{"url_path":"/sec/ilal/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 Description of Business.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1657214/0001493152-26-019199-index.html","accession_number":"0001493152-26-019199","cik":"0001657214","ticker":"ILAL","issuer_name":"International Land Alliance Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1657214/0001493152-26-019199-index.html","primary_entity_key":"0001657214","primary_entity_name":"International Land Alliance Inc."},"word_count":2355,"has_tables":true,"body_markdown":"**Item\n1. Description of Business.**\n\n \n\nInternational\nLand Alliance, Inc. (the “Company”, “ILAL”, or “we”) was incorporated under the laws of the State\nof Wyoming on September 26, 2013 (inception).\n\n \n\nThe\nCompany is a residential land development company with target properties located in the Baja California, Northern region of Mexico and\nSouthern California. The Company’s principal activities are purchasing properties, obtaining zoning and other entitlements required\nto subdivide the properties into residential and commercial building lots, securing financing for the purchase of the lots, improving\nthe properties infrastructure and amenities, and selling the plots to homebuyers, retirees, investors, and commercial developers.\n\n \n\nOn\nJune 30, 2011, International Land Alliance, SA De CV (“ILA Mexico”) was formed as a Mexican corporation to acquire from Baja\nResidents Club, S.A., a related-party Mexican corporation, 497 acres south of San Felipe, Baja California, known as the Oasis Park project\nand also 20 acres in Ensenada, Baja California, known as the Valle Divino project. On October 1, 2013, Roberto Jesus Valdez, Jason A.\nSunstein and Elizabeth Roemer transferred their interest in Oasis Park and Valle Divino real estate projects to ILA Mexico in exchange\nfor 7,500 shares of ILA Mexico. On October 1, 2013, we issued 75,000 shares of our common stock to each Roberto Jesus Valdez, and Jason\nSunstein and 20,000 shares of our common stock to Elizabeth Roemer in exchange for all of the outstanding shares of ILA Mexico. As a\nresult of this transaction, ILA Mexico became our wholly owned subsidiary.\n\n \n\nOn\nOctober 1, 2013, the Company entered into a promissory agreement with Grupo Jataya, S.A. DE C.V. (“Grupo”), a Mexican corporation\ncontrolled by our chairman of the board, Roberto Valdes, to convey into an irrevocable trust, with ILAL named as beneficiary, to acquire\n10 acres of land in Ensenada, Baja California, known as the Valle Divino, free of lien and encumbrances.\n\n \n\nOn\nMarch 5, 2019, the Company received its trading symbol “ILAL” from FINRA. On April 4, 2019, the Company was approved to have\nits common stock traded on the OTCQB. On April 12, 2019, the Company became eligible for electronic clearing and settlement through the\nDepositary Trust Company (“DTC”) in the United States.\n\n \n\nOn\nMarch 18, 2019, the Company acquired real property located in Hemet, California, which included approximately 80 acres of land and two\nstructures for $1.1 million. The property includes the main parcel of land with existing structures along with three additional parcels\nof land which are vacant lots to be used for the purpose of land development. The Company was generating lease income from this property\nup until October 1, 2021, at which point, the Company recognized revenue from the sale of 20 acres of land pursuant to Accounting Standard\nCodification (“ASC”) 606.\n\n \n\nIn\nOctober 2019, the Company entered into an agreement with Valdeland, S.A. de C.V.(“Valdeland”), a Mexican corporation\ncontrolled by our chairman of the board, Roberto Valdes, to acquire 1 acre of land at the Bajamar Ocean Front Golf Resort in\nEnsenada, Baja California, known as the Plaza Bajamar. The transfer of title for this project is subject to approval from the\nMexican government in Baja California. Although management believes that the transfer of title to the land will be approved and\ntransferred by the end of our second fiscal quarter of 2026, there is no assurance that such transfer of title will be approved in that\ntime frame or at all.\n\n \n\n4\n\n \n\n \n\nIn\nJuly 2020, the Company filed the Articles of Organization with the California Secretary of State for Emerald Grove Estates, LLC (“Emerald\nEstates”). Emerald Estates is a wholly owned subsidiary of the Company. The purpose of Emerald Estates is agriculture and land\ndevelopment. On January 27, 2021, Jason Sunstein and ILAL granted the deed of the property in Sycamore Road, Hemet, California to Emerald\nEstates.\n\n \n\nOn\nMay 3, 2021, the Company acquired a 25% interest in Rancho Costa Verde Development, LLC (“RCVD”). RCVD is a successful developer\nof a 1,100-acre, 1,200-lot master planned community in Baja California, located roughly eight (8) km north of ILA’s Oasis Park\nResort. Such investment was accounted for under the equity method of investment under ASC 323 *Investments - Equity method and Joint\nVentures*. On January 3, 2023, the Company acquired the remaining 75% for a total contractual consideration of $13.5 million.\n\n \n\nOn\nDecember 16, 2025, the Company closed on the acquisition of 300 acres of land and structures located adjacent to the Company’s\nRancho Costa Verde development for a total consideration of $1.65 million. This purchase is subdivided into 7 parcels and consists of\napproximately 300 residential homesites, 12 existing tiny homes, and 2 completed homes.\n\n \n\nOn\nJune 19, 2025, we filed with the Wyoming Secretary of State a Certificate of Amendment to our Articles of Incorporation to increase the\nnumber of authorized shares of our common stock from 150,000,000 to 250,000,000.\n\n \n\nOn\nJanuary 30, 2026, we filed with the Wyoming Secretary of State an Articles of Amendment to our Articles of Incorporation to effect the\nreverse stock split of all outstanding shares of our common stock at a ratio of 1-for-50. All share and per share numbers in this report have been adjusted to give effect to our reverse split at a ratio\nof 1-for-50 effected on February 4, 2026.\n\n \n\n**Industry\nOverview**\n\n \n\nMexico’s\nreal estate industry has experienced a wave of growth brought about by foreign investment with the creation of investment trusts in 1993\n(“fideicomiso”) and significant changes in regulations, primarily NAFTA in 1994, along with competitive land prices and the\nsignificant expansion of new business centers and factories (“Maquiladoras”) across the country over the last 10 years.\n\n \n\nMost\nrecently, this continued growth was fueled by Mexico´s enormously strong domestic market, particularly the rising middle class.\nIn 2018, the country’s middle class was estimated to account for almost half of the total households, at about 16 million. They\nare expected to continue growing, with about 3.8 million more households projected to move into the middle class by 2030. Moreover, most\nMexicans who move generally prefer to buy rather than to rent. Around 82% of Mexicans want to buy a property, as opposed to 18% that\nprefer to rent, according to Lamudi’s recent Real Estate Market Report 2018.\n\n \n\nIn\naddition to a strong domestic market, demand has also been fueled by international buyers from California seeking affordable retirement\nalternatives. Redfin data show the median price of a California home, or the price at the midpoint\nof all sales, was $828,000 in October 2025, remaining essentially flat, with an insignificant decrease from $837,000 in October 2024.\n\n \n\n**Market\nOpportunity**\n\n \n\nFor\nyears, U.S. and Canadian retirees have flocked to Mexico as an alternative overseas retirement destination that was affordable, offered\ndesirable weather and was close to their communities of origin in North America. These attributes have made Mexico the top overseas retirement\ndestination for older Americans, resulting in a building boom that reached its peak during 2005 - 2006 and stretched from Playas de Tijuana-Rosarito\nand Los Cabos along the Baja California peninsula and from Puerto Peñasco, Sonora to Mazatlán, Sinaloa. In southern Mexico,\nthe real estate focus has been on expanding the Cancún corridor to the Riviera Maya.\n\n \n\nMexico\nremains a viable retirement option for Americans aged 50 years and over, offering a reduced cost of living, lower health care expenses,\nand proximity to friends and family in the United States. In addition, over half of survey respondents observed that their motivation\nto purchase a home in Mexico was based on their desire to have a home on or near the coast that would otherwise be unattainable in the\nUnited States.\n\n \n\nIn\naddition to U.S. and Canadian citizens, Baja California has seen a noticeable increase in business from Japan and Europe. With the interest\nin Baja expected to continue along with Mexico’s overall economic growth, we will be well positioned to offer prospective homebuyers\nand investors a luxurious residence with breathtaking views for an affordable price.\n\n \n\n5\n\n \n\n \n\n**Target\nMarket**\n\n \n\nThe\nCompany’s projects will be marketed toward residents of the United States and Canada. Specifically, we will target the influx of\nMaquiladoras (manufacturing facilities run by a foreign company) moving to Mexico as well as the residents of California, Texas, Arizona\nand Washington for the purpose of appealing to their need for a second home or retirement property within driving distance from Southern\nCalifornia. The targeted market includes residents making over $50,000 or a combined household income of $150,000.\n\n \n\nOur\ntarget home buyers are typically professionals who own an existing property. Many are married without children or married with several\nchildren. The target audience enjoys a vacation away from home and often seeks information regarding villas or condominiums as a second\nhome or vacation destination. We plan to provide them with an affordable location for a vacation home in a community that surpasses all\ntheir expectations.\n\n \n\n**Growth\nStrategy**\n\n \n\nWe\nbelieve that growth of homebuilders in Mexico has created opportunities for smaller companies with long-term experience and relationships\nin their local markets. We believe that we can utilize our many strengths to benefit our target market. These strengths include:\n\n \n\n**●**\nbetter\nknowledge of local demand;\n\n**●**\nsuperior\nunderstanding of the entitlement and acquisition process;\n\n**●**\naffordable\nhigh-quality homes and aggressive marketing;\n\n**●**\nlong\nterm relationships with local regulatory authorities, landowners, designers, and contractors; and\n\n**●**\nfaster\nand less cumbersome financing processes.\n\n \n\nIt\nis our plan to utilize these advantages to move more quickly and address the needs of those in our target market, especially retirees\nlooking to purchase a home in Mexico.\n\n \n\n**Competition**\n\n \n\nThe\nMexican public real estate market is fragmented and highly competitive. We compete with numerous developers, builders, and others for\nthe acquisition of property and with local, regional, and national developers, homebuilders, and others with respect to the sale of residential\nproperties. We also compete with builders and developers to obtain financing on commercially reasonable terms.\n\n \n\nThe\nCompany is also subject to competition from other entities engaged in the business of resort development, sales and operation, including\nvacation interval ownership, condominiums, hotels and motels. Some of the world’s most recognized lodging, hospitality and entertainment\ncompanies have begun to develop and sell resort properties in the Baja California area. Many of these entities possess significantly\ngreater financial, marketing and other resources than those of the Company. Management believes that recent regulatory developments in\nthe electricity industry and overall growth in the Mexican economy will increase competition in the real estate investment industry.\n\n \n\n**Intellectual\nProperty**\n\n \n\nWe\ncurrently have no patents, copyrights, trademarks and/or service marks, nor do we have any plans to file applications for such rights.\n\n \n\n**Marketing\nResearch**\n\n \n\nThe\nCompany is in the process of acquiring properties, as well as developing its marketing and sales strategy. The Company also developed\nan interactive website and help center to answer questions from potential home buyers.\n\n \n\n6\n\n \n\n \n\n**Government\nRegulation**\n\n \n\nThe\nhousing and land development industries are subject to increasing environmental, building, zoning, and real estate sales regulations\nby various authorities. Such regulations affect home building by specifying, among other things, the type and quality of building materials\nthat must be used, certain aspects of land use and building design. Some regulations affect development activities by directly affecting\nthe viability and timing of projects.\n\n \n\nWe\nmust obtain the approval of numerous governmental authorities that regulate such matters as land use and level of density, the installation\nof utility services, such as water and waste disposal, and the dedication of acreage for open space, parks, schools, and other community\npurposes. If these authorities determine that existing utility services will not adequately support proposed development, building moratoria\nmay be imposed. As a result, we use substantial resources to evaluate the impact of government restrictions imposed upon new residential\ndevelopment. Furthermore, as local circumstances or applicable laws change, we may be required to obtain additional approvals or modifications\nof approvals previously obtained or we may be forced to stop work. These increasing regulations may result in a significant increase\nin resources between our initial acquisition of land and the commencement and the completion of developments. In addition, the extent\nto which we participate in land development activities subjects us to greater exposure to regulatory risks.\n\n \n\nAdditionally,\nthe Mexican real estate industry is subject to substantially different regulation than the U.S. real estate industry. The Mexican constitution\nof 1917 prohibited foreign ownership of residential real property within approximately 31 miles (approximately 50 km) of any coastline\nand 62 miles (approximately 100 km) of its natural borders. All of Baja California is included in this “restricted zone.”\nIn 1971 (further expanded in 1989 and 1993) provisions were made for a mechanism that would allow foreigners to own property in the “restricted\nzone.” Within the “restricted zone,” a foreigner can purchase the beneficial interest in real property through a bank\ntrust or “fideicomiso.” Thus, virtually all property in Mexico is available for purchase by foreigners, keeping in mind that\nthe fideicomiso, or bank trust, must be used when acquiring property within the restricted zone.\n\n \n\nIn\nthis bank trust, the buyer of the property is designated as the “fideicomisario” or the beneficiary of the trust. While legal\ntitle is held by the bank, (specifically the trustee of the trust or the “fiduciario,”) the trustee must administer the property\nin accordance with the instructions of the buyer (the beneficiary of the trust). The property is not an asset of the bank and the trustee\nis obligated to follow every lawful instruction given by the beneficiary to perform legal actions, i.e. rent it, make improvements, sell\nit, etc.\n\n \n\nAs\nlong as the foreign buyer of the property adheres to laws and ordinances of Mexico and agrees not to invoke the protection of the government\nof his country, he may exercise the same rights as a Mexican national with regard to the use of his property.\n\n \n\n**Properties**\n\n \n\nOur\ncorporate headquarters are located in month-to-month leased office facilities at 350 10th Ave., Suite 1000, San Diego, CA 92101.\n\n \n\n**Employees**\n\n \n\nAs\nof the date of this report, we have six employees, all of whom are full-time employees of the Company.\n\n \n\nWe\nhave and will continue to use independent contractors to assist us in accounting, marketing and selling our products.\n\n \n\n7"}