Overview of Our Company

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





Overview

As of September 30, 2019, we had:





    ?   Continued our research and marketing efforts to identify potential home
        buyers in the United States, Canada, Europe, and Asia. Through the
        formation of a partnership with a similar development company in the Baja
        California Norte Region of Mexico, we have been able to leverage
        additional resources with the use of their established and proven
        marketing plan which can help us with sophisticated execution and the
        desired results for residential lot sales and development.

    ?   Completed development of our interactive website for visitors to view
        condominium and villa options and allow customization;

    ?   Assumed title of the Oasis Park Resort in San Felipe. As progress
        continues on the development of the Oasis Park Resort, we are expecting
        the transfer of title on the Villas del Enologo in Rancho Tecate and Valle
        Divino in Ensenada, Baja California in the near future as it continues to
        follow the necessary steps to complete this legal process.

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

Results of Operations for the Three and nine Months Ended September 30, 2019 Compared to the Three and nine Months Ended September 30, 2018

We recorded revenues for the three and nine months ended September 30, 2019 of $8,493 and $463,799, respectively, as we were able to satisfy our performance obligation and recognize sales of lots related to our Oasis Park Resort having assumed title of the property in June 2019. We did not record any revenues for the three and nine months ended September 30, 2018. Total cost of revenues for the three and nine months ended September 30, 2019 were $799 and $21,042, respectively. There was no cost of revenues for the three or nine months ended September 30, 2018. Total operating expenses recorded for the three and nine months ended September 30, 2019 were $426,024 and $1,094,737, respectively, compared to $89,374 and $486,009, respectively, for the three and nine months ended September 30, 2018. We had a net loss during the three and nine months ended September 30, 2019, of $513,721 and $923,935 respectively; and a net loss of $111,117 and $555,806, respectively during the three and nine months ended September 30, 2018.

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





    ?   The acquisition of land with lots for sale;

    ?   The sale price of future lots, compared to the sale price of lots in other
        resorts in Mexico;

    ?   The cost to construct a home on the lots to be transferred, and the
        quality of construction;

    ?   The quality of our amenities; and

    ?   The global economy and the demand for vacation homes.

    ?   The negotiations to extend or refinance our debt in default

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

Capital Resources and Liquidity

Cash was $312 and $971 at September 30, 2019 and December 31, 2018, respectively. As shown in the accompanying financial statements, we recorded a loss of $513,721 and $923,935, respectively, for the three and nine months ended September 30, 2019 and $111,117 and $555,806, respectively, for the three and nine months ended September 30, 2018. Our working capital deficit at September 30, 2019 was $853,613 and net cash flows used in operating activities for nine months ended September 30, 2019 were $(798,939). These factors and our limited ability to raise additional capital to accomplish our objectives, raise doubt about our ability to continue as a going concern. We expect our expenses will continue to increase during the foreseeable future as a result of increased operations and the development of our current business operations. We anticipate generating continued revenues over the next twelve months as we continue to market the sale of lots held for sale, now having assumed title of our Oasis Park Resort property; however, we there can be no assurance that such revenue will be sufficient to cover our expenses. Consequently, we expect to be dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.

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





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

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





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




Operating Activities

Net cash flows used in operating activities for the nine months ended September 30, 2019 was ($798,939) which resulted primarily due to the loss of $923,935 offset by non-cash share-based compensation of $266,842 and a decrease in accrued expenses of $303,339. Net cash flows used in operating activities for the nine months ended September 30, 2018 was $(628,461) which primarily resulted due to the loss of $555,806 and a decrease in accrued expenses of $94,402.





Investing Activities

Net cash flows used in investing activities was ($476,525) for the nine months ended September 30, 2019. The funds were used for the acquisition of an investment property. There were no investment cash activities for the nine months ended September 30, 2018.





Financing Activities

Net cash flows provided by financing activities for the nine months ended September 30, 2019 was $1,274,805 primarily from cash proceeds from sale of common stock and warrants of $194,000, cash proceeds from sale of common stock, warrants and plots of land promised to investors, net of expenses of $136,316, cash proceeds from warrant exercises of $130,000, cash proceeds from notes payable of $1,730,851, cash proceeds from convertible promissory notes of $75,000 net of cash payments on convertible debt and promissory notes of $991,362. Net cash flows provided by financing activities for the nine months ended September 30, 2018 was $638,399 primarily from cash proceeds from sale of common stock and warrants of $81,000, and cash proceeds from sale of common stock, warrants and plots of land promised to investors, net of expenses of $402,500, cash proceeds from warrant exercise of $8,000 and cash proceeds from note payable of $119,999, cash proceeds of $50,000 from convertible notes payable, net of repayment on promissory notes of $23,100.

As a result of these activities, we experienced an decrease in cash and cash equivalents of $659 for the nine months ended September 30, 2019 and an increase in cash and cash equivalents of $9,938 for the nine months ended September 30, 2018, respectively. Our ability to continue as a going concern is still dependent on our success in obtaining additional financing from investors or from sale of our common shares.

Off-Balance Sheet Arrangements

Since our inception through September 30, 2019, we have not engaged in any off-balance sheet arrangements.





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Recent Accounting Pronouncements

We have adopted all applicable recently issued accounting pronouncements. The adoption of the accounting pronouncements did not have a material effect on our operations.

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