Item 1.01 Entry into a Material Definitive Agreement.

On January 3, 2023, the Company, executed a definitive Securities Purchase Agreement (the "Agreement") to acquire the remaining 75% of the membership interests of Rancho Costa Verde Development, LLC (the "Membership Interests") from International Real Estate Development, LLC ("Seller") for $13.5 million, consisting of a $8.9 million Secured Convertible Promissory Note (the "Note"), 20,000,000 shares of the Company's common stock and warrants to purchase 33,000,000 shares of the Company's common stock. The common stock and warrants were valued at $4.6 million. In accordance with the Agreement, the company executed a Security Agreement securing payment of the Note with the Membership Interests.

Rancho Costa Verde Development ("RCV") is a profitable 1,100-acre, 1,400-lot master planned community in Baja California, located approximately eight kilometers north of the Company's Oasis Park Resort on the Sea of Cortez. To date, RCV has sold over 1,000 residential lots and built 55 single family homes with 34 under construction. This is in addition to a completed boutique hotel and clubhouse. For the 12- months ended December 31, 2022, RCV has sold 67 residential lots, generated approximately $2.2 million in gross lot sales and started or signed contracts to begin construction on another 22 single family homes for approximately $4.5M.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above relating to the acquisition of the Membership Interests and the transactions contemplated thereby is incorporated herein by reference. The Common Stock and Warrants issued or to be issued pursuant to the acquisition were sold and issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired. The financial statements required by Item 9.01 with respect to the acquisition described in Item 1.01 are not being filed herewith but will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 1.01.

(b) Pro forma financial information. The pro forma financial information required by Item 9.01 with respect to the acquisition described in Item 1.01 above is not being furnished herewith but will be furnished by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 1.01.





(d) Exhibits

See the Exhibit Index below, which is incorporated by reference herein.





(d) Exhibits.



Exhibit
Number    Description
10.1        Securities Purchase Agreement between the Company and International
          Real Estate Development, LLC dated January 3, 2023
10.2        Security Agreement dated January 3, 2023 between the Company and the
          Seller.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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