| UNITED
STATES |
OMB
APPROVAL |
| SECURITIES
AND EXCHANGE COMMISSION |
OMB
Number: 3235-0058 |
| Washington,
D.C. 20549 | Expires:
April 30, 2025 |
| |
Estimated
average burden hours per response ... 2.50 |
| FORM
12b-25 | |
| |
SEC
FILE NUMBER |
| NOTIFICATION
OF LATE FILING |
000-56111 |
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|
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CUSIP
NUMBER |
| (Check one): |
☐ Form 10-K ☐ Form 20-F ☐ Form 11-K
☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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For
Period Ended: September 30, 2025 |
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☐ |
Transition Report on Form 10-K |
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|
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☐ |
Transition Report on Form 20-F |
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|
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☐ |
Transition Report on Form 11-K |
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|
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☐ |
Transition Report on Form 10-Q |
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|
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☐ |
Transition Report on Form N-SAR |
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For the Transition Period Ended: |
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Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
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If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
| International
Land Alliance, Inc. |
| Full Name of Registrant |
| |
| |
| Former Name if Applicable |
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| 350 10th
Ave., Suite 1000 |
| Address of Principal Executive Office (Street and
Number) |
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| San Diego,
CA 92101 |
| City, State and Zip Code |
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
| ☒ |
(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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|
| (b) |
The subject annual report,
semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on
Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following
the prescribed due date; and |
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|
| (c) |
The accountant’s
statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
INTERNATIONAL
LAND ALLIANCE, INC. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on
Form 10-Q for the period ended September 30, 2025 (the “Quarterly Report”) by the November 14, 2025 filing date applicable
to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statements and other disclosures
in the Quarterly Report. As a result, the Registrant is still in the process of compiling required information to complete the Quarterly
Report and its independent registered public accounting firm requires additional time to complete its review of the financial statements
for the period ended September 30, 2025 to be incorporated in the Quarterly Report. The Registrant anticipates that it will file the
Quarterly Report no later than the fifth calendar day following the prescribed filing date.
PART
IV — OTHER INFORMATION
| (1) |
Name and telephone number
of person to contact in regard to this notification |
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Jason
Sunstein |
|
(877) |
|
661-4811 |
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(Name) |
|
(Area Code) |
|
(Telephone Number) |
| (2) |
Have all other periodic
reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?
If answer is no, identify report(s). |
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Yes ☒ No ☐ |
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|
| (3) |
Is it anticipated that
any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof? |
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Yes ☐ No ☒ |
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|
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If so, attach an explanation
of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made. |
INTERNATIONAL
LAND ALLIANCE, INC.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:
November 17, 2025 |
By: |
/s/
Jason Sunstein |
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Name: |
Jason Sunstein |
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Title: |
CFO |
