Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 09, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56111 | |
Entity Registrant Name | INTERNATIONAL LAND ALLIANCE, INC. | |
Entity Central Index Key | 0001657214 | |
Entity Tax Identification Number | 46-3752361 | |
Entity Incorporation, State or Country Code | WY | |
Entity Address, Address Line One | 350 10th Avenue | |
Entity Address, Address Line Two | Suite 1000 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92101 | |
City Area Code | (877) | |
Local Phone Number | 661-4811 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 31,564,327 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 701,988 | $ 13,171 |
Note receivable | 100,000 | |
Accrued interest on note receivable | 1,534 | |
Prepaid and other current assets | 175,207 | 225,199 |
Total current assets | 978,729 | 238,370 |
Land | 271,225 | 271,225 |
Land Held for Sale | 647,399 | 647,399 |
Buildings, net | 922,828 | 860,594 |
Furniture and equipment, net | 2,682 | |
Construction in Process | 578,647 | 353,000 |
Equity-method investment | 2,719,212 | |
Other non-current assets | 43,072 | 34,693 |
Total assets | 6,163,794 | 2,405,281 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,034,814 | 869,864 |
Contract liability | 119,163 | 111,684 |
Deposits | 232,980 | 95,000 |
Promissory notes, net of debt discounts | 102,762 | 1,875,164 |
Promissory notes, net of debt discounts– Related Parties | 854,061 | 361,989 |
Total current liabilities | 2,343,780 | 3,313,701 |
Promissory notes, net of current portion | 1,723,613 | |
Total liabilities | 4,067,393 | 3,313,701 |
Commitments and Contingencies (Note 8) | ||
Preferred Stock Series B (Temporary Equity) | 293,500 | 293,500 |
Stockholders’ equity (deficit) | ||
Common stock; $0.001 par value; 75,000,000 shares authorized; 31,364,327 and 23,230,654 shares issued and outstanding as of September 30, 2021, and December 31, 2020, respectively | 31,365 | 23,231 |
Additional paid-in capital | 15,115,134 | 8,705,620 |
Stock receivable | (94,501) | (289,044) |
Accumulated deficit | (13,249,126) | (9,641,756) |
Total stockholders’ equity (deficit) | 1,802,901 | (1,201,920) |
Total liabilities and stockholders’ equity (deficit) | 6,163,794 | 2,405,281 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity (deficit) | ||
1,000 Series B shares issued and outstanding as of September 30, 2021, and December 31, 2020. | 28 | 28 |
Series B Preferred Stock [Member] | ||
Stockholders’ equity (deficit) | ||
1,000 Series B shares issued and outstanding as of September 30, 2021, and December 31, 2020. | $ 1 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Jul. 26, 2021 | Dec. 31, 2020 | Aug. 26, 2020 | Nov. 06, 2019 | Jun. 18, 2019 |
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | ||||
Common stock, par value | $ 0.001 | $ 0.68 | $ 0.001 | $ 0.001 | $ 0.10 | |
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | |||
Common stock, shares issued | 31,364,327 | 23,230,654 | 7,500,000 | |||
Common stock, shares outstanding | 31,364,327 | 23,230,654 | ||||
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 | ||||
Common stock, shares authorized | 1,000 | |||||
Common stock, shares issued | 1,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 8,340 | $ 14,076 | $ 25,899 | $ 39,908 |
Cost of revenues | ||||
Gross profit | 8,340 | 14,076 | 25,899 | 39,908 |
Operating expenses | ||||
Sales and marketing | 61,000 | 14,860 | 1,276,200 | 431,682 |
General and administrative expenses | 496,822 | 600,609 | 1,917,067 | 1,325,154 |
Total operating expenses | 557,822 | 615,469 | 3,193,267 | 1,756,836 |
Loss from operations | (549,482) | (601,393) | (3,167,368) | (1,716,928) |
Other income (expense) | ||||
Other income (expense) | 100,000 | 91,624 | ||
Income from equity-method investment | 32,270 | 39,212 | ||
Interest income | 1,534 | 1,534 | ||
Interest expense | (226,379) | (77,577) | (572,372) | (271,702) |
Total other expense | (92,575) | (77,577) | (440,002) | (271,702) |
Net loss | $ (642,057) | $ (678,970) | $ (3,607,370) | $ (1,988,630) |
Loss per common share - basic and diluted | $ (0.02) | $ (0.03) | $ (0.14) | $ (0.09) |
Weighted average common shares outstanding - basic and diluted | 30,418,295 | 22,307,719 | 26,662,971 | 21,187,461 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 28 | $ 1 | $ 20,615 | $ 6,702,750 | $ 127,858 | $ (6,974,958) | $ (123,706) |
Beginning balance, shares at Dec. 31, 2019 | 28,000 | 1,000 | 20,614,289 | ||||
Common stock granted for services | 173,951 | 173,951 | |||||
Common stock issued for warrant exercise | $ 120 | 59,880 | 18,808 | 78,808 | |||
Common stock issued for warrant exercise, shares | 120,000 | ||||||
Common stock issued for services | $ 50 | 236,698 | 236,748 | ||||
Common stock issued for services, shares | 50,000 | ||||||
Common stock to be issued and plots promised for cash | 120,668 | 120,668 | |||||
Net loss | (846,133) | (846,133) | |||||
Ending balance, value at Mar. 31, 2020 | $ 28 | $ 1 | $ 20,785 | 7,173,279 | 267,334 | (7,821,091) | (359,664) |
Ending balance, shares at Mar. 31, 2020 | 28,000 | 1,000 | 20,784,289 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 28 | $ 1 | $ 20,615 | 6,702,750 | 127,858 | (6,974,958) | (123,706) |
Beginning balance, shares at Dec. 31, 2019 | 28,000 | 1,000 | 20,614,289 | ||||
Net loss | (1,988,630) | ||||||
Ending balance, value at Sep. 30, 2020 | $ 28 | $ 1 | $ 22,431 | 8,297,930 | (251,288) | (8,963,588) | (894,486) |
Ending balance, shares at Sep. 30, 2020 | 28,000 | 1,000 | 22,430,654 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 28 | $ 1 | $ 20,785 | 7,173,279 | 267,334 | (7,821,091) | (359,664) |
Beginning balance, shares at Mar. 31, 2020 | 28,000 | 1,000 | 20,784,289 | ||||
Stock issued in connection with debts | $ 171 | 126,889 | (97,858) | 29,202 | |||
Stock issued in connection with debts, shres | 171,923 | ||||||
Common stock and warrants sold for cash | $ 215 | 86,093 | (3,808) | 82,500 | |||
Common stock and warrants sold for cash, shares | 214,282 | ||||||
Common stock to be issued and plots promised for cash | $ 500 | 152,516 | (120,668) | 32,348 | |||
Common stock to be issued and plots promised for cash, shares | 500,160 | ||||||
Net loss | (463,527) | (463,527) | |||||
Ending balance, value at Jun. 30, 2020 | $ 28 | $ 1 | $ 21,671 | 7,538,777 | 45,000 | (8,284,618) | (679,141) |
Ending balance, shares at Jun. 30, 2020 | 28,000 | 1,000 | 21,670,654 | ||||
Common stock and warrants sold for cash | $ 210 | 52,290 | (27,500) | 25,000 | |||
Common stock and warrants sold for cash, shares | 210,000 | ||||||
Stock and warrants issued for services | $ 400 | 686,216 | (268,788) | 417,828 | |||
Stock and warrants issued for services, shares | 400,000 | ||||||
Common stock to be issued and plots promised for cash | $ 150 | 20,647 | 20,797 | ||||
Common stock to be issued and plots promised for cash, shares | 150,000 | ||||||
Net loss | (678,970) | (678,970) | |||||
Ending balance, value at Sep. 30, 2020 | $ 28 | $ 1 | $ 22,431 | 8,297,930 | (251,288) | (8,963,588) | (894,486) |
Ending balance, shares at Sep. 30, 2020 | 28,000 | 1,000 | 22,430,654 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 28 | $ 1 | $ 23,231 | 8,705,620 | (289,044) | (9,641,756) | (1,201,920) |
Beginning balance, shares at Dec. 31, 2020 | 28,000 | 1,000 | 23,230,654 | ||||
Common stock granted for services | (315,288) | 315,288 | |||||
Common stock issued from plot sale | $ 100 | 32,412 | (32,512) | ||||
Common stock issued from plot sale, shares | 100,000 | ||||||
Common stock issued with debt settlement | $ 118 | 84,480 | (75,628) | 8,970 | |||
Common stock issued with debt settlement, shares | 118,000 | ||||||
Commitment shares issued | $ 85 | 130,815 | 130,900 | ||||
Commitment shares issued, shares | 85,000 | ||||||
Common stock issued against accrued interest due to related party | $ 30 | 10,969 | 10,999 | ||||
Common stock issued against accrued interest due to related party, Shares | 29,727 | ||||||
Common stock to be issued for cash | 45,000 | 45,000 | |||||
Stock-based compensation | 67,380 | 280,000 | 347,380 | ||||
Dividend on Series Preferred | (15,000) | (15,000) | |||||
Net loss | (990,483) | (990,483) | |||||
Ending balance, value at Mar. 31, 2021 | $ 28 | $ 1 | $ 23,564 | 8,701,388 | 243,104 | (10,632,239) | (1,664,154) |
Ending balance, shares at Mar. 31, 2021 | 28,000 | 1,000 | 23,563,381 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 28 | $ 1 | $ 23,231 | 8,705,620 | (289,044) | (9,641,756) | (1,201,920) |
Beginning balance, shares at Dec. 31, 2020 | 28,000 | 1,000 | 23,230,654 | ||||
Common stock issued for cash | $ 300,000 | ||||||
Common stock issued for warrant and option exercise, shares | 1,000,000 | ||||||
Net loss | $ (3,607,370) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 28 | $ 1 | $ 31,365 | 15,115,134 | (94,501) | (13,249,126) | 1,802,901 |
Ending balance, shares at Sep. 30, 2021 | 28,000 | 1,000 | 31,364,327 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 28 | $ 1 | $ 23,564 | 8,701,388 | 243,104 | (10,632,239) | (1,664,154) |
Beginning balance, shares at Mar. 31, 2021 | 28,000 | 1,000 | 23,563,381 | ||||
Stock-based compensation | 1,307,078 | 1,307,078 | |||||
Dividend on Series Preferred | (15,000) | (15,000) | |||||
Common stock issued for cash | $ 140 | 64,860 | (45,000) | 20,000 | |||
Common stock issued for cash, shares | 140,000 | ||||||
Common stock issued with equity-method investment | $ 3,000 | 2,577,000 | 2,580,000 | ||||
Common stock issued with equitymethod investment, shares | 3,000,000 | ||||||
Common stock issued pursuant to consulting agreements | $ 396 | 538,712 | (280,000) | 259,108 | |||
Common stock issued pursuant to consulting agreements, shares | 395,946 | ||||||
Common stock issued with plot purchase | $ 70 | 29,451 | 29,521 | ||||
Common stock issued with plot purchase, shares | 70,000 | ||||||
Common stock issued for warrant and option exercise | $ 1,160 | 98,840 | 100,000 | ||||
Common stock issued for warrant and option exercise, shares | 1,160,000 | ||||||
Net loss | (1,974,830) | (1,974,830) | |||||
Ending balance, value at Jun. 30, 2021 | $ 28 | $ 1 | $ 28,330 | 13,302,329 | (81,896) | (12,607,069) | 641,723 |
Ending balance, shares at Jun. 30, 2021 | 28,000 | 1,000 | 28,329,327 | ||||
Common stock issued with debt settlement | $ 35 | 12,570 | (12,605) | ||||
Common stock issued with debt settlement, shares | 35,000 | ||||||
Stock-based compensation | 78,485 | 78,485 | |||||
Dividend on Series Preferred | (15,000) | (15,000) | |||||
Common stock issued with cash, net of offering costs | $ 3,000 | 1,736,750 | 1,739,750 | ||||
Common stock issued with cash net of offering costs, shares | 3,000,000 | ||||||
Net loss | (642,057) | (642,057) | |||||
Ending balance, value at Sep. 30, 2021 | $ 28 | $ 1 | $ 31,365 | $ 15,115,134 | $ (94,501) | $ (13,249,126) | $ 1,802,901 |
Ending balance, shares at Sep. 30, 2021 | 28,000 | 1,000 | 31,364,327 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (3,607,370) | $ (1,988,630) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 2,001,021 | 828,527 |
Loss on debt extinguishment | 10,876 | |
Depreciation and amortization | 35,311 | 34,343 |
Income from equity-method investment | (39,212) | |
Amortization of debt discount | 284,616 | 106,161 |
Changes in assets and liabilities | ||
Prepaid and other current assets | 157,212 | (85,425) |
Accounts payable and accrued liabilities | 287,596 | 415,442 |
Other non-current assets | (8,379) | (31,618) |
Contract liability | 37,000 | 26,267 |
Deposits | 137,980 | 18,420 |
Net cash used in operating activities | (703,349) | (676,513) |
Cash Flows from Investing Activities | ||
Equity-method investee acquisition | (100,000) | |
Building and Construction in Progress payments | (241,259) | |
Cash payment to collaborative agreement | (100,000) | |
Net cash used in investing activities | (441,259) | |
Cash Flows from Financing Activities | ||
Common stock, warrants and options sold for cash | 1,804,750 | 186,308 |
Common stock, warrants and plots promised for cash, net | 100,000 | 173,813 |
Cash payments on promissory notes- related party | (510,661) | (76,000) |
Cash payments on promissory notes | (982,086) | (21,554) |
Cash proceeds from convertible notes | 288,874 | 257,641 |
Cash proceeds from promissory notes- related party | 763,812 | |
Cash proceeds from refinancing | 368,736 | |
Net cash provided by financing activities | 1,833,425 | 520,208 |
Net increase (decrease) in Cash | 688,817 | (156,305) |
Cash, beginning of period | 13,171 | 172,526 |
Cash, end of period | 701,988 | 16,221 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 127,174 | 63,396 |
Cash paid for income tax | ||
Non-Cash investing and financing transactions | ||
Dividend on Series B | 45,000 | |
Original issue discount on notes payable | 28,500 | |
Debt discount issue don note payable | 29,202 | |
Shares issued with debt modification | 8,970 | |
Cancellation of previously issued common stock | 315,288 | |
Interest on notes paid by related party | 17,734 | |
Construction in progress paid by related party | 84,614 | |
Common stock issued as consideration for equity-method investee | 2,580,000 | |
Commitment shares issued with convertible note | 130,900 | |
Payment of non related notes from related party notes | 110,110 | |
Corporate expenses paid through related party notes | 25,462 | |
Common stock issued in settlement of related party accrued interest on note | $ 10,999 |
NATURE OF OPERATIONS AND GOING
NATURE OF OPERATIONS AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2021 | |
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 (inception). The Company is a residential land development company with target properties located in the Baja California, Norte region of Mexico and Southern California. The Company’s principal activities are purchasing properties, obtaining zoning and other entitlements required to subdivide the properties into residential and commercial building plots, securing financing for the purchase of the plots, improving the properties infrastructure and amenities, and selling the plots to homebuyers, retirees, investors, and commercial developers. On June 30, 2011, International Land Alliance, SA De CV (“ILA Mexico”) was formed as a Mexican corporation to acquire from Baja Residents Club, S.A. de CV (“BRC”), a related party with common ownership and control by the Company’s CEO, Robert Valdes, 497 20 On June 18, 2019, BRC transferred title to the Company for the Oasis Park property. It was previously subject to approval by the Mexican government in Baja, California which was finalized in June 2019. As consideration for the promise to transfer title, the Company previously issued 7,500,000 750,000 0.10 On March 18, 2019, the Company acquired real property located in Hemet, California, which included approximately 80 1.1 In October 2019, the Company entered into an agreement with Valdeland, S.A. de C.V.(“Valdeland”), a Mexican corporation controlled by our CEO, Robert Valdes, to acquire 1 The transfer of title for Valle Divino and Plaza Bajamar projects is subject to approval from the Mexican government in Baja California. Although management believes that the transfer of title to the land will be approved and transferred by the end of our fourth fiscal quarter of 2021, there is no assurance that such transfer of title will be approved in that time frame or at all. On October 25, 2020, the Company entered into a business agreement with A&F Agriculture LLC (“A&F”), in which the parties agreed to operate a business for the purpose of commercial agriculture at the Company’s property in Southern California. A&F will be the managing party of the business agreement. The Company will provide A&F with the land and water supply for the purpose of the cultivation. All revenue and expenses associated with the cultivation will be split equally among parties. Franck Ingrande is the Manager of A&F and is also the President of the Company. On March 29, 2021, the Company executed a Letter of Intent (the “LOI”) to acquire two parcels of land in Rosarito Beach, Baja California, Mexico, with total surface area of roughly 32 6 50,000 The unaudited financial statements herein have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The accompanying interim unaudited financial statements have been prepared under the presumption that users of the interim financial information have either read or have access to the audited financial statements for the latest year ended December 31, 2020. Accordingly, note disclosures which would substantially duplicate the disclosures contained in the December 31, 2020, audited financial statements have been omitted from these interim unaudited financial statements. Certain information and note disclosures included in the financial statements prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP” or “GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements were available to be issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. During the nine months ended September 30, 2021, the Company entered into securities purchase agreements with institutional and accredited investors for the issuance of an aggregate of 3,000,000 1.7 0.8 0.3 The Company has faced significant liquidity shortages as shown in the accompanying consolidated financial statements. As of September 30, 2021, the Company’s current liabilities exceeded its current assets by $ 1.4 3.6 13.2 0.7 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
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 and International Land Alliance, S.A. de C.V., a company incorporated in Mexico (“ILA Mexico”), Emerald Grove Estates LLC (“Emerald Estates”), incorporated in the State of California; the Company has a 100 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management regularly evaluates estimates and assumptions related to the valuation of assets and liabilities. Management bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from management’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates include: ■ Liability for legal contingencies. ■ Useful life of buildings. ■ Assumptions used in valuing equity instruments. ■ Deferred income taxes and related valuation allowances. ■ Going concern. ■ Assessment of long-lived asset for impairment. ■ Significant influence or control over the Company’s investee. 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 no Fair value of Financial Instruments and Fair Value Measurements Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosures, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of any balance sheet dates presented or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, note receivable, prepaid, accounts payable, accrued liabilities, contract liability, deposits, related party and third-party notes payables approximate fair value due to their relatively short maturities. Equity-method investment is recorded at cost, which approximates its fair value since the consideration transferred includes cash and a non-monetary transaction, in the form of the Company’s common stock, which was valued based on a combination of a market and asset approach. Cost Capitalization The cost of buildings and improvements includes the purchase price of the property, legal fees, and other acquisition costs. Costs directly related to planning, developing, initial leasing and constructing a property are capitalized and classified as Buildings in the Consolidated Balance Sheets. Capitalized development costs include interest, property taxes, insurance, and other direct project costs incurred during the period of development. A variety of costs are incurred in the acquisition, development and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete, and capitalization must cease, involves a degree of judgment. Our capitalization policy on development properties is guided by ASC 835-20 Interest – Capitalization of Interest Real Estate - General Land Held for Sale The Company considers properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) the property is available for immediate sale in its present condition and (3) the property is actively being marketed for sale at a price that is reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its carrying value or its estimated net realizable value . Land and Buildings Land and buildings are stated at cost. Depreciation is provided by the use of the straight-line and accelerated methods for financial and tax reporting purposes, respectively, over the estimated useful lives of the assets. Buildings will have an estimated useful life of 20 Revenue Recognition Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The guidance sets forth a five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The Company determines revenue recognition through the following steps: ● identification of the agreement, or agreements, with a buyer and/or investor; ● identification of the performance obligations in the agreement for the sale of plots including delivering title to the property being acquired from ILA; ● determination of the transaction price; ● allocation of the transaction price to the plots purchased when issued with equity or warrants to purchase equity in the Company; and ● recognition of revenue when, or as, we satisfy a performance obligation such as delivering title to plots purchased. Revenue is measured based on considerations specified in the agreements with our customers. A contract exists when it becomes a legally enforceable agreement with a customer. The contract is based on either the acceptance of standard terms and conditions as stated in our agreement of plot sales or the execution of terms and conditions contracts with third parties and investors. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration was historically paid prior to transfer of title as stated above and in future land sales, the Company plans to transfer title to buyers at the time consideration has been transferred if the acquisition of the property has been completed by the Company. The Company applies judgment in determining the customer’s ability and intention to pay; however, collection risk is mitigated through collecting payment in advance or through escrow arrangements. A performance obligation is a promise in a contract or agreement to transfer a distinct product or item to the customer, which for us is transfer of title to our buyers. Performance obligations promised in a contract are identified based on the property that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the property is separately identifiable from other promises in the contract. We have concluded the sale of property and delivering title is accounted for as a single performance obligation. Currently, upon execution of each contract, the Company has not developed sufficient controls and procedures to provide reasonable assurance that collection of the consideration, which the Company is entitled to, is probable. As such, the Company has not yet recognized any revenue from the seller’s financed contracts for deed in the three months ended September 30, 2021. The Company currently retains title of the underlying asset under each contract until the customer pays the consideration in full. Management is currently evaluating the retention of title as merely a protective right, which would potentially not disallow revenue recognition for the full consideration to which the Company is entitled. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which we will expect to receive in exchange for transferring title to the customer. The Company recognizes revenue when it satisfies a performance obligation in a contract by transferring control over property to a customer when land title is legally transferred by the Company. The Company’s principal activities in the real estate development industry which it generates its revenues is the sale of developed and undeveloped land. Advertising costs The Company expenses advertising costs when incurred. Advertising costs incurred amounted to $ 1,276,200 431,682 Debt issuance costs and debt discounts Debt issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying consolidated balance sheets. Stock-Based Compensation The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. The Company has elected to use the simplified method described in the Securities and Exchange Commission Staff Accounting Bulletin Topic 14C to estimate the expected term of employee stock options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The value of restricted stock awards is determined using the fair value of the Company’s common stock on the date of grant. The Company accounts for forfeitures as they occur. Compensation expense is recognized on a straight-line basis over the requisite service period of the award. 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 nine months ended September 30, 2021 For the nine months ended September 30, 2020 Options 2,900,000 1,200,000 Warrants 3,330,000 340,000 Total potentially dilutive shares 6,230,000 1,540,000 Concentration of Credit Risk The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through September 30, 2021. Investments – Equity Method The Company accounts for equity method investments at cost, adjusted for the Company’s share of the investee’s earnings or losses, which are reflected in the consolidated statements of operations. The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. As of September 30, 2021, Management believes the carrying value of its equity method investments were recoverable in all material respects. Collaborative Arrangements The Company analyzes its collaboration arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and therefore within the scope of ASC Topic 808, Collaborative Arrangements (ASC 808). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and which elements of the collaboration are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, generally by analogy to ASC 606. Amounts that are owed to collaboration partners are recognized as an offset to collaboration revenue as such amounts are incurred by the collaboration partner. For those elements of the arrangement that are accounted for pursuant to ASC 606, the Company applies the five-step model described under ASC 606. Recent Accounting Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time, as the Company is no longer considered to be an EGC, which is expected to be on December 31, 2021. In February 2016, the FASB issued ASU 2016-02 (Topic 842), Leases, and issued subsequent amendments to the initial guidance or implementation guidance including ASU 2017-13, 2018-01, 2018-10, 2018-11, 2018-20 and 2019-01 (collectively, including ASU 2016-02, “ASC 842”), which supersedes the guidance in topic ASC 840, Leases. The new standard requires lessees to classify leases as either finance or operating based on whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether related expenses are recognized based on the effective interest method or on a straight-line basis over the term of the lease. For any leases with a term of greater than 12 months, ASU 2016-02 requires lessees to recognize a lease liability for the obligation to make the lease payments arising from a lease, and a right-of-use asset for the right to use the underlying asset for the lease term. An election can be made to account for leases with a term of 12 months or less similar to existing guidance for operating leases under ASC 840. The new standard will also require new disclosures, including qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. For public companies, the new standard is effective for interim and annual reporting periods beginning after December 15, 2018. The accounting standard is effective for non-public entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. We have elected this extension and the effective date for us to adopt this standard will be for fiscal years beginning after December 15, 2021. The Company does not anticipate the new standard will have an impact since the Company does not currently has leases. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the Company to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. ASU 2016-13 is intended to replace the incurred loss impairment methodology in current US GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates to improve the quality of information available to financial statement users about expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments (“ASU 2019-04”). This amendment clarifies the guidance in ASU 2016-13. The guidance in ASU 2016-13 was further clarified by ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments (“ASU 2019-11”) issued in November 2019. ASU 2019-11 provides transition relief such as permitting entities an accounting policy election regarding existing TDRs, among other things. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”). The purpose of this amendment is to provide entities that have certain instruments within the scope of Subtopic 326-20, Financial Instruments-Credit Losses-Measured at Amortized Cost, with an option to irrevocably elect the fair value option in Subtopic 825-10, Financial Instruments-Overall, on an instrument-by-instrument basis. Election of this option is intended to increase comparability of financial statement information and reduce costs for certain entities to comply with ASU 2016-13. For public entities, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. |
ASSET PURCHASE AND TITLE TRANSF
ASSET PURCHASE AND TITLE TRANSFER | 9 Months Ended |
Sep. 30, 2021 | |
Asset Purchase And Title Transfer | |
ASSET PURCHASE AND TITLE TRANSFER | NOTE 3 – ASSET PURCHASE AND TITLE TRANSFER Emerald Grove Asset Purchase On July 30, 2018, Jason Sunstein, the Chief Financial Officer, entered into a Residential Purchase Agreement (“RPA” or “the Agreement”) to acquire real property located in Hemet, California, which included approximately 80 1.1 1,122,050 271,225 850,826 On September 30, 2019, the Company entered into a contract for deed agreement “Agreement” with IntegraGreen whose principal is also a creditor. Under the agreement the Company agreed to the sale of 20 630,000 63,000 3,780 April 1, 2020 63,000 212,980 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 497 670,000 646,434 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 nine months ended September 30, 2021, the Company entered into a contract to sell three individual plots of land for total consideration of $ 128,000 12,000 108,000 36 0 |
LAND, BUILDING, NET AND CONSTRU
LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS | NOTE 4 – LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS Land and buildings, net as of September 30, 2021, and December 31, 2020: LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS Useful life September 30, 2021 December 31, 2020 Land – Emerald Grove $ 271,225 $ 271,225 Land held for sale – Oasis Park $ 646,434 $ 647,399 Construction in Process (Divino – Bajamar) $ 578,647 $ 353,000 Furniture & equipment 5 $ 2,682 $ - Building – Emerald Grove 20 1,040,720 943,175 Less: Accumulated depreciation (117,891 ) (82,581 ) Building, net $ 922,828 $ 860,594 Depreciation expense was $ 35,310 34,343 Additionally, in November and December 2019, $ 250,000 150,000 100,000 150,000 During the year ended December 31, 2020, the Company issued the 250,000 150,000 225,647 The balance of construction in process for Plaza Bajamar and Valle Divino totaled $ 578,647 353,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS The Company paid to its Chief Executive Officer salary for services directly related to continued operations of $ 0 5,000 101,424 231,656 130,232 The Company paid to the Company’s Chief Financial Officer salary for services directly related to continued operations in the amount of $ 1,600 92,308 101,424 170,085 70,261 The Company paid to a relative to the Company’s Chief Financial Officer (formerly the Company’s Secretary) salary for services directly related to continued operations in the amount of $ 28,255 11,300 69,114 116,211 75,352 In May 2021, the Company executed an employment agreement with the Company’s new President. The base salary is in the amount of $ 120,000 500 52,615 52,615 50,000 66,000 On October 25, 2019, the Company issued a promissory note to RAS, LLC (“RAS”), a company controlled by Lisa Landau, a former officer and related party to an officer of the Company, for $ 440,803 10 June 25, 2020 2,500,000 132,461 97,858 0 48,190 29,727 10,999 37,400 Six Twenty Capital Management LLC (Related Party) On March 31, 2021, the Company issued a promissory note to Six Twenty Capital Management LLC, a company controlled by Jason Sunstein, Chief Financial Officer of the Company, for $ 288,611 8 March 31, 2022 475,200 417,000 124,444 20,000 Promissory notes to related party consisted of the following at September 30, 2021, and December 31, 2020: SCHEDULE OF RELATED PARTY TRANSACTIONS September 30, 2021 December 31, 2020 RAS Real Estate LLC, 18 December 2020 $ 357,389 $ 361,989 Lisa Landau, no maturity date, no coupon 25,077 - Six Twenty Management, 8 March 2022 471,594 - Total Notes Payable $ 854,061 $ 361,989 Less discounts - - Total Related Parties Notes Payable 854,061 361,989 Less current portion (854,061 ) (361,989 ) Total Related Parties Notes Payable - long term $ - $ - |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE Promissory notes consisted of the following at September 30, 2021, and December 31, 2020: SCHEDULE OF NOTES PAYABLE September 30, 2021 December 31, 2020 Note payable, due August 2020 $ 24,785 $ 36,660 Note payable, 18 March 2020 1,500 1,500 Note payable, secured, 10 October 2021 - 975,000 Note payable, 15 December 2020 - 50,000 Note payable, 15 December 2020 - 50,000 Note payable, 15 December 2020 - 100,000 Note payable, 15 December 2020 - 100,000 Note payable, 15 December 2020 - 20,000 Note payable, 15 December 2020 - 25,000 Note payable, 13 December 2021 - 128,884 Note Payable, 12 June 2021 - 166,733 Note Payable, 15 March 2021 76,477 126,477 Note Payable, 12 February 2021 - 10,000 Note payable, 0 December 2020 - 142,100 Note payable, 12 February 2023 1,787,000 - Total Notes Payable $ 1,889,762 $ 1,932,300 Less discounts (63,387 ) (57,136 ) Total Notes Payable 1,826,375 1,875,164 Less current portion (102,762 ) (1,875,164 ) Total Notes Payable - long term $ 1,723,613 $ - Interest expense including amortization of the associated debt discount for the nine months ended September 30, 2021, and 2020 was $ 572,372 271,702 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 53,610 107,220 387,000 Convertible Notes Labrys Fund LP On February 25, 2021, the Company entered into a convertible promissory note pursuant to which it borrowed $ 500,000 25,500 50,000 12 February 25, 2022 85,000 131,000 250,000 1.00 135,000 124,444 111,110 13,334 435,556 388,885 46,671 0 Cash Call On February 10, 2021, the Company accepted a settlement offer from Cash Call to settle its obligation in exchange for total consideration of nine (9) installments of approximately $ 3,940 11,821 24,785 |
EQUITY METHOD INVESTMENT
EQUITY METHOD INVESTMENT | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 7 – EQUITY METHOD INVESTMENT In May 2021, the Company acquired a 25 3,000,000 0.86 100,000 2,680,000 The investment has been accounted for under the equity method. It was determined that the Company does not have the power to direct the activities that most significantly impact RCV’s economic performance, and therefore, the Company is not the primary beneficiary of RCV and RCV has not been consolidated under the variable interest model. The investment was recorded at cost, which was determined to be $ 2,680,000 3,000,000 The following represents summarized financial information of RCV for the nine months ended September 30, 2021: SUMMARIZED FINANCIAL INFORMATION OF RCV Revenue $ 1,623,662 Gross margin $ 1,195,584 Income from continuing operations $ 93,954 Net income $ 98,238 Based on its 25 32,270 39,212 2,719,212 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES Commitment to Purchase Land – Valle Divino. This is one land project consisting of 20 1,000,000 0.05 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 1,100,000 5,000 Commitment to Sell Land On September 30, 2019, the Company entered into a contract for deed agreement “Agreement” with IntegraGreen whose principal is also a creditor. Under the agreement the Company agreed to the sale of 20 630,000 63,000 3,780 Due to the nature of the Agreement, the Company’s management deemed that there was an embedded lease feature in the agreement in accordance with ASC 842. As a result, the initial payment of $ 63,000 149,980 25,900 31,618 During the nine months ended September 30, 2021, the Company entered into a contract for deed agreement with a third-party investor. Under the contract the Company agreed to the sale of 1 plot of vacant land and associated improvements located at the Valle Divino property in Ensenada, Mexico for a total purchase price of $ 35,000 35,000 5,479 70,000 Litigation Costs and Contingencies From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY The Company’s equity at September 30, 2021 consisted of 75,000,000 2,000,000 0.001 31,364,327 23,230,654 28,000 1,000 On August 26, 2020, the Company’s shareholders of record approved the increase of the Company’s authorized common stock, par value $ 0.001 75,000,000 100,000,000 150,000,000 The Company has reserved a total of 3,000,000 2,700,000 1,000,000 1,700,000 On February 11, 2019, the Company’s Board of Directors approved a 2019 Equity Incentive Plan (the “2019 Plan”). In order for the 2019 Plan to grant “qualified stock options” to employees, it required approval by the 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 1,200,000 Common Stock Issued for Services During the nine months ended September 31, 2021, the Company committed to issue 200,000 280,000 During the nine months ended September 30, 2021, the Company issued 50,000 66,000 During the nine months ended September 30, 2021, the Company issued an aggregate of 100,000 132,000 During the nine months ended September 30, 2021, the Company issued 45,946 61,108 Common Stock Issued for Cash On February 22, 2021, the Company received cash of $ 45,000 100,000 On May 7, 2021, the Company received cash of $ 20,000 40,000 Common Stock Issued from warrants and options exercise. During the nine months ended September 30, 2021, the Company issued 160,000 50,000 During the nine months ended September 30, 2021, the Company issued 1,000,000 50,000 Common Stock sold with a Promise to Deliver Title to Plot of Land and Warrants On December 8, 2020, the Company received cash proceeds of $ 20,000 50,000 20,000 11,890 8,110 On December 31, 2020, the Company received cash proceeds of $ 30,000 50,000 30,000 20,622 9,378 On April 22, 2021, the Company received cash proceeds of $ 35,000 70,000 35,000 29,521 5,479 Common Stock Issued for debt settlement. On December 31, 2020, the Company executed amendments to promissory notes with six (6) existing investors to extend the maturity date for the issuance of an aggregate of 23,000 10,000 On January 1, 2021, the Company issued an aggregate of 95,000 75,600 On January 1, 2021, the Company issued an aggregate of 23,000 8,970 On February 25, 2021, the Company issued 85,000 130,900 On July 1, 2021, the Company issued an aggregate of 35,000 12,605 All shares of common stock issued during the three and nine months ended September 30, 2021, were unregistered. Common Stock Issued for equity-method investment. On May 14, 2021, the Company issued 3,000,000 2,580,000 25 Common Stock issued following registered offering (July 2021 offering) On July 26, 2021, the Company entered into securities purchase agreements with certain institutional and accredited investors for the issuance and sale of 3,000,000 0.68 0.68 2,040,000 1,800,000 Preferred Stock On November 6, 2019, the Company authorized and issued 1,000 350,000 500,000 293,500 Warrants A summary of the Company’s warrant activity during the nine months ended September 30, 2021, is presented below: SCHEDULE OF WARRANTS ACTIVITY Weighted Weighted Contract Number of Warrants Average Exercise Price Term (Year) Outstanding at December 31, 2020 460,000 $ 0.38 0.70 Granted 3,180,000 0.69 5.33 Exercised (160,000 ) 0.31 0.25 Forfeited-Canceled (150,000 ) 0.33 - Outstanding at September 30, 2021 3,330,000 $ 0.68 5.11 Exercisable at September 30, 2021 3,300,000 During the nine months ended September 30, 2021, the Company issued 3,000,000 3,000,000 0.68 0.68 The placement agent was granted 180,000 0.85 The aggregate intrinsic value as of September 30, 2021, and December 31, 2020, was approximately $ 63,000 4,600 Options A summary of the Company’s option activity during the nine months ended September 30, 2021, is presented below: SCHEDULE OF OPTION ACTIVITY Weighted Weighted Contract Number of Options Average Exercise Price Term (Year) Outstanding at December 31, 2020 2,900,000 $ 0.43 3.35 Granted 1,000,000 0.05 1.00 Exercised (1,000,000 ) (0.05 ) ( 1.00 ) Forfeited-Canceled - - - Outstanding at September 30, 2021 2,900,000 $ 0.43 2.60 Exercisable at September 30, 2021 1,568,750 Options outstanding as of September 30, 2021, and December 31, 2020, had aggregate intrinsic value of $ 889,000 158,000 0.35 0.3 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – 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 September 30, 2021, the Company issued 1,300,000 0.50 700,000 Subsequent to September 30, 2021, the Company issued 100,000 Subsequent to September 30, 2021, the Company issued 100,000 Subsequent to September 30, 2021, the Board of Directors approved an amendment to the Company’s articles of incorporation to effect a reverse stock split of all of its outstanding shares of common stock in a ratio of not less than 1 for 2 and not more than 1 for 12 by April 30, 2022. Subsequent to September 30, 2021, the Board of Directors approved an amendment to the Company’s articles of incorporation to increase the number of shares of authorized common stock from 75,000,000 150,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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 and International Land Alliance, S.A. de C.V., a company incorporated in Mexico (“ILA Mexico”), Emerald Grove Estates LLC (“Emerald Estates”), incorporated in the State of California; the Company has a 100 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management regularly evaluates estimates and assumptions related to the valuation of assets and liabilities. Management bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from management’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates include: ■ Liability for legal contingencies. ■ Useful life of buildings. ■ Assumptions used in valuing equity instruments. ■ Deferred income taxes and related valuation allowances. ■ Going concern. ■ Assessment of long-lived asset for impairment. ■ Significant influence or control over the Company’s investee. |
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 no |
Fair value of Financial Instruments and Fair Value Measurements | Fair value of Financial Instruments and Fair Value Measurements Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosures, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of any balance sheet dates presented or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, note receivable, prepaid, accounts payable, accrued liabilities, contract liability, deposits, related party and third-party notes payables approximate fair value due to their relatively short maturities. Equity-method investment is recorded at cost, which approximates its fair value since the consideration transferred includes cash and a non-monetary transaction, in the form of the Company’s common stock, which was valued based on a combination of a market and asset approach. |
Cost Capitalization | Cost Capitalization The cost of buildings and improvements includes the purchase price of the property, legal fees, and other acquisition costs. Costs directly related to planning, developing, initial leasing and constructing a property are capitalized and classified as Buildings in the Consolidated Balance Sheets. Capitalized development costs include interest, property taxes, insurance, and other direct project costs incurred during the period of development. A variety of costs are incurred in the acquisition, development and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete, and capitalization must cease, involves a degree of judgment. Our capitalization policy on development properties is guided by ASC 835-20 Interest – Capitalization of Interest Real Estate - General |
Land Held for Sale | Land Held for Sale The Company considers properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) the property is available for immediate sale in its present condition and (3) the property is actively being marketed for sale at a price that is reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its carrying value or its estimated net realizable value . |
Land and Buildings | Land and Buildings Land and buildings are stated at cost. Depreciation is provided by the use of the straight-line and accelerated methods for financial and tax reporting purposes, respectively, over the estimated useful lives of the assets. Buildings will have an estimated useful life of 20 |
Revenue Recognition | Revenue Recognition Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The guidance sets forth a five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The Company determines revenue recognition through the following steps: ● identification of the agreement, or agreements, with a buyer and/or investor; ● identification of the performance obligations in the agreement for the sale of plots including delivering title to the property being acquired from ILA; ● determination of the transaction price; ● allocation of the transaction price to the plots purchased when issued with equity or warrants to purchase equity in the Company; and ● recognition of revenue when, or as, we satisfy a performance obligation such as delivering title to plots purchased. Revenue is measured based on considerations specified in the agreements with our customers. A contract exists when it becomes a legally enforceable agreement with a customer. The contract is based on either the acceptance of standard terms and conditions as stated in our agreement of plot sales or the execution of terms and conditions contracts with third parties and investors. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration was historically paid prior to transfer of title as stated above and in future land sales, the Company plans to transfer title to buyers at the time consideration has been transferred if the acquisition of the property has been completed by the Company. The Company applies judgment in determining the customer’s ability and intention to pay; however, collection risk is mitigated through collecting payment in advance or through escrow arrangements. A performance obligation is a promise in a contract or agreement to transfer a distinct product or item to the customer, which for us is transfer of title to our buyers. Performance obligations promised in a contract are identified based on the property that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the property is separately identifiable from other promises in the contract. We have concluded the sale of property and delivering title is accounted for as a single performance obligation. Currently, upon execution of each contract, the Company has not developed sufficient controls and procedures to provide reasonable assurance that collection of the consideration, which the Company is entitled to, is probable. As such, the Company has not yet recognized any revenue from the seller’s financed contracts for deed in the three months ended September 30, 2021. The Company currently retains title of the underlying asset under each contract until the customer pays the consideration in full. Management is currently evaluating the retention of title as merely a protective right, which would potentially not disallow revenue recognition for the full consideration to which the Company is entitled. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which we will expect to receive in exchange for transferring title to the customer. The Company recognizes revenue when it satisfies a performance obligation in a contract by transferring control over property to a customer when land title is legally transferred by the Company. The Company’s principal activities in the real estate development industry which it generates its revenues is the sale of developed and undeveloped land. |
Advertising costs | Advertising costs The Company expenses advertising costs when incurred. Advertising costs incurred amounted to $ 1,276,200 431,682 |
Debt issuance costs and debt discounts | Debt issuance costs and debt discounts Debt issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying consolidated balance sheets. |
Stock-Based Compensation | Stock-Based Compensation The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. The Company has elected to use the simplified method described in the Securities and Exchange Commission Staff Accounting Bulletin Topic 14C to estimate the expected term of employee stock options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The value of restricted stock awards is determined using the fair value of the Company’s common stock on the date of grant. The Company accounts for forfeitures as they occur. Compensation expense is recognized on a straight-line basis over the requisite service period of the award. |
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 nine months ended September 30, 2021 For the nine months ended September 30, 2020 Options 2,900,000 1,200,000 Warrants 3,330,000 340,000 Total potentially dilutive shares 6,230,000 1,540,000 |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through September 30, 2021. |
Investments – Equity Method | Investments – Equity Method The Company accounts for equity method investments at cost, adjusted for the Company’s share of the investee’s earnings or losses, which are reflected in the consolidated statements of operations. The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. As of September 30, 2021, Management believes the carrying value of its equity method investments were recoverable in all material respects. |
Collaborative Arrangements | Collaborative Arrangements The Company analyzes its collaboration arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and therefore within the scope of ASC Topic 808, Collaborative Arrangements (ASC 808). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and which elements of the collaboration are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, generally by analogy to ASC 606. Amounts that are owed to collaboration partners are recognized as an offset to collaboration revenue as such amounts are incurred by the collaboration partner. For those elements of the arrangement that are accounted for pursuant to ASC 606, the Company applies the five-step model described under ASC 606. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time, as the Company is no longer considered to be an EGC, which is expected to be on December 31, 2021. In February 2016, the FASB issued ASU 2016-02 (Topic 842), Leases, and issued subsequent amendments to the initial guidance or implementation guidance including ASU 2017-13, 2018-01, 2018-10, 2018-11, 2018-20 and 2019-01 (collectively, including ASU 2016-02, “ASC 842”), which supersedes the guidance in topic ASC 840, Leases. The new standard requires lessees to classify leases as either finance or operating based on whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether related expenses are recognized based on the effective interest method or on a straight-line basis over the term of the lease. For any leases with a term of greater than 12 months, ASU 2016-02 requires lessees to recognize a lease liability for the obligation to make the lease payments arising from a lease, and a right-of-use asset for the right to use the underlying asset for the lease term. An election can be made to account for leases with a term of 12 months or less similar to existing guidance for operating leases under ASC 840. The new standard will also require new disclosures, including qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. For public companies, the new standard is effective for interim and annual reporting periods beginning after December 15, 2018. The accounting standard is effective for non-public entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. We have elected this extension and the effective date for us to adopt this standard will be for fiscal years beginning after December 15, 2021. The Company does not anticipate the new standard will have an impact since the Company does not currently has leases. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the Company to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. ASU 2016-13 is intended to replace the incurred loss impairment methodology in current US GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates to improve the quality of information available to financial statement users about expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments (“ASU 2019-04”). This amendment clarifies the guidance in ASU 2016-13. The guidance in ASU 2016-13 was further clarified by ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments (“ASU 2019-11”) issued in November 2019. ASU 2019-11 provides transition relief such as permitting entities an accounting policy election regarding existing TDRs, among other things. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”). The purpose of this amendment is to provide entities that have certain instruments within the scope of Subtopic 326-20, Financial Instruments-Credit Losses-Measured at Amortized Cost, with an option to irrevocably elect the fair value option in Subtopic 825-10, Financial Instruments-Overall, on an instrument-by-instrument basis. Election of this option is intended to increase comparability of financial statement information and reduce costs for certain entities to comply with ASU 2016-13. For public entities, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
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 nine months ended September 30, 2021 For the nine months ended September 30, 2020 Options 2,900,000 1,200,000 Warrants 3,330,000 340,000 Total potentially dilutive shares 6,230,000 1,540,000 |
LAND, BUILDING, NET AND CONST_2
LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS | Land and buildings, net as of September 30, 2021, and December 31, 2020: LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS Useful life September 30, 2021 December 31, 2020 Land – Emerald Grove $ 271,225 $ 271,225 Land held for sale – Oasis Park $ 646,434 $ 647,399 Construction in Process (Divino – Bajamar) $ 578,647 $ 353,000 Furniture & equipment 5 $ 2,682 $ - Building – Emerald Grove 20 1,040,720 943,175 Less: Accumulated depreciation (117,891 ) (82,581 ) Building, net $ 922,828 $ 860,594 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY TRANSACTIONS | Promissory notes to related party consisted of the following at September 30, 2021, and December 31, 2020: SCHEDULE OF RELATED PARTY TRANSACTIONS September 30, 2021 December 31, 2020 RAS Real Estate LLC, 18 December 2020 $ 357,389 $ 361,989 Lisa Landau, no maturity date, no coupon 25,077 - Six Twenty Management, 8 March 2022 471,594 - Total Notes Payable $ 854,061 $ 361,989 Less discounts - - Total Related Parties Notes Payable 854,061 361,989 Less current portion (854,061 ) (361,989 ) Total Related Parties Notes Payable - long term $ - $ - |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | Promissory notes consisted of the following at September 30, 2021, and December 31, 2020: SCHEDULE OF NOTES PAYABLE September 30, 2021 December 31, 2020 Note payable, due August 2020 $ 24,785 $ 36,660 Note payable, 18 March 2020 1,500 1,500 Note payable, secured, 10 October 2021 - 975,000 Note payable, 15 December 2020 - 50,000 Note payable, 15 December 2020 - 50,000 Note payable, 15 December 2020 - 100,000 Note payable, 15 December 2020 - 100,000 Note payable, 15 December 2020 - 20,000 Note payable, 15 December 2020 - 25,000 Note payable, 13 December 2021 - 128,884 Note Payable, 12 June 2021 - 166,733 Note Payable, 15 March 2021 76,477 126,477 Note Payable, 12 February 2021 - 10,000 Note payable, 0 December 2020 - 142,100 Note payable, 12 February 2023 1,787,000 - Total Notes Payable $ 1,889,762 $ 1,932,300 Less discounts (63,387 ) (57,136 ) Total Notes Payable 1,826,375 1,875,164 Less current portion (102,762 ) (1,875,164 ) Total Notes Payable - long term $ 1,723,613 $ - |
EQUITY METHOD INVESTMENT (Table
EQUITY METHOD INVESTMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
SUMMARIZED FINANCIAL INFORMATION OF RCV | The following represents summarized financial information of RCV for the nine months ended September 30, 2021: SUMMARIZED FINANCIAL INFORMATION OF RCV Revenue $ 1,623,662 Gross margin $ 1,195,584 Income from continuing operations $ 93,954 Net income $ 98,238 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS ACTIVITY | A summary of the Company’s warrant activity during the nine months ended September 30, 2021, is presented below: SCHEDULE OF WARRANTS ACTIVITY Weighted Weighted Contract Number of Warrants Average Exercise Price Term (Year) Outstanding at December 31, 2020 460,000 $ 0.38 0.70 Granted 3,180,000 0.69 5.33 Exercised (160,000 ) 0.31 0.25 Forfeited-Canceled (150,000 ) 0.33 - Outstanding at September 30, 2021 3,330,000 $ 0.68 5.11 Exercisable at September 30, 2021 3,300,000 |
SCHEDULE OF OPTION ACTIVITY | A summary of the Company’s option activity during the nine months ended September 30, 2021, is presented below: SCHEDULE OF OPTION ACTIVITY Weighted Weighted Contract Number of Options Average Exercise Price Term (Year) Outstanding at December 31, 2020 2,900,000 $ 0.43 3.35 Granted 1,000,000 0.05 1.00 Exercised (1,000,000 ) (0.05 ) ( 1.00 ) Forfeited-Canceled - - - Outstanding at September 30, 2021 2,900,000 $ 0.43 2.60 Exercisable at September 30, 2021 1,568,750 |
NATURE OF OPERATIONS AND GOIN_2
NATURE OF OPERATIONS AND GOING CONCERN (Details Narrative) | Jun. 26, 2021shares | May 07, 2021shares | Mar. 29, 2021USD ($)a | Feb. 22, 2021shares | Mar. 18, 2019USD ($)a | Jun. 30, 2021shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Jul. 26, 2021$ / shares | Dec. 31, 2020USD ($)$ / sharesshares | Aug. 26, 2020$ / shares | Oct. 31, 2019a | Jun. 18, 2019USD ($)$ / sharesshares | Jun. 30, 2011a |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Common Stock, Shares, Issued | shares | 31,364,327 | 23,230,654 | 7,500,000 | |||||||||||
Common Stock, Value, Issued | $ 31,365 | $ 23,231 | $ 750,000 | |||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.68 | $ 0.001 | $ 0.001 | $ 0.10 | |||||||||
Common stock issued for cash, shares | shares | 3,000,000 | |||||||||||||
Repayments of promissory notes | $ 763,812 | |||||||||||||
Operating expenses | 300,000 | |||||||||||||
Working capital deficit | 1,400,000 | |||||||||||||
Net loss | 3,600,000 | |||||||||||||
Accumulated deficit | 13,249,126 | $ 9,641,756 | ||||||||||||
Net cash used in operating activities | 700,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Common stock issued for cash, shares | shares | 40,000 | 100,000 | 140,000 | |||||||||||
Hemet, California [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Area of land acquired | a | 80 | |||||||||||||
Payment for land acquired | $ 1,100,000 | |||||||||||||
Rosarito Beach, Baja California, Mexico [Member] | Letter of Intent [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Area of land acquired | a | 32 | |||||||||||||
Payment for land acquired | $ 6,000,000 | |||||||||||||
Sales average | $ 50,000 | |||||||||||||
Robert Valdes [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Area of land acquired | a | 1 | 497 | ||||||||||||
Baja California [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Area of land acquired | a | 20 | |||||||||||||
Accredited Investors [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Proceeds from Issuance of Common Stock | $ 1,700,000 | |||||||||||||
Accredited Investors [Member] | Common Stock [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Common stock issued for cash, shares | shares | 3,000,000 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SHARES (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 6,230,000 | 1,540,000 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 2,900,000 | 1,200,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 3,330,000 | 340,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 | |
Advertising costs | $ 1,276,200 | $ 431,682 | |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment estimated useful life | 20 years | ||
ILA Fund I, LLC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Equity interest percentage | 100.00% |
ASSET PURCHASE AND TITLE TRAN_2
ASSET PURCHASE AND TITLE TRANSFER (Details Narrative) | Jul. 30, 2018USD ($)a | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2019a | Jun. 18, 2019USD ($)a |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Consideration and acquisition cost assets | $ 1,122,050 | $ 1,122,050 | ||||
Asset held for sales | 646,434 | 646,434 | ||||
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 acquired | a | 497 | |||||
Asset held for sales | $ 670,000 | |||||
Emerald Grove Property [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Total purchase price | 212,980 | |||||
Land [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Consideration and acquisition cost assets | $ 271,225 | |||||
Building [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Consideration and acquisition cost assets | $ 850,826 | |||||
Integra Green Agreement [Member] | Emerald Grove Property [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Area of land acquired | a | 20 | |||||
Total purchase price | 630,000 | |||||
Balance payable upon execution in a balloon payment | 63,000 | |||||
Accounts Payable, Interest-bearing | $ 3,780 | 3,780 | ||||
Derivative, Maturity Date | Apr. 1, 2020 | |||||
Payments for repurchase of deposits | $ 63,000 | |||||
Jason Sunstein [Member] | Residential Purchase Agreement (RPA) [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Area of land acquired | a | 80 | |||||
Payment for land acquired | $ 1,100,000 | |||||
ILA [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||
Total consideration | 128,000 | |||||
Amount collected | 12,000 | |||||
Due from Affiliates | $ 108,000 | $ 108,000 | ||||
Number of installments | 36 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 0.00% | 0.00% |
LAND, BUILDING, NET AND CONST_3
LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation | $ (117,891) | $ (82,581) |
Buildings, net | 922,828 | 860,594 |
Land Emerald Grove [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | 271,225 | 271,225 |
Land Held For Sale Oasis Park [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | 646,434 | 647,399 |
Construction In Process Divino Bajamar [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | 578,647 | 353,000 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | $ 2,682 | |
Useful life of asset | 5 years | |
Buildings - Emerald Grove [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | $ 1,040,720 | $ 943,175 |
Useful life of asset | 20 years |
LAND, BUILDING, NET AND CONST_4
LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS (Details Narrative) - USD ($) | 2 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expenses | $ 35,310 | $ 34,343 | ||
Two Model Villas [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Payments for construction in process | 225,647 | |||
Stock issued during period shares purchase of assets | 250,000 | |||
Stock issued during period value for purchase of assets | $ 150,000 | |||
Land and buildings, net | $ 578,647 | $ 353,000 | ||
Roberto Valdes [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Payments to acquire property, plant, and equipment | $ 250,000 | |||
Payments for construction in process | 150,000 | |||
Down payment for purchase of land | 100,000 | |||
Construction payable | $ 150,000 |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) (Parenthetical) | 9 Months Ended |
Sep. 30, 2021 | |
RAS Real Estate LLC [Member] | |
Debt, interest rate | 18.00% |
Debt instrument maturity | December 2020 |
Six Twenty Management [Member] | |
Debt, interest rate | 8.00% |
Debt instrument maturity | March 2022 |
SCHEDULE OF RELATED PARTY TRA_2
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Total Notes Payable | $ 1,826,375 | $ 1,875,164 |
Less discounts | 63,387 | 57,136 |
Promissory Notes [Member] | ||
Short-term Debt [Line Items] | ||
Total Notes Payable | 854,061 | 361,989 |
Less discounts | ||
Total Related Parties Notes Payable | 854,061 | 361,989 |
Less current portion | (854,061) | (361,989) |
Total Related Parties Notes Payable - long term | ||
Promissory Notes [Member] | RAS Real Estate LLC [Member] | ||
Short-term Debt [Line Items] | ||
Total Notes Payable | 357,389 | 361,989 |
Promissory Notes [Member] | Lisa Landau [Member] | ||
Short-term Debt [Line Items] | ||
Total Notes Payable | 25,077 | |
Promissory Notes [Member] | Six Twenty Management [Member] | ||
Short-term Debt [Line Items] | ||
Total Notes Payable | $ 471,594 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jun. 26, 2021 | May 07, 2021 | Mar. 31, 2021 | Feb. 22, 2021 | Oct. 25, 2019 | May 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||||||||||
Number of shares granted | 1,000,000 | ||||||||||||
Number of shares issued during period, shares | 3,000,000 | ||||||||||||
Number of common stock issued for services | $ 236,748 | ||||||||||||
Debt, amortized discount | $ 63,387 | $ 63,387 | $ 57,136 | ||||||||||
Interest expense | 226,379 | $ 77,577 | 572,372 | $ 271,702 | |||||||||
Interest paid | 37,400 | ||||||||||||
Proceeds from debt | 763,812 | ||||||||||||
Repayments of debt | $ 510,661 | 76,000 | |||||||||||
Common Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares secured for debt | 29,727 | ||||||||||||
Number of shares issued during period, shares | 40,000 | 100,000 | 140,000 | ||||||||||
Number of common stock issued for services | $ 50 | ||||||||||||
Payment for accrued interest | $ 10,999 | ||||||||||||
Promissory Note [Member] | Six Twenty Capital Management LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument, face amount | $ 288,611 | ||||||||||||
Debt, interest rate | 8.00% | ||||||||||||
Debt, maturity date | Mar. 31, 2022 | ||||||||||||
Proceeds from debt | 475,200 | ||||||||||||
Repayments of debt | 417,000 | ||||||||||||
Related party expenses | 124,444 | ||||||||||||
Interest expense | 20,000 | ||||||||||||
Chief Executive Officer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Accrued compensation costs | 231,656 | 231,656 | 130,232 | ||||||||||
Chief Financial Officer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Accrued compensation costs | 170,085 | 170,085 | 70,261 | ||||||||||
Former Secretary [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Accrued compensation costs | 116,211 | 116,211 | $ 75,352 | ||||||||||
Lisa Landau [Member] | RAS, LLC [Member] | Promissory Note [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument, face amount | $ 440,803 | ||||||||||||
Debt, interest rate | 10.00% | ||||||||||||
Debt, maturity date | Jun. 25, 2020 | ||||||||||||
Number of shares secured for debt | 2,500,000 | ||||||||||||
Number of shares issued during period, shares | 132,461 | ||||||||||||
Number of common stock issued for services | $ 97,858 | ||||||||||||
Debt, amortized discount | 0 | 0 | |||||||||||
Interest expense | 48,190 | ||||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Consulting fees | 0 | 5,000 | |||||||||||
Accrued compensation costs | 101,424 | 101,424 | |||||||||||
Employment Agreement [Member] | Chief Financial Officer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Consulting fees | 1,600 | 92,308 | |||||||||||
Accrued compensation costs | 101,424 | 101,424 | |||||||||||
Employment Agreement [Member] | President [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Base salary | $ 120,000 | ||||||||||||
Stipend amount | $ 500 | ||||||||||||
Accrued compensation costs | $ 52,615 | ||||||||||||
Number of shares granted | 50,000 | ||||||||||||
Fair value incentive bonus | $ 66,000 | ||||||||||||
Employment Agreement [Member] | Former Secretary [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Consulting fees | 28,255 | $ 11,300 | |||||||||||
Accrued compensation costs | 69,114 | 69,114 | |||||||||||
Employment Agreement [Member] | President [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Accrued compensation costs | $ 52,615 | $ 52,615 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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, interest rate | 18.00% | 18.00% |
Notes Payable Three [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument maturity date | October 2021 | October 2021 |
Debt, interest rate | 10.00% | 10.00% |
Notes Payable Five [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument maturity date | December 2020 | December 2020 |
Debt, interest rate | 15.00% | 15.00% |
Notes Payable Six [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument maturity date | December 2020 | December 2020 |
Debt, interest rate | 15.00% | 15.00% |
Notes Payable Seven [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument maturity date | December 2020 | December 2020 |
Debt, interest rate | 15.00% | 15.00% |
Notes Payable Eight [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument maturity date | December 2020 | December 2020 |
Debt, interest rate | 15.00% | 15.00% |
Notes Payable Nine [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument maturity date | December 2020 | December 2020 |
Debt, interest rate | 15.00% | 15.00% |
Notes Payable Ten [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument maturity date | December 2021 | December 2021 |
Debt, interest rate | 13.00% | 13.00% |
Notes Payable Eleven [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument maturity date | June 2021 | June 2021 |
Debt, interest rate | 12.00% | 12.00% |
Notes Payable Twelve [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument maturity date | March 2021 | March 2021 |
Debt, interest rate | 15.00% | 15.00% |
Notes Payable Thirteen [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument maturity date | February 2021 | February 2021 |
Debt, interest rate | 12.00% | 12.00% |
Notes Payable Fourteen [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument maturity date | December 2020 | December 2020 |
Debt, interest rate | 0.00% | 0.00% |
Notes Payable Fifteen [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument maturity date | February 2023 | February 2023 |
Debt, interest rate | 12.00% | 12.00% |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||
Total Notes Payable | $ 1,889,762 | $ 1,932,300 | |
Less discounts | (63,387) | (57,136) | |
Total Notes Payable, net of discount | 1,826,375 | 1,875,164 | |
Less current portion | (102,762) | (1,875,164) | |
Total Notes Payable - long term | 1,723,613 | ||
Notes Payable One [Member] | |||
Short-term Debt [Line Items] | |||
Total Notes Payable | 24,785 | 36,660 | |
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 | 975,000 | ||
Notes Payable Four [Member] | |||
Short-term Debt [Line Items] | |||
Total Notes Payable | 50,000 | ||
Notes Payable Five [Member] | |||
Short-term Debt [Line Items] | |||
Total Notes Payable | 50,000 | ||
Notes Payable Six [Member] | |||
Short-term Debt [Line Items] | |||
Total Notes Payable | 100,000 | ||
Notes Payable Seven [Member] | |||
Short-term Debt [Line Items] | |||
Total Notes Payable | 100,000 | ||
Notes Payable Eight [Member] | |||
Short-term Debt [Line Items] | |||
Total Notes Payable | 20,000 | ||
Notes Payable Nine [Member] | |||
Short-term Debt [Line Items] | |||
Total Notes Payable | 25,000 | ||
Notes Payable Ten [Member] | |||
Short-term Debt [Line Items] | |||
Total Notes Payable | 128,884 | ||
Notes Payable Eleven [Member] | |||
Short-term Debt [Line Items] | |||
Total Notes Payable | 166,733 | ||
Notes Payable Twelve [Member] | |||
Short-term Debt [Line Items] | |||
Total Notes Payable | $ 76,477 | 126,477 | |
Notes Payable Thirteen [Member] | |||
Short-term Debt [Line Items] | |||
Total Notes Payable | 10,000 | ||
Notes Payable Fourteen [Member] | |||
Short-term Debt [Line Items] | |||
Total Notes Payable | 142,100 | ||
Convertible Note Payable [Member] | |||
Short-term Debt [Line Items] | |||
Total Notes Payable | $ 1,787,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | Jun. 26, 2021shares | Feb. 25, 2021USD ($)$ / sharesshares | Feb. 20, 2021USD ($) | Jan. 21, 2021USD ($)a | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Short-term Debt [Line Items] | |||||||||
Amortized debt discount | $ 284,616 | $ 106,161 | |||||||
Periodic payment | $ 3,940 | ||||||||
Debt discount | 63,387 | $ 57,136 | |||||||
Prepaid and other current assets | 175,207 | $ 225,199 | |||||||
Stock issued during the period, shares | shares | 3,000,000 | ||||||||
Stock issued during the period | $ 20,000 | 300,000 | |||||||
Cash proceeds from convertible notes | 288,874 | 257,641 | |||||||
Repayments of Notes Payable | 982,086 | 21,554 | |||||||
Cash paid | 11,821 | ||||||||
Cash call balance settlement amount | 24,785 | ||||||||
Notes Payable [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Amortized debt discount | 572,372 | $ 271,702 | |||||||
Area of land | a | 80 | ||||||||
Debt instrument, face amount | $ 1,787,000 | ||||||||
Debt, interest rate | 12.00% | ||||||||
Periodic payment | $ 17,870 | ||||||||
Debt maturity date | February 1st, 2023 | ||||||||
Debt discount | $ 53,610 | ||||||||
Prepaid and other current assets | 107,220 | ||||||||
Payment for mortgage | $ 387,000 | ||||||||
Convertible Promissory Note [Member] | Labrys Fund LP [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt instrument, face amount | $ 500,000 | 0 | |||||||
Debt, interest rate | 12.00% | ||||||||
Debt maturity date | February 25, 2022 | ||||||||
Debt discount | $ 50,000 | ||||||||
Debt of issuance cost | $ 25,500 | ||||||||
Stock issued during the period, shares | shares | 250,000 | ||||||||
Cash proceeds from convertible notes | $ 135,000 | ||||||||
Repayments of Notes Payable | 388,885 | ||||||||
Accrued interest | 46,671 | ||||||||
Convertible Promissory Note [Member] | Labrys Fund LP [Member] | Six Twenty Capital Management LLC [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Repayments of Notes Payable | 111,110 | ||||||||
Accrued interest | 13,334 | ||||||||
Convertible Promissory Note [Member] | Labrys Fund LP [Member] | Note Holder [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Stock issued during the period, shares | shares | 85,000 | ||||||||
Stock issued during the period | $ 131,000 | ||||||||
Debt instrument, conversion price | $ / shares | $ 1 | ||||||||
Promissory Note [Member] | Six Twenty Capital Management LLC [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt instrument, face amount | $ 288,611 | ||||||||
Debt, interest rate | 8.00% | ||||||||
Related party expenses | 124,444 | ||||||||
Promissory Note [Member] | Labrys Fund LP [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Related party expenses | 435,556 | ||||||||
Promissory Note [Member] | Labrys Fund LP [Member] | Six Twenty Capital Management LLC [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Related party expenses | $ 124,444 |
SUMMARIZED FINANCIAL INFORMATIO
SUMMARIZED FINANCIAL INFORMATION OF RCV (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | $ 8,340 | $ 14,076 | $ 25,899 | $ 39,908 | ||||
Gross margin | 8,340 | 14,076 | 25,899 | 39,908 | ||||
Net loss | $ (642,057) | $ (1,974,830) | $ (990,483) | $ (678,970) | $ (463,527) | $ (846,133) | (3,607,370) | $ (1,988,630) |
Rancho Costa Verde Development LLC [Member] | ||||||||
Revenue | 1,623,662 | |||||||
Gross margin | 1,195,584 | |||||||
Loss from continuing operations | 93,954 | |||||||
Net loss | $ 98,238 |
EQUITY METHOD INVESTMENT (Detai
EQUITY METHOD INVESTMENT (Details Narrative) - USD ($) | Jun. 26, 2021 | May 14, 2021 | May 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Common stock issued for cash, shares | 3,000,000 | ||||||
Income (Loss) from Equity Method Investments | $ 32,270 | $ 39,212 | |||||
Rancho Costa Verde Development LLC [Member] | |||||||
Equity Method Investment, Ownership Percentage | 25.00% | 25.00% | 25.00% | 25.00% | |||
Common stock issued for cash, shares | 3,000,000 | 3,000,000 | 3,000,000 | ||||
Share price | $ 0.86 | ||||||
Purchase of shares | $ 100,000 | ||||||
Consideration for investment | $ 2,580,000 | $ 2,680,000 | $ 2,680,000 | ||||
Income (Loss) from Equity Method Investments | $ 32,270 | 39,212 | |||||
Equity Method Investments | $ 2,719,212 | $ 2,719,212 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Apr. 22, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 08, 2020USD ($) | Sep. 30, 2019USD ($)a | Sep. 30, 2021USD ($)a$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 25, 2019USD ($) |
Property, Plant and Equipment [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | shares | 3,180,000 | ||||||
Deposit for unit reservation | $ 5,000 | ||||||
Contract liability | $ 111,684 | 119,163 | |||||
Third-Party Investor [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Proceeds from issuance of common stock | $ 35,000 | $ 30,000 | 35,000 | ||||
Third-Party Investor [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Purchase price of land | 35,000 | ||||||
Common Stock [Member] | Third-Party Investor [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Proceeds from issuance of common stock | $ 20,000 | ||||||
Land Purchase Agreement [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Purchase price of land | $ 1,000,000 | ||||||
Initial construction budget of land | 150,000 | ||||||
Appraisal value of land | 1,100,000 | ||||||
Land Purchase Agreement [Member] | Promissory Note [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Purchase price of land | 150,000 | ||||||
Land Purchase Agreement [Member] | Preferred Stock [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Purchase price of land | 600,000 | ||||||
Land Purchase Agreement [Member] | Common Stock [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Purchase price of land | $ 250,000 | ||||||
Contract For Deed Agreement [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Debt instrument, principal payment | 149,980 | ||||||
Lease income | $ 25,900 | $ 31,618 | |||||
Contract For Deed Agreement [Member] | IntegraGreen [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Area of land acquired | a | 20 | ||||||
Purchase price of land | $ 630,000 | ||||||
Balance of balloon payment | 63,000 | ||||||
Payments on interest | 3,780 | ||||||
Contract liability | $ 63,000 | ||||||
Valle Divino [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Commitment to purchase of land | This is one land project consisting of 20 acres to be acquired and developed into Valle Divino resort in Ensenada, which is subject to approval by the Mexican government in Baja, California. The Company has promised to transfer title to the plots of land to the investors who have invested in the Company once the Company receives an approval of change in transfer of title to the Company. The Company has promised to transfer title to the plots of land to the investors who have invested in the Company once the Company receives an approval of change in transfer of title to the Company. During the nine months ended September 30, 2021, the Company entered into two (2) contracts for deed agreements to sell two (2) plots of land. | ||||||
Area of land acquired | a | 20 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | shares | 1,000,000 | ||||||
Stock options strike price | $ / shares | $ 0.05 | ||||||
Land [Member] | Third-Party Investor [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Proceeds from issuance of common stock | $ 5,479 | ||||||
Stock issued during the period part of a transaction to acquire assets | shares | 70,000 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Equity [Abstract] | |
Number of Warrants, Outstanding Beginning | 460,000 |
Weighted Average Exercise Price Outstanding Beginning | $ / shares | $ 0.38 |
Weighted Average Remaining Contract Term (Year), Warrants Outstanding, Beginning | 8 months 12 days |
Number of Warrants, Granted | 3,180,000 |
Weighted Average Exercise Price Warrants Granted | $ / shares | $ 0.69 |
Weighted Average Remaining Contract Term (Year), Warrants Outstanding, Granted | 5 years 3 months 29 days |
Number of Warrants, Exercised | (160,000) |
Weighted Average Exercise Price Warrants Exercised | $ / shares | $ 0.31 |
Weighted Average Remaining Contract Term (Year), Warrants Outstanding, Exercised | 3 months |
Number of Warrants, Forfeited-Canceled | (150,000) |
Weighted Average Exercise Price Forfeited-Canceled | $ / shares | $ 0.33 |
Number of Warrants, Outstanding Ending | 3,330,000 |
Weighted Average Exercise Price Outstanding Ending | $ / shares | $ 0.68 |
Weighted Average Remaining Contract Term (Year), Warrants outstanding, Ending | 5 years 1 month 9 days |
Number of Warrants, Exercisable Ending | 3,300,000 |
SCHEDULE OF OPTION ACTIVITY (De
SCHEDULE OF OPTION ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Equity [Abstract] | |
Number of Options, Outstanding Beginning | 2,900,000 |
Weighted Average Exercise Price Outstanding Beginning | $ / shares | $ 0.43 |
Weighted Average Remaining Contract Term (Year), Outstanding | 3 years 4 months 6 days |
Number of Options, Granted | 1,000,000 |
Weighted Average Exercise Price Warrants Granted | $ / shares | $ 0.05 |
Weighted Average Remaining Contract Term (Year), Granted | 1 year |
Number of Options, Exercised | (1,000,000) |
Weighted Average Exercise Price Warrants Exercised | $ / shares | $ (0.05) |
Weighted Average Remaining Contract Term (Year), Exercised | 1 year |
Number of Options, Forfeit/Canceled | |
Weighted Average Exercise Price Forfeit/Canceled | $ / shares | |
Number of Options, Outstanding Ending | 2,900,000 |
Weighted Average Exercise Price Outstanding Ending | $ / shares | $ 0.43 |
Weighted Average Remaining Contract Term (Year), Outstanding at September 30, 2021 | 2 years 7 months 6 days |
Number of Options, Exercisable Ending | 1,568,750 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Jul. 26, 2021 | Jun. 26, 2021 | May 14, 2021 | May 07, 2021 | Apr. 22, 2021 | Feb. 25, 2021 | Feb. 22, 2021 | Jan. 02, 2021 | Dec. 31, 2020 | Dec. 08, 2020 | Nov. 06, 2019 | May 31, 2021 | Jun. 30, 2021 | Mar. 31, 2020 | Sep. 30, 2021 | Jul. 02, 2021 | Aug. 26, 2020 | Jun. 18, 2019 | Feb. 11, 2019 |
Class of Stock [Line Items] | |||||||||||||||||||
Common stock shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | ||||||||||||||||
Preferred stock shares authorized | 2,000,000 | 2,000,000 | |||||||||||||||||
Common stock par value | $ 0.68 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.10 | ||||||||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | |||||||||||||||||
Common stock, shares issued | 23,230,654 | 31,364,327 | 7,500,000 | ||||||||||||||||
Common stock, shares outstanding | 23,230,654 | 31,364,327 | |||||||||||||||||
Common stock, capital shares reserved for future issuance | 100,000,000 | ||||||||||||||||||
Common stock value issued | $ 23,231 | $ 31,365 | $ 750,000 | ||||||||||||||||
Number of stock options exercised | $ 100,000 | ||||||||||||||||||
Number of common stock issued for services, value | $ 236,748 | ||||||||||||||||||
Number of shares issued for services | 1,000,000 | ||||||||||||||||||
Number of common stock shares issued, value | 20,000 | $ 300,000 | |||||||||||||||||
Common stock issued for cash, shares | 3,000,000 | ||||||||||||||||||
Number of shares issued for option exercise | 1,000,000 | ||||||||||||||||||
Temporary equity | 293,500 | 293,500 | $ 293,500 | ||||||||||||||||
Warrants convertible number of shares | 180,000 | ||||||||||||||||||
Warrants convertible exercise price per share | $ 0.85 | ||||||||||||||||||
Aggregate intrinsic value, warrants | 4,600 | $ 63,000 | |||||||||||||||||
Aggregate intrinsic value, option | $ 158,000 | $ 889,000 | |||||||||||||||||
Remaining weighted average vesting periods | 4 months 6 days | ||||||||||||||||||
Rancho Costa Verde Development LLC [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Common stock issued for cash, shares | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||||||||||
Consideration for investment | $ 2,580,000 | $ 2,680,000 | $ 2,680,000 | ||||||||||||||||
Equity Method Investment, Ownership Percentage | 25.00% | 25.00% | 25.00% | ||||||||||||||||
Share-based Payment Arrangement, Option [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of stock options exercised | $ 50,000 | ||||||||||||||||||
Number of shares issued for option exercise | 1,000,000 | ||||||||||||||||||
Third-Party Investor [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Common stock issued for cash, shares | 70,000 | 50,000 | |||||||||||||||||
Proceeds from issuance of common stock | $ 35,000 | $ 30,000 | $ 35,000 | ||||||||||||||||
Total value of consideration issued | 35,000 | 30,000 | |||||||||||||||||
Fair value of shares | 29,521 | 20,622 | |||||||||||||||||
Plot of land amount | $ 5,479 | $ 9,378 | |||||||||||||||||
Cleanspark Inc [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares of common stock issued, shares | 350,000 | ||||||||||||||||||
Cash proceeds from the issuance of common shares | $ 500,000 | ||||||||||||||||||
Employment Agreement [Member] | President [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued for services | 50,000 | ||||||||||||||||||
Number of shares issued for services, value | $ 66,000 | ||||||||||||||||||
Consulting and Real Estate Sales Agreements [Member] | Two Consultants [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued for services | 100,000 | ||||||||||||||||||
Number of shares issued for services, value | $ 132,000 | ||||||||||||||||||
Advisory Agreement [Member] | Broker Dealer [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued for services | 45,946 | ||||||||||||||||||
Number of shares issued for services, value | $ 61,108 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of stock options exercised | 1,160 | ||||||||||||||||||
Number of common stock shares issued for services | 50,000 | ||||||||||||||||||
Number of common stock issued for services, value | $ 50 | ||||||||||||||||||
Number of common stock shares issued, value | $ 20,000 | $ 45,000 | $ 140 | ||||||||||||||||
Common stock issued for cash, shares | 40,000 | 100,000 | 140,000 | ||||||||||||||||
Number of shares issued for option exercise | 1,160,000 | ||||||||||||||||||
Common stock strike price | $ 0.68 | ||||||||||||||||||
Common stock issued financing gross proceeds | $ 2,040,000 | ||||||||||||||||||
Common stock issued financing net proceeds | $ 1,800,000 | ||||||||||||||||||
Warrants convertible exercise price per share | $ 0.68 | ||||||||||||||||||
Common Stock [Member] | Third-Party Investor [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Common stock issued for cash, shares | 50,000 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 20,000 | ||||||||||||||||||
Total value of consideration issued | 20,000 | ||||||||||||||||||
Fair value of shares | 11,890 | ||||||||||||||||||
Plot of land amount | $ 8,110 | ||||||||||||||||||
Common Stock [Member] | Consulting Agreement [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of common stock shares issued for services | 200,000 | ||||||||||||||||||
Number of common stock issued for services, value | $ 280,000 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Common stock, shares issued | 3,000,000 | ||||||||||||||||||
Number of common stock shares issued, value | $ 50,000 | ||||||||||||||||||
Common stock issued for cash, shares | 160,000 | ||||||||||||||||||
Warrants convertible number of shares | 3,000,000 | ||||||||||||||||||
Warrants convertible exercise price per share | $ 0.68 | ||||||||||||||||||
Common Stock Issued for Debt Settlement [Member] | Promissory Note [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Common stock issued for cash, shares | 95,000 | ||||||||||||||||||
Fair value of shares | $ 75,600 | ||||||||||||||||||
Common Stock Issued for Debt Settlement [Member] | Promissory Note One [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Common stock issued for cash, shares | 23,000 | 35,000 | |||||||||||||||||
Fair value of shares | $ 8,970 | $ 12,605 | |||||||||||||||||
Common Stock Issued for Debt Settlement [Member] | Senior Secured Self-Amortization Convertible Note [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Common stock issued for cash, shares | 85,000 | ||||||||||||||||||
Fair value of shares | $ 130,900 | ||||||||||||||||||
Two Thousand Twenty Equity Incentive Plan [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Common stock shares authorized | 3,000,000 | ||||||||||||||||||
Common stock, shares issued | 1,700,000 | 1,700,000 | |||||||||||||||||
Common stock, shares outstanding | 1,700,000 | 1,700,000 | |||||||||||||||||
Common stock value issued | $ 2,700,000 | ||||||||||||||||||
Number of stock options exercised | $ 1,000,000 | ||||||||||||||||||
2019 Equity Incentive Plan [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Share based compensation available for grant | 1,200,000 | 3,000,000 | |||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Common stock shares authorized | 150,000,000 | ||||||||||||||||||
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 B Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Common stock shares authorized | 1,000 | ||||||||||||||||||
Common stock, shares issued | 1,000 | ||||||||||||||||||
Preferred stock, shares issued | 1,000 | 1,000 | |||||||||||||||||
Preferred stock, shares outstanding | 1,000 | 1,000 | |||||||||||||||||
Common Stock Issued for Debt Settlement [Member] | Six Investors [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Common stock issued for cash, shares | 23,000 | ||||||||||||||||||
Fair value of shares | $ 10,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jun. 26, 2021 | Nov. 15, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Aug. 26, 2020 | Jun. 18, 2019 |
Subsequent Event [Line Items] | ||||||
Common stock issued for cash, shares | 3,000,000 | |||||
Common stock, shares issued | 31,364,327 | 23,230,654 | 7,500,000 | |||
Common stock shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | |||
Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock shares authorized | 150,000,000 | |||||
Subsequent Event [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock shares authorized | 75,000,000 | |||||
Subsequent Event [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock shares authorized | 150,000,000 | |||||
Subsequent Event [Member] | Consulting Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares issued | 100,000 | |||||
Subsequent Event [Member] | Finders Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares issued | 100,000 | |||||
Subsequent Event [Member] | 2019 Equity Incentive Plan [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock issued for cash, shares | 1,300,000 | |||||
Common stock strike price | $ 0.50 | |||||
Fair value of shares | $ 700,000 |