DHCC Diamondhead Casino Corporation (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 205491919

 

FORM 10-Q

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2023

 

or

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                          to

 

Commission File No: 0-17529

 

 

DIAMONDHEAD CASINO CORPORATION

(Exact name of registrant as specified in charter)

 

Delaware		59-2935476
(State of Incorporation)		(I.R.S. EIN)

 

1013 Princess Street, Alexandria, Virginia 22314

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: 703-683-6800

 

Securities registered pursuant to Section 12(b)-2 of the Exchange Act.:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
None

 

Indicate by check mark whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☐ No ☒

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

 

Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the Issuer’s classes of common equity as of the latest practicable date: Number of shares outstanding as of November 8, 2023: 36,297,576.

 

 

 

DIAMONDHEAD CASINO CORPORATION

AND SUBSIDIARIES

 

TABLE OF CONTENTS

 

		Page
PART 1:	FINANCIAL INFORMATION	1
ITEM 1:	Financial Statements	1
	Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	1
	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and September 30, 2022	2
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficiency for the Three and Nine Months Ended September 30, 2023 and September 30, 2022	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and September 30, 2022	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
ITEM 2:	Management’s Discussion and Analysis of Financial Condition and Financial Results	21
ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk	23
ITEM 4:	Controls and Procedures	23
PART II:	OTHER INFORMATION	25
ITEM 1:	Legal Proceedings	25
ITEM 1A:	Risk Factors	26
ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	27
ITEM 3:	Default Upon Senior Securities	27
ITEM 4:	Mine Safety Disclosures	27
ITEM 5:	Other Information	27
ITEM 6:	Exhibits	27
	Signatures	28

 

 

DIAMONDHEAD CASINO CORPORATION

AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		September 30,				December 31,
		2023				2022
		(Unaudited)
ASSETS
Current assets:
Cash		$	25,112			$	55,885
Total current assets			25,112				55,885
Land (Note 3)			5,476,097				5,476,097
Other assets			80				80
Total assets		$	5,501,289			$	5,532,062
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses due related parties (Note 4)			8,179,881			$	7,462,182
Accounts payable and accrued expenses - others (Note 4)			5,309,047				4,918,538
Accounts payable and accrued expenses			5,309,047				4,918,538
Convertible notes and line of credit payable (Note 5)			1,962,500				1,962,500
Debenture payable (Note 6)			50,000				50,000
Convertible debenture payable (Note 6)			1,800,000				1,800,000
Short term notes and interest bearing advance (Note 7)			65,504				80,504
Notes payable due related parties (net of unamortized debt discount of $51,527 and $0, respectively) (Note 8)			769,125				720,651
Notes payable due others (net of unamortized debt discount of $22,617 and $24,937, respectively) (Note 9)			574,883				532,563
Notes payable due			574,883				532,563
Total current liabilities			18,710,940				17,526,938
Non-current liabilities:
Long term notes and interest bearing advance (Note 10)			15,000				-
Total non-current liabilities			15,000				-
Total liabilities			18,725,940				17,526,938
Commitments and contingencies (Notes 3 and 12)			-
Stockholders’ deficit:
Preferred stock, $0.01 par value; shares authorized 5,000,000, outstanding 2,086,000 at September 30, 2023 and December 31, 2022 (aggregate liquidation preference of $2,519,080 at September 30, 2023 and December 31, 2022)			20,860				20,860
Common stock, $0.001 par value; shares authorized 50,000,000, issued: 39,052,472 at September 30, 2023 and December 31 2022, outstanding: 36,297,576 at September 30, 2023 and December 31, 2022			39,052				39,052
Additional paid-in capital			36,219,278				36,122,078
Unearned ESOP shares			(2,609,264	)			(2,609,264	)
Accumulated deficit			(46,678,350	)			(45,351,375	)
Treasury stock, at cost, 1,004,886 shares at September 30, 2023 and December 31, 2022			(216,227	)			(216,227	)
Total stockholders’ deficit			(13,224,651	)			(11,994,876	)
Total liabilities and stockholders’ deficit		$	5,501,289			$	5,532,062

 

See the accompanying notes to these unaudited condensed consolidated financial statements.

 

 

DIAMONDHEAD CASINO CORPORATION

AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30,

(UNAUDITED)

 

		Three Months Ended
		September 30,
		2023				2022
COSTS AND EXPENSES
Administrative and general		$	206,436			$	184,288
Other			17,239				16,940
Total costs and expenses			223,675				201,228
OTHER EXPENSE
Interest expense:
Related parties			89,219				87,541
Other			72,612				92,643
Total other expense			161,831				180,184
NET LOSS			(385,506	)			(381,412	)
PREFERRED STOCK DIVIDENDS			(25,400	)			(25,400	)
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS		$	(410,906	)		$	(406,812	)
Weighted average common shares outstanding -basic and diluted			36,297,576				36,297,576
Net loss per common share - basic and diluted		$	(0.011	)		$	(0.011	)

 

See the accompanying notes to these unaudited condensed consolidated financial statements.

 

 

DIAMONDHEAD CASINO CORPORATION

AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30,

(UNAUDITED)

 

		Nine Months Ended
		September 30,
		2023				2022
COSTS AND EXPENSES
Administrative and general			589,744			$	552,467
Other			51,063				51,214
Total costs and expenses			640,807				603,681
OTHER EXPENSE
Interest expense:
Related parties			359,403				340,881
Other			250,565				295,948
Total other expense			609,968				636,829
NET LOSS			(1,250,775	)			(1,240,510	)
PREFERRED STOCK DIVIDENDS			(76,200	)			(76,200	)
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS		$	(1,326,975	)		$	(1,316,710	)
Weighted average common shares outstanding - basic and diluted			36,297,576				36,297,576
Net loss per common share - basic and diluted		$	(0.037	)		$	(0.036	)

 

See the accompanying notes to these unaudited condensed consolidated financial statements.

 

 

DIAMONDHEAD CASINO CORPORATION

AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

 

		Shares				Amount				Shares				Amount				Capital				Shares				Amount				Deficit				Shares				Amount				Deficit
																		Additional																								Total
		Preferred Stock								Common Stock								Paid-in				Unearned ESOP								Accumulated				Treasury Stock								Stockholders’
		Shares				Amount				Shares				Amount				Capital				Shares				Amount				Deficit				Shares				Amount				Deficit
Balances at January 1, 2022			2,086,000			$	20,860				39,052,472			$	39,052			$	36,100,973				1,829,555			$	(2,727,866	)		$	(43,394,070	)			925,341			$	(186,000	)		$	(10,147,051	)
Common stock to be issued in connection with notes payable			-				-				-				-				64,000				-				-				-				-				-				64,000
Common stock to be issued in connection with notes payable - related parties
Common stock to be issued in connection with notes payable - others
Stock-based compensation			-				-				-				-				11,480				-				-				-				-				-				11,480
Dividends			-				-				-				-				-				-				-				(25,400	)			-				-				(25,400	)
Net loss			-				-				-				-				-				-				-				(471,522	)			-				-				(471,522	)
Balances at March 31, 2022			2,086,000				20,860				39,052,472				39,052				36,176,453				1,829,555				(2,727,866	)			(43,890,992	)			925,341				(186,000	)			(10,568,493	)
Debt discount			-				-				-				-				34,000				-				-				-				-				-				34,000
Dividends			-				-				-				-				-				-				-				(25,400	)			-				-				(25,400	)
Net loss			-				-				-				-				-				-				-				(387,576	)			-				-				(387,576	)
Balances at June 30, 2022			2,086,000				20,860				39,052,472				39,052				36,210,453				1,829,555				(2,727,866	)			(44,303,968	)			925,341				(186,000	)			(10,947,469	)
Dividends			-				-				-				-				-				-				-				(25,400	)			-				-				(25,400	)
Net loss			-				-				-				-				-				-				-				(381,412	)			-				-				(381,412	)
Balances at September 30, 2022		$	2,086,000			$	20,860			$	39,052,472			$	39,052			$	36,210,453			$	1,829,555			$	(2,727,866	)		$	(44,710,780	)		$	925,341			$	(186,000	)		$	(11,354,281	)
Balances at January 1, 2023			2,086,000			$	20,860				39,052,472			$	39,052			$	36,122,078				1,750,010			$	(2,609,264	)		$	(45,351,375	)			1,004,886			$	(216,227	)		$	(11,994,876	)
Common stock to be issued in connection with notes payable - related parties			-				-				-				-				17,500				-				-				-				-				-				17,500
Dividends			-				-				-				-				-				-				-				(25,400	)			-				-				(25,400	)
Net loss			-				-				-				-				-				-				-				(497,957	)			-				-				(497,957	)
Balances at March 31, 2023			2,086,000				20,860				39,052,472				39,052				36,139,578				1,750,010				(2,609,264	)			(45,874,732	)			1,004,886				(216,227	)			(12,500,734	)
Dividends			-				-				-				-				-				-				-				(25,400	)			-				-				(25,400	)
Net loss			-				-				-				-				-				-				-				(367,312	)			-				-				(367,312	)
Balances at June 30, 2023			2,086,000				20,860				39,052,472				39,052				36,139,578				1,750,010				(2,609,264	)			(46,267,444	)			1,004,886				(216,227	)			(12,893,445	)
Balance			2,086,000				20,860				39,052,472				39,052				36,139,578				1,750,010				(2,609,264	)			(46,267,444	)			1,004,886				(216,227	)			(12,893,445	)
Common stock to be issued in connection with notes payable - related parties			-				-				-				-				52,500				-				-				-				-				-				52,500
Common stock to be issued in connection with notes payable - others			-				-				-				-				27,200				-				-				-				-				-				27,200
Dividends			-				-				-				-				-				-				-				(25,400	)			-				-				(25,400	)
Net loss			-				-				-				-				-				-				-				(385,506	)			-				-				(385,506	)
Balances at September 30, 2023			2,086,000			$	20,860				39,052,472			$	39,052			$	36,219,278				1,750,010			$	(2,609,264	)		$	(46,678,350	)			1,004,886			$	(216,227	)		$	(13,224,651	)
Balance			2,086,000			$	20,860				39,052,472			$	39,052			$	36,219,278				1,750,010			$	(2,609,264	)		$	(46,678,350	)			1,004,886			$	(216,227	)		$	(13,224,651	)

 

See the accompanying notes to these unaudited condensed consolidated financial statements.

 

 

DIAMONDHEAD CASINO CORPORATION

AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30,

(UNAUDITED)

 

		Nine Months Ending
		September 30,
		2023				2022
Cash flows from operating activities:
Net loss		$	(1,250,775	)		$	(1,240,510	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization			50,974				115,083
Stock-based compensation			-				11,480
Changes in operating assets and liabilities:
Accounts payable and accrued expenses - related parties			641,499				599,785
Accounts payable and accrued expenses - other			390,509				378,217
Net cash used in operating activities			(167,793	)			(135,945	)
Cash flows from financing activities:
Proceeds from non-interest bearing advances from others			40,000				130,000
Proceeds from non-interest bearing advances from related parties			97,020				-
Repayments to notes payable issued to related parties			-				(15,104	)
Net cash provided by financing activities			137,020				114,896
Net decrease in cash			(30,773	)			(21,049	)
Cash at beginning of period			55,885				82,091
Cash at end of period		$	25,112			$	61,042
Supplemental disclosure of cash flow information:
Cash paid for interest		$	-			$	-
Supplemental disclosure of non-cash financing activities:
Common stock to be issued in connection with notes payable - related parties		$	70,000			$	98,000
Common stock to be issued in connection with notes payable - Others		$	27,200			$	-
Unpaid preferred stock dividends in accounts payable and accrued expenses		$	76,200			$	76,200

 

See the accompanying notes to these unaudited condensed consolidated financial statements.

 

 

DIAMONDHEAD CASINO CORPORATION

AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Note 1. Organization and Business

 

Diamondhead Casino Corporation (the “Company”) owns, through its wholly-owned subsidiary, Mississippi Gaming Corporation, an approximate 400-acre undeveloped property located at 7051 Interstate 10, Diamondhead, Mississippi 39525 (hereafter “the Diamondhead Property” or “the Property”). The Company’s intent was and is to construct a casino resort and other amenities on the Property unilaterally or in conjunction with one or more joint venture partners. However, the Company has been unable, to date, to obtain financing to move the project forward and/or enter into a joint venture partnership. There can be no assurance that the substantial funds required for the design and construction of the project can be obtained or that such funds can be obtained on acceptable terms. In addition, the Company has been unable to obtain financing to sustain the Company. Due to its lack of financial resources, the Company was forced to explore other alternatives, including a sale of part or all of the Property. The Company’s preference is to sell only part of the Property inasmuch as this would appear to be in the best interest of the stockholders of the Company. However, there can be no assurance the Company will be able to sell only part of the Property. The Company intends to continue to pursue a joint venture partnership and/or other financing while seeking a viable purchaser for part or all of the Property. Finally, there can be no assurance that if the requisite financing for the project were obtained and the project were constructed, that the project would be successful.

 

Note 2. Liquidity and Going Concern

 

These unaudited condensed consolidated financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses over the past several years, has no operations, generates no operating revenues and, as reflected in the accompanying unaudited condensed consolidated financial statements, incurred a net loss applicable to common stockholders of $1,326,975 and $1,316,710 for the nine months ended September 30, 2023 and 2022 respectively. In addition, the Company had an accumulated deficit of $46,678,350 on September 30, 2023. Due to its lack of financial resources, the Company has been forced to explore other alternatives, including a sale of part or all of the Property.

 

The Company has had no operations since it ended its gambling cruise ship operations in 2000. Since that time, the Company has concentrated its efforts on the development of its Diamondhead, Mississippi property. That development is dependent upon the Company obtaining the necessary capital, through either equity and/or debt financing, unilaterally or in conjunction with one or more partners, to master plan, design, obtain permits for, construct, open, and operate a casino resort.

 

In the past, in order to raise capital to continue to pay on-going costs and expenses, the Company has borrowed funds, through Private Placements of convertible instruments as well as through other secured notes which are more fully described in Notes 5 through 10 to these unaudited condensed consolidated financial statements. The Company is in default with respect to payment of both principal and interest under the terms of most of these instruments. In addition, at September 30, 2023, the Company had $13,488,928 of accounts payable and accrued expenses and $25,112 in cash on hand.

 

The above conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

 

6

 

 

Note 3. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements and, in our opinion, reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the nine months ended September 30, 2023 are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2022, attached to our annual report on Form 10-K.

 

Principles of Consolidation

 

The unaudited condensed consolidated financial statements include the accounts of Diamondhead Casino Corporation and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

 

Estimates

 

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Land

 

Land held for development is carried at cost. Costs directly related to site development, such as licensing, permitting, engineering, and other costs, are capitalized.

 

Land development costs, which have been capitalized, consist of the following at September 30, 2023 and December 31, 2022:

 Schedule of Land Development Cost Capitalized

Land		$	4,934,323
Licenses			77,000
Engineering and costs associated with permitting			464,774
		$	5,476,097

 

Fair Value Measurements

 

The Company follows the provisions of ASC Topic 820 “Fair Value Measurements” for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. The standard discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The standard utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

 

7

 

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2: Input other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

Level 3: Unobservable input that reflects management’s own assumptions.

 

Financial instruments included in current assets and liabilities are reported at carrying value in the unaudited condensed consolidated balance sheets, which approximate fair value due to their short-term nature.

 

Long-Lived Assets

 

The Company reviews long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The recoverability of long-lived assets is measured by comparing the carrying amount of the assets to the estimated undiscounted future cash flows projected to be generated by the assets. If such assets are considered impaired, the impairment to be recognized is measured by the amount the carrying value exceeds the fair value of such assets determined by appraisal, discounted cash flow projections, or other means. As of September 30, 2023, there was a triggering event due to recurring losses and an impairment test was conducted. However, the fair value of the long-lived assets exceeded the carrying value and the Company determined that no impairment existed at September 30, 2023.

 

Net Loss per Common Share

 

Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share is calculated by using the weighted average number of common shares outstanding, plus other potentially dilutive securities. Potentially dilutive securities are excluded from the computation of diluted loss per shares since their effect would be antidilutive. Common shares outstanding consist of issued shares, including allocated and committed shares held by the ESOP trust, less shares held in treasury. Common shares outstanding excludes the 910,000 shares subject to be issued in connection with notes payables (see note 9) and 185,000 shares subject to be issued to the Chairman of the Board of Directors. (see note 11). The dilutive securities below do not include 5,055,555 potentially convertible Debentures since the requirements for possible conversion have not yet been met and may never be met.

 

The table below summarizes the components of potential dilutive securities at September 30, 2023 and 2022.

 Schedule of Components of Potential Dilutive Securities

		September 30,
Description		2023				2022
Convertible Preferred Stock			260,000				260,000
Options to Purchase Common Shares			4,555,000				4,555,000
Total			4,815,000				4,815,000

 

8

 

 

Recently Adopted Accounting Pronouncements

 

In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841). This new guidance is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual reporting periods. This pronouncement was amended under ASU 2019-10 to allow an extension on the adoption date to entities that qualify as a small reporting company. The Company has elected this extension and the effective date for the Company to adopt this standard will be for fiscal years beginning after December 15, 2022. Accordingly, the Company has adopted this standard as of January 1, 2023 and it did not have an effect on its consolidated financial statements.

 

Recently Issued Accounting Pronouncements Not Yet Adopted

 

On March 27, 2023, the FASB issued ASU 2023-01, which amends certain provisions of ASC 842 that apply to arrangements between related parties under common control. Specifically, the ASU:

 

	●	Offers private companies, as well as not-for-profit entities that are not conduit bond obligors, a practical expedient that gives them the option of using the written terms and conditions of a common-control arrangement when determining whether a lease exists and the subsequent accounting for the lease, including the lease’s classification
	●	Amends the accounting for leasehold improvements in common-control arrangements for all entities.

 

The ASU is effective for fiscal years beginning after December 15, 2023. The Company has not completed its assessment of the standard, but does not expect the adoption to have a material impact on the Company’s unaudited condensed consolidated financial position, results of operations, or cash flows.

 

No other recent accounting pronouncements were issued by FASB that are believed by management to have a material impact on the Company’s present or future financial statements.

 

Note 4. Accounts Payable and Accrued Expenses

 

The table below outlines the elements included in accounts payable and accrued expenses at September 30, 2023 and December 31, 2022:

 Schedule of Accounts Payable and Accrued Expenses

		September 30,				December 31,
		2023				2022
Related parties:
Accrued payroll due officers		$	3,794,711			$	3,569,711
Accrued interest due officers and directors			2,827,246				2,467,844
Accrued director fees			906,250				838,750
Base rents due to the President			444,082				403,274
Associated rental costs			190,284				165,295
Other			17,308				17,308
Total related parties		$	8,179,881			$	7,462,182
Non-related parties:
Accrued interest		$	3,060,664			$	2,841,520
Accrued dividends			1,244,600				1,168,400
Accrued fines and penalties			542,575				444,875
Other			461,208				463,743
Total non-related parties		$	5,309,047			$	4,918,538

 

9

 

 

Note 5. Convertible Notes and Line of Credit

 

Line of Credit

 

In 2008, the Company entered into an agreement with an unrelated third party for an unsecured Line of Credit up to a maximum of $1,000,000. The Line of Credit carries an interest rate on amounts borrowed of 9% per annum. All funds originally advanced under the facility were due and payable by November 1, 2012. As an inducement to provide the facility, the lender was awarded an immediate option to purchase 50,000 shares of common stock of the Company at $1.75 per share. In addition, the lender received an option to purchase a maximum of 250,000 additional shares of common stock of the Company at $1.75 per share. The options expire following repayment in full by the Company of the amount borrowed. The Company is in default under the repayment terms of the agreement. At September 30, 2023 and December 31, 2022, the unpaid principal and accrued interest due on the obligation totaled $2,280,490 and $2,213,422, respectively.

 

Convertible Notes

 

The Convertible Notes issued pursuant to the two Private Placements discussed above total $962,500 in principle and became due and payable beginning in March 2012 and extending to various dates through June 2013. As of the date of the filing of this report, all the aforementioned debt obligations remain unpaid and in default under the repayment terms of the notes. In November 2020, the Superior Court of the State of Delaware awarded Judgments in favor of certain holders of these Promissory Notes who filed suit against the Company. As a result, the Company must carry an aggregate of $486,796 (total principal and interest) as debt owed to these noteholders. As of September 30, 2023 and December 31, 2022, all Notes issued had a total outstanding principal of $962,500 and accrued interest, including the additional interest awarded pursuant to the Court Judgments, of $1,120,169 and $1,043,547 respectively.

 

The table below summarizes the Company’s debt arising from the above-described sources as of September 30, 2023 and December 31, 2022:

 Schedule of Convertible Notes Payable

		September 30, 2023				December 31, 2022
Private placements - March 1, 2010*		$	475,000			$	475,000
Private placements - October 25, 2010			487,500				487,500
		$	962,500			$	962,500

 

*

Of the 2010 placements above, $75,000 is due to a related party.

 

Note 6. Convertible Debentures

 

Pursuant to a Private Placement Memorandum dated February 14, 2014 (the “Private Placement”), the Company offered up to a maximum of $3,000,000 of Collateralized Convertible Senior Debentures to accredited or institutional investors. The Offering was conducted contingent on the deposit into Escrow of the purchase price for all the Debentures offered in the principal amount of $3,000,000. The Debentures, once issued, originally bore interest at 4% per annum after 180 days, matured six years from the date of issuance, and were secured by a lien on the Company’s Mississippi property. The interest rate on these debentures was raised pursuant to subsequent agreements. The debentures were offered in three tranches as follows:

 

(a) $1,000,000 of First Tranche Collateralized Convertible Senior Debentures convertible into an aggregate of 3,333,333 shares of Common Stock of the Company at a conversion price of $.30 per share (the “First Tranche Debentures”);

 

(b) $1,000,000 of Second Tranche Collateralized Convertible Senior Debentures, convertible into an aggregate of 2,222,222 shares of Common Stock of the Company at a conversion price of $.45 per share (the “Second Tranche Debentures”); and

 

10

 

 

(c) $1,000,000 of Third Tranche Collateralized Convertible Senior Debentures, convertible into either 1,818,182 shares of Common Stock or 1,333,333 shares of Common Stock of the Company, at a conversion price of $.55 or $.75 per share depending upon certain conditions described in the Private Placement Memorandum (the “Third Tranche Debentures”).

 

The conversion rights on each issued Debenture carried an Anti-Dilution Provision. If the Company issued any shares of Common Stock or other securities after March 31, 2014 at a price per security that was less than the conversion price of a Debenture, then the Debenture would have had a new conversion price equal to the price per security that was less than the Conversion Price of the Debenture. The foregoing provision did not apply to the following:

 

(a) The issuance of any of the other Debentures in the Offering or the issuance of shares of Common Stock upon conversion of any of the Debentures in the Offering.

 

(b) The issuance of any shares of Common Stock if such issuance relates to an agreement, arrangement or grant to issue shares of Common Stock entered into by the Company prior to the Issue Date of the First Tranche Debentures in the Offering, including but not limited to, for example, previously issued convertible promissory notes, previously issued warrants, previously issued options to purchase Common Stock, or common stock vested or to be issued pursuant to a pre-existing Employee Stock Ownership Plan.

 

The Anti-Dilution Provisions with respect to a Debenture terminate the earlier of (a) the date (if ever) the Company receives an “Approval to Proceed” from the Mississippi Gaming Commission to develop a casino/hotel on the Property, (b) the date on which the Debenture is converted in full, (c) the date on which the Debenture is paid in full, or (d) the Final Maturity Date of the Debenture (as defined in the Debenture).

 

Since the issuance of the Debentures, there have been no events that would trigger the above anti-dilution provisions.

 

The First Tranche Debentures were issued on March 31, 2014. The Final Maturity Date of the First Tranche Debentures was six years from the issuance date of the Debentures, or March 31, 2020. Therefore, the anti-dilution provisions of the First Tranche Debentures have expired.

 

The Second Tranche Debentures were issued on December 31, 2014. The Final Maturity Date of the Second Tranche Debentures was six years from the issuance date of the Debentures, or December 31, 2020. Therefore, the anti-dilution provisions of the Second Tranche Debentures have expired.

 

When originally issued, in the event the Company failed to meet the conditions for conversion of the Debentures, the First Tranche Convertible Debentures, which total $950,000, would have been due on March 31, 2020 and the Second Tranche Convertible Debentures, which total $850,000, would have been due December 31, 2020. The sole remaining non-convertible Debenture in the amount of $50,000 would have been due March 31, 2020. However, the Company is in default with respect to interest payments due under the Debenture agreements in the amount of $427,081 and as a result, the Debentures payable are reported as current liabilities.

 

On or about October 25, 2016, certain Debenture holders sued the Company for failing to make payments due under the terms of the Debentures. On or about December 12, 2019, the parties entered into a Settlement Agreement and on January 13, 2020, the parties filed a Stipulation of Voluntary Dismissal with Prejudice in the case. The case was dismissed with the Court maintaining continuing jurisdiction over the Settlement Agreement.

 

In or about December 2022, the parties entered into an Amendment to Settlement Agreement. The Amendment provides, in pertinent part, as follows: that on or before March 31, 2023, the Plaintiffs would be paid the principal due under their debentures of $1.5 million, plus interest of four percent (4%) per annum on the principal due from January 1, 2015 through December 31, 2019, plus interest of six percent (6%) per annum on the principal due from January 1, 2020 through March 31, 2022, plus interest of eight percent (8%) per annum on the principle due from April 1, 2022 through the date of payment. In addition the Company agreed to pay legal costs and fees of $175,000 plus 50,000 shares of common stock. In the event payment was not made on or before March 31, 2023, judgment would be entered in the case. Post judgment interest shall only apply to the $1.5 million principle due. Total accrued interest due on all outstanding Debentures amounted to $717,473 and $617,733 at September 30, 2023 and December 31, 2022 respectively. Payment was not made on or before March 31, 2023. On July 5, 2023, the Plaintiffs filed a Motion to Reopen the Action, Vacate Dismissal, and Enter Judgment on Consent. The Company did not object to the Motion. On September 20, 2023, the Court entered an Order Granting Plaintiffs’ Motion to Reopen this Action, Vacate Dismissal, and Compel Enforcement of the Settlement Agreement and entered a Consent Judgment previously agreed to by the Company.

 

11

 

 

Note 7. Short Term Notes and Interest-Bearing Advance

 

Bank Credit Facility

 

Wells Fargo Bank provided an unsecured credit facility of up to $15,000 to the Company. The facility required a variable monthly payment of amounts borrowed plus interest, which was applied at 11.24% on direct charges and 24.99% on any cash advanced through the facility. At September 30, 2023 and December 31, 2022, a principal balance of $18,004 remained outstanding on the facility. The lending bank has since cancelled privileges under the facility for non-payment.

 

Interest Bearing Advances

 

In 2016, the Company received cash advances totaling $47,500 from seven lenders which included $22,500 from third parties (see Note 8 for related party advances). The proceeds from the cash advances were earmarked for the payment of accounting and auditing fees and other expenses required to file the Company’s Form 10-Q. On August 25, 2016, the Company issued a Note to the foregoing lenders, which matures four years from the date of issuance and bears interest at 8% per annum, with a full year of interest accruing in any year in which the advance remains unpaid. Accrued interest due on the above notes amounted to $16,400 and $14,200 at September 30, 2023 and December 31, 2022, respectively.

 

On February 2, 2017, the Company borrowed $25,000 from an unrelated third party. The Note carries an annual interest rate of approximately 12.5% and is past due. The Company is in default and as such, the lender may increase the interest rate due by an amount of up to 3% per annum in excess of the rate then otherwise applicable. The Company does not have the funds to repay the advance. The President of the Company has agreed to personally secure the note with an assignment of proceeds due to her under the first lien on the Property. Accrued interest on this obligation amounted to $20,856 and $18,493 at September 30, 2023 and December 31, 2022, respectively.

 

Of the amounts discussed above, $65,504 in short-term notes and advances are in default under the original agreed to terms.

 

Note 8. Current Notes Payable Due Related Parties

 

In 2016, the Company received cash advances totaling $47,500 from seven lenders which included $25,000 from three Current Directors of the Company (see Note 7). The proceeds from the cash advances were earmarked for the payment of accounting and auditing fees and other expenses required to file the Company’s Form 10-Q. On August 25, 2016, the Company issued a Note to the foregoing lenders, which matures four years from the date of issuance and bears interest at 8% per annum, with a full year of interest accruing in any year in which the advance remains unpaid. Accrued interest due on the above notes amounted to $16,000 and $14,000 at September 30, 2023 and December 31, 2022, respectively. These amounts are included in current liabilities on the consolidated balance sheets as of September 30, 2023 and December 31, 2022. This note is secured by a second lien on the Diamondhead Property.

 

12

 

 

In the third quarter of 2016, the Chairman of the Board of Directors of the Company loaned the Company $90,000. On August 25, 2016, the Company issued a Note to the Chairman of the Board. The Note bears interest at 14% per annum effective August 1, 2016 and matures four years from the date of issuance. The proceeds of the loan were used for the payment of Mississippi property taxes and auditing, accounting and other corporate expenses. Accrued interest due on the above note amounted to $90,306 and $80,882 at September 30, 2023 and December 31, 2022, respectively.

 

In July 2017, at the request of the Company, the current Chairman of the Board of Directors, who is also a Vice President of the Company (“the Chairman”), paid all property taxes due, together with all interest due thereon, to Hancock County, Mississippi on an approximate 400-acre tract of land, owned by Mississippi Gaming Corporation, a wholly owned subsidiary of the Company. The total amount advanced was $67,628.

 

The Chairman is one of the secured parties under that Land Deed of Trust recorded on September 26, 2014 in Hancock County, Mississippi, to secure Tranche I and Tranche II Debentures issued by the Company in 2014. Under paragraph 5 of the Land Deed of Trust, a secured party who advances sums for taxes due on the Property is secured by the same Land Deed of Trust, but only at that interest rate specified in the note representing the primary indebtedness, namely 4% per annum.

 

The Chairman advanced the $67,628 on condition that: (i) the advance constitute a lien with interest at 4% per annum under that Land Deed of Trust recorded September 26, 2014; (ii) he be paid additional interest of 11% per annum on the amount advanced and owing and that the full 11% interest per annum is payable during any calendar year in which all or part of the amount advanced and owing or interest due thereon remains unpaid; (iii) this additional interest obligation be treated as a separate and secured debt of the Company, to be evidenced by a separate note and is secured with a separate and third lien to be placed on the Property (hereafter “the Third Lien”); (iv) the entire obligation will be treated as an advance to be paid out of any subsequent incoming financing obtained by the Company or any amounts recovered by the Company from a defendant in that collection action brought by the Company in the Circuit Court of Montgomery County, Maryland; and (v) he be indemnified for any losses sustained on the sale of that common stock sold to cover the payment of real estate property taxes and any credit card fees associated with payment (“the indemnification”). The Chairman identified the common stock sold and provided the Company with the documentation required to document the sale of said stock and to calculate the loss, if any, on said stock. The fair value measurement of the derivative indemnification liability at December 31, 2021 was developed using Level 1 inputs, which was valued at $0. On February 4, 2022, the Board of Directors entered into an agreement with the Chairman to issue 35,000 shares of common stock of the Company to the Chairman to repurchase the indemnification. See Note 11. On September 30, 2018, Mississippi Gaming Corporation issued a secured promissory note, due one year from the date of issue to the Chairman for an amount up to $100,000 to cover the principal and interest due with respect to this note. On August 21, 2018, Mississippi Gaming Corporation placed a third lien on the Property to secure this obligation for $100,000. Accrued interest on the note amounted to $68,845 and $59,360 at September 30, 2023 and December 31, 2022, respectively.

 

In March of 2018, the Board of Directors voted to increase up to an additional $200,000 the amount secured by the third lien in favor of the Chairman of the Board, for amounts advanced by the Chairman on behalf of the Company, on the following terms and conditions, namely, that (i) the advance constitutes a lien on the Property with interest at 15% per annum; (ii) that the full interest of 15% per annum is payable during any calendar year in which all or part of the amount advanced is due and owing or interest due thereon remains unpaid; (iii) that this debt be evidenced by a separate promissory note and is to be included in and secured with a third lien that is to be placed on the Diamondhead Property to secure previous advances made to the Company (hereafter “the Third Lien”); (iv) that he be indemnified for any losses sustained on the sale of his common stock in an unrelated publicly-traded company to be sold to cover this advance based on a sales price of approximately $2.80 per share with a cap on the maximum loss per share to be at a sales price of $10.00 per share; and (v) that the Chairman’s previous indemnification approved by the Board of Directors on July 24, 2017 with respect to any loss on the sale of the same stock also be capped at a maximum of $10.00 per share. The Chairman identified the common stock sold and provided the Company with the documentation required to document the sale of said stock and to calculate the loss, if any, on said stock. On February 4, 2022, the Board of Directors entered into an agreement with the Chairman to issue 35,000 shares of common stock of the Company to the Chairman to repurchase the indemnifications. See Note 11.

 

13

 

 

On September 30, 2018, Mississippi Gaming Corporation issued a secured promissory note, due one year from the date of issue to the Chairman, for an amount up to $200,000 to cover the principal and interest due with respect to this note. On August 21, 2018, Mississippi Gaming Corporation placed a third lien on the Diamondhead Property to secure this obligation for $200,000.

 

In November of 2018, the Board of Directors voted to increase up to an additional $100,000 of advances from the Chairman and in March of 2019, the Board of Directors voted to increase the limit of the advances to $200,000. The terms of this advance are identical to the terms as approved above in March 2018.

 

In July 2020, the Chairman of the Board of the Company paid a total of $67,076 for property taxes due for the year 2019 on the Company’s 400-acre Diamondhead, Mississippi Property plus $1,573 in related fees. The Company placed a fourteenth lien on the Property in July 2021 to secure a promissory note in the amount of $150,000 issued to the Chairman of the Board of the Company to secure the payment of these taxes and interest due thereon.

 

In May 2021, the Chairman of the Board of the Company paid a total of $62,610 for property taxes due for the year 2020 on the Company’s 400-acre Diamondhead, Mississippi Property plus $1,468 in related fees. The Company placed a fifteenth lien on the Property in July 2021 to secure a promissory note in the amount of $100,000 issued to the Chairman of the Board of the Company to secure the payment of these taxes and interest due thereon.

 

On May 30, 2021, the Chairman of the Board of the Company loaned the Company $50,000. The note is non-interest bearing and matures one year from the date of issuance. The Company placed a sixteenth lien on the Property in July 2021 to secure this non-interest bearing note which totals $50,000 in principal and calls for the issuance of 100,000 shares of common stock. The note is not convertible. As of the issuance date of these financial statements, no shares have been issued. The Company recorded a fair value of the stock of $33,500, which was determined by the fair value of the Company’s common stock at the date of the loan. The fair value of the stock was recorded as a debt discount, which will be amortized to interest expense over the life of the note. Debt discount was fully amortized during 2022.

 

On February 17, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principal amount of $25,000 together with 50,000 shares of common stock of the Company. The note was issued in connection with the Chairman advancing funds to pay off accounts payable on behalf of the Company. The note is not convertible. As of the issuance date of these financial statements, no shares have been issued. The Company recorded a fair value of the stock of $17,500, which was determined by the fair value of the Company’s common stock at the date of the loan. The fair value of the stock was recorded as a debt discount, which will be amortized to interest expense over the life of the note. During the nine months ended September 30, 2023, $12,164 of debt discount was amortized to interest expense to related parties. On November 1, 2023, as previously agreed, the Company paid the Chairman the $25,000 advanced out of the proceeds of the eminent domain settlement.

 

On July 28, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principal amount of $75,000 together with 150,000 shares of common stock of the Company. The note was issued in connection with the Chairman advancing funds to pay off property taxes due for the year 2022 on the Diamondhead, Mississippi Property and fees due to Company’s outside auditor for review of Form 10Q for the period ending June 30, 2023, on behalf of the Company. The note is not convertible. As of the issuance date of these financial statements, no shares have been issued. The Company recorded a fair value of the stock of $52,500, which was determined by the fair value of the Company’s common stock at the date of the loan. The fair value of the stock was recorded as a debt discount, which will be amortized to interest expense over the life of the note. During the nine months ended September 30, 2023, $9,290 of debt discount was amortized to interest expense to related parties. On November 1, 2023, as previously agreed, the Company paid the Chairman the $75,000 advanced out of the proceeds of the eminent domain settlement.

 

As of September 30, 2023, the Chairman had advanced a total of $467,953, net of repayment of $16,250, under both the March 2018 and March 2019 arrangements and was owed accrued interest in the amount of $349,415 and $279,754 at September 30, 2023 and December 31, 2022, respectively.

 

14

 

 

On July 24, 2017, the President of the Company, who is a Director of the Company, agreed to advance the Company up to $20,000 for the payment of expenses. In March of 2018, the Board of Directors voted to increase to up to $100,000 the amount to be secured by a third lien in favor of the President of the Company for amounts advanced by the President under this note, on the following terms and conditions, namely, that (i) she be paid interest of 15% per annum on the amount advanced and owing and that the full 15% interest per annum is payable during any calendar year in which all or part of the amount advanced and owing or interest due thereon remains unpaid; (ii) the obligation in the maximum principal amount of $100,000 with interest due thereon be treated as a secured debt of the Company, to be evidenced by a separate note and to be secured with a separate lien to be placed on the Diamondhead Property (“the Third Lien”) together with the Chairman’s Third Lien, as well as a first lien to be placed on the residential lot owned by the Company; (iii) that the Third Lien on the Diamondhead Property also include the two loans ($25,000 and $15,000) and interest due thereon and credit facilities in the maximum amount of $15,000; and (iv) that the foregoing will be treated as advances to be paid out of any subsequent incoming financing obtained by the Company or any amounts recovered by the Company from a defendant in that collection action brought by the Company in the Circuit Court of Montgomery County, Maryland.

 

As of September 30, 2023, the President had advanced a total of $23,620, net of repayments of $49,949, under this agreement. The President previously agreed to secure a $25,000 loan and interest due thereon and to secure and guarantee a $15,000 loan and interest due thereon due non-related parties discussed above. The President is also personally liable for certain bank-issued credit cards used by the Company to pay expenses incurred by the Company in the approximate amount of $18,000. On September 30, 2018, Mississippi Gaming Corporation issued a secured promissory note, due one year from date of issue, to the President for an amount up to $100,000 to cover the principal and interest due with respect to this note. On August 21, 2018, Mississippi gaming Corporation placed a third lien on the Diamondhead Property to secure this obligation for $100,000. Accrued interest due on this note amounted to $50,655 and $41,409 at September 30, 2023 and December 31, 2022, respectively.

 

The third lien placed on the Diamondhead Property, which secures the above three promissory notes, totals up to $400,000 and is payable to the Chairman of the Board ($300,000) and President ($100,000) of the Company.

 

The principal balance of the notes payable due to the officers and directors discussed above was $769,125, net of debt discount of $51,527 and $720,651, net of debt discount of $0, as of September 30, 2023 and December 31, 2022, respectively.

 

Note 9. Notes Payable Due Others

 

In October 2017, the Company entered into a settlement with a holder of $150,000 of convertible notes as described in Note 5 above. As part of the settlement, the Company agreed to pay legal fees in the amount of $50,000 and issued a four year note at 0% interest to satisfy this obligation. The note is currently in default.

 

In December 2020, the Company entered into three promissory notes with unrelated lenders in exchange for an aggregate principal amount of $126,250. The Company received total proceeds of $100,000 for the notes, resulting in an original issue discount of $26,250. This original issue discount was recorded as a debt discount, which will be amortized to interest expense over the life of the notes. The notes are non-interest bearing and matured in December 2021, one year after the notes’ issuances. These notes are currently in default.

 

In January and February 2021, the Company entered into two additional promissory notes with unrelated lenders in exchange for a principal amount of $25,000 and $31,250, respectively. The Company received total proceeds of $50,000 for the notes, resulting in an original issue discount of $6,250. This original issue discount was recorded as a debt discount, which will be amortized to interest expense over the life of the notes. The notes are non-interest bearing and matured in January and February 2022, respectively, one year after the notes’ issuances. These notes are currently in default.

 

15

 

 

In April and May 2021, the Company entered into three additional promissory notes with unrelated lenders in exchange for a principal amount of $70,000, $25,000 and $25,000, respectively. The Company received total proceeds of $100,000 for the notes, resulting in an original issue discount of $20,000. This original issue discount was recorded as a debt discount, which will be amortized to interest expense over the life of the notes. The notes are non-interest bearing and matured in April and May 2022, respectively, one year after the notes’ issuances. The notes are currently in default.

 

In July 2021, the Company entered into an additional promissory note with an unrelated lender in exchange for a principal amount of $25,000. The Company received proceeds of $25,000 for the note. The note is non-interest bearing and matures in July 2022, one year after the note’s issuance. The note is currently in default.

 

In November 2021, the Company entered into an additional promissory note with an unrelated lender in exchange for a principal amount of $50,000. The Company received proceeds of $50,000 for the note. The note is non-interest bearing and matures in November 2022, one year after the note’s issuance. The note is currently in default.

 

In March 2022, unrelated third parties paid a total of $60,436 for property taxes due for the year 2021 on the Company’s Mississippi Property and loaned the Company an additional $19,564 for a total of $80,000. In return for the $80,000, the Company issued two non-interest bearing secured promissory notes for $40,000 each, due and payable in one year and, in addition, agreed to issue 80,000 shares of common stock for each $40,000 loaned, for a total repayment due of $80,000 plus 160,000 shares of common stock. The note is currently in default.

 

In April 2022, the Company entered into an additional promissory note with an unrelated lender in exchange for a principal amount of $50,000. The Company received proceeds of $50,000 for the note. The note is non-interest bearing and matures in April 2023, one year after the note’s issuance. The note is currently in default.

 

From April 2021 to June 2022, thirteen liens were placed on the Property to secure these notes. There is a call for the issuance of a total of 760,000 shares of common stock in connection with the notes and liens, however, no shares have been issued to date. In December 2020, the Company recorded a fair value of the stock of $22,050, which was determined by the fair value of the Company’s common stock at the date of each loan issuance. In 2021, the Company recorded a fair value of the stock pertaining to the 2021 notes of $102,000. In 2022, the Company recorded a fair value of the stock pertaining to the 2022 notes of $98,000. The fair value of the stock was recorded as a debt discount, which has been fully amortized to interest expense as of September, 30 2023.

 

On July 25, 2023 and August 8, 2023, the Company entered into two additional promissory notes with unrelated lenders in exchange for a principal amount of $20,000 each. The Company received total proceeds of $40,000 for the notes. These notes are non-interest bearing and mature in one year after the notes’ issuance. In exchange for the loans, the Company also agreed to issue 40,000 shares of common stock of the Company to each lender and agreed to pay each lender the principal due on each note out of the proceeds expected to be received from the settlement of an eminent domain proceeding. The notes are not convertible. As of the issuance date of these financial statements, no shares have been issued. The Company recorded a fair value of the stock of $27,200, which was determined by the fair value of the Company’s common stock at the date of the loan. The fair value of the stock was recorded as a debt discount, which will be amortized to interest expense over the life of the note. During the nine months ended September 30, 2023, $4,583 of debt discount was amortized to interest expense to others. On November 1, 2023, as previously agreed, the Company paid the two lenders $20,000 each out of the proceeds of the eminent domain settlement.

 

During the nine months ended September 30, 2023 and 2022, $29,520 and $101,499 of the debt discount was amortized to interest expense to others. As of September 30, 2023 and December 31, 2022, total notes payable due others, net of unamortized discount, was $574,883 and $532,563, respectively.

 

16

 

 

Note 10. Long Term Notes and Interest-Bearing Advance

 

Promissory Notes

 

On June 9, 2017, the Company entered into a Promissory Note with an unrelated lender in exchange for proceeds in the amount of $15,000. Interest on the note is 12.5% per annum and payable March 1 of each year the note remains outstanding. Payment in full of the Note was due June 9, 2019. On July 20, 2023, the Noteholder agreed to extend the maturity date of the note to June 9, 2025. Mississippi Gaming Corporation, a wholly owned subsidiary of the Company, guaranteed the Note. In addition, the President of the Company agreed to personally guarantee the Note and to personally secure the Note with an assignment of proceeds due to her under the first lien on the Diamondhead property. The interest payments since March 1, 2018 have not been made. Accrued interest due on this obligation amounted to $11,862 and $10,443 at September 30, 2023 and December 31, 2022, respectively.

 

Note 11. Related Party Transactions

 

As of September 30, 2023, the President of the Company is owed deferred salary in the amount of $3,591,996 and the Vice President and the current Chairman of the Board of Directors of the Company is owed deferred salary in the amount of $121,140. The Board of directors agreed to pay interest at 9% per annum on the foregoing amounts owed. Interest expense under this agreement amounted to $241,166 and $221,372 during the nine months ended September 30, 2023 and 2022, respectively. Total interest accrued under this agreement totaled $2,153,065 and $1,911,499 as of September 30, 2023 and December 31, 2022, respectively.

 

The Company has a month-to-month lease with the President and then-Chairman of the Board of Directors of the Company, for office space owned by the President in Alexandria, Virginia. The lease calls for monthly base rent in the amount of $4,534 and payment of associated costs of insurance, real estate taxes, utilities and other expenses. Rent expense associated with this lease amounted to base rent in the amount of $40,808 and associated rental costs of $24,989 for a total of $65,797 for the nine months ended September 30, 2023 and base rent of $40,806 and associated rental costs of $22,776 for a total of $63,582 for the nine months ended September 30, 2022. No payments associated with the base rents were made in nine months ended September 30, 2023. At September 30, 2023 and December 31, 2022, amounts owed for base rent and associated rental costs totaled $634,366 and $568,569, respectively.

 

Directors of the Company are entitled to a director’s fee of $15,000 per year for their services. The Company has been unable to pay directors’ fees to date. A total of $906,250 and $838,750 was due and owing to the Company’s current and former directors as of September 30, 2023 and December 31, 2022, respectively. Directors have previously been compensated and may, in the future, be compensated for their services with cash, common stock, or options to purchase common stock of the Company.

 

On February 4, 2022, the Board of Directors entered into an agreement with Mr. Harrison, the Chairman of the Board of Directors, to issue 35,000 shares of common stock of the Company to Mr. Harrison to repurchase the indemnifications the Company had previously agreed to pay Mr. Harrison for losses, if any, suffered on certain stock he had sold in prior years in an unrelated company to raise funds to pay property taxes due on the Diamondhead, Mississippi Property and to lend additional funds to the Company. This repurchase eliminates any risk to the Company arising from the indemnification which could have been material. During the nine months ended September 30, 2023, the Company recorded stock-based compensation of $0 for the fair value of these shares, which have not yet been issued as of the issuance date of these unaudited condensed consolidated financial statements.

 

On February 17, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principal amount of $25,000 together with 50,000 shares of common stock of the Company. The note was issued in connection with the Chairman advancing funds to pay off accounts payable on behalf of the Company.

 

On July 28, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principal amount of $75,000 together with 150,000 shares of common stock of the Company. The note was issued in connection with the Chairman advancing funds to pay property taxes on the Diamondhead Property for the year 2022 and to pay fees due to the Company’s outside auditor for review of the Form 10-Q for the period ending June 30, 2023. In exchange for the $25,000 and $75,000 loans, the Company also agreed to pay the principal due of out of the proceeds expected to be received from the settlement of an eminent domain proceeding. On November 1, 2023, as previously agreed, the Company paid the Chairman the $25,000 and $75,000 advanced out of the proceeds of the eminent domain settlement.

 

See Notes 4, 5, 7, 8 and 12 for other related party transactions.

 

Note 12. Commitments and Contingencies

 

Liens

 

As of September 30, 2023, there were twenty-one liens on the Company’s Diamondhead, Mississippi Property as follows:

 

17

 

 

The Company’s obligations under the First Tranche Collateralized Convertible Senior Debentures are secured by a first lien on the Company’s Diamondhead, Mississippi property (the “Investors Lien”). On March 31, 2014, the Company issued $1 million of First Tranche Collateralized Convertible Senior Debentures and, on December 31, 2014, the Company issued $850,000 of Second Tranche Collateralized Convertible Senior Debentures. Thus, on September 26, 2014, a first lien was placed on the Diamondhead Property in favor of the Investors to secure the principal due in the amount of $1,850,000 and interest due thereon. The Investors Lien is in pari passu with a first lien placed on the Property in favor of the President of the Company, the Vice President of the Company, and certain directors of the Company, for past due wages, compensation, and expenses owed to them in the maximum aggregate amount of $2,000,000 (the “Executives Lien”). The CEO will serve as Lien Agent for the Executives Lien.

 

On December 16, 2016, the Company filed a second lien on the Diamondhead Property in the maximum amount of $250,000 to secure certain notes payable, including notes to related parties, totaling $137,500 in principal and accrued interest incurred.

 

On August 21, 2018, the Company filed a third lien on the Diamondhead Property for up to $400,000 to secure notes issued to the Chairman and President of the Company arising in the third quarter of 2017 and during 2018, as more fully described in Note 8.

 

On January 26, 2021, a fourth lien in the amount of $2,000,000 was placed on the Property to secure a non-interest-bearing note payable in the amount of $2,000,000, issued to secure amounts owed to the President of the Company for accrued, but unpaid, salary, rent and other expenses.

 

On February 17, 2021, a fifth lien in the amount of $658,750 was placed on the Property to secure a non-interest-bearing note payable in the amount of $658,750, issued to secure amounts owed to nine directors, including the Company’s six current directors.

 

In April 2021, six liens were placed on the Property to secure six non-interest-bearing notes payable to be issued to six lenders bringing total liens on the Property to eleven. The six notes issued total $252,500 in principal and call for the issuance of 250,000 shares of common stock. The notes are not convertible. As of the issuance date of these financial statements, no shares have been issued.

 

In June 2021, a twelfth and thirteenth lien were placed on the Property to secure two non-interest bearing notes issued in May of 2021 which total $50,000 in principal and call for the issuance of a total of 100,000 shares of common stock. The notes are not convertible. As of the issuance date of these financial statements, no shares have been issued.

 

In July 2021, the Company placed a fourteenth lien on the Property to secure a promissory note in the amount of $150,000 issued to the Chairman of the Board of the Company to secure the payment of taxes and interest that were paid by the Chairman in July 2020.

 

In July 2021, the Company placed a fifteenth lien on the Property to secure a promissory note in the amount of $100,000 issued to the Chairman of the Board of the Company to secure the payment of taxes and interest that were paid by the Chairman in May 2021.

 

In July 2021, the Company placed a sixteenth lien on the Property to secure a non-interest bearing note issued to the Chairman in May 2021 which totals $50,000 in principal and calls for the issuance of 100,000 shares of common stock. The note is not convertible. As of the issuance date of these unaudited condensed consolidated financial statements, no shares have been issued.

 

In July 2021, the Company placed a seventeenth lien on the Property to secure a non-interest bearing note issued to a lender, which totals $25,000 in principal and calls for the issuance of 50,000 shares of common stock. The note is not convertible. As of the issuance date of these unaudited condensed consolidated financial statements, no shares have been issued.

 

18

 

 

In November 2021, an eighteenth lien was placed on the Property to secure a non-interest bearing note issued in November 2021 which totals $50,000 in principal and calls for the issuance of 100,000 shares of common stock. The note is not convertible. As of the issuance date of these unaudited condensed consolidated financial statements, no shares have been issued.

 

In March 2022, a nineteenth and twentieth lien were placed on the Property to secure two non-interest bearing notes issued in March of 2022 which total $80,000 in principal and call for the issuance of a total of 160,000 shares of common stock. The notes are not convertible. As of the issuance date of these unaudited condensed consolidated financial statements, no shares have been issued.

 

In May 2022, a twenty-first lien was placed on the Property to secure a non-interest bearing note issued in April of 2022 which totals $50,000 in principal and calls for the issuance of a total of 100,000 shares of common stock. The note is not convertible. As of the issuance date of these unaudited condensed consolidated financial statements, no shares have been issued.

 

Other

 

The Company is currently delinquent in filing those documents and forms required to be filed in connection with its Employee Stock Ownership Plan (“ESOP”) for the year ended December 31, 2022, 2021, 2020, 2019, 2018, 2017, 2016 and 2015. The Company did not have the funds to pay professionals to prepare, audit and file these documents and forms when due. Although these required filings normally do not result in any tax due to an agency of the government, the Company could be subject to significant penalties for failure to file these forms when due. Penalties are assessed by the Department of Labor on a per diem basis from the original due dates for the required informational filings until the filings are actually made. The Company has accrued $542,575 and $429,750 on the current delinquent filings as of September 30, 2023 and December 31, 2022, respectively. The Company intends to bring its ESOP-required filings current and when current, will attempt to enroll in a voluntary compliance program with the Department of Labor with respect to any penalties or fines incurred. However, there can be no assurance the Company will be able to enroll in any such program or obtain a reduction of the fines and penalties that may be due.

 

The Company and its subsidiaries file their federal tax return on a consolidated basis. The Company has not filed its consolidated federal tax returns for the years ended December 31, 2022, 2021, 2020, 2019, 2018, 2017 and 2016.

 

The Company believes no tax will be due with these federal returns. The Company has not filed its annual reports together with its franchise tax due with the state of Delaware for 2022, 2021, 2020, 2019 and 2018. Mississippi Gaming Corporation, a wholly owned subsidiary of the Company, has not filed its annual reports, together with its franchise tax due, with the state of Delaware for 2022, 2021, 2020, 2019 and 2018. Casino World, Inc., a wholly owned subsidiary of the Company, has not filed its annual reports, together with its franchise tax due, with the state of Delaware for 2022, 2021, 2020, 2019, 2018, 2017 and 2016. Mississippi Gaming Corporation has not filed its corporate income and franchise tax returns, together with the tax due, with the state of Mississippi for 2022, 2021, 2020, 2019, or 2018. Casino World, Inc. has not filed its corporate income and franchise tax returns, together with the tax due, with the state of Mississippi for 2022, 2021, 2020, 2019, 2018, 2017 and 2016. As of September 30, 2023, the accrued franchise taxes for Delaware and Mississippi totaled $15,125.

 

Management Agreement

 

On June 19, 1993, two subsidiaries of the Company, Casino World Inc. and Mississippi Gaming Corporation, entered into a Management Agreement with Casinos Austria Maritime Corporation (CAMC). Subject to certain conditions, under the Management Agreement, CAMC would operate, on an exclusive basis, all of the Company’s proposed dockside gaming casinos in the State of Mississippi, including any operation fifty percent (50%) or more of which is owned by the Company or its affiliates.

 

19

 

 

Unless terminated earlier pursuant to the provisions of the Agreement, the Agreement terminates five years from the first day of actual Mississippi gaming operations and provides for the payment of an annual operational term management fee of 1.2% of all gross gaming revenues between zero and $100,000,000; plus 0.75% of gross gaming revenue between $100,000,000 and $140,000,000; plus 0.5% of gross gaming revenue above $140,000,000; plus two percent of the net gaming revenue between zero and $25,000,000; plus three percent of the net gaming revenue above twenty-five million dollars $25,000,000. The Company believes this Agreement is no longer in effect. However, there can be no assurance that CAMC will not attempt to maintain otherwise which would lead to litigation.

 

Letter of Intent with an Unrelated Third Party

 

On March 31, 2023, the Company entered into a Letter of Intent with an unrelated third party. The Agreement provided for purchases of Common Stock of Diamondhead Casino Corporation and purchases of Common Stock of its wholly-owned subsidiary, Mississippi Gaming Corporation. As of the issuance date of these financial statements, no payment has been made by the third party investor, no transactions pursuant to the Letter of Intent have occurred and no shares of common stock have been issued. The Company does not expect the Agreement to be honored.

 

Note 13. Subsequent Events

 

On October 20, 2023, MGC received $845,377.89 as part of the $1,000,000 settlement amount due in Cooperative Energy, a Mississippi Electric Cooperative v. Mississippi Gaming Corporation, et al. (In the Special Court of Eminent Domain, Hancock County, Mississippi (Case No. CC23-0153). The parties are working on the wording of an easement. Once MGC signs the easement, Cooperative Energy will pay the remainder due to MGC. In line with previous agreements, the funds were used, in part, to reimburse two unrelated lenders a total of $40,000 for amounts advanced in 2023 and to reimburse the Chairman of the Board approximately $100,000 for amounts advanced in 2023. In addition, $45,503.74 was paid to the President of the Company to reimburse the President for expenses paid on behalf of the Company in prior years. The Company intends to use the remaining funds to pay property taxes for the year 2023, to pay its outside auditors and accountant for the Form 10-K for the year ending December 31, 2023, to prepare and file past due federal and state tax returns, to perform an updated wetland delineation survey and certain environmental studies, to obtain an updated property appraisal and updated feasibility study, to obtain aerials of the Diamondhead Property and surrounding area, to prepare updated marketing materials, to pay legal fees and expenses of outside counsel, to pay down some debt due, including rent due in 2023, and to pay administrative and operating expenses.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Financial Results

 

Forward Looking Statements

 

This section should be read together with the consolidated financial statements and related notes thereto, for the year ended December 31, 2022 included with our annual report filed on Form 10-K.

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, for which the Private Securities Litigation Reform Act of 1995 provides a safe harbor. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and intentions and are not historical facts and typically are identified by use of terms such as “believes,” “expects,” “anticipates,” “estimates,” “plans,” “intends,” “objectives,” “goals,” “aims,” “projects,” “forecasts,” “possible,” “seeks,” “may,” “could,” “should,” “might,” “likely,” “enable,” or similar words or expressions, as well as statements containing phrases such as “in our view,” “there can be no assurance,” “although no assurance can be given,” or “there is no way to anticipate with certainty.” These statements include, among other things, statements regarding our ability to implement our business plan and business strategy, our ability to obtain financing to sustain the Company, our ability to finance any future development, construction or operations, our ability to attract key personnel, and our ability to operate profitably in the future. These forward-looking statements are based on current expectations and assumptions that are subject to substantial risks and uncertainties which could cause our actual results to differ materially from those reflected in the forward-looking statements. In evaluating these forward-looking statements, you should consider risks and uncertainties relating to various factors, including, but not limited to, financing, licensing, construction and development, competition, legal actions, federal, state, county and/or city government actions, general financing conditions, and general economic conditions.

 

The Company’s actual results may differ significantly from results projected in the forward-looking statements. We undertake no obligation to revise or update forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 

Throughout this Annual Report references to “we,” “our,” “us,” “Diamondhead Casino Corporation,” the “Company,” and similar terms refer to Diamondhead Casino Corporation and its wholly-owned subsidiaries, unless the context indicates otherwise.

 

The Company’s current priority is the development of a casino resort on its Property located in Diamondhead, Mississippi. The Company’s management, financial resources and assets will be devoted towards the development of this Property. There can be no assurance that the property can be developed or, that if developed, that the project will be successful.

 

Liquidity

 

The Company has incurred continued losses over the years and certain conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has had no operations since it ended its gambling cruise ship operations in 2000. Since that time, the Company has concentrated its efforts on the development of its Diamondhead, Mississippi Property. The development of the Diamondhead Property is dependent on obtaining the necessary capital, through equity and/or debt financing, unilaterally, or in conjunction with one or more partners, to master plan, design, obtain permits for, construct, staff, open, and operate a casino resort. In the past, the Company has been able to sustain itself through various short term borrowings, however, as of September 30, 2023, the Company had cash of $25,112, while accounts payable and accrued expenses totaled $13,488,928 and the Company had an accumulated deficit of $46,678,350 In addition, the Company reported a net loss applicable to common shareholders of $1,326,975 for the nine months ended September 30, 2023. Therefore, in order to sustain itself, it is imperative that the Company secure a source of funds to provide further working capital.

 

Management of the Company believes it will be difficult to secure suitable financing that would allow it to continue to pursue ultimate development of the Property. Therefore, on March 25, 2019, Mississippi Gaming Corporation entered into a brokerage agreement with an unrelated third party to seek a buyer for all or part of the Property or, alternatively, to seek a joint venture partner for the project. The brokerage agreement has expired, but the Company continues to work with the broker on the same terms that applied under the contract.

 

The above conditions raise substantial doubt about the Company’s ability to continue as a going concern and its ability to generate cash to meet its cash requirements for the following twelve months as of the date of this Form 10-Q.

 

 

Financial Results and Analysis

 

During the nine months ended September 30, 2023 and 2022, the Company incurred net losses applicable to common stockholders of $1,326,975 and $1,316,710 respectively. The increase in the loss, which totaled $10,265 is primarily due to an increase in administrative and general expenses.

 

Administrative and general expenses incurred totaled $589,744 and $552,467 for the nine months ending September 30, 2023 and 2022, respectively. The table below depicts the major categories comprising these expenses:

 

		September 30,
		2023				2022
Payroll and Related Taxes		$	225,000			$	225,000
Director Fees			67,500				67,500
Professional Services			121,027				86,518
Rents and Insurances			65,797				63,584
Fines and Penalties			97,700				84,950
All Other Expenses			12,720				24,915
Total General and Administrative Expenses		$	589,744			$	552,467

 

Other Income and Expense

 

Interest expense incurred totaled $609,968 and $636,829 for the nine months ending September 30, 2023, and 2022, respectively, a decrease of $26,861. The decrease in 2023 is primarily attributable to non-interest bearing borrowings and amortization of debt discount during the last three quarters of 2022 and the three quarters of 2023.

 

Off-Balance Sheet Arrangements

 

Management Agreement

 

On June 19, 1993, two subsidiaries of the Company, Casino World Inc. and Mississippi Gaming Corporation, entered into a Management Agreement with Casinos Austria Maritime Corporation (CAMC). Subject to certain conditions, under the Management Agreement, CAMC would operate, on an exclusive basis, all of the Company’s proposed dockside gaming casinos in the State of Mississippi, including any operation fifty percent (50%) or more of which is owned by the Company or its affiliates. Unless terminated earlier pursuant to the provisions of the Agreement, the Agreement terminates five years from the first day of actual Mississippi gaming operations and provides for the payment of an annual operational term management fee of 1.2% of all gross gaming revenues between zero and $100,000,000; plus 0.75% of gross gaming revenue between $100,000,000 and $140,000,000; plus 0.5% of gross gaming revenue above $140,000,000; plus two percent of the net gaming revenue between zero and $25,000,000; plus three percent of the net gaming revenue above twenty-five million dollars $25,000,000. The Company believes this Agreement is no longer in effect. However, there can be no assurance that CAMC will not attempt to maintain otherwise which would lead to litigation.

 

Related Party

 

In July 2017, the Chairman of the Board paid $67,628 for all property taxes due, together with all interest due thereon, to Hancock County, Mississippi for an approximate 400-acre tract of land (“the Diamondhead Property”), owned by Mississippi Gaming Corporation, a wholly-owned subsidiary of the Company. In 2018, the Chairman advanced additional funds totaling $205,250 to the Company. In 2019, the Chairman advanced additional funds totaling $125,396 to the Company. In 2020, the Chairman advanced additional funds totaling $69,679 to the Company. The conditions of the notes under which the Chairman agreed to make the foregoing payments and advances are discussed in full detail in Note 8 of the attached unaudited condensed consolidated financial statements.

 

 

Of particular note to these conditions is that the Company agreed to indemnify the Chairman for losses, if any, sustained on the sale of certain common stock sold in an unrelated company to pay the property taxes due on the Diamondhead, Mississippi Property and to lend additional funds to the Company. On February 4, 2022, the Board of Directors entered into an agreement with the Chairman to issue 35,000 shares of common stock of the Company to the Chairman to repurchase the indemnification. This repurchase eliminated any risk to the Company arising from the indemnification which could have been material. During the nine months ended September 30, 2023, the Company recorded stock-based compensation of $0 for the fair value of these shares, which have not yet been issued as of the issuance date of the attached unaudited condensed consolidated financial statements.

 

There are no other off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues and expenses, results of operations, liquidity, capital expenditures or capital resources, that are material to our stockholders.

 

Critical Accounting Policies

 

Refer to Note 3 of the notes to the unaudited condensed consolidated financial statements.

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk

 

As a smaller reporting company, information under this item is not required to be presented.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

In connection with the preparation of this quarterly report on Form 10-Q, our management, with the participation of our Chief Executive Officer, who also serves as Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2023. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are controls and other procedures that are designed to ensure that the information that we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s Rules and Forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer/Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on the results of this evaluation, the Chief Executive Officer/Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of September 30, 2023.

 

The management, under the supervision of our Chief Executive Officer/Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with existing policies or procedures may deteriorate.

 

 

The Chief Executive Officer/Chief Financial Officer conducted, under the supervision of our principal executive officer and principal financial officer, an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on this evaluation, the Chief Executive Officer/Chief Financial Officer concluded that material weaknesses over financial reporting existed as of September 30, 2023. Management identified the following two material weaknesses that have caused management to conclude that, as of September 30, 2023, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

 

	1.	We do not have sufficient segregation of duties within accounting functions.
	2.	We have not been timely in our financial reporting functions. Management has not developed and effectively communicated its accounting policies and procedures. This has resulted in inconsistent practices with regards to complex debt and equity transactions.

 

The Company has designed and instituted policies and procedures to eliminate and/or mitigate the foregoing.

 

As a result of the material weaknesses identified above, our internal control over financial reporting was not effective as of September 30, 2023. The Company has initiated policies and procedures to address the above weakness. While segregation of duties is very difficult in a small company, the Company intends to file timely reports and utilize third-party consultants to ensure effective financial reporting and disclosures are met.

 

To address the material weaknesses identified, management performed additional analyses and other procedures to ensure that the consolidated financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended) during the quarter ended September 30, 2023 that are expected to materially affect, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Entry into a Material Definitive Agreement

 

On March 31, 2023, the Company entered into a Letter of Intent with an unrelated third party. The Agreement provided for purchases of Common Stock of Diamondhead Casino Corporation and purchases of Common Stock of its wholly-owned subsidiary, Mississippi Gaming Corporation. As of the issuance date of these financial statements, no payment has been made by the third party investor, no transactions pursuant to the Letter of Intent have occurred and no shares of common stock have been issued. The Company does not expect the Agreement to be honored.

 

 

PART II: OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Cooperative Energy, a Mississippi Electric Cooperative v. Mississippi Gaming Corporation (In the Special Court of Eminent Domain, Hancock County, Mississippi (Case No. CC20-0221)

 

Cooperative Energy, a Mississippi Electric Cooperative v. Mississippi Gaming Corporation, et al (all lienholders of the Diamondhead Property. (In the Special Court of Eminent Domain, Hancock County, Mississippi (Case No. CC23-0153)

 

Since 1994, American Telephone and Telegraph Company (“AT&T”) has had an exclusive right of way easement along the northern portion of Mississippi Gaming Corporation’s (“MGC”) Diamondhead, Mississippi Property (“the Property”) to construct, operate, maintain, inspect, alter, replace and remove communications systems which they may require from time to time. Cooperative Energy, a Mississippi Electric Cooperative, is also seeking a permanent easement along the northern portion of the Property on which to construct, maintain and operate electric transmission lines together with an access road. On or about November 19, 2020, Cooperative Energy filed a Complaint with the Special Court of Eminent Domain, Hancock County, Mississippi seeking an Order authorizing the Cooperative to enter onto the Property for the purpose of examinations and surveys. The matters sought in the Complaint were quickly resolved by agreement of the parties. The Company’s understanding and MGC’s understanding was that the case would be dismissed, but the case was not dismissed. On or about May 24, 2023, Cooperative Energy filed a Complaint for Eminent Domain in the Special Court of Eminent Domain, Hancock County, Mississippi in which it named MGC and all persons and entities holding liens on the Diamondhead, Mississippi Property as defendants.

 

On or about February 19, 2023, the parties entered into an Indemnification Agreement to fully indemnify MGC and Diamondhead Casino Corporation and each of their respective directors, officers, employees, agents, attorneys, and affiliates, and hold each of them harmless and defend each of them against any and all claims, losses, damages, expenses and/or liabilities to which an Indemnified Party might become liable arising out of or relating to any activities conducted on or about the Property by Cooperative Energy and/or its respective directors, officers, employees, agents, attorneys, affiliates and/or representatives and/or any unrelated third parties, contractors and/or subcontractors performing any activities on the Property at the request of or for the benefit of Cooperative Energy.

 

On or about October 26, 2022, Cooperative Energy offered MGC $395,038 for the easement. MGC rejected this offer. On or about April 18, 2023, Cooperative Energy offered MGC $643,748 for the easement. MGC rejected this offer. On or about May 24, 2023, Cooperative Energy offered MGC $850,000 for the easement. MGC rejected this offer. On or about June 20, 2023, MGC offered to accept $1,000,000 for the permanent easement upon certain conditions. On July 28, 2023, Cooperative Energy filed a First Amended Complaint for Eminent Domain. On August 17, 2023, Cooperative Energy filed Plaintiff’s Statement of Values. On August 31, 2023, MGC and Deborah A. Vitale filed a Statement of Values. On August 24, 2023, Cooperative Energy filed a Motion for Right of Entry and Order of Possession. On September 1, 2023, Cooperative Energy filed a Motion to Approve Settlement, an Amended Statement of Values and a Notice of Hearing for September 11, 2023. Cooperative Energy served all interested parties, including all persons or entities holding liens on the Diamondhead Property as defendants in the case. On September 26, 2023, the Court entered an Order Granting Plaintiff Right of Immediate Title and Possession. On October 17, 2023, the Court entered an Order Approving Settlement in the amount of $1,000,000 and entered an Order Approving Disbursement of Funds to MGC. On October 20, 2023, MGC received $845,377.89 as part of the settlement amount. The parties are working on the wording of the easement. Once MGC signs the easement, Cooperative Energy will pay the remainder of the settlement due MGC.

 

 

Cooperative Energy has informed MGC that it has obtained an agreement from AT&T concerning AT&T’s pre-existing exclusive right of way easement so that the Company will not be in breach of its agreement with AT&T.

 

Edson R. Arneault, Kathleen Devlin and James Devlin, J. Steven Emerson, Emerson Partners, J. Steven Emerson Roth IRA, Steven Rothstein, and Barry Stark and Irene Stark v. Diamondhead Casino Corporation (In the United States District Court for the District of Delaware (C.A. No. 1:16-cv-00989-LPS)

 

On October 25, 2016, Edson R. Arneault, Kathleen Devlin and James Devlin, J. Steven Emerson, Emerson Partners, J. Steven Emerson Roth IRA, Steven Rothstein, and Barry Stark and Irene Stark filed a Complaint against the Company in the United States District Court for the District of Delaware for monies due and owing pursuant to certain Collateralized Convertible Senior Debentures issued on March 31, 2014 and December 31, 2014. A companion case was filed in the Superior Court of the State of Delaware by John Hawley, as servicing agent for Argonaut 2000 Partners, L.P. (John Hawley, as servicing agent for Argonaut 2000 Partners, L.P. v. Diamondhead Casino Corporation (Superior Court of the State of Delaware)(Case No. N19C-02-239 RRC) The eight plaintiffs in the two cases were seeking a total of $1.5 million in principle due, plus interest from January 1, 2015, together with costs and fees. On or about December 12, 2019, the parties entered into a Settlement Agreement and on January 13, 2020, the parties filed a Stipulation of Voluntary Dismissal with Prejudice in the case. The case was dismissed with the Court maintaining continuing jurisdiction over the Settlement Agreement.

 

In or about December 2022, the parties entered into an Amendment to Settlement Agreement. The Amendment provides, in pertinent part, as follows: that on or before March 31, 2023, the Plaintiffs would be paid the principal due under their debentures of $1.5 million, plus interest of four percent (4%) per annum on the principal due from January 1, 2015 through December 31, 2019, plus interest of six percent (6%) per annum on the principal due from January 1, 2020 through March 31, 2022, plus interest of eight percent (8%) per annum on the principle due from April 1, 2022 through the date of payment. In addition the Company agreed to pay legal costs and fees of $175,000 plus 50,000 shares of common stock. In the event payment was not made on or before March 31, 2023, a judgment would be entered in the case. Post judgment interest shall only apply to the $1.5 million principle due. Payment was not made on or before March 31, 2023. On July 5, 2023, the Plaintiffs filed a Motion to Reopen the Action, Vacate Dismissal, and Enter Judgment on Consent. The Company did not object to the Motion. On September 20, 2023, the Court entered an Order Granting Plaintiffs’ Motion to Reopen this Action, Vacate Dismissal, and Compel Enforcement of the Settlement Agreement and entered the Consent Judgment previously agreed to by the Company.

 

Item 1A. Risk Factors

 

As a smaller reporting company, information under this item is not required to be presented.

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Default Upon Senior Securities

 

Refer to the footnotes for all defaults on the Company’s indebtedness.

 

The Company is in arrears on the payment of dividends due on its three series of preferred stock currently issued and outstanding. The Company has not paid preferred dividends due in the first nine months of 2023 in the amount of i) $22,500 on its Series S preferred stock; ii) $22,500 on its Series S-NR preferred stock; and iii) $31,200 on its Series S-PIK preferred stock. The table below summarizes total preferred stock dividends in arrears at September 30, 2023.

 

		Total Amount
Description		In Arrears
Series S		$	367,500
Series S-NR			367,500
Series S-PIK			509,600
Total in arrears		$	1,244,600

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibits 31.1 and 31.2

 

Attached to this report is the certification of the Chief Executive Officer/Chief Financial Officer of the Company pursuant to Rule 13a-14 and Rule15d-14.

 

Exhibits 32.1 and 32.2

 

Attached to this report is the certification of the Chief Executive Officer/Chief Financial Officer of the Company as required by 18 U.S.C. Section 1350.

 

101.INS		Inline XBRL Instance Document
101.SHC		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

	DIAMONDHEAD CASINO CORPORATION
Date: November 9, 2023		/s/ Deborah A. Vitale
	By:	Deborah A. Vitale
		Chief Executive Officer

 

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, Deborah A. Vitale, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Diamondhead Casino Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present, in all material respects, the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

 

4. As the Issuer’s certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and I have:

 

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent function):

 

(a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

 

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

 

Date: November 9, 2023

 

/s/ Deborah A. Vitale
Deborah A. Vitale
Chief Executive Officer

 

 

 

Exhibit 31.2

 

CERTIFICATIONS

 

I, Deborah A Vitale, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Diamondhead Casino Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present, in all material respects, the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

 

4. As the issuer’s certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and I have:

 

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent function):

 

(a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

 

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

 

Date: November 9, 2023

 

/s/ Deborah A. Vitale
Deborah A. Vitale
Chief Financial Officer

 

 

 

Exhibit 32.1

 

CERTIFICATION

 

In connection with the Quarterly Report of Diamondhead Casino Corporation (the “Company”) on Form 10-Q for the quarter ending September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Deborah A. Vitale, Chief Executive Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 9, 2023	/s/ Deborah A. Vitale
	Deborah A. Vitale
	Chief Executive Officer

 

 

 

 

Exhibit 32.2

 

CERTIFICATION

 

In connection with the Quarterly Report of Diamondhead Casino Corporation (the “Company”) on Form 10-Q for the quarter ending September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Deborah A. Vitale, Chief Financial Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 9, 2023	/s/ DEBORAH A. VITALE
	Deborah A. Vitale
	Chief Financial Officer

 

 

 

v3.23.3

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 08, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	0-17529
Entity Registrant Name	DIAMONDHEAD CASINO CORPORATION
Entity Central Index Key	0000844887
Entity Tax Identification Number	59-2935476
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1013 Princess Street
Entity Address, City or Town	Alexandria
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22314
City Area Code	703
Local Phone Number	683-6800
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		36,297,576

v3.23.3

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 25,112	$ 55,885
Total current assets	25,112	55,885
Land (Note 3)	5,476,097	5,476,097
Other assets	80	80
Total assets	5,501,289	5,532,062
Current liabilities:
Convertible notes and line of credit payable (Note 5)	1,962,500	1,962,500
Debenture payable (Note 6)	50,000	50,000
Convertible debenture payable (Note 6)	1,800,000	1,800,000
Short term notes and interest bearing advance (Note 7)	65,504	80,504
Total current liabilities	18,710,940	17,526,938
Non-current liabilities:
Long term notes and interest bearing advance (Note 10)	15,000
Total non-current liabilities	15,000
Total liabilities	18,725,940	17,526,938
Commitments and contingencies (Notes 3 and 12)
Stockholders’ deficit:
Preferred stock, $0.01 par value; shares authorized 5,000,000, outstanding 2,086,000 at September 30, 2023 and December 31, 2022 (aggregate liquidation preference of $2,519,080 at September 30, 2023 and December 31, 2022)	20,860	20,860
Common stock, $0.001 par value; shares authorized 50,000,000, issued: 39,052,472 at September 30, 2023 and December 31 2022, outstanding: 36,297,576 at September 30, 2023 and December 31, 2022	39,052	39,052
Additional paid-in capital	36,219,278	36,122,078
Unearned ESOP shares	(2,609,264)	(2,609,264)
Accumulated deficit	(46,678,350)	(45,351,375)
Treasury stock, at cost, 1,004,886 shares at September 30, 2023 and December 31, 2022	(216,227)	(216,227)
Total stockholders’ deficit	(13,224,651)	(11,994,876)
Total liabilities and stockholders’ deficit	5,501,289	5,532,062
Related Party [Member]
Current liabilities:
Accounts payable and accrued expenses	8,179,881	7,462,182
Notes payable due	769,125	720,651
Others [Member]
Current liabilities:
Accounts payable and accrued expenses	5,309,047	4,918,538
Notes payable due	$ 574,883	$ 532,563

v3.23.3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Preferred stock par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares outstanding	2,086,000	2,086,000
Preferred stock liquidation preference value	$ 2,519,080	$ 2,519,080
Common stock par value	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	39,052,472	39,052,472
Common stock, shares outstanding	36,297,576	36,297,576
Treasury stock, shares	1,004,886	1,004,886
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Debt instrument unamortized discount	$ 51,527	$ 0
Others [Member]
Defined Benefit Plan Disclosure [Line Items]
Debt instrument unamortized discount	$ 22,617	$ 24,937

v3.23.3

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
COSTS AND EXPENSES
Administrative and general	$ 206,436	$ 184,288	$ 589,744	$ 552,467
Other	17,239	16,940	51,063	51,214
Total costs and expenses	223,675	201,228	640,807	603,681
Interest expense:
Other	72,612	92,643	250,565	295,948
Total other expense	161,831	180,184	609,968	636,829
NET LOSS	(385,506)	(381,412)	(1,250,775)	(1,240,510)
PREFERRED STOCK DIVIDENDS	(25,400)	(25,400)	(76,200)	(76,200)
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS	$ (410,906)	$ (406,812)	$ (1,326,975)	$ (1,316,710)
Weighted average common shares outstanding - basic	36,297,576	36,297,576	36,297,576	36,297,576
Weighted average common shares outstanding - diluted	36,297,576	36,297,576	36,297,576	36,297,576
Net loss per common share - basic	$ (0.011)	$ (0.011)	$ (0.037)	$ (0.036)
Net loss per common share - diluted	$ (0.011)	$ (0.011)	$ (0.037)	$ (0.036)
Related Party [Member]
Interest expense:
Related parties	$ 89,219	$ 87,541	$ 359,403	$ 340,881

v3.23.3

Condensed Consolidated Statements of Changes in Stockholders' Deficiency (Unaudited) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Balance	$ (12,893,445)	$ (12,500,734)	$ (11,994,876)	$ (10,947,469)	$ (10,568,493)	$ (10,147,051)	$ (11,994,876)	$ (10,147,051)
Common stock to be issued in connection with notes payable						64,000
Common stock to be issued in connection with notes payable - related parties	52,500		17,500
Common stock to be issued in connection with notes payable - others	27,200
Stock-based compensation						11,480
Dividends	(25,400)	(25,400)	(25,400)	(25,400)	(25,400)	(25,400)
Net loss	(385,506)	(367,312)	(497,957)	(381,412)	(387,576)	(471,522)	(1,250,775)	(1,240,510)
Debt discount					34,000
Balance	(13,224,651)	(12,893,445)	(12,500,734)	(11,354,281)	(10,947,469)	(10,568,493)	(13,224,651)	(11,354,281)
Preferred Stock [Member]
Balance	$ 20,860	$ 20,860	$ 20,860	$ 20,860	$ 20,860	$ 20,860	$ 20,860	$ 20,860
Balance, shares	2,086,000	2,086,000	2,086,000	2,086,000	2,086,000	2,086,000	2,086,000	2,086,000
Common stock to be issued in connection with notes payable
Common stock to be issued in connection with notes payable - related parties
Common stock to be issued in connection with notes payable - others
Stock-based compensation
Dividends
Net loss
Debt discount
Balance	$ 20,860	$ 20,860	$ 20,860	$ 20,860	$ 20,860	$ 20,860	$ 20,860	$ 20,860
Balance, shares	2,086,000	2,086,000	2,086,000	2,086,000	2,086,000	2,086,000	2,086,000	2,086,000
Common Stock [Member]
Balance	$ 39,052	$ 39,052	$ 39,052	$ 39,052	$ 39,052	$ 39,052	$ 39,052	$ 39,052
Balance, shares	39,052,472	39,052,472	39,052,472	39,052,472	39,052,472	39,052,472	39,052,472	39,052,472
Common stock to be issued in connection with notes payable
Common stock to be issued in connection with notes payable - related parties
Common stock to be issued in connection with notes payable - others
Stock-based compensation
Dividends
Net loss
Debt discount
Balance	$ 39,052	$ 39,052	$ 39,052	$ 39,052	$ 39,052	$ 39,052	$ 39,052	$ 39,052
Balance, shares	39,052,472	39,052,472	39,052,472	39,052,472	39,052,472	39,052,472	39,052,472	39,052,472
Additional Paid-in Capital [Member]
Balance	$ 36,139,578	$ 36,139,578	$ 36,122,078	$ 36,210,453	$ 36,176,453	$ 36,100,973	$ 36,122,078	$ 36,100,973
Common stock to be issued in connection with notes payable						64,000
Common stock to be issued in connection with notes payable - related parties	52,500		17,500
Common stock to be issued in connection with notes payable - others	27,200
Stock-based compensation						11,480
Dividends
Net loss
Debt discount					34,000
Balance	36,219,278	36,139,578	36,139,578	36,210,453	36,210,453	36,176,453	36,219,278	36,210,453
Unearned ESOP [Member]
Balance	$ (2,609,264)	$ (2,609,264)	$ (2,609,264)	$ (2,727,866)	$ (2,727,866)	$ (2,727,866)	$ (2,609,264)	$ (2,727,866)
Balance, shares	1,750,010	1,750,010	1,750,010	1,829,555	1,829,555	1,829,555	1,750,010	1,829,555
Common stock to be issued in connection with notes payable
Common stock to be issued in connection with notes payable - related parties
Common stock to be issued in connection with notes payable - others
Stock-based compensation
Dividends
Net loss
Debt discount
Balance	$ (2,609,264)	$ (2,609,264)	$ (2,609,264)	$ (2,727,866)	$ (2,727,866)	$ (2,727,866)	$ (2,609,264)	$ (2,727,866)
Balance, shares	1,750,010	1,750,010	1,750,010	1,829,555	1,829,555	1,829,555	1,750,010	1,829,555
Retained Earnings [Member]
Balance	$ (46,267,444)	$ (45,874,732)	$ (45,351,375)	$ (44,303,968)	$ (43,890,992)	$ (43,394,070)	$ (45,351,375)	$ (43,394,070)
Common stock to be issued in connection with notes payable
Common stock to be issued in connection with notes payable - related parties
Common stock to be issued in connection with notes payable - others
Stock-based compensation
Dividends	(25,400)	(25,400)	(25,400)	(25,400)	(25,400)	(25,400)
Net loss	(385,506)	(367,312)	(497,957)	(381,412)	(387,576)	(471,522)
Debt discount
Balance	(46,678,350)	(46,267,444)	(45,874,732)	(44,710,780)	(44,303,968)	(43,890,992)	(46,678,350)	(44,710,780)
Treasury Stock, Common [Member]
Balance	$ (216,227)	$ (216,227)	$ (216,227)	$ (186,000)	$ (186,000)	$ (186,000)	$ (216,227)	$ (186,000)
Balance, shares	1,004,886	1,004,886	1,004,886	925,341	925,341	925,341	1,004,886	925,341
Common stock to be issued in connection with notes payable
Common stock to be issued in connection with notes payable - related parties
Common stock to be issued in connection with notes payable - others
Stock-based compensation
Dividends
Net loss
Debt discount
Balance	$ (216,227)	$ (216,227)	$ (216,227)	$ (186,000)	$ (186,000)	$ (186,000)	$ (216,227)	$ (186,000)
Balance, shares	1,004,886	1,004,886	1,004,886	925,341	925,341	925,341	1,004,886	925,341

v3.23.3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (1,250,775)	$ (1,240,510)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization	50,974	115,083
Stock-based compensation		11,480
Changes in operating assets and liabilities:
Accounts payable and accrued expenses - related parties	641,499	599,785
Accounts payable and accrued expenses - other	390,509	378,217
Net cash used in operating activities	(167,793)	(135,945)
Cash flows from financing activities:
Proceeds from non-interest bearing advances from others	40,000	130,000
Proceeds from non-interest bearing advances from related parties	97,020
Repayments to notes payable issued to related parties		(15,104)
Net cash provided by financing activities	137,020	114,896
Net decrease in cash	(30,773)	(21,049)
Cash at beginning of period	55,885	82,091
Cash at end of period	25,112	61,042
Supplemental disclosure of cash flow information:
Cash paid for interest
Supplemental disclosure of non-cash financing activities:
Common stock to be issued in connection with notes payable - related parties	70,000	98,000
Common stock to be issued in connection with notes payable - Others	27,200
Unpaid preferred stock dividends in accounts payable and accrued expenses	$ 76,200	$ 76,200

v3.23.3

Organization and Business	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	Note 1. Organization and Business   Diamondhead Casino Corporation (the “Company”) owns, through its wholly-owned subsidiary, Mississippi Gaming Corporation, an approximate 400-acre undeveloped property located at 7051 Interstate 10, Diamondhead, Mississippi 39525 (hereafter “the Diamondhead Property” or “the Property”). The Company’s intent was and is to construct a casino resort and other amenities on the Property unilaterally or in conjunction with one or more joint venture partners. However, the Company has been unable, to date, to obtain financing to move the project forward and/or enter into a joint venture partnership. There can be no assurance that the substantial funds required for the design and construction of the project can be obtained or that such funds can be obtained on acceptable terms. In addition, the Company has been unable to obtain financing to sustain the Company. Due to its lack of financial resources, the Company was forced to explore other alternatives, including a sale of part or all of the Property. The Company’s preference is to sell only part of the Property inasmuch as this would appear to be in the best interest of the stockholders of the Company. However, there can be no assurance the Company will be able to sell only part of the Property. The Company intends to continue to pursue a joint venture partnership and/or other financing while seeking a viable purchaser for part or all of the Property. Finally, there can be no assurance that if the requisite financing for the project were obtained and the project were constructed, that the project would be successful.

v3.23.3

Liquidity and Going Concern	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Going Concern	Note 2. Liquidity and Going Concern   These unaudited condensed consolidated financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses over the past several years, has no operations, generates no operating revenues and, as reflected in the accompanying unaudited condensed consolidated financial statements, incurred a net loss applicable to common stockholders of $1,326,975 and $1,316,710 for the nine months ended September 30, 2023 and 2022 respectively. In addition, the Company had an accumulated deficit of $46,678,350 on September 30, 2023. Due to its lack of financial resources, the Company has been forced to explore other alternatives, including a sale of part or all of the Property.   The Company has had no operations since it ended its gambling cruise ship operations in 2000. Since that time, the Company has concentrated its efforts on the development of its Diamondhead, Mississippi property. That development is dependent upon the Company obtaining the necessary capital, through either equity and/or debt financing, unilaterally or in conjunction with one or more partners, to master plan, design, obtain permits for, construct, open, and operate a casino resort.   In the past, in order to raise capital to continue to pay on-going costs and expenses, the Company has borrowed funds, through Private Placements of convertible instruments as well as through other secured notes which are more fully described in Notes 5 through 10 to these unaudited condensed consolidated financial statements. The Company is in default with respect to payment of both principal and interest under the terms of most of these instruments. In addition, at September 30, 2023, the Company had $13,488,928 of accounts payable and accrued expenses and $25,112 in cash on hand.   The above conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

v3.23.3

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3. Summary of Significant Accounting Policies   Basis of Presentation   The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements and, in our opinion, reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the nine months ended September 30, 2023 are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2022, attached to our annual report on Form 10-K.   Principles of Consolidation   The unaudited condensed consolidated financial statements include the accounts of Diamondhead Casino Corporation and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.   Estimates   The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.   Land   Land held for development is carried at cost. Costs directly related to site development, such as licensing, permitting, engineering, and other costs, are capitalized.   Land development costs, which have been capitalized, consist of the following at September 30, 2023 and December 31, 2022:  Schedule of Land Development Cost Capitalized Land   $ 4,934,323   Licenses     77,000   Engineering and costs associated with permitting     464,774       $ 5,476,097     Fair Value Measurements   The Company follows the provisions of ASC Topic 820 “Fair Value Measurements” for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. The standard discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The standard utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:     Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.   Level 2: Input other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.   Level 3: Unobservable input that reflects management’s own assumptions.   Financial instruments included in current assets and liabilities are reported at carrying value in the unaudited condensed consolidated balance sheets, which approximate fair value due to their short-term nature.   Long-Lived Assets   The Company reviews long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The recoverability of long-lived assets is measured by comparing the carrying amount of the assets to the estimated undiscounted future cash flows projected to be generated by the assets. If such assets are considered impaired, the impairment to be recognized is measured by the amount the carrying value exceeds the fair value of such assets determined by appraisal, discounted cash flow projections, or other means. As of September 30, 2023, there was a triggering event due to recurring losses and an impairment test was conducted. However, the fair value of the long-lived assets exceeded the carrying value and the Company determined that no impairment existed at September 30, 2023.   Net Loss per Common Share   Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share is calculated by using the weighted average number of common shares outstanding, plus other potentially dilutive securities. Potentially dilutive securities are excluded from the computation of diluted loss per shares since their effect would be antidilutive. Common shares outstanding consist of issued shares, including allocated and committed shares held by the ESOP trust, less shares held in treasury. Common shares outstanding excludes the 910,000 shares subject to be issued in connection with notes payables (see note 9) and 185,000 shares subject to be issued to the Chairman of the Board of Directors. (see note 11). The dilutive securities below do not include 5,055,555 potentially convertible Debentures since the requirements for possible conversion have not yet been met and may never be met.   The table below summarizes the components of potential dilutive securities at September 30, 2023 and 2022.  Schedule of Components of Potential Dilutive Securities                   September 30,   Description   2023     2022                 Convertible Preferred Stock     260,000       260,000   Options to Purchase Common Shares     4,555,000       4,555,000   Total     4,815,000       4,815,000       Recently Adopted Accounting Pronouncements   In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841). This new guidance is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual reporting periods. This pronouncement was amended under ASU 2019-10 to allow an extension on the adoption date to entities that qualify as a small reporting company. The Company has elected this extension and the effective date for the Company to adopt this standard will be for fiscal years beginning after December 15, 2022. Accordingly, the Company has adopted this standard as of January 1, 2023 and it did not have an effect on its consolidated financial statements.   Recently Issued Accounting Pronouncements Not Yet Adopted   On March 27, 2023, the FASB issued ASU 2023-01, which amends certain provisions of ASC 842 that apply to arrangements between related parties under common control. Specifically, the ASU:     ● Offers private companies, as well as not-for-profit entities that are not conduit bond obligors, a practical expedient that gives them the option of using the written terms and conditions of a common-control arrangement when determining whether a lease exists and the subsequent accounting for the lease, including the lease’s classification         ● Amends the accounting for leasehold improvements in common-control arrangements for all entities.   The ASU is effective for fiscal years beginning after December 15, 2023. The Company has not completed its assessment of the standard, but does not expect the adoption to have a material impact on the Company’s unaudited condensed consolidated financial position, results of operations, or cash flows.   No other recent accounting pronouncements were issued by FASB that are believed by management to have a material impact on the Company’s present or future financial statements.

v3.23.3

Accounts Payable and Accrued Expenses	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Accounts Payable and Accrued Expenses	Note 4. Accounts Payable and Accrued Expenses   The table below outlines the elements included in accounts payable and accrued expenses at September 30, 2023 and December 31, 2022:  Schedule of Accounts Payable and Accrued Expenses     September 30,     December 31,       2023     2022   Related parties:                 Accrued payroll due officers   $ 3,794,711     $ 3,569,711   Accrued interest due officers and directors     2,827,246       2,467,844   Accrued director fees     906,250       838,750   Base rents due to the President     444,082       403,274   Associated rental costs     190,284       165,295   Other     17,308       17,308   Total related parties   $ 8,179,881     $ 7,462,182                     Non-related parties:                 Accrued interest   $ 3,060,664     $ 2,841,520   Accrued dividends     1,244,600       1,168,400   Accrued fines and penalties     542,575       444,875   Other     461,208       463,743   Total non-related parties   $ 5,309,047     $ 4,918,538

v3.23.3

Convertible Notes and Line of Credit	9 Months Ended
	Sep. 30, 2023
Convertible Notes And Line Of Credit
Convertible Notes and Line of Credit	Note 5. Convertible Notes and Line of Credit   Line of Credit   In 2008, the Company entered into an agreement with an unrelated third party for an unsecured Line of Credit up to a maximum of $1,000,000. The Line of Credit carries an interest rate on amounts borrowed of 9% per annum. All funds originally advanced under the facility were due and payable by November 1, 2012. As an inducement to provide the facility, the lender was awarded an immediate option to purchase 50,000 shares of common stock of the Company at $1.75 per share. In addition, the lender received an option to purchase a maximum of 250,000 additional shares of common stock of the Company at $1.75 per share. The options expire following repayment in full by the Company of the amount borrowed. The Company is in default under the repayment terms of the agreement. At September 30, 2023 and December 31, 2022, the unpaid principal and accrued interest due on the obligation totaled $2,280,490 and $2,213,422, respectively.   Convertible Notes   The Convertible Notes issued pursuant to the two Private Placements discussed above total $962,500 in principle and became due and payable beginning in March 2012 and extending to various dates through June 2013. As of the date of the filing of this report, all the aforementioned debt obligations remain unpaid and in default under the repayment terms of the notes. In November 2020, the Superior Court of the State of Delaware awarded Judgments in favor of certain holders of these Promissory Notes who filed suit against the Company. As a result, the Company must carry an aggregate of $486,796 (total principal and interest) as debt owed to these noteholders. As of September 30, 2023 and December 31, 2022, all Notes issued had a total outstanding principal of $962,500 and accrued interest, including the additional interest awarded pursuant to the Court Judgments, of $1,120,169 and $1,043,547 respectively.   The table below summarizes the Company’s debt arising from the above-described sources as of September 30, 2023 and December 31, 2022:  Schedule of Convertible Notes Payable     September 30, 2023     December 31, 2022   Private placements - March 1, 2010*   $ 475,000     $ 475,000   Private placements - October 25, 2010     487,500       487,500       $ 962,500     $ 962,500     * Of the 2010 placements above, $75,000 is due to a related party.

v3.23.3

Convertible Debentures	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Convertible Debentures	Note 6. Convertible Debentures   Pursuant to a Private Placement Memorandum dated February 14, 2014 (the “Private Placement”), the Company offered up to a maximum of $3,000,000 of Collateralized Convertible Senior Debentures to accredited or institutional investors. The Offering was conducted contingent on the deposit into Escrow of the purchase price for all the Debentures offered in the principal amount of $3,000,000. The Debentures, once issued, originally bore interest at 4% per annum after 180 days, matured six years from the date of issuance, and were secured by a lien on the Company’s Mississippi property. The interest rate on these debentures was raised pursuant to subsequent agreements. The debentures were offered in three tranches as follows:   (a) $1,000,000 of First Tranche Collateralized Convertible Senior Debentures convertible into an aggregate of 3,333,333 shares of Common Stock of the Company at a conversion price of $.30 per share (the “First Tranche Debentures”);   (b) $1,000,000 of Second Tranche Collateralized Convertible Senior Debentures, convertible into an aggregate of 2,222,222 shares of Common Stock of the Company at a conversion price of $.45 per share (the “Second Tranche Debentures”); and     (c) $1,000,000 of Third Tranche Collateralized Convertible Senior Debentures, convertible into either 1,818,182 shares of Common Stock or 1,333,333 shares of Common Stock of the Company, at a conversion price of $.55 or $.75 per share depending upon certain conditions described in the Private Placement Memorandum (the “Third Tranche Debentures”).   The conversion rights on each issued Debenture carried an Anti-Dilution Provision. If the Company issued any shares of Common Stock or other securities after March 31, 2014 at a price per security that was less than the conversion price of a Debenture, then the Debenture would have had a new conversion price equal to the price per security that was less than the Conversion Price of the Debenture. The foregoing provision did not apply to the following:   (a) The issuance of any of the other Debentures in the Offering or the issuance of shares of Common Stock upon conversion of any of the Debentures in the Offering.   (b) The issuance of any shares of Common Stock if such issuance relates to an agreement, arrangement or grant to issue shares of Common Stock entered into by the Company prior to the Issue Date of the First Tranche Debentures in the Offering, including but not limited to, for example, previously issued convertible promissory notes, previously issued warrants, previously issued options to purchase Common Stock, or common stock vested or to be issued pursuant to a pre-existing Employee Stock Ownership Plan.   The Anti-Dilution Provisions with respect to a Debenture terminate the earlier of (a) the date (if ever) the Company receives an “Approval to Proceed” from the Mississippi Gaming Commission to develop a casino/hotel on the Property, (b) the date on which the Debenture is converted in full, (c) the date on which the Debenture is paid in full, or (d) the Final Maturity Date of the Debenture (as defined in the Debenture).   Since the issuance of the Debentures, there have been no events that would trigger the above anti-dilution provisions.   The First Tranche Debentures were issued on March 31, 2014. The Final Maturity Date of the First Tranche Debentures was six years from the issuance date of the Debentures, or March 31, 2020. Therefore, the anti-dilution provisions of the First Tranche Debentures have expired.   The Second Tranche Debentures were issued on December 31, 2014. The Final Maturity Date of the Second Tranche Debentures was six years from the issuance date of the Debentures, or December 31, 2020. Therefore, the anti-dilution provisions of the Second Tranche Debentures have expired.   When originally issued, in the event the Company failed to meet the conditions for conversion of the Debentures, the First Tranche Convertible Debentures, which total $950,000, would have been due on March 31, 2020 and the Second Tranche Convertible Debentures, which total $850,000, would have been due December 31, 2020. The sole remaining non-convertible Debenture in the amount of $50,000 would have been due March 31, 2020. However, the Company is in default with respect to interest payments due under the Debenture agreements in the amount of $427,081 and as a result, the Debentures payable are reported as current liabilities.   On or about October 25, 2016, certain Debenture holders sued the Company for failing to make payments due under the terms of the Debentures. On or about December 12, 2019, the parties entered into a Settlement Agreement and on January 13, 2020, the parties filed a Stipulation of Voluntary Dismissal with Prejudice in the case. The case was dismissed with the Court maintaining continuing jurisdiction over the Settlement Agreement.   In or about December 2022, the parties entered into an Amendment to Settlement Agreement. The Amendment provides, in pertinent part, as follows: that on or before March 31, 2023, the Plaintiffs would be paid the principal due under their debentures of $1.5 million, plus interest of four percent (4%) per annum on the principal due from January 1, 2015 through December 31, 2019, plus interest of six percent (6%) per annum on the principal due from January 1, 2020 through March 31, 2022, plus interest of eight percent (8%) per annum on the principle due from April 1, 2022 through the date of payment. In addition the Company agreed to pay legal costs and fees of $175,000 plus 50,000 shares of common stock. In the event payment was not made on or before March 31, 2023, judgment would be entered in the case. Post judgment interest shall only apply to the $1.5 million principle due. Total accrued interest due on all outstanding Debentures amounted to $717,473 and $617,733 at September 30, 2023 and December 31, 2022 respectively. Payment was not made on or before March 31, 2023. On July 5, 2023, the Plaintiffs filed a Motion to Reopen the Action, Vacate Dismissal, and Enter Judgment on Consent. The Company did not object to the Motion. On September 20, 2023, the Court entered an Order Granting Plaintiffs’ Motion to Reopen this Action, Vacate Dismissal, and Compel Enforcement of the Settlement Agreement and entered a Consent Judgment previously agreed to by the Company.

v3.23.3

Short Term Notes and Interest-Bearing Advance	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Short Term Notes and Interest-Bearing Advance	Note 7. Short Term Notes and Interest-Bearing Advance   Bank Credit Facility   Wells Fargo Bank provided an unsecured credit facility of up to $15,000 to the Company. The facility required a variable monthly payment of amounts borrowed plus interest, which was applied at 11.24% on direct charges and 24.99% on any cash advanced through the facility. At September 30, 2023 and December 31, 2022, a principal balance of $18,004 remained outstanding on the facility. The lending bank has since cancelled privileges under the facility for non-payment.   Interest Bearing Advances   In 2016, the Company received cash advances totaling $47,500 from seven lenders which included $22,500 from third parties (see Note 8 for related party advances). The proceeds from the cash advances were earmarked for the payment of accounting and auditing fees and other expenses required to file the Company’s Form 10-Q. On August 25, 2016, the Company issued a Note to the foregoing lenders, which matures four years from the date of issuance and bears interest at 8% per annum, with a full year of interest accruing in any year in which the advance remains unpaid. Accrued interest due on the above notes amounted to $16,400 and $14,200 at September 30, 2023 and December 31, 2022, respectively.   On February 2, 2017, the Company borrowed $25,000 from an unrelated third party. The Note carries an annual interest rate of approximately 12.5% and is past due. The Company is in default and as such, the lender may increase the interest rate due by an amount of up to 3% per annum in excess of the rate then otherwise applicable. The Company does not have the funds to repay the advance. The President of the Company has agreed to personally secure the note with an assignment of proceeds due to her under the first lien on the Property. Accrued interest on this obligation amounted to $20,856 and $18,493 at September 30, 2023 and December 31, 2022, respectively.   Of the amounts discussed above, $65,504 in short-term notes and advances are in default under the original agreed to terms.

v3.23.3

Current Notes Payable Due Related Parties	9 Months Ended
	Sep. 30, 2023
Current Notes Payable Due Related Parties
Current Notes Payable Due Related Parties	Note 8. Current Notes Payable Due Related Parties   In 2016, the Company received cash advances totaling $47,500 from seven lenders which included $25,000 from three Current Directors of the Company (see Note 7). The proceeds from the cash advances were earmarked for the payment of accounting and auditing fees and other expenses required to file the Company’s Form 10-Q. On August 25, 2016, the Company issued a Note to the foregoing lenders, which matures four years from the date of issuance and bears interest at 8% per annum, with a full year of interest accruing in any year in which the advance remains unpaid. Accrued interest due on the above notes amounted to $16,000 and $14,000 at September 30, 2023 and December 31, 2022, respectively. These amounts are included in current liabilities on the consolidated balance sheets as of September 30, 2023 and December 31, 2022. This note is secured by a second lien on the Diamondhead Property.     In the third quarter of 2016, the Chairman of the Board of Directors of the Company loaned the Company $90,000. On August 25, 2016, the Company issued a Note to the Chairman of the Board. The Note bears interest at 14% per annum effective August 1, 2016 and matures four years from the date of issuance. The proceeds of the loan were used for the payment of Mississippi property taxes and auditing, accounting and other corporate expenses. Accrued interest due on the above note amounted to $90,306 and $80,882 at September 30, 2023 and December 31, 2022, respectively.   In July 2017, at the request of the Company, the current Chairman of the Board of Directors, who is also a Vice President of the Company (“the Chairman”), paid all property taxes due, together with all interest due thereon, to Hancock County, Mississippi on an approximate 400-acre tract of land, owned by Mississippi Gaming Corporation, a wholly owned subsidiary of the Company. The total amount advanced was $67,628.   The Chairman is one of the secured parties under that Land Deed of Trust recorded on September 26, 2014 in Hancock County, Mississippi, to secure Tranche I and Tranche II Debentures issued by the Company in 2014. Under paragraph 5 of the Land Deed of Trust, a secured party who advances sums for taxes due on the Property is secured by the same Land Deed of Trust, but only at that interest rate specified in the note representing the primary indebtedness, namely 4% per annum.   The Chairman advanced the $67,628 on condition that: (i) the advance constitute a lien with interest at 4% per annum under that Land Deed of Trust recorded September 26, 2014; (ii) he be paid additional interest of 11% per annum on the amount advanced and owing and that the full 11% interest per annum is payable during any calendar year in which all or part of the amount advanced and owing or interest due thereon remains unpaid; (iii) this additional interest obligation be treated as a separate and secured debt of the Company, to be evidenced by a separate note and is secured with a separate and third lien to be placed on the Property (hereafter “the Third Lien”); (iv) the entire obligation will be treated as an advance to be paid out of any subsequent incoming financing obtained by the Company or any amounts recovered by the Company from a defendant in that collection action brought by the Company in the Circuit Court of Montgomery County, Maryland; and (v) he be indemnified for any losses sustained on the sale of that common stock sold to cover the payment of real estate property taxes and any credit card fees associated with payment (“the indemnification”). The Chairman identified the common stock sold and provided the Company with the documentation required to document the sale of said stock and to calculate the loss, if any, on said stock. The fair value measurement of the derivative indemnification liability at December 31, 2021 was developed using Level 1 inputs, which was valued at $0. On February 4, 2022, the Board of Directors entered into an agreement with the Chairman to issue 35,000 shares of common stock of the Company to the Chairman to repurchase the indemnification. See Note 11. On September 30, 2018, Mississippi Gaming Corporation issued a secured promissory note, due one year from the date of issue to the Chairman for an amount up to $100,000 to cover the principal and interest due with respect to this note. On August 21, 2018, Mississippi Gaming Corporation placed a third lien on the Property to secure this obligation for $100,000. Accrued interest on the note amounted to $68,845 and $59,360 at September 30, 2023 and December 31, 2022, respectively.   In March of 2018, the Board of Directors voted to increase up to an additional $200,000 the amount secured by the third lien in favor of the Chairman of the Board, for amounts advanced by the Chairman on behalf of the Company, on the following terms and conditions, namely, that (i) the advance constitutes a lien on the Property with interest at 15% per annum; (ii) that the full interest of 15% per annum is payable during any calendar year in which all or part of the amount advanced is due and owing or interest due thereon remains unpaid; (iii) that this debt be evidenced by a separate promissory note and is to be included in and secured with a third lien that is to be placed on the Diamondhead Property to secure previous advances made to the Company (hereafter “the Third Lien”); (iv) that he be indemnified for any losses sustained on the sale of his common stock in an unrelated publicly-traded company to be sold to cover this advance based on a sales price of approximately $2.80 per share with a cap on the maximum loss per share to be at a sales price of $10.00 per share; and (v) that the Chairman’s previous indemnification approved by the Board of Directors on July 24, 2017 with respect to any loss on the sale of the same stock also be capped at a maximum of $10.00 per share. The Chairman identified the common stock sold and provided the Company with the documentation required to document the sale of said stock and to calculate the loss, if any, on said stock. On February 4, 2022, the Board of Directors entered into an agreement with the Chairman to issue 35,000 shares of common stock of the Company to the Chairman to repurchase the indemnifications. See Note 11.     On September 30, 2018, Mississippi Gaming Corporation issued a secured promissory note, due one year from the date of issue to the Chairman, for an amount up to $200,000 to cover the principal and interest due with respect to this note. On August 21, 2018, Mississippi Gaming Corporation placed a third lien on the Diamondhead Property to secure this obligation for $200,000.   In November of 2018, the Board of Directors voted to increase up to an additional $100,000 of advances from the Chairman and in March of 2019, the Board of Directors voted to increase the limit of the advances to $200,000. The terms of this advance are identical to the terms as approved above in March 2018.   In July 2020, the Chairman of the Board of the Company paid a total of $67,076 for property taxes due for the year 2019 on the Company’s 400-acre Diamondhead, Mississippi Property plus $1,573 in related fees. The Company placed a fourteenth lien on the Property in July 2021 to secure a promissory note in the amount of $150,000 issued to the Chairman of the Board of the Company to secure the payment of these taxes and interest due thereon.   In May 2021, the Chairman of the Board of the Company paid a total of $62,610 for property taxes due for the year 2020 on the Company’s 400-acre Diamondhead, Mississippi Property plus $1,468 in related fees. The Company placed a fifteenth lien on the Property in July 2021 to secure a promissory note in the amount of $100,000 issued to the Chairman of the Board of the Company to secure the payment of these taxes and interest due thereon.   On May 30, 2021, the Chairman of the Board of the Company loaned the Company $50,000. The note is non-interest bearing and matures one year from the date of issuance. The Company placed a sixteenth lien on the Property in July 2021 to secure this non-interest bearing note which totals $50,000 in principal and calls for the issuance of 100,000 shares of common stock. The note is not convertible. As of the issuance date of these financial statements, no shares have been issued. The Company recorded a fair value of the stock of $33,500, which was determined by the fair value of the Company’s common stock at the date of the loan. The fair value of the stock was recorded as a debt discount, which will be amortized to interest expense over the life of the note. Debt discount was fully amortized during 2022.   On February 17, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principal amount of $25,000 together with 50,000 shares of common stock of the Company. The note was issued in connection with the Chairman advancing funds to pay off accounts payable on behalf of the Company. The note is not convertible. As of the issuance date of these financial statements, no shares have been issued. The Company recorded a fair value of the stock of $17,500, which was determined by the fair value of the Company’s common stock at the date of the loan. The fair value of the stock was recorded as a debt discount, which will be amortized to interest expense over the life of the note. During the nine months ended September 30, 2023, $12,164 of debt discount was amortized to interest expense to related parties. On November 1, 2023, as previously agreed, the Company paid the Chairman the $25,000 advanced out of the proceeds of the eminent domain settlement.   On July 28, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principal amount of $75,000 together with 150,000 shares of common stock of the Company. The note was issued in connection with the Chairman advancing funds to pay off property taxes due for the year 2022 on the Diamondhead, Mississippi Property and fees due to Company’s outside auditor for review of Form 10Q for the period ending June 30, 2023, on behalf of the Company. The note is not convertible. As of the issuance date of these financial statements, no shares have been issued. The Company recorded a fair value of the stock of $52,500, which was determined by the fair value of the Company’s common stock at the date of the loan. The fair value of the stock was recorded as a debt discount, which will be amortized to interest expense over the life of the note. During the nine months ended September 30, 2023, $9,290 of debt discount was amortized to interest expense to related parties. On November 1, 2023, as previously agreed, the Company paid the Chairman the $75,000 advanced out of the proceeds of the eminent domain settlement.   As of September 30, 2023, the Chairman had advanced a total of $467,953, net of repayment of $16,250, under both the March 2018 and March 2019 arrangements and was owed accrued interest in the amount of $349,415 and $279,754 at September 30, 2023 and December 31, 2022, respectively.     On July 24, 2017, the President of the Company, who is a Director of the Company, agreed to advance the Company up to $20,000 for the payment of expenses. In March of 2018, the Board of Directors voted to increase to up to $100,000 the amount to be secured by a third lien in favor of the President of the Company for amounts advanced by the President under this note, on the following terms and conditions, namely, that (i) she be paid interest of 15% per annum on the amount advanced and owing and that the full 15% interest per annum is payable during any calendar year in which all or part of the amount advanced and owing or interest due thereon remains unpaid; (ii) the obligation in the maximum principal amount of $100,000 with interest due thereon be treated as a secured debt of the Company, to be evidenced by a separate note and to be secured with a separate lien to be placed on the Diamondhead Property (“the Third Lien”) together with the Chairman’s Third Lien, as well as a first lien to be placed on the residential lot owned by the Company; (iii) that the Third Lien on the Diamondhead Property also include the two loans ($25,000 and $15,000) and interest due thereon and credit facilities in the maximum amount of $15,000; and (iv) that the foregoing will be treated as advances to be paid out of any subsequent incoming financing obtained by the Company or any amounts recovered by the Company from a defendant in that collection action brought by the Company in the Circuit Court of Montgomery County, Maryland.   As of September 30, 2023, the President had advanced a total of $23,620, net of repayments of $49,949, under this agreement. The President previously agreed to secure a $25,000 loan and interest due thereon and to secure and guarantee a $15,000 loan and interest due thereon due non-related parties discussed above. The President is also personally liable for certain bank-issued credit cards used by the Company to pay expenses incurred by the Company in the approximate amount of $18,000. On September 30, 2018, Mississippi Gaming Corporation issued a secured promissory note, due one year from date of issue, to the President for an amount up to $100,000 to cover the principal and interest due with respect to this note. On August 21, 2018, Mississippi gaming Corporation placed a third lien on the Diamondhead Property to secure this obligation for $100,000. Accrued interest due on this note amounted to $50,655 and $41,409 at September 30, 2023 and December 31, 2022, respectively.   The third lien placed on the Diamondhead Property, which secures the above three promissory notes, totals up to $400,000 and is payable to the Chairman of the Board ($300,000) and President ($100,000) of the Company.   The principal balance of the notes payable due to the officers and directors discussed above was $769,125, net of debt discount of $51,527 and $720,651, net of debt discount of $0, as of September 30, 2023 and December 31, 2022, respectively.

v3.23.3

Notes Payable Due Others	9 Months Ended
	Sep. 30, 2023
Notes Payable Due Others
Notes Payable Due Others	Note 9. Notes Payable Due Others   In October 2017, the Company entered into a settlement with a holder of $150,000 of convertible notes as described in Note 5 above. As part of the settlement, the Company agreed to pay legal fees in the amount of $50,000 and issued a four year note at 0% interest to satisfy this obligation. The note is currently in default.   In December 2020, the Company entered into three promissory notes with unrelated lenders in exchange for an aggregate principal amount of $126,250. The Company received total proceeds of $100,000 for the notes, resulting in an original issue discount of $26,250. This original issue discount was recorded as a debt discount, which will be amortized to interest expense over the life of the notes. The notes are non-interest bearing and matured in December 2021, one year after the notes’ issuances. These notes are currently in default.   In January and February 2021, the Company entered into two additional promissory notes with unrelated lenders in exchange for a principal amount of $25,000 and $31,250, respectively. The Company received total proceeds of $50,000 for the notes, resulting in an original issue discount of $6,250. This original issue discount was recorded as a debt discount, which will be amortized to interest expense over the life of the notes. The notes are non-interest bearing and matured in January and February 2022, respectively, one year after the notes’ issuances. These notes are currently in default.     In April and May 2021, the Company entered into three additional promissory notes with unrelated lenders in exchange for a principal amount of $70,000, $25,000 and $25,000, respectively. The Company received total proceeds of $100,000 for the notes, resulting in an original issue discount of $20,000. This original issue discount was recorded as a debt discount, which will be amortized to interest expense over the life of the notes. The notes are non-interest bearing and matured in April and May 2022, respectively, one year after the notes’ issuances. The notes are currently in default.   In July 2021, the Company entered into an additional promissory note with an unrelated lender in exchange for a principal amount of $25,000. The Company received proceeds of $25,000 for the note. The note is non-interest bearing and matures in July 2022, one year after the note’s issuance. The note is currently in default.   In November 2021, the Company entered into an additional promissory note with an unrelated lender in exchange for a principal amount of $50,000. The Company received proceeds of $50,000 for the note. The note is non-interest bearing and matures in November 2022, one year after the note’s issuance. The note is currently in default.   In March 2022, unrelated third parties paid a total of $60,436 for property taxes due for the year 2021 on the Company’s Mississippi Property and loaned the Company an additional $19,564 for a total of $80,000. In return for the $80,000, the Company issued two non-interest bearing secured promissory notes for $40,000 each, due and payable in one year and, in addition, agreed to issue 80,000 shares of common stock for each $40,000 loaned, for a total repayment due of $80,000 plus 160,000 shares of common stock. The note is currently in default.   In April 2022, the Company entered into an additional promissory note with an unrelated lender in exchange for a principal amount of $50,000. The Company received proceeds of $50,000 for the note. The note is non-interest bearing and matures in April 2023, one year after the note’s issuance. The note is currently in default.   From April 2021 to June 2022, thirteen liens were placed on the Property to secure these notes. There is a call for the issuance of a total of 760,000 shares of common stock in connection with the notes and liens, however, no shares have been issued to date. In December 2020, the Company recorded a fair value of the stock of $22,050, which was determined by the fair value of the Company’s common stock at the date of each loan issuance. In 2021, the Company recorded a fair value of the stock pertaining to the 2021 notes of $102,000. In 2022, the Company recorded a fair value of the stock pertaining to the 2022 notes of $98,000. The fair value of the stock was recorded as a debt discount, which has been fully amortized to interest expense as of September, 30 2023.   On July 25, 2023 and August 8, 2023, the Company entered into two additional promissory notes with unrelated lenders in exchange for a principal amount of $20,000 each. The Company received total proceeds of $40,000 for the notes. These notes are non-interest bearing and mature in one year after the notes’ issuance. In exchange for the loans, the Company also agreed to issue 40,000 shares of common stock of the Company to each lender and agreed to pay each lender the principal due on each note out of the proceeds expected to be received from the settlement of an eminent domain proceeding. The notes are not convertible. As of the issuance date of these financial statements, no shares have been issued. The Company recorded a fair value of the stock of $27,200, which was determined by the fair value of the Company’s common stock at the date of the loan. The fair value of the stock was recorded as a debt discount, which will be amortized to interest expense over the life of the note. During the nine months ended September 30, 2023, $4,583 of debt discount was amortized to interest expense to others. On November 1, 2023, as previously agreed, the Company paid the two lenders $20,000 each out of the proceeds of the eminent domain settlement.   During the nine months ended September 30, 2023 and 2022, $29,520 and $101,499 of the debt discount was amortized to interest expense to others. As of September 30, 2023 and December 31, 2022, total notes payable due others, net of unamortized discount, was $574,883 and $532,563, respectively.

v3.23.3

Long Term Notes and Interest-Bearing Advance	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Long Term Notes and Interest-Bearing Advance	Note 10. Long Term Notes and Interest-Bearing Advance   Promissory Notes   On June 9, 2017, the Company entered into a Promissory Note with an unrelated lender in exchange for proceeds in the amount of $15,000. Interest on the note is 12.5% per annum and payable March 1 of each year the note remains outstanding. Payment in full of the Note was due June 9, 2019. On July 20, 2023, the Noteholder agreed to extend the maturity date of the note to June 9, 2025. Mississippi Gaming Corporation, a wholly owned subsidiary of the Company, guaranteed the Note. In addition, the President of the Company agreed to personally guarantee the Note and to personally secure the Note with an assignment of proceeds due to her under the first lien on the Diamondhead property. The interest payments since March 1, 2018 have not been made. Accrued interest due on this obligation amounted to $11,862 and $10,443 at September 30, 2023 and December 31, 2022, respectively.

v3.23.3

Related Party Transactions	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 11. Related Party Transactions   As of September 30, 2023, the President of the Company is owed deferred salary in the amount of $3,591,996 and the Vice President and the current Chairman of the Board of Directors of the Company is owed deferred salary in the amount of $121,140. The Board of directors agreed to pay interest at 9% per annum on the foregoing amounts owed. Interest expense under this agreement amounted to $241,166 and $221,372 during the nine months ended September 30, 2023 and 2022, respectively. Total interest accrued under this agreement totaled $2,153,065 and $1,911,499 as of September 30, 2023 and December 31, 2022, respectively.   The Company has a month-to-month lease with the President and then-Chairman of the Board of Directors of the Company, for office space owned by the President in Alexandria, Virginia. The lease calls for monthly base rent in the amount of $4,534 and payment of associated costs of insurance, real estate taxes, utilities and other expenses. Rent expense associated with this lease amounted to base rent in the amount of $40,808 and associated rental costs of $24,989 for a total of $65,797 for the nine months ended September 30, 2023 and base rent of $40,806 and associated rental costs of $22,776 for a total of $63,582 for the nine months ended September 30, 2022. No payments associated with the base rents were made in nine months ended September 30, 2023. At September 30, 2023 and December 31, 2022, amounts owed for base rent and associated rental costs totaled $634,366 and $568,569, respectively.   Directors of the Company are entitled to a director’s fee of $15,000 per year for their services. The Company has been unable to pay directors’ fees to date. A total of $906,250 and $838,750 was due and owing to the Company’s current and former directors as of September 30, 2023 and December 31, 2022, respectively. Directors have previously been compensated and may, in the future, be compensated for their services with cash, common stock, or options to purchase common stock of the Company.   On February 4, 2022, the Board of Directors entered into an agreement with Mr. Harrison, the Chairman of the Board of Directors, to issue 35,000 shares of common stock of the Company to Mr. Harrison to repurchase the indemnifications the Company had previously agreed to pay Mr. Harrison for losses, if any, suffered on certain stock he had sold in prior years in an unrelated company to raise funds to pay property taxes due on the Diamondhead, Mississippi Property and to lend additional funds to the Company. This repurchase eliminates any risk to the Company arising from the indemnification which could have been material. During the nine months ended September 30, 2023, the Company recorded stock-based compensation of $0 for the fair value of these shares, which have not yet been issued as of the issuance date of these unaudited condensed consolidated financial statements.   On February 17, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principal amount of $25,000 together with 50,000 shares of common stock of the Company. The note was issued in connection with the Chairman advancing funds to pay off accounts payable on behalf of the Company.   On July 28, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principal amount of $75,000 together with 150,000 shares of common stock of the Company. The note was issued in connection with the Chairman advancing funds to pay property taxes on the Diamondhead Property for the year 2022 and to pay fees due to the Company’s outside auditor for review of the Form 10-Q for the period ending June 30, 2023. In exchange for the $25,000 and $75,000 loans, the Company also agreed to pay the principal due of out of the proceeds expected to be received from the settlement of an eminent domain proceeding. On November 1, 2023, as previously agreed, the Company paid the Chairman the $25,000 and $75,000 advanced out of the proceeds of the eminent domain settlement.   See Notes 4, 5, 7, 8 and 12 for other related party transactions.

v3.23.3

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 12. Commitments and Contingencies   Liens   As of September 30, 2023, there were twenty-one liens on the Company’s Diamondhead, Mississippi Property as follows:     The Company’s obligations under the First Tranche Collateralized Convertible Senior Debentures are secured by a first lien on the Company’s Diamondhead, Mississippi property (the “Investors Lien”). On March 31, 2014, the Company issued $1 million of First Tranche Collateralized Convertible Senior Debentures and, on December 31, 2014, the Company issued $850,000 of Second Tranche Collateralized Convertible Senior Debentures. Thus, on September 26, 2014, a first lien was placed on the Diamondhead Property in favor of the Investors to secure the principal due in the amount of $1,850,000 and interest due thereon. The Investors Lien is in pari passu with a first lien placed on the Property in favor of the President of the Company, the Vice President of the Company, and certain directors of the Company, for past due wages, compensation, and expenses owed to them in the maximum aggregate amount of $2,000,000 (the “Executives Lien”). The CEO will serve as Lien Agent for the Executives Lien.   On December 16, 2016, the Company filed a second lien on the Diamondhead Property in the maximum amount of $250,000 to secure certain notes payable, including notes to related parties, totaling $137,500 in principal and accrued interest incurred.   On August 21, 2018, the Company filed a third lien on the Diamondhead Property for up to $400,000 to secure notes issued to the Chairman and President of the Company arising in the third quarter of 2017 and during 2018, as more fully described in Note 8.   On January 26, 2021, a fourth lien in the amount of $2,000,000 was placed on the Property to secure a non-interest-bearing note payable in the amount of $2,000,000, issued to secure amounts owed to the President of the Company for accrued, but unpaid, salary, rent and other expenses.   On February 17, 2021, a fifth lien in the amount of $658,750 was placed on the Property to secure a non-interest-bearing note payable in the amount of $658,750, issued to secure amounts owed to nine directors, including the Company’s six current directors.   In April 2021, six liens were placed on the Property to secure six non-interest-bearing notes payable to be issued to six lenders bringing total liens on the Property to eleven. The six notes issued total $252,500 in principal and call for the issuance of 250,000 shares of common stock. The notes are not convertible. As of the issuance date of these financial statements, no shares have been issued.   In June 2021, a twelfth and thirteenth lien were placed on the Property to secure two non-interest bearing notes issued in May of 2021 which total $50,000 in principal and call for the issuance of a total of 100,000 shares of common stock. The notes are not convertible. As of the issuance date of these financial statements, no shares have been issued.   In July 2021, the Company placed a fourteenth lien on the Property to secure a promissory note in the amount of $150,000 issued to the Chairman of the Board of the Company to secure the payment of taxes and interest that were paid by the Chairman in July 2020.   In July 2021, the Company placed a fifteenth lien on the Property to secure a promissory note in the amount of $100,000 issued to the Chairman of the Board of the Company to secure the payment of taxes and interest that were paid by the Chairman in May 2021.   In July 2021, the Company placed a sixteenth lien on the Property to secure a non-interest bearing note issued to the Chairman in May 2021 which totals $50,000 in principal and calls for the issuance of 100,000 shares of common stock. The note is not convertible. As of the issuance date of these unaudited condensed consolidated financial statements, no shares have been issued.   In July 2021, the Company placed a seventeenth lien on the Property to secure a non-interest bearing note issued to a lender, which totals $25,000 in principal and calls for the issuance of 50,000 shares of common stock. The note is not convertible. As of the issuance date of these unaudited condensed consolidated financial statements, no shares have been issued.     In November 2021, an eighteenth lien was placed on the Property to secure a non-interest bearing note issued in November 2021 which totals $50,000 in principal and calls for the issuance of 100,000 shares of common stock. The note is not convertible. As of the issuance date of these unaudited condensed consolidated financial statements, no shares have been issued.   In March 2022, a nineteenth and twentieth lien were placed on the Property to secure two non-interest bearing notes issued in March of 2022 which total $80,000 in principal and call for the issuance of a total of 160,000 shares of common stock. The notes are not convertible. As of the issuance date of these unaudited condensed consolidated financial statements, no shares have been issued.   In May 2022, a twenty-first lien was placed on the Property to secure a non-interest bearing note issued in April of 2022 which totals $50,000 in principal and calls for the issuance of a total of 100,000 shares of common stock. The note is not convertible. As of the issuance date of these unaudited condensed consolidated financial statements, no shares have been issued.   Other   The Company is currently delinquent in filing those documents and forms required to be filed in connection with its Employee Stock Ownership Plan (“ESOP”) for the year ended December 31, 2022, 2021, 2020, 2019, 2018, 2017, 2016 and 2015. The Company did not have the funds to pay professionals to prepare, audit and file these documents and forms when due. Although these required filings normally do not result in any tax due to an agency of the government, the Company could be subject to significant penalties for failure to file these forms when due. Penalties are assessed by the Department of Labor on a per diem basis from the original due dates for the required informational filings until the filings are actually made. The Company has accrued $542,575 and $429,750 on the current delinquent filings as of September 30, 2023 and December 31, 2022, respectively. The Company intends to bring its ESOP-required filings current and when current, will attempt to enroll in a voluntary compliance program with the Department of Labor with respect to any penalties or fines incurred. However, there can be no assurance the Company will be able to enroll in any such program or obtain a reduction of the fines and penalties that may be due.   The Company and its subsidiaries file their federal tax return on a consolidated basis. The Company has not filed its consolidated federal tax returns for the years ended December 31, 2022, 2021, 2020, 2019, 2018, 2017 and 2016.   The Company believes no tax will be due with these federal returns. The Company has not filed its annual reports together with its franchise tax due with the state of Delaware for 2022, 2021, 2020, 2019 and 2018. Mississippi Gaming Corporation, a wholly owned subsidiary of the Company, has not filed its annual reports, together with its franchise tax due, with the state of Delaware for 2022, 2021, 2020, 2019 and 2018. Casino World, Inc., a wholly owned subsidiary of the Company, has not filed its annual reports, together with its franchise tax due, with the state of Delaware for 2022, 2021, 2020, 2019, 2018, 2017 and 2016. Mississippi Gaming Corporation has not filed its corporate income and franchise tax returns, together with the tax due, with the state of Mississippi for 2022, 2021, 2020, 2019, or 2018. Casino World, Inc. has not filed its corporate income and franchise tax returns, together with the tax due, with the state of Mississippi for 2022, 2021, 2020, 2019, 2018, 2017 and 2016. As of September 30, 2023, the accrued franchise taxes for Delaware and Mississippi totaled $15,125.   Management Agreement   On June 19, 1993, two subsidiaries of the Company, Casino World Inc. and Mississippi Gaming Corporation, entered into a Management Agreement with Casinos Austria Maritime Corporation (CAMC). Subject to certain conditions, under the Management Agreement, CAMC would operate, on an exclusive basis, all of the Company’s proposed dockside gaming casinos in the State of Mississippi, including any operation fifty percent (50%) or more of which is owned by the Company or its affiliates.     Unless terminated earlier pursuant to the provisions of the Agreement, the Agreement terminates five years from the first day of actual Mississippi gaming operations and provides for the payment of an annual operational term management fee of 1.2% of all gross gaming revenues between zero and $100,000,000; plus 0.75% of gross gaming revenue between $100,000,000 and $140,000,000; plus 0.5% of gross gaming revenue above $140,000,000; plus two percent of the net gaming revenue between zero and $25,000,000; plus three percent of the net gaming revenue above twenty-five million dollars $25,000,000. The Company believes this Agreement is no longer in effect. However, there can be no assurance that CAMC will not attempt to maintain otherwise which would lead to litigation.   Letter of Intent with an Unrelated Third Party   On March 31, 2023, the Company entered into a Letter of Intent with an unrelated third party. The Agreement provided for purchases of Common Stock of Diamondhead Casino Corporation and purchases of Common Stock of its wholly-owned subsidiary, Mississippi Gaming Corporation. As of the issuance date of these financial statements, no payment has been made by the third party investor, no transactions pursuant to the Letter of Intent have occurred and no shares of common stock have been issued. The Company does not expect the Agreement to be honored.

v3.23.3

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 13. Subsequent Events   On October 20, 2023, MGC received $845,377.89 as part of the $1,000,000 settlement amount due in Cooperative Energy, a Mississippi Electric Cooperative v. Mississippi Gaming Corporation, et al. (In the Special Court of Eminent Domain, Hancock County, Mississippi (Case No. CC23-0153). The parties are working on the wording of an easement. Once MGC signs the easement, Cooperative Energy will pay the remainder due to MGC. In line with previous agreements, the funds were used, in part, to reimburse two unrelated lenders a total of $40,000 for amounts advanced in 2023 and to reimburse the Chairman of the Board approximately $100,000 for amounts advanced in 2023. In addition, $45,503.74 was paid to the President of the Company to reimburse the President for expenses paid on behalf of the Company in prior years. The Company intends to use the remaining funds to pay property taxes for the year 2023, to pay its outside auditors and accountant for the Form 10-K for the year ending December 31, 2023, to prepare and file past due federal and state tax returns, to perform an updated wetland delineation survey and certain environmental studies, to obtain an updated property appraisal and updated feasibility study, to obtain aerials of the Diamondhead Property and surrounding area, to prepare updated marketing materials, to pay legal fees and expenses of outside counsel, to pay down some debt due, including rent due in 2023, and to pay administrative and operating expenses.

v3.23.3

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements and, in our opinion, reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the nine months ended September 30, 2023 are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2022, attached to our annual report on Form 10-K.
Principles of Consolidation	Principles of Consolidation   The unaudited condensed consolidated financial statements include the accounts of Diamondhead Casino Corporation and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Estimates	Estimates   The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Land	Land   Land held for development is carried at cost. Costs directly related to site development, such as licensing, permitting, engineering, and other costs, are capitalized.   Land development costs, which have been capitalized, consist of the following at September 30, 2023 and December 31, 2022:  Schedule of Land Development Cost Capitalized Land   $ 4,934,323   Licenses     77,000   Engineering and costs associated with permitting     464,774       $ 5,476,097
Fair Value Measurements	Fair Value Measurements   The Company follows the provisions of ASC Topic 820 “Fair Value Measurements” for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. The standard discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The standard utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:     Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.   Level 2: Input other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.   Level 3: Unobservable input that reflects management’s own assumptions.   Financial instruments included in current assets and liabilities are reported at carrying value in the unaudited condensed consolidated balance sheets, which approximate fair value due to their short-term nature.
Long-Lived Assets	Long-Lived Assets   The Company reviews long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The recoverability of long-lived assets is measured by comparing the carrying amount of the assets to the estimated undiscounted future cash flows projected to be generated by the assets. If such assets are considered impaired, the impairment to be recognized is measured by the amount the carrying value exceeds the fair value of such assets determined by appraisal, discounted cash flow projections, or other means. As of September 30, 2023, there was a triggering event due to recurring losses and an impairment test was conducted. However, the fair value of the long-lived assets exceeded the carrying value and the Company determined that no impairment existed at September 30, 2023.
Net Loss per Common Share	Net Loss per Common Share   Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share is calculated by using the weighted average number of common shares outstanding, plus other potentially dilutive securities. Potentially dilutive securities are excluded from the computation of diluted loss per shares since their effect would be antidilutive. Common shares outstanding consist of issued shares, including allocated and committed shares held by the ESOP trust, less shares held in treasury. Common shares outstanding excludes the 910,000 shares subject to be issued in connection with notes payables (see note 9) and 185,000 shares subject to be issued to the Chairman of the Board of Directors. (see note 11). The dilutive securities below do not include 5,055,555 potentially convertible Debentures since the requirements for possible conversion have not yet been met and may never be met.   The table below summarizes the components of potential dilutive securities at September 30, 2023 and 2022.  Schedule of Components of Potential Dilutive Securities                   September 30,   Description   2023     2022                 Convertible Preferred Stock     260,000       260,000   Options to Purchase Common Shares     4,555,000       4,555,000   Total     4,815,000       4,815,000
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements   In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841). This new guidance is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual reporting periods. This pronouncement was amended under ASU 2019-10 to allow an extension on the adoption date to entities that qualify as a small reporting company. The Company has elected this extension and the effective date for the Company to adopt this standard will be for fiscal years beginning after December 15, 2022. Accordingly, the Company has adopted this standard as of January 1, 2023 and it did not have an effect on its consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Not Yet Adopted   On March 27, 2023, the FASB issued ASU 2023-01, which amends certain provisions of ASC 842 that apply to arrangements between related parties under common control. Specifically, the ASU:     ● Offers private companies, as well as not-for-profit entities that are not conduit bond obligors, a practical expedient that gives them the option of using the written terms and conditions of a common-control arrangement when determining whether a lease exists and the subsequent accounting for the lease, including the lease’s classification         ● Amends the accounting for leasehold improvements in common-control arrangements for all entities.   The ASU is effective for fiscal years beginning after December 15, 2023. The Company has not completed its assessment of the standard, but does not expect the adoption to have a material impact on the Company’s unaudited condensed consolidated financial position, results of operations, or cash flows.   No other recent accounting pronouncements were issued by FASB that are believed by management to have a material impact on the Company’s present or future financial statements.

v3.23.3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Schedule of Land Development Cost Capitalized	Land development costs, which have been capitalized, consist of the following at September 30, 2023 and December 31, 2022:  Schedule of Land Development Cost Capitalized Land   $ 4,934,323   Licenses     77,000   Engineering and costs associated with permitting     464,774       $ 5,476,097
Schedule of Components of Potential Dilutive Securities	The table below summarizes the components of potential dilutive securities at September 30, 2023 and 2022.  Schedule of Components of Potential Dilutive Securities                   September 30,   Description   2023     2022                 Convertible Preferred Stock     260,000       260,000   Options to Purchase Common Shares     4,555,000       4,555,000   Total     4,815,000       4,815,000

v3.23.3

Accounts Payable and Accrued Expenses (Tables)	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Schedule of Accounts Payable and Accrued Expenses	The table below outlines the elements included in accounts payable and accrued expenses at September 30, 2023 and December 31, 2022:  Schedule of Accounts Payable and Accrued Expenses     September 30,     December 31,       2023     2022   Related parties:                 Accrued payroll due officers   $ 3,794,711     $ 3,569,711   Accrued interest due officers and directors     2,827,246       2,467,844   Accrued director fees     906,250       838,750   Base rents due to the President     444,082       403,274   Associated rental costs     190,284       165,295   Other     17,308       17,308   Total related parties   $ 8,179,881     $ 7,462,182                     Non-related parties:                 Accrued interest   $ 3,060,664     $ 2,841,520   Accrued dividends     1,244,600       1,168,400   Accrued fines and penalties     542,575       444,875   Other     461,208       463,743   Total non-related parties   $ 5,309,047     $ 4,918,538

v3.23.3

Convertible Notes and Line of Credit (Tables)	9 Months Ended
	Sep. 30, 2023
Convertible Notes And Line Of Credit
Schedule of Convertible Notes Payable	The table below summarizes the Company’s debt arising from the above-described sources as of September 30, 2023 and December 31, 2022:  Schedule of Convertible Notes Payable     September 30, 2023     December 31, 2022   Private placements - March 1, 2010*   $ 475,000     $ 475,000   Private placements - October 25, 2010     487,500       487,500       $ 962,500     $ 962,500     * Of the 2010 placements above, $75,000 is due to a related party.

v3.23.3

Liquidity and Going Concern (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net income (loss) available to common stockholders, basic	$ 410,906	$ 406,812	$ 1,326,975	$ 1,316,710
Accumulated deficit	46,678,350		46,678,350		$ 45,351,375
Accounts payable and accrued expenses	13,488,928		13,488,928
Cash on hand	$ 25,112		$ 25,112		$ 55,885

v3.23.3

Schedule of Land Development Cost Capitalized (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Product Information [Line Items]
Land development costs	$ 5,476,097	$ 5,476,097
Land [Member]
Product Information [Line Items]
Land development costs	4,934,323	4,934,323
Licenses [Member]
Product Information [Line Items]
Land development costs	77,000	77,000
Engineering and Costs Associated with Permitting [Member]
Product Information [Line Items]
Land development costs	$ 464,774	$ 464,774

v3.23.3

Schedule of Components of Potential Dilutive Securities (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,815,000	4,815,000
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	260,000	260,000
Options To Purchase Common Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,555,000	4,555,000

v3.23.3

Summary of Significant Accounting Policies (Details Narrative) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Shares issued for notes payable	910,000
Antidilutive securities excluded from computation of earnings per share amount	4,815,000	4,815,000
Convertible Debt [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	5,055,555
Board of Directors Chairman [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Issuance of shares	185,000

v3.23.3

Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Accrued payroll due officers	$ 3,794,711	$ 3,569,711
Accrued interest due officers and directors	2,827,246	2,467,844
Accrued director fees	906,250	838,750
Other	17,308	17,308
Associated rental costs	190,284	165,295
Accrued interest	3,060,664	2,841,520
Accrued dividends	1,244,600	1,168,400
Accrued fines and penalties	542,575	444,875
Other	461,208	463,743
Total non-related parties	5,309,047	4,918,538
President [Member]
Defined Benefit Plan Disclosure [Line Items]
Other	444,082	403,274
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Total related parties	$ 8,179,881	$ 7,462,182

v3.23.3

Schedule of Convertible Notes Payable (Details) - Convertible Promissory Note [Member] - USD ($)		Sep. 30, 2023	Dec. 31, 2022
March 1, 2010 Private Placement [Member]
Short-Term Debt [Line Items]
Convertible notes payable	[1]	$ 475,000	$ 475,000
October 25, 2010 Private Placement [Member]
Short-Term Debt [Line Items]
Convertible notes payable		487,500	487,500
Private Placement [Member]
Short-Term Debt [Line Items]
Convertible notes payable		$ 962,500	$ 962,500
[1] Of the 2010 placements above, $75,000 is due to a related party.

v3.23.3

Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Due to a related party	$ 17,308	$ 17,308
March 1, 2010 Private Placement [Member] | Convertible Promissory Note [Member] | Related Party [Member]
Short-Term Debt [Line Items]
Due to a related party	$ 75,000	$ 75,000

v3.23.3

Convertible Notes and Line of Credit (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Nov. 30, 2020	Dec. 31, 2008	Sep. 30, 2023	Dec. 31, 2022
Two Private Placement [Member] | Convertible Promissory Note [Member]
Line of Credit Facility [Line Items]
Convertible notes payable, current			$ 962,500	$ 962,500
Debt instrument, periodic payment	$ 486,796
Interest payable			1,120,169	1,043,547
Line of Credit [Member]
Line of Credit Facility [Line Items]
Line of credit facility maximum borrowing capacity		$ 1,000,000
Line of credit facility interest rate during period		9.00%
Line of credit facility expiration date		Nov. 01, 2012
Number of options awarded		50,000
Weighted average grant date fair value		$ 1.75
Total unpaid principal and accrued interest due on obligation			$ 2,280,490	$ 2,213,422
Line of Credit [Member] | Maximum [Member] | Lender [Member]
Line of Credit Facility [Line Items]
Number of options awarded		250,000
Weighted average grant date fair value		$ 1.75

v3.23.3

Convertible Debentures (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2019	Sep. 26, 2014
Debt Instrument [Line Items]
Principal amount	$ 1,500,000
Debt interest rate					4.00%
Convertible debt current	$ 1,800,000	$ 1,800,000
Interest rate	4.00%		8.00%	6.00%
Legal costs and fees	$ 175,000
Shares issued	50,000
Interest on principle due post judgment	$ 1,500,000
February 14, 2014 Private Placement [Member] | Convertible Senior Debentures [Member]
Debt Instrument [Line Items]
Maximum offering amount	3,000,000
Principal amount	$ 3,000,000
Debt interest rate	4.00%
Debt instrument, maturity date, description	matured six years from the date of issuance
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 1 [Member]
Debt Instrument [Line Items]
Collateralized convertible senior debentures	$ 1,000,000
Conversion of debenture into shares of common stock	3,333,333
Debt instrument, convertible, conversion price	$ 0.30
Convertible debt current	$ 950,000
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 2 [Member]
Debt Instrument [Line Items]
Collateralized convertible senior debentures	$ 1,000,000
Conversion of debenture into shares of common stock	2,222,222
Debt instrument, convertible, conversion price	$ 0.45
Convertible debt current	$ 850,000
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 3 [Member]
Debt Instrument [Line Items]
Collateralized convertible senior debentures	$ 1,000,000
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 3 [Member] | Minimum [Member]
Debt Instrument [Line Items]
Conversion of debenture into shares of common stock	1,818,182
Debt instrument, convertible, conversion price	$ 0.55
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 3 [Member] | Maximum [Member]
Debt Instrument [Line Items]
Conversion of debenture into shares of common stock	1,333,333
Debt instrument, convertible, conversion price	$ 0.75
February 14, 2014 Private Placement [Member] | Non Convertible Senior Debentures [Member]
Debt Instrument [Line Items]
Convertible debt current	$ 50,000
Convertible Debentures [Member]
Debt Instrument [Line Items]
Debt default in interest payments due under debenture agreements	427,081
Total accrued interest	$ 717,473	$ 617,733

v3.23.3

Short Term Notes and Interest-Bearing Advance (Details Narrative) - USD ($)			9 Months Ended	12 Months Ended
	Feb. 02, 2017	Aug. 25, 2016	Sep. 30, 2023	Dec. 31, 2016	Dec. 31, 2022	Sep. 26, 2014
Short-Term Debt [Line Items]
Debt interest rate						4.00%
Short term notes and interest bearing advance			$ 65,504
Unrelated Third Party [Member]
Short-Term Debt [Line Items]
Debt interest rate	12.50%
Accrued interest			20,856		$ 18,493
Short term notes and interest bearing advance	$ 25,000
Seven Lenders [Member]
Short-Term Debt [Line Items]
Cash received advances				$ 47,500
Third Parties [Member]
Short-Term Debt [Line Items]
Cash received advances				$ 22,500
Seven Lenders and Third Parties [Member]
Short-Term Debt [Line Items]
Debt matures term		4 years
Debt interest rate		8.00%
Accrued interest			16,400		14,200
Lender [Member]
Short-Term Debt [Line Items]
Increase in interest rate per annum	3.00%
Bank Credit Facility [Member]
Short-Term Debt [Line Items]
Line of credit facility, maximum borrowing capacity			15,000
Line of credit			$ 18,004		$ 18,004
Bank Credit Facility [Member] | Direct Charges [Member]
Short-Term Debt [Line Items]
Line of credit commitment fee percent rate			11.24%
Bank Credit Facility [Member] | Cash Advanced Through The Facility [Member]
Short-Term Debt [Line Items]
Line of credit commitment fee percent rate			24.99%

v3.23.3

Current Notes Payable Due Related Parties (Details Narrative)													1 Months Ended						3 Months Ended		9 Months Ended		12 Months Ended
	Nov. 01, 2023 USD ($)	Jul. 28, 2023 USD ($) shares	Jul. 28, 2023 USD ($)	Jul. 25, 2023 USD ($)	Feb. 17, 2023 USD ($) shares	Feb. 17, 2023 USD ($)	Feb. 04, 2022 shares	May 30, 2021 USD ($) shares	Sep. 30, 2018 USD ($)	Aug. 21, 2018 USD ($)	Jul. 24, 2017 USD ($)	Aug. 25, 2016	Mar. 31, 2022 USD ($) shares	May 31, 2021 USD ($) a	Jul. 31, 2020 USD ($) a	Mar. 31, 2019 USD ($)	Nov. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Mar. 31, 2022 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jul. 31, 2017 USD ($) a	Sep. 26, 2014
Debt instrument interest rate stated percentage																											4.00%
Proceeds from related parties																					$ 97,020
Principal amount																					1,500,000
Fair value of the stock																			$ 64,000
[custom:ProceedsFromEminentDomainSettlement]	$ 25,000		$ 75,000	$ 20,000		$ 25,000
Repayment of related party debt																						$ 15,104
Fair Value, Inputs, Level 1 [Member]
Derivative fair value of derivative net																									$ 0
Payable During any Calendar Year [Member]
Debt instrument interest rate stated percentage																											11.00%
Mississippi Property [Member]
Issuance of shares | shares													160,000
Principal amount													$ 80,000						80,000
Taxes payable													60,436						$ 60,436
Repayment of related party debt													$ 80,000
Diamond Head Property [Member]
Proceeds from repayments of secured debt																					400,000
Board of Directors Chairman [Member]
Debt matures term												4 years
Debt instrument interest rate stated percentage												14.00%
Interest payable																					90,306			$ 80,882
Proceeds from related parties																				$ 90,000
Area of land, owned | a														400	400
Issuance of shares | shares					50,000			100,000
Proceeds from repayments of secured debt									$ 100,000							$ 200,000	$ 100,000	$ 200,000
Description terms on advances from chairman																		the advance constitutes a lien on the Property with interest at 15% per annum; (ii) that the full interest of 15% per annum is payable during any calendar year in which all or part of the amount advanced is due and owing or interest due thereon remains unpaid; (iii) that this debt be evidenced by a separate promissory note and is to be included in and secured with a third lien that is to be placed on the Diamondhead Property to secure previous advances made to the Company (hereafter “the Third Lien”); (iv) that he be indemnified for any losses sustained on the sale of his common stock in an unrelated publicly-traded company to be sold to cover this advance based on a sales price of approximately $2.80 per share with a cap on the maximum loss per share to be at a sales price of $10.00 per share; and (v) that the Chairman’s previous indemnification approved by the Board of Directors on July 24, 2017 with respect to any loss on the sale of the same stock also be capped at a maximum of $10.00 per share. The Chairman identified the common stock sold and provided the Company with the documentation required to document the sale of said stock and to calculate the loss, if any, on said stock.
Principal amount					$ 25,000	$ 25,000		$ 50,000
Taxes payable														$ 62,610	$ 67,076
Property related fees														1,468	1,573
Debt instrument periodic payment principal								50,000
Fair value of the stock								$ 33,500
Fair value of the stock					$ 17,500
Debt discount amortized interest expense																					12,164
[custom:ProceedsFromEminentDomainSettlement]			75,000
Board of Directors Chairman [Member] | July 28, 2023 [Member]
Issuance of shares | shares		150,000
Principal amount		$ 75,000	75,000
Fair value of the stock		52,500
Debt discount amortized interest expense																					9,290
Board of Directors Chairman [Member] | July, 2021 [Member]
Proceeds from secured debt														$ 100,000	$ 150,000
Board of Directors Chairman [Member] | March 2018 and March 2019 [Member]
Interest payable																					349,415			279,754
Principal amount																					467,953
Repayment of related party debt																					16,250
Board of Directors Chairman [Member] | Maximum [Member] | July 28, 2023 [Member]
Line of credit		$ 75,000	$ 75,000
Board of Directors Chairman [Member] | Mississippi Gaming Corporation [Member]
Interest payable																					68,845			59,360
Issuance of shares | shares							35,000
Secured obligation										$ 100,000
Board of Directors Chairman [Member] | Mississippi Gaming Corporation [Member] | Maximum [Member]
Principal amount									200,000
Board of Directors Chairman [Member] | Diamondhead Casino Corporation [Member]
Secured obligation										200,000
Board of Directors Chairman [Member] | Diamond Head Property [Member]
Proceeds from repayments of secured debt																					300,000
Related Party [Member]
Notes payable, current																					$ 769,125			720,651
Board of Directors [Member] | Maximum [Member]
Proceeds from repayments of secured debt																		$ 100,000
Proceeds from repayment of related party debt											$ 20,000
Related party transaction terms and manner of settlement																		interest of 15% per annum on the amount advanced and owing and that the full 15% interest per annum is payable during any calendar year in which all or part of the amount advanced and owing or interest due thereon remains unpaid; (ii) the obligation in the maximum principal amount of $100,000 with interest due thereon be treated as a secured debt of the Company, to be evidenced by a separate note and to be secured with a separate lien to be placed on the Diamondhead Property (“the Third Lien”) together with the Chairman’s Third Lien, as well as a first lien to be placed on the residential lot owned by the Company; (iii) that the Third Lien on the Diamondhead Property also include the two loans ($25,000 and $15,000) and interest due thereon and credit facilities in the maximum amount of $15,000; and (iv) that the foregoing will be treated as advances to be paid out of any subsequent incoming financing obtained by the Company or any amounts recovered by the Company from a defendant in that collection action brought by the Company in the Circuit Court of Montgomery County, Maryland.
President [Member]
Debt instrument interest rate stated percentage																					9.00%
Interest payable																					$ 50,655			41,409
Secured obligation										$ 100,000
Other accrued liabilities current and noncurrent																					18,000
President [Member] | Loan One [Member]
Line of credit																		$ 25,000			25,000
President [Member] | Loan Two [Member]
Line of credit																		15,000			15,000
President [Member] | Two Loans [Member]
Line of credit facility maximum borrowing capacity																		$ 15,000
President [Member] | Maximum [Member]
Proceeds from repayments of secured debt									$ 100,000
Seven Lenders [Member]
Cash received from advances																							$ 47,500
Three Current Directors [Member]
Cash received from advances																							$ 25,000
Seven Lenders and Three Current Directors [Member]
Debt matures term												4 years
Debt instrument interest rate stated percentage												8.00%
Interest payable																					$ 16,000			14,000
Board of Directors Chairman [Member]
Issuance of shares | shares																					185,000
Board of Directors Chairman [Member] | Related Party [Member] | Mississippi Gaming Corporation [Member]
Notes payable related parties																										$ 67,628
Board of Directors Chairman [Member] | Related Party [Member] | Mississippi Property [Member]
Area of land, owned | a																										400
President [Member] | Diamond Head Property [Member]
Proceeds from repayments of secured debt																					$ 100,000
President [Member] | Related Party [Member]
Due from officers or stockholders																					23,620
Repayments of debt																					49,949
Officers and Directors [Member]
Notes payable, current																					769,125			720,651
Debt instrument, unamortized discount current																					$ 51,527			$ 0

v3.23.3

Notes Payable Due Others (Details Narrative) - USD ($)						1 Months Ended										9 Months Ended		15 Months Ended
	Nov. 01, 2023	Aug. 08, 2023	Jul. 28, 2023	Jul. 25, 2023	Feb. 17, 2023	Apr. 30, 2022	Mar. 31, 2022	Nov. 30, 2021	Jul. 31, 2021	May 31, 2021	Apr. 30, 2021	Feb. 28, 2021	Jan. 31, 2021	Dec. 31, 2020	Oct. 31, 2017	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Sep. 26, 2014
Debt Instrument [Line Items]
Debt face amount																$ 1,500,000
Legal fees																175,000
Debt instrument interest rate stated percentage																					4.00%
Proceeds from other short term debt																40,000	$ 130,000
Repayment of related party debt																	15,104
[custom:ProceedsFromEminentDomainSettlement]	$ 25,000		$ 75,000	$ 20,000	$ 25,000
Mississippi Property [Member]
Debt Instrument [Line Items]
Debt face amount							$ 80,000
Taxes payable current and noncurrent							60,436
Additional loan amount							$ 19,564
Stock issued during period shares							160,000
Repayment of related party debt							$ 80,000
Mississippi Property [Member] | Secured Promissory Notes [Member]
Debt Instrument [Line Items]
Debt face amount							$ 80,000
Stock issued during period shares							80,000
Mississippi Property [Member] | Secured Promissory Notes Two [Member]
Debt Instrument [Line Items]
Debt face amount							$ 40,000
Number of stock issued, value							$ 40,000
Thirteen Liens [Member]
Debt Instrument [Line Items]
Debt instrument unamortized discount																				$ 102,000
Stock issued during period shares																		760,000
Debt instrument, call feature																		There is a call for the issuance of a total of 760,000 shares of common stock in connection with the notes and liens, however, no shares have been issued to date.
Liabilities fair value adjustment														$ 22,050
Fair value of the stock pertaining to debt																			$ 98,000
Lender Two [Member]
Debt Instrument [Line Items]
Fair value of stock issuance liability																27,200
Debt discount was amortized to interest expense																4,583
Others [Member]
Debt Instrument [Line Items]
Debt discount was amortized to interest expense																29,520	$ 101,499
Notes payable, current																$ 574,883			$ 532,563
Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Debt face amount															$ 150,000
Legal fees															$ 50,000
Debt instrument term															four year
Debt instrument interest rate stated percentage															0.00%
Three Promissory Notes [Member] | Unrelated Lenders [Member]
Debt Instrument [Line Items]
Debt face amount														126,250
Proceeds from other short term debt														100,000
Debt instrument unamortized discount														$ 26,250
Debt instrument, maturity date, description														The notes are non-interest bearing and matured in December 2021, one year after the notes’ issuances. These notes are currently in default.
Promissory Note One [Member] | Unrelated Lenders [Member]
Debt Instrument [Line Items]
Debt face amount						$ 50,000		$ 50,000	$ 25,000	$ 70,000	$ 70,000		$ 25,000
Proceeds from other short term debt						$ 50,000		$ 50,000	$ 25,000
Promissory Notes Two [Member] | Unrelated Lenders [Member]
Debt Instrument [Line Items]
Debt face amount										25,000	25,000	$ 31,250
Two Additional Promissory Notes [Member] | Unrelated Lenders [Member]
Debt Instrument [Line Items]
Debt face amount		$ 20,000
Proceeds from other short term debt		$ 40,000										50,000	50,000
Debt instrument unamortized discount												$ 6,250	$ 6,250
Stock issued during period shares		40,000
Promissory Notes Three [Member] | Unrelated Lenders [Member]
Debt Instrument [Line Items]
Debt face amount										25,000	25,000
Three Additional Promissory Notes [Member] | Unrelated Lenders [Member]
Debt Instrument [Line Items]
Proceeds from other short term debt										100,000	100,000
Debt instrument unamortized discount										$ 20,000	$ 20,000

v3.23.3

Long Term Notes and Interest-Bearing Advance (Details Narrative) - USD ($)	Jun. 09, 2017	Sep. 30, 2023	Dec. 31, 2022	Sep. 26, 2014
Short-Term Debt [Line Items]
Debt Instrument, Interest Rate, Stated Percentage				4.00%
Promissory Note [Member]
Short-Term Debt [Line Items]
Proceeds from Notes Payable	$ 15,000
Debt Instrument, Interest Rate, Stated Percentage	12.50%
Debt Instrument, Maturity Date	Jun. 09, 2019
Interest payable		$ 11,862	$ 10,443

v3.23.3

Related Party Transactions (Details Narrative) - USD ($)									9 Months Ended
	Nov. 01, 2023	Jul. 28, 2023	Jul. 28, 2023	Jul. 25, 2023	Feb. 17, 2023	Feb. 17, 2023	Feb. 04, 2022	May 30, 2021	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Oct. 31, 2017	Aug. 25, 2016	Sep. 26, 2014
Related Party Transaction [Line Items]
Debt interest rate														4.00%
Monthly base rent									$ 4,534
Rent expense									40,808	$ 40,806
Associated rental costs									24,989	22,776
Operating Lease, Expense									65,797	63,582
Payments for Rent									0
Accrued Rent									634,366		$ 568,569
Stock based compensation									0
Debt instrument face amount									1,500,000
[custom:ProceedsFromEminentDomainSettlement]	$ 25,000		$ 75,000	$ 20,000		$ 25,000
Convertible Promissory Note [Member]
Related Party Transaction [Line Items]
Debt interest rate												0.00%
Debt instrument face amount												$ 150,000
Director [Member]
Related Party Transaction [Line Items]
Directors fees									15,000
Current And Former Directors [Member]
Related Party Transaction [Line Items]
Accrued directors fees									906,250		838,750
Mr. Harrison [Member]
Related Party Transaction [Line Items]
Issuance of shares							35,000
President [Member]
Related Party Transaction [Line Items]
Deferred salary									$ 3,591,996
Debt interest rate									9.00%
Interest payable									$ 50,655		41,409
Vice President and Current Chairman of Board of Directors [Member]
Related Party Transaction [Line Items]
Deferred salary									121,140
Management [Member]
Related Party Transaction [Line Items]
Interest expense									241,166	$ 221,372
Interest payable									2,153,065		1,911,499
Board of Directors Chairman [Member]
Related Party Transaction [Line Items]
Debt interest rate													14.00%
Interest payable									$ 90,306		$ 80,882
Issuance of shares					50,000			100,000
Debt instrument face amount					$ 25,000	25,000		$ 50,000
[custom:ProceedsFromEminentDomainSettlement]			75,000
Board of Directors Chairman [Member] | July 28, 2023 [Member]
Related Party Transaction [Line Items]
Issuance of shares		150,000
Debt instrument face amount		$ 75,000	75,000
Board of Directors Chairman [Member] | July 28, 2023 [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Long-Term Line of Credit		25,000	25,000
Board of Directors Chairman [Member] | July 28, 2023 [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Long-Term Line of Credit		$ 75,000	$ 75,000
Board of Directors Chairman [Member] | Convertible Promissory Note [Member]
Related Party Transaction [Line Items]
Issuance of shares					50,000
Debt instrument face amount					$ 25,000	$ 25,000

v3.23.3

Commitments and Contingencies (Details Narrative) - USD ($)				1 Months Ended						9 Months Ended
	Feb. 17, 2023	May 30, 2021	Sep. 26, 2014	May 31, 2022	Mar. 31, 2022	Nov. 30, 2021	Jul. 31, 2021	Jun. 30, 2021	Apr. 30, 2021	Sep. 30, 2023	Dec. 31, 2022	Feb. 17, 2021	Jan. 26, 2021	Dec. 31, 2020	Aug. 21, 2018	Dec. 16, 2016	Dec. 31, 2014	Mar. 31, 2014
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt instrument face amount										$ 1,500,000
Other accrued liabilities, current										461,208	$ 463,743
Accrued franchise taxes										15,125
Employee Stock Ownership Plan [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Other accrued liabilities, current										$ 542,575	$ 429,750
Mississippi Property [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt instrument face amount					$ 80,000
Issuance of shares					160,000
Diamond Head Property [Member] | Second Lien [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt instrument face amount																$ 137,500
Amount owed																$ 250,000
Diamond Head Property [Member] | Third Lien [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Amount owed															$ 400,000
Diamond Head Property [Member] | Fourth Lien [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt instrument face amount													$ 2,000,000
Property to secure non interest notes													$ 2,000,000
Diamond Head Property [Member] | Fifth Lien [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt instrument face amount												$ 658,750
Property to secure non interest notes												$ 658,750
Diamond Head Property [Member] | Six Lien [Member] | Lender [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt instrument face amount									$ 252,500
Issuance of shares									250,000
Diamond Head Property [Member] | Twelfth and Thirteenth Lien [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt instrument face amount								$ 50,000
Issuance of shares								100,000
Diamond Head Property [Member] | Sixteenth Lien [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt instrument face amount							$ 50,000
Issuance of shares							100,000
Diamond Head Property [Member] | Seventeenth Lien [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt instrument face amount							$ 25,000
Issuance of shares							50,000
Diamond Head Property [Member] | Eighteenth Lien [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt instrument face amount						$ 50,000
Issuance of shares						100,000
Diamond Head Property [Member] | Nineteenth and Twentieth Lien [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt instrument face amount					$ 80,000
Issuance of shares					160,000
Diamond Head Property [Member] | Twenty-first Lien [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt instrument face amount				$ 50,000
Issuance of shares				100,000
Board of Directors Chairman [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt instrument face amount	$ 25,000	$ 50,000
Issuance of shares	50,000	100,000
Board of Directors Chairman [Member] | Diamond Head Property [Member] | Fourteenth Lien [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Notes payable							$ 150,000
Board of Directors Chairman [Member] | Diamond Head Property [Member] | Fifteenth Lien [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Notes payable							$ 100,000
Casinos Austria Maritime Corporation [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Other commitments description										Unless terminated earlier pursuant to the provisions of the Agreement, the Agreement terminates five years from the first day of actual Mississippi gaming operations and provides for the payment of an annual operational term management fee of 1.2% of all gross gaming revenues between zero and $100,000,000; plus 0.75% of gross gaming revenue between $100,000,000 and $140,000,000; plus 0.5% of gross gaming revenue above $140,000,000; plus two percent of the net gaming revenue between zero and $25,000,000; plus three percent of the net gaming revenue above twenty-five million dollars $25,000,000. The Company believes this Agreement is no longer in effect. However, there can be no assurance that CAMC will not attempt to maintain otherwise which would lead to litigation.
Collateralized Convertible Senior Debentures [Member] | Investors Lien [Member] | Mississippi Property [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Secure principal and interest amount due			$ 1,850,000
Collateralized Convertible Senior Debentures [Member] | Executives Lien [Member] | Mississippi Property [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Amount owed														$ 2,000,000
Collateralized Convertible Senior Debentures [Member] | Tranche 1 [Member] | Investors Lien [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt instrument face amount																		$ 1,000,000
Collateralized Convertible Senior Debentures [Member] | Tranche 2 [Member] | Investors Lien [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt instrument face amount																	$ 850,000

v3.23.3

Subsequent Events (Details Narrative) - Subsequent Event [Member]	Oct. 20, 2023 USD ($)
Subsequent Event [Line Items]
Accounts receivable from securitization	$ 845,377
Due to settlement amount	1,000,000
Repayments of lenders	40,000
President [Member]
Subsequent Event [Line Items]
Payment for reimbursement amount	45,503.74
Board of Directors Chairman [Member]
Subsequent Event [Line Items]
Reimbursement advance amount	$ 100,000

---