Cover
Cover - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 14, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56111 | |
Entity Registrant Name | INTERNATIONAL LAND ALLIANCE, INC. | |
Entity Central Index Key | 0001657214 | |
Entity Tax Identification Number | 46-3752361 | |
Entity Incorporation, State or Country Code | WY | |
Entity Address, Address Line One | 350 10th Avenue | |
Entity Address, Address Line Two | Suite 1000 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92101 | |
City Area Code | (877) | |
Local Phone Number | 661-4811 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 88,909,195 | |
Entity Listing, Par Value Per Share | $ 0.001 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash | $ 53,002 | $ 140,247 |
Accounts receivable | 1,408,209 | 1,652,086 |
Prepaid and other current assets | 25,215 | 16,815 |
Total current assets | 1,486,426 | 1,809,148 |
Land | 15,776,526 | 15,551,526 |
Buildings, net | 1,830,344 | 1,818,825 |
Furniture and equipment, net | 2,677 | 2,677 |
Other non-current assets | 344,286 | 53,468 |
Goodwill | 11,118,187 | 11,118,187 |
Total assets | 30,558,446 | 30,353,831 |
Current liabilities | ||
Deferred revenue | 4,521,222 | |
Accrued interest | 1,359,705 | 1,756,937 |
Contract liability | 142,933 | 93,382 |
Deposits | 20,500 | 20,500 |
Derivative liability | 269,593 | 781,924 |
Convertible notes, net of debt discounts | 519,631 | 652,077 |
Convertible note RCVD acquisition | 8,900,000 | |
Other loans | 7,563,322 | 7,358,600 |
Total current liabilities | 15,105,445 | 28,656,801 |
Total liabilities | 15,105,445 | 28,656,801 |
Commitments and Contingencies (Note 10) | ||
Total Temporary Equity | 603,500 | 603,500 |
Stockholders’ Equity | ||
Common stock; $0.001 par value; 150,000,000 shares authorized; 86,759,195 and 83,759,195 shares issued and outstanding as of June 30, 2024, respectively, and 79,658,165 and 76,658,165 shares issued and outstanding as of December 31, 2023, respectively | 86,759 | 79,658 |
Additional paid-in capital | 38,513,496 | 28,476,622 |
Common stock payable | 31,939 | |
Treasury stock (3,000,000 shares as of June 30, 2024 and December 31, 2023) | (300,000) | (300,000) |
Accumulated deficit | (23,450,890) | (27,194,738) |
Total stockholders’ equity | 14,849,502 | 1,093,530 |
Total liabilities and stockholders’ equity | 30,558,446 | 30,353,831 |
Series B Preferred Stock [Member] | ||
Current liabilities | ||
Total Temporary Equity | 293,500 | 293,500 |
Stockholders’ Equity | ||
Preferred stock, value | 1 | 1 |
Series C Preferred Stock [Member] | ||
Current liabilities | ||
Total Temporary Equity | 310,000 | 310,000 |
Stockholders’ Equity | ||
Preferred stock, value | 3 | 3 |
Series A Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred stock, value | 117 | 28 |
Series D Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred stock, value | 17 | 17 |
Nonrelated Party [Member] | ||
Current liabilities | ||
Accounts payable and accrued liabilities | 1,934,250 | 1,431,676 |
Promissory notes, net discounts | 2,694,762 | 2,674,762 |
Related Party [Member] | ||
Current liabilities | ||
Accounts payable and accrued liabilities | 361,223 | 361,223 |
Promissory notes, net discounts | $ 239,526 | $ 104,498 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Preferred stock, shares authorized | 2,010,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 86,759,195 | 79,658,165 |
Common stock, shares outstanding | 83,759,195 | 76,658,165 |
Treasury stock, shares | 3,000,000 | 3,000,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 117,000 | 28,000 |
Preferred stock, shares outstanding | 117,000 | 28,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares issued | 3,100 | 3,100 |
Preferred stock, shares outstanding | 3,100 | 3,100 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares issued | 17,000 | 17,000 |
Preferred stock, shares outstanding | 17,000 | 17,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Net revenues and lease income | $ 742,095 | $ 485,580 | $ 5,830,969 | $ 726,512 |
Cost of revenues | 418,738 | 999 | 602,326 | 4,000 |
Gross profit | 323,357 | 484,581 | 5,228,643 | 722,512 |
Operating expenses | ||||
Sales and marketing | 169,288 | 28,175 | 336,977 | 288,259 |
Impairment loss | 245,674 | |||
General and administrative expenses | 217,264 | 699,597 | 701,633 | 1,309,777 |
Total operating expenses | 386,552 | 727,772 | 1,038,610 | 1,843,710 |
Income (loss) from operations | (63,195) | (243,191) | 4,190,033 | (1,121,198) |
Other income (expense) | ||||
Loss from debt extinguishment | (49,329) | |||
Change in fair value derivative liability | 252,562 | 295,901 | 229,814 | (101,777) |
Interest expense | (95,670) | (431,369) | (675,999) | (1,014,916) |
Total other income (expense), net | 156,892 | (135,468) | (446,185) | (1,166,022) |
Net income (loss) | 93,697 | (378,660) | 3,743,848 | (2,287,221) |
Preferred stock dividends | 114,308 | 60,003 | 114,308 | 75,003 |
Net income (loss) applicable to common shareholders | $ (20,612) | $ (438,663) | $ 3,629,540 | $ (2,302,221) |
Income (loss) per common share - basic | $ 0 | $ (0.01) | $ 0.04 | $ (0.04) |
Income (loss) per common share - diluted | $ 0 | $ (0.01) | $ 0.04 | $ (0.04) |
Weighted average common shares outstanding - basic | 81,384,695 | 61,929,046 | 81,133,428 | 63,973,603 |
Weighted average common shares outstanding - diluted | 81,384,695 | 61,929,046 | 81,133,428 | 63,973,603 |
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] | Preferred Stock [Member] Series C Preferred Stock [Member] | Preferred Stock [Member] Series D Preferred Stock [Member] | Common Stock [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Common Stock Payable [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2022 | $ 28 | $ 1 | $ 43,500 | $ 20,233,446 | $ (25,121,457) | $ (4,844,482) | ||||
Balance, shares at Dec. 31, 2022 | 28,000 | 1,000 | 43,499,423 | |||||||
Dividend on Preferred | (15,000) | (15,000) | ||||||||
Stock-based compensation | 78,047 | 78,047 | ||||||||
Common stock issued for consulting services | $ 100 | 14,900 | 15,000 | |||||||
Common stock issued for consulting services, shares | 100,000 | |||||||||
Common stock issued from debt conversion | $ 1,077 | 146,728 | 147,805 | |||||||
Common stock issued from debt conversion, shares | 1,077,164 | |||||||||
Net income (loss) | (1,908,561) | (1,908,561) | ||||||||
Common shares issued from related party acquisition | $ 20,000 | 1,780,000 | 1,800,000 | |||||||
Common shares issued from related party acquisition, shares | 20,000,000 | |||||||||
Fair value common shares warrants issued from related party acquisition | 2,674,976 | 2,674,976 | ||||||||
Deemed dividend from related party acquisition | (24,913,097) | (441,875) | (25,354,972) | |||||||
Reciprocal interest in business acquisition | (300,000) | (300,000) | ||||||||
Balance at Mar. 31, 2023 | $ 28 | $ 1 | $ 64,677 | (300,000) | (27,471,893) | (27,707,187) | ||||
Balance, shares at Mar. 31, 2023 | 28,000 | 1,000 | 64,676,587 | |||||||
Balance at Dec. 31, 2022 | $ 28 | $ 1 | $ 43,500 | 20,233,446 | (25,121,457) | (4,844,482) | ||||
Balance, shares at Dec. 31, 2022 | 28,000 | 1,000 | 43,499,423 | |||||||
Common stock issued from debt conversion, shares | 1,077,164 | |||||||||
Net income (loss) | (2,287,221) | |||||||||
Balance at Jun. 30, 2023 | $ 28 | $ 1 | $ 3 | $ 64,677 | (300,000) | 36,281 | (27,850,553) | (28,049,295) | ||
Balance, shares at Jun. 30, 2023 | 28,000 | 1,000 | 3,100 | 64,676,587 | ||||||
Balance at Mar. 31, 2023 | $ 28 | $ 1 | $ 64,677 | (300,000) | (27,471,893) | (27,707,187) | ||||
Balance, shares at Mar. 31, 2023 | 28,000 | 1,000 | 64,676,587 | |||||||
Dividend on Preferred | (60,003) | (60,003) | ||||||||
Common stock issued for warrant exercise | $ 267 | (267) | ||||||||
Common stock issued for warrant exercise, shares | 267,310 | |||||||||
Stock-based compensation | 78,047 | 78,047 | ||||||||
Net income (loss) | (378,660) | (378,660) | ||||||||
Warrants issued pursuant to Series C Preferred Stock | 18,504 | 18,504 | ||||||||
Series C Preferred Stock issued for cash | $ 3 | 3,100 | ||||||||
Series C Preferred Stock issued for cash, shares | 3,100 | |||||||||
Balance at Jun. 30, 2023 | $ 28 | $ 1 | $ 3 | $ 64,677 | (300,000) | 36,281 | (27,850,553) | (28,049,295) | ||
Balance, shares at Jun. 30, 2023 | 28,000 | 1,000 | 3,100 | 64,676,587 | ||||||
Balance at Dec. 31, 2023 | $ 28 | $ 1 | $ 3 | $ 17 | $ 79,658 | (300,000) | 28,476,622 | $ 31,939 | (27,194,738) | 1,093,530 |
Balance, shares at Dec. 31, 2023 | 28,000 | 1,000 | 3,100 | 17,000 | 79,658,165 | |||||
Dividend on Preferred | $ 95 | (95) | ||||||||
Dividend on Preferred, shares | 94,827 | |||||||||
Common stock issued for warrant exercise | $ 2,485 | (2,485) | ||||||||
Common stock issued for warrant exercise, shares | 2,484,832 | |||||||||
Common shares issued pursuant to promissory notes | $ 50 | 34,915 | (31,939) | 3,026 | ||||||
Common shares issued pursuant to promissory notes, shares | 50,000 | |||||||||
Stock-based compensation | 78,047 | 78,047 | ||||||||
Common stock issued for consulting services | $ 1,553 | 99,367 | 100,919 | |||||||
Common stock issued for consulting services, shares | 1,552,595 | |||||||||
Common stock issued from debt conversion | $ 1,224 | 47,902 | 49,126 | |||||||
Common stock issued from debt conversion, shares | 1,223,776 | |||||||||
Series A Preferred shares issued for the conversion of related party debt | $ 89 | 9,456,161 | 9,456,250 | |||||||
Series A Preferred shares issued for the conversion of related party debt, shares | 89,000 | |||||||||
Net income (loss) | 3,650,150 | 3,650,150 | ||||||||
Balance at Mar. 31, 2024 | $ 117 | $ 1 | $ 3 | $ 17 | $ 85,064 | (300,000) | 38,190,434 | (23,544,588) | 14,431,048 | |
Balance, shares at Mar. 31, 2024 | 117,000 | 1,000 | 3,100 | 17,000 | 85,064,195 | |||||
Balance at Dec. 31, 2023 | $ 28 | $ 1 | $ 3 | $ 17 | $ 79,658 | (300,000) | 28,476,622 | 31,939 | (27,194,738) | $ 1,093,530 |
Balance, shares at Dec. 31, 2023 | 28,000 | 1,000 | 3,100 | 17,000 | 79,658,165 | |||||
Dividend on Preferred, shares | 94,827 | |||||||||
Net income (loss) | $ 3,743,848 | |||||||||
Balance at Jun. 30, 2024 | $ 117 | $ 1 | $ 3 | $ 17 | $ 86,759 | 38,513,493 | (23,450,890) | 14,849,502 | ||
Balance, shares at Jun. 30, 2024 | 117,000 | 1,000 | 3,100 | 17,000 | 86,759,195 | |||||
Balance at Mar. 31, 2024 | $ 117 | $ 1 | $ 3 | $ 17 | $ 85,064 | (300,000) | 38,190,434 | (23,544,588) | 14,431,048 | |
Balance, shares at Mar. 31, 2024 | 117,000 | 1,000 | 3,100 | 17,000 | 85,064,195 | |||||
Dividend on Preferred | $ 195 | (22,825) | (22,630) | |||||||
Dividend on Preferred, shares | 195,000 | |||||||||
Stock-based compensation | 78,047 | 78,047 | ||||||||
Common stock issued for consulting services | $ 1,000 | 65,000 | 66,000 | |||||||
Common stock issued for consulting services, shares | 1,000,000 | |||||||||
Net income (loss) | 93,697 | 93,697 | ||||||||
Common shares issued pursuant to inducement agreement | 500 | 12,000 | 12,500 | |||||||
Common shares issued pursuant to inducement agreement, shares | 500,000 | |||||||||
Dividend on Series A Preferred | (91,678) | (91,678) | ||||||||
Settlement of derivative liability | 282,517 | 282,517 | ||||||||
Balance at Jun. 30, 2024 | $ 117 | $ 1 | $ 3 | $ 17 | $ 86,759 | $ 38,513,493 | $ (23,450,890) | $ 14,849,502 | ||
Balance, shares at Jun. 30, 2024 | 117,000 | 1,000 | 3,100 | 17,000 | 86,759,195 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cash Flows from Operating Activities | |||||||
Net income (loss) | $ 93,697 | $ 3,650,150 | $ (378,660) | $ (1,908,561) | $ 3,743,848 | $ (2,287,221) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||
Stock based compensation | 365,035 | 174,598 | |||||
Impairment loss | 245,674 | ||||||
Fair value equity securities issued for services | 15,000 | ||||||
Loss on debt extinguishment | 49,329 | ||||||
Depreciation and amortization | 77,253 | 59,494 | |||||
Amortization of debt discount | 203,607 | ||||||
Excess Fair Value of derivative | 36,062 | ||||||
Change in fair value of derivative liability | (252,562) | (295,901) | (229,814) | 101,777 | |||
Changes in operating assets and liabilities | |||||||
Accounts Receivable | 243,876 | 51,666 | |||||
Prepaid and other current assets | (8,400) | 40,363 | |||||
Other non-current assets | (101,450) | (7,138) | |||||
Accounts payable and accrued liabilities | 502,575 | 694 | |||||
Accounts payable and accrued liabilities related parties | 154,462 | ||||||
Deferred revenue | (4,521,222) | 281,746 | |||||
Accrued interest | 159,018 | 498,803 | |||||
Contract liability | 49,551 | 92,595 | |||||
Net cash provided by (used in) operating activities | 280,270 | (288,488) | |||||
Cash Flows from Investing Activities | |||||||
Cash acquired from RCVD acquisition | 321,919 | ||||||
Additional expenditures on land | (225,000) | (250,596) | |||||
Building and Construction in Progress payments | (278,141) | (179,700) | |||||
Net cash used in investing activities | (503,141) | (108,377) | |||||
Cash Flows from Financing Activities | |||||||
Series C Preferred Stock issued for cash | 250,000 | ||||||
Series A Preferred Stock dividends paid | (91,678) | ||||||
Cash payments on promissory notes - related party | (228,190) | ||||||
Cash payments on promissory notes | (55,000) | (91,513) | |||||
Cash payments on convertible notes | (132,446) | ||||||
Cash proceeds from convertible notes | 100,000 | ||||||
Cash proceeds other loans | 204,722 | 25,052 | |||||
Cash proceeds from promissory notes | 75,000 | ||||||
Cash proceeds from promissory notes- related party | 135,028 | 344,180 | |||||
Net cash provided by financing activities | 135,626 | 399,529 | |||||
Net increase (decrease) in Cash | (87,245) | 2,664 | |||||
Cash, beginning of period | $ 140,247 | $ 49,374 | 140,247 | 49,374 | $ 49,374 | ||
Cash, end of period | $ 53,002 | $ 52,038 | 53,002 | 52,038 | $ 140,247 | ||
Supplemental disclosure of cash flow information | |||||||
Cash paid for interest | 29,782 | 47,285 | |||||
Non-Cash investing and financing transactions | |||||||
Dividend on Series B | 15,000 | ||||||
Dividend on Series C | 22,630 | 60,003 | |||||
Series A shares issued for the conversion of related party notes payable | 9,456,250 | ||||||
Common shares issued with convertible debt | 49,126 | ||||||
Debt discount from issuance of new promissory notes | 104,250 | ||||||
Settlement of derivative liability | 282,517 | ||||||
Common shares issued for services | $ 164,367 | $ 15,000 |
NATURE OF OPERATIONS AND GOING
NATURE OF OPERATIONS AND GOING CONCERN | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND GOING CONCERN | NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN Nature of Operations International Land Alliance, Inc. (the “Company”) was incorporated under the laws of the State of Wyoming on September 26, 2013. The Company is a residential land development company with target properties located in the Baja California, Northern region of Mexico and Southern California. The Company’s principal activities are purchasing properties, obtaining zoning and other entitlements required to subdivide the properties into residential and commercial building plots, securing financing for the purchase of the plots, improving the properties infrastructure and amenities, and selling the plots to homebuyers, retirees, investors, and commercial developers. In May 2021, the Company acquired a 25 1,100 On January 3, 2023, the Company completed the acquisition of the remaining 75 13.5 Business Combinations Certain information and note disclosures included in the financial statements prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP” or “GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. For further information, refer to the audited financial statements and notes for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on June 27, 2024. Liquidity and Going Concern The accompanying consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements were available to be issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has faced significant liquidity shortages as shown in the accompanying financial statements. As of June 30, 2024, the Company’s current liabilities exceeded its current assets by approximately $ 13.6 3.7 23.4 The Company continues to raise additional capital through the issuance of debt instruments and equity to fund its ongoing operations, which may have the effect of potentially diluting the holdings of existing shareholders. Management anticipates that the Company’s capital resources will significantly improve if its plots of land gain wider market recognition and acceptance resulting in increased plot sales and house construction. If the Company is not successful with its marketing efforts to increase sales, the Company will continue to experience a shortfall in cash, and it will be necessary to obtain funds through equity or debt financing in sufficient amounts or to further reduce its operating expenses in a manner to avoid the need to curtail its future operations subsequent to June 30, 2024. The direct impact of these conditions is not fully known. However, there can be no assurance that the Company would be able to secure additional funds if needed and that if such funds were available on commercially reasonable terms or in the necessary amounts, and whether the terms or conditions would be acceptable to the Company. In such case, the reduction in operating expenses might need to be substantial in order for the Company to generate positive cash flow to sustain the operations of the Company. (See Note 12 regarding subsequent events). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company maintains its accounting records on an accrual basis in accordance with GAAP. These consolidated financial statements are presented in United States dollars. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, ILA Fund I, LLC (the “ILA Fund”), a company incorporated in the State of Wyoming, International Land Alliance, S.A. de C.V., a company incorporated in Mexico (“ILA Mexico”), and Emerald Grove Estates LLC, incorporated in the State of California, Plaza Bajamar, LLC, incorporated in State of Wyoming, Plaza Valle Divino, LLC, incorporated in the State of Wyoming and Rancho Costa Verde Development, LLC incorporated in State of Nevada. ILA Fund includes cash as its only assets with minimal expenses as of June 30, 2024. The sole purpose of this entity is strategic funding for the operations of the Company. ILA Mexico has plots held for sale for the Oasis Park Resort, no liabilities, and minimal expenses as of June 30, 2024. As of , Emerald Grove Estates LLC, Plaza Bajamar LLC, and Plaza Valle Divino LLC have no operations. The Company’s consolidated subsidiaries and/or entities were as follows: SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND ENTITY Name of Consolidated Subsidiary or Entity State or Other Jurisdiction of Incorporation or Organization Attributable Interest ILA Fund I, LLC Wyoming 100 % International Land Alliance, S.A. de C.V. (ILA Mexico) Mexico 100 % Emerald Grove Estates, LLC California 100 % Oasis Park Resort LLC Wyoming 100 % Plaza Bajamar LLC Wyoming 100 % Plaza Valle Divino, LLC Wyoming 100 % Rancho Costa Verde Development, LLC Nevada 100 % On January 1, 2023, the Company executed a securities purchase agreement pursuant to which the Company acquired all of the issued and outstanding units of Rancho Costa Verde Development, LLC. for a total contractual consideration of $ 13,500,000 Reclassification Certain numbers from 2023 have been reclassified to conform with the current year presentation. Investments - Equity Method The Company accounts for equity method investments at cost, adjusted for the Company’s share of the investee’s earnings or losses, which are reflected in the consolidated statements of operations. The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. On January 3, 2023, the Company acquired a controlling financial interest in its previous equity method investment, which resulted in the consolidation pursuant to ASC 805 Business Combinations Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management regularly evaluates estimates and assumptions related to the valuation of assets and liabilities. Management bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from management’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates include: ■ Liability for legal contingencies. ■ Useful life of buildings. ■ Assumptions used in valuing equity instruments. ■ Deferred income taxes and related valuation allowances. ■ Going concern. ■ Assessment of long-lived assets for impairment. ■ Significant influence or control over the Company’s investee. ■ Revenue recognition. Segment Reporting The Company operates as one Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2024, and December 31, 2023, respectively. Fair Value of Financial Instruments and Fair Value Measurements Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosures, Level 1: uses quoted market prices in active markets for identical assets or liabilities. Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: uses unobservable inputs that are not corroborated by market data. As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of any balance sheet dates presented or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid, and other current assets, accounts payable and accrued liabilities, contracts liability, deposits, promissory notes, net of debt discounts and promissory notes related party, deferred revenue, other notes approximate fair value due to their relatively short maturities. Equity-method investment is recorded at cost, which approximates its fair value since the consideration transferred includes cash and a non-monetary transaction, in the form of the Company’s common stock, which was valued based on a combination of a market and asset approach. The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black-Sholes option valuation model was used to determine the fair value. The Company records derivative liability on the consolidated balance sheets at fair value with changes in fair value recorded in the consolidated statements of operation. The following table presents balances of the liabilities with significant unobservable inputs (Level 3) as of June 30, 2024: SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS Fair Value Measurements at June 30, 2024 Using Quoted Prices Significant Significant (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 269,593 $ 269,593 Total $ - $ - $ 269,593 $ 269,593 The following table presents changes of the liabilities with significant unobservable inputs (Level 3) for the six months ended June 30, 2024: SCHEDULE OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS Derivative Liability Balance December 31, 2023 $ 781,924 Change in estimated fair value (229,814 ) Settlement of derivative liability (282,517 ) Balance June 30, 2024 $ 269,593 Derivative Liability As of June 30, 2024, the Company has variable rate convertible promissory notes, which contained variable conversion rates based on unknown future prices of the Company’s common stock. This resulted in the recognition of a derivative liability as the conversion feature failed the scope exception for derivative accounting due to the variability of its conversion price. The Company measures the derivative liability using the Black-Scholes option valuation model using the following assumptions: SCHEDULE OF DERIVATIVE LIABILITY For the Six Months Ending 2024 2023 Expected term 1 1 1 1 Exercise price $ 0.03 0.13 $ 0.05 0.10 Expected volatility 176 232 % 139 163 % Expected dividends None None Risk-free interest rate 5.03 5.55 % 4.74 5.09 % Forfeitures None None The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment, or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future. The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under its control, and the assessment of volatility. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s variable convertible notes, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases. Cost Capitalization The cost of buildings and improvements includes the purchase price of the property, legal fees, and other acquisition costs. Costs directly related to planning, developing, initial leasing and constructing a property are capitalized and classified as Buildings in the consolidated balance sheets. Capitalized development costs include interest, property taxes, insurance, and other direct project costs incurred during the period of development are also capitalized. A variety of costs are incurred in the acquisition, development, and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete, and capitalization must cease involves a degree of judgment. Our capitalization policy on development properties is guided by ASC 835-20 Interest – Capitalization of Interest Real Estate - General Land Held for Sale The Company considers properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) the property is available for immediate sale in its present condition and (3) the property is actively being marketed for sale at a price that is reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its’ carrying value or its estimated net realizable value. Land and Buildings Land and buildings are stated at cost. Depreciation is provided by the use of the straight-line and accelerated methods for financial and tax reporting purposes, respectively, over the estimated useful lives of the assets. Buildings will have an estimated useful life of 20 years. Land is an indefinite-lived asset that is stated at fair value at date of acquisition. Construction in progress (“CIP”) A CIP asset reflects the cost of construction work undertaken, but not yet completed on land not currently owned by the Company. For construction in progress assets, no depreciation is recorded until the asset is placed in service. When construction is completed, the assets should be reclassified as building, building improvement, infrastructure or land improvement and should be capitalized and depreciated. The land is currently owned by companies controlled by our Chief Executive Officer. Fixed Assets Fixed assets are stated at cost, less accumulated depreciation, and amortization. Depreciation is computed using the double declining balance method over the estimated useful lives of the respective assets: SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIVES Classification Life Buildings 20 Furniture and equipment 5 Revenue Recognition The Company determines revenue recognition pursuant to Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, through the following steps: ■ Identification of the contract, or contracts, with a customer. ■ Identification of the performance obligations in the agreement(s) for the sale of plots or house construction. ■ Determination of the transaction price. ■ Allocation of the transaction price to the performance obligation(s) in the contract. ■ Recognition of revenue when, or as the Company satisfies a performance obligation. Revenue is measured based on considerations specified in the agreements with our customers. A contract exists when it becomes a legally enforceable agreement with a customer. The contract is based on either the acceptance of standard terms and conditions as stated in our agreement of plot sales or house construction with customers. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration which we will expect to receive in exchange for execution of the performance obligation(s). The Company applies judgment in determining the customer’s ability and intention to pay the consideration to which the Company is entitled to. A performance obligation is a promise in a contract or agreement to transfer a distinct product or item to the customer. Performance obligations promised in a contract are identified based on the property that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the property is separately identifiable from other promises in the contract. Management considers the retention of title as merely a protective right, which would not disallow revenue recognition for the full consideration to which the Company is entitled upon the execution of a contract for deed. Currently, upon execution of each contract for deed, the Company has not developed sufficient controls and procedures to provide reasonable assurance that collection of the consideration, which the Company is entitled to, is probable. In addition, the title of the land for the various projects (Bajamar and Divino) is held by an entity that is controlled by the Company’s Chief Executive Officer. The Company’s principal activities in the real estate development industry which it generates its revenues from are the sale of developed and undeveloped land and house construction. Rancho Costa Verde Development or RCVD generates revenue from the following sources: (1) lot sales, (2) home construction calculated as a set percentage of builders’ costs, (3) administrative income for loan servicing, (4) interest income resulting from monthly payments from financed loans made to customers on lot sales, (5) resale income as commission for selling homes for owners that have purchased lots at RCVD and (6) utilities revenue from waste water systems and solar systems. The Company identified the following performance obligations related to the operations of RCVD: (1) subdivision of the developer parcel, (ii) casita free week for each customer allowing them to enjoy a free week to a casita per year. The Company determined that there was a significant financing component in most arrangements with customers, which results in the recognition of interest income. The Company recognized $ 5,830,969 726,512 Advertising costs The Company expenses advertising costs when incurred. Advertising costs incurred amounted to $ 169,288 336,977 28,175 288,259 Debt issuance costs and debt discounts Debt issuance costs and debt discounts are being amortized over the term of the related financings on a straight-line approach, which approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying consolidated balance sheets. Stock-Based Compensation The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. The Company has elected to use the simplified method described in the Securities and Exchange Commission Staff Accounting Bulletin Topic 14C to estimate the expected term of employee stock options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The value of stock awards is determined using the fair value of the Company’s common stock on the date of grant. The Company accounts for forfeitures as they occur. Any compensation cost previously recognized for an unvested award that is forfeited because of a failure to satisfy a service condition is reversed in the period of the forfeiture. Compensation expense is recognized on a straight-line basis over the requisite service period of the award. Stock-based compensation includes the fair value of options, warrants and restricted stocks issued to employees, directors, and non-employees. 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. Net Earnings (Loss) Per Share The Company computes earnings (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 six months ended June 30, 2024 For the six months ended June 30, 2023 Options 6,000,000 6,000,000 Warrants 38,107,500 36,867,500 Total potentially dilutive shares 44,107,500 42,867,500 Concentration of Credit Risk The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through June 30, 2024. Impairment of Long-lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. If impairment is indicated, the asset is written down to its estimated fair value. The Company fully impaired its long-lived assets due to the uncertainty in title transfer of the land not currently owned by the Company and the estimated fair value of its construction in progress during the three and six months ended June 30, 2024. Accounts Receivable The Company uses the specific identification method for recording the provision for doubtful accounts, which was $ 0 Convertible Promissory Note The Company accounts for convertible promissory notes in accordance with ASC 470-20, Debt with Conversion and Other Options. The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the Income Statement. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument with an offset to additional paid-in capital and amortized to interest expense over the life of the debt using the effective interest method. |
LAND, BUILDING, NET AND CONSTRU
LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS | NOTE 3 – LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS Land, buildings, net and construction in process as of June 30, 2024, and December 31, 2023: SCHEDULE OF LAND AND BUILDING Useful life June 30, 2024 December 31, 2023 Land – Emerald Grove $ 203,419 $ 203,419 Land – Rancho Costa Verde Development $ 15,573,107 $ 15,348,107 Furniture & equipment, net 5 $ 2,677 $ 2,677 Building 20 2,674,471 2,591,421 Less: Accumulated depreciation (844,127 ) (772,596 ) Building, net $ 1,830,344 $ 1,818,825 Depreciation expense was approximately $ 77,253 59,494 Valle Divino The Valle Divino is the Company’s premier wine country development project in Ensenada, Baja California. This land project consists of 20 There was no activity during the six months ended June 30, 2024. The construction contractor is also an entity controlled by our Chief Executive Officer. Construction began during the year ended December 31, 2020. The balance of construction in process for Valle Divino was $ 0 457,275 Plaza Bajamar The Plaza Bajamar community is an 80-unit development located within the internationally renowned Bajamar Ocean Front Hotel and Golf Resort. The Bajamar Ocean Front Golf Resort is an expertly planned, well-guarded, and gated wine and golf community located 45 minutes South of the San Diego-Tijuana Border along the scenic toll road to Ensenada on the Pacific Ocean. Phase I will include 22 “Merlot” 1,150 The Company has not yet taken title to this property, which is currently owned by Valdeland, S.A. de C.V. (“Valdeland”), an entity controlled and 100 1,000,000 In November and December 2019, $ 250,000 150,000 100,000 250,000 150,000 Valdeland has completed a two-bedroom model home, an enhanced entrance, and interior roads as well as site preparation for four (4) new homes adjacent to the model home. It has commenced construction on four residential lots following the payment of the required minimum deposits from buyers. The Company funded the construction by an additional $ 179,700 The balance of construction in process for Plaza Bajamar totaled $ 0 179,700 Within the “restricted zone,” a foreigner can purchase the beneficial interest in real property through a bank trust or “fideicomiso.” Indeed, a bank trust must be used when acquiring property within the restricted zone. In this bank trust, the buyer of the property is designated as the “fideicomisario” or the beneficiary of the trust. While legal title is held by the bank, (specifically the trustee of the trust or the “fiduciario,”) the trustee must administer the property in accordance with the instructions of the buyer (the beneficiary of the trust). The property is not an asset of the bank, and the trustee is obligated to follow every lawful instruction given by the beneficiary to perform legal action. The Company has not yet established the bank trust, which is anticipated to occur before the end of the fiscal year 2024. As of June 30, 2024, Valdeland sold six (6) house constructions on residential lots for estimated price of $ 1.5 0.5 Rancho Costa Verde Development (“RCVD”) RCVD is a 1,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS Chief Executive Officer – Roberto Valdes Effective January 1, 2020, the Company executed an employment agreement with its Chief Executive Officer. The Company has not accrued or paid any salary to its Chief Executive Officer for the six months ended June 30, 2024. The balance owed is $ 66,846 As of June 30, 2024, the Company funded an aggregate amount of $ 1.4 During the year ended December 31, 2023, the Company funded an aggregate amount of approximately $ 251,000 On December 1, 2022, the Company issued 465,834 0.20 25 75 90,188 16,900 Chief Financial Officer – Jason Sunstein Effective January 1, 2020, the Company executed an employment agreement with its Chief Financial Officer. The Company has not paid or accrued any salary to its Chief Financial Officer for the six months ended June 30, 2024. The balance owed is $ 66,846 On December 1, 2022, the Company issued 465,834 0.20 25 75 90,188 16,900 The Company’s Chief Financial Officer is also the managing member of Six Twenty Management LLC, an entity that has historically provided ongoing capital support to the Company. The Company’s Chief Financial Officer also facilitated the Emerald Grove asset purchase. President – Frank Ingrande In May 2021, the Company executed an employment agreement with its President. The Company has not accrued or paid any salary to its President for the six months ended June 30, 2024. The balance owed is $ 66,846 Frank Ingrande was the co-founder and owner of 33 75 On December 1, 2022, the Company issued 465,834 0.20 25 75 90,188 16,900 International Real Estate Development, LLC. (“IRED”) Frank Ingrande was an owner of 33 25 75 33 On January 1, 2023, the Company issued a convertible promissory note pursuant to the acquisition of RCVD for a total principal of $ 8,900,000 5 2,225,000 12 89,000 |
PROMISSORY NOTES
PROMISSORY NOTES | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES | NOTE 5 – PROMISSORY NOTES Promissory notes consisted of the following at June 30, 2024 and December 31, 2023: SCHEDULE OF PROMISSORY NOTES June 30, 2024 December 31, 2023 Cash Call note payable, due August 2020 $ 24,785 $ 24,785 Cash Call note payable, due August 2020 $ 24,785 $ 24,785 Elder note payable, 10 March 2020 1,500 1,500 Elder note payable, 15 March 2021 76,477 76,477 Griffith note payable, 15 May 2024 250,000 250,000 Banker note payable, 15 October 2023 42,500 97,500 Robles note Payable, 10 November 2023 37,500 37,500 Kitchner note payable, 10 July 2024 75,000 - Victrix note payable, 20 August 2024 400,000 400,000 Redwood Trust note payable, 12 January 2024 1,787,000 1,787,000 Total Notes payable $ 2,694,762 $ 2,674,762 Less discounts - - Total Promissory notes, net of discount 2,694,762 2,674,762 Less current portion (2,694,762) (2,674,762 ) Total Promissory notes, net of discount - long term $ - $ - Redwood Trust On January 21, 2021, the Company refinanced its existing first and second mortgage loans on the 80 acres of land and the structure located at Sycamore Road in Hemet, California for aggregate amount of $ 1,787,000 , carrying coupon at twelve ( 12 ) percent, payable in monthly interest installments of $ 17,870 starting on September 1st, 2021, and continuing monthly thereafter until maturity on February 1st, 2023 , at which time all sums of principal and interest then remaining unpaid shall be due and payable. The balloon payment promissory note is secured by deed of trust. The refinanced amount paid off the first and second mortgage loans with a net funding to the Company of approximately $ 387,000 , net of finders’ fees. On June 27, 2023, the Company, through Emerald Grove Estates, LLC, its wholly owned company, executed a modification agreement, under which the maturity date was extended to January 1, 2024 , and the payment of all unpaid interest, late fees, charges. Victrix LLC On December 6, 2023, the Company took out a second financing on its 80 400,000 20 2,000,000 Cash Call, Inc. – In default On March 19, 2018, the Company issued a promissory note to CashCall, Inc. for $ 75,000 94 August 1, 2020 7,500 On August 2, 2022, the Company and Cash Call settled for an aggregate principal of $ 23,641 3,152 As of June 30, 2024 and December 31, 2023, the remaining principal balance was $ 24,785 Christopher Elder – In default On December 15, 2020, the Company entered into a promissory note pursuant to which the Company borrowed $ 126,477 18 There was no activity during the six months ended June 30, 2024. As of June 30, 2024 and December 31, 2023, the remaining principal balance was $ 76,477 The Company incurred approximately $ 2,868 37,839 34,971 Bobbie Allen Griffith – In Default On September 5, 2023, the Company entered into a promissory note pursuant to which the Company borrowed $ 215,000 15 The Company repaid the note in full during the year ended December 31, 2023. During the year ended December 31, 2023, the Company was advanced an additional $ 250,000 250,000 The Company incurred approximately $ 3,875 19,375 15,500 The Company initially recognized a debt discount and stock payable on this note of $ 20,777 George Banker – In Default On August 11, 2023, the Company entered into a promissory note pursuant to which the Company borrowed $ 150,000 15 Accrued interest was $ 22,500 42,500 The Company initially recognized a debt discount and stock payable on this note of $ 5,769 George Robles – In Default On September 1, 2023, the Company entered into a promissory note pursuant to which the Company borrowed $ 100,000 5 10 Accrued interest was $ 7,500 37,500 The Company initially recognized a debt discount and stock payable on this note of $ 5,393 Kitchner During the six months ended June 30, 2024, the Company entered into a promissory note pursuant to which the Company borrowed $ 75,000 10 75,000 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 6 – CONVERTIBLE NOTES Convertible notes consisted of the following at June 30, 2024 and December 31, 2023: SCHEDULE OF CONVERTIBLE NOTES June 30, 2024 December 31, 2023 1800 Diagonal convertible note #5, 9 June 2024 - 55,000 1800 Diagonal convertible note #6, 10 September 2024 - 68,511 1800 Diagonal convertible note #7, 10 September 2024 45,285 61,600 Mast Hill convertible note, 16 March 2023 250,000 250,000 Blue Lake convertible note, 16 March 2023 250,000 250,000 International Real Estate Development, 5 March 2024 - 8,900,000 Total convertible notes $ 545,285 $ 9,585,111 Less discounts (25,654 ) (33,034 ) Total convertible notes, net of discount 519,631 9,552,077 Less current portion (519,631 ) (9,552,077 ) Total convertible notes, net of discount - long term $ - $ - Mast Hill Fund, L.P (“Mast note”) - In default On March 23, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $ 250,000 211,250 13,750 25,000 16 35,000 Additionally, as an incentive to the note holder, the securities purchase agreement also provided for the issuance of 225,000 101,000 343,750 0.80 five years 0.35 During the year ended December 31, 2023, the Company converted approximately $ 133,096 1,664,857 The principal balance owed to Mast Hill Fund was $ 250,000 as of June 30, 2024 and December 31, 2023. The Company incurred approximately $ 9,221 of interest during the six months ended June 30, 2024. The Company is in default as the Company (i) consummated a variable rate transaction with another lender and (ii) failed to make the required installment payment as required under the terms of the agreement. Upon event of default, the Company is required to pay the outstanding principal plus accrued interest and a default penalty which is equal to 25 The Company initially recognized $ 219,832 0 Blue Lake Partners LLC (“Blue Lake note”) – In default On March 28, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $ 250,000 211,250 13,750 25,000 16 35,000 225,000 101,000 343,750 0.80 five years The note is convertible upon an event of default at the noteholder’s option into shares of our common stock at a fixed conversion price of $ 0.35 The principal balance owed to Blue Lake was $ 250,000 as of June 30, 2024 and December 31, 2023. The Company is in default of the note as the Company (i) consummated a variable rate transaction with another lender and (ii) failed to make the required installment payment as required under the terms of the agreement. The Company has not yet received any default notice from the investor. Upon event of default, the Company is required to pay the outstanding principal plus accrued interest and a default penalty which is equal to 25 The Company initially recognized $ 219,607 0 1800 Diagonal Lending Inc. (“Diagonal note”) Diagonal note #5 On September 13, 2023, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $ 55,000 50,000 5,000 9 default coupon of 22% The maturity date of the note is June 15, 2024 . At any time after issuance, the note is convertible into shares of our common stock at the greater of a fixed conversion rate or discount to the market price. The note includes a prepayment feature at a premium of up to 25% from the issuance date and up to 180 days . The note includes a 50 % penalty premium on unpaid principal and interest upon an event of default. The Company initially recognized $ 5,000 of debt discount resulting from the original issue discount and the deferred financing costs. The Company amortized $ 1,527 through interest expenses during the six months ended June 30, 2024. The balance of the unamortized debt discount was $ 1,946 and $ 3,473 , respectively, as of June 30, 2024 and December 31, 2023. Diagonal note #6 On September 6, 2023, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $ 92,000 75,000 17,000 default coupon of 22% The maturity date of the note is September 6, 2024 . At any time after issuance, the note is convertible into shares of our common stock at the greater of a fixed conversion rate or discount to the market price. The note includes a prepayment feature at a premium of up to 25% from the issuance date and up to 180 days . The note includes a 50 % penalty premium on unpaid principal and interest upon an event of default. Diagonal note #7 On December 5, 2023, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $ 61,600 55,000 6,600 10 default coupon of 22% The maturity date of the note is September 15, 2024 The note includes a prepayment feature at a premium of up to 25% from the issuance date and up to 180 days 50 International Real Estate Development, LLC On January 1, 2023, the Company issued a convertible promissory note pursuant to the acquisition of RCVD for a total principal of $ 8,900,000 5 June 30, 2024 2,225,000 12 The convertible note is convertible commencing on April 1, 2023 at the option of the holder into shares of common stock at a 10% discount to market price. The Company can prepay the convertible note at any time The Company incurred $ 111,250 8,900,000 556,250 89,000 |
PROMISSORY NOTES _ RELATED PART
PROMISSORY NOTES – RELATED PARTY | 6 Months Ended |
Jun. 30, 2024 | |
Promissory Notes Related Party | |
PROMISSORY NOTES – RELATED PARTY | NOTE 7 – PROMISSORY NOTES – RELATED PARTY Related party promissory notes consisted of the following at June 30, 2024, and December 31, 2023: SCHEDULE OF RELATED PARTY PROMISSORY NOTES June 30, 2024 December 31, 2023 Frank Ingrande – On demand $ - $ 10,394 Lisa Landau – On demand 239,526 94,104 Total promissory notes, net of discount current $ 239,526 $ 104,498 Lisa Landau Lisa Landau is a relative of the Company’s Chief Financial Officer. During the six months ended June 30, 2024 and the year ended December 31, 2023, Lisa Landau advanced funds |
BUSINESS ACQUISITION IN STAGES
BUSINESS ACQUISITION IN STAGES | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
BUSINESS ACQUISITION IN STAGES | NOTE 8 – BUSINESS ACQUISITION IN STAGES On January 3, 2023, the Company completed the acquisition in stages of International Real Estate Development, LLC (“IRED” or the “seller”), for the purchase of the remaining seventy five percent ( 75 13.4 8,900,000 20,000,000 1.8 33,000,000 2.7 20,000,000 Prior to the acquisition of a controlling financial interest in RCVD, the Company held a twenty five percent ( 25 Investments – Equity Method and Joint Ventures . 2,680,000 0 As outlined in the letter of intent with IRED and RCVD dated April 2021, in addition to various communications with both parties, the Company had strategized and intended to acquire the remaining 75 25 The Company has accounted for this transaction as a business combination in stages under ASC 805 Business Combinations The secured convertible promissory note has a principal amount of $ 8,900,000 2,225,000 5 June 30, 2024 12 10 445,000 RCVD was originally formed in the State of Nevada. RCVD is a 1,100-acre As of December 31, 2023, the Company finalized its purchase price allocation and valuation for the acquisition of RCVD. The acquisition-date fair value of the consideration transferred is as follows: SCHEDULE OF FAIR VALUE OF CONSIDERATION TRANSFERRED January 3, 2023 Fair value of common stock $ 1,800,000 Fair value of common stock warrants 2,674,972 Promissory notes $ 8,900,000 Fair value of consideration transferred $ 13,374,972 The following is the purchase price allocation as of the January 3, 2023, acquisition date: SCHEDULE OF PROVISIONAL PURCHASE PRICE ALLOCATION January 3, 2023 Cash $ 321,916 Accounts receivable 1,900,388 Other current assets 342,574 Fixed Assets 16,213,967 Accounts payable and accrued expenses (652,329 ) Mortgage loans (6,576,566 ) Related party notes (16,545 ) Deferred revenue (9,276,620 ) Net Assets Acquired $ 2,256,785 Goodwill 11,118,187 Total consideration $ 13,374,972 Pro Forma Financial Information The following unaudited pro forma consolidated results of operations for the years ended December 31, 2023 and 2022 assume the acquisition was completed on January 1, 2022: SCHEDULE OF PRO FORMA FINANCIAL INFORMATION 2023 2022 Years Ended December 31, 2023 2022 Pro forma net revenues 1,090,617 1,516,622 Pro forma net loss (1,110,022 ) (926,798 ) Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results. Common Stock warrants At acquisition date, the Company measures the fair value of the common stock warrant using the Black-Scholes option valuation model using the following assumptions as of December 31, 2023: SCHEDULE OF FAIR VALUE OF COMMON STOCK WARRANTS Expected term 5 Exercise price $ 0.10 Expected volatility 145 % Risk-free interest rate 3.94 % Forfeitures None The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment, or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future. The Company computes the fair value of the common stock warrants at the acquisition date, which does not have to be updated at each reporting period. |
EQUITY METHOD INVESTMENT
EQUITY METHOD INVESTMENT | 6 Months Ended |
Jun. 30, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 9 – 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 RCVD’s economic performance, and therefore, the Company is not the primary beneficiary of RCVD and RCVD has not been consolidated under the variable interest model. The investment was initially recorded at cost, which was determined to be $ 2,680,000 2,089,337 On January 3, 2023, the Company executed a securities purchase agreement with International Real Estate Development, LLC, for the purchase of the remaining seventy five percent ( 75 13,500,000 The Company acquired a controlling financial interest and accounted for this transaction as a business combination in stages under ASC 805 (refer to note 8). Upon the acquisition of such controlling interest, the Company re-measured the previously held equity method interest to fair value as part of the accounting for the business combination, see Note 8. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Commitment to Purchase Land (Valle Divino) The land project consisting of 20 acres to be acquired from Baja Residents Club (a Company controlled by our CEO Roberto Valdes) and developed into Valle Divino resort in Ensenada, Baja California, the acquisition of title to the land for this project is subject to approval from the Mexican government in Baja, California. Although management believes that the transfer of title to the land will be approved before the end of the Company fiscal year end 2024, there is no assurance that such transfer of title will be approved in that time frame or at all. 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 through a Fideicomiso. As of June 30, 2024 and December 31 2023, Valdetierra S.A de C.V., a company controlled and 100 Land purchase- Plaza Bajamar. On September 25, 2019, the Company, entered into a definitive Land Purchase Agreement with Valdeland, S.A. de C.V., a Company controlled by our CEO Roberto Valdes, to acquire approximately one acre of land with plans and permits to build 34 units at the Bajamar Ocean Front Golf Resort located in Ensenada, Baja California. Pursuant to the terms of the Agreement, the total purchase price is $ 1,000,000 600,000 250,000 150,000 150,000 The total budget was established at approximately $ 1,556,000 995,747 560,250 Commitment to Sell Land (IntegraGreen) On September 30, 2019, the Company entered into a contract for deed agreement “Agreement” with IntegraGreen whose principal, Christopher Elder, is also a creditor. Under the agreement the Company agreed to the sale of 20 630,000 63,000 403,020 The Company fully impaired the carrying balance of its account receivable owed by IntegraGreen as of December 31, 2023 Oasis Park Resort construction budget During the year ended December 31, 2021, the Company engaged a general contractor to complete phase I of the project including the two-mile access road and the community entrance structure. Contractor also commenced phase II construction including the waterfront clubhouse, casitas, and model homes. The total budget was established at approximately $ 512,000 118,600 393,400 June 30, 2024 and December 31 2023 . 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 (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 11 – STOCKHOLDERS’ EQUITY (DEFICIT) The Company’s equity at June 30, 2024 consisted of 150,000,000 2,010,000 0.001 , there were 85,064,195 82,064,195 79,658,165 76,658,165 As of June 30, 2024, there were 117,000 1,000 3,100 17,000 As of December 31, 2023, there were 28,000 1,000 3,100 17,000 Equity Incentive Plans 2022 Equity Incentive Plan On December 1, 2022, the Company’s Board of Directors approved a 2022 Equity Incentive Plan (the “2022 Plan”). Pursuant to the 2022 Plan, the Company has reserved a total of 5,000,000 2,150,000 2,150,000 2020 Equity Incentive Plan On August 26, 2020, the Company’s Board of Directors approved the 2020 Equity Incentive Plan (the “2020 Plan”). The Company has reserved a total of 3,000,000 1,700,000 2019 Equity Incentive Plan On February 11, 2019, the Company’s Board of Directors approved a 2019 Equity Incentive Plan (the “2019 Plan”). In order for the 2019 Plan to grant “qualified stock options” to employees, it required approval by the Corporation’s shareholders within 12 months from the date of the 2019 Plan. The 2019 Plan was never approved by the shareholders. Therefore, any options granted under the 2019 Plan prior to shareholder approval will be “non-qualified”. Pursuant to the 2019 Plan, the Company has reserved a total of 3,000,000 2,150,000 Activity during the six months ended June 30, 2024 During the six months ended June 30, 2024, the Company issued 2,552,595 166,919 During the six months ended June 30, 2024, the Company issued 1,223,776 During the six months ended June 30, 2024, the Company issued 2,484,832 During the six months ended June 30, 2024, the Company issued 550,000 47,415 During the six months ended June 30, 2024, the Company issued 289,824 Activity during the six months ended June 30, 2023 During the six months ended June 30, 2023, the Company issued 100,000 15,000 During the six months ended June 30, 2023, the Company issued 20,000,000 1,800,000 During the six months ended June 30, 2023, the Company issued 1,077,164 During the six months ended June 30, 2023, the Company issued 267,310 Preferred Stock On November 6, 2019, the Company authorized and issued 1,000 350,000 500,000 293,500 The holder can convert the Series B into shares of common stock at a discount of 35% to the market price. The terms and conditions of the Series B include an in-kind accrual feature, which provides for a cumulative accrual at a rate of 12 1,212,822 The Securities Purchase Agreement (“SPA”) states that the in-kind accrual rate should be increased by10% per annum upon each occurrence of an event of default. In addition, the SPA further states that the conversion price initially set at a discount of 35% to the market price should be further increased by an additional 10% upon each occurrence of an event of default. At the date of their Annual Report, CleanSpark claims that the Company was in default in three instances triggering further discount to the market price for the conversion feature and additional accrual rate. Management has recorded for this additional default and interest expense as noted in the previous paragraph. The Company has not been served with any notice of default stating the specific default events but will continue to accrue the additional default interest until the matter is resolved. As of the date of the filing of this Annual Report, the parties are cooperating to resolve this matter. During the six months ended June 30, 2024, the Company issued 89,000 8,900,000 556,250 On June 2, 2023, the Company authorized and issued 10,000 3,100 310,000 310,000 The terms and conditions of the Series C include an in-kind accrual feature, which provides for a cumulative accrual at a rate of 12 60,003 94,827 The Securities Purchase Agreement (“SPA”) states that the in-kind accrual rate should be increased by 8% per annum upon each occurrence of an event of default. Concurrently with this SPA, the Company entered into a Warrant Inducement Agreement (“Inducement”). Previously, on July 26, 2021, the Company entered into a Warrant Purchase Agreement with Bigger Capital Fund, LP where the Company issued common stock purchase warrants at an exercise price of $ 0.68 1,240,000 0.07 2,740,000 0.07 123,896 In October 2023, the Company filed and adopted a Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock (the “Certificate of Designations”) with the Wyoming Secretary of State, authorizing the issuance of up to 20,000 0.001 100.00 The Series D Preferred Stock has no stated maturity and is subject to a mandatory redemption at 110% of the Stated Value, plus all unpaid dividends in respect of such share (the “Additional Amount”) thereon. The Series D Preferred Stock ranks senior with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company to all other shares of capital stock of the Company, including all other outstanding shares of preferred stock as of the filing date of the Certificate of Designations, except, however, the Series D Preferred Stock is subordinate to the series of preferred stock of the Company designated as “Series C Convertible Preferred Stock.” The Company shall be permitted to issue capital stock, including preferred stock, that is junior in rank to the Series D Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company. Holders of shares of Series D Preferred Stock are entitled to receive, on each dividend payment date, (i) cumulative cash dividends on each share of Series D Preferred Stock, on a quarterly basis, at a rate of 12% per annum of the Stated Value, plus the Additional Amount thereon, and (ii) dividends in the form of shares of common stock on each share of Series D Preferred Stock, on a quarterly basis, at a rate of 8% per annum on the Stated Value. At any time after the earlier of (i) a Qualified Offering (as defined below) or (ii) the date that is 18 months from the date the first share of Series D Preferred Stock is issued to any holder thereof, each holder of Series D Preferred Stock shall be entitled to convert any portion of the outstanding Series D Preferred Stock, including any Additional Amount, held by such holder into shares of common stock at the Conversion Price (as defined below) by following the mechanics of conversion set forth in the Certificate of Designations. The amount of shares of common stock issuable upon a conversion for each Series D Preferred Stock shall be the Stated Value of such share plus the Additional Amount divided by the Conversion Price (as defined below). The “Conversion Price” for each Series D Preferred Stock is, the lower of the price per share at which a Qualified Offering (as defined below) is made (the “Qualified Offering Price”) or 80% of the average of the closing sale price for the 10 consecutive trading days immediately preceding, but not including, the effective date of the applicable conversion notice During the year ended December 31, 2023, the Company converted $ 1,414,338 171,825 17,000 Warrants A summary of the Company’s warrant activity during the six months ended June 30, 2024, is presented below: SCHEDULE OF WARRANTS ACTIVITY Number of Warrants Weighted Weighted Contract Outstanding at December 31, 2023 38,107,500 $ 0.16 4.17 Granted - - - Exercised - - - Forfeited-Canceled - - - Outstanding at June 30, 2024 38,107,500 $ 0.16 3.67 Exercisable at June 30, 2024 38,107,500 The aggregate intrinsic value as of June 30, 2024 and December 31, 2023, was $ 0 Options A summary of the Company’s option activity during the six months ended June 30, 2024, is presented below: SCHEDULE OF OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Contract Term (Year) Outstanding at December 31, 2023 6,000,000 $ 0.34 3.14 Granted - - - Exercised - - - Forfeited-Canceled - - - Outstanding at June 30, 2024 6,000,000 $ 0.34 2.64 Exercisable at June 30, 2024 6,000,000 Options outstanding as of June 30, 2024, and December 31, 2023, had aggregate intrinsic value of $ 0 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company maintains its accounting records on an accrual basis in accordance with GAAP. These consolidated financial statements are presented in United States dollars. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, ILA Fund I, LLC (the “ILA Fund”), a company incorporated in the State of Wyoming, International Land Alliance, S.A. de C.V., a company incorporated in Mexico (“ILA Mexico”), and Emerald Grove Estates LLC, incorporated in the State of California, Plaza Bajamar, LLC, incorporated in State of Wyoming, Plaza Valle Divino, LLC, incorporated in the State of Wyoming and Rancho Costa Verde Development, LLC incorporated in State of Nevada. ILA Fund includes cash as its only assets with minimal expenses as of June 30, 2024. The sole purpose of this entity is strategic funding for the operations of the Company. ILA Mexico has plots held for sale for the Oasis Park Resort, no liabilities, and minimal expenses as of June 30, 2024. As of , Emerald Grove Estates LLC, Plaza Bajamar LLC, and Plaza Valle Divino LLC have no operations. The Company’s consolidated subsidiaries and/or entities were as follows: SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND ENTITY Name of Consolidated Subsidiary or Entity State or Other Jurisdiction of Incorporation or Organization Attributable Interest ILA Fund I, LLC Wyoming 100 % International Land Alliance, S.A. de C.V. (ILA Mexico) Mexico 100 % Emerald Grove Estates, LLC California 100 % Oasis Park Resort LLC Wyoming 100 % Plaza Bajamar LLC Wyoming 100 % Plaza Valle Divino, LLC Wyoming 100 % Rancho Costa Verde Development, LLC Nevada 100 % On January 1, 2023, the Company executed a securities purchase agreement pursuant to which the Company acquired all of the issued and outstanding units of Rancho Costa Verde Development, LLC. for a total contractual consideration of $ 13,500,000 |
Reclassification | Reclassification Certain numbers from 2023 have been reclassified to conform with the current year presentation. |
Investments - Equity Method | Investments - Equity Method The Company accounts for equity method investments at cost, adjusted for the Company’s share of the investee’s earnings or losses, which are reflected in the consolidated statements of operations. The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. On January 3, 2023, the Company acquired a controlling financial interest in its previous equity method investment, which resulted in the consolidation pursuant to ASC 805 Business Combinations |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management regularly evaluates estimates and assumptions related to the valuation of assets and liabilities. Management bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from management’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates include: ■ Liability for legal contingencies. ■ Useful life of buildings. ■ Assumptions used in valuing equity instruments. ■ Deferred income taxes and related valuation allowances. ■ Going concern. ■ Assessment of long-lived assets for impairment. ■ Significant influence or control over the Company’s investee. ■ Revenue recognition. |
Segment Reporting | Segment Reporting The Company operates as one |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2024, and December 31, 2023, respectively. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosures, Level 1: uses quoted market prices in active markets for identical assets or liabilities. Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: uses unobservable inputs that are not corroborated by market data. As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of any balance sheet dates presented or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid, and other current assets, accounts payable and accrued liabilities, contracts liability, deposits, promissory notes, net of debt discounts and promissory notes related party, deferred revenue, other notes approximate fair value due to their relatively short maturities. Equity-method investment is recorded at cost, which approximates its fair value since the consideration transferred includes cash and a non-monetary transaction, in the form of the Company’s common stock, which was valued based on a combination of a market and asset approach. The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black-Sholes option valuation model was used to determine the fair value. The Company records derivative liability on the consolidated balance sheets at fair value with changes in fair value recorded in the consolidated statements of operation. The following table presents balances of the liabilities with significant unobservable inputs (Level 3) as of June 30, 2024: SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS Fair Value Measurements at June 30, 2024 Using Quoted Prices Significant Significant (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 269,593 $ 269,593 Total $ - $ - $ 269,593 $ 269,593 The following table presents changes of the liabilities with significant unobservable inputs (Level 3) for the six months ended June 30, 2024: SCHEDULE OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS Derivative Liability Balance December 31, 2023 $ 781,924 Change in estimated fair value (229,814 ) Settlement of derivative liability (282,517 ) Balance June 30, 2024 $ 269,593 |
Derivative Liability | Derivative Liability As of June 30, 2024, the Company has variable rate convertible promissory notes, which contained variable conversion rates based on unknown future prices of the Company’s common stock. This resulted in the recognition of a derivative liability as the conversion feature failed the scope exception for derivative accounting due to the variability of its conversion price. The Company measures the derivative liability using the Black-Scholes option valuation model using the following assumptions: SCHEDULE OF DERIVATIVE LIABILITY For the Six Months Ending 2024 2023 Expected term 1 1 1 1 Exercise price $ 0.03 0.13 $ 0.05 0.10 Expected volatility 176 232 % 139 163 % Expected dividends None None Risk-free interest rate 5.03 5.55 % 4.74 5.09 % Forfeitures None None The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment, or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future. The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under its control, and the assessment of volatility. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s variable convertible notes, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases. |
Cost Capitalization | Cost Capitalization The cost of buildings and improvements includes the purchase price of the property, legal fees, and other acquisition costs. Costs directly related to planning, developing, initial leasing and constructing a property are capitalized and classified as Buildings in the consolidated balance sheets. Capitalized development costs include interest, property taxes, insurance, and other direct project costs incurred during the period of development are also capitalized. A variety of costs are incurred in the acquisition, development, and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete, and capitalization must cease involves a degree of judgment. Our capitalization policy on development properties is guided by ASC 835-20 Interest – Capitalization of Interest Real Estate - General |
Land Held for Sale | Land Held for Sale The Company considers properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) the property is available for immediate sale in its present condition and (3) the property is actively being marketed for sale at a price that is reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its’ carrying value or its estimated net realizable value. |
Land and Buildings | Land and Buildings Land and buildings are stated at cost. Depreciation is provided by the use of the straight-line and accelerated methods for financial and tax reporting purposes, respectively, over the estimated useful lives of the assets. Buildings will have an estimated useful life of 20 years. Land is an indefinite-lived asset that is stated at fair value at date of acquisition. |
Construction in progress (“CIP”) | Construction in progress (“CIP”) A CIP asset reflects the cost of construction work undertaken, but not yet completed on land not currently owned by the Company. For construction in progress assets, no depreciation is recorded until the asset is placed in service. When construction is completed, the assets should be reclassified as building, building improvement, infrastructure or land improvement and should be capitalized and depreciated. The land is currently owned by companies controlled by our Chief Executive Officer. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost, less accumulated depreciation, and amortization. Depreciation is computed using the double declining balance method over the estimated useful lives of the respective assets: SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIVES Classification Life Buildings 20 Furniture and equipment 5 |
Revenue Recognition | Revenue Recognition The Company determines revenue recognition pursuant to Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, through the following steps: ■ Identification of the contract, or contracts, with a customer. ■ Identification of the performance obligations in the agreement(s) for the sale of plots or house construction. ■ Determination of the transaction price. ■ Allocation of the transaction price to the performance obligation(s) in the contract. ■ Recognition of revenue when, or as the Company satisfies a performance obligation. Revenue is measured based on considerations specified in the agreements with our customers. A contract exists when it becomes a legally enforceable agreement with a customer. The contract is based on either the acceptance of standard terms and conditions as stated in our agreement of plot sales or house construction with customers. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration which we will expect to receive in exchange for execution of the performance obligation(s). The Company applies judgment in determining the customer’s ability and intention to pay the consideration to which the Company is entitled to. A performance obligation is a promise in a contract or agreement to transfer a distinct product or item to the customer. Performance obligations promised in a contract are identified based on the property that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the property is separately identifiable from other promises in the contract. Management considers the retention of title as merely a protective right, which would not disallow revenue recognition for the full consideration to which the Company is entitled upon the execution of a contract for deed. Currently, upon execution of each contract for deed, the Company has not developed sufficient controls and procedures to provide reasonable assurance that collection of the consideration, which the Company is entitled to, is probable. In addition, the title of the land for the various projects (Bajamar and Divino) is held by an entity that is controlled by the Company’s Chief Executive Officer. The Company’s principal activities in the real estate development industry which it generates its revenues from are the sale of developed and undeveloped land and house construction. Rancho Costa Verde Development or RCVD generates revenue from the following sources: (1) lot sales, (2) home construction calculated as a set percentage of builders’ costs, (3) administrative income for loan servicing, (4) interest income resulting from monthly payments from financed loans made to customers on lot sales, (5) resale income as commission for selling homes for owners that have purchased lots at RCVD and (6) utilities revenue from waste water systems and solar systems. The Company identified the following performance obligations related to the operations of RCVD: (1) subdivision of the developer parcel, (ii) casita free week for each customer allowing them to enjoy a free week to a casita per year. The Company determined that there was a significant financing component in most arrangements with customers, which results in the recognition of interest income. The Company recognized $ 5,830,969 726,512 |
Advertising costs | Advertising costs The Company expenses advertising costs when incurred. Advertising costs incurred amounted to $ 169,288 336,977 28,175 288,259 |
Debt issuance costs and debt discounts | Debt issuance costs and debt discounts Debt issuance costs and debt discounts are being amortized over the term of the related financings on a straight-line approach, which approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying consolidated balance sheets. |
Stock-Based Compensation | Stock-Based Compensation The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. The Company has elected to use the simplified method described in the Securities and Exchange Commission Staff Accounting Bulletin Topic 14C to estimate the expected term of employee stock options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The value of stock awards is determined using the fair value of the Company’s common stock on the date of grant. The Company accounts for forfeitures as they occur. Any compensation cost previously recognized for an unvested award that is forfeited because of a failure to satisfy a service condition is reversed in the period of the forfeiture. Compensation expense is recognized on a straight-line basis over the requisite service period of the award. Stock-based compensation includes the fair value of options, warrants and restricted stocks issued to employees, directors, and non-employees. |
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. |
Net Earnings (Loss) Per Share | Net Earnings (Loss) Per Share The Company computes earnings (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 six months ended June 30, 2024 For the six months ended June 30, 2023 Options 6,000,000 6,000,000 Warrants 38,107,500 36,867,500 Total potentially dilutive shares 44,107,500 42,867,500 |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through June 30, 2024. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. If impairment is indicated, the asset is written down to its estimated fair value. The Company fully impaired its long-lived assets due to the uncertainty in title transfer of the land not currently owned by the Company and the estimated fair value of its construction in progress during the three and six months ended June 30, 2024. |
Accounts Receivable | Accounts Receivable The Company uses the specific identification method for recording the provision for doubtful accounts, which was $ 0 |
Convertible Promissory Note | Convertible Promissory Note The Company accounts for convertible promissory notes in accordance with ASC 470-20, Debt with Conversion and Other Options. The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the Income Statement. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument with an offset to additional paid-in capital and amortized to interest expense over the life of the debt using the effective interest method. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND ENTITY | The Company’s consolidated subsidiaries and/or entities were as follows: SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND ENTITY Name of Consolidated Subsidiary or Entity State or Other Jurisdiction of Incorporation or Organization Attributable Interest ILA Fund I, LLC Wyoming 100 % International Land Alliance, S.A. de C.V. (ILA Mexico) Mexico 100 % Emerald Grove Estates, LLC California 100 % Oasis Park Resort LLC Wyoming 100 % Plaza Bajamar LLC Wyoming 100 % Plaza Valle Divino, LLC Wyoming 100 % Rancho Costa Verde Development, LLC Nevada 100 % |
SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS | The following table presents balances of the liabilities with significant unobservable inputs (Level 3) as of June 30, 2024: SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS Fair Value Measurements at June 30, 2024 Using Quoted Prices Significant Significant (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 269,593 $ 269,593 Total $ - $ - $ 269,593 $ 269,593 |
SCHEDULE OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS | The following table presents changes of the liabilities with significant unobservable inputs (Level 3) for the six months ended June 30, 2024: SCHEDULE OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS Derivative Liability Balance December 31, 2023 $ 781,924 Change in estimated fair value (229,814 ) Settlement of derivative liability (282,517 ) Balance June 30, 2024 $ 269,593 |
SCHEDULE OF DERIVATIVE LIABILITY | SCHEDULE OF DERIVATIVE LIABILITY For the Six Months Ending 2024 2023 Expected term 1 1 1 1 Exercise price $ 0.03 0.13 $ 0.05 0.10 Expected volatility 176 232 % 139 163 % Expected dividends None None Risk-free interest rate 5.03 5.55 % 4.74 5.09 % Forfeitures None None |
SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIVES | Fixed assets are stated at cost, less accumulated depreciation, and amortization. Depreciation is computed using the double declining balance method over the estimated useful lives of the respective assets: SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIVES Classification Life Buildings 20 Furniture and equipment 5 |
SCHEDULE OF POTENTIALLY DILUTIVE SHARES | Securities that are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been antidilutive are: SCHEDULE OF POTENTIALLY DILUTIVE SHARES For the six months ended June 30, 2024 For the six months ended June 30, 2023 Options 6,000,000 6,000,000 Warrants 38,107,500 36,867,500 Total potentially dilutive shares 44,107,500 42,867,500 |
LAND, BUILDING, NET AND CONST_2
LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF LAND AND BUILDING | Land, buildings, net and construction in process as of June 30, 2024, and December 31, 2023: SCHEDULE OF LAND AND BUILDING Useful life June 30, 2024 December 31, 2023 Land – Emerald Grove $ 203,419 $ 203,419 Land – Rancho Costa Verde Development $ 15,573,107 $ 15,348,107 Furniture & equipment, net 5 $ 2,677 $ 2,677 Building 20 2,674,471 2,591,421 Less: Accumulated depreciation (844,127 ) (772,596 ) Building, net $ 1,830,344 $ 1,818,825 |
PROMISSORY NOTES (Tables)
PROMISSORY NOTES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF PROMISSORY NOTES | Promissory notes consisted of the following at June 30, 2024 and December 31, 2023: SCHEDULE OF PROMISSORY NOTES June 30, 2024 December 31, 2023 Cash Call note payable, due August 2020 $ 24,785 $ 24,785 Cash Call note payable, due August 2020 $ 24,785 $ 24,785 Elder note payable, 10 March 2020 1,500 1,500 Elder note payable, 15 March 2021 76,477 76,477 Griffith note payable, 15 May 2024 250,000 250,000 Banker note payable, 15 October 2023 42,500 97,500 Robles note Payable, 10 November 2023 37,500 37,500 Kitchner note payable, 10 July 2024 75,000 - Victrix note payable, 20 August 2024 400,000 400,000 Redwood Trust note payable, 12 January 2024 1,787,000 1,787,000 Total Notes payable $ 2,694,762 $ 2,674,762 Less discounts - - Total Promissory notes, net of discount 2,694,762 2,674,762 Less current portion (2,694,762) (2,674,762 ) Total Promissory notes, net of discount - long term $ - $ - |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES | Convertible notes consisted of the following at June 30, 2024 and December 31, 2023: SCHEDULE OF CONVERTIBLE NOTES June 30, 2024 December 31, 2023 1800 Diagonal convertible note #5, 9 June 2024 - 55,000 1800 Diagonal convertible note #6, 10 September 2024 - 68,511 1800 Diagonal convertible note #7, 10 September 2024 45,285 61,600 Mast Hill convertible note, 16 March 2023 250,000 250,000 Blue Lake convertible note, 16 March 2023 250,000 250,000 International Real Estate Development, 5 March 2024 - 8,900,000 Total convertible notes $ 545,285 $ 9,585,111 Less discounts (25,654 ) (33,034 ) Total convertible notes, net of discount 519,631 9,552,077 Less current portion (519,631 ) (9,552,077 ) Total convertible notes, net of discount - long term $ - $ - |
PROMISSORY NOTES _ RELATED PA_2
PROMISSORY NOTES – RELATED PARTY (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Promissory Notes Related Party | |
SCHEDULE OF RELATED PARTY PROMISSORY NOTES | Related party promissory notes consisted of the following at June 30, 2024, and December 31, 2023: SCHEDULE OF RELATED PARTY PROMISSORY NOTES June 30, 2024 December 31, 2023 Frank Ingrande – On demand $ - $ 10,394 Lisa Landau – On demand 239,526 94,104 Total promissory notes, net of discount current $ 239,526 $ 104,498 |
BUSINESS ACQUISITION IN STAGES
BUSINESS ACQUISITION IN STAGES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
SCHEDULE OF FAIR VALUE OF CONSIDERATION TRANSFERRED | The acquisition-date fair value of the consideration transferred is as follows: SCHEDULE OF FAIR VALUE OF CONSIDERATION TRANSFERRED January 3, 2023 Fair value of common stock $ 1,800,000 Fair value of common stock warrants 2,674,972 Promissory notes $ 8,900,000 Fair value of consideration transferred $ 13,374,972 |
SCHEDULE OF PROVISIONAL PURCHASE PRICE ALLOCATION | The following is the purchase price allocation as of the January 3, 2023, acquisition date: SCHEDULE OF PROVISIONAL PURCHASE PRICE ALLOCATION January 3, 2023 Cash $ 321,916 Accounts receivable 1,900,388 Other current assets 342,574 Fixed Assets 16,213,967 Accounts payable and accrued expenses (652,329 ) Mortgage loans (6,576,566 ) Related party notes (16,545 ) Deferred revenue (9,276,620 ) Net Assets Acquired $ 2,256,785 Goodwill 11,118,187 Total consideration $ 13,374,972 |
SCHEDULE OF PRO FORMA FINANCIAL INFORMATION | The following unaudited pro forma consolidated results of operations for the years ended December 31, 2023 and 2022 assume the acquisition was completed on January 1, 2022: SCHEDULE OF PRO FORMA FINANCIAL INFORMATION 2023 2022 Years Ended December 31, 2023 2022 Pro forma net revenues 1,090,617 1,516,622 Pro forma net loss (1,110,022 ) (926,798 ) |
SCHEDULE OF FAIR VALUE OF COMMON STOCK WARRANTS | At acquisition date, the Company measures the fair value of the common stock warrant using the Black-Scholes option valuation model using the following assumptions as of December 31, 2023: SCHEDULE OF FAIR VALUE OF COMMON STOCK WARRANTS Expected term 5 Exercise price $ 0.10 Expected volatility 145 % Risk-free interest rate 3.94 % Forfeitures None |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS ACTIVITY | A summary of the Company’s warrant activity during the six months ended June 30, 2024, is presented below: SCHEDULE OF WARRANTS ACTIVITY Number of Warrants Weighted Weighted Contract Outstanding at December 31, 2023 38,107,500 $ 0.16 4.17 Granted - - - Exercised - - - Forfeited-Canceled - - - Outstanding at June 30, 2024 38,107,500 $ 0.16 3.67 Exercisable at June 30, 2024 38,107,500 |
SCHEDULE OF OPTION ACTIVITY | A summary of the Company’s option activity during the six months ended June 30, 2024, is presented below: SCHEDULE OF OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Contract Term (Year) Outstanding at December 31, 2023 6,000,000 $ 0.34 3.14 Granted - - - Exercised - - - Forfeited-Canceled - - - Outstanding at June 30, 2024 6,000,000 $ 0.34 2.64 Exercisable at June 30, 2024 6,000,000 |
NATURE OF OPERATIONS AND GOIN_2
NATURE OF OPERATIONS AND GOING CONCERN (Details Narrative) | 3 Months Ended | 6 Months Ended | |||||||
Jan. 03, 2023 USD ($) | Jun. 30, 2024 USD ($) | Mar. 31, 2024 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | May 31, 2021 a | |
Restructuring Cost and Reserve [Line Items] | |||||||||
Working capital | $ 13,600,000 | $ 13,600,000 | |||||||
Net loss | (93,697) | $ (3,650,150) | $ 378,660 | $ 1,908,561 | (3,743,848) | $ 2,287,221 | |||
Accumulated deficit | $ 23,450,890 | $ 23,450,890 | $ 27,194,738 | ||||||
Rancho Costa Verde Development, LLC [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Equity investement acquired percentage | 75% | 25% | |||||||
Land in acres | a | 1,100 | ||||||||
Consideration amount paid | $ 13,500,000 |
SCHEDULE OF CONSOLIDATED SUBSID
SCHEDULE OF CONSOLIDATED SUBSIDIARIES AND ENTITY (Details) - Equity Investees Interest [Member] | 6 Months Ended |
Jun. 30, 2024 | |
ILA Fund I, LLC [Member] | |
State or Other Jurisdiction of Incorporation or Organization | Wyoming |
Attributable Interest | 100% |
International Land Alliance, S.A. de C.V. (ILA Mexico) [Member] | |
State or Other Jurisdiction of Incorporation or Organization | Mexico |
Attributable Interest | 100% |
Emerald Grove Estates, LLC [Member] | |
State or Other Jurisdiction of Incorporation or Organization | California |
Attributable Interest | 100% |
Oasis Park Resort LLC [Member] | |
State or Other Jurisdiction of Incorporation or Organization | Wyoming |
Attributable Interest | 100% |
Plaza Bajamar, LLC [Member] | |
State or Other Jurisdiction of Incorporation or Organization | Wyoming |
Attributable Interest | 100% |
Plaza Valle Divino, LLC [Member] | |
State or Other Jurisdiction of Incorporation or Organization | Wyoming |
Attributable Interest | 100% |
Rancho Costa Verde Development, LLC [Member] | |
State or Other Jurisdiction of Incorporation or Organization | Nevada |
Attributable Interest | 100% |
SCHEDULE OF LIABILITIES WITH SI
SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Platform Operator, Crypto Asset [Line Items] | ||
Derivative liability | $ 269,593 | $ 781,924 |
Total liabilities | 269,593 | |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Derivative liability | ||
Total liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Derivative liability | ||
Total liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Derivative liability | 269,593 | |
Total liabilities | $ 269,593 |
SCHEDULE OF CHANGES IN LIABILIT
SCHEDULE OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Accounting Policies [Abstract] | |
Balance of derivative liabilities | $ 781,924 |
Change in fair value of derivative liability | (229,814) |
Settlement of derivative liability | (282,517) |
Balance of derivative liabilities | $ 269,593 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY (Details) | 6 Months Ended | |
Jun. 30, 2024 $ / shares | Jun. 30, 2023 $ / shares | |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Expected term | 1 month | 1 month |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Expected term | 1 year | 1 year |
Measurement Input, Exercise Price [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Forfeitures | 0.03 | 0.05 |
Measurement Input, Exercise Price [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Forfeitures | 0.13 | 0.10 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Forfeitures | 176 | 139 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Forfeitures | 232 | 163 |
Measurement Input, Expected Dividend Rate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Forfeitures | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Forfeitures | 5.03 | 4.74 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Forfeitures | 5.55 | 5.09 |
Measurement Input Forfeitures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Forfeitures | 0 | 0 |
SCHEDULE OF DEPRECIATION ESTIMA
SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIVES (Details) | Jun. 30, 2024 |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SHARES (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 44,107,500 | 42,867,500 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 6,000,000 | 6,000,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 38,107,500 | 36,867,500 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jan. 03, 2023 USD ($) | Jan. 01, 2023 USD ($) | May 31, 2021 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) Segment | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Number of reportable segments | Segment | 1 | |||||||
Revenue from contract with customer | $ 742,095 | $ 485,580 | $ 5,830,969 | $ 726,512 | ||||
Advertising costs | 169,288 | $ 28,175 | 336,977 | $ 288,259 | ||||
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 | |||||
Rancho Costa Verde Development, LLC [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Consideration amount | $ 13,374,972 | $ 13,500,000 | $ 2,680,000 |
SCHEDULE OF LAND AND BUILDING (
SCHEDULE OF LAND AND BUILDING (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation | $ (844,127) | $ (772,596) |
Buildings, net | 1,830,344 | 1,818,825 |
Land - Emerald Grove [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | 203,419 | 203,419 |
Land - Rancho Costa Verde Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | 15,573,107 | 15,348,107 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | $ 2,677 | 2,677 |
Useful life of asset | 5 years | |
Building - Emerald Grove & RCVD [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land and buildings, gross | $ 2,674,471 | $ 2,591,421 |
Useful life of asset | 20 years |
LAND, BUILDING, NET AND CONST_3
LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS (Details Narrative) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 USD ($) | Nov. 30, 2019 USD ($) | Sep. 30, 2019 USD ($) | Jun. 30, 2024 USD ($) a shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation expenses | $ 77,253 | $ 59,494 | ||||
Payments to acquire productive assets | $ 278,141 | $ 179,700 | ||||
Share issued for purchase of land, shares | shares | 250,000 | 250,000 | ||||
Share issued for purchase of land | $ 150,000 | $ 150,000 | ||||
Land and buildings, net | 1,830,344 | 1,818,825 | ||||
Proceeds from sale of construction | 1,500,000 | |||||
Funded amount | 500,000 | |||||
Plaza Bajamar [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Payments to acquire productive assets | 179,700 | |||||
Payments for construction in process | 179,700 | |||||
Land and buildings, net | $ 0 | 0 | ||||
Roberto Valdes [Member] | Two Model Villas [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Payments to acquire property, plant, and equipment | $ 250,000 | $ 250,000 | ||||
Payments for construction in process | 150,000 | 150,000 | ||||
Down payment for purchase of land | $ 100,000 | $ 100,000 | ||||
Roberto Valdes [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Consideration amount | $ 1,000,000 | |||||
Roberto Valdes [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Asset acquisition consideration percentage | 100% | |||||
Plaza Bajamar [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Area of land acquired | a | 1,150 | |||||
Valle Divino [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Area of land acquired | a | 20 | |||||
Construction in process, balance | $ 0 | 0 | ||||
Payments to acquire productive assets | $ 457,275 | |||||
Rancho Costa Verde Development [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Area of land acquired | a | 1,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 | Jan. 01, 2023 | Dec. 01, 2022 | Mar. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Jan. 03, 2023 | May 31, 2021 | |
Number of shares stock options | ||||||||
Convertible Promissory Note [Member] | RCVD [Member] | ||||||||
Convertible note, percentage | 5% | |||||||
Convertible Promissory Note [Member] | Diagonal Note #4 [Member] | ||||||||
Convertible note, percentage | 12% | |||||||
Convertible Promissory Note [Member] | International Real Estate Development LLC [Member] | ||||||||
Gross proceeds | $ 8,900,000 | |||||||
Quarterly installment | $ 2,225,000 | |||||||
Rancho Costa Verde Development, LLC [Member] | ||||||||
Remaining Interest percentage | 75% | 25% | ||||||
2021 Plan [Member] | Nonconsolidated Investees, Other [Member] | ||||||||
Remaining vesting percentage | 33% | 33% | ||||||
2021 Plan [Member] | Nonconsolidated Investees, Other [Member] | IRED [Member] | ||||||||
Remaining vesting percentage | 33% | |||||||
2021 Plan [Member] | Nonconsolidated Investees, Other [Member] | RCVD [Member] | ||||||||
Remaining vesting percentage | 25% | |||||||
Employment Agreement [Member] | Frank Ingrande [Member] | ||||||||
Remaining Interest percentage | 75% | |||||||
Employment Agreement [Member] | Frank Ingrande [Member] | ||||||||
Remaining vesting percentage | 33% | |||||||
International Real Estate Development LLC [Member] | Frank Ingrande [Member] | ||||||||
Remaining Interest percentage | 75% | 75% | ||||||
International Real Estate Development LLC [Member] | Rancho Costa Verde Development, LLC [Member] | Series A Preferred Stock [Member] | ||||||||
Convertion of stock, shares | 89,000 | 89,000 | ||||||
Chief Executive Officer [Member] | ||||||||
Construction on residential fund | $ 251,000 | |||||||
Chief Executive Officer [Member] | Employment Agreement [Member] | 2022 Plan [Member] | ||||||||
Number of shares stock options | 465,834 | |||||||
Strike price | $ 0.20 | |||||||
Stock option vesting percentage | 25% | |||||||
Remaining vesting percentage | 75% | |||||||
Estimated fair value | $ 90,188 | |||||||
Chief Executive Officer [Member] | Employment Agreement [Member] | 2022 Plan [Member] | Equity Option [Member] | ||||||||
Share-based payment arrangement, expense | $ 16,900 | |||||||
Chief Executive Officer [Member] | Land [Member] | ||||||||
Construction on residential fund | 1,400,000 | |||||||
Chief Executive Officer [Member] | Related Party [Member] | ||||||||
Balance owed to related party | 66,846 | 66,846 | ||||||
Chief Financial Officer [Member] | Employment Agreement [Member] | 2022 Plan [Member] | ||||||||
Number of shares stock options | 465,834 | |||||||
Strike price | $ 0.20 | |||||||
Stock option vesting percentage | 25% | |||||||
Remaining vesting percentage | 75% | |||||||
Estimated fair value | $ 90,188 | |||||||
Chief Financial Officer [Member] | Employment Agreement [Member] | 2022 Plan [Member] | Equity Option [Member] | ||||||||
Share-based payment arrangement, expense | 16,900 | |||||||
Chief Financial Officer [Member] | Related Party [Member] | ||||||||
Balance owed to related party | 66,846 | 66,846 | ||||||
President [Member] | Employment Agreement [Member] | 2022 Plan [Member] | ||||||||
Number of shares stock options | 465,834 | |||||||
Strike price | $ 0.20 | |||||||
Stock option vesting percentage | 25% | |||||||
Remaining vesting percentage | 75% | |||||||
Estimated fair value | $ 90,188 | |||||||
President [Member] | Employment Agreement [Member] | 2022 Plan [Member] | Equity Option [Member] | ||||||||
Share-based payment arrangement, expense | 16,900 | |||||||
President [Member] | Related Party [Member] | ||||||||
Balance owed to related party | $ 66,846 | $ 66,846 |
SCHEDULE OF PROMISSORY NOTES (D
SCHEDULE OF PROMISSORY NOTES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total Notes Payable | $ 2,694,762 | $ 2,674,762 |
Less discounts | ||
Total Promissory notes, net of discount | 2,694,762 | 2,674,762 |
Less current portion | (2,694,762) | (2,674,762) |
Total Promissory notes, net of discount - long term | ||
Cash Call, Inc [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Notes Payable | 24,785 | 24,785 |
Christopher Elder Member Note One [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Notes Payable | 1,500 | 1,500 |
Christopher Elder Member Note Two [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Notes Payable | 76,477 | 76,477 |
Bobbie Allen Griffith [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Notes Payable | 250,000 | 250,000 |
George Banker [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Notes Payable | 42,500 | 97,500 |
George Robles [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Notes Payable | 37,500 | 37,500 |
Kitchner [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Notes Payable | 75,000 | |
Victrix [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Notes Payable | 400,000 | 400,000 |
Redwood Trust [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Notes Payable | $ 1,787,000 | $ 1,787,000 |
SCHEDULE OF PROMISSORY NOTES _2
SCHEDULE OF PROMISSORY NOTES (Details) (Parenthetical) | 6 Months Ended | ||||
Jun. 30, 2024 | Sep. 05, 2023 | Aug. 11, 2023 | Jan. 21, 2021 | Mar. 19, 2018 | |
Cash Call, Inc [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt instrument, maturity date | August 2020 | ||||
Debt instrument, interest rate | 94% | ||||
Christopher Elder Member Note One [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt instrument, maturity date | March 2020 | ||||
Debt instrument, interest rate | 10% | ||||
Christopher Elder Member Note Two [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt instrument, maturity date | March 2021 | ||||
Debt instrument, interest rate | 15% | ||||
Bobbie Allen Griffith [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt instrument, maturity date | May 2024 | ||||
Debt instrument, interest rate | 15% | 15% | |||
George Banker [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt instrument, maturity date | October 2023 | ||||
Debt instrument, interest rate | 15% | 15% | |||
George Robles [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt instrument, maturity date | November 2023 | ||||
Debt instrument, interest rate | 10% | ||||
Kitchner [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt instrument, maturity date | July 2024 | ||||
Debt instrument, interest rate | 10% | ||||
Victrix [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt instrument, maturity date | August 2024 | ||||
Debt instrument, interest rate | 20% | ||||
Redwood Trust [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Debt instrument, maturity date | January 2024 | ||||
Debt instrument, interest rate | 12% | 12% |
SCHEDULE OF CONVERTIBLE NOTES (
SCHEDULE OF CONVERTIBLE NOTES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
Total convertible notes | $ 545,285 | $ 9,585,111 |
Less discounts | (25,654) | (33,034) |
Total convertible notes, net of discount | 519,631 | 9,552,077 |
Less current portion | (519,631) | (9,552,077) |
Total convertible notes, net of discount - long term | ||
1800 Diagonal Convertible Note #5 [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes | 55,000 | |
1800 Diagonal Convertible Note #6 [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes | 68,511 | |
1800 Diagonal convertible note #7 [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes | 45,285 | 61,600 |
Mast Hill Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes | 250,000 | 250,000 |
Blue Lake Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes | 250,000 | 250,000 |
International Real Estate Development [Member] | ||
Short-Term Debt [Line Items] | ||
Total convertible notes | $ 8,900,000 |
SCHEDULE OF CONVERTIBLE NOTES_2
SCHEDULE OF CONVERTIBLE NOTES (Details) (Parenthetical) | 6 Months Ended |
Jun. 30, 2024 | |
1800 Diagonal Convertible Note #5 [Member] | |
Short-Term Debt [Line Items] | |
Debt, interest rate | 9% |
Debt instrument, maturity date, description | June 2024 |
1800 Diagonal Convertible Note #6 [Member] | |
Short-Term Debt [Line Items] | |
Debt, interest rate | 10% |
Debt instrument, maturity date, description | September 2024 |
1800 Diagonal convertible note #7 [Member] | |
Short-Term Debt [Line Items] | |
Debt, interest rate | 10% |
Debt instrument, maturity date, description | September 2024 |
Mast Hill Convertible Note [Member] | |
Short-Term Debt [Line Items] | |
Debt, interest rate | 16% |
Debt instrument, maturity date, description | March 2023 |
Blue Lake Convertible Note [Member] | |
Short-Term Debt [Line Items] | |
Debt, interest rate | 16% |
Debt instrument, maturity date, description | March 2023 |
International Real Estate Development [Member] | |
Short-Term Debt [Line Items] | |
Debt, interest rate | 5% |
Debt instrument, maturity date, description | March 2024 |
PROMISSORY NOTES (Details Narra
PROMISSORY NOTES (Details Narrative) | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 27, 2023 | Aug. 02, 2022 USD ($) | Jan. 21, 2021 USD ($) a | Mar. 19, 2018 USD ($) | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 06, 2023 USD ($) a shares | Sep. 05, 2023 USD ($) | Sep. 01, 2023 USD ($) | Aug. 11, 2023 USD ($) | Dec. 15, 2020 USD ($) | |
Short-Term Debt [Line Items] | |||||||||||
Debt discount and stock payable | $ 25,654 | $ 33,034 | |||||||||
Principal balance outstanding | $ 2,694,762 | 2,674,762 | |||||||||
Victrix LLC [Member] | Promissory Note [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Acres of land | a | 80 | ||||||||||
Debt instrument face amount | $ 400,000 | ||||||||||
Debt instrument, interest rate | 20% | ||||||||||
Collatrized shares of common stock | shares | 2,000,000 | ||||||||||
Redwood Trust [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Acres of land | a | 80 | ||||||||||
Debt instrument face amount | $ 1,787,000 | ||||||||||
Debt instrument, interest rate | 12% | 12% | |||||||||
Debt instrument, periodic payment | $ 17,870 | ||||||||||
Debt instrument, maturity date | Feb. 01, 2023 | ||||||||||
Payments for Mortgage Deposits | $ 387,000 | ||||||||||
[custom:DebtInstrumentExtendedMaturityDate] | Jan. 01, 2024 | ||||||||||
Principal balance outstanding | $ 1,787,000 | 1,787,000 | |||||||||
Cash Call, Inc [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument face amount | $ 23,641 | $ 75,000 | |||||||||
Debt instrument, interest rate | 94% | ||||||||||
Debt instrument, periodic payment | $ 3,152 | ||||||||||
Debt instrument, maturity date | Aug. 01, 2020 | ||||||||||
Debt discount and stock payable | $ 7,500 | ||||||||||
Principal balance outstanding | 24,785 | 24,785 | |||||||||
Christopher Elder [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument face amount | $ 126,477 | ||||||||||
Debt instrument, interest rate | 18% | ||||||||||
Principal balance outstanding | 76,477 | 76,477 | |||||||||
Interest expense debt | 2,868 | ||||||||||
Accrued interest | $ 37,839 | 34,971 | |||||||||
Bobbie Allen Griffith [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument face amount | $ 215,000 | ||||||||||
Debt instrument, interest rate | 15% | 15% | |||||||||
Debt instrument, periodic payment | 250,000 | ||||||||||
Debt discount and stock payable | 20,777 | ||||||||||
Principal balance outstanding | $ 250,000 | 250,000 | |||||||||
Interest expense debt | 3,875 | ||||||||||
Accrued interest | 19,375 | 15,500 | |||||||||
Principal balance outstanding | $ 250,000 | 250,000 | |||||||||
George Banker [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument face amount | $ 150,000 | ||||||||||
Debt instrument, interest rate | 15% | 15% | |||||||||
Debt discount and stock payable | 5,769 | ||||||||||
Principal balance outstanding | $ 42,500 | 97,500 | |||||||||
Accrued interest | 22,500 | 22,500 | |||||||||
Principal balance outstanding | $ 42,500 | ||||||||||
George Robles [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument face amount | $ 100,000 | ||||||||||
Debt instrument, interest rate | 10% | ||||||||||
Debt discount and stock payable | 5,393 | ||||||||||
Principal balance outstanding | $ 37,500 | 37,500 | |||||||||
Accrued interest | 7,500 | 7,500 | |||||||||
George Robles [Member] | Minimum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, interest rate | 5% | ||||||||||
George Robles [Member] | Maximum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, interest rate | 10% | ||||||||||
Kitchner [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument face amount | $ 75,000 | ||||||||||
Debt instrument, interest rate | 10% | ||||||||||
Principal balance outstanding | $ 75,000 | ||||||||||
Kitchner [Member] | Maximum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, interest rate | 10% |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Dec. 05, 2023 | Sep. 13, 2023 | Sep. 06, 2023 | Jan. 01, 2023 | Mar. 28, 2022 | Mar. 23, 2022 | Mar. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | ||||||||||
Net proceeds | $ 100,000 | |||||||||
Debt instrument converted amount | 49,126 | |||||||||
Debt discount | 25,654 | $ 33,034 | ||||||||
Interest expense, amortized | $ 203,607 | |||||||||
Rancho Costa Verde Development, LLC [Member] | International Real Estate Development LLC [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest expense | 111,250 | |||||||||
Debt instrument, interest rate, stated | 12% | |||||||||
Debt instrument maturity date | Jun. 30, 2024 | |||||||||
Principal amount | $ 8,900,000 | |||||||||
Debt instrument, interest rate | 5% | |||||||||
Debt instrument, periodic payment | $ 2,225,000 | |||||||||
Debt instrument, description | The convertible note is convertible commencing on April 1, 2023 at the option of the holder into shares of common stock at a 10% discount to market price. The Company can prepay the convertible note at any time | |||||||||
Convertible notes payable | $ 8,900,000 | |||||||||
Accured interest | $ 556,250 | |||||||||
Rancho Costa Verde Development, LLC [Member] | International Real Estate Development LLC [Member] | Series A Preferred Stock [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Convertion of stock, shares | 89,000 | 89,000 | ||||||||
Convertible Promissory Note [Member] | Diagonal Note #5 [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Gross proceeds | $ 55,000 | |||||||||
Net proceeds | 50,000 | |||||||||
Debt issuance costs | $ 5,000 | |||||||||
Convertible note, percentage | 9% | |||||||||
Debt discount | $ 5,000 | $ 1,946 | 3,473 | |||||||
Interest expense, amortized | 1,527 | |||||||||
Debt instrument, guaranteed | default coupon of 22% | |||||||||
Debt instrument maturity date | Jun. 15, 2024 | |||||||||
Debt instrument, convertible, description | The note includes a prepayment feature at a premium of up to 25% from the issuance date and up to 180 days | |||||||||
Unpaid principal and interest, rate | 50% | |||||||||
Convertible Promissory Note [Member] | Diagonal Note #6 [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Gross proceeds | $ 92,000 | |||||||||
Net proceeds | 75,000 | |||||||||
Debt issuance costs | $ 17,000 | |||||||||
Debt instrument, guaranteed | default coupon of 22% | |||||||||
Debt instrument maturity date | Sep. 06, 2024 | |||||||||
Debt instrument, convertible, description | The note includes a prepayment feature at a premium of up to 25% from the issuance date and up to 180 days | |||||||||
Unpaid principal and interest, rate | 50% | |||||||||
Convertible Promissory Note [Member] | Diagonal Note #7 [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Gross proceeds | $ 61,600 | |||||||||
Net proceeds | 55,000 | |||||||||
Debt issuance costs | $ 6,600 | |||||||||
Convertible note, percentage | 10% | |||||||||
Debt instrument, guaranteed | default coupon of 22% | |||||||||
Debt instrument maturity date | Sep. 15, 2024 | |||||||||
Debt instrument, convertible, description | The note includes a prepayment feature at a premium of up to 25% from the issuance date and up to 180 days | |||||||||
Unpaid principal and interest, rate | 50% | |||||||||
Convertible Promissory Note [Member] | Mast Hill Fund, L.P [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Gross proceeds | $ 250,000 | |||||||||
Net proceeds | 211,250 | |||||||||
Debt issuance costs | 13,750 | |||||||||
Original issuance discount | $ 25,000 | |||||||||
Convertible note, percentage | 16% | |||||||||
Monthly installments amount | $ 35,000 | |||||||||
Number of shares issued for common stock | 225,000 | |||||||||
Number of shares issued for common stock, value | $ 101,000 | |||||||||
Warrants to purchase shares of common stock | 343,750 | |||||||||
Warrant exercise price per share | $ 0.80 | |||||||||
Warrant term | 5 years | |||||||||
Debt conversion price per share | $ 0.35 | |||||||||
Debt instrument converted amount | $ 133,096 | |||||||||
Debt instrument converted amount, shares | 1,664,857 | |||||||||
Long-Term Debt, Gross | $ 250,000 | |||||||||
Interest expense | $ 9,221 | |||||||||
Debt instrument, interest rate, stated | 25% | |||||||||
Debt discount | $ 219,832 | |||||||||
Interest expense, amortized | $ 0 | 0 | ||||||||
Convertible Promissory Note [Member] | Blue Lake Partners LLC [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Gross proceeds | $ 250,000 | |||||||||
Net proceeds | 211,250 | |||||||||
Debt issuance costs | 13,750 | |||||||||
Original issuance discount | $ 25,000 | |||||||||
Convertible note, percentage | 16% | |||||||||
Monthly installments amount | $ 35,000 | |||||||||
Number of shares issued for common stock | 225,000 | |||||||||
Number of shares issued for common stock, value | $ 101,000 | |||||||||
Warrants to purchase shares of common stock | 343,750 | |||||||||
Warrant exercise price per share | $ 0.80 | |||||||||
Warrant term | 5 years | |||||||||
Debt conversion price per share | $ 0.35 | |||||||||
Long-Term Debt, Gross | 250,000 | |||||||||
Debt instrument, interest rate, stated | 25% | |||||||||
Debt discount | $ 219,607 | |||||||||
Interest expense, unamortized | $ 0 | $ 0 |
SCHEDULE OF RELATED PARTY PROMI
SCHEDULE OF RELATED PARTY PROMISSORY NOTES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
Total promissory notes, net of discount current | $ 2,694,762 | $ 2,674,762 |
Promissory Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Total promissory notes, net of discount current | 239,526 | 104,498 |
Promissory Notes [Member] | Frank Ingrande [Member] | ||
Short-Term Debt [Line Items] | ||
Total promissory notes, net of discount current | 10,394 | |
Promissory Notes [Member] | Lisa Landau [Member] | ||
Short-Term Debt [Line Items] | ||
Total promissory notes, net of discount current | $ 239,526 | $ 94,104 |
SCHEDULE OF FAIR VALUE OF CONSI
SCHEDULE OF FAIR VALUE OF CONSIDERATION TRANSFERRED (Details) - Rancho Costa Verde Development, LLC [Member] - USD ($) | 1 Months Ended | ||
Jan. 03, 2023 | Jan. 01, 2023 | May 31, 2021 | |
Business Acquisition [Line Items] | |||
Fair value of common stock | $ 1,800,000 | ||
Fair value of common stock warrants | 2,674,972 | ||
Promissory notes | 8,900,000 | ||
Fair value of consideration transferred | $ 13,374,972 | $ 13,500,000 | $ 2,680,000 |
SCHEDULE OF PROVISIONAL PURCHAS
SCHEDULE OF PROVISIONAL PURCHASE PRICE ALLOCATION (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Jan. 03, 2023 |
Business Acquisition [Line Items] | |||
Goodwill | $ 11,118,187 | $ 11,118,187 | |
Rancho Costa Verde Development, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 321,916 | ||
Accounts receivable | 1,900,388 | ||
Other current assets | 342,574 | ||
Fixed Assets | 16,213,967 | ||
Accounts payable and accrued expenses | (652,329) | ||
Mortgage loans | (6,576,566) | ||
Related party notes | (16,545) | ||
Deferred revenue | (9,276,620) | ||
Net Assets Acquired | 2,256,785 | ||
Goodwill | 11,118,187 | ||
Total consideration | $ 13,374,972 |
SCHEDULE OF PRO FORMA FINANCIAL
SCHEDULE OF PRO FORMA FINANCIAL INFORMATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | ||
Pro forma net revenues | $ 1,090,617 | $ 1,516,622 |
Pro forma net loss | $ (1,110,022) | $ (926,798) |
SCHEDULE OF FAIR VALUE OF COMMO
SCHEDULE OF FAIR VALUE OF COMMON STOCK WARRANTS (Details) - Common Stock Warrants [Member] | Dec. 31, 2023 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, term | 5 years |
Measurement Input, Exercise Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 0.10 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 145 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 3.94 |
Measurement Input Forfeitures [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 0 |
BUSINESS ACQUISITION IN STAGE_2
BUSINESS ACQUISITION IN STAGES (Details Narrative) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 03, 2023 USD ($) a shares | Jan. 01, 2023 USD ($) | May 31, 2021 USD ($) a shares | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||||
Investment principal amount | $ 2,680,000 | $ 0 | ||||
Rancho Costa Verde Development, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquire percentage | 75% | 25% | ||||
Business combination, consideration transferred | $ 13,374,972 | $ 13,500,000 | $ 2,680,000 | |||
Business combination, consideration transferred, other | 8,900,000 | |||||
Business acquisition, equity interest issued or issuable, number of shares | shares | 3,000,000 | |||||
Business combination, consideration transferred, equity interests issued and issuable | 1,800,000 | |||||
Common stock warrants to purchase | $ 2,674,972 | |||||
Land in acres | a | 1,100 | |||||
Rancho Costa Verde Development, LLC [Member] | International Real Estate Development LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Debt Instrument, Face Amount | $ 8,900,000 | |||||
Debt instrument periodic payment | $ 2,225,000 | |||||
Debt instrument, maturity date | Jun. 30, 2024 | |||||
Debt instrument, interest rate, effective percentage | 12% | |||||
Interest expense, operating and nonoperating | $ 111,250 | |||||
IRED [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquire percentage | 75% | |||||
Securities Purchase Agreement [Member] | Rancho Costa Verde Development, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquire percentage | 25% | |||||
Securities Purchase Agreement [Member] | Rancho Costa Verde Development, LLC [Member] | International Real Estate Development LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquire percentage | 75% | |||||
Business combination, consideration transferred | $ 13,400,000 | |||||
Business combination, consideration transferred, other | $ 8,900,000 | |||||
Business acquisition, equity interest issued or issuable, number of shares | shares | 20,000,000 | |||||
Business combination, consideration transferred, equity interests issued and issuable | $ 1,800,000 | |||||
Common stock warrants to purchase | 33,000,000 | |||||
Business acquisition, equity interest issued or issuable, value assigned | 2,700,000 | |||||
Debt Instrument, Face Amount | 8,900,000 | |||||
Debt instrument periodic payment | $ 2,225,000 | |||||
Convertible note, percentage | 5% | |||||
Debt instrument, maturity date | Jun. 30, 2024 | |||||
Debt instrument, interest rate, effective percentage | 12% | |||||
Conversion rate | 10% | |||||
Interest expense, operating and nonoperating | $ 445,000 | |||||
Land in acres | a | 1,100 |
EQUITY METHOD INVESTMENT (Detai
EQUITY METHOD INVESTMENT (Details Narrative) - Rancho Costa Verde Development, LLC [Member] - USD ($) | 1 Months Ended | |||
Jan. 03, 2023 | Jan. 01, 2023 | May 31, 2021 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Equity investement acquired percentage | 75% | 25% | ||
Number of shares issued in acquisition | 3,000,000 | |||
Share price | $ 0.86 | |||
Consideration paid in cash | $ 100,000 | |||
Consideration amount | $ 13,374,972 | $ 13,500,000 | 2,680,000 | |
Investment cost value | $ 2,680,000 | |||
Impairment of equity investment | $ 2,089,337 | |||
Securities Purchase Agreement [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Equity investement acquired percentage | 25% | |||
Securities Purchase Agreement [Member] | International Real Estate Development LLC [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Equity investement acquired percentage | 75% | |||
Number of shares issued in acquisition | 20,000,000 | |||
Consideration amount | $ 13,400,000 | |||
Contractual consideration | $ 13,500,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 6 Months Ended | 12 Months Ended | |||
Sep. 25, 2019 USD ($) shares | Jun. 30, 2024 USD ($) a | Dec. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2019 USD ($) a | |
Net budget | $ 1,556,000 | $ 1,556,000 | |||
Net budget inclusive of lots construction | 995,747 | 995,747 | |||
Commitment amount | 560,250 | 560,250 | |||
Land Purchase Agreement [Member] | |||||
Purchase price of land | $ 1,000,000 | ||||
Initial construction budget of land | 150,000 | ||||
Land Purchase Agreement [Member] | Promissory Note [Member] | |||||
Purchase price of land | 150,000 | ||||
Land Purchase Agreement [Member] | Preferred Stock [Member] | |||||
Preferred stock value | $ 600,000 | ||||
Land Purchase Agreement [Member] | Common Stock [Member] | |||||
Common stock shares | shares | 250,000 | ||||
Contract For Deed Agreement [Member] | IntegraGreen [Member] | |||||
Purchase price of land | $ 630,000 | ||||
Area of land acquired | a | 20 | ||||
Balance of balloon payment | $ 63,000 | ||||
Debt instrument principal amount | 403,020 | ||||
Oasis Park Resort Construction Budget [Member] | |||||
Total budget | $ 512,000 | ||||
Payment for budget | $ 118,600 | ||||
Commitment paid | $ 393,400 | $ 393,400 | |||
Valle Divino [Member] | |||||
Area of land acquired | a | 20 | ||||
Valle Divino [Member] | Valdetierra S.A de C.V. [Member] | Roberto Valdes [Member] | |||||
Attributable Interest | 100% |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
Number of Warrants, Outstanding Beginning | 38,107,500 | |
Weighted Average Exercise Price Outstanding Beginning | $ 0.16 | |
Weighted Average Remaining Contract Term (Year), Warrants Outstanding, Beginning | 4 years 2 months 1 day | |
Number of Warrants, Granted | ||
Weighted Average Exercise Price Warrants Granted | ||
Weighted Average Remaining Contract Term (Year), Warrants Granted | ||
Number of Warrants, Exercised | ||
Weighted Average Exercise Price Warrants Exercised | ||
Weighted Average Remaining Contract Term (Year), Warrants Exercised | ||
Number of Warrants, Forfeit/Canceled | ||
Weighted Average Exercise Price Forfeit/Canceled | ||
Number of Warrants, Outstanding Ending | 38,107,500 | 38,107,500 |
Weighted Average Exercise Price Outstanding Ending | $ 0.16 | $ 0.16 |
Weighted Average Remaining Contract Term (Year), Warrants outstanding, Ending | 3 years 8 months 1 day | |
Number of Warrants, Exercisable Ending | 38,107,500 |
SCHEDULE OF OPTION ACTIVITY (De
SCHEDULE OF OPTION ACTIVITY (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
Number of Options, Outstanding Beginning | 6,000,000 | |
Weighted Average Exercise Price Outstanding Beginning | $ 0.34 | |
Options Outstanding, Weighted Average Remaining Contractual Life | 2 years 7 months 20 days | 3 years 1 month 20 days |
Number of Options, Granted | ||
Weighted Average Exercise Price, Granted | ||
Number of Options, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Options, Forfeited-Canceled | ||
Weighted Average Exercise Price, Forfeited-Canceled | ||
Number of Options, Outstanding Ending | 6,000,000 | 6,000,000 |
Weighted Average Exercise Price Outstanding Ending | $ 0.34 | $ 0.34 |
Number of Options,Exercisable | 6,000,000 |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Oct. 31, 2023 | Jun. 02, 2023 | Jul. 26, 2021 | Nov. 06, 2019 | Oct. 31, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 01, 2022 | Dec. 31, 2021 | Aug. 26, 2020 | Feb. 11, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | |||||||||||||
Preferred stock, shares authorized | 2,010,000 | 2,010,000 | ||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Common stock, shares issued | 86,759,195 | 86,759,195 | 79,658,165 | |||||||||||||
Common stock, shares outstanding | 83,759,195 | 83,759,195 | 76,658,165 | |||||||||||||
Number of options granted | ||||||||||||||||
Option issued and outstanding | 6,000,000 | 6,000,000 | 6,000,000 | |||||||||||||
Common stock issued for consulting services | $ 66,000 | $ 100,919 | $ 15,000 | |||||||||||||
Number of shares issued for acquisitions, value | $ 1,800,000 | |||||||||||||||
Temporary equity value | 603,500 | $ 603,500 | $ 603,500 | $ 293,500 | ||||||||||||
Common stock issued for warrant exercise, shares | 94,827 | |||||||||||||||
Principal balance | 2,694,762 | $ 2,694,762 | 2,674,762 | |||||||||||||
Interest payable | 1,359,705 | 1,359,705 | 1,756,937 | |||||||||||||
Aggregate intrinsic value | $ 0 | $ 0 | 0 | |||||||||||||
Six-Twenty Management LLC [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Principal balance | 1,414,338 | |||||||||||||||
Interest payable | $ 171,825 | |||||||||||||||
Cleanspark Inc [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Common stock, shares issued | 350,000 | |||||||||||||||
Proceeds from equity offerings | $ 500,000 | |||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Common stock issued for consulting services, shares | 2,552,595 | 100,000 | ||||||||||||||
Common stock issued for consulting services | $ 166,919 | $ 15,000 | ||||||||||||||
Promissory Note Agreement [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Series A preferred shares issued | 550,000 | |||||||||||||||
Common stock issued for note payable | $ 47,415 | |||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Agreement description | The Securities Purchase Agreement (“SPA”) states that the in-kind accrual rate should be increased by10% per annum upon each occurrence of an event of default. In addition, the SPA further states that the conversion price initially set at a discount of 35% to the market price should be further increased by an additional 10% upon each occurrence of an event of default. At the date of their Annual Report, CleanSpark claims that the Company was in default in three instances triggering further discount to the market price for the conversion feature and additional accrual rate. Management has recorded for this additional default and interest expense as noted in the previous paragraph. The Company has not been served with any notice of default stating the specific default events but will continue to accrue the additional default interest until the matter is resolved. As of the date of the filing of this Annual Report, the parties are cooperating to resolve this matter. | |||||||||||||||
2022 Equity Incentive Plan [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Common stock reserved for issuance | 5,000,000 | |||||||||||||||
Number of options granted | 2,150,000 | |||||||||||||||
2022 Equity Incentive Plan [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Option issued and outstanding | 2,150,000 | 2,150,000 | 2,150,000 | |||||||||||||
2020 Equity Incentive Plan [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Common stock reserved for issuance | 3,000,000 | |||||||||||||||
2020 Equity Incentive Plan [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Option issued and outstanding | 1,700,000 | 1,700,000 | 1,700,000 | |||||||||||||
2019 Equity Incentive Plan [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Common stock reserved for issuance | 3,000,000 | |||||||||||||||
2019 Equity Incentive Plan [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Option issued and outstanding | 2,150,000 | 2,150,000 | 2,150,000 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||
Preferred stock, shares issued | 117,000 | 117,000 | 28,000 | |||||||||||||
Preferred stock, shares outstanding | 117,000 | 117,000 | 28,000 | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Preferred stock, shares issued | 1,000 | 1,000 | 1,000 | |||||||||||||
Preferred stock, shares outstanding | 1,000 | 1,000 | 1,000 | |||||||||||||
Temporary equity value | $ 293,500 | $ 293,500 | $ 293,500 | |||||||||||||
Conversion basis | The holder can convert the Series B into shares of common stock at a discount of 35% to the market price. | |||||||||||||||
Cumulative accrual percentage | 12% | |||||||||||||||
Recognized dividend | $ 1,212,822 | $ 1,212,822 | $ 1,212,822 | |||||||||||||
Series B Preferred Stock [Member] | Cleanspark Inc [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 1,000 | |||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Preferred stock, shares issued | 3,100 | 3,100 | 3,100 | |||||||||||||
Preferred stock, shares outstanding | 3,100 | 3,100 | 3,100 | |||||||||||||
Temporary equity value | $ 310,000 | $ 310,000 | $ 310,000 | |||||||||||||
Cumulative accrual percentage | 12% | |||||||||||||||
Recognized dividend | $ 60,003 | |||||||||||||||
Series C Preferred Stock [Member] | Bigger Capital Fund LP [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 10,000 | |||||||||||||||
Preferred stock, shares issued | 3,100 | |||||||||||||||
Proceeds from equity offerings | $ 310,000 | |||||||||||||||
Temporary equity value | $ 310,000 | $ 310,000 | $ 310,000 | |||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 20,000 | 20,000 | ||||||||||||||
Preferred stock, shares issued | 17,000 | 17,000 | 17,000 | |||||||||||||
Preferred stock, shares outstanding | 17,000 | 17,000 | 17,000 | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||
Preferred stock, stated value | $ 100 | $ 100 | ||||||||||||||
Preferred stock, redemption terms | The Series D Preferred Stock has no stated maturity and is subject to a mandatory redemption at 110% of the Stated Value, plus all unpaid dividends in respect of such share (the “Additional Amount”) thereon. | |||||||||||||||
Preferred stock, dividend payment terms | Holders of shares of Series D Preferred Stock are entitled to receive, on each dividend payment date, (i) cumulative cash dividends on each share of Series D Preferred Stock, on a quarterly basis, at a rate of 12% per annum of the Stated Value, plus the Additional Amount thereon, and (ii) dividends in the form of shares of common stock on each share of Series D Preferred Stock, on a quarterly basis, at a rate of 8% per annum on the Stated Value. | |||||||||||||||
Preferred stock, conversion terms | The amount of shares of common stock issuable upon a conversion for each Series D Preferred Stock shall be the Stated Value of such share plus the Additional Amount divided by the Conversion Price (as defined below). The “Conversion Price” for each Series D Preferred Stock is, the lower of the price per share at which a Qualified Offering (as defined below) is made (the “Qualified Offering Price”) or 80% of the average of the closing sale price for the 10 consecutive trading days immediately preceding, but not including, the effective date of the applicable conversion notice | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Number of shares issued for acquisitions | 20,000,000 | |||||||||||||||
Number of shares issued for acquisitions, value | $ 1,800,000 | |||||||||||||||
Series D Convertible Preferred Stock [Member] | Six-Twenty Management LLC [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Interest payable | $ 17,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Common stock, shares issued | 85,064,195 | 85,064,195 | ||||||||||||||
Common stock, shares outstanding | 82,064,195 | 82,064,195 | ||||||||||||||
Common stock issued for consulting services, shares | 1,000,000 | 1,552,595 | 100,000 | |||||||||||||
Common stock issued for consulting services | $ 1,000 | $ 1,553 | $ 100 | |||||||||||||
Stock issued during period, shares, conversion of convertible securities | 1,223,776 | 1,077,164 | 1,077,164 | |||||||||||||
Number of shares issued for acquisitions | 20,000,000 | |||||||||||||||
Number of shares issued for acquisitions, value | $ 20,000 | |||||||||||||||
Common stock issued for warrant exercise, shares | 195,000 | 94,827 | ||||||||||||||
Common Stock [Member] | Convertible Notes and Notes Payable [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock issued during period, shares, conversion of convertible securities | 1,223,776 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Series A preferred shares issued | 2,484,832 | 267,310 | ||||||||||||||
Aggregate intrinsic value | $ 0 | $ 0 | $ 0 | |||||||||||||
Warrant [Member] | Bigger Capital Fund LP [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Exercise price of warrants | $ 0.68 | $ 0.07 | ||||||||||||||
Number of shares issued | 1,240,000 | |||||||||||||||
Reduction of exercise price of warrants | $ 0.07 | |||||||||||||||
Number of warrants shares | 2,740,000 | |||||||||||||||
Share-based compensation expenses | $ 123,896 | |||||||||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Common stock issued for consulting services | ||||||||||||||||
Series A preferred shares issued | 89,000 | |||||||||||||||
Number of shares issued for acquisitions, value | ||||||||||||||||
Convertible note | 8,900,000 | $ 8,900,000 | ||||||||||||||
Accrued interest | $ 556,250 | |||||||||||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Common stock issued for consulting services | ||||||||||||||||
Number of shares issued for acquisitions, value | ||||||||||||||||
Preferred Stock [Member] | Series C Preferred Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Common stock issued for consulting services | ||||||||||||||||
Series A preferred shares issued | 289,824 | |||||||||||||||
Number of shares issued for acquisitions, value | ||||||||||||||||
Preferred Stock [Member] | Series D Preferred Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Common stock issued for consulting services |