Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Mar. 16, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | ROTATE BLACK INC | |
Entity Central Index Key | 1020477 | |
Document Type | 10-K | |
Document Period End Date | 30-Jun-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -24 | |
Entity Well-Known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $4,412,558 | |
Entity Common Stock Shares Outstanding | 5,515,698 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2014 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Current Assets | ||
Cash | $46 | |
Prepaid expenses | 8,616 | 108,023 |
Total current assets | 8,616 | 108,069 |
Fixed assets - net of accumulated depreciation of $31,779 and $30,907 at June 30, 2014 and June 30, 2013 respectively | 872 | |
Deferred development costs - Gulfport Project | 3,459,212 | 3,831,327 |
Land purchase deposit | 109,422 | 437,688 |
Deferred casino ground lease rent | 3,165,468 | 1,902,156 |
Deferred development costs - SlotOne - Project | 12,500 | |
Stock as Loan collateral | 400,000 | |
Security deposit | 3,600 | 3,600 |
TOTAL ASSETS | 6,758,818 | 6,683,712 |
Current liabilities | ||
Accounts payable and accrued expenses | 4,563,200 | 5,371,847 |
Accrued salaries | 1,781,636 | 1,264,371 |
Accrued ground lease rent | 3,165,468 | 1,902,156 |
Note payable | 121,000 | 80,000 |
Loans payable - stockholders | 241,943 | 320,250 |
Mortgage payable - Big Easy vessel | 2,975,000 | 2,975,000 |
Note payable - Big Easy vessel | 600,000 | 600,000 |
Accrued interest on mortgage and note payable | 4,299,415 | 2,846,405 |
Total current liabilities | 17,747,662 | 15,360,029 |
10% Convertible promissory notes payable | 779,890 | 328,015 |
Discount on 10% convertible notes payable | -512,351 | -161,451 |
Beneficial conversion feature | 42,738 | 206,053 |
Warrant liability | 144,387 | 98,814 |
TOTAL LIABILITIES | 18,202,326 | 15,831,460 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Common stock, $0.01 par value, 75,000,000 shares authorized; 5,316,684 and 4,569,894 shares issued and outstanding as of June 30, 2014 and June 30, 2013, respectively | 53,167 | 45,700 |
Additional paid-in-capital | 23,458,739 | 22,906,551 |
Accumulated deficit | -33,930,034 | -31,514,166 |
Noncontrolling Interest | -3,500,380 | -3,060,833 |
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY | -11,443,508 | -9,147,748 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | 6,758,818 | 6,683,712 |
Class A Preferred Stock [Member] | ||
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Preferred stock value | 1,750,000 | |
Class B Preferred Stock [Member] | ||
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Preferred stock value | $2,475,000 | $725,000 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Fixed assets, accumulated depreciation | $31,779 | $30,907 |
Dividend percentage on convertible notes payable | 10.00% | |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 5,316,684 | 4,569,894 |
Common stock, shares outstanding | 5,316,684 | 4,569,894 |
Preferred stock, shares authorized | 5,000,000 | |
Class A Preferred Stock [Member] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 0 | 45 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class B Preferred Stock [Member] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 68,488 | 2,687 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Consolidated_Statement_of_Oper
Consolidated Statement of Operations (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses | ||
Accrued salary expense | 583,498 | 594,363 |
Stock based compensation | 624,734 | 677,000 |
General and administrative expenses | 180,412 | 1,703,161 |
Dividends on Redeemable Preferred Series A Stock | 9,619 | |
Loss on impairment of land purchase deposit | 328,266 | |
Change in fair value of conversion feature | -1,865,078 | -31,159 |
Write-off of accounts payable and salary accrual adjustment | -18,162 | -457,839 |
Amortization of beneficial conversion feature and discount | 1,396,435 | 162,746 |
Interest expense | 1,625,310 | 1,248,455 |
Total expenses | 2,855,415 | 3,906,346 |
Net Loss | -2,855,415 | -3,906,346 |
Net Loss Attributable to Noncontrolling Interest | 439,547 | 1,542,683 |
Net Loss Attributable to Stockholders | ($2,415,868) | ($2,363,663) |
Basic and diluted net loss per common share | ($0.58) | ($0.99) |
Basic and diluted average common shares outstanding | 4,913,000 | 3,951,332 |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Stockholders' (Deficit) Equity (USD $) | Common Stock [Member] | Series A Preferred Units [Member] | Series B Preferred Units [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Controlling Interest [Member] | Noncontrolling Interest [Member] |
Balance at Jun. 30, 2012 | $33,229 | $1,750,000 | $725,000 | $21,273,014 | ($29,150,503) | ($6,887,410) | ($1,518,150) |
Balance, Shares at Jun. 30, 2012 | 3,322,890 | 45 | 2,687 | ||||
Common stock issued in connection with legal services rendered | 2,700 | 297,300 | 300,000 | ||||
Common stock issued in connection with legal services rendered, Shares | 270,000 | ||||||
Common stock issued as compensation | 2,800 | 557,200 | 560,000 | ||||
Common stock issued as compensation, Shares | 280,000 | ||||||
Common stock issued for conversion of Series A Preferred Stock | 4,032 | 259,976 | 264,008 | ||||
Common stock issued for conversion of Series A Preferred Stock, Shares | 403,039 | ||||||
Common stock issued to board members | 80 | 15,920 | 16,000 | ||||
Common stock issued to board members, Shares | 8,000 | ||||||
Common stock issued for payment of accounts payable | 100 | 14,900 | 15,000 | ||||
Common stock issued for payment of accounts payable, Shares | 10,000 | ||||||
Common stock issued in consideration of note payable | 185 | 36,815 | 37,000 | ||||
Common stock issued in consideration of note payable, Shares | 18,500 | ||||||
Common stock issued for consulting services | 20 | 3,980 | 4,000 | ||||
Common stock issued for consulting services, Shares | 2,000 | ||||||
Common stock issued for financing costs | 154 | -154 | |||||
Common stock issued for financing costs, Shares | 15,465 | ||||||
Common stock issued for investment in Rotate Black, MS LLC | 100 | 19,900 | 20,000 | ||||
Common stock issued for investment in Rotate Black, MS LLC, Shares | 10,000 | ||||||
Common stock sold for cash | 300 | 29,700 | 30,000 | ||||
Common stock sold for cash, Shares | 30,000 | ||||||
Common stock issued for loan collateral | 2,000 | 398,000 | 400,000 | ||||
Common stock issued for loan collateral, Shares | 200,000 | ||||||
Net loss | -2,363,663 | -3,906,346 | -1,542,683 | ||||
Balance at Jun. 30, 2013 | 45,700 | 1,750,000 | 725,000 | 22,906,551 | -31,514,166 | -9,147,748 | -3,060,833 |
Balance, Shares at Jun. 30, 2013 | 4,569,894 | 45 | 2,687 | ||||
Common stock issued in connection with legal services rendered | 200 | 19,800 | 20,000 | ||||
Common stock issued in connection with legal services rendered, Shares | 20,000 | ||||||
Common stock issued as compensation | 4,220 | 239,780 | 244,000 | ||||
Common stock issued as compensation, Shares | 422,000 | ||||||
Common stock issued in consideration of note payable | 683 | 135,984 | 136,667 | ||||
Common stock issued in consideration of note payable, Shares | 68,333 | ||||||
Common stock issued for consulting services | 945 | 178,122 | 179,067 | ||||
Common stock issued for consulting services, Shares | 94,533 | ||||||
Common stock issued for loan collateral | -2,000 | -398,000 | -400,000 | ||||
Common stock issued for loan collateral, Shares | -200,000 | ||||||
Common stock issued for conversion of note payable | 2,949 | 291,972 | 294,921 | ||||
Common stock issued for conversion of note payable, Shares | 294,939 | ||||||
Common stock issued for loan incentive | 325 | 64,675 | 65,000 | ||||
Common stock issued for loan incentive, Shares | 32,500 | ||||||
Common stock issued for interest | 100 | 19,900 | 20,000 | ||||
Common stock issued for interest, Shares | 10,000 | ||||||
Common stock issued for exercise of cashless warrants | 45 | -45 | |||||
Common stock issued for exercise of cashless warrants, Shares | 4,485 | ||||||
Preferred Series A Units converted to Preferred Series B Units | -1,750,000 | 1,750,000 | |||||
Preferred Series A Units converted to Preferred Series B Units, Shares | -45 | 57,801 | |||||
Net loss | -2,415,868 | -2,855,415 | -439,547 | ||||
Balance at Jun. 30, 2014 | $53,167 | $2,475,000 | $23,458,739 | ($33,930,034) | ($11,443,508) | ($3,500,380) | |
Balance, Shares at Jun. 30, 2014 | 5,316,684 | 60,488 |
Consolidated_Statement_of_Cash
Consolidated Statement of Cash Flows (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | ($2,855,415) | ($3,906,346) |
Adjustments to reconcile net loss to cash provided by operating activities: | ||
Stock-based compensation | 624,734 | 677,000 |
Stock issued for accounts payable | 15,000 | |
Stock for interest | 94,921 | 74,075 |
Stock issued for legal services | 300,000 | |
Stock issued for consulting services | 4,000 | |
Stock for investment in RBMS | 20,000 | |
Loss on impairment of land purchase deposit | 328,266 | |
Depreciation and amortization | 872 | 1,375 |
Amortization and changes in beneficial conversion feature and warrant liability | -117,742 | 159,495 |
Changes in assets and liabilities: | ||
Prepaid expenses | 119,407 | -101,522 |
Accounts payable and accrued expenses | 971,930 | 3,317,862 |
Accrued interest on mortgage and notes payable | 1,453,010 | 1,180,791 |
Net cash provided by operating activities | 619,983 | 1,640,730 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Deferred development costs - Gulfport Project | 372,115 | -2,143,457 |
Deferred casino ground lease rent | -1,263,312 | |
Deferred development costs - SlotOne Project | -12,500 | |
Net cash used in investing activities | -903,697 | -2,143,457 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Common stock sold for cash | 30,000 | |
Proceeds from convertible promissory notes payable | 671,875 | 178,015 |
Proceeds from note payable | 41,000 | 80,000 |
Discount on 10% convertible promissory notes payable | -350,900 | -27,909 |
(Decrease) Increase in loans payable - stockholders | -78,307 | 234,404 |
Payments of note payable - truck | -408 | |
Net cash provided by financing activities | 283,668 | 494,102 |
Net increase (decrease) in cash | -46 | -8,625 |
Cash, beginning of period | 46 | 8,671 |
Cash, end of period | 46 | |
Noncash Transactions: | ||
Issuance of common stock in payment of notes payable | 220,000 | |
Issuance of common stock in payment toward accounts payable | 15,000 | |
Issuance of common stock as collateral on note payable | 400,000 | |
Issuance of common stock for redemption of Preferred Series A Stock plus interest and dividends | 264,008 | |
Issuance of common stock as debt financing fees | 37,002 | |
Write-off of accounts payable and accrued expenses | 470,501 | |
Issuance of common stock as interest | 94,921 | 74,075 |
Issuance of common stock in equity investment | 20,000 | |
Cancellation of common stock for loan collateral | ($400,000) |
Consolidated_Statement_of_Cash1
Consolidated Statement of Cash Flows (Parenthetical) | Jun. 30, 2014 |
Statement of Cash Flows [Abstract] | |
Dividend percentage on convertible notes payable | 10.00% |
Organization_and_Operations
Organization and Operations | 12 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | 1. ORGANIZATION AND OPERATIONS |
Rotate Black, Inc. (Company) was incorporated in Nevada on August 2, 2006. The Company develops, operates and manages gaming and related properties. On April 1, 2010, the Company commenced operations under the Gulfport Project management agreement. | |
Gulfport Project | |
The Company’s primary focus will be the management of a casino resort in Gulfport, Mississippi (“the Gulfport Project”) under the Gulfport Project Management Agreement with the Company’s affiliate, Rotate Black MS, LLC (RBMS), a Mississippi limited liability company. (Note 5) | |
Other Projects | |
On December 13, 2011, the Company formed a wholly-owned subsidiary, SlotOne, Inc., to provide slot machines on a participation basis in certain casino locations where the replacement of old equipment can enhance earnings for the gaming location and the Company. To date, the Company has secured an exclusive license agreement with Global Gaming Group, Inc. for the use if its slot games and gaming content. Currently the Company is assimilating these games and its infrastructure into a new Class II gaming platform. Initial testing of the Company’s new state of the art equipment is contemplated in the fall of 2015. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Consolidated Financial Statements | |
The accompanying consolidated financial statements include all of the accounts of the Company, its subsidiary RB OK, LLC and its affiliate, RBMS (Note 6). | |
On February 28, 2015, our board of directors approved, and submitted a proposal to our stockholders for approval of a 1 for 10 reverse split of our common stock (the “Reverse Stock Split”) The Reverse Stock Split was intended to increase the market price of our common stock to make our common stock more attractive to a broader range of institutional and other investors. We filed a Certificate of Change with the Secretary of State of the State of Nevada to effect the Reverse Stock Split on March 12, 2015. Upon the effectiveness of the Reverse Stock Split, every ten shares of issued and outstanding common stock of the Company were automatically combined into one share of common stock with any fractional shares rounded up to the next whole share and the par value of the common stock increased rom $0.001 to $0.01, per share. The Reverse Stock Split reduced the number of outstanding shares of the Company’s common stock from approximately 55.0 million shares to approximately 5.5 million shares. The authorized shares of the Company’s common stock remain at 75,000,000. | |
Unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying consolidated financial statements have, where applicable, been adjusted retroactively to reflect the Reverse Stock Split. | |
Investments in 50% or less owned entities without controlling influence by the Company are accounted for using the equity method. Under the equity method, the Company recognizes its ownership share of the income and losses of the equity entity. Through June 30, 2011, the Company accounted for its investment in RBMS on the equity method (Note 6). | |
All significant intercompany accounts and transactions have been eliminated. | |
Reclassifications | |
Certain amounts for the prior year have been revised or reclassified to conform to 2014 financial statement presentation. | |
Estimates | |
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. | |
Financial Instruments | |
The Company considers the carrying amounts of financial instruments, including cash, accounts payable and accrued expenses to approximate their fair values because of their relatively short maturities. | |
Property and Equipment | |
Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. | |
Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. The cost and accumulated depreciation of assets retired or otherwise disposed of are relieved from the appropriate accounts and any profit or loss on the sale or disposition of such assets is credited or charged to income. | |
Derivative Instruments | |
The Company’s derivative liabilities are related to embedded conversion features of the 10% Convertible Notes Payable. For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Black-Scholes model to value the derivative instruments at inception and subsequent valuation dates and the value is re-assessed at the end of each reporting period in accordance with Accounting Standards Codification (“ASC”) 815. | |
Beneficial Conversion Charge | |
The intrinsic value of the beneficial conversion feature arising from the issuance of convertible notes payable with conversion rights that are in the money at the commitment date is recorded as debt discount and amortized to interest expense of the term of the note. The intrinsic value of a beneficial conversion feature is determined after initially allocating an appropriate portion of the proceeds received from the sale of the note to any detachable instruments, such as warrants, included in the sale based on relative fair values. | |
Revenue Recognition | |
Revenue is recognized when evidence of an arrangement exists, pricing is fixed and determinable, collection is reasonably assured and delivery or performance of service has occurred. Management fees earned under a contract to operate and manage casino projects are recognized pursuant to terms of the agreement. For the years ended June 30, 2014 and 2013, the Company had no revenue. | |
Share-Based Compensation | |
The Company recognizes compensation expense for all share-based payment awards made to employees, directors and others based on the estimated fair values on the date of the grant. Common stock equivalents are valued using the Black-Scholes model using the market price of our common stock on the date of valuation, an expected dividend yield of zero, the remaining period or maturity date of the common stock equivalent and the expected volatility of our common stock. | |
The Company determines the fair value of the share-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measureable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either the date at which a commitment for performance to earn the equity instrument is reached or the date the performance is complete. | |
The Company recognizes compensation expense for stock awards with service conditions on a straight-line basis over the requisite service period, which is included in operations. | |
Basic and Diluted Net Income (Loss) per Common Share | |
Basic net income (loss) per share (EPS) is calculated by dividing net income (loss) available to common stockholders (numerator) by the weighted-average number of common shares outstanding during each period (denominator). Diluted loss per share gives effect to all dilutive common shares outstanding using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Although there were common stock equivalents outstanding as of June 30, 2014 and June 30, 2013, they were not included in the calculation of earnings per shares because their inclusion would have been considered anti-dilutive. | |
Leases | |
Rent expense is recognized on the straight-line basis over the term of the lease. | |
Recent Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” ASU 2013-11 provides guidance on the financial statement presentation of an unrecognized tax benefit and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The adoption of this pronouncement is not anticipated to have a material impact on the Company’s financial results or disclosures. | |
In August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtropi 205-40): Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) The guidance in ASU 2014-15 sets forth management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing interim and annual financial statements, management should evaluate whether conditions or events, in aggregate, raise substantial doubt about an entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, and, if applicable, whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The Company does not expect the adoption to have a material impact on the Company’s consolidated financial statements. | |
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Going_Concern
Going Concern | 12 Months Ended |
Jun. 30, 2014 | |
Going Concern | |
Going Concern | 3. GOING CONCERN |
The consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of $37,430,414 and negative working capital of $17,739,046 as of June 30, 2014 and further losses are anticipated. These factors raise doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations arising from normal business operations when they come due. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue. | |
The Company’s plan is to commence management fees from the Gulfport Project Management Agreement and other future sources of revenue. Until these occur in sufficient amounts, the Company plans to sell unregistered stock to accredited investors. |
RBMS_Management_Agreement
RBMS Management Agreement | 12 Months Ended |
Jun. 30, 2014 | |
Rbms Management Agreement | |
RBMS Management Agreement | 4. RBMS MANAGEMENT AGREEMENT |
On October 27, 2010, RBMS and the Company, as manager, entered into a management agreement, effective as of April 1, 2010 for a period of 99 years. The Company, as manager, would manage all of the operations of the gaming facility. The management fee was payable; (1) $200,000, per month, (2) then upon commencement of the gaming operations, $250,000, per month, and (3) then achieving certain earnings, as defined, $300,000, per month. The manager is entitled to appoint two directors of the five directors on the RBMS Board of Directors. | |
In December 2013, the Company agreed to amend its management agreement with RBMS to facilitate the equity financing for the Gulfport Project and is in the process of negotiating the final terms of this agreement. | |
As of June 30, 2014, and June 30, 2013, in accordance with ASC 810, “Consolidation”, Management evaluated and determined that the variable interest holders of RBMS lacked the direct and indirect ability to make decisions about the entity’s activities and determined that that the Company is the primary beneficiary of RBMS. As a result, the consolidated financial statements of RBMS have been included in the accompanying consolidated financial statements of the Company. |
Gulfport_Casino_Hotel_Project_
Gulfport Casino Hotel Project (Hemingway Resort and Casino) | 12 Months Ended | ||
Jun. 30, 2014 | |||
Property, Plant and Equipment [Abstract] | |||
Gulfport Casino Hotel Project (Hemingway Resort and Casino) | 5. GULFPORT CASINO HOTEL PROJECT (HEMINGWAY RESORT AND CASINO) | ||
Pursuant to the new regulatory requirements imposed by Mississippi Gaming Commission, the Company amended its project plans to a 250,000 square-foot land-based casino featuring gaming, restaurants, bars, and support space, as well as an adjacent 300-room four-star hotel. Subject to obtaining the necessary financing (Note 17), the Company expects the completion and grand opening of the Project in Fall 2016. When completed, the $170 million project will feature: | |||
● | Casino – approximately 53,000 square feet of gaming space, including 1,388 slot machines, 33 table games, including blackjack, craps, roulette, and pai-gow; | ||
● | Hotel – a 300-room four star hotel including 40 suites and 260 traditional rooms; | ||
● | Food and Beverage – 3 distinctive and diverse dining options, including a 120-seat steakhouse, a 240-seat buffet, and a casual dining café; | ||
● | Bars – 3 bars, including a Hemingway Bar featuring views of the marina and outdoor seating; and | ||
● | Parking – a parking garage and lot that can accommodate approximately 1,200 vehicles. | ||
On November 12, 2014, the Company entered into an exclusive engagement agreement with a financial advisor for the seeking, arranging, negotiating and general advising of the Company with respect to the placement, in one or a series of transactions, of debt and/or equity securities for the purpose of funding the development of the Hemingway Resort and Casino. Consideration for the services under this agreement include a contingent placement fee equal to 3% of the principal amount of any first lien debt and 6% of any subordinated debt or equity like portion. | |||
The financing of this $170 million project is contemplated to include: | |||
● | $115,000,000 of Senior Secured Notes | ||
● | $25,000,000 of Vendor Finance | ||
● | $25,000,000 of New Rotate Black, Inc. Equity | ||
● | $5,000,000 Equity invested to Date | ||
Rotate Black, Inc.’s equity investment is contemplated to come from the sale of $25.8 Million of Rotate Black, Inc. Senior Notes. (Note 17) |
Investment_in_RBMS
Investment in RBMS | 12 Months Ended | ||
Jun. 30, 2014 | |||
Equity Method Investments and Joint Ventures [Abstract] | |||
Investment in RBMS | 6. INVESTMENT IN RBMS | ||
Upon formation of RBMS and the commencement of the management agreement, the Company, RBL and an officer of the Company owned an aggregate 46.6% of the voting interests of RBMS and the remaining units were sold to outside investors. Through June 30, 2011, the Company accounted for its investment in RBMS on the equity method in accordance with ASC 810-10; as it did not meet all the requirements of a variable interest entity to consolidate; the outside equity investors were not protected from the losses of the entity nor were they guaranteed a return by the legal entity; the outside equity investors expected residual returns that were not capped by any arrangements or documents with other holders; and the percent of ownership will be diluted by future financing of RBMS. | |||
As of June 30, 2014, and June 30, 2013, Management evaluated and determined that the variable interest holders lacked the direct and indirect ability to make decisions about the entity’s activities and determined that that the Company is the primary beneficiary of RBMS. As a result, the financial statements of RBMS have been included in the accompanying consolidated financial statements of the Company. | |||
Ground Lease | |||
RBMS has entered into one of two necessary ground leases with regard to the site. It is currently a party to a ninety-nine (99) year ground lease (the “Private Lease”) for approximately five (5) acres of land in Gulfport located in the Bert Jones Yacht Basin. RBMS anticipates entering into a fifty-nine (59) year ground lease with the Gulfport Redevelopment Commission for approximately four and one-half (4.5) acres of adjacent and contiguous land (the “GRC Lease”). The GRC Lease will allow RBMS to control more than the minimum seven (7) acres of contiguous land required to have a gaming eligible site in Gulfport, Mississippi. | |||
● | Private Lease – The Private Lease provides that the Company will pay a percentage rent with a minimum rent guarantee. The percentage rent is equal to four percent (4%) of the gross gaming revenues (as defined in the Private Lease). The minimum rent guarantee is $110,000 per month with an annual consumer price index adjustment of the minimum rent on the annual anniversary of the Private Lease. | ||
● | GRC Lease – The current proposed terms for the GRC Lease call for the Company to pay an initial base rent of $50,000 to the GRC upon commencement of construction of the initial gaming operations. After commencement of the gaming operations, it is anticipated that the rent payable to the GRC will be a percentage rent with a minimum rent guarantee. The rent is anticipated to be equal to one percent (1%) of the gross gaming revenues, and the current proposed minimum rent guarantee will be $600,000 per annum. There can be no assurance that the GRC will grant a lease to RBMS or on these terms. |
The_Big_Easy_Gaming_Vessel
The Big Easy Gaming Vessel | 12 Months Ended |
Jun. 30, 2014 | |
Big Easy Gaming Vessel | |
The Big Easy Gaming Vessel | 7. THE BIG EASY GAMING VESSEL |
On June 10, 2010, the Company purchased The Big Easy, a gaming vessel for the Gulfport Project, for an aggregate purchase price of $4,264,500, payable: (a) by issuance of a secured note payable to the seller of $2,975,000 (the Secured Note), (b) issuance of an unsecured note payable to the seller of $600,000 (Unsecured Note), fees of $414,500 and cash of $275,000. The gaming vessel collateralized the Secured Notes and both notes are guaranteed by an officer of the Company. The Secured Note was payable on June 11, 2011 and bears interest at 14.5%, per annum, payable $35,000, per month, commencing June 11, 2010. The Unsecured Note bears interest at 14.5%, per annum, and is payable monthly, in an amount equal to 2% of the monthly gross gaming revenue generated from operations, as defined, until June 2012 when all principal and interest are due. Since September 17, 2010, both notes have been deferred and the interest rate was increased to 20%, per annum. | |
As of June 30, 2011, the due dates of both notes were extended in support of the Company’s current project in Gulfport, MS and the Trustee of the Cruise Holdings bankruptcy estate, holding the mortgage and promissory note payable consented; (1) to require no payments through June 30, 2012; (2) that the collection fees and accrued interest be paid on or before October 1, 2012; (3) extend the due date of the balance of the obligation for the principal and accrued interest to July 1, 2013. The Company has not repaid the principal and accrued interest by the dates stipulated in the extension and is currently in default. As a result, the balances as of the mortgage payable, note payable and accrued interest have been reflected as current liabilities in the Company’s balance sheet as of June 30, 2014 and June 30, 2013. | |
On December 20, 2012, the Company and an officer of the Company, as Guarantor, entered into a Settlement Agreement (Agreement) with the Trustee for the estate of the gaming vessel which set forth terms related to the consideration to be paid by the Company to the Trustee in exchange for the release of all claims against the Company and the Guarantor, including all promissory notes, penalties, fees and interest. | |
The Agreement is subject to the order of approval by the US Bankruptcy Court, Southern District of Florida, West Palm Division with regard to the Guarantor and will become effective upon the first business day of RBMS’s closing on primary equity and debt financing for not less than $100,000,000 for the design, construction and opening of a casino resort in Gulfport, MS. Pursuant to the terms of the Agreement, upon closing, the Company shall deliver to the Trustee 250,000 shares of Series B Subordinated Participating Preferred Stock in Rotate Black. These Series B Preferred shares will be fully redeemed through payments to the Trustee totaling $5,000,000 and will be determined as a percentage of the Company’s gross cash receipts each year, as defined. The payments will be due on a monthly basis. The Series B shares will be subordinated to a maximum of $2,500,000 of Series A Preferred shares. The Series B are fully redeemable by the Company in part or in full based upon a schedule whereby the balance will be adjusted; (1) within the first three months of the closing to $2,000,000; (2) within the first 15 months of closing to $2,500,000; (3) within the first 27 months of closing to $3,000,000; (4) within the first 39 months of closing to $3,500,000; (5) within the first 51 months of closing to $4,000,000; and (5) after 51 but before 59 months of closing the Company is obligated to pay $5,000,000. If the Series B Preferred is not redeemed on an accelerated basis or in accordance with the terms of the Agreement, the Company shall pay the Trustee the sum of $5,000,000, plus 12% interest, per annum, over the five years, with default provisions as defined. |
Land_Purchase_Deposit
Land Purchase Deposit | 12 Months Ended |
Jun. 30, 2014 | |
Land Purchase Deposit | |
Land Purchase Deposit | 8. LAND PURCHASE DEPOSIT |
On May 26, 2009, the Company entered into an agreement to acquire real property in Sullivan County, New York. The purchase price for the property was 140,983 shares of common stock of the Company, $1,750,000 in cash on escrow and $1,750,000 in cash upon closing. On May 11, 2009, the Company issued 63,074 shares of common stock and Rotate Black, LLC transferred, on behalf of the Company, 77,909 shares of the Company’s common stock to the seller, both being held in escrow, as a deposit under the agreement. The shares were valued at $7,049,142, $50.00, per share. In October 2009, the Company issued 77,909 shares of common stock to Rotate Black, LLC as repayment of the advance. | |
On November 9, 2009, March 16, 2010 and May 21, 2010, the Company issued 7,000 (valued at $350,000, $50.00, per share), 20,861 (valued at $521,532, $25.00, per share) and 50,000 (valued at $550,000 $11.00, per share) shares of common stock in satisfaction of anti-dilution rights of the land purchase agreement. | |
The Company has evaluated the fair value of the land deposit and has determined that the acreage of land has a fair value in excess of the book value of the deposit recorded, however, the value of the 218,844 shares of the common stock of the Company provided as a deposit on the land is in excess of its fair value and, therefore, has recorded a loss on impairment of the land purchase deposit of $8,032,986 as of June 30, 2012. | |
As of June 30, 2014, the Company has evaluated the fair value of the land deposit and has determined that the book value of the deposit recorded is in excess fair value and has recorded an impairment loss of $328,266. |
Loans_Payable_Stockholders
Loans Payable - Stockholders | 12 Months Ended |
Jun. 30, 2014 | |
Debt Disclosure [Abstract] | |
Loans Payable - Stockholders | 11. LOANS PAYABLE – STOCKHOLDERS |
Loans payable – stockholders consists of advances made by the certain stockholders of the Company and an officer of the Company through a limited liability entity owned by him, and are payable on demand. |
Employment_Agreement
Employment Agreement | 12 Months Ended |
Jun. 30, 2014 | |
Compensation Related Costs [Abstract] | |
Employment Agreement | 12. EMPLOYMENT AGREEMENT |
Commencing July 3, 2013, the Company entered into an agreement with its Chief Financial Officer for a term of twelve months and extended on a month-to-month basis, subject to earlier termination or renewable upon mutually agreed terms. Compensation for the officer will be accrued at $5,000, per month, and will not be paid until the earlier that the Company has successfully raised a minimum of $500,000 in working capital for its own operations or the Company has sufficient excess cash reserves to enable payment. Upon signing the agreement, the officer was issued 100,000 shares of common stock as a signing bonus and is entitled to receive 1,000 additional shares of the Company’s common stock for each month of service provided, issued quarterly. |
Convertible_and_Promissory_Not
Convertible and Promissory Notes | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Convertible and Promissory Notes | 13. CONVERTIBLE AND PROMISSORY NOTES | ||||||||
Beginning on May 1, 2012 and continuing through June 30, 2014, the Company issued an aggregate of $999,890 in two-year, 10% convertible promissory notes. The notes are convertible into the Company’s common stock as defined at $0.90 a share. There is a total of $779,890 in convertible notes outstanding as of June 30, 2014. | |||||||||
In December 2014 the Company changed the exchange price on the convertible promissory notes and warrant to $0.90 (in effect with the reverse stock split). | |||||||||
The convertible note holders were also issued a five year common stock purchase warrant for the purchase of up to 517,337 shares of the Company’s common stock, at a price per share of $0.90, that permits a cashless exercise in the event that the underlying shares of common stock to be issued upon exercise are not registered pursuant to an effective registration statement at the time of the exercise. | |||||||||
Convertible Promissory Note Payable Beneficial Conversion Feature | |||||||||
As part of the issuance of the convertible promissory notes payable, the Company recorded a liability for the embedded beneficial conversion feature on the convertible debentures. Since the conversion feature of the note payable may be reset based upon subsequent financing, the derivative was reflected as a liability. The Company records changes in fair value at each reporting period in its consolidated statements of operations as a gain or loss associated with the change in fair market value. For the years ended June 30, 2014 and 2013, the Company recorded a gain on change of fair market value of $1,865,078 and $31,159, respectively. | |||||||||
The Company calculates the value of the conversion features using upon the Black Scholes model, and has reflected this as a discount against the convertible promissory note, amortizable as interest expense over two years. | |||||||||
Warrants | |||||||||
As part of the issuance of the convertible debentures, the Company recorded a liability for the issuance of detachable warrants. Although such warrants are typically considered equity instruments, the warrant agreement allows for resets of the conversion price based upon subsequent financings, therefore the warrant issuance was deemed a liability for financial reporting purposes under the accounting guidance. | |||||||||
The warrants were valued using a Black-Scholes Model with the stock price on day of grant, the risk free interest rate and the expected volatility. This value has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years. | |||||||||
As of June 30, 2014 and June 30, 2013, the 10% Convertible Notes Payable were as follows: | |||||||||
30-Jun-14 | 30-Jun-13 | ||||||||
10% Convertible Promissory Note Payable | $ | 779,890 | $ | 328,015 | |||||
Less: | |||||||||
Beneficial Conversion Feature Discount | $ | (50,630 | ) | $ | (69,642 | ) | |||
Warrant Discount | $ | (461,721 | ) | $ | (91,809 | ) | |||
10% Convertible Promissory Note Payable - Net | $ | 267,539 | $ | 166,564 | |||||
For the years ended June 30, 2014 and 2013 respectively, the Company recorded $1,396,435 and $162,746 for amortization of the beneficial conversion feature and discount. | |||||||||
On September 6, 2012, the Company received $65,000 in loan proceeds. A promissory note was issued in the amount of $121,000, which includes interest payments of $56,000. In addition, 18,500 shares of common stock were issued as additional interest. Pursuant to the terms of the note, if the promissory note is not repaid by May 20, 2013 the Company is to use its best efforts to liquidate shares of its common stock to repay the loan. As of the date of the accompanying consolidated financial statements, no payments have been made on the promissory note. |
Common_and_Preferred_Stock
Common and Preferred Stock | 12 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Equity [Abstract] | ||||||||||||
Common and Preferred Stock | 14. COMMON AND PREFERRED STOCK | |||||||||||
In 2014 the Company issued: | ||||||||||||
The Company issued 20,000 shares of common stock for legal services valued at $1.00 per share. | ||||||||||||
The Company issued an aggregate of 222,000 shares of common stock as officer compensation valued at $144,000. | ||||||||||||
The Company issued an aggregate of 294,939 shares of common stock for were issued for the conversion of 10% Convertible Promissory Notes and accrued interest valued at $294,921. | ||||||||||||
The Company issued an aggregate of 68,333 shares of common stock in consideration of notes payable valued at $136,667. | ||||||||||||
The Company issued 32,500 shares of common stock as additional consideration to note holders. | ||||||||||||
The Company issued an aggregate of 94,533 shares of common stock for consulting services valued at an aggregate of $179,067. | ||||||||||||
The Company issued 10,000 shares of common stock for interest valued at $20,000. | ||||||||||||
The Company issued 4,485 shares of common stock for the exercise of cashless warrants. | ||||||||||||
In 2013 the Company issued: | ||||||||||||
The Company issued an aggregate of 270,000 shares of common stock for legal services valued at $300,000. | ||||||||||||
The Company issued an aggregate of 280,000 shares of common stock as officer compensation valued at $560,000. | ||||||||||||
The Company issued an aggregate of 403,039 shares of common stock for the conversion of Series A Preferred Stock valued at $264,008 | ||||||||||||
The Company issued 8,000 shares of common stock to a board member for services rendered valued at $16,000. | ||||||||||||
The Company issued 10,000 shares of common stock in payment of accounts payable valued at $15,000. | ||||||||||||
The Company issued 18,500 shares of common stock in consideration of notes payable valued at $37,000. | ||||||||||||
The Company issued 2,000 shares of common stock for consulting services valued at $4,000. | ||||||||||||
The Company issued an aggregate of 15,465 shares of common stock for financing costs. | ||||||||||||
The Company sold an aggregate of 30,000 shares of common stock valued at $30,000. | ||||||||||||
RBMS Equity | ||||||||||||
RBMS equity consists of 68,488 Series B Common Units and 16,075 warrants to purchase B Common Units. $1,925,000 in Units were sold for cash from 2010 through 2012 and $550,000 in Units were issued for services rendered to the Company. Pursuant to these transactions Series A Preferred Unit holders converted into Common B Units. | ||||||||||||
Stock Option Plan | ||||||||||||
On July 6, 2011, the Company’s stockholders approved the Rotate Black, Inc. Stock Option Plan (Plan) under which the Chief Executive Officer of the Company may grant incentive stock options to certain employees to purchase up to 25,000,000 shares of common stock of the Company. The option price shall be no less than the fair market value of the stock, as defined. The Plan shall terminate after ten years. As of June 30, 2014 and June 30, 2013 no options were granted under the Plan. | ||||||||||||
Preferred Stock | ||||||||||||
At June 30, 2014 and 2013 the Company has 5,000,000 shares of Preferred Stock authorized which has no designation. | ||||||||||||
On June 10, 2011, the Board of Directors designated 500 shares of Class A 12% Preferred stock (Series A), stated value of $1,000, per share. Each share is convertible at any time from and after the issue date into shares of common stock determined by dividing the stated value of the shares of Series A by the conversion price of $.10, as defined. Holders of the Series A are entitled to receive cumulative dividends at 12%, per annum, payable quarterly, subject to periodic increases, as defined, and a late fee of 18%, per annum. The Series A have certain anti-dilution rights, as defined. In addition, upon the occurrence of any triggering event, as defined, the holder of the Series A shall have the right to: (A) require the Company to redeem all of the Series A held by the holder for a redemption price, in cash, equal to the an amount as defined, or (B) redeem all of the Series A held by the holder for a redemption price, in shares of common stock of the Company, equal to a number of shares equal to the redemption amount, as defined. Upon liquidation of the Company, the Series A holders are entitled to receive an amount equal to the stated value, plus accrued and unpaid dividends. The Series A have no voting rights. | ||||||||||||
On June 10, 2011, the Company entered into a Securities Purchase Agreement to sell up to an aggregate of 500 shares of Preferred Stock with an aggregate value of $500,000. | ||||||||||||
As of June 30, 2011 the Company sold 190 Series A shares with 95,000 warrants to purchase common stock for an aggregate of $190,000. Each warrant is exercisable at $4.00, per share, for five years. As of June 30, 2013, none of the warrants have been exercised. | ||||||||||||
The fair value of the 95,000 detachable warrants sold with the Series A for an aggregate of $190,000, was valued at $91,500 and recorded as additional paid-in capital using a Black Scholes Option Pricing Model using the stock price on day of grant, $1.90, per share, the risk free interest rate of 1.48% and the expected volatility of 81.13%. | ||||||||||||
Since the Series A embodies an obligation to repurchase the issuer’s equity shares in response to a triggering event, as defined, the Company classified the Series A Preferred Stock as a liability in accordance with guidance under ASC 480-10-65. | ||||||||||||
As of June 30, 2013, all of the 190 shares of Series A Preferred Stock, including accrued interest, dividends and fees, have been converted to an aggregate of 403,039 shares of the Company’s common stock. | ||||||||||||
During the years ended June 30, 2014 and 2013 there were no issuances of Preferred Stock. | ||||||||||||
Warrants | ||||||||||||
As of June 30, 2014, the Company has the following warrants outstanding. | ||||||||||||
Warrants Issued | Exercise Price | Term | ||||||||||
Series A warrants | 95,000 | $ | 0.9 | 5 years | ||||||||
10% Convertible Promissory Notes Payable | 517,337 | $ | 0.9 | 5 years | ||||||||
Officers and Affiliates | 128,000 | $ | 0.9 | 5 years | ||||||||
Investment Banker Fees | 17,730 | $ | 0.9 | 5 years | ||||||||
Total | 758,067 |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. COMMITMENTS AND CONTINGENCIES |
The Company has guaranteed certain notes payable of RBL in the amount to $250,000. (Note 8) | |
On March 15, 2011, April 16, 2012 and January 14, 2013 the Company entered into non-exclusive agreements with an investment banker, financial advisor and consultant. The agreements each become exclusive for 14 days following execution and then non-exclusive for a term of six months. The Company agreed to pay to the investment banker a cash placement fee of 8% of the total purchase price of the Company’s securities sold, adjusted by the exercise of any investor warrants, in connection with a placement resulting from the investment banker’s introduction. In addition, the banker shall receive warrants to purchase common stock of the Company equal to 8% of the funds raised, as defined. If the investment banker introduces the Company during the term to a transaction which becomes a merger, acquisition, joint venture or similar transaction, the Company shall pay the banker a fee in combination of stock and cash that reflects the exact percentage of stock and or cash used for the transaction, as defined. | |
On February 19, 2013 the Company agreed to engage a non-exclusive placement agent in connection with the possible private placement of equity, equity-linked or debt securities in connection with the financing of the Gulfport casino hotel project (“Agreement”). On November 6, 2014, the Company terminated this agreement and agreed to a success-based fee of up to $250,000 contingent upon the close of the Gulfport transaction. | |
On November 12, 2014, the Company agreed to engage an exclusive financial advisor and placement agent in connection with the possible private placement of equity, equity-linked or debt securities in connection with the financing of the Gulfport casino hotel project (“Agreement”). The Agreement is for an initial term of twelve months and the scope of the engagement agreement calls for a nonrefundable transaction fee, as defined, equal to the sum of (i) 3.00% of the aggregate principal amount of all unsecured, non-senior, second lien or subordinated debt securities, senior notes, capital leases, operating eases and/or bank debt raised or committed from a financing partner introduced to the Company by the agent and (ii) 6.00% of the aggregate amount of all equity and equity-linked securities, as defined, placed or committed from a financing partner introduced to the Company by the agent. The transaction fee shall be subject to an aggregate minimum fee of $1,500,000 provided that the project is financed or the Company enters into an agreement whereby there is change of control. | |
Litigation | |
On February 23, 2010, a Complaint was filed in the Third Judicial District Court of the State of Nevada in and For the County of Lyon against the Company, RBL, and others in the amount of $5,000,000 pursuant to the termination of a development agreement for the Dayton Project. On July 16, 2010, the Company and Defendants filed an answer and counterclaim. A default Judgment was filed in the Third Judicial District Court of the State of Nevada In and For the County of Lyon on August 8, 2011 against the Company, Rotate Black, LLC, two officers of the Company. On June 6, 2012, the Company filed a Motion for Leave to Seek District Court’s Correction of Clerical Error Appearing on the Face of the Judgment, Subject Matter of Current Appeal in the Supreme Court of the State of Nevada. On June 7, 2012 the Company was notified that the Nevada Supreme Court would hear its appeals to the default judgment. On September 14, 2014 the Supreme Court upheld the default, but overturned the default judgment and remanded the case back down to the District Court. The Company will continue to vigorously defend this action but can provide no assurance as to the likelihood of the outcome of the matter. | |
On January 18, 2012, an investment banker filed a civil lawsuit against the Company in the Circuit Court of Harrison County, Mississippi, First Judicial District, alleging breach of a fee letter agreement in the amount of $150,000, plus attorney’s fees and costs. The Plaintiff filed a motion for summary judgment on November 21, 2013, which was heard on January 9, 2014, whereupon the motion was granted with regard to the Company’s liability for $25,000. The Court has not entered an order confirming it’s ruling and has not reached a determination as to the Company’s liability on the remaining $125,000. The Company will vigorously defend this action but can provide no assurance as to the likelihood of the outcome of the matter. As of June 30, 2013, the Company has accrued a liability of $150,000 against the claim. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | 16. INCOME TAXES | ||||||||
The Company and its subsidiaries file separate tax returns. As of June 30, 2014, management has evaluated and concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. | |||||||||
As of June 30, 2014, the Company had net operating loss carry forwards of approximately $16,640,000 to reduce future Federal and state taxable income through 2034. | |||||||||
2014 | 2013 | ||||||||
Impairment of intangible asset | $ | 125,000 | $ | - | |||||
Write-off of investment in joint venture, intangible assets and deferred expenses | - | 180,000 | |||||||
Net operating loss | 785,000 | 710,000 | |||||||
910,000 | 890,000 | ||||||||
Allowance | (910,000 | ) | (890,000 | ) | |||||
$ | None | $ | None | ||||||
As of June 30, 2014, realization of the Company’s deferred tax asset of $12,953,825 was not considered more likely than not and, accordingly, a valuation allowance of $12,953,825 has been provided. There was an increase of $910,000 in the valuation allowance. | |||||||||
For the years ended June 30, 2014 and 2013, deferred income tax expense consisted of the following: | |||||||||
2014 | 2013 | ||||||||
Impairment of intangible asset | $ | 5,974,525 | $ | 5,749,525 | |||||
Write-off of investment in joint venture, intangible assets and deferred expenses | 565,000 | 565,000 | |||||||
Other | 29,300 | 29,300 | |||||||
Net operating loss | 6,485,000 | 5,700,000 | |||||||
12,953,825 | 12,043,825 | ||||||||
Valuation allowance | (12,953,825 | ) | (12,043,825 | ) | |||||
$ | None | $ | None |
Subsequent_Events
Subsequent Events | 12 Months Ended | ||
Jun. 30, 2014 | |||
Subsequent Events [Abstract] | |||
Subsequent Events | 17. SUBSEQUENT EVENTS | ||
Common Stock | |||
In August and November 2014, the Company issued 132,814 shares of common stock at $0.90, per share for the conversion of $119,712 of 10% Convertible Promissory Notes. | |||
From July 2014 to February 2015 the Company issued an aggregate of 8,000 shares of common stock as compensation to an employee valued at $0.90. | |||
In November and December 2014, the Company issued an aggregate 59,000 shares of common stock at $0.90, per share for consulting services. | |||
Convertible Notes and Warrants | |||
On July 1, 2014 and August 28, 2014, the Company sold a combined $65,000 of the nine month 8% convertible promissory notes. As of the date of the consolidated financial statements, the Company repaid both notes in full. | |||
Beginning on October 7, 2014 and continuing through March 1, 2015, the Company issued an aggregate of $378,800 in two-year, 10% convertible promissory notes. The notes are convertible into the Company’s common stock at $0.90 a share. Warrants to purchase an aggregate of 354,667 shares of the Company’s common stock were issued in conjunction with these financings. | |||
Financing | |||
On November 12, 2014, the Company entered into an exclusive engagement agreement with a financial advisor for the seeking, arranging, negotiating and general advising of the Company with respect to the placement, in one or a series of transactions, of debt and/or equity securities for the purpose of funding the development of the Hemingway Resort and Casino. Consideration for the services under this agreement include a contingent placement fee equal to 3% of the principal amount of any first lien debt and 6% of any subordinated debt or equity like portion. | |||
The total financing of this project is contemplated to be $170 million and is anticipated to structured in the following way: | |||
● | $115,000,000 of Senior Secured Notes | ||
● | $25,000,000 of Vendor Finance | ||
● | $25,000,000 of New Rotate Black, Inc. Equity | ||
● | $5,000,000 of Equity invested to Date | ||
Rotate Black, Inc.’s equity investment is contemplated to come from the direct sale of $25.8 Million of Rotate Black, Inc. Senior Notes. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | |
Consolidated Financial Statements | Consolidated Financial Statements |
The accompanying consolidated financial statements include all of the accounts of the Company, its subsidiary RB OK, LLC and its affiliate, RBMS (Note 6). | |
On February 28, 2015, our board of directors approved, and submitted a proposal to our stockholders for approval of a 1 for 10 reverse split of our common stock (the “Reverse Stock Split”) The Reverse Stock Split was intended to increase the market price of our common stock to make our common stock more attractive to a broader range of institutional and other investors. We filed a Certificate of Change with the Secretary of State of the State of Nevada to effect the Reverse Stock Split on March 12, 2015. Upon the effectiveness of the Reverse Stock Split, every ten shares of issued and outstanding common stock of the Company were automatically combined into one share of common stock with any fractional shares rounded up to the next whole share and the par value of the common stock increased rom $0.001 to $0.01, per share. The Reverse Stock Split reduced the number of outstanding shares of the Company’s common stock from approximately 55.0 million shares to approximately 5.5 million shares. The authorized shares of the Company’s common stock remain at 75,000,000. | |
Unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying consolidated financial statements have, where applicable, been adjusted retroactively to reflect the Reverse Stock Split. | |
Investments in 50% or less owned entities without controlling influence by the Company are accounted for using the equity method. Under the equity method, the Company recognizes its ownership share of the income and losses of the equity entity. Through June 30, 2011, the Company accounted for its investment in RBMS on the equity method (Note 6). | |
All significant intercompany accounts and transactions have been eliminated. | |
Reclassifications | Reclassifications |
Certain amounts for the prior year have been revised or reclassified to conform to 2014 financial statement presentation. | |
Estimates | Estimates |
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. | |
Financial Instruments | Financial Instruments |
The Company considers the carrying amounts of financial instruments, including cash, accounts payable and accrued expenses to approximate their fair values because of their relatively short maturities. | |
Property and Equipment | Property and Equipment |
Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. | |
Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. The cost and accumulated depreciation of assets retired or otherwise disposed of are relieved from the appropriate accounts and any profit or loss on the sale or disposition of such assets is credited or charged to income. | |
Derivative Instruments | Derivative Instruments |
The Company’s derivative liabilities are related to embedded conversion features of the 10% Convertible Notes Payable. For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Black-Scholes model to value the derivative instruments at inception and subsequent valuation dates and the value is re-assessed at the end of each reporting period in accordance with Accounting Standards Codification (“ASC”) 815. | |
Beneficial Conversion Charge | Beneficial Conversion Charge |
The intrinsic value of the beneficial conversion feature arising from the issuance of convertible notes payable with conversion rights that are in the money at the commitment date is recorded as debt discount and amortized to interest expense of the term of the note. The intrinsic value of a beneficial conversion feature is determined after initially allocating an appropriate portion of the proceeds received from the sale of the note to any detachable instruments, such as warrants, included in the sale based on relative fair values. | |
Revenue Recognition | Revenue Recognition |
Revenue is recognized when evidence of an arrangement exists, pricing is fixed and determinable, collection is reasonably assured and delivery or performance of service has occurred. Management fees earned under a contract to operate and manage casino projects are recognized pursuant to terms of the agreement. For the years ended June 30, 2014 and 2013, the Company had no revenue. | |
Share-Based Compensation | Share-Based Compensation |
The Company recognizes compensation expense for all share-based payment awards made to employees, directors and others based on the estimated fair values on the date of the grant. Common stock equivalents are valued using the Black-Scholes model using the market price of our common stock on the date of valuation, an expected dividend yield of zero, the remaining period or maturity date of the common stock equivalent and the expected volatility of our common stock. | |
The Company determines the fair value of the share-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measureable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either the date at which a commitment for performance to earn the equity instrument is reached or the date the performance is complete. | |
The Company recognizes compensation expense for stock awards with service conditions on a straight-line basis over the requisite service period, which is included in operations. | |
Basic and Diluted Net Income (Loss) per Common Share | Basic and Diluted Net Income (Loss) per Common Share |
Basic net income (loss) per share (EPS) is calculated by dividing net income (loss) available to common stockholders (numerator) by the weighted-average number of common shares outstanding during each period (denominator). Diluted loss per share gives effect to all dilutive common shares outstanding using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Although there were common stock equivalents outstanding as of June 30, 2014 and June 30, 2013, they were not included in the calculation of earnings per shares because their inclusion would have been considered anti-dilutive. | |
Leases | Leases |
Rent expense is recognized on the straight-line basis over the term of the lease. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” ASU 2013-11 provides guidance on the financial statement presentation of an unrecognized tax benefit and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The adoption of this pronouncement is not anticipated to have a material impact on the Company’s financial results or disclosures. | |
In August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtropi 205-40): Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) The guidance in ASU 2014-15 sets forth management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing interim and annual financial statements, management should evaluate whether conditions or events, in aggregate, raise substantial doubt about an entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, and, if applicable, whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The Company does not expect the adoption to have a material impact on the Company’s consolidated financial statements. | |
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Convertible_and_Promissory_Not1
Convertible and Promissory Notes (Tables) | 12 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Schedule of Convertible Notes Payable | As of June 30, 2014, the Company has the following warrants outstanding. | |||||||||||
Warrants Issued | Exercise Price | Term | ||||||||||
Series A warrants | 95,000 | $ | 0.9 | 5 years | ||||||||
10% Convertible Promissory Notes Payable | 517,337 | $ | 0.9 | 5 years | ||||||||
Officers and Affiliates | 128,000 | $ | 0.9 | 5 years | ||||||||
Investment Banker Fees | 17,730 | $ | 0.9 | 5 years | ||||||||
Total | 758,067 |
Common_and_Preferred_Stock_Tab
Common and Preferred Stock (Tables) | 12 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Equity [Abstract] | ||||||||||||
Schedule of Warrants Outstanding | As of June 30, 2014, the Company has the following warrants outstanding. | |||||||||||
Warrants Issued | Exercise Price | Term | ||||||||||
Series A warrants | 95,000 | $ | 0.9 | 5 years | ||||||||
10% Convertible Promissory Notes Payable | 517,337 | $ | 0.9 | 5 years | ||||||||
Officers and Affiliates | 128,000 | $ | 0.9 | 5 years | ||||||||
Investment Banker Fees | 17,730 | $ | 0.9 | 5 years | ||||||||
Total | 758,067 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Net Operating Loss Carryforwards | 2014 | 2013 | |||||||
Impairment of intangible asset | $ | 125,000 | $ | - | |||||
Write-off of investment in joint venture, intangible assets and deferred expenses | - | 180,000 | |||||||
Other | |||||||||
Net operating loss | 785,000 | 710,000 | |||||||
910,000 | 890,000 | ||||||||
Allowance | (910,000 | ) | (890,000 | ) | |||||
$ | None | $ | None | ||||||
Schedule of Deferred Tax Expense | For the years ended June 30, 2014 and 2013, deferred income tax expense consisted of the following: | ||||||||
2014 | 2013 | ||||||||
Impairment of intangible asset | $ | 5,974,525 | $ | 5,749,525 | |||||
Write-off of investment in joint venture, intangible assets and deferred expenses | 565,000 | 565,000 | |||||||
Other | 29,300 | 29,300 | |||||||
Net operating loss | 6,485,000 | 5,700,000 | |||||||
12,953,825 | 12,043,825 | ||||||||
Valuation allowance | (12,953,825 | ) | (12,043,825 | ) | |||||
$ | None | $ | None |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Stockholders reverse stock split | 1 for 10 reverse split of common stock | |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares outstanding | 5,316,684 | 4,569,894 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Percentage of ownership investments | 50.00% | |
Dividend percentage on convertible notes payable | 10.00% | |
Revenue | ||
Expected dividend yield | 0.00% | |
Minimum [Member] | ||
Common stock, par value | $0.00 | |
Common stock, shares outstanding | 5,500,000 | |
Maximum [Member] | ||
Common stock, par value | $0.01 | |
Common stock, shares outstanding | 55,000,000 |
Going_Concen_Details_Narrative
Going Concen (Details Narrative) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Going Concern | ||
Accumulated deficit | $33,930,034 | $31,514,166 |
Working capital | $17,739,046 |
RBMS_Management_Agreement_Deta
RBMS Management Agreement (Details Narrative) (USD $) | 0 Months Ended | |
Apr. 01, 2010 | Oct. 27, 2010 | |
Rbms Management Agreement | ||
Management agreement period | 99 years | |
Management fee payable per month | $200,000 | |
Management fee payable after commencement of the gaming operations | 250,000 | |
Management fee payable on achieving certain earnings | $300,000 |
Gulfport_Casino_Hotel_Project_1
Gulfport Casino Hotel Project (Hemingway Resort and Casino) (Details Narrative) (USD $) | 12 Months Ended |
Jun. 30, 2014 | |
sqft | |
Number | |
Area of land | 250,000 |
Value of casino hotel project | $170,000,000 |
Number of rooms in hotel | 300 |
Percentage of principal amount on first lien debt | 3.00% |
Percentage on subordinated debt | 6.00% |
Proceeds from sale of senior notes | 25,800,000 |
Senior Secured Notes [Member] | |
Value of casino hotel project | 115,000,000 |
Vendor Finance [Member] | |
Value of casino hotel project | 25,000,000 |
New Rotate Black Inc Equity [Member] | |
Value of casino hotel project | 25,000,000 |
Equity Invested To Date [Member] | |
Value of casino hotel project | $5,000,000 |
Vehicles [Member] | |
Number of vehicles | 1,200 |
Food And Beverage [Member] | |
Number of dining options | 3 |
Number of steakhouse seats | 120 |
Number of seat buffet | 240 |
Bars [Member] | |
Number of bars | 3 |
Casino [Member] | |
Area of land | 53,000 |
Number of slot machines | 1,388 |
Number of table games | 33 |
Suites [Member] | |
Number of rooms in hotel | 40 |
Traditional Rooms [Member] | |
Number of rooms in hotel | 260 |
Investment_in_RBMS_Details_Nar
Investment in RBMS (Details Narrative) (USD $) | 12 Months Ended |
Jun. 30, 2014 | |
Percentage of owned aggregate of voting interest | 50.00% |
Private Lease [Member] | |
Percentage of rent from gross gaming revenues | 4.00% |
Minimum rent guarantee | $110,000 |
Gulfport Redevelopment Commission Lease [Member] | |
Percentage of rent from gross gaming revenues | 1.00% |
Minimum rent guarantee | 600,000 |
Payment of initial base rent | $50,000 |
Rotate Black MS, LLC [Member] | Private Lease [Member] | |
Ground lease term | 99 years |
Area of land to ground lease | 5 |
Rotate Black MS, LLC [Member] | Gulfport Redevelopment Commission Lease [Member] | |
Ground lease term | 59 years |
Area of land to ground lease | 4.5 |
Rotate Black MS, LLC [Member] | Gulfport Redevelopment Commission Lease [Member] | Minimum [Member] | |
Area of land to ground lease | 7 |
Rotate Black MS, LLC [Member] | RBL and Officer [Member] | |
Percentage of owned aggregate of voting interest | 46.60% |
The_Big_Easy_Gaming_Vessel_Det
The Big Easy Gaming Vessel (Details Narrative) (USD $) | 26 Months Ended | 0 Months Ended | |||||
Jun. 30, 2014 | Dec. 20, 2012 | Jun. 30, 2011 | Sep. 17, 2010 | Jun. 10, 2010 | Jun. 30, 2013 | Jun. 30, 2012 | |
Cash | $46 | $8,671 | |||||
Debt interest rate per annum | 10.00% | 10.00% | |||||
Debt term | 2 years | ||||||
Rotate Black MS, LLC [Member] | Maximum [Member] | Series B Subordinated Participating Preferred Stock [Member] | |||||||
Preferred stock redeemed amount | 2,500,000 | ||||||
Rotate Black MS, LLC [Member] | Settlement Agreement [Member] | Series B Subordinated Participating Preferred Stock [Member] | Within First Three Months of Closing [Member] | |||||||
Preferred stock redeemed amount | 2,000,000 | ||||||
Rotate Black MS, LLC [Member] | Settlement Agreement [Member] | Series B Subordinated Participating Preferred Stock [Member] | Within First Fifteen Months of Closing [Member] | |||||||
Preferred stock redeemed amount | 2,500,000 | ||||||
Rotate Black MS, LLC [Member] | Settlement Agreement [Member] | Series B Subordinated Participating Preferred Stock [Member] | Within First Twenty Seven Months of Closing [Member] | |||||||
Preferred stock redeemed amount | 3,000,000 | ||||||
Rotate Black MS, LLC [Member] | Settlement Agreement [Member] | Series B Subordinated Participating Preferred Stock [Member] | Within First Thirty Nine Months of Closing [Member] | |||||||
Preferred stock redeemed amount | 3,500,000 | ||||||
Rotate Black MS, LLC [Member] | Settlement Agreement [Member] | Series B Subordinated Participating Preferred Stock [Member] | Within First Fifty One Months of Closing [Member] | |||||||
Preferred stock redeemed amount | 4,000,000 | ||||||
Rotate Black MS, LLC [Member] | Settlement Agreement [Member] | Series B Subordinated Participating Preferred Stock [Member] | After Fifty One But Before Fifty Nine Months Of Closing [Member] | |||||||
Preferred stock redeemed amount | 5,000,000 | ||||||
Rotate Black MS, LLC [Member] | Settlement Agreement [Member] | Maximum [Member] | |||||||
Debt financing | 100,000,000 | ||||||
Trustee [Member] | Rotate Black MS, LLC [Member] | Settlement Agreement [Member] | |||||||
Debt interest rate per annum | 12.00% | ||||||
Preferred stock redeemed amount | 5,000,000 | ||||||
Debt term | 5 years | ||||||
Trustee [Member] | Rotate Black MS, LLC [Member] | Settlement Agreement [Member] | Series B Subordinated Participating Preferred Stock [Member] | |||||||
Issuance of preferred stock, shares | 250,000 | ||||||
Preferred stock redeemed amount | 5,000,000 | ||||||
Gulfport, MS and the Trustee of the Cruise Holdings bankruptcy estate [Member] | Secured Notes and Unsecured Note [Member] | |||||||
Fees paid | 0 | ||||||
Debt due date | 1-Oct-12 | ||||||
Debt extended due date | 1-Jul-13 | ||||||
THE BIG EASY GAMING VESSEL [Member] | Officer [Member] | Secured Notes and Unsecured Note [Member] | |||||||
Deferred and interest rate increased | 20.00% | ||||||
THE BIG EASY GAMING VESSEL [Member] | Secured Note [Member] | Officer [Member] | |||||||
Notes payable | 35,000 | ||||||
Debt due date | 11-Jun-11 | ||||||
Debt interest rate per annum | 14.50% | ||||||
Debt commencing date | 11-Jun-10 | ||||||
THE BIG EASY GAMING VESSEL [Member] | Unsecured Note [Member] | Officer [Member] | |||||||
Debt interest rate per annum | 14.50% | ||||||
THE BIG EASY GAMING VESSEL [Member] | Gulfport Project [Member] | |||||||
Notes payable | 4,264,500 | ||||||
Fees paid | 414,500 | ||||||
Cash | 275,000 | ||||||
THE BIG EASY GAMING VESSEL [Member] | Gulfport Project [Member] | Secured Note [Member] | |||||||
Notes payable | 2,975,000 | ||||||
THE BIG EASY GAMING VESSEL [Member] | Gulfport Project [Member] | Unsecured Note [Member] | |||||||
Notes payable | $600,000 |
Land_Purchase_Deposit_Details_
Land Purchase Deposit (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | |||||
11-May-09 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Oct. 31, 2009 | 21-May-10 | Mar. 16, 2010 | Nov. 09, 2009 | 26-May-09 | |
Cash | $46 | $8,671 | |||||||
Issuance of common stock, shares | 63,074 | ||||||||
Common stock price per shares | $1 | ||||||||
Land deposit value | 218,844 | ||||||||
Loss on impairment land purchase deposit | -328,266 | 8,032,986 | |||||||
Rotate Black MS, LLC [Member] | |||||||||
Issuance of common stock to repayment of advance | 77,909 | ||||||||
Land Purchase Agreement [Member] | |||||||||
Issuance of common stock to purchase of property, shares | 50,000 | 20,861 | 7,000 | 140,983 | |||||
Cash on escrow | 1,750,000 | ||||||||
Cash | 1,750,000 | ||||||||
Common stock price per shares | $11 | $25 | $50 | ||||||
Issuance of common stock to purchase of property | 550,000 | 521,532 | 350,000 | ||||||
Land Purchase Agreement [Member] | Rotate Black MS, LLC [Member] | |||||||||
Issuance of common stock, shares | 77,909 | ||||||||
Issuance of common stock | 7,049,142 | ||||||||
Common stock price per shares | 50 |
Employment_Agreement_Details_N
Employment Agreement (Details Narrative) (USD $) | 12 Months Ended | 0 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | Jul. 03, 2012 | |
Working capital | $17,739,046 | ||
Issuance of common stock as a signing bonus, shares | 222,000 | 280,000 | |
Additional common stock shares issued for service provided | 20,000 | 270,000 | |
Employment Agreement [Member] | Chief Financial Officer [Member] | |||
Agreement termination term | 12 months | ||
Officer compensation accrued | 5,000 | ||
Working capital | $500,000 | ||
Issuance of common stock as a signing bonus, shares | 100,000 | ||
Additional common stock shares issued for service provided | 1,000 |
Convertible_and_Promissory_Not2
Convertible and Promissory Notes (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | 26 Months Ended | |
Sep. 06, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | |
Proceeds from issuance of promissory note | $121,000 | $999,890 | ||
Convertible promissory notes | 779,890 | 328,015 | 779,890 | |
Convertible promissory notes term | 2 years | |||
Convertible promissory notes interest rate | 10.00% | 10.00% | 10.00% | |
Exchanged price for convertible promissory notes and warrant | $0.90 | |||
Gain or change in fair value of conversion feature | 1,865,078 | 31,159 | ||
Convertible promissory note amortizable as interest expense over period | 2 years | |||
Debt amortization of beneficial conversion feature and discount | 1,396,435 | 162,746 | ||
Proceeds from loan | 65,000 | |||
Interest payments | 56,000 | |||
Issuance of common stock for additional interest | 18,500 | 10,000 | ||
February 17, 2015 [Member] | ||||
Payment of promissory note | $0 | |||
Warrant [Member] | ||||
Convertible promissory note amortizable as interest expense over period | 2 years | |||
Convertible Note Holders [Member] | ||||
Issuance of common stock period | 5 years | |||
Issuance of common stock to purchase of warrant | 517,337 | 517,337 | ||
Common stock price per share | $0.90 | $0.90 |
Convertible_and_Promissory_Not3
Convertible and Promissory Notes - Schedule of Convertible Notes Payable (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Debt Disclosure [Abstract] | ||
10% Convertible Promissory Note Payable | $779,890 | $328,015 |
Less: Beneficial Conversion Feature Discount | -50,630 | -69,642 |
Less: Warrant Discount | -461,721 | -91,809 |
10% Convertible Promissory Note Payable - Net | $267,539 | $166,564 |
Convertible_and_Promissory_Not4
Convertible and Promissory Notes - Schedule of Convertible Notes Payable (Details) (Parenthetical) | Jun. 30, 2014 | Jun. 30, 2013 |
Debt Disclosure [Abstract] | ||
Convertible promissory notes interest rate | 10.00% | 10.00% |
Common_and_Preferred_Stock_Det
Common and Preferred Stock (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||
Sep. 06, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 10, 2011 | Jul. 06, 2011 | Jun. 30, 2011 | |
Common stock issued in connection with legal services rendered, shares | 20,000 | 270,000 | ||||
Common stock issued in connection with legal services rendered | $300,000 | |||||
Common stock price per share | $1 | |||||
Common stock issued as officers compensation, shares | 222,000 | 280,000 | ||||
Common stock issued as officers compensation | 144,000 | 560,000 | ||||
Common stock issued for conversion of 10% Convertible Promissory Notes and accrued interest, shares | 294,939 | 403,039 | ||||
Common stock issued for conversion of 10% Convertible Promissory Notes and accrued interest | 294,921 | 264,008 | ||||
Common stock issued in consideration of note payable, shares | 68,333 | 18,500 | ||||
Common stock issued in consideration of note payable | 136,667 | 37,000 | ||||
Common stock for additional consideration to note holders, shares | 32,500 | |||||
Common stock issued for consulting services, shares | 94,533 | 2,000 | ||||
Common stock issued for consulting services | 179,067 | 4,000 | ||||
Common stock issued for interest, shares | 18,500 | 10,000 | ||||
Common stock issued for interest | 20,000 | |||||
Common stock issued for exercise of cashless warrants, shares | 4,485 | |||||
Common stock issued for payment of accounts payable, shares | 10,000 | |||||
Common stock issued for payment of accounts payable | 15,000 | |||||
Common stock sold for cash, shares | 30,000 | |||||
Common stock sold for cash | 30,000 | |||||
Stock option grants under the plan | 0 | 0 | ||||
Preferred stock, shares authorized | 5,000,000 | |||||
Fair value assumption of stock price | $1.90 | |||||
Fair value assumption of risk free interest rate | 1.48% | |||||
Fair value assumption of expected volatility | 81.13% | |||||
Securities Purchase Agreement [Member] | ||||||
Sale of preferred stock, shares | 500 | |||||
Sale of preferred stock | 500,000 | |||||
Stock Option Plan [Member] | ||||||
Common stock issued for employees to purchase of stock option | 25,000,000 | |||||
Plan termination term | 10 years | |||||
2010 through 2012 [Member] | ||||||
Common stock issued in connection with legal services rendered | 550,000 | |||||
Common stock sold for cash | 1,925,000 | |||||
Series B Common Units [Member] | ||||||
Equity authorised units | 68,488 | |||||
Issuance of warrant purchase of common stock, shares | 16,075 | |||||
Class A 12% Preferred Stock [Member] | ||||||
Preferred stock designated shares | 500 | |||||
Preferred stock stated value per shares | $1,000 | |||||
Common stock conversion price per share | $0.10 | |||||
Cumulative dividends percentage per annum | 12.00% | |||||
Percentage of late fee per annum | 18.00% | |||||
Series A Common Stock [Member] | ||||||
Common stock sold for cash, shares | 190 | |||||
Issuance of warrant purchase of common stock, shares | 95,000 | |||||
Issuance of warrant purchase of common stock | 190,000 | |||||
Warrant exercisable price per share | $4 | |||||
Warrant term | 5 years | |||||
Warrant value | 91,500 | |||||
Series A Common Stock [Member] | Detachable Warrants [Member] | ||||||
Sale of preferred stock, shares | 95,000 | |||||
Sale of preferred stock | 190,000 | |||||
Series A Preferred Stock [Member] | ||||||
Common stock issued for conversion of 10% Convertible Promissory Notes and accrued interest, shares | 190 | |||||
Common stock issued for conversion of 10% Convertible Promissory Notes and accrued interest | 403,039 | |||||
Board Member [Member] | ||||||
Common stock issued in connection with legal services rendered, shares | 8,000 | |||||
Common stock issued in connection with legal services rendered | $16,000 |
Common_and_Preferred_Stock_Sch
Common and Preferred Stock - Schedule of Warrants Outstanding (Details) (USD $) | 12 Months Ended |
Jun. 30, 2014 | |
Warrants Issued | 758,067 |
Series A warrants [Member] | |
Warrants Issued | 95,000 |
Exercise Price | $0.90 |
Term | 5 years |
10% Convertible Promissory Notes Payable [Member] | |
Warrants Issued | 517,337 |
Exercise Price | $0.90 |
Term | 5 years |
Officers and Affiliates [Member] | |
Warrants Issued | 128,000 |
Exercise Price | $0.90 |
Term | 5 years |
Investment Banker Fees [Member] | |
Warrants Issued | 17,730 |
Exercise Price | $0.90 |
Term | 5 years |
Common_and_Preferred_Stock_Sch1
Common and Preferred Stock - Schedule of Warrants Outstanding (Details) (Parenthetical) | Jun. 30, 2014 | Jun. 30, 2013 |
Equity [Abstract] | ||
Convertible promissory notes interest rate | 10.00% | 10.00% |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 12 Months Ended | 0 Months Ended | |||||
Nov. 12, 2015 | Feb. 23, 2010 | Jan. 18, 2012 | Feb. 18, 2013 | Mar. 15, 2011 | Mar. 15, 2011 | Jun. 30, 2014 | |
Nonrefundable transaction fee, percentage of aggregate principal amount of debt | 3.00% | ||||||
Nonrefundable transaction fee, percentage of aggregate amount of equity and equity linked securities | 6.00% | ||||||
Nonrefundable aggregate minimum fee | $1,500,000 | ||||||
Litigation accrued liability | 150,000 | ||||||
Third Judicial District Court [Member] | |||||||
Litigation damages sought value | 5,000,000 | ||||||
Investment Banker Filed Civil Lawsuit [Member] | |||||||
Litigation damages sought value | 150,000 | ||||||
Litigation damages paid value | 25,000 | ||||||
Litigation settlement remaining balance | 125,000 | ||||||
Gulfport Transaction [Member] | |||||||
Success-based fee amount | 250,000 | ||||||
Investment Banker [Member] | |||||||
Percentage of cash placement fee | 8.00% | ||||||
Investment Banker [Member] | Warrant [Member] | |||||||
Percentage of purchase common stock equal to funds raised | 8.00% | ||||||
RBL [Member] | |||||||
Notes payable | $250,000 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $16,640,000 | |
Operating loss carry forwards expiration years | through 2034 | |
Deferred tax asset | 12,953,825 | 12,953,825 |
Valuation allowance on deferred tax assets | 12,953,825 | 12,953,825 |
Increase valuation allowance on deferred tax assets | $910,000 |
Income_Taxes_Schedule_of_Net_O
Income Taxes - Schedule of Net Operating Loss Carryforwards (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Income Tax Disclosure [Abstract] | ||
Impairment of intangible asset | $125,000 | |
Write-off of investment in joint venture, intangible assets and deferred expenses | 180,000 | |
Net operating loss | 785,000 | 710,000 |
Operating loss carry forwards, gross | 910,000 | 890,000 |
Allowance | -910,000 | -890,000 |
Operating loss carry forwards, net |
Income_Taxes_Schedule_of_Defer
Income Taxes - Schedule of Deferred Tax Expense (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Income Tax Disclosure [Abstract] | ||
Impairment of intangible asset | $5,974,525 | $5,749,525 |
Write-off of investment in joint venture, intangible assets and deferred expenses | 565,000 | 565,000 |
Other, net | 29,300 | 29,300 |
Net operating loss | 6,485,000 | 5,700,000 |
Total deferred tax assets | 12,953,825 | 12,953,825 |
Allowance | -12,953,825 | -12,953,825 |
Net deferred tax assets |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Aug. 28, 2014 | |
Common stock price per share | $0.01 | $0.01 | |
Subsequent Event [Member] | Convertible Notes and Warrants [Member] | |||
Percentage of convertible promissory notes | 8.00% | ||
Convertible promissory notes | $65,000 | ||
Subsequent Event [Member] | Convertible Notes and Warrants [Member] | October 7, 2014 and March 1, 2015 [Member] | |||
Percentage of convertible promissory notes | 10.00% | ||
Common stock price per share | $0.90 | ||
Convertible promissory notes | 378,800 | ||
Subsequent Event [Member] | Financial [Member] | November 12, 2014 [Member] | |||
Percentage of contingent equal fee | 3.00% | ||
Financial project cost | 170,000,000 | ||
Subsequent Event [Member] | Subordinated Debt [Member] | November 12, 2014 [Member] | |||
Percentage of subordinated debt | 6.00% | ||
Subsequent Event [Member] | Senior Secured Notes [Member] | November 12, 2014 [Member] | Financial Project [Member] | |||
Financial project cost | 115,000,000 | ||
Subsequent Event [Member] | Vendor Finance [Member] | November 12, 2014 [Member] | Financial Project [Member] | |||
Financial project cost | 25,000,000 | ||
Subsequent Event [Member] | New Rotate Black, Inc. Equity [Member] | November 12, 2014 [Member] | Financial Project [Member] | |||
Financial project cost | 25,000,000 | ||
Subsequent Event [Member] | Equity Invested To Date [Member] | November 12, 2014 [Member] | Financial Project [Member] | |||
Financial project cost | 5,000,000 | ||
Subsequent Event [Member] | Rotate Black, Inc. Senior Notes [Member] | November 12, 2014 [Member] | |||
Equity investment | 25,800,000 | ||
Subsequent Event [Member] | August and November 2014 [Member] | |||
Common stock shares issued | 132,814 | ||
Common stock conversion price per share | $0.90 | ||
Subsequent Event [Member] | August and November 2014 [Member] | Convertible Promissory Notes [Member] | |||
Debt conversion amount | $119,712 | ||
Percentage of convertible promissory notes | 10.00% | ||
Subsequent Event [Member] | July 2014 To February 2015 [Member] | |||
Aggregate shares of common stock | 8,000 | ||
Subsequent Event [Member] | July 2014 To February 2015 [Member] | Employee [Member] | |||
Common stock price per share | $0.90 | ||
Subsequent Event [Member] | November And December 2014 [Member] | Consulting Services [Member] | |||
Aggregate shares of common stock | 59,000 | ||
Common stock price per share | $0.90 | ||
Subsequent Event [Member] | October 7, 2014 and March 1, 2015 [Member] | Convertible Notes and Warrants [Member] | |||
Aggregate shares of common stock | 354,667 |