Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Jul. 18, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | International Land Alliance, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (“Amendment”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, which was originally filed on July 18, 2023 (“Original Filing”), to include Inline XBRL data tagging within the original Form 10-Q. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 64,943,897 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 199,393 | $ 49,374 |
Accounts receivable | 1,673,303 | |
Prepaid and other current assets | 8,835 | 49,198 |
Total current assets | 1,881,531 | 98,572 |
Other non-current assets | 47,644 | |
Land | 1,351,735 | 203,419 |
Buildings, net | 1,869,880 | 863,745 |
Furniture and equipment, net | 10,126 | 1,877 |
Total assets | 5,160,916 | 1,167,613 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,343,075 | 675,202 |
Accounts payable and accrued liabilities related parties | 343,728 | 189,266 |
Deferred revenue | 9,580,333 | |
Accrued interest | 539,985 | 352,884 |
Accrued interest related party | 168,218 | 132,841 |
Contract liability | 85,407 | 85,407 |
Deposits | 20,500 | 20,500 |
Derivative liability | 922,693 | 531,527 |
Convertible notes, net of debt discounts | 569,356 | 558,657 |
Convertible note RCVD acquisition – related party | 8,900,000 | |
Promissory notes, net of debt discounts | 1,889,762 | 1,885,616 |
Promissory notes, net discounts – Related Parties | 1,609,204 | 1,286,695 |
Other loans | 6,602,342 | |
Total current liabilities | 32,574,603 | 5,718,595 |
Promissory notes, net of current portion | ||
Total liabilities | 32,574,603 | 5,718,595 |
Commitments and Contingencies (Note 10) | ||
Preferred Stock Series B (Temporary Equity) | 293,500 | 293,500 |
Stockholders’ Deficit | ||
Common stock; $0.001 par value; 150,000,000 shares authorized; 64,676,587 and 61,676,587 shares issued and outstanding as of March 31, 2023, respectively, and 43,499,423 shares issued and outstanding as of December 31, 2022. | 64,677 | 43,500 |
Additional paid-in capital | 20,233,446 | |
Treasury stock (3,000,000 shares as of March 31, 2023) | (300,000) | |
Accumulated deficit | (27,471,893) | (25,121,457) |
Total stockholders’ deficit | (27,707,187) | (4,844,482) |
Total liabilities and stockholders’ deficit | 5,160,916 | 1,167,613 |
Series A Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred stock, value | 28 | 28 |
Series B Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred stock, value | $ 1 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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 | 150,000,000 | 150,000,000 |
Common stock, shares issued | 64,676,587 | 43,499,423 |
Common stock, shares outstanding | 61,676,587 | 43,499,423 |
Treasury stock, shares | 3,000,000 | |
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, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 240,932 | $ 0 |
Cost of revenues | (3,001) | 0 |
Gross profit | 237,931 | 0 |
Operating expenses | ||
Sales and marketing | 260,084 | 30,278 |
Impairment loss | 245,674 | |
General and administrative expenses | 610,180 | 1,333,946 |
Total operating expenses | 1,115,938 | 1,364,224 |
Loss from operations | (878,007) | (1,364,224) |
Other income (expense) | ||
Loss from debt extinguishment | (49,329) | 0 |
Change in fair value derivative liability | (397,678) | |
Income from equity-method investment | (41,104) | |
Interest income | 16,973 | |
Interest expense | (583,547) | (104,367) |
Total other income (expense) | (1,030,554) | (128,498) |
Net loss | (1,908,561) | (1,492,722) |
Deemed dividend from RCVD acquistion | (25,354,976) | 0 |
Net comprehensive loss attributable to common shareholders | $ (27,263,537) | $ 0 |
Loss per common share - basic | $ (0.45) | $ (0.05) |
Loss per common share - diluted | $ (0.45) | $ (0.05) |
Weighted average common shares outstanding - basic | 60,159,088 | 32,866,288 |
Weighted average common shares outstanding - diluted | 60,159,088 | 32,866,288 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 28 | $ 1 | $ 31,850 | $ 15,760,772 | $ (14,703,818) | $ 1,088,833 | |
Balance, shares at Dec. 31, 2021 | 28,000 | 1,000 | 31,849,327 | ||||
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 | ||||||
Dividend on Series B Preferred | (15,000) | (15,000) | |||||
Net loss | (1,492,722) | (1,492,722) | |||||
Common shares issued from promissory notes | $ 450 | 201,825 | 202,275 | ||||
Common shares issued from promissory notes, shares | 450,000 | ||||||
Common stock issued from options exercise | $ 600 | 600 | |||||
Common stock issued for option exercise, shares | 600,000 | ||||||
Warrants issued in connection with promissory notes | 159,664 | 159,664 | |||||
Stock-based compensation | 871,688 | 871,688 | |||||
Balance at Mar. 31, 2022 | $ 28 | $ 1 | $ 33,715 | 17,425,412 | (16,196,540) | 1,262,616 | |
Balance, shares at Mar. 31, 2022 | 28,000 | 1,000 | 33,714,041 | ||||
Balance at Dec. 31, 2022 | $ 28 | $ 1 | $ 43,500 | 20,233,446 | (25,121,457) | (4,844,482) | |
Balance, shares at Dec. 31, 2022 | 28,000 | 1,000 | 43,499,423 | ||||
Common shares issued from related party acquisition | $ 20,000 | 1,780,000 | 1,800,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 20,000,000 | ||||||
Fair value common shares warrants issued from related party acquisition | 2,674,976 | 2,674,976 | |||||
Deemed dividend from related party acquisition | (24,913,097) | (441,875) | (25,354,972) | ||||
Reciprocal interest in business acquisition | (300,000) | (300,000) | |||||
Common stock issued from debt conversion | $ 1,077 | 146,728 | 147,805 | ||||
Common stock issued from debt conversion, shares | 1,077,164 | ||||||
Common stock issued for consulting services | $ 100 | 14,900 | 15,000 | ||||
Common stock issued for consulting services, shares | 100,000 | ||||||
Stock-based compensation | 78,047 | 78,047 | |||||
Dividend on Series B Preferred | (15,000) | (15,000) | |||||
Net loss | (1,908,561) | $ (1,908,561) | |||||
Common stock issued for option exercise, shares | |||||||
Balance at Mar. 31, 2023 | $ 28 | $ 1 | $ 64,677 | $ (300,000) | $ (27,471,893) | $ (27,707,187) | |
Balance, shares at Mar. 31, 2023 | 28,000 | 1,000 | 64,676,587 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | |||
Net loss | $ (1,908,561) | $ (1,492,722) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock based compensation | 78,047 | 871,688 | |
Impairment loss | 245,674 | ||
Fair value equity securities issued for services | 15,000 | ||
Loss on debt extinguishment | 49,329 | 0 | |
Depreciation and amortization | 29,748 | 13,102 | |
Loss (Income) from equity-method investment | 41,104 | ||
Amortization of debt discount | 160,831 | 19,241 | |
Excess Fair Value of derivative | 36,062 | ||
Change in fair value of derivative liability | 397,678 | ||
Changes in operating assets and liabilities | |||
Accounts Receivable | 31,280 | (1,599) | |
Prepaid and other current assets | 40,363 | 27,796 | |
Other non-current assets | (5,070) | ||
Accounts payable and accrued liabilities | (15,754) | 170,921 | |
Accounts payable and accrued liabilities related parties | 154,462 | ||
Deferred revenue | 303,713 | ||
Accrued interest on note receivable | 294,346 | (1,973) | |
Contract liability | 129,830 | 7,500 | |
Deposits | |||
Net cash provided by (used in) operating activities | 36,978 | (344,942) | |
Cash Flows from Investing Activities | |||
Cash acquired from RCVD acquisition | 321,919 | ||
Additional expenditures on land | (215,266) | ||
Building and Construction in Progress payments | (179,700) | (109,000) | |
Net cash used in investing activities | (73,047) | (109,000) | |
Cash Flows from Financing Activities | |||
Common stock, warrants and options sold for cash | 600 | ||
Cash payments on promissory notes- related party | (100,850) | (90,954) | |
Cash payments on promissory notes | (63,058) | (11,620) | |
Cash proceeds from convertible notes | 100,000 | 522,500 | |
Cash proceeds other loans | 23,776 | ||
Cash proceeds from promissory notes- related party | 226,220 | 170,102 | |
Net cash provided by financing activities | 186,088 | 590,628 | |
Net increase in Cash | 150,019 | 136,686 | |
Cash, beginning of period | 49,374 | 56,590 | $ 56,590 |
Cash, end of period | 199,393 | 193,276 | $ 49,374 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 47,285 | 45,702 | |
Cash paid for income tax | |||
Non-Cash investing and financing transactions | |||
Dividend on Series B | 15,000 | 15,000 | |
Common shares issued with convertible debt | 202,275 | ||
Debt discount from issuance of new promissory notes | 104,250 | 93,700 | |
Common stock issued for settlement of liability for consulting agreement | 447,278 | ||
Debt discount created from warrants embedded in financing | 159,664 | ||
Common shares issued for services | $ 15,000 |
NATURE OF OPERATIONS AND GOING
NATURE OF OPERATIONS AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2023 | |
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. In May 2021, the Company acquired a 25 1,100 On January 3, 2023, the Company completed the acquisition of the remaining 75 13.5 Business Combinations 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, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. For further information, refer to the audited financial statements and notes for the year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K filed with the SEC on July 6, 2023. 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, 2023, the Company’s current liabilities exceeded its current assets by approximately $ 30.7 1.9 27.5 The Company continues to raise additional capital through the issuance of debt instruments and equity to fund its ongoing operations, which may have the effect of potentially 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 and house construction. If the Company is not successful with its marketing efforts to increase sales, the Company will continue to experience a shortfall in cash, and it will be necessary to obtain funds through equity or debt financing in sufficient amounts or to further reduce its operating expenses in a manner to avoid the need to curtail its future operations subsequent to March 31, 2023. 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 13 regarding subsequent events). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
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, Plaza Bajamar, LLC, incorporated in State of Wyoming, Plaza Valle Divino, LLC, incorporated in the State of Wyoming and Rancho Costa Verde Development, LLC incorporated in State of Nevada. ILA Fund includes cash as its only assets with minimal expenses as of March 31, 2023. The sole purpose of this entity is strategic funding for the operations of the Company. ILA Mexico has plots held for sale for the Oasis Park Resort, no liabilities, and minimal expenses as of March 31, 2023. As of March 31, 2023, Emerald Grove Estates LLC, Plaza Bajamar LLC, and Plaza Valle Divino LLC have no operations. 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 % Plaza Bajamar LLC Wyoming 100 % Plaza Valle Divino, LLC Wyoming 100 % Rancho Costa Verde Development, LLC Nevada 100 % On January 1, 2023, the Company executed a securities purchase agreement pursuant to which the Company acquired all of the issued and outstanding units of Rancho Costa Verde Development, LLC. for a total contractual consideration of $ 13,500,000 Reclassification Certain numbers from 2022 have been reclassified to conform with the current year presentation. 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. On January 3, 2023, the Company acquired a controlling financial interest in its previous equity method investment, which resulted in the consolidation pursuant to ASC 805 Business Combinations 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 assets 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, 2023, and December 31, 2022, respectively. Fair Value of Financial Instruments and Fair Value Measurements Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosures, Level 1: uses quoted market prices in active markets for identical assets or liabilities. Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: uses unobservable inputs that are not corroborated by market data. 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 , deferred revenue, other notes approximate fair value due to their relatively short maturities. Equity-method investment is recorded at cost, which approximates its fair value since the consideration transferred includes cash and a non-monetary transaction, in the form of the Company’s common stock, which was valued based on a combination of a market and asset approach. The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black-Sholes option valuation model was used to determine the fair value. The Company records derivative liability on the consolidated balance sheets at fair value with changes in fair value recorded in the consolidated statements of operation. The following table presents balances of the liabilities with significant unobservable inputs (Level 3) as of March 31, 2023: SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS Fair Value Measurements at March 31, 2023 Using Quoted Prices in Active Significant Significant Identical Observable Unobservable (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 922,693 $ 922,693 Total $ - $ - $ 922,693 $ 922,693 The following table presents changes of the liabilities with significant unobservable inputs (Level 3) for the three months ended March 31, 2023: SCHEDULE OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS Derivative Liability Balance December 31, 2022 $ 531,527 New derivative from convertible notes 136,062 Settlement by debt extinguishment (142,574 ) Change in estimated fair value 397,678 Balance March 31, 2023 $ 922,693 Derivative Liability As of March 31, 2023, the Company has variable rate convertible promissory notes, which contained variable conversion rates based on unknown future prices of the Company’s common stock. This resulted in the recognition of a derivative liability as the conversion feature failed the scope exception for derivative accounting due to the variability of its conversion price. The Company measures the derivative liability using the Black-Scholes option valuation model using the following assumptions: SCHEDULE OF DERIVATIVE LIABILITY For the Three Months Ending March 31, 2023 2022 Expected term 1 1 - Exercise price $ 0.05 0.10 - Expected volatility 139 163 - Expected dividends None - Risk-free interest rate 4.74 5.09 - Forfeitures None - The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment, or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future. The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under its control, and the assessment of volatility. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s variable convertible notes, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases. 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 are also capitalized. A variety of costs are incurred in the acquisition, development, and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete, and capitalization must cease involves a degree of judgment. Our capitalization policy on development properties is guided by ASC 835-20 Interest – Capitalization of Interest 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. The Company fully impaired of the land held for sale as of December 31, 2022. 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 Construction in progress (“CIP”) A CIP asset reflects the cost of construction work undertaken, but not yet completed on land not currently owned by the Company. For construction in progress assets, no depreciation is recorded until the asset is placed in service. When construction is completed, the assets should be reclassified as building, building improvement, infrastructure or land improvement and should be capitalized and depreciated. The land is currently owned by companies controlled by our Chief Executive Officer. The Company fully impaired the construction in progress on land currently owned by the Companies controlled by our Chief Executive Officer due to the uncertainty in title transfer as of March 31, 2023. Fixed Assets Fixed assets are stated at cost, less accumulated depreciation, and amortization. Depreciation is computed using the double declining balance method over the estimated useful lives of the respective assets: SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIVES Classification Life Buildings 20 Furniture and equipment 5 Revenue Recognition The Company determines revenue recognition pursuant to Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, through the following steps: ■ Identification of the contract, or contracts, with a customer. Identification of the performance obligations in the agreement(s) for the sale of plots or house construction. Determination of the transaction price. Allocation of the transaction price to the performance obligation(s) in the contract. ■ Recognition of revenue when, or as the Company satisfies a performance obligation. 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 house construction with customers. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration which we will expect to receive in exchange for execution of the performance obligation(s). The Company applies judgment in determining the customer’s ability and intention to pay the consideration to which the Company is entitled to. A performance obligation is a promise in a contract or agreement to transfer a distinct product or item to the customer. 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. Management considers the retention of title as merely a protective right, which would not disallow revenue recognition for the full consideration to which the Company is entitled upon the execution of a contract for deed. Currently, upon execution of each contract for deed, the Company has not developed sufficient controls and procedures to provide reasonable assurance that collection of the consideration, which the Company is entitled to, is probable. In addition, the title of the land for the various projects (Bajamar and Divino) is held by an entity that is controlled by the Company’s Chief Executive Officer. The Company’s principal activities in the real estate development industry which it generates its revenues from are the sale of developed and undeveloped land and house construction. Rancho Costa Verde Development or RCVD generates revenue from the following sources: (1) lot sales, (2) home construction calculated as a set percentage of builders’ costs, (3) administrative income for loan servicing, (4) interest income resulting from monthly payments from financed loans made to customers on lost sales, (5) resale income as commission for selling homes for owners that have purchased lots at RCVD and (6) utilities revenue from waste water systems and solar systems. The Company identified the following performance obligations related to the operations of RCVD: (1) subdivision of the developer parcel, (ii) casita free week for each customer allowing them to enjoy a free week to a casita per year. The Company determined that there was a significant financing component in most arrangements with customers, which results in the recognition of interest income. The Company recognized approximately $ 241,000 Advertising costs The Company expenses advertising costs when incurred. Advertising costs incurred amounted to $ 260,084 30,278 Debt issuance costs and debt discounts Debt issuance costs and debt discounts are being amortized over the term of the related financings on a straight-line approach, which 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. Stock Options Plan – 2019 Equity Incentive Plan 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 requires approval by the Company’s shareholders within 12 months from the date of the 2019 Plan. The 2019 Plan was never approved by the shareholders. Therefore, any options granted under the 2019 Plan prior to shareholders’ approval will be “non-qualified”. Pursuant to the 2019 Plan, the Company has reserved a total of 3,000,000 2,150,000 Stock Options Plan – 2020 Equity Incentive Plan On August 26, 2020, the Company’s Board of Directors approved the 2020 Equity Plan (the “2020 Plan”). The Company has reserved a total of 3,000,000 shares of the Company’s authorized common stock for issuance under the 2020 equity plan. The 2020 Equity Plan enables the Company’s board of directors to provide equity-based incentives through grants of awards to the Company’s present and future employees, directors, consultants, and other third-party service providers. The Company has a total of 1,700,000 Stock Options Plan – 2022 Equity Plan On December 1, 2022, the Company’s Board of Directors approved a 2022 Equity Plan (the “2022 Plan”). The 2022 Plan enables the Board of Directors to provide equity incentives through grants of awards to the Company’s present and future employees, directors, consultants, and other third-party service providers. Pursuant to the 2022 Plan, the Company has reserved a total of 5,000,000 The Company did not issue any stock options during the three months ended March 31, 2023. The Company has a total of 2,150,000 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 March 31, 2023 For the three months ended March 31, 2022 Options 6,000,000 3,850,000 Warrants 36,867,500 3,867,500 Total potentially dilutive shares 42,867,500 7,717,500 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, 2023. Impairment of Long-lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. If impairment is indicated, the asset is written down to its estimated fair value. The Company fully impaired its long-lived assets due to the uncertainty in title transfer of the land not currently owned by the Company and the estimated fair value of its construction in progress during the three months ended March 31, 2023. Convertible Promissory Note The Company accounts for convertible promissory notes in accordance with ASC 470-20, Debt with Conversion and Other Options. The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the Income Statement. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument with an offset to additional paid-in capital and amortized to interest expense over the life of the debt using the effective interest method. 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. Management is currently evaluating the potential impact of the Update on its financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Financial Instruments – Credit Losses, Derivatives and Hedging, and Leases In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Financial Instruments – Credit Losses, Derivatives and Hedging, and Leases The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s consolidated financial statements. |
ASSET PURCHASE AND TITLE TRANSF
ASSET PURCHASE AND TITLE TRANSFER | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
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 The land is an indefinite long-lived asset that was assessed for impairment as a grouped asset with the building on a periodic basis. The Company completed the refinancing of its existing first and second mortgage loans on the 80 1,787,000 387,000 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, 2023, the Company did not enter into any new contract to sell plots of land. On September 29, 2021, the Company entered into a house construction contract for total consideration of $ 99,000 43,967 During the year ended December 31, 2021, the Company sold three (3) lots to an affiliate of a related party of the Company for a total purchase price of $ 120,000 61,440 The remaining unpaid amount owed to the Company was $ 58,560 |
LAND, BUILDING, NET AND CONSTRU
LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023, and December 31, 2022: SCHEDULE OF LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS Useful life March 31, 2023 December 31, 2022 Land – Emerald Grove $ 203,419 $ 203,419 Land – Rancho Costa Verde Development $ 1,148,316 $ - Furniture & equipment, net 5 $ 10,126 $ 1,877 Building – Emerald Grove & RCVD 20 2,591,421 1,048,138 Less: Accumulated depreciation (721,541 ) (184,393 ) Building, net $ 1,869,880 $ 863,745 Depreciation expense was approximately $ 29,748 1,977,182 Valle Divino The Valle Divino is the Company’s premier wine country development project in Ensenada, Baja California. This land project consists of 20 There was no activity during the three-month ended March 31 ,2023. The construction contractor is also an entity controlled by our Chief Executive Officer. Construction began during the year ended December 31, 2020. The balance of construction in process for Valle Divino was $ 0 457,275 Plaza Bajamar The Plaza Bajamar community is an 80-unit development located within the internationally renowned Bajamar Ocean Front Hotel and Golf Resort. The Bajamar Ocean Front Golf Resort is an expertly planned, well-guarded, and gated wine and golf community located 45 minutes South of the San Diego-Tijuana Border along the scenic toll road to Ensenada on the Pacific Ocean. Phase I will include 22 “Merlot” 1,150 The Company has not yet taken title to this property, which is currently owned by Valdeland, S.A. de C.V. (“Valdeland”), an entity controlled and 100 1,000,000 In November and December 2019, $ 250,000 150,000 100,000 250,000 150,000 Valdeland has completed a two-bedroom model home, an enhanced entrance, and interior roads as well as site preparation for four (4) new homes adjacent to the model home. It has commenced construction on four residential lots following the payment of the required minimum deposits from buyers. The Company funded the construction by an additional $ 179,700 The balance of construction in process for Plaza Bajamar totaled $ 0 179,700 Within the “restricted zone,” a foreigner can purchase the beneficial interest in real property through a bank trust or “fideicomiso.” Indeed, a bank trust must be used when acquiring property within the restricted zone. In this bank trust, the buyer of the property is designated as the “fideicomisario” or the beneficiary of the trust. While legal title is held by the bank, (specifically the trustee of the trust or the “fiduciario,”) the trustee must administer the property in accordance with the instructions of the buyer (the beneficiary of the trust). The property is not an asset of the bank, and the trustee is obligated to follow every lawful instruction given by the beneficiary to perform legal action. The Company has not yet established the bank trust, which is anticipated to occur before the end of the fiscal year 2023. As of March 31, 2023, Valdeland sold six (6) house constructions on residential lots for estimated price of $ 1.5 0.5 Rancho Costa Verde Development (“RCVD”) RCVD is a 1,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS Chief Executive Officer – Roberto Valdes Effective January 1, 2020, the Company executed an employment agreement with its Chief Executive Officer. The Company has not paid any salary to its Chief Executive Officer for the three months ended March 31, 2023. The Company has accrued $ 33,808 66,846 33,038 As of March 31, 2023, the Company funded an aggregate amount of 1.4 During the three months ended March 31, 2023, the Company funded an aggregate amount of approximately $ 180,000 On December 1, 2022, the Company issued 465,834 0.20 25 75 90,188 16,900 Chief Financial Officer – Jason Sunstein Effective January 1, 2020, the Company executed an employment agreement with its Chief Financial Officer. The Company has not paid any salary to its Chief Financial Officer for the three months ended March 31, 2023. The Company has accrued $ 33,808 66,846 33,038 On December 1, 2022, the Company issued 465,834 0.20 25 75 90,188 16,900 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 8). The Company’s Chief Financial Officer also facilitated the Emerald Grove asset purchase as described in Note 3. President – Frank Ingrande In May 2021, the Company executed an employment agreement with its President. The Company has not paid any salary to its Chief Executive Officer for the three months ended March 31, 2023. The Company has accrued $ 33,808 66,846 33,038 Frank Ingrande is the co-founder and owner of 33 75 On December 1, 2022, the Company issued 465,834 0.20 25 75 90,188 16,900 |
PROMISSORY NOTES
PROMISSORY NOTES | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES | NOTE 6 – PROMISSORY NOTES Promissory notes consisted of the following at March 31, 2023, and December 31, 2022: SCHEDULE OF PROMISSORY NOTES March 31, 2023 December 31, 2022 $ 24,785 $ 24,785 Cash Call note payable, due August 2020 $ 24,785 $ 24,785 Elder note payable, 10 March 2020 1,500 1,500 Elder note Payable, 15 March 2021 76,477 76,477 Redwood Trust note payable, 12 February 2023 1,787,000 1,787,000 Total Notes Payable $ 1,889,762 $ 1,889,762 Less discounts - (4,146 ) Total Promissory notes, net of discount 1,889,762 1,885,616 Less current portion (1,889,762 ) (1,885,616 ) Total Promissory notes, net of discount - long term $ - $ - Interest expense related to the amortization of the associated debt discount for the three months ended March 31, 2023 and 2022, was $ 4,146 0 Redwood Trust On January 21, 2021, the Company refinanced its existing first and second mortgage loans on the 80 1,787,000 12 17,870 February 1st, 2023 387,000 53,610 0 126,650 73,040 On June 27, 2023, the Company, through Emerald Grove Estates, LLC, its wholly owned company, executed a modification agreement, under which the maturity date was extended to January 1, 2024 236,116 Cash Call, Inc. – In default On March 19, 2018, the Company issued a promissory note to CashCall, Inc. for $ 75,000 94 August 1, 2020 7,500 On August 2, 2022, the Company and Cash Call settled for an aggregate principal of $ 23,641 3,152 As of March 31, 2023 and December 31, 2022, the remaining principal balance was $ 24,785 Christopher Elder – In default On December 15, 2020, the Company entered into a promissory note pursuant to which the Company borrowed $ 126,477 15 There was no activity during the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and December 31, 2022, the remaining principal balance was $ 77,977 The Company incurred approximately $ 2,935 2,895 27,117 24,182 The Company also has a balance of $ 347,290 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended |
Mar. 31, 2023 | |
Notes and Loans, Noncurrent [Abstract] | |
CONVERTIBLE NOTES | NOTE 7 – CONVERTIBLE NOTES Convertible notes consisted of the following at March 31, 2023 and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES March 31, 2023 December 31, 2022 1800 Diagonal convertible note #1, 9 July 2023 - 85,000 1800 Diagonal convertible note#2, 9 September 2023 - 64,250 1800 Diagonal convertible note #3, 10 October 2023 71,228 122,488 1800 Diagonal convertible note #4, 9 March 2024 104,250 - Mast Hill convertible note, 12 March 2023 250,000 250,000 Blue Lake convertible note, 12 March 2023 250,000 250,000 International Real Estate Development, 5 March 2024 8,900,000 - Total convertible notes $ 9,575,478 $ 771,738 Less discounts (106,122 ) (213,081 ) Total convertible notes, net of discount 9,469,356 558,657 Less current portion (9,469,356 ) (558,657 ) Total convertible notes, net of discount - long term $ - $ - Interest expense related to the amortization of the associated debt discount for the three months ended March 31, 2023 and 2022, was 106,959 19,241 Mast Hill Fund, L.P (“Mast note”)- In default 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 Additionally, as an incentive to the note holder, the securities purchase agreement also provided for the issuance of 225,000 101,000 343,750 0.80 five years 0.35 During the three months ended March 31, 2023, the Company converted approximately $ 81,730 834,760 The principal balance owed to Mast Hill Fund was $ 250,000 13,200 25,180 23,700 The Company is in default as the Company (i) consummated a variable rate transaction with another lender and (ii) failed to make the required installment payment as required under the terms of the agreement. Upon event of default, the Company is required to pay the outstanding principal plus accrued interest and a default penalty which is equal to 25 As of March 31, 2023 and December 31, 2022, the default penalty was $ 0 68,426 1,615 70,000 The Company initially recognized $ 219,832 50,742 The balance of the unamortized debt discount was $ 0 50,742 Blue Lake Partners LLC (“Blue Lake note”) – In default 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 The principal balance owed to Blue Lake was $ 250,000 13,400 36,740 23,400 The Company is in default of the note as the Company (i) consummated a variable rate transaction with another lender and (ii) failed to make the required installment payment as required under the terms of the agreement. The Company has not yet received any default notice from the investor. Upon event of default, the Company is required to pay the outstanding principal plus accrued interest and a default penalty which is equal to 25 As of March 31, 2023 and December 31, 2022, the Company accrued $ 68,344 The Company initially recognized $ 219,607 53,097 The balance of the unamortized debt discount was $ 0 53,097 1800 Diagonal Lending Inc. (“Diagonal note”) Diagonal note #1 On July 28, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $ 85,000 80,750 4,250 9 At any time after issuance, the note is convertible into shares of our common stock at the greater of a fixed rate or discount to the market price. The note includes a prepayment feature at a premium of 25% from the issuance date and up to 180 days. 50 During the three months ended March 31, 2023, the Company converted $ 15,000 242,404 111,594 The principal balance of Diagonal note #1was $ 0 85,000 37,900 0 3,700 The Company initially recognized $ 4,250 1,060 0 2,479 Diagonal note #2 On September 2, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $ 64,250 60,000 4,250 9 At any time after issuance, the note is convertible into shares of our common stock at the greater of a fixed conversion rate or discount to the market price. The note includes a prepayment feature at a premium of 25% from the issuance date and up to 180 days 50 The Company repaid $ 11,798 71,000 The principal balance owed to Diagonal was $ 0 64,250 16,620 0 1,900 27,019 The Company amortized $ 16,200 0 42,876 Diagonal note #3 On October 17, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $ 142,276 122,782 19,494 10 guaranteed twelve-month coupon or $14,227 The maturity date of the note is October 17, 2023 15,650 The Company incurred approximately $ 14,227 1,423 12,804 During the three months ended March 31, 2023, the Company repaid $ 5,691 51,260 The Company initially recognized $ 19,494 4,874 10,559 15,433 The balance of the Diagonal note #3 was $ 71,228 122,488 Diagonal note #4 On March 3, 2023, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $ 104,250 100,000 4,250 9 22 The maturity date of the note is March 3, 2023 The note includes a prepayment feature at a premium of up to 25% from the issuance date and up to 180 days. The note includes a 50% penalty premium on unpaid principal and interest upon an event of default. International Real Estate Development, LLC. (“IRED”)- In default On January 1, 2023, the Company issued a convertible promissory note pursuant to the acquisition of RCVD for a total principal of $ 8,900,000 5 March 31, 2024 2,225,000 12 The convertible note is convertible commencing on April 1, 2023 at the option of the holder into shares of common stock at a 10% discount to market price. The Company incurred $ 111,250 111,250 |
PROMISSORY NOTES _ RELATED PART
PROMISSORY NOTES – RELATED PARTY | 3 Months Ended |
Mar. 31, 2023 | |
Promissory Notes Related Party | |
PROMISSORY NOTES – RELATED PARTY | NOTE 8 – PROMISSORY NOTES – RELATED PARTY Related party promissory notes consisted of the following at March 31, 2023, and December 31, 2022: SCHEDULE OF RELATED PARTY TRANSACTIONS March 31, December 31, RAS Real Estate LLC – Past maturity $ 237,289 $ 249,589 Six-Twenty Management LLC – On demand 1,234,960 960,746 Frank Ingrande 14,546 - Lisa Landau – On demand 122,409 76,360 Total On demand notes, net of discount $ 1,609,204 $ 1,286,695 Six Twenty Management LLC (“Six-Twenty”) – Manager is the Company’s Chief Financial Officer Jason Sunstein, the Company’s Chief Financial Officer is also the managing member and 100 On March 31, 2021, the Company executed a non-convertible promissory note with Six Twenty for an initial amount funded of $ 288,611 8 609,200 During the three months ended March 31, 2023, six twenty funded an additional $ 176,220 111,594 13,600 As of March 31, 2023 and December 31, 2022, the principal balance owed to Six-Twenty was $ 1,234,960 960,746 The Company incurred approximately $ 24,700 11,045 111,664 86,965 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 During the three months ended March 31, 2023, the Company paid $ 12,300 237,289 249,589 During the three months ended March 31, 2023, the Company incurred $ 10,700 18 56,554 45,876 Lisa Landau Lisa Landau is a relative of the Company’s Chief Financial Officer. During the three months ended March 31, 2023, Lisa Landau advanced $ 50,000 71,000 74,950 The principal balance was $ 122,409 76,360 |
BUSINESS ACQUISITION WITH RELAT
BUSINESS ACQUISITION WITH RELATED PARTY | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITION WITH RELATED PARTY | NOTE 9 – BUSINESS ACQUISITION WITH RELATED PARTY On January 3, 2023, the Company executed a securities purchase agreement with International Real Estate Development, LLC (“IRED”” or the “seller”), a related party, for the purchase of the remaining seventy five percent ( 75% 13.4 The consideration was paid through (i) a secured convertible promissory note in the principal amount of $ 8,900,000 20,000,000 1.8 33,000,000 2.7 20,000,000 Prior to the acquisition of a controlling financial interest in RCVD, the Company held a twenty five percent ( 25% Investments – Equity Method and Joint Ventures. 2,680,000 0 The Company accounted for this transaction as a business combination under ASC 805 Business Combinations The secured convertible promissory note has a principal amount of $ 8,900,000 2,225,000 5% March 31, 2024 12% 10 111,250 RCVD was originally formed in the State of Nevada. RCVD is a 1,100 The Company accounted for this transaction as a capital transaction due to the related party nature of this transaction. This resulted in what is known as a deemed dividend. The acquisition-date fair value of the consideration transferred is as follows: SCHEDULE OF ACQUISITION-DATE FAIR VALUE OF CONSIDERATION TRANSFERRED January 3, 2023 Fair value of common stock $ 1,800,000 Fair value of common stock warrants 2,674,976 Promissory notes $ 8,900,000 Fair value of consideration transferred $ 13,374,976 The following is a provisional purchase price allocation as of the January 3, 2023, acquisition date: SCHEDULE OF PROVISIONAL PURCHASE PRICE ALLOCATION January 3, 2023 Cash $ 321,916 Accounts receivable 1,900,388 Other current assets 342,574 Fixed Assets 1,977,182 Accounts payable and accrued expenses (652,329 ) Mortgage loans (6,576,566 ) Related party notes (16,545 ) Deferred revenue (9,276,620 ) Net Assets Acquired $ (11,980,000 ) Deemed dividend as related party 25,354,976 Total consideration $ 13,374,976 Common Stock warrants At acquisition date, the Company measures the fair value of the common stock warrant using the Black-Scholes option valuation model using the following assumptions: SCHEDULE OF FAIR VALUE OF COMMON STOCK WARRANTS For the Three Months Ending March 31, 2023 2022 Expected term 5 - Exercise price $ 0.10 - Expected volatility 162 % - Risk-free interest rate 3.94 % - Forfeitures None - The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment, or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future. The Company computes the fair value of the common stock warrants at the acquisition date, which does not have to be updated at each reporting period. |
EQUITY METHOD INVESTMENT
EQUITY METHOD INVESTMENT | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 10 – 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 initially recorded at cost, which was determined to be $ 2,680,000 2,089,337 On January 3, 2023, the Company executed a securities purchase agreement with International Real Estate Development, LLC, for the purchase of the remaining seventy five percent ( 75 13,500,000 The Company acquired a controlling financial interest and accounted for this transaction as a business combination under ASC 805 (refer to note 9). Upon the acquisition of such controlling interest, the Company remeasured the previously held equity method interest to fair value and recognize any difference between the fair value and the carrying value in its statement of operations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES Commitment to Purchase Land (Valle Divino) The land project consisting of 20 100 457,275 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 $ 1,000,000 600,000 250,000 150,000 150,000 The total budget was established at approximately $ 1,556,000 995,747 560,250 Commitment to Sell Land (IntegraGreen) On September 30, 2019, the Company entered into a contract for deed agreement “Agreement” with IntegraGreen whose principal, Christopher Elder, is also a creditor. Under the agreement the Company agreed to the sale of 20 630,000 63,000 403,020 The Company fully impaired the carrying balance of its account receivable owed by IntegraGreen as of March 31, 2023 and December 31, 2022. 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. Contractor also commenced phase II construction including the waterfront clubhouse, casitas, and model homes. The total budget was established at approximately $ 512,000 118,600 393,400 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_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 12 – STOCKHOLDERS’ DEFICIT The Company’s equity at March 31, 2023 consisted of 150,000,000 2,000,000 0.001 64,676,587 61,676,587 43,499,423 As of March 31, 2023, and December 31, 2022, there were 28,000 1,000 Equity Incentive Plans 2022 Equity Incentive Plan On December 1, 2022, the Company’s Board of Directors approved a 2022 Equity Incentive Plan (the “2022 Plan”). Pursuant to the 2022 Plan, the Company has reserved a total of 5,000,000 2,150,000 2,150,000 2020 Equity Incentive Plan The Company has reserved a total of 3,000,000 1,700,000 2019 Equity Incentive Plan On February 11, 2019, the Company’s Board of Directors approved a 2019 Equity Incentive Plan (the “2019 Plan”). In order for the 2019 Plan to grant “qualified stock options” to employees, it required approval by the Corporation’s shareholders within 12 months from the date of the 2019 Plan. The 2019 Plan was never approved by the shareholders. Therefore, any options granted under the 2019 Plan prior to shareholder approval will be “non-qualified”. Pursuant to the 2019 Plan, the Company has reserved a total of 3,000,000 2,150,000 All shares of common stock issued during the three months ended March 31, 2023, and 2022, were unregistered. Activity during the three months ended March 31, 2023 During the three months ended March 31, 2023, the Company issued 100,000 15,000 During the three months ended March 31, 2023, the Company issued 20,000,000 1,800,000 During the three months ended March 31, 2023, the Company issued 1,077,164 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 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 15,000 205,000 190,000 The Securities Purchase Agreement (“SPA”) states that the in-kind accrual rate should be increased by10% per annum 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 an additional 10% upon each occurrence of an event of default. At the date of this Annual 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 shares of preferred stock during the three months ended March 31, 2023. Warrants A summary of the Company’s warrant activity during the three months ended March 31, 2023, is presented below: SCHEDULE OF WARRANTS ACTIVITY Weighted Weighted Contract Number of Warrants Average Exercise Price Term (Year) Outstanding at December 31, 2022 3,867,500 $ 0.71 4.11 Granted 33,000,000 0.10 5.00 Exercised - - - Forfeited-Canceled - - - Outstanding at March 31, 2023 36,867,500 $ 0.16 4.67 Exercisable at March 31, 2023 36,867,500 During the three months ended March 31, 2023, the Company issued 33,000,000 Options A summary of the Company’s option activity during the three months ended March 31, 2023, is presented below: SCHEDULE OF OPTION ACTIVITY Weighted Weighted Average Remaining Contract Number of Options Average Exercise Price Term (Year) Outstanding at December 31, 2022 6,000,000 $ 0.34 3.88 Granted - - - Exercised - - - Forfeited-Canceled - - - Outstanding at March 31, 2023 6,000,000 $ 0.34 3.64 Exercisable at March 31, 2023 4,925,000 Options outstanding as of March 31, 2023, and December 31, 2022, had aggregate intrinsic value of $ 0 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – 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, 2023, the Company exercised 343,750 267,310 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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, Plaza Bajamar, LLC, incorporated in State of Wyoming, Plaza Valle Divino, LLC, incorporated in the State of Wyoming and Rancho Costa Verde Development, LLC incorporated in State of Nevada. ILA Fund includes cash as its only assets with minimal expenses as of March 31, 2023. The sole purpose of this entity is strategic funding for the operations of the Company. ILA Mexico has plots held for sale for the Oasis Park Resort, no liabilities, and minimal expenses as of March 31, 2023. As of March 31, 2023, Emerald Grove Estates LLC, Plaza Bajamar LLC, and Plaza Valle Divino LLC have no operations. 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 % Plaza Bajamar LLC Wyoming 100 % Plaza Valle Divino, LLC Wyoming 100 % Rancho Costa Verde Development, LLC Nevada 100 % On January 1, 2023, the Company executed a securities purchase agreement pursuant to which the Company acquired all of the issued and outstanding units of Rancho Costa Verde Development, LLC. for a total contractual consideration of $ 13,500,000 |
Reclassification | Reclassification Certain numbers from 2022 have been reclassified to conform with the current year presentation. |
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. On January 3, 2023, the Company acquired a controlling financial interest in its previous equity method investment, which resulted in the consolidation pursuant to ASC 805 Business Combinations |
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 assets 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, 2023, and December 31, 2022, 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: uses quoted market prices in active markets for identical assets or liabilities. Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: uses unobservable inputs that are not corroborated by market data. 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 , deferred revenue, other notes approximate fair value due to their relatively short maturities. Equity-method investment is recorded at cost, which approximates its fair value since the consideration transferred includes cash and a non-monetary transaction, in the form of the Company’s common stock, which was valued based on a combination of a market and asset approach. The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black-Sholes option valuation model was used to determine the fair value. The Company records derivative liability on the consolidated balance sheets at fair value with changes in fair value recorded in the consolidated statements of operation. The following table presents balances of the liabilities with significant unobservable inputs (Level 3) as of March 31, 2023: SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS Fair Value Measurements at March 31, 2023 Using Quoted Prices in Active Significant Significant Identical Observable Unobservable (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 922,693 $ 922,693 Total $ - $ - $ 922,693 $ 922,693 The following table presents changes of the liabilities with significant unobservable inputs (Level 3) for the three months ended March 31, 2023: SCHEDULE OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS Derivative Liability Balance December 31, 2022 $ 531,527 New derivative from convertible notes 136,062 Settlement by debt extinguishment (142,574 ) Change in estimated fair value 397,678 Balance March 31, 2023 $ 922,693 |
Derivative Liability | Derivative Liability As of March 31, 2023, the Company has variable rate convertible promissory notes, which contained variable conversion rates based on unknown future prices of the Company’s common stock. This resulted in the recognition of a derivative liability as the conversion feature failed the scope exception for derivative accounting due to the variability of its conversion price. The Company measures the derivative liability using the Black-Scholes option valuation model using the following assumptions: SCHEDULE OF DERIVATIVE LIABILITY For the Three Months Ending March 31, 2023 2022 Expected term 1 1 - Exercise price $ 0.05 0.10 - Expected volatility 139 163 - Expected dividends None - Risk-free interest rate 4.74 5.09 - Forfeitures None - The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment, or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future. The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under its control, and the assessment of volatility. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s variable convertible notes, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases. |
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 are also capitalized. A variety of costs are incurred in the acquisition, development, and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete, and capitalization must cease involves a degree of judgment. Our capitalization policy on development properties is guided by ASC 835-20 Interest – Capitalization of Interest 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. The Company fully impaired of the land held for sale as of December 31, 2022. |
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 |
Construction in progress (“CIP”) | Construction in progress (“CIP”) A CIP asset reflects the cost of construction work undertaken, but not yet completed on land not currently owned by the Company. For construction in progress assets, no depreciation is recorded until the asset is placed in service. When construction is completed, the assets should be reclassified as building, building improvement, infrastructure or land improvement and should be capitalized and depreciated. The land is currently owned by companies controlled by our Chief Executive Officer. The Company fully impaired the construction in progress on land currently owned by the Companies controlled by our Chief Executive Officer due to the uncertainty in title transfer as of March 31, 2023. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost, less accumulated depreciation, and amortization. Depreciation is computed using the double declining balance method over the estimated useful lives of the respective assets: SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIVES Classification Life Buildings 20 Furniture and equipment 5 |
Revenue Recognition | Revenue Recognition The Company determines revenue recognition pursuant to Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, through the following steps: ■ Identification of the contract, or contracts, with a customer. Identification of the performance obligations in the agreement(s) for the sale of plots or house construction. Determination of the transaction price. Allocation of the transaction price to the performance obligation(s) in the contract. ■ Recognition of revenue when, or as the Company satisfies a performance obligation. 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 house construction with customers. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration which we will expect to receive in exchange for execution of the performance obligation(s). The Company applies judgment in determining the customer’s ability and intention to pay the consideration to which the Company is entitled to. A performance obligation is a promise in a contract or agreement to transfer a distinct product or item to the customer. 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. Management considers the retention of title as merely a protective right, which would not disallow revenue recognition for the full consideration to which the Company is entitled upon the execution of a contract for deed. Currently, upon execution of each contract for deed, the Company has not developed sufficient controls and procedures to provide reasonable assurance that collection of the consideration, which the Company is entitled to, is probable. In addition, the title of the land for the various projects (Bajamar and Divino) is held by an entity that is controlled by the Company’s Chief Executive Officer. The Company’s principal activities in the real estate development industry which it generates its revenues from are the sale of developed and undeveloped land and house construction. Rancho Costa Verde Development or RCVD generates revenue from the following sources: (1) lot sales, (2) home construction calculated as a set percentage of builders’ costs, (3) administrative income for loan servicing, (4) interest income resulting from monthly payments from financed loans made to customers on lost sales, (5) resale income as commission for selling homes for owners that have purchased lots at RCVD and (6) utilities revenue from waste water systems and solar systems. The Company identified the following performance obligations related to the operations of RCVD: (1) subdivision of the developer parcel, (ii) casita free week for each customer allowing them to enjoy a free week to a casita per year. The Company determined that there was a significant financing component in most arrangements with customers, which results in the recognition of interest income. The Company recognized approximately $ 241,000 |
Advertising costs | Advertising costs The Company expenses advertising costs when incurred. Advertising costs incurred amounted to $ 260,084 30,278 |
Debt issuance costs and debt discounts | Debt issuance costs and debt discounts Debt issuance costs and debt discounts are being amortized over the term of the related financings on a straight-line approach, which 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. Stock Options Plan – 2019 Equity Incentive Plan 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 requires approval by the Company’s shareholders within 12 months from the date of the 2019 Plan. The 2019 Plan was never approved by the shareholders. Therefore, any options granted under the 2019 Plan prior to shareholders’ approval will be “non-qualified”. Pursuant to the 2019 Plan, the Company has reserved a total of 3,000,000 2,150,000 Stock Options Plan – 2020 Equity Incentive Plan On August 26, 2020, the Company’s Board of Directors approved the 2020 Equity Plan (the “2020 Plan”). The Company has reserved a total of 3,000,000 shares of the Company’s authorized common stock for issuance under the 2020 equity plan. The 2020 Equity Plan enables the Company’s board of directors to provide equity-based incentives through grants of awards to the Company’s present and future employees, directors, consultants, and other third-party service providers. The Company has a total of 1,700,000 Stock Options Plan – 2022 Equity Plan On December 1, 2022, the Company’s Board of Directors approved a 2022 Equity Plan (the “2022 Plan”). The 2022 Plan enables the Board of Directors to provide equity incentives through grants of awards to the Company’s present and future employees, directors, consultants, and other third-party service providers. Pursuant to the 2022 Plan, the Company has reserved a total of 5,000,000 The Company did not issue any stock options during the three months ended March 31, 2023. The Company has a total of 2,150,000 |
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 March 31, 2023 For the three months ended March 31, 2022 Options 6,000,000 3,850,000 Warrants 36,867,500 3,867,500 Total potentially dilutive shares 42,867,500 7,717,500 |
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, 2023. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. If impairment is indicated, the asset is written down to its estimated fair value. The Company fully impaired its long-lived assets due to the uncertainty in title transfer of the land not currently owned by the Company and the estimated fair value of its construction in progress during the three months ended March 31, 2023. |
Convertible Promissory Note | Convertible Promissory Note The Company accounts for convertible promissory notes in accordance with ASC 470-20, Debt with Conversion and Other Options. The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the Income Statement. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument with an offset to additional paid-in capital and amortized to interest expense over the life of the debt using the effective interest method. |
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. Management is currently evaluating the potential impact of the Update on its financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Financial Instruments – Credit Losses, Derivatives and Hedging, and Leases In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Financial Instruments – Credit Losses, Derivatives and Hedging, and Leases The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 % Plaza Bajamar LLC Wyoming 100 % Plaza Valle Divino, LLC Wyoming 100 % Rancho Costa Verde Development, LLC Nevada 100 % |
SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS | The following table presents balances of the liabilities with significant unobservable inputs (Level 3) as of March 31, 2023: SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS Fair Value Measurements at March 31, 2023 Using Quoted Prices in Active Significant Significant Identical Observable Unobservable (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 922,693 $ 922,693 Total $ - $ - $ 922,693 $ 922,693 |
SCHEDULE OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS | The following table presents changes of the liabilities with significant unobservable inputs (Level 3) for the three months ended March 31, 2023: SCHEDULE OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS Derivative Liability Balance December 31, 2022 $ 531,527 New derivative from convertible notes 136,062 Settlement by debt extinguishment (142,574 ) Change in estimated fair value 397,678 Balance March 31, 2023 $ 922,693 |
SCHEDULE OF DERIVATIVE LIABILITY | SCHEDULE OF DERIVATIVE LIABILITY For the Three Months Ending March 31, 2023 2022 Expected term 1 1 - Exercise price $ 0.05 0.10 - Expected volatility 139 163 - Expected dividends None - Risk-free interest rate 4.74 5.09 - Forfeitures None - |
SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIVES | Fixed assets are stated at cost, less accumulated depreciation, and amortization. Depreciation is computed using the double declining balance method over the estimated useful lives of the respective assets: SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIVES Classification Life Buildings 20 Furniture and equipment 5 |
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 March 31, 2023 For the three months ended March 31, 2022 Options 6,000,000 3,850,000 Warrants 36,867,500 3,867,500 Total potentially dilutive shares 42,867,500 7,717,500 |
LAND, BUILDING, NET AND CONST_2
LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023, and December 31, 2022: SCHEDULE OF LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS Useful life March 31, 2023 December 31, 2022 Land – Emerald Grove $ 203,419 $ 203,419 Land – Rancho Costa Verde Development $ 1,148,316 $ - Furniture & equipment, net 5 $ 10,126 $ 1,877 Building – Emerald Grove & RCVD 20 2,591,421 1,048,138 Less: Accumulated depreciation (721,541 ) (184,393 ) Building, net $ 1,869,880 $ 863,745 |
PROMISSORY NOTES (Tables)
PROMISSORY NOTES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF PROMISSORY NOTES | Promissory notes consisted of the following at March 31, 2023, and December 31, 2022: SCHEDULE OF PROMISSORY NOTES March 31, 2023 December 31, 2022 $ 24,785 $ 24,785 Cash Call note payable, due August 2020 $ 24,785 $ 24,785 Elder note payable, 10 March 2020 1,500 1,500 Elder note Payable, 15 March 2021 76,477 76,477 Redwood Trust note payable, 12 February 2023 1,787,000 1,787,000 Total Notes Payable $ 1,889,762 $ 1,889,762 Less discounts - (4,146 ) Total Promissory notes, net of discount 1,889,762 1,885,616 Less current portion (1,889,762 ) (1,885,616 ) Total Promissory notes, net of discount - long term $ - $ - |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes and Loans, Noncurrent [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES | Convertible notes consisted of the following at March 31, 2023 and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES March 31, 2023 December 31, 2022 1800 Diagonal convertible note #1, 9 July 2023 - 85,000 1800 Diagonal convertible note#2, 9 September 2023 - 64,250 1800 Diagonal convertible note #3, 10 October 2023 71,228 122,488 1800 Diagonal convertible note #4, 9 March 2024 104,250 - Mast Hill convertible note, 12 March 2023 250,000 250,000 Blue Lake convertible note, 12 March 2023 250,000 250,000 International Real Estate Development, 5 March 2024 8,900,000 - Total convertible notes $ 9,575,478 $ 771,738 Less discounts (106,122 ) (213,081 ) Total convertible notes, net of discount 9,469,356 558,657 Less current portion (9,469,356 ) (558,657 ) Total convertible notes, net of discount - long term $ - $ - |
PROMISSORY NOTES _ RELATED PA_2
PROMISSORY NOTES – RELATED PARTY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Promissory Notes Related Party | |
SCHEDULE OF RELATED PARTY TRANSACTIONS | Related party promissory notes consisted of the following at March 31, 2023, and December 31, 2022: SCHEDULE OF RELATED PARTY TRANSACTIONS March 31, December 31, RAS Real Estate LLC – Past maturity $ 237,289 $ 249,589 Six-Twenty Management LLC – On demand 1,234,960 960,746 Frank Ingrande 14,546 - Lisa Landau – On demand 122,409 76,360 Total On demand notes, net of discount $ 1,609,204 $ 1,286,695 |
BUSINESS ACQUISITION WITH REL_2
BUSINESS ACQUISITION WITH RELATED PARTY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF ACQUISITION-DATE FAIR VALUE OF CONSIDERATION TRANSFERRED | The acquisition-date fair value of the consideration transferred is as follows: SCHEDULE OF ACQUISITION-DATE FAIR VALUE OF CONSIDERATION TRANSFERRED January 3, 2023 Fair value of common stock $ 1,800,000 Fair value of common stock warrants 2,674,976 Promissory notes $ 8,900,000 Fair value of consideration transferred $ 13,374,976 |
SCHEDULE OF PROVISIONAL PURCHASE PRICE ALLOCATION | The following is a provisional purchase price allocation as of the January 3, 2023, acquisition date: SCHEDULE OF PROVISIONAL PURCHASE PRICE ALLOCATION January 3, 2023 Cash $ 321,916 Accounts receivable 1,900,388 Other current assets 342,574 Fixed Assets 1,977,182 Accounts payable and accrued expenses (652,329 ) Mortgage loans (6,576,566 ) Related party notes (16,545 ) Deferred revenue (9,276,620 ) Net Assets Acquired $ (11,980,000 ) Deemed dividend as related party 25,354,976 Total consideration $ 13,374,976 |
SCHEDULE OF FAIR VALUE OF COMMON STOCK WARRANTS | At acquisition date, the Company measures the fair value of the common stock warrant using the Black-Scholes option valuation model using the following assumptions: SCHEDULE OF FAIR VALUE OF COMMON STOCK WARRANTS For the Three Months Ending March 31, 2023 2022 Expected term 5 - Exercise price $ 0.10 - Expected volatility 162 % - Risk-free interest rate 3.94 % - Forfeitures None - |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS ACTIVITY | A summary of the Company’s warrant activity during the three months ended March 31, 2023, is presented below: SCHEDULE OF WARRANTS ACTIVITY Weighted Weighted Contract Number of Warrants Average Exercise Price Term (Year) Outstanding at December 31, 2022 3,867,500 $ 0.71 4.11 Granted 33,000,000 0.10 5.00 Exercised - - - Forfeited-Canceled - - - Outstanding at March 31, 2023 36,867,500 $ 0.16 4.67 Exercisable at March 31, 2023 36,867,500 |
SCHEDULE OF OPTION ACTIVITY | A summary of the Company’s option activity during the three months ended March 31, 2023, is presented below: SCHEDULE OF OPTION ACTIVITY Weighted Weighted Average Remaining Contract Number of Options Average Exercise Price Term (Year) Outstanding at December 31, 2022 6,000,000 $ 0.34 3.88 Granted - - - Exercised - - - Forfeited-Canceled - - - Outstanding at March 31, 2023 6,000,000 $ 0.34 3.64 Exercisable at March 31, 2023 4,925,000 |
NATURE OF OPERATIONS AND GOIN_2
NATURE OF OPERATIONS AND GOING CONCERN (Details Narrative) | 1 Months Ended | 3 Months Ended | ||||
Jan. 03, 2023 USD ($) | May 31, 2021 USD ($) a | Mar. 31, 2023 USD ($) a | Mar. 31, 2022 USD ($) | Jan. 02, 2023 | Dec. 31, 2022 USD ($) | |
Land in acres | a | 1,100 | 20 | ||||
Working capital | $ 30,700,000 | |||||
Net loss | 1,908,561 | $ 1,492,722 | ||||
Accumulated deficit | $ 27,471,893 | $ 25,121,457 | ||||
Rancho Costa Verde Development, LLC [Member] | ||||||
Consideration amount | $ 13,500,000 | $ 2,680,000 | ||||
Rancho Costa Verde Development, LLC [Member] | ||||||
Equity investement | 75% | 25% | 25% |
SCHEDULE OF CONSOLIDATED SUBSID
SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND ENTITY (Details) - Equity Investees Interest [Member] | 3 Months Ended |
Mar. 31, 2023 | |
ILA Fund I, LLC [Member] | |
State or Other Jurisdiction of Incorporation or Organization | Wyoming |
Attributable Interest | 100% |
International Land Alliance, S.A. de C.V. (ILA Mexico) [Member] | |
State or Other Jurisdiction of Incorporation or Organization | Mexico |
Attributable Interest | 100% |
Emerald Grove Estates, LLC [Member] | |
State or Other Jurisdiction of Incorporation or Organization | California |
Attributable Interest | 100% |
Plaza Bajamar LLC [Member] | |
State or Other Jurisdiction of Incorporation or Organization | Wyoming |
Attributable Interest | 100% |
Plaza Valle Divino LLC [Member] | |
State or Other Jurisdiction of Incorporation or Organization | Wyoming |
Attributable Interest | 100% |
Rancho Costa Verde Development, LLC [Member] | |
State or Other Jurisdiction of Incorporation or Organization | Nevada |
Attributable Interest | 100% |
SCHEDULE OF LIABILITIES WITH SI
SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS (Details) | Mar. 31, 2023 USD ($) |
Platform Operator, Crypto-Asset [Line Items] | |
Derivative liabilities | $ 922,693 |
Fair Value, Inputs, Level 1 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Derivative liabilities | |
Fair Value, Inputs, Level 2 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Derivative liabilities | |
Fair Value, Inputs, Level 3 [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Derivative liabilities | $ 922,693 |
SCHEDULE OF CHANGES IN LIABILIT
SCHEDULE OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Balance of derivative liabilities | $ 531,527 |
New derivative from convertible notes | 136,062 |
Settlement by debt extinguishment | (142,574) |
Change in fair value of derivative liability | 397,678 |
Balance of derivative liabilities | $ 922,693 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Stock price | ||
Expected volatility | ||
Expected dividends | 0% | (0.00%) |
Risk-free interest rate | ||
Forfeitures | 0 | |
Derivative [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Expected term | ||
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Stock price | $ 0.05 | |
Expected volatility | 139% | |
Risk-free interest rate | 4.74% | |
Minimum [Member] | Derivative [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Expected term | 1 month | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Stock price | $ 0.10 | |
Expected volatility | 163% | |
Risk-free interest rate | 5.09% | |
Maximum [Member] | Derivative [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Expected term | 1 year |
SCHEDULE OF DEPRECIATION ESTIMA
SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIVES (Details) | Mar. 31, 2023 |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SHARES (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 42,867,500 | 7,717,500 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 6,000,000 | 3,850,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 36,867,500 | 3,867,500 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Mar. 31, 2023 | Mar. 31, 2022 | Jan. 01, 2023 | Dec. 31, 2022 | Dec. 01, 2022 | Aug. 26, 2020 | Feb. 11, 2019 | |
Property, plant and equipment, useful life | 20 years | ||||||
Revenue from contract with customer | $ 240,932 | $ 0 | |||||
Advertising costs | $ 260,084 | $ 30,278 | |||||
Common stock option issued | 64,676,587 | 43,499,423 | |||||
Common stock option outstanding | 61,676,587 | 43,499,423 | |||||
2019 Equity Incentive Plan [Member] | |||||||
Reserved common shares | 3,000,000 | ||||||
Common stock option issued | 2,150,000 | 2,150,000 | |||||
Common stock option outstanding | 2,150,000 | 2,150,000 | |||||
2019 Equity Incentive Plan [Member] | Options Held [Member] | |||||||
Common stock option issued | 2,150,000 | ||||||
Common stock option outstanding | 2,150,000 | ||||||
2020 Equity Incentive Plan [Member] | |||||||
Reserved common shares | 3,000,000 | ||||||
Common stock option issued | 1,700,000 | 1,700,000 | |||||
Common stock option outstanding | 1,700,000 | 1,700,000 | |||||
2020 Equity Incentive Plan [Member] | Options Held [Member] | |||||||
Common stock option issued | 1,700,000 | ||||||
Common stock option outstanding | 1,700,000 | ||||||
2022 Equity Incentive Plan [Member] | |||||||
Reserved common shares | 5,000,000 | ||||||
Common stock option issued | 2,150,000 | ||||||
Common stock option outstanding | 2,150,000 | ||||||
2022 Equity Incentive Plan [Member] | Options Held [Member] | |||||||
Common stock option issued | 2,150,000 | ||||||
Common stock option outstanding | 2,150,000 | ||||||
Rancho Costa Verde Development, LLC [Member] | |||||||
Contractual consideration | $ 13,500,000 |
ASSET PURCHASE AND TITLE TRAN_2
ASSET PURCHASE AND TITLE TRANSFER (Details Narrative) | 12 Months Ended | |||||||||
Sep. 29, 2021 USD ($) | Jul. 30, 2018 USD ($) a | Dec. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) a | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | May 31, 2021 a | Mar. 31, 2021 USD ($) | Jun. 18, 2019 USD ($) a | Mar. 18, 2019 USD ($) | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Area of Land | a | 20 | 1,100 | ||||||||
Acquisition costs assets | $ 1,122,050 | |||||||||
Acquisition costs for land | 271,225 | |||||||||
Acquisition costs for building | $ 850,826 | |||||||||
Unpaid amount owed | $ 58,560 | $ 58,560 | ||||||||
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 | $ 647,399 | $ 670,000 | ||||||||
Construction contract for consideration | $ 99,000 | |||||||||
Construction contract for consideration funded | 43,967 | |||||||||
Total purchase price | $ 120,000 | |||||||||
Total purchase price funded amount | $ 61,440 | |||||||||
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 | |||||||||
Acquire real property | $ 1,100,000 | |||||||||
Aggregate property principal amount | $ 1,787,000 | |||||||||
Property funding amount | $ 387,000 | |||||||||
Jason Sunstein [Member] | Residential Purchase Agreement (RPA) [Member] | First and Second Mortgage Loans [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Area of Land | a | 80 |
SCHEDULE OF LAND, BUILDING, NET
SCHEDULE OF LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Useful life of asset | 20 years | |
Less: Accumulated depreciation | $ (721,541) | $ (184,393) |
Buildings, net | 1,869,880 | 863,745 |
Land - Emerald Grove [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | 203,419 | 203,419 |
Land - Rancho Costa Verde Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | 1,148,316 | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | $ 10,126 | 1,877 |
Useful life of asset | 5 years | |
Building - Emerald Grove & RCVD [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | $ 2,591,421 | $ 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, 2019 USD ($) | Nov. 30, 2019 USD ($) | Sep. 30, 2019 USD ($) | Mar. 31, 2023 USD ($) a ft² shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | May 31, 2021 a | |
Property, Plant and Equipment [Line Items] | ||||||||
Depreciation expenses | $ 29,748 | $ 29,748 | ||||||
Area of land acquired | a | 20 | 1,100 | ||||||
Payments for construction in process | $ 179,700 | 109,000 | ||||||
Assets impairment loss | $ 245,674 | |||||||
Prepaid and Other Current Assets [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Number of common stock issued | shares | 250,000 | 250,000 | 250,000 | |||||
Number of common stock issued value | $ 150,000 | $ 150,000 | $ 150,000 | |||||
Roberto Valdes [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Asset acquisition consideration percentage | 100% | |||||||
Consideration amount | $ 1,000,000 | |||||||
Valle Divino [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Payments to acquire productive assets | 457,275 | |||||||
Area of land acquired | a | 20 | |||||||
Construction in process, balance | $ 0 | 0 | ||||||
Plaza Bajamar [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Area of land acquired | ft² | 1,150 | |||||||
Payments for construction in process | $ 179,700 | |||||||
Land and buildings, net | 0 | $ 0 | ||||||
Assets impairment loss | 179,700 | |||||||
Proceeds from sale of construction | 1,500,000 | |||||||
Funded amount | $ 500,000 | |||||||
Rancho Costa Verde Development [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Area of land acquired | a | 1,000 | |||||||
Rancho Costa Verde Development [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Payments to acquire productive assets | $ 1,977,182 | |||||||
Two Model Villas [Member] | Roberto Valdes [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Payments to acquire property, plant, and equipment | $ 250,000 | $ 250,000 | ||||||
Payments for construction in process | 150,000 | 150,000 | ||||||
Valdeland [Member] | Roberto Valdes [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Down payment for purchase of land | $ 100,000 | $ 100,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | ||||
Dec. 01, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | May 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Number of shares stock options | |||||
Strike price | |||||
Chief Executive Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Construction on residential fund | $ 180,000 | ||||
Chief Executive Officer [Member] | Land [Member] | |||||
Related Party Transaction [Line Items] | |||||
Construction on residential fund | 1,400,000 | ||||
Chief Executive Officer [Member] | Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Balance owed to related party | 66,846 | $ 33,038 | |||
Chief Financial Officer [Member] | Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Balance owed to related party | 66,846 | 33,038 | |||
President [Member] | Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Balance owed to related party | $ 66,846 | $ 33,038 | |||
Employment Agreement [Member] | Frank Ingrande [Member] | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage | 75% | ||||
Employment Agreement [Member] | Frank Ingrande [Member] | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage | 33% | ||||
Employment Agreement [Member] | Chief Executive Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued compensation cost | $ 33,808 | ||||
Employment Agreement [Member] | Chief Executive Officer [Member] | 2022 Plan [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares stock options | 465,834 | ||||
Strike price | $ 0.20 | ||||
Stock option vesting percentage | 25% | ||||
Remaining vesting percentage | 75% | ||||
Estimated fair value | $ 90,188 | ||||
Employment Agreement [Member] | Chief Executive Officer [Member] | 2022 Plan [Member] | Equity Option [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share-based payment arrangement, expense | 16,900 | ||||
Employment Agreement [Member] | Chief Financial Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued compensation cost | 33,808 | ||||
Employment Agreement [Member] | Chief Financial Officer [Member] | 2022 Plan [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares stock options | 465,834 | ||||
Strike price | $ 0.20 | ||||
Stock option vesting percentage | 25% | ||||
Remaining vesting percentage | 75% | ||||
Estimated fair value | $ 90,188 | ||||
Employment Agreement [Member] | Chief Financial Officer [Member] | 2022 Plan [Member] | Equity Option [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share-based payment arrangement, expense | 16,900 | ||||
Employment Agreement [Member] | President [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued compensation cost | 33,808 | ||||
Employment Agreement [Member] | President [Member] | 2022 Plan [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares stock options | 465,834 | ||||
Strike price | $ 0.20 | ||||
Stock option vesting percentage | 25% | ||||
Remaining vesting percentage | 75% | ||||
Estimated fair value | $ 90,188 | ||||
Employment Agreement [Member] | President [Member] | 2022 Plan [Member] | Equity Option [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share-based payment arrangement, expense | $ 16,900 |
SCHEDULE OF PROMISSORY NOTES (D
SCHEDULE OF PROMISSORY NOTES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Total Notes Payable | $ 1,889,762 | $ 1,889,762 |
Less discounts | (4,146) | |
Total Promissory notes, net of discount | 1,889,762 | 1,885,616 |
Less current portion | (1,889,762) | (1,885,616) |
Total Promissory notes, net of discount - long term | ||
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 |
SCHEDULE OF PROMISSORY NOTES _2
SCHEDULE OF PROMISSORY NOTES (Details) (Parenthetical) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | August 2020 | August 2020 |
Notes Payable Two [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | March 2020 | March 2020 |
Debt instrument, percentage | 10% | 10% |
Notes Payable Three [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | March 2021 | March 2021 |
Debt instrument, percentage | 15% | 15% |
Notes Payable Four [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | February 2023 | February 2023 |
Debt instrument, percentage | 12% | 12% |
PROMISSORY NOTES (Details Narra
PROMISSORY NOTES (Details Narrative) | 3 Months Ended | ||||||||
Jun. 27, 2023 USD ($) | Aug. 02, 2022 USD ($) | Jan. 21, 2021 USD ($) a | Mar. 19, 2018 USD ($) | Mar. 31, 2023 USD ($) a | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | May 31, 2021 a | Dec. 15, 2020 USD ($) | |
Short-Term Debt [Line Items] | |||||||||
Amortization of debt discount | $ 160,831 | $ 19,241 | |||||||
Area of Land | a | 20 | 1,100 | |||||||
Debt instrument, unamortized discount | $ 106,122 | $ 213,081 | |||||||
Cash Call, Inc [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, principal balance | $ 23,641 | $ 75,000 | 24,785 | 24,785 | |||||
Debt instrument, interest rate | 94% | ||||||||
Debt instrument, periodic payment | $ 3,152 | ||||||||
Debt instrument, maturity date, description | August 1, 2020 | ||||||||
Debt instrument, unamortized discount | 7,500 | 7,500 | |||||||
Christopher Elder [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, principal balance | 77,977 | 77,977 | $ 126,477 | ||||||
Debt instrument, interest rate | 15% | ||||||||
Interest expense debt | 2,935 | 2,895 | |||||||
Accrued interest | 27,117 | 24,182 | |||||||
Accounts receivable | 347,290 | 347,290 | |||||||
Notes Payable [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Amortization of debt discount | 4,146 | $ 0 | |||||||
Redwood Trust [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Area of Land | a | 80 | ||||||||
Debt instrument, principal balance | $ 1,787,000 | ||||||||
Debt instrument, interest rate | 12% | ||||||||
Debt instrument, periodic payment | $ 17,870 | ||||||||
Debt instrument, maturity date, description | February 1st, 2023 | ||||||||
Payments for mortgage deposits | $ 387,000 | ||||||||
Interest expense debt | 53,610 | ||||||||
Interest paid | 0 | ||||||||
Accrued interest | $ 126,650 | $ 73,040 | |||||||
Redwood Trust [Member] | Emerald Grove Estates, LLC [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Payments for unpaid interest and late fees charges | $ 236,116 | ||||||||
Redwood Trust [Member] | Emerald Grove Estates, LLC [Member] | Extended Maturity [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, maturity date, description | maturity date was extended to January 1, 2024 |
SCHEDULE OF CONVERTIBLE NOTES (
SCHEDULE OF CONVERTIBLE NOTES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Total convertible notes | $ 9,575,478 | $ 771,738 |
Less discounts | (106,122) | (213,081) |
Total convertible notes, net of discount | 9,469,356 | 558,657 |
Less current portion | (9,469,356) | (558,657) |
Total convertible notes, net of discount - long term | ||
1800 Diagonal Convertible Note #1 [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes | 85,000 | |
1800 Diagonal Convertible Note #2 [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes | 64,250 | |
1800 Diagonal Convertible Note #3 [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes | 71,228 | 122,488 |
1800 Diagonal Convertible Note #4 [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes | 104,250 | |
Mast Hill Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes | 250,000 | 250,000 |
Blue Lake Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes | 250,000 | 250,000 |
International Real Estate Development [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes | $ 8,900,000 |
SCHEDULE OF CONVERTIBLE NOTES_2
SCHEDULE OF CONVERTIBLE NOTES (Details) (Parenthetical) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
1800 Diagonal Convertible Note #1 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt, interest rate | 9% | 9% |
Debt instrument, maturity date, description | July 2023 | July 2023 |
1800 Diagonal Convertible Note #2 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt, interest rate | 9% | 9% |
Debt instrument, maturity date, description | September 2023 | September 2023 |
1800 Diagonal Convertible Note #3 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt, interest rate | 10% | 10% |
Debt instrument, maturity date, description | October 2023 | October 2023 |
1800 Diagonal Convertible Note #4 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt, interest rate | 9% | 9% |
Debt instrument, maturity date, description | March 2024 | March 2024 |
Mast Hill Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Debt, interest rate | 12% | 12% |
Debt instrument, maturity date, description | March 2023 | March 2023 |
Blue Lake Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Debt, interest rate | 12% | 12% |
Debt instrument, maturity date, description | March 2023 | March 2023 |
International Real Estate Development [Member] | ||
Short-Term Debt [Line Items] | ||
Debt, interest rate | 5% | 5% |
Debt instrument, maturity date, description | March 2024 | March 2024 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||||||
Mar. 03, 2023 | Jan. 03, 2023 | Jan. 01, 2023 | Oct. 17, 2022 | Sep. 02, 2022 | Jul. 28, 2022 | Mar. 28, 2022 | Mar. 23, 2022 | Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 02, 2022 | Oct. 17, 2023 | Dec. 31, 2022 | Mar. 23, 2023 | Nov. 30, 2022 | |
Short-Term Debt [Line Items] | ||||||||||||||||
Debt discount | $ 160,831 | $ 19,241 | ||||||||||||||
Net proceeds | 147,805 | |||||||||||||||
Unamortized debt discount | $ 106,122 | 106,122 | $ 213,081 | |||||||||||||
Interest expenses | 583,547 | 104,367 | ||||||||||||||
Repayments of related party | 100,850 | 90,954 | ||||||||||||||
Notes payable | $ 1,889,762 | 1,889,762 | 1,885,616 | |||||||||||||
Rancho Costa Verde Development, LLC [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Number of shares issued for common stock, value | $ 1,800,000 | |||||||||||||||
Rancho Costa Verde Development, LLC [Member] | International Real Estate Development LLC [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Interest expenses | $ 111,250 | |||||||||||||||
Debt instrument, interest rate, stated | 12% | 12% | ||||||||||||||
Debt instrument maturity date | Mar. 31, 2024 | |||||||||||||||
Debt instrument, interest rate | 5% | |||||||||||||||
Debt instrument, description | The convertible note is convertible commencing on April 1, 2023 at the option of the holder into shares of common stock at a 10% discount to market price. | |||||||||||||||
Principal amount | $ 8,900,000 | |||||||||||||||
Debt instrument, periodic payment | $ 2,225,000 | |||||||||||||||
Accured interest | 111,250 | $ 111,250 | ||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt discount | 106,959 | $ 19,241 | ||||||||||||||
Convertible Promissory Note [Member] | Diagonal Note #1 [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt discount | 4,250 | |||||||||||||||
Gross proceeds | $ 85,000 | |||||||||||||||
Net proceeds | 80,750 | |||||||||||||||
Debt instrument net of issuance costs | $ 4,250 | |||||||||||||||
Unamortized debt discount | 0 | 0 | 2,479 | |||||||||||||
Debt instrument, percentage | 9% | |||||||||||||||
Debt instrument converted amount | $ 15,000 | |||||||||||||||
Debt instrument converted amount, shares | 242,404 | |||||||||||||||
Interest expenses | $ 37,900 | |||||||||||||||
Accured interest | 0 | 0 | 3,700 | |||||||||||||
Interest expense, amortized | 1,060 | |||||||||||||||
Debt instrument, convertible, description | At any time after issuance, the note is convertible into shares of our common stock at the greater of a fixed rate or discount to the market price. The note includes a prepayment feature at a premium of 25% from the issuance date and up to 180 days. | |||||||||||||||
Unpaid principal and interest, rate | 50% | |||||||||||||||
Repayments of related party | 111,594 | |||||||||||||||
Notes payable | 0 | 0 | 85,000 | |||||||||||||
Convertible Promissory Note [Member] | Diagonal Note #2 [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt discount | 16,200 | |||||||||||||||
Gross proceeds | $ 64,250 | |||||||||||||||
Net proceeds | 60,000 | |||||||||||||||
Debt instrument net of issuance costs | $ 4,250 | $ 4,250 | ||||||||||||||
Unamortized debt discount | 0 | 0 | 42,876 | |||||||||||||
Debt instrument, percentage | 9% | 9% | ||||||||||||||
Interest expenses | 16,620 | |||||||||||||||
Accured interest | 0 | 0 | 1,900 | |||||||||||||
Debt instrument, convertible, description | At any time after issuance, the note is convertible into shares of our common stock at the greater of a fixed conversion rate or discount to the market price. The note includes a prepayment feature at a premium of 25% from the issuance date and up to 180 days | |||||||||||||||
Unpaid principal and interest, rate | 50% | |||||||||||||||
Repayments of related party | $ 71,000 | |||||||||||||||
Notes payable | 0 | 0 | 64,250 | |||||||||||||
Repayments of debt | $ 11,798 | |||||||||||||||
Debt extinguishment | 27,019 | |||||||||||||||
Convertible Promissory Note [Member] | Diagonal Note #3 [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt discount | 19,494 | |||||||||||||||
Gross proceeds | $ 142,276 | |||||||||||||||
Net proceeds | 122,782 | |||||||||||||||
Debt instrument net of issuance costs | $ 19,494 | |||||||||||||||
Unamortized debt discount | 10,559 | 10,559 | 15,433 | |||||||||||||
Debt instrument, percentage | 10% | |||||||||||||||
Interest expenses | 5,691 | 14,227 | ||||||||||||||
Accured interest | 12,804 | |||||||||||||||
Interest expense, amortized | 4,874 | |||||||||||||||
Repayments of debt | 51,260 | |||||||||||||||
Debt instrument, guaranteed | guaranteed twelve-month coupon or $14,227 | |||||||||||||||
Debt instrument maturity date | Oct. 17, 2023 | |||||||||||||||
Installment payments | $ 15,650 | |||||||||||||||
Interest paid | 1,423 | |||||||||||||||
Convertible note payable | 71,228 | 71,228 | 122,488 | |||||||||||||
Convertible Promissory Note [Member] | Diagonal Note #4 [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Gross proceeds | $ 104,250 | |||||||||||||||
Net proceeds | 100,000 | |||||||||||||||
Debt instrument net of issuance costs | $ 4,250 | |||||||||||||||
Debt instrument, percentage | 9% | |||||||||||||||
Debt instrument maturity date | Mar. 03, 2023 | |||||||||||||||
Debt instrument, interest rate | 22% | |||||||||||||||
Debt instrument, description | The note includes a prepayment feature at a premium of up to 25% from the issuance date and up to 180 days. The note includes a 50% penalty premium on unpaid principal and interest upon an event of default. | |||||||||||||||
Convertible Promissory Note [Member] | Mast Hill Fund, L.P [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt discount | 219,832 | |||||||||||||||
Gross proceeds | $ 250,000 | |||||||||||||||
Net proceeds | 211,250 | |||||||||||||||
Debt instrument net of issuance costs | 13,750 | |||||||||||||||
Unamortized debt discount | $ 25,000 | 0 | 0 | 50,742 | ||||||||||||
Debt instrument, percentage | 12% | |||||||||||||||
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 | |||||||||||||||
Warrant exercise price per share | $ 0.80 | |||||||||||||||
Warrant term | 5 years | |||||||||||||||
Debt conversion price per share | $ 0.35 | |||||||||||||||
Debt instrument converted amount | $ 81,730 | |||||||||||||||
Debt instrument converted amount, shares | 834,760 | |||||||||||||||
Principal balance owed | 250,000 | $ 250,000 | 250,000 | |||||||||||||
Interest expenses | 13,200 | |||||||||||||||
Accured interest | 25,180 | 25,180 | 23,700 | |||||||||||||
Debt instrument, interest rate, stated | 25% | |||||||||||||||
Default penalty | 0 | 0 | 68,426 | |||||||||||||
Default penalty | 1,615 | 1,615 | ||||||||||||||
Debt instrument, debt default, amount | 70,000 | |||||||||||||||
Interest expense, amortized | 50,742 | |||||||||||||||
Convertible Promissory Note [Member] | Blue Lake Partners LLC [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt discount | 219,607 | |||||||||||||||
Gross proceeds | $ 250,000 | |||||||||||||||
Net proceeds | 211,250 | |||||||||||||||
Debt instrument net of issuance costs | 13,750 | |||||||||||||||
Unamortized debt discount | $ 25,000 | 0 | 0 | 53,097 | ||||||||||||
Debt instrument, percentage | 12% | |||||||||||||||
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 | |||||||||||||||
Warrant exercise price per share | $ 0.80 | |||||||||||||||
Warrant term | 5 years | |||||||||||||||
Debt conversion price per share | $ 0.35 | |||||||||||||||
Principal balance owed | 250,000 | 250,000 | 250,000 | |||||||||||||
Interest expenses | 13,400 | |||||||||||||||
Accured interest | $ 36,740 | $ 36,740 | 23,400 | |||||||||||||
Debt instrument, interest rate, stated | 25% | 25% | ||||||||||||||
Default penalty | $ 68,344 | $ 68,344 | $ 68,344 | |||||||||||||
Interest expense, amortized | $ 53,097 |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Total On demand notes, net of discount | $ 1,889,762 | $ 1,885,616 |
Promissory Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Total On demand notes, net of discount | 1,609,204 | 1,286,695 |
Promissory Notes [Member] | RAS Real Estate LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Total On demand notes, net of discount | 237,289 | 249,589 |
Promissory Notes [Member] | Six-Twenty Management LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Total On demand notes, net of discount | 1,234,960 | 960,746 |
Promissory Notes [Member] | Frank Ingrande [Member] | ||
Short-Term Debt [Line Items] | ||
Total On demand notes, net of discount | 14,546 | |
Promissory Notes [Member] | Lisa Landau [Member] | ||
Short-Term Debt [Line Items] | ||
Total On demand notes, net of discount | $ 122,409 | $ 76,360 |
PROMISSORY NOTES _ RELATED PA_3
PROMISSORY NOTES – RELATED PARTY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Oct. 25, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Proceed from related party | $ 226,220 | $ 170,102 | |||
Repayment of related party | 100,850 | 90,954 | |||
Interest expenses | 583,547 | $ 104,367 | |||
Accrued interest | 539,985 | $ 352,884 | |||
Notes payable | 1,889,762 | 1,885,616 | |||
Lisa Landau [Member] | |||||
Debt principal balance | 122,409 | 76,360 | |||
Repayments of debt | 71,000 | ||||
Advance from improvement | 50,000 | ||||
Repayment of promissory from related parties | 74,950 | ||||
Non Convertible Promissory Note [Member] | Six Twenty Management LLC [Member] | |||||
Debt principal balance | $ 288,611 | 1,234,960 | 960,746 | ||
Debt instrument, percentage | 8% | ||||
Proceed from related party | $ 609,200 | 176,220 | |||
Repayment of related party | 111,594 | ||||
Repayments of debt | 13,600 | ||||
Interest expenses | 24,700 | 11,045 | |||
Accrued interest | 111,664 | 86,965 | |||
Promissory Note [Member] | RAS, LLC [Member] | |||||
Debt instrument, percentage | 10% | ||||
Repayments of debt | 12,300 | ||||
Interest expenses | 10,700 | ||||
Accrued interest | $ 56,554 | 45,876 | |||
Employee relative issued amount | $ 440,803 | ||||
Default coupon rate | 18% | 18% | |||
Secured of common shares | 2,500,000 | ||||
Notes payable | $ 237,289 | $ 249,589 | |||
Six Twenty Management LLC [Member] | |||||
Ownership percentage | 100% |
SCHEDULE OF ACQUISITION-DATE FA
SCHEDULE OF ACQUISITION-DATE FAIR VALUE OF CONSIDERATION TRANSFERRED (Details) - Rancho Costa Verde Development, LLC [Member] | Jan. 03, 2023 USD ($) |
Business Acquisition [Line Items] | |
Fair value of common stock | $ 1,800,000 |
Fair value of common stock warrants | 2,674,976 |
Promissory notes | 8,900,000 |
Fair value of consideration transferred | $ 13,374,976 |
SCHEDULE OF PROVISIONAL PURCHAS
SCHEDULE OF PROVISIONAL PURCHASE PRICE ALLOCATION (Details) - Rancho Costa Verde Development, LLC [Member] | Jan. 03, 2023 USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 321,916 |
Accounts receivable | 1,900,388 |
Other current assets | 342,574 |
Fixed Assets | 1,977,182 |
Accounts payable and accrued expenses | (652,329) |
Mortgage loans | (6,576,566) |
Related party notes | (16,545) |
Deferred revenue | (9,276,620) |
Net Assets Acquired | (11,980,000) |
Deemed dividend as related party | 25,354,976 |
Total consideration | $ 13,374,976 |
SCHEDULE OF FAIR VALUE OF COMMO
SCHEDULE OF FAIR VALUE OF COMMON STOCK WARRANTS (Details) | Mar. 31, 2023 | Mar. 31, 2022 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, term | 5 years | |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.10 | |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 162 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 3.94 | |
Measurement Input Forfeitures [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input |
BUSINESS ACQUISITION WITH REL_3
BUSINESS ACQUISITION WITH RELATED PARTY (Details Narrative) | 1 Months Ended | 3 Months Ended | ||||||
Jan. 03, 2023 USD ($) a shares | Jan. 01, 2023 USD ($) | Mar. 31, 2023 USD ($) a | Mar. 31, 2023 USD ($) a | Mar. 31, 2022 USD ($) | Jan. 02, 2023 USD ($) | Dec. 31, 2022 USD ($) | May 31, 2021 a | |
Business Acquisition [Line Items] | ||||||||
Interest expense | $ 583,547 | $ 104,367 | ||||||
Land in acres | a | 20 | 20 | 1,100 | |||||
Rancho Costa Verde Development, LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity investement | 75% | 25% | 25% | |||||
Equity method investment, aggregate cost | $ 2,680,000 | |||||||
Equity method investment, quoted market value | $ 0 | |||||||
Rancho Costa Verde Development, LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 13,374,976 | |||||||
Number of common stock issued value | 1,800,000 | |||||||
Value of warrants issued | $ 2,674,976 | |||||||
Rancho Costa Verde Development, LLC [Member] | International Real Estate Development LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Principal amount | $ 8,900,000 | |||||||
Debt instrument, periodic payment | $ 2,225,000 | |||||||
Debt instrument, interest rate | 5% | |||||||
Debt instrument, maturity date | Mar. 31, 2024 | |||||||
Debt instrument, interest rate, stated | 12% | 12% | ||||||
Interest expense | $ 111,250 | |||||||
Securities Purchase Agreement [Member] | Rancho Costa Verde Development, LLC [Member] | International Real Estate Development LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, percentage of voting interests acquired | 75% | |||||||
Consideration transferred | $ 13,400,000 | |||||||
Principal amount | $ 8,900,000 | |||||||
Number of shares issued | shares | 200,000 | |||||||
Number of common stock issued value | $ 1,800,000 | |||||||
Number of warrants issued | shares | 33,000,000 | |||||||
Value of warrants issued | $ 2,700,000 | |||||||
Debt instrument, periodic payment | $ 2,225,000 | |||||||
Debt instrument, interest rate | 5% | |||||||
Debt instrument, maturity date | Mar. 31, 2024 | |||||||
Debt instrument, interest rate, stated | 12% | |||||||
Debt instrument, percentage | 10% | |||||||
Interest expense | $ 111,250 | |||||||
Land in acres | a | 1,100 |
EQUITY METHOD INVESTMENT (Detai
EQUITY METHOD INVESTMENT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 03, 2023 | May 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||||
Share price | |||||
Investment carrying value | $ (41,104) | ||||
Securities Purchase Agreement [Member] | Rancho Costa Verde Development, LLC [Member] | International Real Estate Development LLC [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Business acquisition, percentage of voting interests acquired | 75% | ||||
Contractual consideration | $ 13,500,000 | ||||
Rancho Costa Verde Development, LLC [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of shares exchanged | 3,000,000 | ||||
Share price | $ 0.86 | ||||
Fair value of equity investment | $ 100,000 | ||||
Consideration amount | $ 13,500,000 | $ 2,680,000 | |||
Investments | $ 2,680,000 | ||||
Investment carrying value | $ 2,089,337 | ||||
Rancho Costa Verde Development, LLC [Member] | Equity Investees Interest [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity investement | 25% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 3 Months Ended | 12 Months Ended | |||
Sep. 25, 2019 USD ($) | Mar. 31, 2023 USD ($) a | Dec. 31, 2022 USD ($) | May 31, 2021 a | Sep. 30, 2019 USD ($) a | |
Commitment to purchase of land | The land project consisting of 20 acres to be acquired from Baja Residents Club (a Company controlled by our CEO Roberto Valdes) and developed into Valle Divino resort in Ensenada, Baja California, the acquisition of title to the land for this project is subject to approval from the Mexican government in Baja, California | ||||
Area of land acquired | a | 20 | 1,100 | |||
Net budget | $ 1,556,000 | ||||
Net budget inclusive of lots construction | 995,747 | ||||
Commitment amount | 560,250 | ||||
Land Purchase Agreement [Member] | |||||
Purchase price of land | $ 1,000,000 | ||||
Initial construction budget of land | 150,000 | ||||
Land Purchase Agreement [Member] | Promissory Note [Member] | |||||
Purchase price of land | 150,000 | ||||
Land Purchase Agreement [Member] | Preferred Stock [Member] | |||||
Number of common stock issued value | 600,000 | ||||
Land Purchase Agreement [Member] | Common Stock [Member] | |||||
Number of common stock issued value | $ 250,000 | ||||
Contract For Deed Agreement [Member] | IntegraGreen [Member] | |||||
Area of land acquired | a | 20 | ||||
Purchase price of land | $ 630,000 | ||||
Balance of balloon payment | 63,000 | ||||
Debt instrument principal amount | $ 403,020 | ||||
Oasis Park Resort Construction Budget [Member] | |||||
Total budget | 512,000 | $ 512,000 | |||
Payment for budget | 118,600 | 118,600 | |||
Commitment paid | $ 393,400 | 393,400 | |||
Valle Divino [Member] | |||||
Area of land acquired | a | 20 | ||||
Payments to acquire productive assets | $ 457,275 | ||||
Valle Divino [Member] | Valdetierra S.A de C.V. [Member] | Roberto Valdes [Member] | |||||
Equity investement | 100% |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Number of Warrants, Outstanding Beginning | 3,867,500 | |
Weighted Average Exercise Price Outstanding Beginning | $ 0.71 | |
Weighted Average Remaining Contract Term (Year), Warrants Outstanding | 4 years 8 months 1 day | 4 years 1 month 9 days |
Number of Warrants, Granted | 33,000,000 | |
Weighted Average Exercise Price Warrants Granted | $ 0.10 | |
Weighted Average Remaining Contract Term (Year), Warrants Outstanding, Beginning | 5 years | |
Number of Warrants, Exercised | ||
Weighted Average Exercise Price Warrants Exercised | ||
Number of Warrants, Forfeited-Canceled | ||
Weighted Average Exercise Price Forfeited-Canceled | ||
Number of Warrants, Outstanding Ending | 36,867,500 | 3,867,500 |
Weighted Average Exercise Price Outstanding Ending | $ 0.16 | $ 0.71 |
Number of Warrants, Exercisable Ending | 36,867,500 |
SCHEDULE OF OPTION ACTIVITY (De
SCHEDULE OF OPTION ACTIVITY (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Number of Options, Outstanding Beginning | 6,000,000 | |
Weighted Average Exercise Price Outstanding Beginning | $ 0.34 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 7 months 20 days | 3 years 10 months 17 days |
Number of Options, Granted | ||
Weighted Average Exercise Price Warrants Granted | ||
Number of Options, Exercised | ||
Weighted Average Exercise Price Warrants Exercised | ||
Number of Options, Forfeit/Canceled | ||
Weighted Average Exercise Price Forfeit/Canceled | ||
Number of Options, Outstanding Ending | 6,000,000 | 6,000,000 |
Weighted Average Exercise Price Outstanding Ending | $ 0.34 | $ 0.34 |
Number of Options, Exercisable Ending | 4,925,000 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) | 3 Months Ended | 12 Months Ended | |||||
Nov. 06, 2019 USD ($) shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 01, 2022 shares | Dec. 31, 2021 USD ($) | Feb. 11, 2019 shares | |
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | |||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||
Common stock, shares issued | 64,676,587 | 43,499,423 | |||||
Common stock, shares outstanding | 61,676,587 | 43,499,423 | |||||
Number of options granted | |||||||
Number of shares issued for acquisitions | $ | $ 1,800,000 | ||||||
Number of option exercised shares | |||||||
Number of option exercised value | $ | $ 600 | ||||||
Temporary equity | $ | $ 293,500 | $ 293,500 | $ 293,500 | ||||
Aggregate intrinsic value | $ | $ 0 | $ 0 | |||||
Cleanspark Inc [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of common stock for equity offering | 350,000 | ||||||
Proceeds from equity offerings | $ | $ 500,000 | ||||||
Share-Based Payment Arrangement, Option [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of option exercised shares | 600,000 | ||||||
Number of option exercised value | $ | $ 600 | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued for acquisitions | 20,000,000 | ||||||
Number of shares issued for acquisitions | $ | $ 20,000 | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,077,164 | ||||||
Number of option exercised shares | 600,000 | ||||||
Number of option exercised value | $ | $ 600 | ||||||
Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants, convertible into equivalent number of shares of common stock | 33,000,000 | ||||||
Consulting Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued for common stock | 100,000 | 814,714 | |||||
Number of common stock issued value | $ | $ 15,000 | $ 447,300 | |||||
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 annum 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 an additional 10% upon each occurrence of an event of default. At the date of this Annual 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] | Two Accredited Investors [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common shares issued from promissory notes, shares | 450,000 | ||||||
Common shares issued from promissory notes | 202,000 | ||||||
2022 Equity Incentive Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares issued | 2,150,000 | ||||||
Common stock, shares outstanding | 2,150,000 | ||||||
Number of stock reserved for issuance | 5,000,000 | ||||||
Number of options granted | 2,150,000 | ||||||
2020 Equity Incentive Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares issued | 1,700,000 | 1,700,000 | |||||
Common stock, shares outstanding | 1,700,000 | 1,700,000 | |||||
Number of stock reserved for issuance | 3,000,000 | ||||||
2019 Equity Incentive Plan [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares issued | 2,150,000 | 2,150,000 | |||||
Common stock, shares 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 issued | 28,000 | 28,000 | |||||
Preferred stock, shares outstanding | 28,000 | 28,000 | |||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued for acquisitions | $ | |||||||
Number of option exercised value | $ | |||||||
Series B Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares issued | 1,000 | 1,000 | |||||
Preferred stock, shares outstanding | 1,000 | 1,000 | |||||
Common stock discount percentage | 0.35 | ||||||
Cumulative accrual percentage | 12% | ||||||
Recognized dividend | $ | $ 15,000 | 15,000 | |||||
Series B Preferred Stock [Member] | Cleanspark Inc [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 1,000 | ||||||
Preferred stock, shares issued | 1,000 | ||||||
Series B Preferred Stock [Member] | Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of common stock issued value | $ | 205,000 | $ 190,000 | |||||
Number of shares issued for acquisitions | $ | |||||||
Number of option exercised value | $ | |||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued for acquisitions | 20,000,000 | ||||||
Number of shares issued for acquisitions | $ | $ 1,800,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | 3 Months Ended | 4 Months Ended |
Mar. 31, 2023 | Jul. 19, 2023 | |
Subsequent Event [Line Items] | ||
Warrants exercised | ||
Warrant [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Warrants exercised | 343,750 | |
Warrants exercised cashless feature into common stock | 267,310 |