UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 30, 2022

INTERNATIONAL LAND ALLIANCE, INC.

(Exact name of Registrant as specified in its Charter)

350 10^th Av., Suite 1000, San Diego, CA 92101

(Address of principal executive offices)

(877) 661-4811

(Registrant’s Telephone Number)

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☒

Item 4.01 Change in Registrant’s Certifying Accountant.

On August 30, 2022, International Land Alliance, Inc. (“the Company”) accepted a notice of disengagement from Haskell & White (Haskell & White”) its independent registered public accounting firm.

On September 6, 2022, the Board of Directors of International Land Alliance, Inc. approved the engagement of M&K CPAS, PLLC (“M&K”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2022, effective immediately.

Haskell & White’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2021, and 2020, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports for the years ended December 31, 2021, and 2020, contained an explanatory paragraph disclosing the uncertainty regarding the Company’s ability to continue as a going concern.

During the fiscal years ended December 31, 2021, and 2020, and the subsequent interim periods through August 30, 2022, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Haskell & White on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Haskell & White, would have caused Haskell & White to reference to the subject matter of the disagreements in its reports, and there were no “reportable events” as such term is described in Item 304(a)(1)(v) of Regulation S-K, except for the material weaknesses as disclosed in the Company’s annual report on Form 10-K for the years ended December 31, 2021, and 2020, as filed with the SEC on April 15, 2022, and the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2022, as filed with the SEC on August 17, 2022.

The Company provided Haskell & White with a copy of this disclosure before its filing with the Securities and Exchange Commission (“SEC”). The Company requested that Haskell White provide the Company with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of the letter from Haskell White is attached hereto as Exhibit 16.1.

The Company and its management team, thank Haskell & White and all its employees for the years of service provided.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.