STOCKHOLDERS’ EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY The Company’s equity at December 31, 2021 consisted of 75,000,000 authorized common shares and 2,000,000 authorized preferred shares, both with a par value of $ 0.001 per share. As of December 31, 2021, and 2020, there were 31,849,327 and 23,230,654 shares of common stock issued and outstanding, respectively. As of December 31, 2021, and December 31, 2020, 28,000 shares of Series A Preferred Stock were issued and outstanding and 1,000 shares of Series B Preferred Stock were issued and outstanding, respectively. On August 26, 2020, the Company’s shareholders of record approved the increase of the Company’s authorized common stock, par value $ 0.001 , from 75,000,000 shares to 100,000,000 shares and the holders of a majority of the Company’s outstanding voting securities approved the Company’s 2020 Equity Plan. On October 14, 2021, the Board of Directors approved an amendment to the Company’s articles of incorporation to increase the Company’s authorized common stock, par value $ 0.001 from 75,000,000 shares to 150,000,000 and to effect a reverse split in a ratio of not less than 1 for 2 and not more than 1 for 12. The Company has not yet amended its articles of incorporation at December 31, 2021, pending definitive terms of a contemplated financing transation. The Company has reserved a total of 3,000,000 shares of the authorized common stock for issuance under the 2020 Equity Plan. As of December 31, 2021, ILA has issued 1,700,000 stock options convertible into an equivalent number of common stock but has not issued any shares under the 2020 Equity 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 2019 Plan. As of December 31, 2021, and 2020, ILA has granted 2,150,000 and 3,050,000 options, respectively. All shares of common stock issued during the years ended December 31, 2021, and 2020, were unregistered. Common Stock Issued for Services On May 19, 2021, the Company issued 200,000 shares per a consulting agreement valued at $ 280,000 . During the year ended December 31, 2021, the Company issued 50,000 shares to the Company’s President in accordance with an executed employment agreement valued at $ 66,000 . During the year ended December 31, 2021, the Company issued an aggregate of 100,000 shares to two consultants in accordance with executed consulting and real estate sales agreements valued at $ 132,000 . During the year ended December 31, 2021, the Company issued 45,946 shares per advisory agreement with registered broker-dealer valued at $ 61,108 . During the year ended December 31, 2021, the Company issued 100,000 shares pursuant to a finders’ fee agreement valued at $ 64,000 . During the year ended December 31, 2021, the Company issued 100,000 shares pursuant to a service agreement valued at $ 64,000 . On January 1, 2020, the Company issued 50,000 shares of common stock and 150,000 warrants for services valued at $ 50,000 and $ 186,748 , respectively, for total amount of $ 236,748 . On July 1, 2020, the Company issued 1,200,000 performance-based stock options to purchase an equivalent number of common shares to one consultant with exercise price ranging from $ 0.25 to $ 1.00 . The grant date fair value of these options was $ 348,954 , of which $ 193,804 was recognized as performance was either met or probable of achievement for the year ended December 31, 2020. During the year ended December 31, 2021, the parties cancelled the performance-based stock options and approximately $ 103,000 On July 6, 2020, the Company issued 400,000 shares of common stock for consulting services valued at $ 192,600 . On September 25, 2020, the Company issued 100,000 shares of common stock valued at $ 51,000 to renew a service agreement. Common Stock Issued for Cash On February 22, 2021, the Company received cash of $ 45,000 for 100,000 shares of common stock. These shares were issued on April 1, 2021. On May 7, 2021, the Company received cash of $ 20,000 for 40,000 shares of common stock. On March 12, 2020, the Company received cash proceeds of $ 10,000 for 20,000 shares of common stock. These shares were issued on May 1, 2020. On May 4, 2020, the Company received cash proceeds of $ 9,000 for 20,000 shares of common. On May 1, 2020, the Company received cash proceeds of $ 10,000 for 20,000 shares of common stock. On May 5, 2020, the Company received cash proceeds of $ 10,000 for 40,000 shares of common from warrant exercise. The shares were issued on August 3, 2020. On May 16, 2020, the Company received cash proceeds of $ 16,000 for 40,000 shares of common. On May 18, 2020, the Company received cash proceeds of $ 20,000 for 80,000 shares of common. The shares were issued on August 3, 2020. On May 18, 2020, the Company received cash proceeds of $ 15,000 for 60,000 shares of common. The shares were issued on August 3, 2020. On July 23, 2020, the Company received cash proceeds of $ 7,500 for 30,000 shares of common stock by a third-party investor. On August 26, 2020, the Company received cash proceeds of $ 10,000 for 40,000 shares of common stock to be issued. The shares were issued on October 23, 2020. On September 18, 2020, the Company received cash proceeds of $ 7,500 for 30,000 shares of common stock to be issued. The shares were issued on October 23, 2020. On October 21, 2020, the Company received cash proceeds of $ 10,000 for 40,000 shares of common stock to be issued. On November 5, 2020, the Company received cash proceeds of $ 10,000 for 40,000 shares of common stock to be issued. Common Stock Issued from warrants and options exercise. During the year ended December 31, 2021, the Company issued 160,000 shares of common stock for total consideration of $ 50,000 from warrants exercise. During the year ended December 31, 2021, the Company issued 1,000,000 shares of common stock from option exercise for total consideration of $ 50,000 . On January 31, 2020, the Company granted 150,000 stock options for services valued at $ 173,951 . The exercise price of outstanding options for common stock was $ 0.50 per option, and the term of exercise of the outstanding options was one year from the date of grant. During the year ended December 31, 2020, 137,615 option were exercised for $ 68,808 . The Company cancelled 12,385 of the remaining unexercised options at December 31, 2020. On January 21, 2020, the Company received cash proceeds of $ 20,000 for 40,000 shares of common stock in an option exercise by a third-party investor. On February 26, 2020, the Company received cash proceeds of $ 20,000 for 40,000 shares of common stock in an option exercise by a third-party investor. On February 28, 2020, the Company received cash proceeds of $ 20,000 for 40,000 shares of common stock in an option exercise by a third-party investor. On March 2, 2020, the Company received cash proceeds of $ 8,808 for 17,615 shares of common stock to be issued in an option exercise by a third-party investor. The shares were issued on May 19, 2020. On June 20, 2020, the Company received cash proceeds of $ 12,500 following a warrant exercise for 50,000 shares of common stock. Common Stock sold with a Promise to Deliver Title to Plot of Land and Warrants On December 8, 2020, the Company received cash proceeds of $ 20,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $ 20,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $ 11,890 ; and plot of land was valued at $ 8,110 . The shares were issued on March 1, 2021. On December 31, 2020, the Company received cash proceeds of $ 30,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $ 30,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $ 20,622 ; and plot of land was valued at $ 9,378 . The shares were issued on March 1, 2021. On April 22, 2021, the Company received cash proceeds of $ 35,000 for 70,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $ 35,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $ 29,521 ; and plot of land was valued at $ 5,479 . On October 10, 2019, the Company received cash proceeds of $ 50,000 for 100,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $ 50,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $ 39,282 ; and plot of land was valued at $ 10,718 . The shares were issued on May 1, 2020. On November 6, 2019, the Company received cash proceeds of $ 35,080 for 70,160 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $ 35,080 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $ 25,258 ; and plot of land was valued at $ 9,822 . The shares were issued on May 1, 2020. On January 13, 2020, the Company received cash proceeds of $ 40,000 for 80,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached two (2) plots of land. The total cash proceeds of $ 40,000 was allocated based upon the relative fair value of the shares and two (2) promised plots of land in the following amounts: shares were valued at $ 23,780 ; and plot of land was valued at $ 16,220 . The shares were issued on May 1, 2020. On January 13, 2020, the Company received cash proceeds of $ 50,000 for 100,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached two (2) plots of land. The total cash proceeds of $ 50,000 was allocated based upon the relative fair value of the shares and two (2) promised plots of land in the following amounts: shares were valued at $ 39,282 ; and plot of land was valued at $ 10,718 . The shares were issued on May 1, 2020. On January 24, 2020, the Company received cash proceeds of $ 25,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $ 25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $ 16,174 ; and plot of land was valued at $ 8,826 . The shares were issued on May 1, 2020. On March 25, 2020, the Company received cash proceeds of $ 25,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $ 25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $ 16,174 ; and plot of land was valued at $ 8,826 . The shares were issued on April 3, 2020. On April 01, 2020, the Company received cash proceeds of $ 25,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $ 25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $ 16,174 ; and plot of land was valued at $ 8,826 . On June 25, 2020, the Company received cash proceeds of $ 25,000 for 100,000 shares of common stock and 100,000 one-year warrants to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $ 25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares and warrants were valued at $ 16,174 ; and plot of land was valued at $ 8,826 . On July 14, 2020, the Company received cash proceeds of $ 25,000 for 150,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $ 25,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares and warrants were valued at $ 20,797 ; and plot of land was valued at $ 4,203 . On November 15, 2020, the Company received cash proceeds of $ 25,000 for 100,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land and warrants. The total cash proceeds of $ 25,000 was allocated based upon the relative fair value of the shares, the warrants and one (1) promised plot of land in the following amounts: shares were valued at $ 12,882 ; warrants were valued at $ 9,189 and plot of land was valued at $ 2,929 . On December 8, 2020, the Company received cash proceeds of $ 20,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $ 20,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $ 11,890 ; and plot of land was valued at $ 8,110 . As of December 31, 2020, the shares had not been issued and were recorded as stock payable. On December 31, 2020, the Company received cash proceeds of $ 30,000 for 50,000 shares of common stock to be issued to a third-party investor. In conjunction with this sale of shares, the Company also attached one (1) plot of land. The total cash proceeds of $ 30,000 was allocated based upon the relative fair value of the shares and one (1) promised plot of land in the following amounts: shares were valued at $ 20,622 ; and plot of land was valued at $ 9,378 . As of December 31, 2020, the shares had not been issued and were recorded as stock payable. Common Stock Issued for debt settlement On December 31, 2020, the Company executed amendments to promissory notes with six (6) existing investors to extend the maturity date for the issuance of an aggregate of 23,000 shares of common stock with a fair value of approximately $ 10,000 . These shares were issued on January 1, 2021. On January 1, 2021, the Company issued an aggregate of 95,000 shares of common stock in conjunction with previously executed promissory notes. These shares were previously recorded as stock payable for aggregate fair value of approximately $ 75,600 . On January 1, 2021, the Company issued an aggregate of 23,000 shares of common stock in conjunction with executed amendments to previously executed promissory notes. These shares were issued with an estimated fair value of $ 8,970 . On January 1, 2021, the Company issued 29,727 shares of common stock with fair value of $ 10,999 as payment for accrued interest related to a promissory note with related party. On February 25, 2021, the Company issued 85,000 shares of common stock as commitment shares in accordance with the terms of one of its senior secured self-amortization convertible note with aggregate fair value of $ 130,900 . On July 1, 2021, the Company issued an aggregate of 35,000 shares of common stock in conjunction with executed amendments to previously executed promissory notes. These shares were issued with an estimated fair value of $ 12,605 . During the year ended December 31, 2021, the Company issued 285,000 136,800 On June 4, 2020, the Company issued 39,462 shares valued at $ 29,202 in connection with securing a loan from a third- party. Common Stock Issued for equity-method investment. On May 14, 2021, the Company issued 3,000,000 shares of common stock with a fair value of $ 2,580,000 for the acquisition of 25% of the membership interest of Rancho Costa Verde Development (See note 8). Common Stock issued following registered offering (July 2021 offering) On July 26, 2021, the Company entered into securities purchase agreements with certain institutional and accredited investors for the issuance and sale of 3,000,000 shares of the Company’s common stock at a closing price of $ 0.68 per share. The issuance also includes an equivalent number of warrants convertible into an equivalent number of the Company’s common stock at a strike price of $ 0.68 . The gross proceeds of the financing were $ 2,040,000 and the net proceeds were approximately $ 1,800,000 . Common Stock Issued with Land Acquisition On September 30, 2020, the Company issued 250,000 shares of common stock valued at $ 150,000 to Valdeland, S.A. de C.V., a Company controlled by its Chief Executive Officer, Roberto Valdes, towards the acquisition of Plaza Bajamar (Note 9). Preferred Stock On November 6, 2019, the Company authorized and issued 1,000 shares of Series B Preferred Stock (“Series B”) and 350,000 shares of common stock to CleanSpark Inc. in a private equity offering for $ 500,000 . Management determined that the Series B should not be classified as liability per the guidance in ASC 480 Distinguishing Liabilities from Equity as of December 31, 2019, even though the conversion would require the issuance of variable number of shares since such obligation is not unconditional. As of December 31, 2021, and 2020, Management recorded the value attributable to the Series B of $ 293,500 as temporary equity on the consolidated balance sheet since the instrument is contingently redeemable at the option of the holder. The Company recognized the beneficial conversion feature (“BCF”) that arises from a contingent conversion feature, since the instrument reached maturity during the year ended December 31, 2020. The Company recognized such BCF as a discount on the convertible preferred stock. The amortization of the discount created by a BCF recognized as a result of the resolution of the contingency is treated as a deemed dividend that reduced net income in arriving at income available to common stockholders. The holder can convert the Series B into shares of common stock at a discount of 35% to the market price. The terms and conditions of the Series B include an in-kind accrual feature, which provides for a cumulative accrual at a rate of 12 60,000 130,000 The Securities Purchase Agreement (“SPA”) states that the in-kind accrual rate should be increased by10% per annum upon each occurrence of an event of default. In addition, the SPA further states that the conversion price initially set at a discount of 35% to the market price should be further increased by additional 10% upon each occurrence of an event of default. At the date of this Annual Report, CleanSpark claims that the Company was in default in three instances triggering further discount to the market price for the conversion feature and additional accrual rate. The Company did not issue any share of preferred stock during the years ended December 31, 2021, and 2020. Stock Options A summary of the Company’s option activity during the year ended December 31, 2021, is presented below: SCHEDULE OF OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Contract Term (Year) Outstanding at December 31, 2020 2,900,000 $ 0.43 3.35 Granted 3,150,000 0.30 3.43 Exercised (1,000,000 ) 0.05 1.00 Forfeit/Canceled (1,200,000 ) 0.58 0.50 Outstanding at December 31, 2021 3,850,000 $ 0.41 4.30 Exercisable at December 31, 2021 1,487,500 A summary of the Company’s option activity during the year ended December 31, 2020, is presented below Number of Options Weighted Average Exercise Price Weighted Average Remaining Contract Term (Year) Outstanding at December 31, 2019 - $ - - Granted 3,050,000 0.44 3.62 Exercised (137,615 ) 0.50 0.87 Forfeit/Canceled (12,385 ) 0.50 - Outstanding at December 31, 2020 2,900,000 $ 0.43 3.35 Exercisable at December 31, 2020 400,000 Options outstanding as of December 31, 2021, and 2020, had aggregate intrinsic value of $ 716,000 and $ 158,000 , respectively. At December 31, 2021, the total unrecognized deferred share-based compensation expected to be recognized over the remaining weighted average vesting periods of 0.24 for outstanding grants was approximately $ 0.7 million. At December 31, 2020, the total unrecognized deferred share-based compensation expected to be recognized over the remaining weighted average vesting periods of 1.1 for outstanding grants was approximately $ 0.6 million. The following table summarizes information about stock options outstanding and vested at December 31, 2021: SCHEDULE OF INFORMATION ABOUT STOCK OPTIONS OUTSTANDING AND VESTED Options Outstanding Options Vested Weighted Average Weighted Weighted Weighted Number Number Remaining Average Number Remaining Average Exercise of Options of Options Contractual Exercise of Contractual Exercise Prices Outstanding Exercisable Life Price Options Life Price (In years) (In years) $ 0.33 1,700,000 1,487,500 3.65 0.33 1,487,500 3.65 0.33 $ 0.43 600,000 - 4.99 0.43 - - - $ 0.50 1,550,000 - 4.75 0.50 - - - 3,850,000 1,487,500 4.30 $ 0.41 1,487,500 3.65 $ 0.33 The Company measured equity-based compensation using the Black-Scholes option valuation model using the following assumptions: SCHEDULE OF ASSUMPTIONS TO VALUE STOCK OPTIONS For Years Ending December 31, 2021 2020 Expected term 2.75 2 - 3 years Market price $ 0.43 – 0.50 $ 0.33 - 0.69 Expected volatility 159% - 162% 150% - 160 % Expected dividends None None Risk-free interest rate 0.38% - 0.87% 0.18% - 0.19% Forfeitures None None Warrants A summary of the Company’s warrant activity during the year ended December 31, 2021, is presented below: SCHEDULE OF WARRANTS ACTIVITY Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Term (Year) Outstanding at December 31, 2020 460,000 $ 0.38 0.70 Granted 3,180,000 0.69 5.08 Exercised (160,000 ) 0.31 0.23 Forfeit/Canceled (300,000 ) 0.42 - Outstanding at December 31, 2021 3,180,000 $ 0.69 5.08 Exercisable at December 31, 2021 3,180,000 The Company used the following assumptions to value the warrants issued during the year ended December 31, 2021: SCHEDULE OF ASSUMPTIONS TO VALUE WARRANTS December 2021 Warrants Risk free rate 0.73 % Market price per share $ 1.06 Life of instrument in years 5.50 years Volatility 164.6 % Dividend yield 0 % |