UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(C)
OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
SCHEDULE
14C
(RULE
14C-101)
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check the appropriate box:
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Preliminary
Information Statement
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Definitive
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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INTERNATIONAL
LAND ALLIANCE, INC.
(Name
of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the Appropriate Box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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(1)
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Title of each class of
securities to which transaction applies:
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(2)
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Aggregate number of securities
to which the transaction applies:
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(3)
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Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated
and state how it was determined):
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(4)
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Proposed maximum aggregate
value of transaction:
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(5)
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Total
fee paid:
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Fee paid previously with preliminary materials.
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check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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INTERNATIONAL
LAND ALLIANCE, INC.
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
November
17, 2021
Dear
Stockholders:
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Re:
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Action
by Written Consent in Lieu of Special Meeting of Stockholders
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We
are furnishing the attached Information Statement to the holders of record on October 14, 2021 of common stock, par value $0.001 per
share (the “Common Stock”), of International Land Alliance, Inc., a Wyoming corporation (the “Company,” “we,”
“us” or “our”). The purpose of the Information Statement is to notify stockholders in accordance with Chapter
16 of the Wyoming Business Corporation Act (the “WBCA”) that, in lieu of a Special Meeting of the Stockholders of the Company,
the Board of Directors of the Company (the “Board”), have taken and approved the following actions to:
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1.
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To
authorize our Board of Directors, in its discretion, to amend our articles of incorporation not later than April 30, 2022, to effect
a Reverse Stock Split of all outstanding shares of our common stock in a ratio of not less than 1 for 2 and not more than 1 for 12,
to be determined by the Board of Directors, and
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2.
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To
approve an amendment to our articles of incorporation to increase the number of authorized common stock from Seventy-Five Million
(75,000,000) to One Hundred and Fifty Million (150,000,000) shares,
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The
foregoing actions were approved on October 14, 2021, by our Board of Directors. In addition, on October 14, 2021, the holders of 57%
of the Company’s outstanding voting securities, as of the record date, approved the foregoing actions. The number of shares voting
for the proposals was sufficient for approval.
Section
16 of the WBCA provides in part that any action required or permitted to be taken at a meeting of the stockholders may be taken without
a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting
power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written
consents is required.
In
order to eliminate the costs and management time involved in obtaining proxies and in order to effect the above actions as early as possible
in order to accomplish the purposes of the Company as herein described, the Board consented to the utilization of, and did in fact obtain,
the written consent of the Consenting Stockholders who collectively own shares representing a majority of our Common Stock.
The
above actions taken by the Company’s stockholders will become effective on or about December 7, 2021 and are more fully described
in the Information Statement accompanying this Notice. Under the rules of the Securities and Exchange Commission, the above actions cannot
become effective until at least 20 days after the accompanying Information Statement has been distributed to the stockholders of the
Company.
The
entire cost of furnishing this Information Statement will be borne by the Company. The Company may request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held
of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith.
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
You
are urged to read this Information Statement carefully in its entirety. However, no action is required on your part in connection with
this document No action is required by you. The accompanying Information Statement is furnished only to inform our stockholders of
the actions described above before they take place in accordance with Rule 14c-2 of the Securities Exchange Act of 1934. This Information
Statement will be first distributed to you on or about November 17, 2021.
If
you have any questions on the enclosed Information Statement you may contact us directly. We thank you for your continued interest in
our Company.
THIS
IS FOR YOUR INFORMATION ONLY. YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THIS INFORMATION STATEMENT. THIS IS NOT A NOTICE OF MEETING
OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
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Sincerely
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/s/ Roberto Jesus Valdes
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November
17, 2021
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Name:
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Roberto
Jesus Valdes
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San
Diego, California
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Title:
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Chief
Executive Officer and President
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INTERNATIONAL
LAND ALLIANCE, INC.
350
10th Avenue, Suite 1000
San
Diego, CA 92101
(877)
661-4811
INFORMATION
STATEMENT
We
Are Not Asking You for a Proxy and
You
Are Requested Not To Send Us a Proxy
INTRODUCTION
This
Information Statement is being furnished to the stockholders of International Land Alliance, Inc. (the “Company,” “we,”
“us,” or “our”) in connection with the actions to be taken by us as a result of written consents in lieu of a
Special Meeting of Stockholders pursuant to the WBCA.
This
Information Statement and Notice of Stockholder Action by Written Consent is being furnished by us to our stockholders of record as of
October 14, 2021, (the “Record Date”), to inform our stockholders that the Board of Directors of the Company (the “Board”)
and the holders of approximately 57% of our outstanding voting securities as of such date (the “Voting Stockholders”), have
taken and approved the following actions (collectively, the “Corporate Actions”) to:
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1.
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To
authorize our Board of Directors, in its discretion, to amend our articles of incorporation not later than April 31, 2022, to effect
a Reverse Stock Split of all outstanding shares of our common stock our common stock in a ratio of not less than 1 for 2 and not
more than 1 for 12, to be determined by the Board of Directors, and
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2.
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To
approve an amendment to our articles of incorporation to increase the number of authorized common stock from Seventy-Five Million
(75,000,000) to One Hundred and Fifty Million (150,000,000) shares, and
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This
Information Statement is being sent to you to notify you of the Corporate Actions being taken by written consent in lieu of a meeting
of our stockholders. On October 14, 2021, by unanimous written action, our Board adopted and approved the Authorized Share Increase and
approved the authorization to amend the articles of incorporation to Reverse Split the Company’s common stock in a ratio of not
less than 1 for 2 and not more than 1 for 12, to be determined by the Board.
On
the Record Date, the Voting Stockholders, representing approximately 57% of the voting power of our Company, adopted and approved by
written consent the Authorized Share Increase and the Reverse Stock Split authorization.
Chapter
16 of Article 17 of the WBCA provides that the written consent of the holders of outstanding shares of voting capital stock having not
less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled
to vote thereon were present and voted can approve an action in lieu of conducting a special stockholders’ meeting convened for
the specific purpose of such action. The WBCA, however, require that in the event an action is approved by written consent, a company
must provide notice of the taking of any corporate action without a meeting to all stockholders who were entitled to vote upon the action
but who have not consented to the action. Under Wyoming law, stockholders of the Company (the “Stockholders”) are not entitled
to dissenters’ rights with respect to the Authorized Share Increase, the 2020 Equity Plan or the Reverse Stock Split.
We
are distributing this Information Statement to our stockholders in full satisfaction of any notice requirements we may have under the
WBCA and of Regulation 14C of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).
This
Information Statement is dated as of November 17, 2021 and is first being sent to our stockholders of record on or about November 17,
2021.
On
the Record Date, there were 32,596,327 shares of our Common Stock issued and outstanding and entitled to notice of and to vote on all
matters presented to stockholders. Holders of Common Stock are entitled to one vote per share and holders of the Company’s Series
A Preferred Stock are entitled to 50 votes per share.
Pursuant
to the WBCA, at least a majority of the voting power of the Company were required to approve the Corporate Actions by written consent.
On the Record Date, the Voting Stockholders, as the holders of 18,046,001 votes representing more than 57% of the outstanding shares
of our Voting Securities, executed written consents adopting, approving, and ratifying the Corporate Actions, thereby satisfying the
requirement under the WBCA that at least a majority of the voting power vote in favor of the Corporate Actions by written consent.
This
Information Statement and the accompanying notice constitute notice to you of action by written consent as required under the WBCA. Because
we have obtained sufficient stockholder approval of the Corporate Actions, no other consents or votes will be solicited in connection
with this Information Statement.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Under
federal securities laws, the Corporate Actions may not be completed until 20 calendar days after the date of distribution of this Information
Statement to our stockholders. Therefore, notwithstanding the execution and delivery of the written consent, the Corporate Actions will
not occur until that time has elapsed.
Dissenters’
Rights of Appraisal
Under
the WBCA, Company stockholders are not entitled to appraisal rights with respect to the Corporate Actions.
PROPOSAL
1
APPROVAL
OF GRANT TO THE BOARD OF DIRECTORS THE DISCRETIONARY AUTHORITY TO AFFECT A REVERSE STOCK SPLIT TO THE COMPANY’S OUTSTANDING SHARES
OF COMMON STOCK
We
are seeking shareholder approval to grant the Board discretionary authority to amend the Company’s Articles of Incorporation to
effect a reverse stock split of the issued and outstanding shares of our Common Stock, par value $0.001 per share, such split to combine
a whole number of outstanding shares of our Common Stock in a range of not less than to two (2) shares and not more than twelve (12)
shares, into one share of Common Stock at any time prior to April 30th, 2022 (the “Reverse Split Proposal”).
The
amendments will not change the number of authorized shares of Common Stock, or the relative voting power of our shareholders. Because
the number of authorized shares will not be reduced, the number of authorized but unissued shares of our Common Stock will materially
increase and will be available for reissuance by the Company. The reverse stock split, if affected, would affect all of our holders of
Common Stock uniformly.
The
Board unanimously approved and recommended seeking shareholder approval of this Reverse Split Proposal, on October 14, 2021.
Even
if the shareholders approve the Reverse Split Proposal, we reserve the right not to affect any reverse stock split if the Board does
not deem it to be in the best interests of our shareholders. The Board believes that granting this discretion provides the Board with
maximum flexibility to act in the best interests of our shareholders. If this Reverse Split Proposal is approved by the shareholders,
the Board will have the authority, in its sole discretion, without further action by the shareholders, to affect a reverse stock split.
The
Board’s decision as to whether and when to effect the reverse stock split will be based on a number of factors, including prevailing
market conditions, existing and expected trading prices for our Common Stock, actual or forecasted results of operations, and the likely
effect of such results on the market price of our Common Stock.
Following
a reverse stock split, the number of our outstanding shares of Common Stock will be significantly reduced. A reverse stock split will
also affect our outstanding stock options and shares of Common Stock issued under the Company’s 2019 and 2020 Stock Option Plan
(the “Option Plan”) and the warrants issued in 2020 and 2021. Under these plans and warrant agreements, the number of shares
of Common Stock deliverable upon exercise or grant must be appropriately adjusted and appropriate adjustments must be made to the purchase
price per share to reflect the reverse stock split.
The
reverse stock split is not being proposed in response to any effort of which we are aware to accumulate our shares of Common Stock or
obtain control of the Company, nor is it a plan by management to recommend a series of similar actions to our Board or our shareholders.
There
are certain risks associated with a reverse stock split, and we cannot accurately predict or assure the reverse stock split will produce
or maintain the desired results (for more information on the risks see the section below entitled “Certain Risks Associated with
a Reverse Stock Split”). However, our Board believes that the benefits to the Company and our shareholders outweigh the risks
Reasons
for the Reverse Stock Split
The
primary purpose for effecting the reverse stock split, should the Board of Directors choose to effect one, would be to increase the per
share price of our Common Stock. The Board of Directors believes that, should the appropriate circumstances arise, affecting the reverse
stock split would, among other things, help us to:
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Meet
certain initial listing requirements of the New York Stock Exchange (“NYSE”) and/or NASDAQ;
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Appeal
to a broader range of investors to generate greater investor interest in the Company; and
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Improve
the perception of our Common Stock as an investment security.
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Meet
the NASDAQ or NYSE Listing Requirements - Our Common Stock is currently listed on the OTC: QB (“ILAL”). Both the NYSE
and the NASDAQ require a minimum trading price per share in order to list on either exchange. The NYSE and the NASDAQ Rules and Regulations,
require among other things, that in order to list on their exchanges, the average closing price of a company’s common stock must
be at least $3.00 or $4.00 per share over a consecutive 30 trading-day period.
Appeal
to a Broader Range of Investors to Generate Greater Investor Interest in the Company - An increase in our stock price may make our
Common Stock more attractive to investors. Brokerage firms may be reluctant to recommend lower-priced securities to their clients. Many
institutional investors have policies prohibiting them from holding lower-priced stocks in their portfolios, which reduces the number
of potential purchasers of our Common Stock. Investment funds may also be reluctant to invest in lower-priced stocks. Investors may also
be dissuaded from purchasing lower-priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to
be higher for such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage
of lower-priced stocks. Giving the Board of Directors the ability to effect a reverse stock split, and thereby increase the price of
our Common Stock, would give the Board the ability to address these issues if it is deemed necessary.
Criteria
to Determine Whether to Implement Reverse Stock Split
In
determining whether to implement this reverse stock split and its specific reverse split ratio, the Board of Directors may consider various
factors including:
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the
historical trading price and trading volume of our common stock;
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the
then-prevailing trading price and trading volume of our common stock;
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the
expected impact of the reverse stock split on the short- and long-term market; and
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overall
prevailing general stock market and economic conditions.
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Certain
Risk Factors Related to the Reverse Stock Split
We
cannot assure you that the proposed reverse stock split will increase our stock price or otherwise benefit the market for our common
stock. Although we expect that a reverse stock split will result in an increase in the market price of our common stock, its
actual effect on our common stock cannot be predicted with any certainty. We have no way of knowing whether the market price for our
common stock will be proportionately the same, greater, or less than prior to a reverse stock split. If our post-split common shares
are traded at prices that are less than their pre-split prices multiplied times the reverse split ratio, our stockholders could suffer
a material loss in value of the shares held by them.
The
history of reverse stock splits for other companies is quite varied, and some investors may view them negatively. It is possible that
the price of our common shares after the reverse stock split will not increase in the same proportion as the reduction in the number
of our outstanding common shares, and that the reverse stock split may not result in a per share price that will attract investors who
do not trade in lower priced stocks. Although we believe the reverse stock split will enhance the marketability of our common stock to
some potential investors, we cannot assure you that our common stock will be more attractive to any investors.
The
proposed reverse stock split may decrease the liquidity of our common stock. The liquidity of our common stock may be negatively
impacted by the reverse stock split, given the reduced number of outstanding shares after implementation of the reverse stock split.
Potential
Dilutive Effect of Reverse Stock Split. Regardless of the actual reverse split ratio chosen by our Board of Directors, a material
increase in our unissued authorized common shares will occur. This may allow us to dilute existing stockholders more substantially in
the future than is currently possible. The issuance of such additional common shares could have the effect of diluting the equity ownership,
voting impact and future earnings per share of existing shareholders, and depending on the amount of and value received for shares issued,
such dilution may be substantial. Moreover, our shareholders have no preemptive rights to subscribe for or purchase any part of new or
additional issuances of our securities, which means they have no prior right to purchase or otherwise acquire any part of newly issued
common shares to maintain their proportionate ownership of our common stock.
Potential
Anti-Takeover Effect of Reverse Stock Split. The substantial increase in our authorized common stock available for issuance without
stockholder approval resulting from a reverse stock split could have the effect of discouraging unsolicited takeover attempts or inhibiting
needed management changes, and accordingly may limit the opportunity of our stockholders to dispose of their shares at a better price
than otherwise available to them. The issuance or even potential issuance of such increased authorized shares, by diluting the voting
power of existing stockholders, could discourage, delay or even prevent unsolicited persons from gaining control of the Company or effecting
a merger or other business combination, even if such a transaction is perceived beneficial to existing stockholders.
We
currently have no written or oral plans, proposals, or other arrangements to issue any of the additional authorized common shares that
would be available incident to a reverse stock split.
Principal
Effects of a Reverse Stock Split
If
our shareholders approve this Reverse Split Proposal and the Board of Directors elects to effect a reverse stock split, our issued and
outstanding shares of Common Stock would decrease at a rate of approximately one share of Common Stock for every two (2) to twelve (12)
shares of Common Stock currently outstanding, with adjustment for any fractional shares. The reverse stock split would be effected simultaneously
for all of our Common Stock, and the exchange ratio would be the same for all shares of Common Stock. The reverse stock split would affect
all of our shareholders uniformly and would not affect any shareholder’s percentage ownership interests in the Company, except
to the extent that it results in a shareholder receiving whole shares in lieu of fractional shares. Shareholders holding fractional shares
as a result of the Reverse Stock Split will be rounded up to the next whole share. The reverse stock split would not affect the relative
voting or other rights that accompany the shares of our Common Stock, except to the extent that it results in a shareholder receiving
a whole share in lieu of fractional shares. Common Stock issued pursuant to the reverse stock split would remain fully paid and non-assessable.
The reverse stock split would not affect our securities law reporting and disclosure obligations, and we would continue to be subject
to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have no
current plans to take the Company private. Accordingly, a reverse stock split is not related to a strategy to do so.
In
addition to the change in the number of shares of Common Stock outstanding, a reverse stock split would have the following effects:
Increase
the Per Share Price of our Common Stock - By effectively condensing a number of pre-split shares into one share of Common Stock,
the per share price of a post-split share is generally greater than the per share price of a pre-split share. The amount of the initial
increase in per share price and the duration of such increase, however, are uncertain. If appropriate circumstances exist, the Board
may utilize the reverse stock split as part of its plan to obtain listing on the NYSE or NASDAQ to meet their listing standards noted
above.
Increase
in the Number of Shares of Common Stock Available for Future Issuance - By reducing the number of shares outstanding without reducing
the number of shares of available but unissued Common Stock, a reverse stock split will increase the number of authorized but unissued
shares. The Board believes the increase is appropriate for use to fund the future operations of the Company. Although the Company does
not have any pending acquisitions for which shares are expected to be used, the Company may also use authorized shares in connection
with the financing of future acquisitions.
The
following table contains information relating to our common stock, based on information as of October 14, 2021:
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Current
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After Reverse Split if 1:2 Ratio is Selected
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After Reverse Split if 1:12 Ratio is Selected
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Authorized Common Stock
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75,000,000
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75,000,000
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75,000,000
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Common Stock issued and outstanding
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32,568,327
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16,284,164
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2,714,027
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Common Stock issuable upon exercise of outstanding stock options under Stock Option Plans
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6,430,000
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3,215,000
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535,334
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Common Stock reserved for issuance for future grants under Stock Option Plans
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2,900,000
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1,450,000
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241,667
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Although
a reverse stock split would not have any dilutive effect on our shareholders, a reverse stock split without a reduction in the number
of shares authorized for issuance would reduce the proportion of shares owned by our shareholders relative to the number of shares authorized
for issuance, giving our Board an effective increase in the authorized shares available for issuance, in its discretion. Our Board from
time to time may deem it to be in the best interests of the Company and our shareholders to enter into transactions and other ventures
that may include the issuance of shares of our Common Stock. If our Board authorizes the issuance of additional shares subsequent to
the reverse stock split described above, the dilution to the ownership interest of our existing shareholders may be greater than would
occur had the reverse stock split not been effected. Many stock issuances not involving equity compensation do not require shareholder
approval, and our Board generally seeks approval of our shareholders in connection with a proposed issuance only if required at that
time.
Require
Adjustment to Currently Outstanding Securities Exercisable into Shares of our Common Stock - A reverse stock split would effect a
reduction in the number of shares of Common Stock issuable upon the exercise of our outstanding stock options in proportion to the reverse
stock split ratio. Additionally, the exercise price of outstanding options would increase, likewise in proportion to the reverse stock
split ratio.
Require
Adjustments to Number of Shares of Common Stock Available for Future Issuance under our 2020 Stock Incentive Plan and 2019 Equity Incentive
Plan - In connection with any reverse split, our Board would also make a corresponding reduction in the number of shares available
with respect to options granted under our 2020 and 2019 Stock Incentive Plans so as to avoid the effect of increasing the value of options
previously granted.
In
addition, a reverse stock split may result in some shareholders owning “odd lots” of less than 100 shares of Common Stock,
which may be more difficult to sell and may cause those holders to incur greater brokerage commissions and other costs upon sale.
Authorized
Shares of Common Stock
The
Reverse Stock Split Proposal will not change the number of authorized shares of Common Stock but will increase the number of
authorized shares available for future issuance for corporate needs such as equity financing, retirement of outstanding
indebtedness, stock splits and stock dividends, employee benefit plans, or other corporate purposes as may be deemed by the Board to
be in the best interests of the Company and its shareholders. The Board believes the increase in available shares for future
issuance is appropriate to fund the future operations of the Company. It will also provide the Company with greater flexibility to
respond quickly to advantageous business opportunities. However, we may from time to time explore opportunities to make acquisitions
through the use of stock. As a result, the Company’s current number of authorized shares of Common Stock may enable the
Company to better meet its future business needs.
We
believe that the current amount of authorized Common Stock will make a sufficient number of shares available, should the Company decide
to use its shares for one or more of such previously mentioned purposes or otherwise. The current capital will provide the Board with
the ability to issue additional shares of stock without further vote of the shareholders of the Company, except as provided under Wyoming
corporate law or under the rules of any national securities exchange on which shares of stock of the Company are then listed.
Procedure
for Effecting Reverse Stock Split and Exchange of Stock Certificates
If
the Reverse Split Proposal is approved by our shareholders, our Board, in its sole discretion, will determine whether such an action
is in the best interests of the Company and our shareholders, taking into consideration the factors discussed above. If our Board
believes that a reverse stock split is in our best interests and the best interest of our shareholders, our Board will then
implement the reverse stock split.
We
would then file a certificate of amendment to our Articles of Incorporation with the Secretary of the State of Wyoming at such time as
our Board of Directors had determined as the appropriate effective time for the reverse stock split to affect the reverse split. Upon
the filing of the certificate of amendment, and without any further action on the part of the Company or our shareholders, the issued
shares of Common Stock held by shareholders of record as of the effective date of the reverse stock split would be converted into a lesser
number of shares of Common Stock calculated in accordance with the reverse stock split ratio of not less than one-for-two (1:2) or not
more than one-for-twelve(1:12), as selected by our Board and set forth in the certificate of amendment.
For
example, if a shareholder presently holds 200 shares of our Common Stock, he or she would hold 100 shares of Common Stock following a
one-for-two reverse stock split, or 17 shares of Common Stock following a one-for-twelve reverse stock split, in each case with an adjustment
for any fractional shares. Beginning on the effective date of the split, each certificate representing pre-split shares would be deemed
for all corporate purposes to evidence ownership of post-split shares.
As
soon as practicable after the effective date of the reverse stock split, shareholders would be notified that the reverse stock split
had been effected.
Effect
on Beneficial Holders (i.e., Shareholders Who Hold in “Street Name”)
Upon
the reverse stock split, we intend to treat Common Stock held by shareholders in “street name,” through a bank, broker, or
other nominee, in the same manner as shareholders whose shares are registered in their own names. Banks, brokers, or other nominees will
be instructed to affect the reverse stock split for their customers holding Common Stock in “street name.” However, these
banks, brokers or other nominees may have different procedures than registered shareholders for processing the reverse stock split. If
you hold shares of Common Stock with a bank, broker or other nominee and have any questions in this regard, you are encouraged to contact
your bank, broker, or other nominee.
Effect
on Registered “Book-Entry” Holders (i.e., Shareholders that are Registered on the Transfer Agent’s Books and Records
but do not Hold Certificates)
Some
of our registered holders of Common Stock may hold some or all of their shares electronically in book-entry form with our transfer agent,
Globex Transfer LLC, Deltona, Florida. These shareholders do not have stock certificates evidencing their ownership of Common Stock. They are,
however, provided with a statement reflecting the number of shares registered in their accounts. If a shareholder holds registered shares
in book-entry form with our transfer agent, no action needs to be taken to receive post-reverse stock split shares. If a shareholder
is entitled to post-reverse stock split shares, a transaction statement will be available to be sent to the shareholder’s address
of record indicating the number of shares (adjusted for any fractional shares) of Common Stock held following the reverse stock split,
if required by the shareholder.
Effect
on Certificated Shares
Upon
the reverse stock split our transfer agent will act as our exchange agent and assist holders of Common Stock in implementing the exchange
of their certificates.
Commencing
on the effective date of a reverse stock split, shareholders holding shares in certificated form will be sent a transmittal letter by
our transfer agent. The letter of transmittal will contain instructions on how a shareholder should surrender his or her certificates
representing Common Stock (“Old Certificates”) to the transfer agent in exchange for certificates representing the appropriate
number of whole post-reverse stock split Common Stock, as applicable (“New Certificates”). No New Certificates will be issued
to a shareholder until that shareholder has surrendered all Old Certificates, together with a properly completed and executed letter
of transmittal, to the transfer agent. The letter of transmittal will also contain instructions on how you may obtain New Certificates
if your Old Certificates have been lost. If you have lost your certificates, you will have to pay any surety premium and the service
fee required by our transfer agent.
Until
surrendered, we will deem outstanding Old Certificates held by shareholders to be canceled and only to represent the number of whole
shares to which these shareholders are entitled.
Any
Old Certificates submitted for exchange, whether because of a sale, transfer, or other disposition of shares, will automatically be exchanged
for New Certificates.
Shareholders
should not destroy any stock certificates and should not submit any certificates until requested to do so by the transfer agent. Shortly
after the reverse stock split the transfer agent will provide registered shareholders with instructions and a letter of transmittal for
converting Old Certificates into New Certificates. Shareholders are encouraged to promptly surrender Old Certificates to the transfer
agent (acting as exchange agent in connection with the reverse stock split) in order to avoid having shares become subject to escheat
laws.
Fractional
Shares
The
effect of the Reverse Split upon existing shareholders of the common stock will be that the total number of shares of the Company’s
common stock held by each shareholder will automatically convert into the number of whole shares of common stock equal to the number
of shares of common stock owned immediately prior to the Reverse Split divided by the reverse stock split ratio chosen by the Board,
with an adjustment for any fractional shares. (Fractional shares will be rounded up to the next whole share).
Upon
effectuation of the Reverse Split, each common shareholder’s percentage ownership interest in the Company’s common stock
will remain virtually unchanged, except for minor changes and adjustments that will result from rounding fractional shares into whole
shares. The rights and privileges of the holders of shares of common stock of the Company will be substantially unaffected by the Reverse
Split. All issued and outstanding options, warrants, and convertible securities would be appropriately adjusted for the Reverse Split
automatically on the effective date of the Reverse Split. Shareholders holding a fractional as a result of the Reverse Split will be
rounded up to the next whole share.
No
Appraisal Rights
Our
shareholders are not entitled to appraisal rights with respect to a reverse stock split, and we will not independently provide shareholders
with any such right.
Interests
of Directors and Executive Officers
Our
directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this Reverse Split
Proposal except to the extent of their ownership of shares of our Common Stock.
Reservation
of Right to Abandon Reverse Stock Split
We
reserve the right to abandon a reverse stock split without further action by our shareholders at any time before the effectiveness of
the filing with the Secretary of the State of Wyoming of the certificate of amendment to our Articles of Incorporation, even if the authority
to effect a reverse stock split has been approved by our shareholders at the Annual Meeting. By voting in favor of a reverse stock split,
you are expressly also authorizing the Board to delay, not to proceed with, and abandon, a reverse stock split if it should so decide,
in its sole discretion, that such action is in the best interests of the shareholders.
Vote
Required
Pursuant
to the Wyoming Business Corporation Act, the approval of the above Action required a majority of the Company’s outstanding voting
capital stock. As discussed above, the Majority Stockholders have consented to this Action One.
PROPOSAL
2
AUTHORIZED
SHARE INCREASE
Our
Board has adopted and has recommended that our stockholders adopt and approve, an amendment to our articles of incorporation, providing
for an increase in the number of our shares of Common Stock from Seventy-Five Million (75,000,000) to One Hundred-Fifty Million (150,000,000)
shares. The proposed text of the amendment to the Articles of Incorporation is attached as Exhibit A (the “Amendment”).
Purposes
of the Proposed Amendment
We
do not have any present plan, arrangement or understanding to designate and issue any of the shares of common stock that will become
available as a result of the proposed Amendment. Although, at present, our Board has no immediate plans to issue the additional shares
of common stock, it desires to have the shares available to provide additional flexibility to use our common stock for business and financial
purposes in the future. The additional 75,000,000 authorized shares of common stock would be available for issuance for various purposes,
as our Board may deem advisable, such as for future financings, to satisfy the issuance of shares of common stock on the conversion or
exercise of our options, warrants or other convertible securities, to provide equity incentive to employees, consultants, officers and
directors, to make stock-based acquisitions and for other general corporate purposes. Furthermore, we may utilize our securities to make
future acquisitions. Acquisitions can be a key component of growth and, from time to time, consideration for acquisitions may include
the issuance of common stock.
In
addition to fund-raising opportunities, we also engage in periodic discussions with potential partners, strategic investments, and acquisition
candidates. If any of these discussions came to a definitive understanding, it is possible that we could use some of the newly authorized
shares in connection with one or more such transactions. We also plan to continue to issue shares of common stock pursuant to our equity
incentive plans. We currently have no agreement, commitment, or arrangement, regarding the issuance of common stock in connection with
one or more such strategic transactions subsequent to the increase in the number of authorized shares. In addition, we do not have any
agreements, commitments, or arrangements regarding the issuance of common stock in connection with a fund-raising opportunity or any
other purposes not specifically set forth in this Information Statement.
The
newly authorized common stock would be available for issuance without further action by stockholders except as required by law, our amended
and restated articles of incorporation or applicable stock exchange requirements. Any such issuance could have the effect of diluting
existing stockholders. Our Articles of Incorporation do not include any preemptive or other rights of stockholders to subscribe for any
shares of common stock which may in the future be issued by us, which means that current stockholders do not have a prior right to purchase
any new issue of common stock in order to maintain their proportionate ownership of common stock.
Rights
of Additional Authorized Shares
The
additional common stock authorized by stockholder approval of this Proposal Two would have rights identical to the currently outstanding
shares of our common stock.
Possible
Anti-Takeover Effects of the Proposed Amendment
In
addition to the corporate purposes mentioned above, an increase in the number of authorized shares of our common stock may make it more
difficult to, or discourage an attempt to, obtain control of the Company by means of a takeover bid that the Board determines is not
in the best interest of the Company and its stockholders. However, our Board of Directors is not aware of any attempt to take control
of our company, and our Board of Directors has not presented this proposal with the intent that it be utilized as a type of anti-takeover
device.
Vote
Required
Pursuant
to the Wyoming Business Corporation Act, the approval of the above Proposal required a majority of the Company’s outstanding voting
capital stock. As discussed above, the Majority Stockholders have consented to this Proposal Two.
Officers
and Directors
Our
Bylaws provide that the Board of Directors shall consist of no more than three (3) directors. Each director of the Company serves until
his successor is elected and qualified, subject to removal by the Company’s shareholders. Each officer holds office for such term
and exercises such powers and performs such duties as are determined by the Board of Directors.
|
Name
|
|
Age
|
|
Position
|
|
Roberto
Jesus Valdes
|
|
52
|
|
Chief
Executive Officer and a Director
|
|
Frank
A, Ingrande
|
|
59
|
|
President
|
|
Jason
Sunstein
|
|
49
|
|
Principal
Financial and Accounting Officer and a Director
|
Roberto
Jesus Valdes
Mr.
Valdes has been the President of Grupo Valcas, Baja Residents Club, S.A. de, C.V. since 2004, and was the Assistant in the Grupo Valcas
Design Department from 1989 to 1991. From 1991 through 2004, Mr. Valdes was a member of the Board of Directors, DUBCSA – Bajamar
Ocean Front Resort Master Developer. During his term as a Director, he acted as Project Director for Grupo Valcas. His projects have
included:
|
●
|
La
Serena Condominiums, Ensenada, 1992-1994
|
|
●
|
La
Quinta Bajamar Condominiums, Ensenada, 1994-1996
|
|
●
|
Oceano
at Bajamar residential development, Ensenada, 1996-1998
|
|
●
|
Oceano
Diamante residential development, Ensenada, 2000
|
|
●
|
Costa
Bajamar condominiums, Ensenada, 2004-2005
|
Mr.
Valdes has been one of our officers and directors since October 2013.
Jason
Sunstein
Mr.
Sunstein brings finance, mergers and acquisitions and general management experience. Since 1989, he has participated in a broad variety
of both domestic and international structured investments and financings, ranging from debt and preferred stock to equity and developmental
capital across a wide variety of infrastructure and corporate financings. He has been involved in numerous start-ups, turnarounds and
public companies. Mr. Sunstein serves as on the Board of Directors of several public and private companies, as well as the Advisory Board
for the National Nutrition Reform, a non-profit company in San Diego, California. In December 2014 Mr. Sunstein filed for Chapter 7 bankruptcy
and it was discharged May 2015. He attended San Diego State University where he majored in Finance and has held NASD Series 7 (General
Securities Representative) and Series 63 licenses.
Mr.
Sunstein has been one of our officers and directors since October 2013. Between February 2012 and July 2014 Mr. Sunstein was Vice President
of Earth Dragon Resources, Inc., a company involved in plasma and wound therapy. Between January 2009 and January 2012 Mr. Sunstein was
Vice President of Santeon Group, Inc., a firm involved in software development.
Frank
A. Ingrande
Frank
A. Ingrande is a native San Diego resident with over 30 years of experience in the second-home industry and more than 20 years in the
second-home market in Mexico. Mr. Ingrande has direct experience in acquiring, developing, and marketing real estate in Mexico. Mr.
Ingrande currently serves as President of Rancho Costa Verde Development, LLC, which he co-founded in 2008. He holds a BBA in Finance
and an MBA with an emphasis in new venture management & international business from the University of San Diego. Mr. Ingrande
also holds a California Real Estate Salesperson License.
All
of our officers, with the exception of Mr. Valdez, devote all of their time to our business. Mr. Valdes devotes approximately 140 hours
each month to our business.
Term
of Office
All
officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors
have been duly elected and qualified or until removed from office in accordance with our bylaws. There are no agreements with respect
to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or
reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors.
Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse
Directors for expenses related to their activities.
None
of our officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings
or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five
(5) years.
Board
Committees
Audit
Committee
We
do not have a standing audit committee of the Board of Directors. Management has determined not to establish an audit committee at present
because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of
doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief
that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S-B
is beyond its limited financial resources.
Code
of Ethics
To
date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer. The Company
does not believe that a formal written code of ethics is necessary at this time. We expect that the Company will adopt a code of ethics
if and when the Board of Directors deems it is necessary.
Our
directors will serve until the next annual meeting of shareholders or until their successors are duly elected and have qualified. Officers
hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is
contemplated. There is no arrangement or understanding between any person pursuant to which any director or officer was or is to be selected
as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise
their voting rights to continue to elect directors to our board. There are also no arrangements, agreements or understandings between
non-management shareholders that may directly or indirectly participate in or influence the management of our affairs. Our Board of Directors
does not have any committees at this time.
Potential
Conflicts of Interest
Since
we do not have an audit or compensation committee comprised of independent directors or any independent directors on our board, the functions
that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in
that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect
management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.
Director
Independence
Our
board of directors has undertaken a review of the independence of each director and considered whether any director has a material relationship
with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this
review, our board of directors determined that our directors do not meet the independence requirements, according to the applicable rules
and regulations of the SEC.
Corporate
Governance
There
have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors.
In addition to having no nominating committee for that purpose, we currently have no specific audit committee and no audit committee
financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope
of our business and needs.
Indemnification
of Executive Officers and Directors
Section
17-16-856 of the Wyoming Business Corporation Act provides that any director or officer of a Wyoming corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with or in defending any action,
suit or proceeding in which he is a party by reason of his position, so long as it shall be determined that he conducted himself in good
faith and that he reasonably believed that his conduct was in the corporation’s best interest and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his conduct was unlawful. If a director or officer is wholly successful,
on the merits or otherwise, in connection with such proceeding, such indemnification is mandatory.
Currently
we do not maintain any directors’ and officers’ liability insurance covering our directors and officers against expenses
and liabilities arising from certain actions to which they may become subject by reason of having served in such role.
At
present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification
will be required under California law. We are not aware of any threatened litigation or preceding that might result in a claim for such
indemnification.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling
persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
Executive
Compensation
The
Company does not have a compensation committee. Given the nature of the Company’s business, its limited stockholder base and the
current composition of management, the board of directors does not believe that the Company requires a compensation committee at this
time.
Summary
Compensation Table
The
following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers
for the two fiscal years ended December 31, 2020 and 2019, which includes cash compensation, stock options awarded and all other compensation:
Name
and Principal
|
|
Year Ended Dec.
|
|
|
Salary/Fees
|
|
|
Bonus
|
|
|
Stock Awards
|
|
|
Option Awards
|
|
|
Non-Equity Incentive Plan
Compensation
|
|
|
Change in pension value and Nonqualified Deferred
Compensation Earnings
|
|
|
All Other Compensation
|
|
|
Total
|
|
Position
|
|
31(2)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)(1)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roberto Jesus
|
|
|
2020
|
|
|
|
135,232
|
|
|
|
-
|
|
|
|
-
|
|
|
|
206,626
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
341,858
|
|
Valdez, CEO
|
|
|
2019
|
|
|
|
21,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
21,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason Sunstein,
|
|
|
2020
|
|
|
|
135,232
|
|
|
|
-
|
|
|
|
-
|
|
|
|
206,626
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
341,858
|
|
, CFO, Director
|
|
|
2019
|
|
|
|
89,681
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
89,681
|
|
(1)
|
On
August 26, 2020, the Company awarded to our named executive officers each 750,000 options under the 2020 Plan, with strike price
of $0.33, contractual term of five years with a vesting schedule of 25% six months after the grant date and 75% on a monthly basis
over the twelve-month period following the first six months after the date of grant. The call option was valued at $0.28.
|
(2)
|
Effective
January 1, 2020, the Company executed employment agreements with our Chief Executive Officer and Chief Financial Officer. The base
salary is in the amount of $120,000 per annum, a $500 monthly auto stipend and four weeks of paid vacation.
|
Employment
Agreement
The
Company entered into an employment agreement with the Chief Executive Officer on January 1, 2020, to perform the duties and responsibilities
as may be assigned. The base salary is in the amount of $120,000 per annum, a $500 monthly auto stipend, and four weeks of paid vacation.
The
Company entered into an employment agreement with the Chief Financial Officer on January 1, 2020, to perform the duties and responsibilities
as may be assigned. The base salary is in the amount of $120,000 per annum, a $500 monthly auto stipend, and four weeks of paid vacation.
In
May 2021, the Company executed an employment agreement with the Company’s new President. The base salary is in the amount of $120,000
per annum, a $500 monthly auto stipend, and four weeks of paid vacation. The Company has accrued $18,808 as salary for services. The
balance owed is $18,808 as of June 30, 2021. The Company also granted 50,000 shares of its common stock to Mr. Ingrande for total fair
value of $66,000 as incentive bonus.
We
do not offer retirement benefit plans to our executive officers, nor have we entered into any contract, agreement, plan or arrangement,
whether written or unwritten, that provides for payments to a named executive officer at, or in connection with, the resignation, retirement
or other termination of a named executive officer, or a change in control of the company or a change in the named executive officer’s
responsibilities following a change in control. We do not have any standard arrangement for compensation of our directors for any services
provided as director, including services for committee participation or for special assignments
Stock
Option Plan – 2019 Equity Incentive Plan
On
February 11, 2019, the Company’s Board of Directors approved a 2019 Equity Incentive Plan (the “2019 Plan”). In order
for the 2019 Plan to grant “qualified stock options” to employees, it 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 shares of the Company’s common stock to be available under the plan. As of October 14, 2021, ILA has granted
1,350,000 options.
2020
Stock Incentive Plan
On
August 26, 2020 the Company’s Board of Directors approved the a 2020 Stock Incentive Plan (the “2020 Plan”) Our Board
of Directors and management believe that the effective use of stock-based long-term incentive compensation is vital to our ability to
achieve strong performance in the future. The 2020 Equity Plan will maintain and enhance the key policies and practices adopted by our
management and board of directors to align employee and stockholder interests. In addition, our future success depends, in large part,
upon our ability to maintain a competitive position in attracting, retaining and motivating key personnel. We believe that the adoption
of the 2020 Equity Plan is essential to permit management to continue to provide long-term, equity-based incentives to present and future
employees. The 2020 Equity Plan has been approved by the Voting Stockholders in order to ensure (i) favorable federal income tax treatment
for grants of incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and
(ii) continued eligibility to receive a federal income tax deduction for certain compensation paid under the 2020 Equity Plan by complying
with Rule 162(m) of the Code. The Company has reserved a total of 3,000,000 shares of our authorized common stock for issuance under
the 2020 Equity Plan.
Performance-Based
Compensation Under to 2020 Stock Incentive Plan
Subject
to certain exceptions, Section 162(m) of the Code disallows federal income tax deductions for compensation paid by a publicly held corporation
to certain executives (generally the five highest paid officers) to the extent the amount paid to an executive exceeds $1 million for
the taxable year. The 2020 Equity Plan has been designed to allow the Committee to grant stock options, stock appreciation rights, restricted
stock, restricted stock units, and performance grants that qualify under an exception to the deduction limit of Section 162(m) for performance-based
compensation.
As
of the date hereof, we have made the following stock grants under the 2020 Equity Plan:
Name and Position
|
|
Dollar Value
|
|
|
Number of Options
|
|
Roberto Jesus Valdes, CEO
|
|
$
|
206,726
|
|
|
|
750,000
|
(1)
|
Jason Sunstein, CFO
|
|
$
|
206,726
|
|
|
|
750,000
|
(2)
|
William B. Barnett, Consultant
|
|
$
|
55,100
|
|
|
|
200,000
|
(3)
|
|
(1)
|
Represents
a conditional option to purchase 750,000 of common stock on August 26, 2020. The grant requires shareholder approval. The option
has a term of five (5) years from issuance, and an exercise price of $0.33 per share. The option vests (i) one quarter (1/4) on the
effective date and (ii) three quarters (3/4) on a monthly basis over the twelve (12) month period following the effective date.
|
|
|
|
|
(2)
|
Represents
a conditional option to purchase 750,000 shares of common stock on August 26, 2020. The grant requires shareholder approval. The
option has a term of five (5) years from issuance, and an exercise price of $0.33 per share. The option vests (i) one quarter (1/4)
on the effective date and (ii) three quarters (3/4) on a monthly basis over the twelve (12) month period following the effective
date
|
|
|
|
|
(3)
|
Represents
a conditional option to purchase 200,000 shares of common stock on August 26, 2020. The grant requires shareholder approval. The
option has a term of five (5) years from issuance, and an exercise price of $0.33 per share. The option vests (i) one quarter (1/4)
on the effective date and (ii) three quarters (3/4) on a monthly basis over the twelve (12) month period following the effective
date
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT
The
following table sets forth certain information as of October 14, 2021 with respect to the holdings of our common stock by: (1) each person
known to us to be the beneficial owner of more than 5% of our common stock; (2) each of our directors and 2021 fiscal year named executive
officers; and (3) all directors and executive officers as a group. To the best of our knowledge, each of the persons named in the table
below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares,
unless otherwise indicated. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company,
at the address of 350 10th Avenue, Suite 1000, San Diego, CA 92101. In computing the number and percentage of shares beneficially
owned by each person, we include any shares of common stock that could be acquired within 60 days of October 14, 2021 upon the vesting
of share awards and the exercise of option awards or warrants. These shares, however, are not counted in computing the percentage ownership
of any other person.
Name of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
|
|
|
Percent of
Common
Stock(1)
|
|
|
|
|
|
|
|
|
Roberto Jesus Valdes Chief Executive Officer, Director
|
|
|
5,038,855
|
(2)
|
|
|
14.8
|
|
Jason Sunstein Chief Financial Officer, Secretary, Director
|
|
|
5,516,958
|
(3)
|
|
|
16.3
|
|
Frank A. Ingrande President
|
|
|
50,000
|
(4)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
All Officers and Directors as a group-3
|
|
|
10,555,813
|
|
|
|
31.1
|
|
District 2 Capital Fund LP
|
|
|
3,000,000
|
(5)
|
|
|
8.8
|
|
Bigger Capital Fund LP
|
|
|
3,000,000
|
(6)
|
|
|
8.8
|
|
*
|
Less
than 1%
|
(1)
|
As
of October 14, 2021, we had a total of 32,568,327 shares of common stock issued and outstanding.
|
(2)
|
Includes
1,250,000 shares of common stock underlying options exercisable within 60 days of October 14, 2021.
|
(3)
|
Includes
1,250,000 shares of common stock underlying options exercisable within 60 days of October 14, 2021.
|
(4)
|
Mr.
Ingrande, President of the Company, is a founder of and owner of 25% of the capital stock
of RCVD LLC
The
address of RCVD LLC is 7822 Fay Ave., Ste. 304, La Jolla, CA 92037
|
(5)
|
Includes
1,500,000 shares of common stock underlying warrants exercisable within 60 days of October 14, 2021
The
business address for District 2 Capital Fund is 175 West Carver, Huntington, NY 11743.
|
(6)
|
Includes
1,500,000 shares of common stock underlying warrants exercisable within 60 days of October
14, 2021
The
business address for Bigger Capital Fund LP is 11700 W. Charleston Blvd., #170-659, Las Vegas,
NV 89135
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Certain
Relationships and Related Transactions and Director Independence.
Related
Party Transactions
During
the year ended December 31, 2019, the Company entered into definitive Land Purchase Agreement with Valdeland, S.A. de C.V., a Company
controlled by our Chief Executive Officer, 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.
ANNUAL
REPORT ON FORM 10-K AND ADDITIONAL INFORMATION
Information
Available
The
Company is subject to the information and reporting requirements of the Exchange Act and in accordance with the Exchange Act, the Company
files periodic reports, documents and other information with the SEC relating to its business, financial statements, and other matters,
including the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and any reports prior to or subsequent
to that date. Our website address is www.ila.companyWe make available on this website, free of charge, our annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports after we electronically file those materials
with, or furnish those materials to, the SEC. The Company’s filings with the SEC are also available to the public from the SEC’s
website, http://www.sec.gov.
Delivery
of Documents to Security Holders Sharing an Address
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders
who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate
copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered.
You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and
(iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at 350 10th
Avenue, Suite 1000, San Diego, CA 92101.
If
multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would
prefer the Company to mail each stockholder a separate copy of future mailings, you may send notification to or call the Company’s
principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information
Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared
address, notification of such request may also be made by mail or telephone to the Company’s principal executive offices.
By
Order of the Board of Directors
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/s/
Roberto Jesus Valdes
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Name:
Roberto Jesus Valdes
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Title:
Chief Executive Officer and President
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November
17, 2021
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San
Diego, California
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EXHIBIT
A
CERTIFICATE
OF AMENDMENT TO THE
ARTICLES
OF INCORPORATION OF
INTERNATIONAL
LAND ALLIANCE, INC.
The
undersigned, for the purposes of amending the Articles of Incorporation of International Land Alliance, Inc. (the “Corporation”),
a corporation organized and existing under and by virtue of the Wyoming Business Corporation Act (the “WBCA”), does hereby
certify that:
FIRST:
That the Board of Directors of the Corporation (the “Board”) adopted a resolution proposing and declaring advisable the following
amendment to the Articles of Incorporation of the Corporation to increase the authorized common stock, par value $0.001 from 75,000,000
shares to 150,000,000 shares (the “Common Stock”).
SECOND:
That in lieu of a meeting and vote of the stockholders of the Corporation, stockholders holding a majority of the Company’s issued
and outstanding common stock have given written consent approving the foregoing Amendment to the Articles of Incorporation in accordance
with the provisions of the WBCA, and written notice of the adoption of the amendments shall be given to every stockholder entitled to
such notice.
FOURTH:
That the aforesaid amendments were duly adopted in accordance with the applicable provisions of the NRS.
FIFTH:
The aforesaid amendment shall be effective as of 9:00 A.M. Pacific Standard time on the date of the filing of this Certificate of Amendment
to the Articles of Incorporation with the office of the Secretary of State of the State of Wyoming.
IN
WITNESS WHEREOF, the Corporation has caused this Amendment to the Articles of Incorporation of the Corporation to be duly executed by
the undersigned this ____ day of December, 2021.
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INTERNATIONAL
LAND ALLIANCE, INC.
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By:
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Name:
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Roberto
Jesus Valdes
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Title:
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CEO
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International Land Allia... (QB) (USOTC:ILAL)
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International Land Allia... (QB) (USOTC:ILAL)
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