issued in November 2019. ASU 2019-11 provides transition relief such as permitting entities an accounting policy election regarding existing TDRs, among other things. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”). The purpose of this amendment is to provide entities that have certain instruments within the scope of Subtopic 326-20, Financial Instruments-Credit Losses-Measured at Amortized Cost, with an option to irrevocably elect the fair value option in Subtopic 825-10, Financial Instruments-Overall, on an instrument-by-instrument basis. Election of this option is intended to increase comparability of financial statement information and reduce costs for certain entities to comply with ASU 2016-13. For public entities, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.

On July 30, 2018, Jason Sunstein, the Chief Financial Officer, entered into a Residential Purchase Agreement (“RPA” or “the Agreement”) to acquire real property located in Hemet, California, which included approximately 80 acres of land and a structure for ~~$1.1~~$1.1 million from an unrelated seller. The property includes the main parcel of land with an existing structure along with three additional parcels of land which are vacant ~~lots~~plots to be used for the purpose of development “vacant ~~lots”~~plots”. The purpose of the transaction was as an investment in real property to be assigned to the Company subsequent to acquisition. The property was acquired by Mr. Sunstein since it was required by the seller to transfer the property for consideration from an individual versus a separate legal entity. The transaction closed on March 18, 2019 and the consideration included a loan financed in the amount of $605,000 (see Note 6 - PrideCo) in addition to cash consideration of $524,613 which came from a portion of funds loaned by investors of the Company to be repaid as interest bearing notes payable (see Note 6). On March 18, 2019, Mr. Sunstein assigned the deed of the property to the Company. The mortgage obligation was assumed by the Company, as approved by the Board of Directors in March 2019. The mortgage loan was not assigned to the Company by the lender; however, the lender acknowledged that the transfer of the property to the Company did not trigger an event of default. Mr. Sunstein remained a guarantor on the mortgage until the debt was paid in full during the year ended December 31, 2019 through a refinancing transaction (see Note 6 – Velocity). The Company recorded the assets acquired and liabilities assumed at fair value on the date of assignment and assumption.

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

On June 18, 2019, Baja Residents Club SA de CV (“BRC”), a related party with common ownership and control by our CEO, Robert Valdes, , transferred title to the Company for the Oasis Park property which was part of a previously held land project consisting of 497 acres to be acquired and developed into Oasis Park resort near San Felipe, Baja. It was previously subject to approval by the Mexican government in Baja, California which was finalized in June 2019. As consideration for the promise to transfer title, the Company previously issued 7,500,000 shares of founder’s common stock that was valued at $750,000 or $0.10 per common share. No prior accounting was recorded for this issuance pending resolution of the contingency to transfer title, which was resolved during the year ended December 31, 2019. A portion of this value was allocated to the Oasis Park resort and a portion was allocated to other properties as the Company continues to receive transfer of title. ILA recorded the property held for sale on its balance sheet in the amount of ~~$670,000~~$670,000 and accordingly reduced the value as ~~lots~~plots are sold. As of ~~September~~June 30, ~~2020,~~2021, the Company reported a balance for assets held for sale of ~~$647,399.~~$647,399.

The Company transferred title to individual plots of land to the investors since the Company received this approval of change in transfer of title to ILA. The Company has not recognized any revenue for the three and six months ended June 30, 2021, since the Company did not sell any plots.

Land and buildings, net as of ~~September~~June 30, ~~2020~~2021, and December 31, ~~2019:~~2020:

	Useful life	September 30, 2020			December 31, 2019			Useful life	June 30, 2021			December 31, 2020
Land – Emerald Grove		$	271,225		$	271,225			$	271,225		$	271,225

Land held for sale – Oasis Park		$	647,399		$	647,399			$	647,399		$	647,399

Construction in Process		$	250,000		$	250,000			$	508,647		$	353,000

Furniture & equipment								5 years	$	2,682		$	-

Building – Emerald Grove	20 years		917,496			917,496		20 years		1,040,720			943,175
Less: Accumulated depreciation			(71,050	)		(36,707	)			(105,968	)		(82,581	)

Building, net		$	846,446		$	880,789			$	934,752		$	860,594

Depreciation expense was ~~$11,531~~$23,387 and ~~$34,343~~$22,812 for the ~~three and nine~~six months ended ~~September~~June 30, ~~2020. Depreciation expense~~2021, and 2020, respectively.

Additionally, in November and December 2019, $250,000 was ~~$11,769~~paid to our CEO, Roberto Valdes, $150,000 for constructing two model Villas at our planned Costa Bajamar development. The Company has not yet taken title to this property, which is currently owned by Valdeland, S.A. de C.V., an entity controlled by Roberto Valdes. The Company intends to purchase the land from this entity and ~~$27,461~~has paid $100,000 to Roberto Valdes as a down payment for this purchase. The $150,000 is the ~~three~~total construction cost budget that is intended to pay the construction contractor. During the year ended December 31, 2020, the Company issued the 250,000 shares of the Company’s common stock for total amount of $150,000 reported under prepaid and ~~nine~~other current assets in the condensed consolidated balance sheets. The Company funded the construction by an additional $155,647 during the six months ended ~~September~~June 30, ~~2019.~~2021. The construction contractor is also an entity controlled by Roberto Valdes. Construction commenced during the year ended December 31, 2020 but has not yet been completed. The balance of construction in process for Costa Bajamar totaled $508,647 and $353,000 as of June 30, 2021, and December 31, 2020, respectively.

The Company ~~entered into~~paid to its Chief Executive Officer salary for services directly related to continued operations of $0 and $5,000 for the six months ended June 30, 2021, and 2020, respectively. The Company has accrued $67,616 of compensation costs in relation to the employment agreement for the six months ended June 30, 2021, and 2020. The balance owed is $197,848 and $62,616 as of June 30, 2021, and 2020, respectively.

The Company paid to the Company’s Chief Financial Officer salary for services directly related to continued operations in the amount of $1,600 and $4,115 for the six months ended June 30, 2021, and 2020, respectively. The Company has accrued $67,616 of compensation costs in relation to the employment agreement for the six months ended June 30, 2021, and 2020. The balance owed is $136,277 and $63,501 as of June 30, 2021, and 2020, respectively

The Company paid to a relative to the Company’s Chief Financial Officer (formerly the Company’s Secretary) salary for services directly related to continued operations in the amount of $7,000 and $7,500 for the six months ended June 30, 2021, and 2020, respectively. The Company has accrued $46,076 of compensation cost in relation to the employment agreement in the six months ended June 30, 2021, and 2020. The balance owed is $114,428 and $38,576 as of June 30, 2021, and 2020.

In May 2021, the Company executed an employment agreement with the ~~Chief Executive Officer on January 1, 2020 to perform duties and responsibilities as may be assigned.~~Company’s new President. The base salary is in the amount of ~~$120,000~~$120,000 per annum, a ~~$500~~$500 monthly auto stipend, and four weeks of paid vacation. The Company ~~paid to its Chief Executive Officer consulting and payroll fees~~has accrued $18,808 as salary for ~~services directly related to continued operations~~services. The balance owed is $18,808 as of ~~$5,000 and $21,000 for the nine months ended September~~June 30, ~~2020 and 2019, respectively.~~

2021. The Company ~~entered into an employment agreement with the Chief Financial Officer on January 1, 2020 to perform duties and responsibilities~~also granted 50,000 shares of its common stock for total fair value of $66,000 as may be assigned. The base salary is in the amount of $120,000 per annum, a $500 monthly auto stipend, and four weeks of paid vacation. The Company paid its Chief Financial Officer consulting and payroll fees of $92,308 and $62,749 for the nine months ended September 30, 2020 and 2019, respectively.incentive bonus.

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

On October 25, 2019, the Company issued a promissory note to RAS, LLC ~~“RAS”~~(“RAS”), a company controlled by Lisa Landau, a former officer and related party to an officer of the Company, for ~~$440,803.~~$440,803. The proceeds of the note were largely used to repay shareholder loans and other liabilities. The loan bears interest at ~~10%~~10%. The loan matures on June 25, 2020, and is secured by 2,500,000 common shares and a Second Deed of Trust for property in Hemet, CA (Emerald Grove). Additionally, as in incentive to the note holder, the Company is required to issue to the holder 132,461 shares of common stock valued at ~~$97,858,~~$97,858, which was recorded as a debt discount as of December 31, 2019. As of ~~September~~June 30, ~~2020,~~2021, the discount has been fully amortized, and the note is shown less amortized discount of ~~$0.~~$0. The shares were issued on May 1, 2020. Interest expense for the ~~nine~~six months ended June 30, 2021, was $32,328. The Company issued 29,727 shares of common stock with fair value of $10,999 as payment for accrued interest in the six months ending ~~September~~June 30, ~~2020~~2021.

On March 31, 2021, the Company issued a promissory note to Six Twenty Capital Management LLC, a company controlled by Jason Sunstein, Chief Financial Officer of the Company, for $288,611. The proceeds of the note were largely used to fund current operations and ~~2019 was $26,758~~for general purposes. The loan bears interest at 8% and ~~$0, respectively.~~matures on March 31, 2022. The Company received additional funding of approximately $274,000 and repaid approximately $153,000 during the six months ended June 30, 2021. Six Twenty Capital Management LLC paid, on behalf of the Company, approximately $62,000 relating to the first agreed-upon installment from another convertible note. The Company recognized approximately $12,000 of interest expense in the three and six months ended June 30, 2021.

Promissory notes to related party consisted of the following at June 30, 2021, and December 31, 2020:

Promissory notes consisted of the following at June 30, 2021, and December 31, 2020:

Interest expense including amortization of the associated debt discount for the ~~nine~~six months ended June 30, 2021, and 2020 was $136,975 and $194,125, respectively.

On January 21, 2021, the Company refinanced its existing first and second mortgage loans on the 80 acres of land and the structure located at Sycamore Road in Hemet, California for aggregate amount of $1,787,000, carrying coupon at twelve (12) percent, payable in monthly interest installments of $17,870 starting on September 1st, 2021, and continuing monthly thereafter until maturity on February 1st, 2023, at which time all sums of principal and interest then remaining unpaid shall be due and payable. The balloon payment promissory note is secured by deed of trust. Upon execution, the Company paid $53,610 of loan origination fees, presented as debt discount in the consolidated balance sheets, and prepaid six (6) months of interest only installments totaling $107,220, presented as Prepaid and other current assets in the consolidated balance sheets. The refinanced amount paid off the first and second mortgage loans with a net funding to the Company of approximately $387,000, net of finders’ fees.

On February 25, 2021, the Company entered into a convertible promissory note pursuant to which it borrowed $500,000, net of an issuance costs of $25,500 and original issuance discount of $50,000. Interest under the convertible promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due on February 25, 2022. Additionally, as in incentive to the note holder, the note includes the issuance of 85,000 commitment shares of common stock with fair value of approximately $131,000 and additional 250,000 shares that must be returned to the Company if the note is fully repaid and satisfied on or prior to the maturity date. The note is convertible upon an event of default after the issuance date at the noteholder’s option into shares of our common stock at a fixed conversion price equal to $1.00, subject to standard anti-dilutive rights. Portion of the proceeds were used to retire an existing convertible note with Labrys for total amount of approximately $135,000. During the six-month ended June 30, ~~2020~~2021, Six Twenty Management (related party) paid, on behalf of the Company, the first installment due in June 2021 of $62,222, of which $55,555 was applied against the principal and ~~2019~~$6,667 against accrued interest.

On February 10, 2021, the Company accepted a settlement offer from Cash Call to settle its obligation in exchange for total consideration of nine (9) installments of approximately $3,940 each. During the six-months ended June 30, 2021, the Company paid $11,821 in cash.

In May 2021, the Company acquired a 25% investment in Rancho Costa Verde Development, LLC (“RCV”) in exchange for 3,000,000 shares of the Company’s common stock at a determined fair value of $0.86 per share and $100,000 in cash for total consideration of $2,680,000. The fair value of the non-monetary exchange was ~~$272,702~~determined based on a valuation report obtained from an independent third-party valuation firm. The fair value of the Company’s common stock was determined based on weighted combination of market approach and ~~$313,412, respectively.~~asset approach. The market approach estimates fair value based on a weighted average between the listed price of the Company’s common share and the Company’s recent private transaction adjusted for a lack of marketability discount.

The investment has been accounted for under the equity method. It was determined that the Company does not have the power to direct the activities that most significantly impact RCV’s economic performance, and therefore, the Company is not the primary beneficiary of RCV and RCV has not been consolidated under the variable interest model.

The investment was recorded at cost, which was determined to be $2,680,000. A total of 3,000,000 shares of common stock were issued as of June 30, 2021.

The following represents summarized financial information of RCV for the six months ended June 30, 2021:

Based on its 25% equity investment, the Company has recorded an income from equity investment of $6,942 (for the prorated time since the Company purchased 25% membership interest) for the three and six months ended June 30, 2021, which has increased the carrying value of the investment as of June 30, 2021, to $2,686,942.

~~There~~This is one ~~remaining~~ land project consisting of 20 acres to be acquired and developed into Valle Divino resort in Ensenada, which is subject to approval by the Mexican government in Baja, California. The Company has promised to transfer title to the plots of land to the investors who have invested in the Company once the Company receives an approval of change in transfer of title to the Company. The Company has promised to transfer title to the plots of land to the investors who have invested in the Company once the Company receives an approval of change in transfer of title to the Company. ~~As of September~~During the six months ended June 30, ~~2020,~~2021, the Company ~~has~~ entered into ~~nine contracts~~two (2) contract for deed agreements to sell ~~ten lots~~two (2) plot of land. The Company cancelled one contract for deed agreement to sell one (1) plot of land and used the proceeds for the payment of the exercise price relating to the grant of 1,000,000 stock options at strike price of $0.05, which were immediately exercised into an equivalent number of shares of common stock.

On September 25, 2019, the Company, entered into a definitive Land Purchase Agreement with Valdeland, S.A. de C.V., a Company controlled by our CEO Roberto Valdes, to acquire approximately one acre of land with plans and permits to build 34 units at the Bajamar Ocean Front Golf Resort located in Ensenada, Baja California. Pursuant to the terms of the Agreement, the total purchase price is ~~$1,000,000,~~$1,000,000, payable in a combination of preferred stock ($~~600,000)~~600,000); common stock ($~~250,000/~~250,000/250,000 common shares at $1.00/share); a promissory note ($~~150,000)~~150,000); and an initial construction budget of ~~$150,000~~$150,000 payable upon closing. A recent appraisal valued the land “as is” for ~~$1,150,000.~~$1,150,000. The closing is subject to obtaining the necessary approval by the City of Ensenada and transfer of title, which includes the formation of a wholly owned Mexican subsidiary. As of ~~September~~June 30, ~~2020,~~2021, the agreement has not closed. The Company also received $5,000 deposit for one (i) unit reservation in the “Plaza at Bajamar”.

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

~~During the nine months ended September 30, 2020, the Company received an additional payment of $32,000.~~ Due to the nature of the Agreement, the Company’s management deemed that there was an embedded lease feature in the agreement in accordance with ASC 842. As a result, the ~~received payments~~initial payment of ~~$95,000 were~~$63,000 was classified as a deposit. The Company received additional principal payments in the aggregate amount of $149,980 in the six months ended June 30, 2021. Upon an event of default in which case the payment is non-refundable, and the Company no longer has any obligation to provide access to the land. The interest payments will be recognized monthly as lease income. During the ~~nine~~three months ended ~~September~~June 30, 2021, and 2020, the Company recognized ~~$31,618~~$8,340 and $10,749 in lease ~~income.~~income, respectively. During the six months ended June 30, 2021, and 2020, the Company recognized $17,559 and $25,832 in lease income, respectively. Lease income is presented as revenuein the consolidated statements of operations.

~~On October 10, 2019,~~During the six months ended June 30, 2021, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 lot of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico and 100,000 shares of common stock for a total purchase price of $50,000. $25,000 was paid upon execution and the balance was paid on October 7, 2019. The total cash proceeds of $50,000 was allocated based upon the relative fair value of the shares and one (1) promised plot ~~of land in the following amounts: shares were valued at $39,282; and plot of land was valued at $10,718.~~

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

On November 6, 2019, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 lot of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico and 70,160 shares of common stock for a total purchase price of $35,080.$10,000 was paid upon execution, $9,580 was paid on December 23, 2019, and the balance was paid on February 4, 2020. The total cash proceeds of $35,080 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $25,258; and plot of land was valued at $9,822, which was classified as a contract liability on the balance sheet as of September 30, 2020.

~~On January 13, 2020, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 2 lots~~ of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico for a total purchase price of ~~$40,000,~~$35,000, paid upon execution. The total cash proceeds of ~~$40,000~~$35,000, of which $5,479 was allocated based upon the relative fair value of the shares and two (2) promised plots of land in the following amounts: shares were valued at $23,780; and plot of land was valued at $16,220, which was classified as a contract liability on the balance sheet as of September 30, 2020.

~~On January 24, 2020, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed~~ to the sale of 1 lot of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico for a total purchase price of $25,000, paid upon execution. The total cash proceeds of $25,000 was allocated based upon the relative fair value of the shares and one ~~(1)~~ promised plot of ~~land~~land. 70,000 shares of common stock were included in the ~~following amounts: shares were valued at $16,174; and plot of land was valued at $8,826, which was classified as a contract liability on the balance sheet as of September 30, 2020.~~

~~On March 25, 2020, the Company entered into a~~ contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 lot of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico for a total purchase price of $25,000, paid upon execution. The total cash proceeds of $25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $16,174; and plot of land was valued at $8,826, which was classified as a contract liability on the balance sheet as of September 30, 2020.deed.

On April 28, 2020, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 lot of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico for a total purchase price of $25,000, paid upon execution. The total cash proceeds of $25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $16,174; and plot of land was valued at $8,826, which was classified as a contract liability on the balance sheet as of September 30, 2020.

On June 19, 2020, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 lot of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico for a total purchase price of $25,000, paid upon execution. The total cash proceeds of $25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $16,174; and plot of land was valued at $8,826, which was classified as a contract liability on the balance sheet as of September 30, 2020.

On July 14, 2020, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 lot of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico for a total purchase price of $25,000, paid upon execution. The total cash proceeds of $25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $20,797; and plot of land was valued at $4,203, which was classified as a contract liability on the balance sheet as of September 30, 2020

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

The Company entered into an employment agreement with the Chief Executive Officer on January 1, 2020 to perform duties and responsibilities as may be assigned. The base salary is in the amount of $120,000 per annum, a $500 monthly auto stipend, and four weeks of paid vacation.

The Company entered into an employment agreement with the Chief Financial Officer on January 1, 2020 to perform duties and responsibilities as may be assigned. The base salary is in the amount of $120,000 per annum, a $500 monthly auto stipend, and four weeks of paid vacation.

The Company entered into an employment agreement with the Sales and Marketing Director on January 1, 2020 to perform duties and responsibilities as may be assigned. The base salary is in the amount of $80,000 per annum, a $500 monthly auto stipend, and four weeks of paid vacation.

The Company’s equity at ~~September~~June 30, ~~2020~~2021 consisted of 75,000,000 authorized common shares and 2,000,000 authorized preferred shares, both with a par value of ~~$0.001~~$0.001 per share. As of ~~September~~June 30, ~~2020,~~2021, and December 31, ~~2019,~~2020, there were ~~22,430,654~~28,329,327 and ~~20,614,299~~23,230,654 shares of common stock issued and outstanding, respectively.

As of ~~September~~June 30, ~~2020,~~2021, and December 31, ~~2019,~~ 2020, 28,000 shares of Series A Preferred Stock were issued and outstanding and 1,000 shares of Series B Preferred Stock were issued and outstanding, respectively.

On August 26, 2020, the ~~Company amended its Articles~~Company’s shareholders of ~~Incorporation to~~record approved the increase of the Company’s authorized common stock, par value ~~$0.001,~~$0.001, from 75,000,000 shares to 100,000,000 shares and the holders of a majority of the Company’s outstanding voting securities approved the Company’s 2020 Equity Incentive Plan ~~and the grant of 1,700,000 stock options. These service-based stock options were issued with a strike price of $0.33 and a term of five years.~~(the “2020 Plan”). The Company has reserved a total of 3,000,000 shares of the authorized common stock for issuance under the 2020 Plan. As of June 30, 2021, ILA has issued 2,700,000 options under the 2020 Plan and 1,000,000 options were exercised. The Company has not yet amended its articles of incorporation as of June 30, 2021.

On February 11, 2019, the Company’s Board of Directors approved a 2019 Equity Incentive Plan (the “2019 Plan”). In order for the 2019 Plan to grant “qualified stock options” to employees, it required approval by the Corporation’s shareholders within 12 months from the date of the 2019 Plan. The 2019 Plan was never approved by the shareholders. Therefore, any options granted under the 2019 Plan prior to shareholder approval will be “non-qualified”. Pursuant to the 2019 Plan, the Company has reserved a total of 3,000,000 shares of the Company’s common stock to be available under the plan. As of June 30, 2021, ILA has granted 1,200,000 options under the 2019 Plan.

On ~~January 1, 2020,~~March 3, 2021, the Company ~~issued 50,000~~committed to issue 200,000 shares ~~of common stock and 150,000 warrants to be issued for services~~per a consulting agreement valued at ~~$50,000 and $186,748, respectively.~~$280,000. These shares were issued on May 19, 2021.

~~On July 6, 2020, the Company agreed to issued 400,000 shares of common stock for services valued at $192,000.~~

On July 1, 2020, the Company issued 1,200,000 performance-based stock options to purchase an equivalent number of common shares to one consultant. The grant date fair value of these options was $348,954, of which $174,228 was recognized as performance was either met or probable of achievement inDuring the three months ended ~~September~~June 30, ~~2020.~~

~~On September 25, 2020,~~2021, the Company ~~agreed~~issued 50,000 shares to ~~issue 100,000 shares of common stock~~the Company’s President in accordance with an executed employment agreement valued at ~~$51,000~~$66,000.

During the three months ended June 30, 2021, the Company issued an aggregate of 100,000 shares to ~~renew a service agreement. As of September~~two consultants in accordance with executed consulting and real estate sales agreements valued at $132,000.

During the three months ended June 30, ~~2020,~~2021, the Company issued 45,946shares ~~had not been issued and were recorded as stock payable.~~per advisory agreement with registered broker-dealer valued at $61,108.

On ~~August 12, 2019,~~February 22, 2021, the Company received cash ~~proceeds~~ of ~~$30,000~~$45,000 for ~~66,667~~100,000 shares of common stock. These shares were issued on April 1, 2021.

~~On January 21, 2020,~~7, 2021, the Company received cash ~~proceeds~~ of ~~$20,000~~$20,000 for 40,000 shares of common stock.

~~On February 26, 2020,~~Common Stock Issued from warrants and options exercise.

During the three months ended June 30, 2021, the Company ~~received cash proceeds of $20,000 for 40,000~~issued 160,000 shares of common ~~stock.~~stock for total consideration of $50,000 from warrants exercise.

~~On February 28, 2020,~~During the three months ended June 30, 2021, the Company ~~received cash proceeds of $20,000 for 40,000 shares of common stock.~~

~~On March 2, 2020, the Company received cash proceeds of $8,807 for 17,615 shares of common. These shares were~~ issued ~~on May 19, 2020.~~

~~On March 12, 2020, the Company received cash proceeds of $10,000 for 20,000 shares of common stock. These shares were issued on May 1, 2020.~~

~~On May 4, 2020, the Company received cash proceeds of $9,000 for 20,000 shares of common.~~

~~On May 5, 2020, the Company received cash proceeds of $10,000 for 40,000 shares of common from warrant exercise. The shares were issued on August 3, 2020.~~

~~On May 16, 2020, the Company received cash proceeds of $16,000 for 40,000 shares of common~~

~~On May 18, 2020, the Company received cash proceeds of $20,000 for 80,000 shares of common. The shares were issued on August 3, 2020.~~

~~On May 18, 2020, the Company received cash proceeds of $15,000 for 60,000 shares of common. The shares were issued on August 3, 2020.~~

~~On June 20, 2020, the Company received cash proceeds of $12,500 for 50,000 shares of common stock.~~

~~On July 23, 2020, the Company received cash proceeds of $7,500 for 30,000~~1,000,000 shares of common stock from ~~a warrant~~option exercise ~~by a third-party investor.~~for total consideration of $50,000.

~~On August 26, 2020, the Company received cash proceeds of $10,000 for 40,000 shares of common stock. As of September 30, 2020, the shares had not been issued and were recorded as stock payable.~~

On September 18, 2020, the Company received cash proceeds of $7,500 for 30,000 shares of common stock from a warrant exercise. As of September 30, 2020, the shares had not been issued and were recorded as stock payable.

On ~~October 10, 2019,~~December 8, 2020, the Company received cash proceeds of ~~$50,000~~$20,000 for ~~100,000~~50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of ~~$50,000~~$20,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at ~~$39,282;~~$11,890; and plot of land was valued at ~~$10,718.~~$8,110. The shares were issued on ~~May~~March 1, ~~2020.~~2021.

On ~~November 6, 2019,~~December 31, 2020, the Company received cash proceeds of ~~$35,080~~$30,000 for ~~70,160~~50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of ~~$35,080~~$30,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at ~~$25,258;~~$20,622; and plot of land was valued at ~~$9,822.~~$9,378. The shares were issued on ~~May~~March 1, ~~2020.~~2021.

On ~~January 13, 2020,~~April 22, 2021, the Company received cash proceeds of ~~$40,000~~$35,000 for 80,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached two (2) plots of land. The total cash proceeds of $40,000 was allocated based upon the relative fair value of the shares and two (2) promised plots of land in the following amounts: shares were valued at $23,780; and plot of land was valued at $16,220. The shares were issued on May 1, 2020.

~~On January 24, 2020, the Company received cash proceeds of $25,000 for 50,000~~70,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of ~~$25,000~~$35,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at ~~$16,174;~~$29,521; and plot of land was valued at ~~$8,826. The~~$5,479.

On December 31, 2020, the Company executed amendments to promissory notes with six (6) existing investors to extend the maturity date for the issuance of an aggregate of 23,000 shares of common stock with a fair value of approximately $10,000. These shares were issued on ~~May~~January 1, ~~2020.~~2021.

On ~~March 25, 2020,~~January 1, 2021, the Company ~~received cash proceeds~~issued an aggregate of ~~$25,000~~95,000 shares of common stock in conjunction with previously executed promissory notes. These shares were previously recorded as stock payable for ~~50,000~~aggregate fair value of approximately $75,600.

On January 1, 2021, the Company issued an aggregate of 23,000 shares of common stock in conjunction with executed amendments to previously executed promissory notes. These shares were issued with an estimated fair value of $8,970.

On February 25, 2021, the Company issued 85,000 shares of common stock as commitment shares in accordance with the terms of one of its senior secured self-amortization convertible note with aggregate fair value of $130,900.

All shares of common stock issued during the three and six months ended June 30, 2021, were unregistered.

On May 14, 2021, the Company issued 3,000,000 shares of common stock with a fair value of $2,580,000 for the acquisition of 25% of the membership interest of Rancho Costa Verde Development (See note 7).

On November 6, 2019, the Company authorized and issued 1,000 shares of Series B Preferred Stock (“Series B”) and 350,000 shares of common stock to Cleanspark Inc. in a private equity offering for $500,000. Management determined that the Series B should not be ~~issued to a third-party investor. In conjunction with this sale~~classified as liability per the guidance in ASC 480 Distinguishing Liabilities from Equity upon issuance, even though the conversion would require the issuance of shares, the Company also attached one (1) plot of land. The total cash proceeds of $25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $16,174; and plot of land was valued at $8,826. The shares were issued on April 3, 2020

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

On June 25, 2020, the Company received cash proceeds of $25,000 for 100,000 shares of common stock and 100,000 one year warrants to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares and warrants were valued at $16,174; and plot of land was valued at $8,826.

On July 14, 2020, the Company received cash proceeds of $25,000 for 150,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares and warrants were valued at $20,797; and plot of land was valued at $4,203.

~~On October 25, 2019, the Company agreed to issue 132,461 shares of common stock valued at $97,858 in connection with securing a loan from a third-party. These shares were issued on May 1, 2020.~~

~~On June 4, 2020, the Company issued 39,462 shares valued at $29,202 in connection with securing a loan from a third- party.~~

~~The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the~~variable number of shares since such obligation is not unconditional. As of ~~any series~~June 30, 2021, Management recorded the value attributable to the Series B of ~~Preferred Stock and to determine~~$293,500 as temporary equity on the ~~designation of any such series. The Board of Directors~~consolidated balance sheet since the instrument is ~~also authorized to determine or alter~~contingently redeemable at the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutionsoption of the ~~Board~~holder. The Company recognized the beneficial conversion feature (“BCF”) that arises from a contingent conversion feature, since the instrument reached maturity during the year ended December 31, 2020. The Company recognized such BCF as a discount on the convertible preferred stock. The amortization of ~~Directors originally fixing~~ the ~~number~~discount created by a BCF recognized as a result of ~~shares constituting any series,~~the resolution of the contingency is treated as a deemed dividend that reduced net income in arriving at income available to ~~increase or decrease (but not below the number of shares of such series than outstanding) the number of shares of any such series subsequent to the issue of shares of that series.~~common stockholders.

On October 1, 2013, the Company authorized and issued 28,000 shares of Series A Preferred Stock to Grupo Valcas, a related party which provides consulting services on project development, in exchange for services. Grupo Valcas is a master planner and real estate development firm owned by the Valdes family. Roberto Valdes, the Company President and Chief Executive Officer, was a minority owner of Valcas until December 2018 when he left the family company to focus 100% on International Land Alliance. The 28,000 shares grant the holder to have the right to vote on all shareholder matters equal to 100 votes per share. The Series A shares were valued according to the additional voting rights assigned. The value assigned to the voting rights was derived from a model utilizing control premiums to value the voting control of the preferred stock which was prepared by an independent valuation specialist. The value assigned to the Series A Preferred Stock was $2,260,496 and was recorded on the grant date as stock-based compensation.Warrants

~~At September 30, 2020 and December 31, 2019, 28,000 shares of Series A Preferred Stock were issued and outstanding.~~

A summary of the Company’s warrant activity during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021, is presented below:

At September 30, 2020, 360,000 warrants were exercisable into common stock. The exercise price of outstanding warrants for common stock was between $0.25 - $0.50 per warrant, and the term of exercise of the outstanding warrants was one - two years from the date of issuance. The aggregate intrinsic value as of ~~September~~June 30, ~~2020~~2021, and December 31, ~~2019~~2020, was approximately ~~$66,000~~$120,200 and ~~$33,000,~~$4,600, respectively.

A summary of the Company’s option activity during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021, is presented below:

~~At September~~Options outstanding as of June 30, 2021, and December 31, 2020, 400,000 options were exercisable into common stock. The exercise price of outstanding options for common stock was between $0.25 - $1.00 per option, and the term of exercise of the outstanding options was two years from the date of issuance. Thehad aggregate intrinsic value as of ~~September~~$1,931,900 and $158,000, respectively. As of June 30, ~~2020 and December 31, 2019~~2021, the total unrecognized deferred share-based compensation expected to be recognized over the remaining weighted average vesting periods of 0.61 years for outstanding grants was approximately ~~$180,000 and $0, respectively.~~$0.4 million.

~~Subsequent to September 30, 2020, the~~The Company ~~issued 70,000 shares for $17,500 cash, which was received during the nine-month period ended September 30, 2020 and recorded as stock payable.~~

~~Subsequent to September 30, 2020, the Company issued 250,000 shares pursuant to a land purchase agreement.~~

~~Subsequent to September 30, 2020, the Company issued 450,000 restricted stock of common stock.~~

~~Management~~ has evaluated subsequent events ~~pursuant~~for adjustment to ~~the issuance of the interim unaudited~~or disclosure in its consolidated financial statements ~~and has determined that, other than listed above, no other reportable subsequent events exist~~ through the date of this report, and has not identified any recordable or disclosable events, not otherwise reported in these ~~condensed~~ consolidated financial ~~statements.~~statements or the notes thereto, except for the following:

Subsequent to June 30, 2021, the Company entered into a securities purchase agreement with certain institutional and accredited investors for the issuance and sale of 3,000,000 shares of its common stock at a price of $0.68 per share for net proceeds of approximately $1.9 million and warrants to purchase an aggregate number of shares of common stock at an exercise price of $0.68 per share immediately exercisable and term of 5 ½ years from the issuance date. The Company also issued warrants to purchase an aggregate of 180,000 shares of common stock to its exclusive placement agent at an exercise price of $0.85. immediately exercisable and term of 5 ½ years from issuance.

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

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

Results of Operations for the Three ~~and Nine~~ Months Ended ~~September~~June 30, ~~2020~~2021, compared to the Three ~~and Nine~~ Months Ended ~~September~~June 30, ~~2019~~2020

Our total revenue reported for the three months ended ~~September~~June 30, ~~2020~~2021, was ~~$14,076,~~$8,340, compared with ~~$8,493~~$10,749 for the three months ended ~~September~~June 30, ~~2019. Such increase in our revenues~~2020. The change, which is not deemed to be material.

Our total revenue reported for the nine months ended September 30, 2020 was $39,908, compared with $463,799 for the nine months ended September 30, 2019. The change is a result of assuming title of Oasis Park Resorts in June 2019 and recognizing associated revenue related to satisfying performance obligations regarding the sale of Oasis Park Resort lots in that period.

Our total cost of revenues was $0 for the three months ended ~~September~~June 30, ~~2020 was $0 compared with $779~~2021, and 2020.

Operating expenses increased to $1,847,699 for the three months ended ~~September 30, 2019. Such decrease in our cost of revenues is not deemed~~June 30,2021 from to ~~be material.~~

Our total cost of revenues for the nine months ended September 30, 2020 was $0 compared with $21,042 for the nine months ended September 30, 2019. The change is a result of assuming title of Oasis Park Resorts in June 2019 and recognizing associated costs revenue related to satisfying performance obligations regarding the sale of Oasis Park Resort lots in that period.

~~Operating expenses increased to $615,469~~$376,653 for the three months ended ~~September~~June 30, ~~2020 from to $426,024 for the three months ended September 30, 2019.~~2020. The detail by major category is reflected in the table below.

Operating expenses increased to $1,756,836 for the nine months ended September 30, 2020 from to $1,094,737 for the nine months ended September 30, 2019. The detail by major category is reflected in the table below.

Sales and marketing costs increased by ~~$14,860 for~~$1,140,077, to $1,198,300 in the three months ended ~~September~~June 30, 2021, from $58,223 in the three months ended June 30, 2020, primarily due to the ~~increased operations~~fair value of ~~the Company~~options, which were granted pursuant to a consulting and ~~options granted for services. As the Company obtained title to the Oasis Park property~~real estate sales agreement in the second quarter of 2019 and has begun to sell plots for the Valle Divino and Costa Bajamar project commencing in our third fiscal quarter of 2019, the Company has spent significant amounts on website development, marketing and other efforts to generate interest in these projects to potential buyers. As the Company was not positioned to sell these properties in the prior comparable period, there were no expenditures for sale and marketing in the period ended September 30, 2019.

~~Sales and marketing costs increased by $431,682 for the nine~~three months ended ~~September~~June 30, 2020 primarily due to the increased operations of the Company and options granted for services. As the Company obtained title to the Oasis Park property in the second quarter of 2019 and has begun to sell plots for the Valle Divino and Costa Bajamar project commencing in the third fiscal quarter of 2019, the Company has spent significant amounts on website development, marketing and other efforts to generate interest in these projects to potential buyers. As the Company was not positioned to sell these properties in the prior comparable period, there were no expenditures for sale and marketing in the period ended September 30, 2019.2021.

General and administrative costs increased by ~~$174,585~~$330,968 for the three months ended ~~September~~June 30, ~~2020~~2021, primarily due to an increase in share-based compensation ~~for~~expense related to consulting ~~services and professional fees, offset by $150,000 reversal of marketing expense accrual following settlement of a litigation.~~agreements.

General and administrative costs increased by $230,417 for the nine months ended September 30, 2020 primarily due to increased salaries, stock-based payments for consulting services, and professional fees, offset by $150,000 reversal of marketing expense accrual following settlement of a litigation.

We finished the three months ended ~~September~~June 30, ~~2020~~2021, with a net loss of ~~$678,970,~~$1,974,830, as compared to a net loss of ~~$513,721~~$463,527 for the three months ended ~~September~~June 30, ~~2019.~~2020. Such increase in the Company’s net loss is primarily the result of increased sales and marketing related to the issuance of stock-based payments from consulting and real-estate sales agreement, increased general and administrative costs, specifically stock-based payments from consulting ~~services and professional fees, offset by a $150,00 gain on settlement of existing liability payable.~~services.

We finished the nine months ended September 30, 2020 with a net loss of $1,9888,630, as compared to a loss of $923,935 for the nine months ended September 30, 2019, which is primarily the result of the increased professional, marketing, and consulting fees incurred during 2020 and well as increased interest expense associated with the increase in debt financing during 2020 .

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

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

Results of Operations for the Six Months Ended June 30, 2021, compared to the Six Months Ended June 30, 2020

Our total revenue reported for the six months ended June 30, 2021, was $17,559, compared with $25,832 for the six months ended June 30, 2020. The change, which is not deemed to be material is a result of rental income activities that the Company had not engaged in during the six months ended June 30, 2021.

Our total cost of revenues was $0 for the six months ended June 30, 2021, and 2020.

Operating expenses increased to $2,635,445 for the six months ended June 30,2021, from to $1,141,367 for the six months ended June 30, 2020. The detail by major category is reflected in the table below.

Cash was ~~$16,221~~$16,841 and ~~$172,526 at September~~$13,171 as of June 30, ~~2020~~2021, and December 31, ~~2019,~~2020, respectively. As shown in the accompanying financial statements, we recorded a loss of ~~$678,970 and $1,988,630, respectively,~~$2,965,313 for the ~~three and nine~~six months ended ~~September~~June 30, ~~2020 and $513,721 and $923,935, respectively, for the three and nine months ended September 30, 2019.~~2021. Our working capital deficit ~~at September~~as of June 30, ~~2020~~2021, was ~~$1,581,191~~$2,439,469 and net cash flows used in operating activities for ~~nine~~the six months ended ~~September~~June 30, ~~2020~~2021, were ~~$676,513.~~$365,054. 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.

We anticipate generating continued revenues over the next twelve months, as we continue to market the sale of ~~lots~~plots held for sale at our Oasis Park ~~Resort.~~Resort and we obtain title of our other projects. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. ~~If we are unable~~Subsequent to ~~raise sufficient capital, we will be required to delay or forego some portion~~June 30, 2021, the Company entered into a securities purchase agreement with institutional and accredited investors for the issuance 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~~an aggregate of ~~capital or that our estimates~~3,000,000 shares of ~~our capital requirements will prove to be accurate.~~common stock with an equivalent number of warrants for net proceeds of $1.9 million.

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

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

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

Net cash flows used in operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021, was ~~$676,513~~$365,054 which resulted primarily due to the loss of ~~$1,988,630~~$2,965,313 offset by non-cash share-based compensation of ~~$828,527,~~$1,922,536, and an increase in accounts payable ~~and accrued liabilities~~ of $565,442. Net cash flows used in operating activities for the nine months ended September 30, 2019 was $798,939 which primarily resulted due to the loss of $923,935 and a decrease in accounts payable and accrued expenses of $283,512.$215,444.

Net cash flows used in investing activities was $0$271,259 for the ~~nine~~six months ended ~~September~~June 30, ~~2020. Net cash flows used in investing activities was $476,425 for the nine months ended September 30, 2019.~~2021. The funds were used for the acquisition and development of ~~an investment property.~~the Emerald Grove and Costa Bajamar properties.

Net cash flows provided by financing activities for the ~~nine~~six months ended ~~September30, 2020~~June 30, 2021, was ~~$520,208~~$639,983 primarily from cash proceeds from issuance of promissory notes for aggregate amount of $563,112, net funding from refinancing of approximately $368,736, sale of common stocks ~~and warrants~~ of ~~$186,308, cash proceeds from sale~~$65,000, exercise of ~~common stock,~~ warrants and ~~plots of land promised to investors, net of expenses of $173,813, net cash proceeds from notes payable of approximately $257,641 ,~~options for $100,000, and offset by repayment on a promissory note ~~to a related party~~ of ~~$76,000.~~$745,739.

Net cash flows provided by financing activities for the nine months ended September 30, 2019 was $1,274,805 primarily from cash proceeds from sale of common stocks and warrants of $194,000, and cash proceeds from sale of common stock, warrants and plots of land promised to investors, net of expenses of $136,316, cash proceeds from warrant exercise of $130,000 and cash proceeds from note payable of $1,730,851, offset by cash payments on convertible debt and promissory notes of $984,362.

As a result of these activities, we experienced ~~a decrease~~an increase in cash and cash equivalents of ~~$156,305~~$3,670 for the ~~nine~~six months ended ~~September~~June 30, ~~2020 and a decrease in cash and cash equivalents of $659 for the nine months ended September 30, 2019, respectively.~~2021.

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

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

There have been no material changes to our critical accounting policies, with the exception of the Company’s new equity-method investment, as compared to the critical accounting policies and significant judgments and estimates disclosed in our Annual Report on Form ~~10-K/A~~10-K for the year ended December 31, ~~2019,~~2020, filed with the SEC on April ~~14, 2020.~~2, 2021. The accounting of the Company’s equity-method investment requires judgement by management to determine whether these 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.

For a discussion of contingencies, see Note 8, Commitments and Contingencies, to the Notes to the Consolidated Financial Statements in “Part I, Item 1. Consolidated Financial Statements (Unaudited)” of the Quarterly Report.

During the period ended ~~September~~June 30, ~~2020,~~2021, we have not engaged in any off-balance sheet arrangements.

~~The recent accounting pronouncements that are material to our financial statements are disclosed in Note 1~~For a listing of our ~~consolidated audited financial statements included in~~new and recently adopted accounting standards, See Note 2, Summary of Significant Accounting Policies, to the ~~Form 10-K filed with~~note to the ~~SEC and in Note 1 of our unaudited~~ consolidated financial statements ~~included herein.~~in “Part I, Item 1. Consolidated Financial Statements (Unaudited)” of this Quarterly Report.

The Company’s Principal Executive Officer and Principal Financial Officer (the Certifying Officers) are responsible for establishing and maintaining disclosure controls and procedures for the Company. An evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) was carried out by us under the supervision and with the participation of our Certifying Officers. Based upon that evaluation, our Certifying Officers have concluded that as of ~~September~~June 30, ~~2020,~~2021, our disclosure controls and procedures, that are designed to ensure (i) that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) that such information is accumulated and communicated to management, including our Certifying Officers, in order to allow timely decisions regarding required disclosure, were not effective.

As of ~~September~~June 30, ~~2020,~~2021, based on evaluation of these disclosure controls and procedures, management concluded that our disclosure controls and procedures were not effective. We will be required to expend time and resources hiring and engaging additional staff and outside consultants with the appropriate experience to remedy the weaknesses described below. We cannot assure you that management will be successful in locating and retaining appropriate candidates or that newly engaged staff or outside consultants will be successful in remedying material weaknesses thus far identified or identifying material weaknesses in the future.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following two material weaknesses which have caused management to conclude that as of ~~September~~June 30, ~~2020~~2021, our disclosure controls and procedures were not effective at the reasonable assurance level:

There has been no change to our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management expects to strengthen internal control further during 2020 and in 2021, subject to available financial resources by developing stronger business and financial processes for accounting for transactions such as warrant/stock issuances, which will enhance internal control for the Company.

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

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

On ~~July 1, 2020,~~March 3, 2021, the Company committed to issue 200,000 shares per a consulting agreement valued at $280,000. These shares were issued 1,200,000 performance-based stock options to purchase an equivalent number of common shares to one consultant. The grant date fair value of these options was $348,954, of which $174,228 was recognized as performance was either met or probable of achievement inon May 19, 2021.

During the three months ended ~~September~~June 30, ~~2020.~~2021, the Company issued 50,000 shares to the Company’s President in accordance with an executed employment agreement valued at $66,000.

During the three months ended June 30, 2021, the Company issued an aggregate of 100,000 shares to two consultants in accordance with executed consulting and real estate sales agreements valued at $132,000.

During the three months ended June 30, 2021, the Company issued 45,946 shares per advisory agreement with registered broker-dealer valued at $61,108.

On ~~September 25, 2020,~~February 22, 2021, the ~~company agreed to issue~~Company received cash of $45,000 for 100,000 shares of common ~~stock valued at $51,000 to renew a service agreement. As~~stock. These shares were issued on April 1, 2021

On May 7, 2021, the Company received cash of ~~September 30, 2020, the~~$20,000 for 40,000 shares ~~had not been issued and were recorded as stock payable~~of common stock.

During the three months ended June 30, 2021, the Company issued 160,000 shares of common stock for ~~Cash~~total consideration of $50,000 from warrants exercise.

During the three months ended June 30, 2021, the Company issued 1,000,000 shares of common stock from option exercise for total consideration of $50,000.

On ~~July 23,~~December 8, 2020, the Company received cash proceeds of ~~$7,500 for 30,000 shares of common stock from a warrant exercise by a third-party investor.~~

~~On August 26, 2020, the Company received cash proceeds of $10,000 for 40,000 shares of common stock. As of September 30, 2020, the shares had not been issued and were recorded as stock payable.~~

On September 18, 2020, the Company received cash proceeds of $7,500 for 30,000 shares of common stock to be issued in a warrant exercise. As of September 30, 2020, the shares had not been issued and were recorded as stock payable.

~~Between October 1, 2020 and November 20, 2020, the Company received cash of~~ $20,000 for ~~80,000 shares of common stock and 100,000 shares of common stock for consulting agreement.~~

~~On July 14, 2020, the Company received cash proceeds of $25,000 for 150,000~~50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of ~~$25,000~~$20,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares ~~and warrants~~ were valued at ~~$20,797;~~$11,890; and plot of land was valued at ~~$4,203.~~$8,110. The shares were issued on March 1, 2021.

On ~~September 30,~~December 31, 2020, the ~~Board approved~~Company received cash proceeds of $30,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $30,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $20,622; and plot of land was valued at $9,378. The shares were issued on March 1, 2021.

On April 22, 2021, the Company received cash proceeds of $35,000 for 70,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $35,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $29,521; and plot of land was valued at $5,479.

On December 31, 2020, the Company executed amendments to promissory notes with six (6) existing investors to extend the maturity date for the issuance of ~~250,000~~an aggregate of 23,000 shares ~~pursuant~~of common stock with a fair value of approximately $10,000. These shares were issued on January 1, 2021.

On January 1, 2021, the Company issued an aggregate of 95,000 shares of common stock in conjunction with previously executed promissory notes. These shares were previously recorded as stock payable for aggregate fair value of approximately $75,600.

On January 1, 2021, the Company issued an aggregate of 23,000 shares of common stock in conjunction with executed amendments to ~~a land purchase agreement.~~previously executed promissory notes. These shares were issued with an estimated fair value of $8,970.

On May 14, 2021, the Company issued 3,000,000 shares of common stock with a fair value of $2,580,000 for the acquisition of 25% of the membership interest of Rancho Costa Verde Development

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

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

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

Part I. Financial Information
Item 1. Consolidated Financial Statements ~~(Unaudited)~~	3
Consolidated Balance Sheets – As of ~~September~~June 30, ~~2020~~2021 (unaudited) and December 31, ~~2019~~2020	3
Consolidated Statements of Operations – ~~for~~For the three and ~~nine~~six months ended ~~September~~June 30, 2021, and 2020 ~~and 2019~~ (unaudited)	4
Consolidated Statements of Changes in ~~Stockholders~~Stockholders’ Equity (Deficit) for the three and ~~nine~~six months ended ~~September~~June 30, 2021, and 2020 ~~and 2019~~ (unaudited)	5
Statements of Cash Flows – ~~for~~For the ~~nine~~six months ended ~~September~~June 30, 2021, and 2020 ~~and 2019~~ (unaudited)	6
Notes to Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures about Market Risk	2324
Item 4. Controls and Procedures	2324

Part II. Other Information	2425
Item 1. Legal Proceedings	2425
Item 1A. Risk Factors	2425
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2425
Item 3. Defaults upon Senior Securities	2526
Item 4. Mine Safety Disclosures	2526
Item 5. Other Information	2526
Item 6. Exhibits	2527

Signatures	2628

●		identification of the agreement, or agreements, with a buyer and/or investor;
●		identification of the performance obligations in the agreement for the sale of ~~lots~~plots including delivering title to the property being acquired from ILA;
●		determination of the transaction price;
●		allocation of the transaction price to the ~~lots~~plots purchased when issued with equity or warrants to purchase equity in the Company; and
●		recognition of revenue when, or as, we satisfy a performance obligation such as delivering title to ~~lots~~plots purchased.

	For the six months ended June 30, 2021		For the six months ended June 30, 2020

Options		2,900,000		12,385
Warrants		200,000		360,000
Total potentially dilutive shares		3,100,000		372,385

	June 30, 2021			December 31, 2020
RAS Real Estate LLC, 18% interest, due December 2020 (past maturity)	$	366,390		$	361,989
Lisa Landau, no maturity date, no coupon		110,077			-
Six Twenty Management, 8% interest, due March 2022		472,790			-
Total Notes Payable	$	949,257		$	361,989
Less discounts		-			-

Total Related Parties Notes Payable		949,257			361,989

Less current portion	��	(949,257	)		(361,989	)

Total Related Parties Notes Payable - long term	$	-		$	-

	September 30, 2020			December 31, 2019
Note payable, due August 2020 – in default	$	36,606		$	46,660
Note payable, 10% interest, due March 2020 – in default		1,500			1,500
Note payable, secured, 10% interest, due October 2021		975,000			975,000
Note payable, 15% interest, due December 2020		50,000			50,000
Note payable, 15% interest, due December 2020		50,000			50,000
Note payable, 15% interest, due December 2020		100,000			100,000
Note payable, 15% interest, due December 2020		100,000			100,000
Note payable, 15% interest, due December 2020		20,000			20,000
Note payable, 15% interest, due December 2020		25,000			25,000
Note payable, 13% interest, due December 2021		117,500			129,000
Note Payable, 12% interest, due June 2021		285,000			-
Note Payable, 0% interest, due October 2020		11,400			-
Total Notes Payable	$	1,772,006		$	1,497,160
Less discounts		(61,467	)		(28,680	)

Total Notes Payable		1,710,539			1,468,480

Less current portion		(633,516	)		(391,543	)

Total Notes Payable - long term	$	1,077,023		$	1,076,937

	June 30, 2021			December 31, 2020
Note payable, due August 2020 (past maturity)	$	24,785		$	36,660
Note payable, 18% interest, due March 2020 (past maturity)		1,500			1,500
Note payable, secured, 10% interest, due October 2021		-			975,000
Note payable, 15% interest, due December 2020		-			50,000
Note payable, 15% interest, due December 2020		-			50,000
Note payable, 15% interest, due December 2020		-			100,000
Note payable, 15% interest, due December 2020		-			100,000
Note payable, 15% interest, due December 2020		-			20,000
Note payable, 15% interest, due December 2020		-			25,000
Note payable, 13% interest, due December 2021		-			128,884
Note Payable, 12% interest, due June 2021		-			166,733
Note Payable, 15% interest, due March 2021 (past maturity)		76,477			126,477
Note Payable, 12% interest, due February 2021		-			10,000
Note payable, 0% interest, due December 2020		-			142,100
Convertible Note Payable, 12% interest, due February 2022		444,445			-
Note payable, 12% interest, due February 2023		1,787,000			-
Total Notes Payable	$	2,334,207		$	1,932,300
Less discounts		(211,028	)		(57,136	)

Total Notes Payable		2,123,179			1,875,164

Less current portion		(411,492	)		(1,875,164	)

Total Notes Payable - long term	$	1,711,687		$	-

Revenue	$	1,011,574
Gross margin	$	711,376
Loss from continuing operations	$	(30,854	)
Net loss	$	(30,854	)

				Weighted		Weighted Average Remaining Contract
	Number of Warrants			Average Exercise Price		Term (Year)
Outstanding at December 31, 2019		50,000		$	0.50		0.75
Granted		310,000			0.40		0.96
Exercised		(20,000	)		0.50		0.60
Forfeit/Canceled		-			-		-
Outstanding at September 30, 2020		340,000		$	0.41		0.94

Exercisable at September 30, 2020		340,000

				Weighted		Weighted Average Remaining Contract
	Number of Warrants			Average Exercise Price		Term (Year)
Outstanding at December 31, 2020		460,000		$	0.38		0.70
Granted		-			-		-
Exercised		(160,000	)		0.31		0.25
Forfeited-Canceled		(100,000	)		0.25		-
Outstanding at June 30, 2021		200,000		$	0.50		0.38

Exercisable at June 30, 2021		200,000

			Weighted		Weighted Average Remaining Contract
	Number of Options		Average Exercise Price		Term (Year)
Outstanding at December 31, 2019		-	$	-		-
Granted		2,900,000		0.49		3.56
Exercised		-		-		-
Forfeit/Canceled		-		-		-
Outstanding at September 30, 2020		2,900,000	$	0.49		3.56

Exercisable at September 30, 2020		400,000

				Weighted			Weighted Average Remaining Contract
	Number of Options			Average Exercise Price			Term (Year)
Outstanding at December 31, 2020		2,900,000		$	0.43			3.35
Granted		1,000,000			0.05			1.00
Exercised		(1,000,000	)		(0.05	)		(1.00	)
Forfeited-Canceled		-			-			-
Outstanding at June 30, 2021		2,900,000		$	0.43			2.85

Exercisable at June 30, 2021		1,250,000

	●	The Company executed residential plot sales agreements for its Valle Divino project and accepted reservations for home sales for its Plaza Bajamar project. To avoid paying multiple title transfer fees and the extended time for each recording, the seller for both parcels, Valdeland, S.A. de C.V. is in the process of creating a master bank trust. This will provide the Company through its Mexico subsidiary, International Land Alliance, S.A. de C.V., the rights, and interest to each property, including buildings and improvements. As demonstrated from the Company’s Oasis Park Resort, this will also potentially allow the Company to record revenue from Valle Divino and Plaza Bajamar projects, as sales are made, and individual trusts are established for each buyer, pending further review of Mexican trust law. The Company expects to have this trust established by the end of our fourth fiscal quarter.
	●	Continued our research and marketing efforts to identify potential home buyers in the United States, Canada, Europe, and Asia. Through the formation of a partnership with a similar development company in the Baja California Norte Region of Mexico, we have been able to leverage additional resources with the use of their established and proven marketing plan which can help us with sophisticated execution and the desired results for residential ~~lot~~plot sales and development.

	●	~~Completed~~Continued the development of our interactive website for visitors to view condominium and villa options and allow customization.

	●	~~Assumed title~~Title of the Oasis Park Resort in San ~~Felipe.~~Felipe was assumed during 2019. As progress continues on the development of the Oasis Park Resort, we are expecting the transfer of title on the Villas del Enologo in Rancho Tecate, Valle Divino in Ensenada, Baja California and Costa Bajamar in Ensenada, Baja California induring the ~~near future~~Company fourth fiscal quarter of 2021, as it continues to follow the necessary steps to complete this legal process.

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

	●	~~We engaged a Director~~Completed the refinancing of ~~Sales, Mexico Division, Mauricio Bustamante.~~

	●	~~The portion~~our existing first and second mortgage loans on the 80 acres of ~~the~~land and existing structure of our Emerald Grove property for aggregate principal amount of $1,787,000, and net funding ~~over the last 9 months has gone to start the construction~~ of ~~the model homes which is expected to enhance sales.~~approximately $387,000.

	Three Months Ended June 30,
	2021		2020
Sales and marketing	$	1,198,300	$	58,223
General and administrative		649,398		318,430

Total Operating Expenses	$	1,847,698	$	376,653

	Three Months Ended September 30				Nine Months Ended September 30
	2020		2019		2020		2019
Sales and marketing	$	14,860	$	-	$	431,682	$	-
General and administrative		600,609		426,024		1,325,154		1,094,737

Total Operating Expenses	$	615,469	$	426,024	$	1,756,836	$	1,094,737

	●	The acquisition of land with ~~lots~~plots for sale;
	●	The sale price of future ~~lots,~~plots, compared to the sale price of ~~lots~~plots in other resorts in Mexico;
	●	The cost to construct a home on the ~~lots~~plots to be transferred, and the quality of construction;
	●	The quality of our amenities; ~~and~~
	●	The global economy and the demand for vacation ~~homes~~homes; and
	●	The on-going effects of COVID-19 on the US and ~~Global~~global economy
	●	~~The negotiations to extend or refinance~~ and specifically in our ~~debt in default~~target market.

	Six Months Ended June 30,
	2021		2020
Sales and marketing	$	1,215,200	$	416,822
General and administrative		1,420,245		724,545

Total Operating Expenses	$	2,635,445	$	1,141,367

	●	The acquisition of land with plots for sale;
	●	The sale price of future plots, compared to the sale price of plots in other resorts in Mexico;
	●	The cost to construct a home on the plots to be transferred, and the quality of construction;
	●	The quality of our amenities;
	●	The global economy and the demand for vacation homes; and
	●	The on-going effects of COVID-19 on the US and global economy and specifically in our target market.

	●	~~Curtail our operations significantly, or~~
	●	~~Seek arrangements with strategic partners or other parties that may require us to relinquish significant rights to our development of resorts and correlated services, or~~
	●	~~Explore other strategic alternatives including a merger or sale of our Company.~~

	■	inadequate internal controls relating to the authorization, recognition, capture, and review of transactions, facts, circumstances, and events that could have a material impact on the Company’s financial reporting process.

	■	inadequate controls over maintenance of records.

Exhibit No.		Description
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		The following materials from the Company’s Quarterly report for the period ended ~~September~~June 30, ~~2020~~2021, formatted in Extensible Business Reporting Language (XBRL).

Dated:	~~November 20, 2020~~August 23, 2021	International Land Alliance, Inc.


By:		~~By:~~	/s/ Roberto Jesus Valdes
				President, Principal Executive Officer and a Director


By:		~~By:~~	/s/ Jason Sunstein
			Principal Financial and Accounting Officer and a Director