Current Report Filing (8-k)
May 04 2018 - 6:17AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): May 1, 2018
DIAMONDHEAD
CASINO CORPORATION
DELAWARE
COMMISSION
FILE NUMBER: 0-17529
IRS
EMPLOYER IDENTIFICATION NO. 59-2935476
1013
Princess Street
Alexandria,
Virginia 22314
(703)
683-6800
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act.
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[ ]
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Soliciting
material pursuant to Rule 14a- 12 under the Securities Act.
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act.
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[ ]
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Pre-commencement
communications pursuant to Rule 14e-4(c) under the Exchange Act.
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
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Appointment
of New Director
On
May 1, 2018, Daniel G. Burstyn (hereafter “Mr. Burstyn”) was appointed to the Board of Directors. Mr
.
Burstyn
was appointed to the Board pursuant to an Agreement of Settlement and Release reached between College Health & Investment,
L.P. (a/k/a College Health & Investment, Ltd.)(hereafter collectively “College Health”) and the Company. College
Health is a beneficial owner of in excess of five percent of the common stock of the Company and is a secured creditor and judgment
creditor of the Company. Mr. Burstyn is the son of the General Partner of College Health. The settlement agreement required, in
part, that Mr. Burstyn be appointed to the Board of Directors of the Company to the extent any of the current members of the Board
of Directors remained in control of the Company until the Judgment entered in one of the cases in favor of College Health, together
with post judgment interest due thereon, was paid in full. See Form 10-K for the period ending December 31, 2017, Item 3- Legal
Proceedings, for a description of the litigation between College Health & Investment, L.P. and the Company and Item 12-Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, for a description of the beneficial ownership
of common stock of College Health.
Mr. Burstyn is a technology-focused
entrepreneur. Mr. Burstyn has developed his own proprietary applications as a programmer and develops web, mobile, and
cryptocurrency and/or blockchain solutions for entrepreneurs and various corporations and other entities. From approximately
October of 2010 to approximately July of 2012, Mr. Burstyn co-created an online aggregate shopping cart platform which was
built, but never launched by Stashr, an entity he co-founded. From approximately October of 2012 to February of 2014,
Mr. Burstyn founded and co-developed SpaceMatch, LLC, which sought to develop an online commercial real estate
marketplace. From approximately March of 2014 to December of 2015, Mr. Burstyn acted as Chief Operating Officer of
Neuromore, LLC, a signal-processing software company where he planned and directed global business strategy and the
implementation of cloud-based SaaS revenue channels with biosensor manufacturers, research institutions and other customers.
Since approximately October of 2016, Mr. Burstyn has co-owned and operated CliqFix, LLC, a business that develops web and
mobile applications as well as cutting-edge cryptocurrency, cryptoasset, and blockchain solutions. Since January of 2018, Mr.
Burstyn has owned and operated Live Rigs, LLC, a business that builds machines for the purpose of mining cryptocurrencies.
Mr. Burstyn received a B.S. degree in commerce in 2010 from the University of Virginia, McIntire School of Commerce where he
concentrated on marketing and finance.
A
Director of the Company is eligible for an annual payment in the amount of $15,000 as long as they remain a Director through December
31 of the applicable year, absent death or incapacitation. The annual payment to new directors is prorated based upon months served
in their initial year as a Director. Directors are reimbursed for certain approved expenses incurred in connection with Company
business and for certain approved expenses incurred in connection with attendance at non-telephonic Board, committee, or other
meetings. Directors are from time to time, awarded non-qualified options to purchase common stock of the Company.
Pursuant
to the requirement 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.
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DIAMONDHEAD
CASINO CORPORATION
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By:
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/s/
Deborah A. Vitale
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Deborah
A. Vitale
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President
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Dated:
May 4, 2018
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