Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 18, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56111 | |
Entity Registrant Name | INTERNATIONAL LAND ALLIANCE, INC. | |
Entity Central Index Key | 0001657214 | |
Entity Tax Identification Number | 46-3752361 | |
Entity Incorporation, State or Country Code | WY | |
Entity Address, Address Line One | 350 10th Avenue | |
Entity Address, Address Line Two | Suite 1000 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92101 | |
City Area Code | (877) | |
Local Phone Number | 661-4811 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 34,608,029 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 193,276 | $ 56,590 |
Accounts Receivable | 315,689 | 314,090 |
Prepaid and other current assets | 223,869 | 251,665 |
Total current assets | 732,834 | 622,345 |
Land | 203,419 | 203,419 |
Land Held for Sale | 647,399 | 647,399 |
Buildings, net | 902,782 | 915,884 |
Furniture and equipment, net | 2,682 | 2,682 |
Construction in Process | 961,020 | 852,020 |
Note receivable | 100,000 | 100,000 |
Accrued interest on note receivable | 5,207 | 3,234 |
Equity-method investment | 2,470,726 | 2,511,830 |
Total assets | 6,026,069 | 5,858,813 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,395,176 | 1,656,533 |
Contract liability | 134,163 | 126,663 |
Deposits | 20,000 | 20,000 |
Promissory notes, net of debt discounts | 2,006,482 | 102,762 |
Promissory notes, net of debt discounts– Related Parties | 914,132 | 834,984 |
Total current liabilities | 4,469,953 | 2,740,942 |
Promissory notes, net of current portion | 1,735,538 | |
Total liabilities | 4,469,953 | 4,476,480 |
Commitments and Contingencies (Note 9) | ||
Preferred Stock Series B (Temporary Equity) | 293,500 | 293,500 |
Stockholders’ equity | ||
Common stock; $0.001 par value; 75,000,000 shares authorized; 33,714,041 and 31,849,327 shares issued and outstanding as of March 31, 2022, and December 31, 2021, respectively | 33,715 | 31,850 |
Additional paid-in capital | 17,425,412 | 15,760,772 |
Accumulated deficit | (16,196,540) | (14,703,818) |
Total stockholders’ equity | 1,262,616 | 1,088,833 |
Total liabilities and stockholders’ equity | 6,026,069 | 5,858,813 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock, value | 28 | 28 |
Series B Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock, value | $ 1 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 33,714,041 | 31,849,327 |
Common stock, shares outstanding | 33,714,041 | 31,849,327 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares issued | 28,000 | 28,000 |
Preferred stock, shares outstanding | 28,000 | 28,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues, net | ||
Cost of revenues | ||
Gross profit | ||
Operating expenses | ||
Sales and marketing | 30,278 | 16,900 |
General and administrative expenses | 1,333,946 | 770,847 |
Total operating expenses | 1,364,224 | 787,747 |
Loss from operations | (1,364,224) | (787,747) |
Other income (expense) | ||
Other expense | (10,876) | |
Loss from equity-method investment | (41,104) | |
Interest income | 16,973 | 9,219 |
Interest expense | (104,367) | (201,079) |
Total other expense | (128,498) | (202,736) |
Net loss | $ (1,492,722) | $ (990,483) |
Net Loss per common share - basic and diluted | $ (0.05) | $ (0.04) |
Weighted average common shares outstanding - basic and diluted | 32,866,288 | 23,581,590 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable (Receivable) [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 28 | $ 1 | $ 23,231 | $ 8,705,620 | $ (289,044) | $ (9,641,756) | $ (1,201,920) |
Beginning balance, shares at Dec. 31, 2020 | 28,000 | 1,000 | 23,230,654 | ||||
Stock-based compensation | 67,380 | 280,000 | 347,380 | ||||
Dividend on Series Preferred | (15,000) | (15,000) | |||||
Net loss | (990,483) | (990,483) | |||||
Common stock issued with debt settlement | $ 118 | 84,480 | (75,628) | 8,970 | |||
Common stock issued with debt settlement, shares | 118,000 | ||||||
Commitment shares issued | $ 85 | 130,815 | 130,900 | ||||
Commitment shares issued, shares | 85,000 | ||||||
Common stock issued against accrued interest due to related party | $ 30 | 10,969 | 10,999 | ||||
Common stock issued against accrued interest due to related party, shares | 29,727 | ||||||
Common stock to be issued for cash | 45,000 | 45,000 | |||||
Common stock issued from plot sale | $ 100 | 32,412 | (32,512) | ||||
Common stock issued from plot sale, shares | 100,000 | ||||||
Common stock granted for services | (315,288) | 315,288 | |||||
Ending balance, value at Mar. 31, 2021 | $ 28 | $ 1 | $ 23,564 | 8,701,388 | 243,104 | (10,632,239) | (1,664,154) |
Ending balance, shares at Mar. 31, 2021 | 28,000 | 1,000 | 23,563,381 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 28 | $ 1 | $ 31,850 | 15,760,772 | (14,703,818) | 1,088,833 | |
Beginning balance, shares at Dec. 31, 2021 | 28,000 | 1,000 | 31,849,327 | ||||
Common shares issued pursuant to promissory notes | $ 450 | 201,825 | 202,275 | ||||
Common shares issued pursuant to promissory notes, shares | 450,000 | ||||||
Common stock issued for option exercise | $ 600 | $ 600 | |||||
Common stock issued for option exercise, shares | 600,000 | 600,000 | |||||
Common stock issued for consulting services | $ 815 | 446,463 | $ 447,278 | ||||
Common stock issued for consulting services, shares | 814,714 | ||||||
Stock-based compensation | 871,688 | 871,688 | |||||
Warrants issued in connection with debt financing | 159,664 | 159,664 | |||||
Dividend on Series Preferred | (15,000) | (15,000) | |||||
Net loss | (1,492,722) | (1,492,722) | |||||
Ending balance, value at Mar. 31, 2022 | $ 28 | $ 1 | $ 33,715 | $ 17,425,412 | $ (16,196,540) | $ 1,262,616 | |
Ending balance, shares at Mar. 31, 2022 | 28,000 | 1,000 | 33,714,041 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,492,722) | $ (990,483) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 871,688 | 356,350 |
Loss on debt extinguishment | 10,876 | |
Depreciation and amortization | 13,102 | 11,597 |
Loss from equity-method investment | 41,104 | |
Amortization of debt discount | 19,241 | 76,442 |
Changes in assets and liabilities | ||
Prepaid and other current assets | 27,796 | 91,254 |
Accounts receivable | (1,599) | |
Accrued interest on note receivable | (1,973) | |
Accounts payable and accrued liabilities | 170,921 | 104,826 |
Other non-current assets | 8,301 | |
Contract liability | 7,500 | 50,000 |
Deposits | 117,980 | |
Net cash used in operating activities | (344,942) | (162,857) |
Cash Flows from Investing Activities | ||
Building and Construction in Progress acquisition | (109,000) | (135,647) |
Net cash used in investing activities | (109,000) | (135,647) |
Cash Flows from Financing Activities | ||
Common stock, warrants and options sold for cash | 600 | 45,000 |
Cash payments on promissory notes- related party | (90,954) | |
Cash payments on promissory notes | (11,620) | (585,315) |
Cash proceeds from convertible notes | 522,500 | 288,874 |
Cash proceeds from promissory notes- related party | 170,102 | 288,612 |
Cash proceeds from refinancing | 368,736 | |
Net cash provided by financing activities | 590,628 | 405,907 |
Net increase in Cash | 136,686 | 107,403 |
Cash, beginning of period | 56,590 | 13,171 |
Cash, end of period | 193,276 | 120,574 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 45,702 | 75,513 |
Cash paid for income tax | ||
Non-Cash investing and financing transactions | ||
Dividend on Series B | 15,000 | 15,000 |
Commitment shares issued with convertible debt | 202,275 | 130,900 |
Common stock issued in settlement of related party accrued interest on note | 10,999 | |
Shares issued with debt modification | 8,970 | |
Debt discount from issuance of new promissory notes | 93,700 | |
Common stock issued for settlement of liability for consulting agreement | 447,278 | |
Debt discount created from warrants embedded in financing | $ 159,664 |
NATURE OF OPERATIONS AND GOING
NATURE OF OPERATIONS AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND GOING CONCERN | NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN Nature of Operations International Land Alliance, Inc. (the “Company”) was incorporated under the laws of the State of Wyoming on September 26, 2013. The Company is a residential land development company with target properties located in the Baja California, Northern region of Mexico and Southern California. The Company’s principal activities are purchasing properties, obtaining zoning and other entitlements required to subdivide the properties into residential and commercial building plots, securing financing for the purchase of the plots, improving the properties infrastructure and amenities, and selling the plots to homebuyers, retirees, investors, and commercial developers. 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 months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. For further information, refer to the audited financial statements and notes for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2022. Liquidity and Going Concern The accompanying consolidated unaudited 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 March 31, 2022, the Company’s current liabilities exceeded its current assets by approximately $ 3.7 1,492,722 16.2 345,000 The Company continues to raise additional capital through debt and equity in order to fund its operations, which may have the effect of diluting the holdings of existing shareholders. Management anticipates that the Company’s capital resources will significantly improve if its plots of land gain wider market recognition and acceptance resulting in increased plot sales. If the Company is not successful with its marketing efforts to increase sales, the Company will continue to experience a shortfall in cash, and it will be necessary to obtain funds through equity or debt financing in sufficient amounts or to further reduce its operating expenses in a manner to avoid the need to curtail its future operations subsequent to March 31, 2022. 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 order for the Company to generate positive cash flow to sustain the operations of the Company. (See Note 11 regarding subsequent events). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation 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. Principles of Consolidation 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, International Land Alliance, S.A. de C.V., a company incorporated in Mexico (“ILA Mexico”), and Emerald Grove Estates LLC, incorporated in the State of California. ILA Fund includes cash as its only assets with minimal expenses as of March 31, 2022. The sole purpose of this entity is strategic funding for the operations of the Company. ILA Mexico has lots held for sale for the Oasis Park Resort, no liabilities, and minimal expenses as of March 31, 2022. All intercompany balances and transactions are eliminated in consolidation. The Company’s consolidated subsidiaries and/or entities were as follows: SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND ENTITY Name of Consolidated Subsidiary or Entity State or Other Jurisdiction of Incorporation or Organization Attributable Interest ILA Fund I, LLC Wyoming 100 % International Land Alliance, S.A. de C.V. (ILA Mexico) Mexico 100 % Emerald Grove Estates, LLC California 100 % Investments - Equity Method 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 March 31, 2022, Management believes the carrying value of its equity method investments were recoverable in all material respects. Use of Estimates 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: ● Liability for legal contingencies. ● Useful life of buildings. ● Assumptions used in valuing equity instruments. ● Deferred income taxes and related valuation allowances. ● Going concern. ● Assessment of long-lived asset for impairment. ● Significant influence or control over the Company’s investee. ● Revenue recognition Segment Reporting The Company operates as one reportable segment under ASC 280, Segment Reporting. The Chief Operating Decision Maker (“CODM”) regularly reviews the financial information of the Company at a consolidated level in deciding how to allocate resources and in assessing performances. Cash and Cash Equivalents 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 have any cash equivalents as of March 31, 2022, and December 31, 2021, respectively. Fair Value of Financial Instruments and Fair Value Measurements Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosures, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 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 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. 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 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 receivable, prepaid and other current assets, accounts payable and accrued liabilities, contracts liability, deposits, promissory notes, net of debt discounts and promissory notes related party approximate fair value due to their relatively short maturities. Equity-method investment is recorded at cost, which approximates its fair value since the consideration transferred includes cash and a non-monetary transaction, in the form of the Company’s common stock, which was valued based on a combination of a market and asset approach. Cost Capitalization 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 Real Estate - General Land Held for Sale 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 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. Land is an indefinite lived asset that is stated at fair value at date of acquisition. Revenue Recognition Under ASC 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 guidance sets forth a 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 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. The Company determines revenue recognition through the following steps: ● identification of the agreement, or agreements, with a buyer and/or investor; ● identification of the performance obligations in the agreement for the sale of plots including delivering title to the property being acquired from ILA; ● determination of the transaction price; ● allocation of the transaction price to the 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 plots purchased. 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 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 a single performance obligation. Currently, upon execution of each contract, the Company has not developed sufficient controls and procedures to provide reasonable assurance that collection of the consideration, which the Company is entitled to, is probable. As such, the Company has not yet recognized any revenue from the seller’s financed contracts for deed in the three months ended March 31, 2022. The Company currently retains title of the underlying asset under each contract until the customer pays the consideration in full. Management considers the retention of title as merely a protective right, which would potentially not disallow revenue recognition for the full consideration to which the Company is entitled. 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 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. Advertising costs The Company expenses advertising costs when incurred. Advertising costs incurred amounted to $ 0 16,900 Debt issuance costs and debt discounts 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. Stock-Based Compensation 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 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. Any compensation cost previously recognized for an unvested award that is forfeited because of a failure to satisfy a service condition is reversed in the period of the forfeiture. Compensation expense is recognized on a straight-line basis over the requisite service period of the award. Stock-based compensation includes the fair value of options, warrants and restricted stocks issued to employees, directors, and non-employees. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes 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. Loss Per Share The Company computes loss per share in accordance with ASC 260 – Earnings per Share Securities that are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been antidilutive are: SCHEDULE OF POTENTIALLY DILUTIVE SHARES For the three months ended March 31, 2022 For the three months ended March 31, 2021 Options 3,850,000 2,900,000 Warrants 3,867.500 460,000 Total potentially dilutive shares 7,717,500 3,360,000 Concentration of Credit Risk 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 March 31, 2022. Reclassification Certain reclassifications have been made to prior year’s data to confirm to the current year’s presentation. Such reclassifications had no impact on the Company’s financial condition, operating results, cash flows or stockholders’ deficit. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models 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. The amendments are effective for 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 fiscal years beginning after December 15, 2020, including interim periods. The Company adopted the new standard on January 1, 2022, which did not result in a material impact on the Company’s consolidated results of operations, financial position, and cash flows. 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 effectively a financed purchase by the lessee. This classification will determine whether related expenses are recognized based on 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 emerging growth companies such as the Company, ASU No. 2016-02 is effective for financial statements issued for fiscal years beginning after December 15, 2021. Early adoption is permitted. 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 adopted the new standard on January 1, 2022, which did not result in a material impact on the Company’s consolidated results of operations, financial position, and cash flows, as the Company has no material leases. |
ASSET PURCHASE AND TITLE TRANSF
ASSET PURCHASE AND TITLE TRANSFER | 3 Months Ended |
Mar. 31, 2022 | |
Asset Purchase And Title Transfer | |
ASSET PURCHASE AND TITLE TRANSFER | NOTE 3 – ASSET PURCHASE AND TITLE TRANSFER Emerald Grove Asset Purchase On July 30, 2018, Jason Sunstein, the Chief Financial Officer, entered into a Residential Purchase Agreement ) to acquire real property located in Hemet, California, which included approximately 80 1.1 1,122,050 271,225 850,826 80 1,787,000 387,000 On September 30, 2019, the Company entered into a contract for deed agreement with IntegraGreen whose principal is also a creditor. Under the agreement the Company agreed to the sale of 20 630,000 63,000 3,780 During the year ended December 31, 2021, the Company received an additional $ 149,980 496,797 20 During the three months ended March 31, 2022, the Company recognized $ 15,000 Oasis Park Title Transfer 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 497 670,000 647,399 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. During the three months ended March 31, 2022, the Company did not enter into any new contract to sell plots of land. During the year ended December 31, 2021, the Company sold three (3) lots to an affiliate related party of the Company for a total purchase price of $ 120,000 19,500 7,500 27,000 22.5 |
LAND, BUILDING, NET AND CONSTRU
LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS | NOTE 4 – LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS Land, buildings, net and construction in process as of March 31, 2022, and December 31, 2021: SCHEDULE OF LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS Useful life March 31, 2022 December 31, 2021 Land – Emerald Grove $ 203,419 $ 203,419 Land held for sale – Oasis Park $ 647,399 $ 647,399 Construction in Process (Divino – Bajamar) $ 961,020 $ 852,020 Furniture & equipment 5 $ 2,682 $ 2,682 Building – Emerald Grove 20 $ 1,048,138 $ 1,048,138 Less: Accumulated depreciation (145,356 ) (132,254 ) Building, net $ 902,782 $ 915,884 Depreciation expense was $ 13,102 11,597 Valle Divino The Valle Divino is the Company’s premier wine country development project in Ensenada, Baja California. This land project consists of 20 The Company funded the construction by an additional $ 67,000 423,275 356,275 As of March 31, 2022, the Company almost completed construction of the club house, the wine tasting room and sales office in anticipation of beginning site tours . As of March 31, 2022, the Company has presold 13 units, proceeds of which were recorded under contract liability in the Company’s consolidated financial statements, since the Company has not met the criteria for the existence of a contract pursuant to ASC 606. Plaza Bajamar This project is located within the internationally renowned Bajamar Ocean Front Hotel and golf resort. The Company partnered with CleanSpark to provide sustainable, advanced solar-plus-storage power solutions. The Company has completed a 2BR/2BA model home, an enhanced entrance, and interior roads as well as site preparation for four (4) new homes adjacent to the model home. The Company is moving to the next stage, which will provide all units in the property with solar microgrid installations. In November and December 2019, $ 250,000 150,000 100,000 150,000 250,000 150,000 The Company funded the construction by an additional $ 18,000 437,147 419,147 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS Chief Executive Officer Effective January 1, 2020, the Company executed an employment agreement with its Chief Executive Officer. The Company has paid $11,561 of salary to its Chief Executive Officer for the three months ended March 31, 2022. The Company has accrued $33,038 of compensation costs in relation to the employment agreement for the three months ended March 31, 2022. The balance owed is $286,940 and $265,463 as of March 31, 2022, and December 31, 2021, respectively. On October 2, 2021, the Company issued 500,000 0.50 5 270,000 135,000 Chief Financial Officer Effective January 1, 2020, the Company executed an employment agreement with its Chief Financial Officer. The Company paid its Chief Financial Officer salary compensation for services directly related to continued operations of $ 15,000 33,038 192,243 174,205 On October 2, 2021, the Company issued 500,000 0.50 5 270,000 135,000 The Company’s Chief Financial Officer is also the managing member of Six Twenty Management LLC, an entity that has been providing ongoing capital support to the Company (See Note 7). The Company’s Chief Financial Officer also facilitated the Emerald Grove asset purchase as described in Note 3. President The Company paid its President salary compensation for services directly related to continued operations of $ 15,000 33,038 79,769 61,731 Frank Ingrande is the co-founder and owner of 25% |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE Promissory notes consisted of the following at March 31, 2022, and December 31, 2021: SCHEDULE OF PROMISSORY NOTES March 31, December 31, Note payable, due August 2020 $ 24,785 $ 24,785 Note payable, 18 March 2020 1,500 1,500 Note Payable, 15 March 2021 76,477 76,477 Note payable, 12 February 2023 1,787,000 1,787,000 Note payable, 10 February 2023 104,580 - Note payable, 12 March 2023 250,000 - Note payable, 12 March 2023 250,000 - Total Notes Payable $ 2,494,342 $ 1,889,762 Less discounts (487,860 ) (51,462 ) Total Notes Payable 2,006,482 1,838,300 Less current portion (2,006,482 ) (102,762 ) Total Notes Payable - long term $ - $ 1,735,538 Interest expense including amortization of the associated debt discount for the three months ended March 31, 2022, and 2021, was $ 104,367 231,115 Convertible Notes Sixth Street Lending LLC On February 2, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $ 116,200 100,000 3,750 12,450 10 12,782 The note is convertible upon an event of default at the noteholder’s option into shares of our common stock at the greater of a fixed conversion price or 25 12,782 11,620 1,162 The balance owed to Sixth Street Lending LLC is $ 104,580 589 Mast Hill Fund, L.P (“Mast note”) On March 23, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $ 250,000 211,250 13,750 25,000 12 35,000 225,000 101,000 343,750 0.80 five years The note is convertible upon an event of default at the noteholder’s option into shares of our common stock at a fixed conversion price of $ 0.35 During the three months ended March 31, 2022, the Company did not pay any principal or interest on the Mast note. The principal balance owed to Mast Hill Fund is $ 250,000 600 Blue Lake Partners LLC (“Blue Lake note”) On March 28, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $ 250,000 211,250 13,750 25,000 12 35,000 225,000 101,000 343,750 0.80 five years The note is convertible upon an event of default at the noteholder’s option into shares of our common stock at a fixed conversion price of $ 0.35 During the three months ended March 31, 2022, the Company did not pay any principal or interest on the Blue Lake note. The principal balance owed to Blue Lake Partners is $ 250,000 200 |
PROMISSORY NOTES _ RELATED PART
PROMISSORY NOTES – RELATED PARTIES | 3 Months Ended |
Mar. 31, 2022 | |
Promissory Notes Related Parties | |
PROMISSORY NOTES – RELATED PARTIES | NOTE 7 – PROMISSORY NOTES – RELATED PARTIES Related party promissory notes consisted of the following at March 31, 2022, and December 31, 2021: SCHEDULE OF RELATED PARTY TRANSACTIONS March 31, December 31, RAS Real Estate LLC – Past maturity $ 335,089 $ 365,590 Six-Twenty Management LLC – On demand 559,933 447,317 Lisa Landau – On demand 19,110 22,077 Total On demand notes, net of discount $ 914,132 $ 834,984 Six Twenty Management LLC (“Six-Twenty”) On March 31, 2021, the Company executed a non-convertible promissory note with a related party for an initial amount funded of $ 288,611 8 During the three months ended March 31, 2022, Six-Twenty funded the Company for additional cash of $ 144,200 During the three months ended March 31, 2022, the Company paid $ 31,584 559,933 35,399 447,317 24,354 RAS, LLC (past maturity) On October 25, 2019, the Company issued a promissory note to RAS, LLC, a company controlled by an employee, who is a relative of the Company’s Chief Financial Officer for $ 440,803 10 18 2,500,000 30,500 335,089 365,590 During the three months ended March 31, 2022, the Company paid $ 8,800 15,000 21,300 15,200 Lisa Landau Lisa Landau is a relative of the Company’s Chief Financial Officer. Lisa Landau advanced approximately $ 25,900 28,870 19,110 |
EQUITY METHOD INVESTMENT
EQUITY METHOD INVESTMENT | 3 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 8 – EQUITY METHOD INVESTMENT In May 2021, the Company acquired a 25 3,000,000 0.86 100,000 2,680,000 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 . The following represents summarized financial information of RCV as of and for the three months ended March 31, 2022: SUMMARIZED FINANCIAL INFORMATION OF RCVD Income statement March 31, 2022 Revenue $ 389,488 Cost of goods sold (175,059 ) Gross margin 214,429 Operating expenses (461,389 ) Other Income 82,542 Net loss $ (164,418 ) Balance sheet Current assets $ 2,129,585 Non-current assets $ 4,821,055 Current liabilities $ 9,564,784 Non-Current liabilities $ 5,627,903 Based on its 25 41,104 2,470,726 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Commitment to Purchase Land (Valle Divino) The land project consisting 20 Land purchase- Plaza Bajamar. 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 $ 1,000,000 600,000 250,000 1.00 150,000 150,000 1,150,000 Commitment to Sell Land (IntegraGreen) On September 30, 2019, the Company entered into a contract for deed agreement with IntegraGreen whose principal is also a creditor. Under the agreement the Company agreed to the sale of 20 630,000 63,000 3,780 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 initial payment of $ 63,000 0 9,219 Effective on October 1, 2021, management determined that the agreement met the definition of a contract pursuant to the guidance in ASU 2014-09 Revenue from Contracts with Customers (Topic 606). During the three months ended March 31, 2022, the Company recognized $ 8,340 6,700 Oasis Park Resort construction budget During the year ended December 31, 2021, the Company engaged a general contractor to complete phase I of the project including the two-mile access road and the community entrance structure. The contractor also commenced phase II construction including the waterfront clubhouse, casitas and model homes. The total budget was established at approximately $ 512,000 100,500 411,500 Litigation Costs and Contingencies 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. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY The Company’s equity at March 31, 2022, consisted of 75,000,000 authorized shares of common stock and 2,000,000 authorized shares of preferred stock, both with a par value of $ 0.001 per share. As of March 31, 2022, and December 31, 2021, there were 33,714,041 and 31,849,327 shares of common stock issued and outstanding, respectively. As of March 31, 2022, and December 31, 2021, 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’s shareholders approved an increase of the Company’s authorized common stock from 75,000,000 100,000,000 75,000,000 150,000,000 The Company has reserved a total of 3,000,000 600,000 600,000 1,700,000 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 Company’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 will be “non-qualified”. Pursuant to the 2019 Plan, the Company has reserved a total of 3,000,000 2,150,000 All shares of common stock issued during the three months ended March 31, 2022, and 2021, were unregistered. Activity during the three months ended March 31, 2022 During the three months ended March 31, 2022, the Company issued an aggregate of 450,000 202,000 During the three months ended March 31, 2022, the Company issued 600,000 600 During the three months ended March 31, 2022, the Company issued 814,714 447,300 Activity during the three months ended March 31, 2021 During the three months ended March 31, 2021, the Company agreed to issue 200,000 280,000 During the three months ended March 31, 2021, the Company received cash of $ 45,000 100,000 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 10,000 On January 1, 2021, the Company issued an aggregate of 95,000 75,600 On January 1, 2021, the Company issued an aggregate of 23,000 8,970 On February 25, 2021, the Company issued 85,000 130,900 On December 8, 2020, the Company received cash proceeds of $ 20,000 50,000 20,000 11,890 8,110 On December 31, 2020, the Company received cash proceeds of $ 30,000 50,000 30,000 20,622 9,378 Preferred Stock On November 6, 2019, the Company authorized and issued 1,000 350,000 500,000 293,500 35 The terms and conditions of the Series B include an in-kind accrual feature, which provides for a cumulative accrual at a rate of 12 15,000 The Securities Purchase Agreement (“SPA”) states that the in-kind accrual rate should be increased by10% per year upon each occurrence of an event of default. In addition, the SPA further states that the conversion price initially set at a discount of 35% to the market price should be further increased by additional 10% upon each occurrence of an event of default. At the date of this Quarterly Report, CleanSpark claims that the Company was in default in three instances triggering further discount to the market price for the conversion feature and additional accrual rate. The Company did not issue any share of preferred stock during the three months ended March 31, 2022. Warrants A summary of the Company’s warrant activity during the three months ended March 31, 2022, is presented below: SCHEDULE OF WARRANTS ACTIVITY Weighted Weighted Contract Number of Warrants Average Exercise Price Term (Year) Outstanding at December 31, 2021 3,180,000 $ 0.69 5.08 Granted 687,500 0.80 4.99 Exercised - - - Forfeited-Canceled - - - Outstanding at March 31, 2022 3,867,500 $ 0.71 4.86 Exercisable at March 31, 2022 3,867,500 During the three months ended March 31, 2022, the Company issued 687,500 The warrants have an exercise price of $ 0.80 125 The aggregate intrinsic value as of March 31, 2022, and December 31, 2021, was $ 0 The Company used the following assumptions to value the warrants issued during the three months ended March 31, 2022: SCHEDULE OF ASSUMPTIONS TO VALUE WARRANTS March 2022 Warrants Risk free rate 0.23 % Market price per share $ 0.45 Life of instrument in years 2.50 Volatility 132.2 % Dividend yield 0 % Options A summary of the Company’s option activity during the three months ended March 31, 2022, is presented below: SCHEDULE OF OPTION ACTIVITY Weighted Weighted Average Remaining Contract Number of Options Average Exercise Price Term (Year) Outstanding at December 31, 2021 3,850,000 $ 0.41 4.30 Granted 600,000 0.001 5.00 Exercised (600,000 ) (0.001 ) ( 5.00 ) Forfeited-Canceled - - - Outstanding at March 31, 2022 3,850,000 $ 0.41 4.06 Exercisable at March 31, 2022 2,000,000 Options outstanding as of March 31, 2022, and December 31, 2021, had aggregate intrinsic value of $ 227,500 716,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS The Company has evaluated subsequent events for adjustment to or disclosure in its consolidated financial statements through the date of this report, and has not identified any recordable or disclosable events, not otherwise reported in these consolidated financial statements or the notes thereto, except for the following: Subsequent to March 31, 2022, the Company issued 805,000 322,000 Subsequent to March 31, 2022, the Company issued 88,988 40,500 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation 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. |
Principles of Consolidation | Principles of Consolidation 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, International Land Alliance, S.A. de C.V., a company incorporated in Mexico (“ILA Mexico”), and Emerald Grove Estates LLC, incorporated in the State of California. ILA Fund includes cash as its only assets with minimal expenses as of March 31, 2022. The sole purpose of this entity is strategic funding for the operations of the Company. ILA Mexico has lots held for sale for the Oasis Park Resort, no liabilities, and minimal expenses as of March 31, 2022. All intercompany balances and transactions are eliminated in consolidation. The Company’s consolidated subsidiaries and/or entities were as follows: SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND ENTITY Name of Consolidated Subsidiary or Entity State or Other Jurisdiction of Incorporation or Organization Attributable Interest ILA Fund I, LLC Wyoming 100 % International Land Alliance, S.A. de C.V. (ILA Mexico) Mexico 100 % Emerald Grove Estates, LLC California 100 % |
Investments - Equity Method | Investments - Equity Method 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 March 31, 2022, Management believes the carrying value of its equity method investments were recoverable in all material respects. |
Use of Estimates | Use of Estimates 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: ● Liability for legal contingencies. ● Useful life of buildings. ● Assumptions used in valuing equity instruments. ● Deferred income taxes and related valuation allowances. ● Going concern. ● Assessment of long-lived asset for impairment. ● Significant influence or control over the Company’s investee. ● Revenue recognition |
Segment Reporting | Segment Reporting The Company operates as one reportable segment under ASC 280, Segment Reporting. The Chief Operating Decision Maker (“CODM”) regularly reviews the financial information of the Company at a consolidated level in deciding how to allocate resources and in assessing performances. |
Cash and Cash Equivalents | Cash and Cash Equivalents 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 have any cash equivalents as of March 31, 2022, and December 31, 2021, respectively. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosures, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 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 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. 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 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 receivable, prepaid and other current assets, accounts payable and accrued liabilities, contracts liability, deposits, promissory notes, net of debt discounts and promissory notes related party approximate fair value due to their relatively short maturities. Equity-method investment is recorded at cost, which approximates its fair value since the consideration transferred includes cash and a non-monetary transaction, in the form of the Company’s common stock, which was valued based on a combination of a market and asset approach. |
Cost Capitalization | Cost Capitalization 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 Real Estate - General |
Land Held for Sale | Land Held for Sale 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 | Land and Buildings 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. Land is an indefinite lived asset that is stated at fair value at date of acquisition. |
Revenue Recognition | Revenue Recognition Under ASC 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 guidance sets forth a 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 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. The Company determines revenue recognition through the following steps: ● identification of the agreement, or agreements, with a buyer and/or investor; ● identification of the performance obligations in the agreement for the sale of plots including delivering title to the property being acquired from ILA; ● determination of the transaction price; ● allocation of the transaction price to the 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 plots purchased. 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 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 a single performance obligation. Currently, upon execution of each contract, the Company has not developed sufficient controls and procedures to provide reasonable assurance that collection of the consideration, which the Company is entitled to, is probable. As such, the Company has not yet recognized any revenue from the seller’s financed contracts for deed in the three months ended March 31, 2022. The Company currently retains title of the underlying asset under each contract until the customer pays the consideration in full. Management considers the retention of title as merely a protective right, which would potentially not disallow revenue recognition for the full consideration to which the Company is entitled. 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 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. |
Advertising costs | Advertising costs The Company expenses advertising costs when incurred. Advertising costs incurred amounted to $ 0 16,900 |
Debt issuance costs and debt discounts | Debt issuance costs and debt discounts 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. |
Stock-Based Compensation | Stock-Based Compensation 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 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. Any compensation cost previously recognized for an unvested award that is forfeited because of a failure to satisfy a service condition is reversed in the period of the forfeiture. Compensation expense is recognized on a straight-line basis over the requisite service period of the award. Stock-based compensation includes the fair value of options, warrants and restricted stocks issued to employees, directors, and non-employees. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes 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. |
Loss Per Share | Loss Per Share The Company computes loss per share in accordance with ASC 260 – Earnings per Share Securities that are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been antidilutive are: SCHEDULE OF POTENTIALLY DILUTIVE SHARES For the three months ended March 31, 2022 For the three months ended March 31, 2021 Options 3,850,000 2,900,000 Warrants 3,867.500 460,000 Total potentially dilutive shares 7,717,500 3,360,000 |
Concentration of Credit Risk | Concentration of Credit Risk 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 March 31, 2022. |
Reclassification | Reclassification Certain reclassifications have been made to prior year’s data to confirm to the current year’s presentation. Such reclassifications had no impact on the Company’s financial condition, operating results, cash flows or stockholders’ deficit. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models 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. The amendments are effective for 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 fiscal years beginning after December 15, 2020, including interim periods. The Company adopted the new standard on January 1, 2022, which did not result in a material impact on the Company’s consolidated results of operations, financial position, and cash flows. 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 effectively a financed purchase by the lessee. This classification will determine whether related expenses are recognized based on 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 emerging growth companies such as the Company, ASU No. 2016-02 is effective for financial statements issued for fiscal years beginning after December 15, 2021. Early adoption is permitted. 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 adopted the new standard on January 1, 2022, which did not result in a material impact on the Company’s consolidated results of operations, financial position, and cash flows, as the Company has no material leases. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND ENTITY | The Company’s consolidated subsidiaries and/or entities were as follows: SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND ENTITY Name of Consolidated Subsidiary or Entity State or Other Jurisdiction of Incorporation or Organization Attributable Interest ILA Fund I, LLC Wyoming 100 % International Land Alliance, S.A. de C.V. (ILA Mexico) Mexico 100 % Emerald Grove Estates, LLC California 100 % |
SCHEDULE OF POTENTIALLY DILUTIVE SHARES | Securities that are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been antidilutive are: SCHEDULE OF POTENTIALLY DILUTIVE SHARES For the three months ended March 31, 2022 For the three months ended March 31, 2021 Options 3,850,000 2,900,000 Warrants 3,867.500 460,000 Total potentially dilutive shares 7,717,500 3,360,000 |
LAND, BUILDING, NET AND CONST_2
LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS | Land, buildings, net and construction in process as of March 31, 2022, and December 31, 2021: SCHEDULE OF LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS Useful life March 31, 2022 December 31, 2021 Land – Emerald Grove $ 203,419 $ 203,419 Land held for sale – Oasis Park $ 647,399 $ 647,399 Construction in Process (Divino – Bajamar) $ 961,020 $ 852,020 Furniture & equipment 5 $ 2,682 $ 2,682 Building – Emerald Grove 20 $ 1,048,138 $ 1,048,138 Less: Accumulated depreciation (145,356 ) (132,254 ) Building, net $ 902,782 $ 915,884 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF PROMISSORY NOTES | Promissory notes consisted of the following at March 31, 2022, and December 31, 2021: SCHEDULE OF PROMISSORY NOTES March 31, December 31, Note payable, due August 2020 $ 24,785 $ 24,785 Note payable, 18 March 2020 1,500 1,500 Note Payable, 15 March 2021 76,477 76,477 Note payable, 12 February 2023 1,787,000 1,787,000 Note payable, 10 February 2023 104,580 - Note payable, 12 March 2023 250,000 - Note payable, 12 March 2023 250,000 - Total Notes Payable $ 2,494,342 $ 1,889,762 Less discounts (487,860 ) (51,462 ) Total Notes Payable 2,006,482 1,838,300 Less current portion (2,006,482 ) (102,762 ) Total Notes Payable - long term $ - $ 1,735,538 |
PROMISSORY NOTES _ RELATED PA_2
PROMISSORY NOTES – RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Promissory Notes Related Parties | |
SCHEDULE OF RELATED PARTY TRANSACTIONS | Related party promissory notes consisted of the following at March 31, 2022, and December 31, 2021: SCHEDULE OF RELATED PARTY TRANSACTIONS March 31, December 31, RAS Real Estate LLC – Past maturity $ 335,089 $ 365,590 Six-Twenty Management LLC – On demand 559,933 447,317 Lisa Landau – On demand 19,110 22,077 Total On demand notes, net of discount $ 914,132 $ 834,984 |
EQUITY METHOD INVESTMENT (Table
EQUITY METHOD INVESTMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
SUMMARIZED FINANCIAL INFORMATION OF RCVD | The following represents summarized financial information of RCV as of and for the three months ended March 31, 2022: SUMMARIZED FINANCIAL INFORMATION OF RCVD Income statement March 31, 2022 Revenue $ 389,488 Cost of goods sold (175,059 ) Gross margin 214,429 Operating expenses (461,389 ) Other Income 82,542 Net loss $ (164,418 ) Balance sheet Current assets $ 2,129,585 Non-current assets $ 4,821,055 Current liabilities $ 9,564,784 Non-Current liabilities $ 5,627,903 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS ACTIVITY | A summary of the Company’s warrant activity during the three months ended March 31, 2022, is presented below: SCHEDULE OF WARRANTS ACTIVITY Weighted Weighted Contract Number of Warrants Average Exercise Price Term (Year) Outstanding at December 31, 2021 3,180,000 $ 0.69 5.08 Granted 687,500 0.80 4.99 Exercised - - - Forfeited-Canceled - - - Outstanding at March 31, 2022 3,867,500 $ 0.71 4.86 Exercisable at March 31, 2022 3,867,500 |
SCHEDULE OF ASSUMPTIONS TO VALUE WARRANTS | The Company used the following assumptions to value the warrants issued during the three months ended March 31, 2022: SCHEDULE OF ASSUMPTIONS TO VALUE WARRANTS March 2022 Warrants Risk free rate 0.23 % Market price per share $ 0.45 Life of instrument in years 2.50 Volatility 132.2 % Dividend yield 0 % |
SCHEDULE OF OPTION ACTIVITY | A summary of the Company’s option activity during the three months ended March 31, 2022, is presented below: SCHEDULE OF OPTION ACTIVITY Weighted Weighted Average Remaining Contract Number of Options Average Exercise Price Term (Year) Outstanding at December 31, 2021 3,850,000 $ 0.41 4.30 Granted 600,000 0.001 5.00 Exercised (600,000 ) (0.001 ) ( 5.00 ) Forfeited-Canceled - - - Outstanding at March 31, 2022 3,850,000 $ 0.41 4.06 Exercisable at March 31, 2022 2,000,000 |
NATURE OF OPERATIONS AND GOIN_2
NATURE OF OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Working capital | $ 3,700,000 | ||
Net Income Loss | 1,492,722 | $ 990,483 | |
Accumulated deficit | 16,196,540 | $ 14,703,818 | |
Net cash used in operating activities | $ 344,942 | $ 162,857 |
SCHEDULE OF CONSOLIDATED SUBSID
SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND ENTITY (Details) | 3 Months Ended |
Mar. 31, 2022 | |
ILA Fund I, LLC [Member] | |
State or Other Jurisdiction of Incorporation or Organization | Wyoming |
Attributable Interest | 100.00% |
International Land Alliance, S.A. de C.V. (ILA Mexico) [Member] | |
State or Other Jurisdiction of Incorporation or Organization | Mexico |
Attributable Interest | 100.00% |
Emerald Grove Estates, LLC [Member] | |
State or Other Jurisdiction of Incorporation or Organization | California |
Attributable Interest | 100.00% |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SHARES (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 7,717,500 | 3,360,000 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 3,850,000 | 2,900,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 3,867.500 | 460,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Advertising Expense | $ 0 | $ 16,900 |
ASSET PURCHASE AND TITLE TRAN_2
ASSET PURCHASE AND TITLE TRANSFER (Details Narrative) | Apr. 01, 2020USD ($) | Jul. 30, 2018USD ($)a | Mar. 31, 2022USD ($)a | Dec. 31, 2021USD ($)a | Mar. 31, 2021USD ($)a | Sep. 30, 2019USD ($)a | Jun. 18, 2019USD ($)a | Mar. 18, 2019USD ($) |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Area of Land | a | 20 | |||||||
Acquisition costs assets | $ 1,122,050 | |||||||
Interest income from financing component | $ 15,000 | |||||||
Emerald Grove Property [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Asset acquisition, aggregate amount funded | $ 27,000 | |||||||
Asset acquisition price percentage | 22.50% | |||||||
Baja Residents Club (BRC) [Member] | Robert Valdes [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Area of Land | a | 497 | |||||||
Assets held-for-sale, long-lived, fair value | $ 647,399 | $ 670,000 | ||||||
Total purchase price | $ 120,000 | |||||||
Total purchase price funded amount | $ 19,500 | |||||||
Affiliate Costs | 7,500 | |||||||
IntegraGreen [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Area of Land | a | 20 | |||||||
Additional purchase | $ 149,980 | |||||||
Revenue from Related Parties | $ 496,797 | |||||||
Land [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Acquisition costs assets | 271,225 | |||||||
Building [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Acquisition costs assets | $ 850,826 | |||||||
Contract For Deed Agreement [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Payments on interest | $ 3,780 | $ 3,780 | ||||||
Contract For Deed Agreement [Member] | IntegraGreen [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Area of Land | a | 20 | |||||||
Purchase price of land | $ 630,000 | |||||||
Balance of balloon payment | $ 63,000 | |||||||
Jason Sunstein [Member] | Residential Purchase Agreement (RPA) [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Area of Land | a | 80 | 80 | ||||||
Acquire real property | $ 1,100,000 | |||||||
Aggregate property principal amount | $ 1,787,000 | |||||||
Property funding amount | $ 387,000 |
SCHEDULE OF LAND, BUILDING, NET
SCHEDULE OF LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | $ (145,356) | $ (132,254) |
Buildings, net | 902,782 | 915,884 |
Land Emerald Grove [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | 203,419 | 203,419 |
Land Held For Sale Oasis Park [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | 647,399 | 647,399 |
Construction In Process Divino Bajamar [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | 961,020 | 852,020 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | $ 2,682 | 2,682 |
Useful life of asset | 5 years | |
Buildings - Emerald Grove [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | $ 1,048,138 | $ 1,048,138 |
Useful life of asset | 20 years |
LAND, BUILDING, NET AND CONST_3
LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Nov. 30, 2019USD ($) | Mar. 31, 2022USD ($)a | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2021USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation expenses | $ 13,102 | $ 11,597 | ||||
Area of land acquired | a | 20 | |||||
Valle Divino [Member] | Chief Executive Officer [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Payments for construction in process | $ 67,000 | |||||
Land and buildings, net | $ 423,275 | $ 356,275 | ||||
Valle Divino [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Area of land acquired | a | 20 | |||||
Two Model Villas [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Payments for construction in process | $ 18,000 | |||||
Land and buildings, net | $ 437,147 | $ 419,147 | ||||
Stock issued during period shares purchase of assets | shares | 250,000 | |||||
Stock issued during period value for purchase of assets | $ 150,000 | |||||
Two Model Villas [Member] | Roberto Valdes [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Payments for construction in process | $ 150,000 | $ 150,000 | ||||
Payments to acquire property, plant, and equipment | 250,000 | 250,000 | ||||
Down payment for purchase of land | 100,000 | 100,000 | ||||
Construction payable | $ 150,000 | $ 150,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Oct. 02, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of shares stock options | 600,000 | ||
Employment Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Equity method investment, ownership percentage | 25.00% | ||
Employment Agreement [Member] | Chief Executive Officer [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of shares stock options | 500,000 | ||
Strike price | $ 0.50 | ||
Contractual term | 5 years | ||
Estimated fair value | $ 270,000 | ||
Share-Based Compensation | $ 135,000 | ||
Employment Agreement [Member] | Chief Financial Officer [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of shares stock options | 500,000 | ||
Strike price | $ 0.50 | ||
Contractual term | 5 years | ||
Estimated fair value | $ 270,000 | ||
Share-Based Compensation | 135,000 | ||
Salary compensation continued operations | $ 15,000 | ||
Accrued compensation cost | 33,038 | ||
Due to related parties | 192,243 | 174,205 | |
Employment Agreement [Member] | President [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Salary compensation continued operations | 15,000 | ||
Accrued compensation cost | 33,038 | ||
Due to related parties | $ 79,769 | $ 61,731 |
SCHEDULE OF PROMISSORY NOTES (D
SCHEDULE OF PROMISSORY NOTES (Details) (Parenthetical) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Payable One [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Maturity Date | August 2020 |
Notes Payable Two [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Maturity Date | March 2020 |
Debt Instrument,Percentage | 18.00% |
Notes Payable Three [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Maturity Date | March 2021 |
Debt Instrument,Percentage | 15.00% |
Notes Payable Four [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Maturity Date | February 2023 |
Debt Instrument,Percentage | 12.00% |
Notes Payable Five [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Maturity Date | February 2023 |
Debt Instrument,Percentage | 10.00% |
Notes Payable Six [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Maturity Date | March 2023 |
Debt Instrument,Percentage | 12.00% |
Notes Payable Seven [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Maturity Date | March 2023 |
Debt Instrument,Percentage | 12.00% |
SCHEDULE OF PROMISSORY NOTES _2
SCHEDULE OF PROMISSORY NOTES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total Notes Payable | $ 2,494,342 | $ 1,889,762 |
Less discounts | (487,860) | (51,462) |
Total Notes Payable, net of discount | 2,006,482 | 1,838,300 |
Less current portion | (2,006,482) | (102,762) |
Total Notes Payable - long term | 1,735,538 | |
Notes Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Total Notes Payable | 24,785 | 24,785 |
Notes Payable Two [Member] | ||
Short-Term Debt [Line Items] | ||
Total Notes Payable | 1,500 | 1,500 |
Notes Payable Three [Member] | ||
Short-Term Debt [Line Items] | ||
Total Notes Payable | 76,477 | 76,477 |
Notes Payable Four [Member] | ||
Short-Term Debt [Line Items] | ||
Total Notes Payable | 1,787,000 | 1,787,000 |
Notes Payable Five [Member] | ||
Short-Term Debt [Line Items] | ||
Total Notes Payable | 104,580 | |
Notes Payable Six [Member] | ||
Short-Term Debt [Line Items] | ||
Total Notes Payable | 250,000 | |
Notes Payable Seven [Member] | ||
Short-Term Debt [Line Items] | ||
Total Notes Payable | $ 250,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Mar. 28, 2022 | Mar. 28, 2022 | Mar. 23, 2022 | Mar. 23, 2022 | Feb. 02, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||||||||
Amortization of debt discount | $ 19,241 | $ 76,442 | ||||||
Net proceeds from convertible promissory note | 522,500 | 288,874 | ||||||
Original issuance discount | 487,860 | $ 51,462 | ||||||
Repayments of notes payable | $ 11,620 | $ 585,315 | ||||||
Number of shares issued for common stock | 100,000 | |||||||
Number of shares issued for common stock, value | $ 45,000 | |||||||
Warrant exercise price per share | $ 0.80 | |||||||
Sixth Street Lending Llc [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Accrued interest | $ 589 | |||||||
Debt Instrument, Face Amount | 104,580 | |||||||
Mast Hill Fund Lp [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Accrued interest | 600 | |||||||
Debt Instrument, Face Amount | 250,000 | |||||||
Blue Lake Partners LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Accrued interest | 200 | |||||||
Debt Instrument, Face Amount | 250,000 | |||||||
Notes Payable [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Amortization of debt discount | 104,367 | $ 231,115 | ||||||
Convertible Promissory Note [Member] | Sixth Street Lending Llc [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Gross proceeds from convertible promissory note | $ 116,200 | |||||||
Net proceeds from convertible promissory note | 100,000 | |||||||
Debt instrument net of issuance costs | 3,750 | |||||||
Original issuance discount | $ 12,450 | |||||||
Debt, interest rate | 10.00% | |||||||
Monthly installments amount | $ 12,782 | |||||||
Repayments of notes payable | 11,620 | |||||||
Accrued interest | 1,162 | |||||||
Convertible Promissory Note [Member] | Mast Hill Fund Lp [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Gross proceeds from convertible promissory note | $ 250,000 | |||||||
Net proceeds from convertible promissory note | 211,250 | |||||||
Debt instrument net of issuance costs | 13,750 | $ 13,750 | ||||||
Original issuance discount | $ 25,000 | $ 25,000 | ||||||
Debt, interest rate | 12.00% | 12.00% | ||||||
Monthly installments amount | $ 35,000 | |||||||
Convertible Promissory Note [Member] | Blue Lake Partners LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Gross proceeds from convertible promissory note | $ 250,000 | |||||||
Net proceeds from convertible promissory note | 211,250 | |||||||
Debt instrument net of issuance costs | 13,750 | $ 13,750 | ||||||
Original issuance discount | $ 25,000 | $ 25,000 | ||||||
Debt, interest rate | 12.00% | 12.00% | ||||||
Monthly installments amount | $ 35,000 | |||||||
Number of shares issued for common stock | 225,000 | |||||||
Number of shares issued for common stock, value | $ 101,000 | |||||||
Warrants to purchase shares of common stock | 343,750 | 343,750 | ||||||
Warrant exercise price per share | $ 0.80 | $ 0.80 | ||||||
Debt conversion price per share | $ 0.35 | $ 0.35 | ||||||
Promissory Note [Member] | Sixth Street Lending Llc [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Monthly installments amount | $ 12,782 | |||||||
Debt instrument, conversion percentage | 25.00% | |||||||
Promissory Note [Member] | Mast Hill Fund Lp [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Number of shares issued for common stock | 225,000 | |||||||
Number of shares issued for common stock, value | $ 101,000 | |||||||
Warrants to purchase shares of common stock | 343,750 | 343,750 | ||||||
Warrant exercise price per share | $ 0.80 | $ 0.80 | ||||||
Warrant term | 5 years | 5 years | ||||||
Debt conversion price per share | $ 0.35 | $ 0.35 | ||||||
Promissory Note [Member] | Blue Lake Partners LLC [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Warrant term | 5 years | 5 years |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total Notes Payable | $ 914,132 | $ 834,984 |
Promissory Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Total Notes Payable | 914,132 | 834,984 |
Promissory Notes [Member] | RAS Real Estate LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Total Notes Payable | 335,089 | 365,590 |
Promissory Notes [Member] | Six Twenty Management [Member] | ||
Short-Term Debt [Line Items] | ||
Total Notes Payable | 559,933 | 447,317 |
Promissory Notes [Member] | Lisa Landau [Member] | ||
Short-Term Debt [Line Items] | ||
Total Notes Payable | $ 19,110 | $ 22,077 |
PROMISSORY NOTES _ RELATED PA_3
PROMISSORY NOTES – RELATED PARTIES (Details Narrative) - USD ($) | Apr. 25, 2020 | Oct. 25, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||||
Proceed from releated party | $ 170,102 | $ 288,612 | |||
Notes payable | 2,006,482 | $ 1,838,300 | |||
Lisa Landau [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt principal balance | 19,110 | ||||
Repayment of debt | 28,870 | ||||
Advance from improvement | 25,900 | ||||
Non Convertible Promissory Note [Member] | Six Twenty Management LLC [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt principal balance | $ 288,611 | ||||
Debt interest percentage | 8.00% | ||||
Proceed from releated party | 144,200 | ||||
Cash | 31,584 | ||||
Due to related rarties | 559,933 | 447,317 | |||
Accrued interest | 35,399 | 24,354 | |||
Promissory Note [Member] | Ras LLC [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt interest percentage | 10.00% | ||||
Cash | 8,800 | ||||
Due to related rarties | 21,300 | 15,200 | |||
Accrued interest | 15,000 | ||||
Employee relative issued amount | $ 440,803 | ||||
Default coupon rate | 18.00% | ||||
Secured of common shares | 2,500,000 | ||||
Repayment of debt | $ 30,500 | ||||
Notes payable | $ 335,089 | $ 365,590 |
SUMMARIZED FINANCIAL INFORMATIO
SUMMARIZED FINANCIAL INFORMATION OF RCVD (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue | |||
Cost of goods sold | |||
Gross margin | |||
Operating expenses | (1,364,224) | (787,747) | |
Net loss | 1,492,722 | $ 990,483 | |
Current assets | 732,834 | $ 622,345 | |
Current liabilities | 4,469,953 | $ 2,740,942 | |
Rancho Costa Verde Development LLC [Member] | |||
Revenue | 389,488 | ||
Cost of goods sold | (175,059) | ||
Gross margin | 214,429 | ||
Operating expenses | (461,389) | ||
Other Income | 82,542 | ||
Net loss | (164,418) | ||
Current assets | 2,129,585 | ||
Non-current assets | 4,821,055 | ||
Current liabilities | 9,564,784 | ||
Non-Current liabilities | $ 5,627,903 |
EQUITY METHOD INVESTMENT (Detai
EQUITY METHOD INVESTMENT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
May 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Loss from equity investment | $ (41,104) | ||
Rancho Costa Verde Development LLC [Member] | |||
Equity investment percentage | 25.00% | 25.00% | |
Number of shares exchanged | 3,000,000 | ||
Share price | $ 0.86 | ||
Fair value of equity investment | $ 100,000 | ||
Consideration amount | $ 2,680,000 | ||
Investments | $ 2,680,000 | ||
Loss from equity investment | 41,104 | ||
Investment carring value | $ 2,470,726 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Apr. 01, 2020USD ($) | Mar. 31, 2022USD ($)a | Dec. 31, 2021USD ($)a | Sep. 30, 2019USD ($)a | Sep. 25, 2019USD ($)$ / shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Commitment to purchase of land | The land project consisting | ||||
Area of land acquired | a | 20 | ||||
Contract liability | $ 134,163 | $ 126,663 | |||
IntegraGreen [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Area of land acquired | a | 20 | ||||
Land Purchase Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Purchase price of land | $ 1,000,000 | ||||
Initial construction budget of land | 150,000 | ||||
Appraisal value of land | 1,150,000 | ||||
Land Purchase Agreement [Member] | Promissory Note [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Purchase price of land | 150,000 | ||||
Land Purchase Agreement [Member] | Preferred Stock [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Purchase price of land | 600,000 | ||||
Land Purchase Agreement [Member] | Common Stock [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Purchase price of land | $ 250,000 | ||||
Shares issued, price per share | $ / shares | $ 1 | ||||
Contract For Deed Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments on interest | $ 3,780 | 3,780 | |||
Lease income | 0 | $ 9,219 | |||
Interest income, related party | 8,340 | ||||
Interest income related to financing component | 6,700 | ||||
Contract For Deed Agreement [Member] | IntegraGreen [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Area of land acquired | a | 20 | ||||
Purchase price of land | $ 630,000 | ||||
Balance of balloon payment | 63,000 | ||||
Contract liability | $ 63,000 | ||||
Oasis Park Resort Construction Budget [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Total budget | 512,000 | ||||
Payment for budget | 100,500 | ||||
Commitment paid | $ 411,500 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Equity [Abstract] | |
Number of Warrants, Outstanding Beginning | 3,180,000 |
Weighted Average Exercise Price Outstanding Beginning | $ / shares | $ 0.69 |
Weighted Average Remaining Contract Term (Year), Warrants Outstanding, Beginning | 5 years 29 days |
Number of Warrants, Granted | 687,500 |
Weighted Average Exercise Price Warrants Granted | $ / shares | $ 0.80 |
Weighted Average Remaining Contract Term (Year), Warrants Granted | 4 years 11 months 26 days |
Number of Warrants, Exercised | |
Weighted Average Exercise Price Warrants Exercised | $ / shares | |
Weighted Average Remaining Contract Term (Year), Warrants Exercised | |
Number of Warrants, Forfeit/Canceled | |
Weighted Average Exercise Price Forfeit/Canceled | $ / shares | |
Weighted Average Remaining Contract Term (Year), Warrants Forfeited/Caceled | |
Number of Warrants, Outstanding Ending | 3,867,500 |
Weighted Average Exercise Price Outstanding Ending | $ / shares | $ 0.71 |
Weighted Average Remaining Contract Term (Year), Warrants outstanding, Ending | 4 years 10 months 9 days |
Number of Warrants, Exercisable Ending | 3,867,500 |
SCHEDULE OF ASSUMPTIONS TO VALU
SCHEDULE OF ASSUMPTIONS TO VALUE WARRANTS (Details) | Mar. 31, 2022$ / shares |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.0023 |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.45 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Term | 2 years 6 months |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 1.322 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
SCHEDULE OF OPTION ACTIVITY (De
SCHEDULE OF OPTION ACTIVITY (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of Options, Outstanding Beginning | 3,850,000 | |
Weighted Average Exercise Price Outstanding Beginning | $ 0.41 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 21 days | 4 years 3 months 18 days |
Number of Options, Granted | 600,000 | |
Weighted Average Exercise Price Warrants Granted | $ 0.001 | |
Options Granted, Weighted Average Remaining Contractual Life | 5 years | |
Number of Options, Exercised | (600,000) | |
Weighted Average Exercise Price Warrants Exercised | $ (0.001) | |
Options Exercised, Weighted Average Remaining Contractual Life | 5 years | |
Number of Options, Forfeit/Canceled | ||
Weighted Average Exercise Price Forfeit/Canceled | ||
Options Forfeit/Canceled, Weighted Average Remaining Contractual Life | ||
Number of Options, Outstanding Ending | 3,850,000 | 3,850,000 |
Weighted Average Exercise Price Outstanding Ending | $ 0.41 | $ 0.41 |
Number of Options, Exercisable Ending | 2,000,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | Feb. 25, 2021USD ($)shares | Jan. 02, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 08, 2020USD ($)shares | Nov. 06, 2019USD ($)shares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Oct. 14, 2021shares | Aug. 26, 2020shares | Feb. 11, 2019shares |
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | 75,000,000 | |||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Common Stock, Shares, Issued | 33,714,041 | 31,849,327 | |||||||||
Common Stock, Shares, Outstanding | 33,714,041 | 31,849,327 | |||||||||
Common stock, capital shares reserved for future issuance | 150,000,000 | 100,000,000 | |||||||||
Number of stock options issued and outstanding | 3,850,000 | 3,850,000 | |||||||||
Common stock issued for cash, shares | 100,000 | ||||||||||
Number of option exercised shares | 600,000 | ||||||||||
Fair value of shares | $ | $ 45,000 | ||||||||||
Proceeds from issuance of common stock | $ | $ 45,000 | ||||||||||
Temporary equity | $ | $ 293,500 | $ 293,500 | |||||||||
Warrants convertible exercise price per share | $ / shares | $ 0.80 | ||||||||||
Warrants convertible exercise price percentage | 1.25 | ||||||||||
Aggregate intrinsic value, warrants | $ | $ 0 | 0 | |||||||||
Aggregate intrinsic value | $ | $ 227,500 | $ 716,000 | |||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of option exercised shares | 600,000 | ||||||||||
Proceeds from stock option exercised | $ | $ 600 | ||||||||||
Third-Party Investor [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock issued for cash, shares | 50,000 | ||||||||||
Fair value of shares | $ | $ 20,622 | ||||||||||
Proceeds from issuance of common stock | $ | 30,000 | ||||||||||
Share-based payment arrangement, expense | $ | 30,000 | ||||||||||
Plot of land amount | $ | $ 9,378 | ||||||||||
Cleanspark Inc [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of common stock for equity offering | 350,000 | ||||||||||
Proceeds from equity offerings | $ | $ 500,000 | ||||||||||
Securities Purchase Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Agreement description | The Securities Purchase Agreement (“SPA”) states that the in-kind accrual rate should be increased by10% per year upon each occurrence of an event of default. In addition, the SPA further states that the conversion price initially set at a discount of 35% to the market price should be further increased by additional 10% upon each occurrence of an event of default. At the date of this Quarterly Report, CleanSpark claims that the Company was in default in three instances triggering further discount to the market price for the conversion feature and additional accrual rate. | ||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock issued for cash, shares | 450,000 | ||||||||||
Fair value of shares | $ | $ 202,000 | ||||||||||
Consulting Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock issued for cash, shares | 814,714 | 200,000 | |||||||||
Fair value of shares | $ | $ 447,300 | $ 280,000 | |||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of stock option granted | 600,000 | ||||||||||
Number of stock options exercised | 600,000 | ||||||||||
Number of option exercised shares | 600,000 | ||||||||||
Fair value of shares | $ | |||||||||||
Common Stock [Member] | Third-Party Investor [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock issued for cash, shares | 50,000 | ||||||||||
Fair value of shares | $ | $ 11,890 | ||||||||||
Proceeds from issuance of common stock | $ | 20,000 | ||||||||||
Share-based payment arrangement, expense | $ | 20,000 | ||||||||||
Plot of land amount | $ | $ 8,110 | ||||||||||
Common Stock Issued for Debt Settlement [Member] | Promissory Note [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock issued for cash, shares | 95,000 | ||||||||||
Fair value of shares | $ | $ 75,600 | ||||||||||
Common Stock Issued for Debt Settlement [Member] | Promissory Note One [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock issued for cash, shares | 23,000 | ||||||||||
Fair value of shares | $ | $ 8,970 | ||||||||||
Common Stock Issued for Debt Settlement [Member] | Senior Secured Self-Amortization Convertible Note [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock issued for cash, shares | 85,000 | ||||||||||
Fair value of shares | $ | $ 130,900 | ||||||||||
Warrant [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants, convertible into equivalent number of shares of common stock | 687,500 | ||||||||||
2020 Equity Incentive Plan [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 3,000,000 | ||||||||||
Number of stock options issued and outstanding | 1,700,000 | ||||||||||
2019 Equity Incentive Plan [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of stock options issued and outstanding | 2,150,000 | 2,150,000 | |||||||||
Number of stock reserved for issuance | 3,000,000 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, Shares Outstanding | 28,000 | 28,000 | |||||||||
Preferred stock, shares issued | 28,000 | 28,000 | |||||||||
Series B Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 1,000 | ||||||||||
Preferred Stock, Shares Outstanding | 1,000 | 1,000 | |||||||||
Preferred stock, shares issued | 1,000 | 1,000 | 1,000 | ||||||||
Common stock discount percentage | 0.35 | ||||||||||
Cumulative accrual percentage | 12.00% | ||||||||||
Recognized dividend | $ | $ 15,000 | ||||||||||
Common Stock Issued for Debt Settlement [Member] | Six Investors [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock issued for cash, shares | 23,000 | ||||||||||
Fair value of shares | $ | $ 10,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended |
May 18, 2022 | Mar. 31, 2021 | |
Subsequent Event [Line Items] | ||
Number of common stock issued shares | 100,000 | |
Common stock to be issued for cash | $ 45,000 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of common stock existing finder's fee, shares | 88,988 | |
Number of common stock existing finder's fee | $ 40,500 | |
Subsequent Event [Member] | Advertising and Marketing Consulting Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Number of common stock issued shares | 805,000 | |
Common stock to be issued for cash | $ 322,000 |