Diamondhead Casino (DHCC) 10-Q 14 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 08, 2018
Document And Entity Information
Entity Registrant Name	DIAMONDHEAD CASINO CORP
Entity Central Index Key	844,887
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		36,297,576
Trading Symbol	DHCC
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current assets
Cash	$ 4,590	$ 65
Other current assets	1,186	370
Total current assets	5,776	435
Land held for development (Note 3)	5,476,097	5,476,097
Other assets	80	80
Total assets	5,481,953	5,476,612
Current liabilities
Convertible notes and line of credit payable (Note 5)	1,962,500	1,962,500
Debenture payable (net of unamortized finance costs of $1,436 at September 30, 2018 and $2,153 at December 31, 2017) (Note 6)	48,564	47,847
Convertible debentures payable (net of unamortized finance costs of $50,177 at September 30, 2018 and $71,394 at December 31, 2017) (Note 6)	1,749,823	1,728,606
Short term notes and interest bearing advance (Note 7)	57,451	39,299
Current notes payable due to related parties (Note 8)	250,401
Accounts payable and accrued expenses due related parties (Note 4)	3,960,246	3,427,168
Accounts payable and accrued expenses - others (Note 4)	2,701,798	2,424,040
Total current liabilities	10,730,783	9,629,460
Notes payable due related parties (Note 9)	115,000	202,628
Notes payable due others (Note 9)	72,500	87,500
Total liabilities	10,918,283	9,919,588
Commitments and contingencies (Notes 3 and 12)
Stockholders' deficiency
Preferred stock, $.01 par value; shares authorized 5,000,000, outstanding 2,086,000 at September 30, 2018 and December 31, 2017 (aggregate liquidation preference of $2,519,080 at September 30, 2018 and December 31, 2017).	20,860	20,860
Common stock, $.001 par value; shares authorized 50,000,000, issued: 39,052,472 at September 30, 2018 and December 31, 2017, outstanding: 36,297,576 at September 30, 2018 and December 31, 2017.	39,052	39,052
Additional paid-in capital	35,547,932	35,526,362
Unearned ESOP shares	(3,202,274)	(3,202,274)
Accumulated deficit	(37,694,799)	(36,679,875)
Treasury stock, at cost, 607,161 shares at September 30, 2018 and December 31, 2017	(147,101)	(147,101)
Total stockholders' deficiency	(5,436,330)	(4,442,976)
Total liabilities and stockholders' deficiency	$ 5,481,953	$ 5,476,612

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares outstanding	2,086,000	2,086,000
Preferred stock, liquidation preference, value	$ 2,519,080	$ 2,519,080
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	39,052,472	39,052,472
Common stock, shares outstanding	36,297,576	36,297,576
Treasury stock, shares	607,161	607,161
Corporate Debt Securities [Member]
Unamortized discount	$ 1,436	$ 2,153
Convertible Senior Debentures [Member]
Unamortized discount	$ 50,177	$ 71,394

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
COSTS AND EXPENSES
Administrative and general	$ 131,454	$ 148,490	$ 448,944	$ 466,026
Stock-based compensation			21,570
Other	17,359	15,487	53,544	48,381
Total costs and expenses	148,813	163,977	524,058	514,407
OTHER EXPENSE (INCOME)
Interest expense	129,695	131,516	414,666	370,366
Other		(933)		(21,698)
Total other expense	129,615	130,583	414,666	348,668
NET LOSS	(278,508)	(294,560)	(938,724)	(863,075)
PREFERRED STOCK DIVIDENDS	(25,400)	(25,400)	(76,200)	(76,200)
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS	$ (303,908)	$ (319,960)	$ (1,014,924)	$ (939,275)
Net loss per common share, basic and fully diluted	$ (.01)	$ (0.010)	$ (.03)	$ (.03)
Weighted average number of common shares outstanding, basic and fully diluted	36,297,576	36,297,576	36,297,576	36,297,576

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
OPERATING ACTIVITIES
Net loss	$ (938,724)	$ (863,075)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization	21,934	25,488
Stock-based compensation	21,570
Change in assets and liabilities:
Other assets	(816)	(765)
Accounts payable and accrued expenses	734,636	691,503
Net cash used in operating activities	(161,400)	(146,849)
FINANCING ACTIVITIES
Proceeds from notes payable issued to related parties	162,773	75,849
Proceeds from notes payable		15,000
Proceeds from short term notes and interest bearing advances	6,962	43,271
Payment of short term notes	(3,810)	(3,586)
Net cash provided by financing activities	165,925	130,534
Net increase (decrease) in cash	4,525	(16,315)
Cash beginning of period	65	17,606
Cash end of period	4,590	1,291
Cash paid for interest	1,240	965
Non-cash financing activities:
Unpaid preferred stock dividends included in accounts payable and accrued expenses	$ 76,200	$ 76,200

Organization and Business

Organization and Business	9 Months Ended
	Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	Note 1. Organization and Business Diamondhead Casino Corporation and Subsidiaries (the “Company”) own a total of approximately 400 acres of unimproved land in Diamondhead, Mississippi on which the Company plans, unilaterally, or in conjunction with one or more partners, to construct a casino resort and hotel and associated amenities. Active subsidiaries of the Company include Mississippi Gaming Corporation, which owns the approximate 400-acre site and Casino World, Inc., the development entity.

Liquidity and Going Concern

Liquidity and Going Concern	9 Months Ended
	Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Going Concern	Note 2. Liquidity and Going Concern These unaudited condensed consolidated financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no operations and generates no operating revenues. During the nine months ended September 30, 2018 and 2017, the Company incurred net losses applicable to common shareholders of $1,014,924 and $939,275 (as adjusted), respectively. The Company has had no operations since it ended its gambling cruise ship operations in 2000. Since that time, the Company has concentrated its efforts on the development of its Diamondhead, Mississippi Property. The development of the Diamondhead Property is dependent on obtaining the necessary capital, through equity and/or debt financing, unilaterally, or in conjunction with one or more partners, to master plan, design, obtain permits for, construct, staff, open, and operate a casino resort. In the past, in order to raise capital to continue to pay on-going costs and expenses, the Company has borrowed funds, through Private Placements of convertible instruments and other means, which are more fully described in Notes 5, 6, 7 and 8 to these unaudited condensed consolidated financial statements. The Company is past due with respect to payment of significant principal and interest on most of these instruments. The Company is also in arrears with respect to payment of franchise taxes due to the State of Delaware for the years 2015, 2016 and 2017. In addition, the Company has also been unable to pay various routine operating expenses. At September 30, 2018, the Company had current liabilities totaling $10,730,783 with $4,590 of cash on hand and an accumulated deficit of $37,694,799. The above conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3. Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements and, in our opinion, reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the nine months ended September 30, 2018 are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2017, attached to our annual report on Form 10-K. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Diamondhead Casino Corporation and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Land Held for Development Land held for development is carried at cost. Costs directly related to site development, such as permitting, engineering, and other costs, are capitalized. Land development costs, which have been capitalized, consist of the following at September 30, 2018 and December 31, 2017: Land held for development $ 4,934,323 Licenses 77,000 Engineering and costs associated with permitting 464,774 Total land held for development $ 5,476,097 Long-Lived Assets The Company reviews long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the assets to the estimated undiscounted future cash flows projected to be generated by the assets. If such assets are considered impaired, the impairment to be recognized is measured by the amount the carrying value exceeds the fair value of such assets determined by appraisal, discounted cash flow projections, or other means. No impairment existed at September 30, 2018. Net Loss per Common Share Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding. Common shares outstanding consist of issued shares, including allocated and committed shares held by the ESOP trust, less shares held in treasury. The dilutive securities below do not include 5,055,555 potentially convertible Debentures since the requirements for possible conversion have not yet been met and may never be met. The table below summarizes the components of potential dilutive securities at September 30, 2018 and 2017. September 30, September 30, Description 2018 2017 Convertible Preferred Stock 260,000 260,000 Options to Purchase Common Shares 3,415,000 3,415,000 Private Placement Warrants - 1,036,500 Convertible Promissory Notes 1,925,000 1,925,000 Total 5,600,000 6,636,500 Stock Based Compensation The Company follows the provisions of ASC Topic 718 “Compensation — Stock Compensation” which requires the measurement and recognition of compensation expense for all share-based payment awards either modified or granted to employees and directors based upon estimated fair values. In the first quarter of 2018, the Board of Directors voted to extend the expiration dates of previously-awarded option grants from March 13, 2018 to December 31, 2020 with respect to the following: i) options previously granted to the President to purchase 750,000 shares of common stock at $0.30 per share, 75,000 shares of common stock at $0.75 per share and 2,000,000 shares of common stock at $0.19 per share; ii) options previously granted to the current Chairman of the Board to purchase 150,000 shares of common stock at $1.25 per share; iii) options previously granted to a Director of the Company to purchase 75,000 shares of common stock at $0.75; and iv) options previously granted to former employees of the Company to purchase a combined total of 65,000 shares of common stock at $0.75 per share. No share-based awards were issued or amended in 2017. In determining the fair value of each option modified, the Black-Scholes option-pricing model, consistent with the provisions of ASC Topic 718, was used. The valuations were determined using the weighted-average assumptions of 0% dividend yield, expected volatility of 103% and a risk-free interest rate of 2.79%. This resulted in a charge to the statement of operations in the amount of $21,570, decreasing the net income per share of common stock $0.001 for the nine months ending September 30, 2018. Option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. The Company uses projected volatility rates, which are based upon historical volatility rates, trended into future years. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s options. Accounting Pronouncements Adopted in the Prior Years In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-11 - Earnings per Share (Topic 260); Distinguishing form Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatory Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interest with a Scope Exception. Topic 815, Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. The amendments in Part I of this Update change the classification of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion options) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity-linked classified financial instruments, the amendments require entities that present earnings per share in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and a reduction of income available to common shareholders in basic earnings per share. The Company adopted the provisions of the ASU in its December 31, 2017 consolidated financial statements and elected the retrospective transition method whereby comparative consolidated financial statements for the prior year have been recast to reflect the impact of the adoption for comparability reasons. The effect of the recast on net loss for the three months and nine months periods ended September 30, 2017 is more fully discussed in Note 11. There are no other recently issued accounting standards that are expected to have a material impact on the unaudited condensed consolidated financial position, statements of operations and cash flow.

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	9 Months Ended
	Sep. 30, 2018
Payables and Accruals [Abstract]
Accounts Payable and Accrued Expenses	Note 4 Accounts Payable and Accrued Expenses The table below outlines the elements included in accounts payable and accrued expenses at September 30, 2018 and December 31, 2017: September 30, December 31, Description 2018 2017 Related parties: Accrued payroll due officers $ 2,294,711 $ 2,069,711 Accrued interest due officers and directors 963,372 767,737 Accrued director fees 456,250 393,750 Base rents due to the President 172,040 131,234 Associated rental costs 56,565 42,731 Other 17,308 22,005 Total related parties $ 3,960,246 $ 3,427,168 Non-related parties: Accrued interest $ 1,678,125 $ 1,483,923 Accrued dividends 736,600 660,400 Accrued fines and penalties 63,900 44,350 Other accounts payable and accrued expenses 223,173 235,367 Total non-related parties $ 2,701,798 $ 2,424,040

Convertible Notes and Line of C

Convertible Notes and Line of Credit	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Convertible Notes and Line of Credit	Note 5. Convertible Notes and Line of Credit Line of Credit In 2008, the Company entered into an agreement with an unrelated third party for an unsecured Line of Credit up to a maximum of $1,000,000. The Line of Credit carries an interest rate on amounts borrowed of 9% per annum. All funds originally advanced under the facility were due and payable by November 1, 2012. As an inducement to provide the facility, the lender was awarded an immediate option to purchase 50,000 shares of common stock of the Company at $1.75 per share. In addition, the lender received an option to purchase a maximum of 250,000 additional shares of common stock of the Company at $1.75 per share. The options expire following repayment in full by the Company of the amount borrowed. At September 30, 2018, the principal and accrued interest due on the obligation, which totals $1,830,984, remains unpaid. Convertible Notes Pursuant to a Private Placement Memorandum dated March 1, 2010, the Company offered Units consisting of a two year unsecured, convertible promissory note in the principal amount of $25,000 with interest at 12% per annum. The Promissory Notes are and were convertible into 50,000 shares of common stock of the Company immediately upon issuance at the option of the investor. Pursuant to an additional Private Placement Memorandum dated October 25, 2010, the Company offered Units consisting of a two year unsecured, convertible promissory note in the principal amount of $25,000. The Promissory Notes bear interest at 9% per annum and are and were convertible into 50,000 shares of common stock of the Company immediately upon issuance at the option of the investor. The Convertible Notes issued pursuant to the two Private Placements discussed above total $962,500 in principal and became due and payable beginning in March 2012 and extending at various dates through June 2013. As of the date of the filing of this report, all of the aforementioned debt obligations remain unpaid and in default under the repayment terms of the notes. In addition, a total of $629,794 of accrued interest on the above notes remains outstanding at September 30, 2018. The table below summarizes the Company’s debt arising from the above-described sources as of September 30, 2018 and December 31, 2017: Principal Amount Due Amount Related Amount Due Loan Facility Owed Parties Others Line of Credit $ 1,000,000 $ - $ 1,000,000 Private Placements: March 1, 2010 475,000 75,000 400,000 October 25, 2010 487,500 - 487,500 Total Private Placements 962,500 75,000 887,500 Total $ 1,962,500 $ 75,000 $ 1,887,500

Convertible Debentures Payable

Convertible Debentures Payable	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Convertible Debentures Payable	Note 6. Convertible Debentures Payable Pursuant to a Private Placement Memorandum dated February 14, 2014 (the “Private Placement”), the Company offered up to a maximum of $3,000,000 of Collateralized Convertible Senior Debentures to accredited or institutional investors. The Offering was conducted contingent on the deposit into Escrow of the purchase price for all of the Debentures offered in the principal amount of $3,000,000. The Debentures, once issued, bear interest at 4% per annum after 180 days, mature six years from the date of issuance, and are secured by a lien on the Company’s Mississippi property. The debentures were offered in three tranches as follows: (a) $1,000,000 of First Tranche Collateralized Convertible Senior Debentures convertible into an aggregate of 3,333,333 shares of Common Stock of the Company at a conversion price of $.30 per share (the “First Tranche Debentures”); (b) $1,000,000 of Second Tranche Collateralized Convertible Senior Debentures, convertible into an aggregate of 2,222,222 shares of Common Stock of the Company at a conversion price of $.45 per share (the “Second Tranche Debentures”); and (c) $1,000,000 of Third Tranche Collateralized Convertible Senior Debentures, convertible into either 1,818,182 shares of Common Stock or 1,333,333 shares of Common Stock of the Company, at a conversion price of $.55 or $.75 per share depending upon certain conditions described in the Private Placement Memorandum (the “Third Tranche Debentures”). The conversion rights on each issued Debenture carry an Anti-Dilution Provision. If the Company issues any shares of Common Stock or other securities after March 31, 2014 at a price per security that is less than the conversion price of a Debenture, then the Debenture shall have a new conversion price equal to the price per security that is less than the Conversion Price of the Debenture. The foregoing provision shall not apply to the following: (a) The issuance of any of the other Debentures in the Offering or the issuance of shares of Common Stock upon conversion of any of the Debentures in the Offering; (b) The issuance of any shares of Common Stock if such issuance relates to an agreement, arrangement or grant to issue shares of Common Stock entered into by the Company prior to the Issue Date of the First Tranche Debentures in the Offering, including but not limited to, for example, previously issued convertible promissory notes, previously issued warrants, previously issued options to purchase Common Stock, or common stock vested or to be issued pursuant to a pre-existing Employee Stock Ownership Plan. The Anti-Dilution Provisions with respect to a Debenture terminate the earlier of (a) the date (if ever) the Company receives an “Approval to Proceed” from the Mississippi Gaming Commission to develop a casino/hotel on the Property, (b) the date on which the Debenture is converted in full, (c) the date on which the Debenture is paid in full, or (d) the Final Maturity Date of the Debenture (as defined in the Debenture). Since the issuance of the Debentures, there have been no events that would trigger the above anti-dilution provisions. Should an event take place which would trigger the provision, the Company would be required to record dividend expense in an amount equal to the difference in the fair value of the embedded derivatives before the event versus the fair value of the derivative after the triggering event. On March 31, 2014, the First Closing occurred when subscriptions in the amount of $3,000,000 were received in Escrow and accepted by the Company. The Escrow Agent released $1,000,000 to the Company and the Company issued First Tranche Debentures in the aggregate principle amount of $1,000,000. The Company’s stock registration was revoked effective September 4, 2014. Therefore, on December 4, 2014, the Company extended offers to the investors to amend the Private Placement. The Company offered to amend certain terms and conditions, including the conversion terms of the First Tranche Debentures, which were issued on March 31, 2014 (“Amendment I”). The Company separately offered to amend certain terms and conditions, including those relating to issuance and conversion of the Second and Third Tranche Debentures, as well as the period of time within which to perform the Third Tranche Closing Obligations, as amended (“Amendment II”). On December 31, 2014, investors who had purchased $950,000 of First Tranche Debentures consented to the amended conversion terms of Amendment I. The remaining Debenture in the amount of $50,000 remains as originally issued with no conversion rights. Thus, the First Tranche Debentures can be converted into a total of 3,166,666 shares of common stock. On December 31, 2014, the Second Closing occurred when investors representing $850,000 of Second Tranche Debentures consented to Amendment II. The Escrow Agent released $850,000 to the Company and the Company issued Second Tranche Debentures in the aggregate principle amount of $850,000. Thus, the Second Tranche Debentures can be converted into 1,888,889 shares of common stock. The Escrow Agent refunded $300,000 to those investors who did not consent to Amendment II. The Company did not meet the closing obligations for the Third Tranche Debentures as of June 30, 2015, as was required, pursuant to the terms of the Private Placement, as amended. Therefore, in July 2015, the remaining $850,000 then being held in escrow for the purchase of the Third Tranche Debentures was returned to the investors. When originally issued, in the event the Company failed to meet the conditions for conversion of the Debentures, the First Tranche Convertible Debentures, which total $950,000, would have been due on March 31, 2020 and the Second Tranche Convertible Debentures, which total $850,000, would have been due December 31, 2020. The sole remaining non-convertible Debenture in the amount of $50,000 would have been due March 31, 2020. However, the Company is in default with respect to interest payments due under the Debentures and as a result, they are reported as current liabilities. Certain Debenture holders maintain that the Company is in default, not only with respect to interest due under the Debentures, but with respect to principal due under the Debentures in the amount of $1,850,000, as well. See Note 12. Commitments and Contingencies-Litigation and Item 1: Legal Proceedings.

Short Term Notes and Interest B

Short Term Notes and Interest Bearing Advance	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Short Term Notes and Interest Bearing Advance	Note 6. Convertible Debentures Payable Pursuant to a Private Placement Memorandum dated February 14, 2014 (the “Private Placement”), the Company offered up to a maximum of $3,000,000 of Collateralized Convertible Senior Debentures to accredited or institutional investors. The Offering was conducted contingent on the deposit into Escrow of the purchase price for all of the Debentures offered in the principal amount of $3,000,000. The Debentures, once issued, bear interest at 4% per annum after 180 days, mature six years from the date of issuance, and are secured by a lien on the Company’s Mississippi property. The debentures were offered in three tranches as follows: (a) $1,000,000 of First Tranche Collateralized Convertible Senior Debentures convertible into an aggregate of 3,333,333 shares of Common Stock of the Company at a conversion price of $.30 per share (the “First Tranche Debentures”); (b) $1,000,000 of Second Tranche Collateralized Convertible Senior Debentures, convertible into an aggregate of 2,222,222 shares of Common Stock of the Company at a conversion price of $.45 per share (the “Second Tranche Debentures”); and (c) $1,000,000 of Third Tranche Collateralized Convertible Senior Debentures, convertible into either 1,818,182 shares of Common Stock or 1,333,333 shares of Common Stock of the Company, at a conversion price of $.55 or $.75 per share depending upon certain conditions described in the Private Placement Memorandum (the “Third Tranche Debentures”). The conversion rights on each issued Debenture carry an Anti-Dilution Provision. If the Company issues any shares of Common Stock or other securities after March 31, 2014 at a price per security that is less than the conversion price of a Debenture, then the Debenture shall have a new conversion price equal to the price per security that is less than the Conversion Price of the Debenture. The foregoing provision shall not apply to the following: (a) The issuance of any of the other Debentures in the Offering or the issuance of shares of Common Stock upon conversion of any of the Debentures in the Offering; (b) The issuance of any shares of Common Stock if such issuance relates to an agreement, arrangement or grant to issue shares of Common Stock entered into by the Company prior to the Issue Date of the First Tranche Debentures in the Offering, including but not limited to, for example, previously issued convertible promissory notes, previously issued warrants, previously issued options to purchase Common Stock, or common stock vested or to be issued pursuant to a pre-existing Employee Stock Ownership Plan. The Anti-Dilution Provisions with respect to a Debenture terminate the earlier of (a) the date (if ever) the Company receives an “Approval to Proceed” from the Mississippi Gaming Commission to develop a casino/hotel on the Property, (b) the date on which the Debenture is converted in full, (c) the date on which the Debenture is paid in full, or (d) the Final Maturity Date of the Debenture (as defined in the Debenture). Since the issuance of the Debentures, there have been no events that would trigger the above anti-dilution provisions. Should an event take place which would trigger the provision, the Company would be required to record dividend expense in an amount equal to the difference in the fair value of the embedded derivatives before the event versus the fair value of the derivative after the triggering event. On March 31, 2014, the First Closing occurred when subscriptions in the amount of $3,000,000 were received in Escrow and accepted by the Company. The Escrow Agent released $1,000,000 to the Company and the Company issued First Tranche Debentures in the aggregate principle amount of $1,000,000. The Company’s stock registration was revoked effective September 4, 2014. Therefore, on December 4, 2014, the Company extended offers to the investors to amend the Private Placement. The Company offered to amend certain terms and conditions, including the conversion terms of the First Tranche Debentures, which were issued on March 31, 2014 (“Amendment I”). The Company separately offered to amend certain terms and conditions, including those relating to issuance and conversion of the Second and Third Tranche Debentures, as well as the period of time within which to perform the Third Tranche Closing Obligations, as amended (“Amendment II”). On December 31, 2014, investors who had purchased $950,000 of First Tranche Debentures consented to the amended conversion terms of Amendment I. The remaining Debenture in the amount of $50,000 remains as originally issued with no conversion rights. Thus, the First Tranche Debentures can be converted into a total of 3,166,666 shares of common stock. On December 31, 2014, the Second Closing occurred when investors representing $850,000 of Second Tranche Debentures consented to Amendment II. The Escrow Agent released $850,000 to the Company and the Company issued Second Tranche Debentures in the aggregate principle amount of $850,000. Thus, the Second Tranche Debentures can be converted into 1,888,889 shares of common stock. The Escrow Agent refunded $300,000 to those investors who did not consent to Amendment II. The Company did not meet the closing obligations for the Third Tranche Debentures as of June 30, 2015, as was required, pursuant to the terms of the Private Placement, as amended. Therefore, in July 2015, the remaining $850,000 then being held in escrow for the purchase of the Third Tranche Debentures was returned to the investors. When originally issued, in the event the Company failed to meet the conditions for conversion of the Debentures, the First Tranche Convertible Debentures, which total $950,000, would have been due on March 31, 2020 and the Second Tranche Convertible Debentures, which total $850,000, would have been due December 31, 2020. The sole remaining non-convertible Debenture in the amount of $50,000 would have been due March 31, 2020. However, the Company is in default with respect to interest payments due under the Debentures and as a result, they are reported as current liabilities. Certain Debenture holders maintain that the Company is in default, not only with respect to interest due under the Debentures, but with respect to principal due under the Debentures in the amount of $1,850,000, as well. See Note 12. Commitments and Contingencies-Litigation.

Current Notes Payable Due To Re

Current Notes Payable Due To Related Parties	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Current Notes Payable Due To Related Parties	Note 8. Notes Payable Due to Related Parties On July 26, 2017, at the request of the Company, the current Chairman of the Board of Directors, who is also a Vice President of the Company (“the Chairman”), paid all property taxes due, together with all interest due thereon, to Hancock County, Mississippi on an approximate 400-acre tract of land (“the Diamondhead Property”), owned by Mississippi Gaming Corporation, a wholly-owned subsidiary of the Company. The total amount advanced was $67,628. The Chairman is one of the secured parties under that Land Deed of Trust recorded on September 26, 2014 in Hancock County, Mississippi, to secure Tranche I and Tranche II Debentures issued by the Company in 2014. Under paragraph 5 of the Land Deed of Trust, a secured party who advances sums for taxes due on the Diamondhead Property is secured by the same Land Deed of Trust, but only at that interest rate specified in the note representing the primary indebtedness, namely 4% per annum. The Chairman advanced the $67,628 on condition that: (i) the advance constitute a lien with interest at 4% per annum under that Land Deed of Trust recorded September 26, 2014; (ii) he be paid additional interest of 11% per annum on the amount advanced and owing and that the full 11% interest per annum is payable during any calendar year in which all or part of the amount advanced and owing or interest due thereon remains unpaid; (iii) this additional interest obligation be treated as a separate and secured debt of the Company, to be evidenced by a separate note and is secured with a separate and third lien to be placed on the Diamondhead Property (hereafter “the Third Lien”); (iv) the entire obligation will be treated as an advance to be paid out of any subsequent incoming financing obtained by the Company or any amounts recovered by the Company from a defendant in that collection action brought by the Company in the Circuit Court of Montgomery County, Maryland (Case No. 426962-V); and (v) he be indemnified for any losses sustained on the sale of that common stock sold to cover the credit card payments. The Chairman has identified the common stock to be sold and will provide the Company with the documentation required to document the sale of said stock and to calculate the future loss, if any, on said stock. On June 30, 2018, Mississippi Gaming Corporation issued a secured promissory note, due one year from the date of issue, to the Chairman for an amount up to $100,000 to cover the principal and interest due with respect to this note. On August 21, 2018, Mississippi Gaming Corporation placed a third lien on the Diamondhead Property to secure this obligation for $100,000. On July 24, 2017, the President of the Company, who is a Director of the Company, agreed to advance the Company up to $20,000 for the payment of expenses. In March of 2018, the Board of Directors voted to increase to up to $100,000 the amount to be secured by a to-be-placed third lien in favor of the President of the Company for amounts advanced by the President under this note, on the following terms and conditions, namely, that (i) she be paid interest of 15% per annum on the amount advanced and owing and that the full 15% interest per annum is payable during any calendar year in which all or part of the amount advanced and owing or interest due thereon remains unpaid; (ii) the obligation in the maximum principal amount of $100,000 with interest due thereon be treated as a secured debt of the Company, to be evidenced by a separate note and to be secured with a separate lien to be placed on the Diamondhead Property (“the Third Lien”) together with the Chairman’s Third Lien, as well as a first lien to be placed on the residential lot owned by the Company; (iii) that the Third Lien on the Diamondhead Property also include the two loans ($25,000 and $15,000) and interest due thereon and credit facilities in the maximum amount of $15,000; and (iv) that the foregoing will be treated as advances to be paid out of any subsequent incoming financing obtained by the Company or any amounts recovered by the Company from a defendant in that collection action brought by the Company in the Circuit Court of Montgomery County, Maryland (Case No. 426962-V). As of September 30, 2018 and December 31, 2017, the President had advanced a total of $32,773 and $20,000, respectively, under this agreement. The President previously agreed to secure a $25,000 loan and interest due thereon and to secure and guarantee a $15,000 loan and interest due thereon due non-related parties discussed above. The President is also personally liable for certain bank-issued credit cards used by the Company to pay expenses incurred by the Company in the approximate amount of $15,000. On June 30, 2018, Mississippi Gaming Corporation issued a secured promissory note, due one year from date of issue, to the President for an amount up to $100,000 to cover the principal and interest due with respect to this note. On August 21, 2018, Mississippi gaming Corporation placed a third lien on the Diamondhead Property to secure this obligation for $100,000. In March of 2018, the Board of Directors voted to increase up to an additional $200,000 the amount to be secured by the third lien in favor of the Chairman of the Board, for amounts advanced by the Chairman on behalf of the Company, on the following terms and conditions, namely, that (i) the advance constitutes a lien on the Diamondhead Property with interest at 15% per annum; (ii) that the full interest of 15% per annum is payable during any calendar year in which all or part of the amount advanced is due and owing or interest due thereon remains unpaid; (iii) that this debt be evidenced by a separate promissory note and is to be included in and secured with a third lien that is to be placed on the Diamondhead Property to secure previous advances made to the Company (hereafter “the Third Lien”); (iv) that he be indemnified for any losses sustained on the sale of his common stock in an unrelated publicly-traded company to be sold to cover this advance based on a sales price of approximately $2.80 per share with a cap on the maximum loss per share to be at a sales price of $10.00 per share; and (v) that the Chairman’s previous indemnification approved by the Board of Directors on July 24, 2017 with respect to any loss on the sale of the same stock also be capped at a maximum of $10.00 per share. The Chairman will provide the Company with the documentation required to document the sale of said stock and to calculate the losses on said stock for all amounts loaned to the Company from the sale of said stock. As of September 30, 2018, the Chairman had advanced a total of $150,000 on behalf of the Company in 2018. On June 30, 2018, Mississippi Gaming Corporation issued a secured promissory note, due one year from the date of issue to the Chairman, for an amount up to $200,000 to cover the principal and interest due with respect to this note. On August 21, 2018, Mississippi Gaming Corporation placed a third lien on the Diamondhead Property to secure this obligation for $200,000. The third lien placed on the Diamondhead Property, which secures the above three promissory notes, totals up to $400,000 and is payable to the Chairman of the Board ($300,000) and President ($100,000) of the Company. The three notes payable to the officers and directors discussed above total $250,401 in aggregate. All were presented as long term liabilities of the Company at December 31, 2017, but were recorded as current liabilities on the Company’s September 30, 2018 balance sheet.

Long Term Notes Payable

Long Term Notes Payable	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Long Term Notes Payable	Note 9. Long Term Notes Payable In 2016, the Company received cash advances totaling $47,500 from seven lenders which included $25,000 from three current Directors of the Company. The proceeds from the cash advances were earmarked for the payment of accounting and auditing fees and other expenses required to file the Company’s Form 10-Q. On August 25, 2016, the Company issued a Note to the foregoing lenders, which matures four years from the date of issuance and bears interest at 8% per annum, with a full year of interest accruing in any year in which the advance remains unpaid. In 2016, the Chairman of the Board of Directors of the Company loaned the Company an additional $90,000. On August 25, 2016, the Company issued a Note to the Chairman of the Board. The Note bears interest at 14% per annum effective August 1, 2016 and matures four years from the date of issuance. The proceeds of the loan were used for the payment of Mississippi property taxes and auditing, accounting and other corporate expenses. The principal due under the two foregoing loan arrangements totals $137,500. The Company has filed a second lien on its Mississippi property in favor of the foregoing note holders to secure both principal and interest in the maximum amount of $250,000. The lien is second to the existing first lien on the Mississippi property in the principal amount of $3.85 million. The first lien is held by holders of previously-issued convertible and non-convertible Debentures ($1.85 million in principal) and certain executives and directors ($2 million), as outlined in Note 12. In October 2017, the Company entered into a settlement agreement with a holder of $150,000 of convertible notes, who had filed three lawsuits against the Company. As part of the settlement, the Company agreed to pay legal fees in the amount of $50,000 and issued a four year note at 0% interest to satisfy this obligation. The tables below summarize the Company’s long-term notes payable as of September 30, 2018 and December 31, 2017: September 30, 2018 Principal Amount Amount Due Amount Due Loan Facility Owed Related Parties Others 4 Year 8% secured note $ 47,500 $ 25,000 $ 22,500 4 Year 14% secured note 90,000 90,000 - 4 Year 0% note 50,000 - 50,000 Balance September 30, 2018 $ 187,500 $ 115,000 $ 72,500 December 31, 2017 Principal Amount Amount Due Amount Due Loan Facility Owed Related Parties Others 4 Year 8% secured note $ 47,500 $ 25,000 $ 22,500 4 Year 14% secured note 90,000 90,000 - 2 Year 12.5% secured note (reclassed as currently due September 30,2018) 15,000 - 15,000 2 Year 4%/15% secured note due Chairman (2017) (reclassed as currently due September 30, 2018) 67,628 67,628 - 2 Year 15% secured note due President (reclassed as currently due at September 30, 2018) 20,000 20,000 - 4 Year 0% note 50,000 - 50,000 Balance December 31, 2017 $ 290,128 $ 202,628 $ 87,500

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2018
Related Party Transactions [Abstract]
Related Party Transactions	Note 10. Related Party Transactions As of September 30, 2018, the President of the Company is owed deferred salary in the amount of $2,091,996 and the Vice President and the current Chairman of the Board of Directors of the Company is owed deferred salary in the amount of $121,140. The Board of directors agreed to pay interest at 9% per annum on the foregoing amounts owed. Interest expense under this agreement amounted to $140,594 and $120,584 for the nine months ended September 30, 2018 and 2017, respectively. Total interest accrued under this agreement totaled $825,302 and $640,926 as of September 30, 2018 and 2017, respectively. Effective September 1, 2011, the Company entered into a month-to-month lease with the President and then-Chairman of the Board of Directors of the Company, for office space in a furnished and fully equipped townhouse office building owned by the President in Alexandria, Virginia. The lease calls for monthly base rent in the amount of $4,534 and payment of associated costs of insurance, real estate taxes, utilities and other expenses. Rent expense associated with this lease amounted to base rent in the amount of $40,806 and associated rental costs of $13,833 for a total of $54,639 for the nine months ended September 30, 2018 and base rent in the amount of $40,806 and associated rental costs of $11,188 for a total of $51,994 for the nine months ended September 30, 2017. No payments associated with the base rents were made in the first nine months of 2018. At September 30, 2018 and December 31, 2017, amounts owing for base rent and associated rental costs totaled $228,605 and $173,965, respectively. Directors of the Company are entitled to a director’s fee of $15,000 per year for their services. The Company has been unable to pay directors’ fees to date. A total of $456,250 and $393,750 was due and owing to the Company’s current and former directors as of September 30, 2018 and December 31, 2017, respectively. Directors have previously been compensated and may, in the future, be compensated for their services with cash, common stock, or options to purchase common stock of the Company. See Notes 8, 9 and 12 for other related party transactions.

Effect of Recast on Prior Perio

Effect of Recast on Prior Period Reporting Due to Adoption of ASU 2017-11	9 Months Ended
	Sep. 30, 2018
Accounting Changes and Error Corrections [Abstract]
Effect of Recast on Prior Period Reporting Due to Adoption of ASU 2017-11	Note 11. Effect of Recast on Prior Period Reporting Due to Adoption of ASU 2017-11 The Company elected to adopt the provisions of ASU 2017-11 effective for its December 31, 2017 consolidated financial statements. The effect of the adoption eliminated the fair value presentation for the value of the embedded derivatives included in the convertible terms of the Debentures. In addition, the Company elected the retrospective transition method, whereby results for the three months and nine month periods ending September 30, 2017 were recast to reflect the impact of the adoption for comparability. In addition, since the convertible Debentures are no longer stated at fair value, the related unamortized portion of finance costs incurred at the time of issuance of each Tranche of Debentures is reported as an offset to the stated value of the Debenture. The related amortization of the deferred finance costs is now included in interest expense. Amortization of deferred finance costs to interest expense amounted to $717 and $783 for the non-convertible debenture for the nine months ended September 30, 2018 and 2017, respectively, and $21,217 and $24,705 for convertible debentures for the nine months September 30, 2018 and 2017, respectively. The tables below summarize the effect of the adoption on net loss for the three and nine month periods ending September 30, 2017 Net Net Loss Per Three months ended September 30, 2017 Loss Share Net loss as originally reported $ 20,505 $ .001 (Decrease) increase to net loss: Change in fair value of derivative liability 314,889 Amortization of debt discount (40,834 ) Net loss as adjusted $ 294,560 $ .010 Net Net Loss Per Nine months ended September 30, 2017 Loss Share Net loss as originally reported $ 204,746 $ .010 (Decrease) increase to net loss: Change in fair value of derivative liability 760,691 Amortization of debt discount (102,362 ) Net loss as adjusted $ 863,075 $ .030 The tables below summarize the effect of the adoption on reported interest expense for the three and nine month periods ending September 30, 2017. Amortization of Interest Three Months Ended September 30, 2017 Finance Costs Expense As originally reported $ 8,140 $ 123,376 Reclassification of amortization of finance costs to interest expense (8,140 ) 8,140 As adjusted $ - $ 131,516 Amortization of Interest Nine Months Ended September 30, 2017 Finance Costs Expense As originally reported $ 25,488 $ 344,878 Reclassification of amortization of finance costs to interest expense (25,488 ) 25,488 As adjusted $ - $ 370,366

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 12. Commitments and Contingencies Liens The Company’s obligations under the Collateralized Convertible Senior Debentures are secured by a lien on the Company’s Diamondhead, Mississippi property (the “Investors Lien”). On March 31, 2014, the Company issued $1 million of First Tranche Collateralized Convertible Senior Debentures and, on December 31, 2014, the Company issued $850,000 of Second Tranche Collateralized Convertible Senior Debentures. Thus, on September 26, 2014, a first lien was placed on the Diamondhead Property in favor of the Investors to secure the principal due in the amount of $1,850,000 and interest due thereon. The Investors Lien is in pari passu On December 16, 2016, the Company filed a second lien on the Diamondhead Property in the maximum amount of $250,000 on the Diamondhead property to secure certain notes payable, including notes to related parties, totaling $137,500 in principal and accrued interest incurred. On August 21, 2018, the Company filed a third lien on the Diamondhead Property for up to $400,000 to secure notes issued to the Chairman and President of the Company arising in the third quarter of 2017 and the first three quarters of 2018, as more fully described in Notes 8. Litigation Edson R. Arneault, Kathleen Devlin and James Devlin, J. Steven Emerson, Emerson Partners, J. Steven Emerson Roth IRA, Steven Rothstein, and Barry Stark and Irene Stark v. Diamondhead Casino Corporation (In the United States District Court for the District of Delaware (C.A. No. 1:16-cv-00989-LPS) On October 25, 2016, the above-named Debenture holders filed a Complaint against the Company in the United States District Court for the District of Delaware for monies due and owing pursuant to certain Collateralized Convertible Senior Debentures issued on March 31, 2014 and December 31, 2014. The plaintiffs are seeking $1.4 million, plus interest from January 1, 2015, together with costs and fees. The Company was served with the Complaint on October 31, 2016. On November 21, 2016, the Company filed a motion to dismiss for lack of subject matter jurisdiction due to failure to plead diversity. On February 21, 2017, the plaintiffs filed a motion for leave to amend their complaint based upon declarations of citizenship filed with the court. On September 26, 2017, the motion for leave to amend was granted and the Company’s motion to dismiss was granted in part and denied in part. The Court also granted plaintiffs leave to file a Second Amended Complaint which was filed on October 2, 2017. On October 16, 2017, the Company filed Defendant’s Answer and Affirmative Defenses and Counterclaim. On November 2, 2017, the Plaintiffs filed an Answer to the Counterclaim. The parties have exchanged discovery in the case. On September 27, 2018, the Plaintiffs’ filed a motion for summary judgment. On October 18, 2018, the Company filed its opposition to the motion for summary judgment. On November 8, 2018, the Plaintiffs filed their response to the Company’s opposition. Trial in this matter is currently scheduled for March 22, 2019 . Other On July 26, 2017, the Chairman of the Board of the Company paid $67,628 for all property taxes due, together with all interest due thereon, to Hancock County, Mississippi on an approximate 400-acre tract of land (“the Diamondhead Property”), owned by Mississippi Gaming Corporation, a wholly-owned subsidiary of the Company. The taxes had to be paid by July 31, 2017 to avoid a tax sale. The conditions of the note under which the Chairman agreed to make this payment are discussed in full detail in Note 6 of these condensed consolidated financial statements. Of particular note to those conditions, item (v) calls for the Chairman to be indemnified for any losses sustained on the sale of that common stock sold to cover the above payments. The Chairman has identified the common stock sold and has provided the Company with the documentation required to document the sale of said stock and to calculate the contingent future loss, if any, on said stock. Had the Company paid the note in full at September 30, 2018, in addition to the principal and interest due, the company would have been additionally liable for approximately $273,600 in additional funds to indemnify the Chairman for his lost equity on the stock sale. The Company is currently delinquent in filing those documents and forms required to be filed in connection with its Employee Stock Ownership Plan (“ESOP”) for the year ended December 31, 2017, 2016 and 2015. The Company did not have the funds to pay professionals to prepare, audit and file these documents and forms when due. Although these required filings normally do not result in any tax due to an agency of the government, the Company could be subject to significant penalties for failure to file these forms when due. Penalties are assessed by the Department of Labor on a per diem basis from the original due dates for the required informational filings until the filings are actually made. The Company has accrued $63,900 on the current delinquent filings. The Company intends to bring its ESOP-required filings current and when current, will attempt to enroll in a voluntary compliance program with the Department of Labor with respect to any penalties or fines incurred. However, there can be no assurance the Company will be able to enroll in any such program or obtain a reduction of the fines and penalties that may be due. The Company has not filed its consolidated federal tax return for the years ended December 31, 2017 and 2016. The Company believes no tax is due with that return. Diamondhead Casino Corporation and its two active subsidiaries, Mississippi Gaming Corporation and Casino World, Inc., are delinquent with respect to the filing of their franchise tax annual reports for 2017, 2016 and 2015 with the state of Delaware. Mississippi Gaming Corporation and Casino World, Inc. are also delinquent with respect to the filing of their annual franchise tax returns for the year ended December 31, 2016 and 2017 with the state of Mississippi. The Company has made provision for the expected taxes due on these state filings in their unaudited condensed consolidated financial statements for the nine months ending September 30, 2018 and 2017.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Diamondhead Casino Corporation and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Estimates	Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Land Held for Development	Land Held for Development Land held for development is carried at cost. Costs directly related to site development, such as permitting, engineering, and other costs, are capitalized. Land development costs, which have been capitalized, consist of the following at September 30, 2018 and December 31, 2017: Land held for development $ 4,934,323 Licenses 77,000 Engineering and costs associated with permitting 464,774 Total land held for development $ 5,476,097
Long-Lived Assets	Long-Lived Assets The Company reviews long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the assets to the estimated undiscounted future cash flows projected to be generated by the assets. If such assets are considered impaired, the impairment to be recognized is measured by the amount the carrying value exceeds the fair value of such assets determined by appraisal, discounted cash flow projections, or other means. No impairment existed at September 30, 2018.
Net Loss Per Common Share	Net Loss per Common Share Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding. Common shares outstanding consist of issued shares, including allocated and committed shares held by the ESOP trust, less shares held in treasury. The dilutive securities below do not include 5,055,555 potentially convertible Debentures since the requirements for possible conversion have not yet been met and may never be met. The table below summarizes the components of potential dilutive securities at September 30, 2018 and 2017. September 30, September 30, Description 2018 2017 Convertible Preferred Stock 260,000 260,000 Options to Purchase Common Shares 3,415,000 3,415,000 Private Placement Warrants - 1,036,500 Convertible Promissory Notes 1,925,000 1,925,000 Total 5,600,000 6,636,500
Stock Based Compensation	Stock Based Compensation The Company follows the provisions of ASC Topic 718 “Compensation — Stock Compensation” which requires the measurement and recognition of compensation expense for all share-based payment awards either modified or granted to employees and directors based upon estimated fair values. In the first quarter of 2018, the Board of Directors voted to extend the expiration dates of previously-awarded option grants from March 13, 2018 to December 31, 2020 with respect to the following: i) options previously granted to the President to purchase 750,000 shares of common stock at $0.30 per share, 75,000 shares of common stock at $0.75 per share and 2,000,000 shares of common stock at $0.19 per share; ii) options previously granted to the current Chairman of the Board to purchase 150,000 shares of common stock at $1.25 per share; iii) options previously granted to a Director of the Company to purchase 75,000 shares of common stock at $0.75; and iv) options previously granted to former employees of the Company to purchase a combined total of 65,000 shares of common stock at $0.75 per share. No share-based awards were issued or amended in 2017. In determining the fair value of each option modified, the Black-Scholes option-pricing model, consistent with the provisions of ASC Topic 718, was used. The valuations were determined using the weighted-average assumptions of 0% dividend yield, expected volatility of 103% and a risk-free interest rate of 2.79%. This resulted in a charge to the statement of operations in the amount of $21,570, decreasing the net income per share of common stock $0.001 for the nine months ending September 30, 2018. Option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. The Company uses projected volatility rates, which are based upon historical volatility rates, trended into future years. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s options.
Accounting Pronouncements Adopted in the Prior Years	Accounting Pronouncements Adopted in the Prior Years In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-11 - Earnings per Share (Topic 260); Distinguishing form Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatory Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interest with a Scope Exception. Topic 815, Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. The amendments in Part I of this Update change the classification of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion options) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity-linked classified financial instruments, the amendments require entities that present earnings per share in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and a reduction of income available to common shareholders in basic earnings per share. The Company adopted the provisions of the ASU in its December 31, 2017 consolidated financial statements and elected the retrospective transition method whereby comparative consolidated financial statements for the prior year have been recast to reflect the impact of the adoption for comparability reasons. The effect of the recast on net loss for the three months and nine months periods ended September 30, 2017 is more fully discussed in Note 11. There are no other recently issued accounting standards that are expected to have a material impact on the unaudited condensed consolidated financial position, statements of operations and cash flow.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Schedule of Land Development Cost Capitalized	Land development costs, which have been capitalized, consist of the following at September 30, 2018 and December 31, 2017: Land held for development $ 4,934,323 Licenses 77,000 Engineering and costs associated with permitting 464,774 Total land held for development $ 5,476,097
Schedule of Components of Potential Dilutive Securities	The table below summarizes the components of potential dilutive securities at September 30, 2018 and 2017. September 30, September 30, Description 2018 2017 Convertible Preferred Stock 260,000 260,000 Options to Purchase Common Shares 3,415,000 3,415,000 Private Placement Warrants - 1,036,500 Convertible Promissory Notes 1,925,000 1,925,000 Total 5,600,000 6,636,500

Accounts Payable and Accrued _2

Accounts Payable and Accrued Expenses (Tables)	9 Months Ended
	Sep. 30, 2018
Payables and Accruals [Abstract]
Schedule of Accounts Payable and Accrued Expenses	The table below outlines the elements included in accounts payable and accrued expenses at September 30, 2018 and December 31, 2017: September 30, December 31, Description 2018 2017 Related parties: Accrued payroll due officers $ 2,294,711 $ 2,069,711 Accrued interest due officers and directors 963,372 767,737 Accrued director fees 456,250 393,750 Base rents due to the President 172,040 131,234 Associated rental costs 56,565 42,731 Other 17,308 22,005 Total related parties $ 3,960,246 $ 3,427,168 Non-related parties: Accrued interest $ 1,678,125 $ 1,483,923 Accrued dividends 736,600 660,400 Accrued fines and penalties 63,900 44,350 Other accounts payable and accrued expenses 223,173 235,367 Total non-related parties $ 2,701,798 $ 2,424,040

Convertible Notes and Line of_2

Convertible Notes and Line of Credit (Tables)	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Schedule of Convertible Notes	The table below summarizes the Company’s debt arising from the above-described sources as of September 30, 2018 and December 31, 2017: Principal Amount Due Amount Related Amount Due Loan Facility Owed Parties Others Line of Credit $ 1,000,000 $ - $ 1,000,000 Private Placements: March 1, 2010 475,000 75,000 400,000 October 25, 2010 487,500 - 487,500 Total Private Placements 962,500 75,000 887,500 Total $ 1,962,500 $ 75,000 $ 1,887,500

Short Term Notes and Interest_2

Short Term Notes and Interest Bearing Advance (Tables)	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Schedule of Short Term Notes and Interest Bearing Advance	The table below summarizes the short-term notes and interest bearing advance at September 30, 2018 and December 31, 2017. Interest September 30, December 31, Description of Facility Rate 2018 2017 Property liability insurance financing 13.6 % $ 840 $ - Short term note reclassed from long-term 12.5 % 15,000 - Bank credit facility 11.24% - 24.99 % 16,611 14,299 Interest bearing advance 12.50 % 25,000 25,000 Total short term notes and interest bearing advance $ 57,451 $ 39,299

Long Term Notes Payable (Tables

Long Term Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Schedule of Long Term Notes Payable	The tables below summarize the Company’s long-term notes payable as of September 30, 2018 and December 31, 2017: September 30, 2018 Principal Amount Amount Due Amount Due Loan Facility Owed Related Parties Others 4 Year 8% secured note $ 47,500 $ 25,000 $ 22,500 4 Year 14% secured note 90,000 90,000 - 4 Year 0% note 50,000 - 50,000 Balance September 30, 2018 $ 187,500 $ 115,000 $ 72,500 December 31, 2017 Principal Amount Amount Due Amount Due Loan Facility Owed Related Parties Others 4 Year 8% secured note $ 47,500 $ 25,000 $ 22,500 4 Year 14% secured note 90,000 90,000 - 2 Year 12.5% secured note (reclassed as currently due September 30,2018) 15,000 - 15,000 2 Year 4%/15% secured note due Chairman (2017) (reclassed as currently due September 30, 2018) 67,628 67,628 - 2 Year 15% secured note due President (reclassed as currently due at September 30, 2018) 20,000 20,000 - 4 Year 0% note 50,000 - 50,000 Balance December 31, 2017 $ 290,128 $ 202,628 $ 87,500

Effect of Recast on Prior Per_2

Effect of Recast on Prior Period Reporting Due to Adoption of ASU 2017-11 (Tables)	9 Months Ended
	Sep. 30, 2018
Accounting Changes and Error Corrections [Abstract]
Schedule of Income Restated	The tables below summarize the effect of the adoption on net loss for the three and nine month periods ending September 30, 2017 Net Net Loss Per Three months ended September 30, 2017 Loss Share Net loss as originally reported $ 20,505 $ .001 (Decrease) increase to net loss: Change in fair value of derivative liability 314,889 Amortization of debt discount (40,834 ) Net loss as adjusted $ 294,560 $ .010 Net Net Loss Per Nine months ended September 30, 2017 Loss Share Net loss as originally reported $ 204,746 $ .010 (Decrease) increase to net loss: Change in fair value of derivative liability 760,691 Amortization of debt discount (102,362 ) Net loss as adjusted $ 863,075 $ .030 The tables below summarize the effect of the adoption on reported interest expense for the three and nine month periods ending September 30, 2017. Amortization of Interest Three Months Ended September 30, 2017 Finance Costs Expense As originally reported $ 8,140 $ 123,376 Reclassification of amortization of finance costs to interest expense (8,140 ) 8,140 As adjusted $ - $ 131,516 Amortization of Interest Nine Months Ended September 30, 2017 Finance Costs Expense As originally reported $ 25,488 $ 344,878 Reclassification of amortization of finance costs to interest expense (25,488 ) 25,488 As adjusted $ - $ 370,366

Organization and Business (Deta

Organization and Business (Details Narrative)	Sep. 30, 2018a
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Area of land, owned	400

Liquidity and Going Concern (De

Liquidity and Going Concern (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss applicable to common stockholders	$ 303,908	$ 319,960	$ 1,014,924	$ 939,275
Current liabilities	10,730,783		10,730,783		$ 9,629,460
Cash on hand	4,590	$ 1,291	4,590	$ 1,291	65	$ 17,606
Accumulated deficit	$ 37,694,799		$ 37,694,799		$ 36,679,875

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Dividend yield			0.00%
Expected volatility			103.00%
Risk-free interest rate			2.79%
Stock Based Compensation			$ 21,570
Common stock price per share	$ 0.001		$ 0.001
Employee Stock Option One [Member] | President [Member]
Number of options previously granted to purchase of common stock			750,000
Exercise price of options granted			$ 0.30
Employee Stock Option One [Member] | Chairman of Board [Member]
Number of options previously granted to purchase of common stock			150,000
Exercise price of options granted			$ 1.25
Employee Stock Option One [Member] | Director [Member]
Number of options previously granted to purchase of common stock			75,000
Exercise price of options granted			$ 0.75
Employee Stock Option One [Member] | Former Employees [Member]
Number of options previously granted to purchase of common stock			65,000
Exercise price of options granted			$ 0.75
Employee Stock Option Two [Member] | President [Member]
Number of options previously granted to purchase of common stock			75,000
Exercise price of options granted			$ 0.75
Employee Stock Option Three [Member] | President [Member]
Number of options previously granted to purchase of common stock			2,000,000
Exercise price of options granted			$ 0.19
Convertible Debentures [Member]
Antidilutive securities excluded from computation of earnings per share			5,055,555

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Land Development Cost Capitalized (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Land held for development	$ 5,476,097	$ 5,476,097
Land Held for Development [Member]
Land held for development	4,934,323	4,934,323
Licenses [Member]
Land held for development	77,000	77,000
Engineering and Costs Associated With Permitting [Member]
Land held for development	$ 464,774	$ 464,774

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of Components of Potential Dilutive Securities (Details) - shares	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Accounting Policies [Abstract]
Convertible Preferred Stock	260,000	260,000
Options to Purchase Common Shares	3,415,000	3,415,000
Private Placement Warrants		1,036,500
Convertible Promissory Notes	1,925,000	1,925,000
Total	5,600,000	6,636,500

Accounts Payable and Accrued _3

Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Payables and Accruals [Abstract]
Accrued payroll due officers	$ 2,294,711	$ 2,069,711
Accrued interest due officers and directors	963,372	767,737
Accrued director fees	456,250	393,750
Base rents due to the President	172,040	131,234
Associated rental costs	56,565	42,731
Other	17,308	22,005
Total related parties	3,960,246	3,427,168
Accrued interest	1,678,125	1,483,923
Accrued dividends	736,600	660,400
Accrued fines and penalties	63,900	44,350
Other accounts payable and accrued expenses	223,173	235,367
Total non-related parties	$ 2,701,798	$ 2,424,040

Convertible Notes and Line of_3

Convertible Notes and Line of Credit (Details Narrative) - USD ($)	Oct. 25, 2010	Mar. 01, 2010	Sep. 30, 2018	Dec. 31, 2008	Jan. 31, 2018	Sep. 26, 2014
Line of credit facility, maximum borrowing capacity				$ 1,000,000
Line of credit interest rate				9.00%
Debt instrument, maturity date				Nov. 1, 2012
Debt instrument, face amount			$ 273,600
Debt instrument, interest rate, stated percentage					13.60%	4.00%
Line of Credit [Member]
Number of options awarded			50,000
Share-based compensation arrangement by share-based payment award, options, vested, weighted average grant date fair value			$ 1.75
Line of credit			$ 1,830,984
Line of Credit [Member] | Lender [Member]
Number of options awarded			250,000
Share-based compensation arrangement by share-based payment award, options, vested, weighted average grant date fair value			$ 1.75
Convertible Promissory Note [Member]
Debt outstanding amount			$ 629,794
Convertible Promissory Note [Member] | Two Private Placement [Member]
Note payable			$ 962,500
Convertible Promissory Note [Member] | March 1, 2010 Private Placement [Member]
Debt instrument, face amount		$ 25,000
Debt instrument, interest rate, stated percentage		12.00%
Convertible Promissory Note [Member] | March 1, 2010 Private Placement [Member]
Debt instrument, convertible, number of equity instruments		50,000
Debt instrument, convertible, terms of conversion feature		Convertible into 50,000 shares of common stock of the Company immediately upon issuance at the option of the investor.
Convertible Promissory Note [Member] | October 25, 2010 Private Placement [Member]
Debt instrument, face amount	$ 25,000
Debt instrument, interest rate, stated percentage	9.00%
Debt instrument, convertible, number of equity instruments	50,000
Debt instrument, convertible, terms of conversion feature	Convertible into 50,000 shares of common stock of the Company immediately upon issuance at the option of the investor.

Convertible Notes and Line of_4

Convertible Notes and Line of Credit - Schedule of Convertible Notes (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Convertible notes and line of credit payable	$ 1,962,500	$ 1,962,500
Related Parties [Member]
Convertible notes and line of credit payable	75,000	75,000
Others [Member]
Convertible notes and line of credit payable	1,887,500	1,887,500
Line of Credit [Member]
Convertible notes and line of credit payable	1,000,000	1,000,000
Line of Credit [Member] | Related Parties [Member]
Convertible notes and line of credit payable
Line of Credit [Member] | Others [Member]
Convertible notes and line of credit payable	1,000,000	1,000,000
March 1, 2010 Private Placement [Member] | Convertible Promissory Note [Member]
Convertible notes and line of credit payable	475,000	475,000
March 1, 2010 Private Placement [Member] | Convertible Promissory Note [Member] | Related Parties [Member]
Convertible notes and line of credit payable	75,000	75,000
March 1, 2010 Private Placement [Member] | Convertible Promissory Note [Member] | Others [Member]
Convertible notes and line of credit payable	400,000	400,000
October 25, 2010 Private Placement [Member] | Convertible Promissory Note [Member]
Convertible notes and line of credit payable	487,500	487,500
October 25, 2010 Private Placement [Member] | Convertible Promissory Note [Member] | Related Parties [Member]
Convertible notes and line of credit payable
October 25, 2010 Private Placement [Member] | Convertible Promissory Note [Member] | Others [Member]
Convertible notes and line of credit payable	487,500	487,500
Private Placement [Member]
Convertible notes and line of credit payable	962,500	962,500
Private Placement [Member] | Related Parties [Member]
Convertible notes and line of credit payable	75,000	75,000
Private Placement [Member] | Others [Member]
Convertible notes and line of credit payable	$ 887,500	$ 887,500

Convertible Debentures Payable

Convertible Debentures Payable (Details Narrative) - USD ($)	Mar. 31, 2014	Jul. 31, 2015	Sep. 30, 2018	Dec. 31, 2014	Dec. 31, 2008	Jan. 31, 2018	Sep. 26, 2014
Debt instrument face amount			$ 273,600
Debt instrument, interest rate, stated percentage						13.60%	4.00%
Subscription received in escrow	$ 3,000,000
Proceeds from release of subscriptions	1,000,000
Debt maturity date					Nov. 1, 2012
February 14, 2014 Private Placement [Member] | Convertible Senior Debentures [Member]
Maximum offering amount			3,000,000
Debt instrument face amount			$ 3,000,000
Debt instrument, interest rate, stated percentage			4.00%
Debt instrument, maturity date, description			Mature six years from the date of issuance
February 14, 2014 Private Placement [Member] | Convertible Senior Debentures [Member]
Debt instrument, convertible, conversion price			$ 0.75
February 14, 2014 Private Placement [Member] | Convertible Senior Debentures [Member] | Tranche 1 [Member]
Investors that consented to amended conversion terms, amount of offering			$ 1,000,000
Conversion of debenture into shares of common stock			3,333,333
Debt instrument, convertible, conversion price			$ 0.30
February 14, 2014 Private Placement [Member] | Convertible Senior Debentures [Member] | Tranche 2 [Member]
Investors that consented to amended conversion terms, amount of offering			$ 1,000,000
Conversion of debenture into shares of common stock			2,222,222
Debt instrument, convertible, conversion price			$ 0.45
February 14, 2014 Private Placement [Member] | Convertible Senior Debentures [Member] | Tranche 3 [Member]
Investors that consented to amended conversion terms, amount of offering			$ 1,000,000
Conversion of debenture into shares of common stock			1,818,182
Debt instrument, convertible, conversion price			$ 0.55
February 14, 2014 Private Placement [Member] | Convertible Senior Debentures [Member] | Tranche 3 [Member] | Common Stock [Member]
Conversion of debenture into shares of common stock			1,333,333
First Tranche Debentures [Member]
Debt instrument face amount	$ 1,000,000
Proceeds from issuance of debentures				$ 950,000
Total convertible debentures			$ 950,000
Debt maturity date			Mar. 31, 2020
First Tranche Remaining Debentures [Member]
Conversion of debenture into shares of common stock				3,166,666
Proceeds from issuance of debentures				$ 50,000
Second Tranche Debentures [Member]
Total convertible debentures			$ 850,000
Debt maturity date			Dec. 31, 2020
Second Tranche Debentures [Member] | Second Closing [Member]
Conversion of debenture into shares of common stock				1,888,889
Proceeds from release of subscriptions				$ 850,000
Proceeds from issuance of debentures				850,000
Investors that did not consent to amended conversion terms, amount of offering				$ 300,000
Third Tranche Debentures [Member]
Number of debentures returned		$ 850,000
Total convertible debentures			$ 50,000
Debt maturity date			Mar. 31, 2020
Convertible Debentures [Member]
Total convertible debentures			$ 1,850,000

Short Term Notes and Interest_3

Short Term Notes and Interest Bearing Advance (Details Narrative) - USD ($)	Jun. 09, 2017	Feb. 02, 2017	Jan. 31, 2018	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2008	Dec. 31, 2017	Sep. 26, 2014
Financed premium liability insurance amount			$ 2,946
Debt monthly installments of principal and interest			$ 286
Debt interest rate			13.60%					4.00%
Short term note				$ 840
Proceeds from notes payable					$ 15,000
Debt instrument, maturity date						Nov. 1, 2012
Line of credit facility, maximum borrowing capacity						$ 1,000,000
Short term borrowings				$ 57,451			$ 39,299
Lender [Member]
Increase in interest rate per annum				3.00%
Unrelated Third Party [Member]
Debt interest rate		12.50%
Debt instrument, maturity date		Dec. 31, 2017
Short term borrowings		$ 25,000
Promissory Note [Member]
Debt interest rate	12.50%
Proceeds from notes payable	$ 15,000
Debt instrument, maturity date	Jun. 9, 2019
Bank Credit Facility [Member]
Line of credit facility, maximum borrowing capacity				$ 15,000
Short term borrowings				$ 16,611			$ 14,299
Bank Credit Facility [Member] | Minimum [Member]
Debt interest rate				11.24%
Bank Credit Facility [Member] | Maximum [Member]
Debt interest rate				24.99%

Short Term Notes and Interest_4

Short Term Notes and Interest Bearing Advance - Schedule of Short Term Notes and Interest Bearing Advance (Details) - USD ($)	Sep. 30, 2018	Jan. 31, 2018	Dec. 31, 2017	Sep. 26, 2014
Interest Rate		13.60%		4.00%
Total short term notes and interest bearing advance	$ 57,451		$ 39,299
Property Liability Insurance Financing [Member]
Interest Rate	13.60%
Total short term notes and interest bearing advance	$ 840
Short Term Note Reclassed from Long-Term [Member]
Interest Rate	12.50%
Total short term notes and interest bearing advance	$ 15,000
Bank Credit Facility [Member]
Total short term notes and interest bearing advance	$ 16,611		14,299
Bank Credit Facility [Member] | Minimum [Member]
Interest Rate	11.24%
Bank Credit Facility [Member] | Maximum [Member]
Interest Rate	24.99%
Interest Bearing Advance [Member]
Interest Rate	12.50%
Total short term notes and interest bearing advance	$ 25,000		$ 25,000

Notes Payable Due To Related Pa

Notes Payable Due To Related Parties (Details Narrative)

Aug. 21, 2018USD ($)

Jun. 30, 2018USD ($)

Jul. 26, 2017USD ($)a

Jul. 24, 2017USD ($)

Mar. 31, 2018USD ($)

Sep. 30, 2018USD ($)a

Sep. 30, 2017USD ($)

Dec. 31, 2016USD ($)

Jan. 31, 2018

Dec. 31, 2017USD ($)

Jun. 09, 2017

Aug. 25, 2016

Sep. 26, 2014

Dec. 31, 2008USD ($)

Area of land, owned | a

400

Debt instrument, interest rate, stated percentage

13.60%

4.00%

Proceeds from related parties

$ 162,773

$ 75,849

Credit facilities, maximum amount

$ 1,000,000

Debt instrument, face amount

273,600

Notes payable to officers and directors

250,401

Promissory Note [Member]

Debt instrument, interest rate, stated percentage

12.50%

Three Promissory Notes [Member]

Secured promissory note

$ 400,000

President [Member]

Debt instrument, interest rate, stated percentage

9.00%

Secured obligation

$ 100,000

Proceeds from related parties

$ 20,000

Due from officers

$ 32,773

20,000

Incurred expenses

15,000

President [Member] | Loan One [Member]

Loan amount

$ 25,000

25,000

President [Member] | Loan Two [Member]

Loan amount

15,000

15,000

President [Member] | Two Loans [Member]

Credit facilities, maximum amount

$ 15,000

President [Member] | Third Lien [Member]

Loan amount

$ 100,000

Chairman [Member]

Debt instrument, interest rate, stated percentage

15.00%

Due from officers

150,000

Debt instrument, face amount

$ 200,000

Terms on advances from chairman description

(i) the advance constitutes a lien on the Diamondhead Property with interest at 15% per annum; (ii) that the full interest of 15% per annum is payable during any calendar year in which all or part of the amount advanced is due and owing or interest due thereon remains unpaid; (iii) that this debt be evidenced by a separate promissory note and is to be included in and secured with a third lien that is to be placed on the Diamondhead Property to secure previous advances made to the Company (hereafter "the Third Lien"); (iv) that he be indemnified for any losses sustained on the sale of his common stock in an unrelated publicly-traded company to be sold to cover this advance based on a sales price of approximately $2.80 per share with a cap on the maximum loss per share to be at a sales price of $10.00 per share; and (v) that the Chairman's previous indemnification approved by the Board of Directors on July 24, 2017 with respect to any loss on the sale of the same stock also be capped at a maximum of $10.00 per share. The Chairman will provide the Company with the documentation required to document the sale of said stock and to calculate the losses on said stock for all amounts loaned to the Company from the sale of said stock.

Maximum [Member] | President [Member]

Secured promissory note

$ 100,000

Maximum [Member] | Board of Directors [Member]

Proceeds from related parties

$ 100,000

Related party transaction, terms and manner of settlement

Interest of 15% per annum on the amount advanced and owing and that the full 15% interest per annum is payable during any calendar year in which all or part of the amount advanced and owing or interest due thereon remains unpaid; (ii) the obligation in the maximum principal amount of $100,000 with interest due thereon be treated as a secured debt of the Company, to be evidenced by a separate note and to be secured with a separate lien to be placed on the Diamondhead Property ("the Third Lien") together with the Chairman's Third Lien, as well as a first lien to be placed on the residential lot owned by the Company; (iii) that the Third Lien on the Diamondhead Property also include the two loans ($25,000 and $15,000) and interest due thereon and credit facilities in the maximum amount of $15,000; and (iv) that the foregoing will be treated as advances to be paid out of any subsequent incoming financing obtained by the Company or any amounts recovered by the Company from a defendant in that collection action brought by the Company in the Circuit Court of Montgomery County, Maryland (Case No. 426962-V).

Payable During any Calendar Year [Member]

Debt instrument, interest rate, stated percentage

11.00%

Chairman of the Board of Directors [Member]

Increase (decrease) in property and other taxes payable

$ 67,628

Debt instrument, interest rate, stated percentage

14.00%

Proceeds from related parties

$ 90,000

Chairman [Member]

Secured obligation

100,000

Chairman [Member] | Promissory Note [Member]

Secured obligation

$ 200,000

Chairman [Member] | Maximum [Member]

Secured promissory note

100,000

Chairman [Member] | Maximum [Member] | Promissory Note [Member]

Secured promissory note

$ 200,000

Chairman of Board [Member] | Three Promissory Notes [Member]

Secured promissory note

300,000

President [Member] | Three Promissory Notes [Member]

Secured promissory note

$ 100,000

Mississippi Property [Member]

Area of land, owned | a

400

Long Term Notes Payable (Detail

Long Term Notes Payable (Details Narrative) - USD ($)	Dec. 16, 2016	Oct. 31, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2016	Jan. 31, 2018	Aug. 25, 2016	Sep. 26, 2014
Debt instrument, interest rate, stated percentage						13.60%		4.00%
Proceeds from related parties			$ 162,773	$ 75,849
Debt instrument, face amount			273,600
Convertible Notes [Member] | Note Holder [Member]
Debt instrument, interest rate, stated percentage		0.00%
Debt instrument, face amount		$ 150,000
Legal fees		$ 50,000
Debt instrument term		4 years
Chairman of the Board of Directors [Member]
Debt instrument, interest rate, stated percentage							14.00%
Proceeds from related parties					$ 90,000
Long-Term Notes Payable [Member] | Seven Lenders [Member]
Due from related parties					47,500
Debt instrument, interest rate, stated percentage							8.00%
Long-Term Notes Payable [Member] | Three Current Directors [Member]
Due from related parties					$ 25,000
Notes Payable Principal Due [Member]
Debt instrument, face amount	$ 137,500
Notes Payable Principal Due [Member] | Mississippi Property [Member]
Debt instrument, face amount			137,500
Notes Payable Principal Due [Member] | Mississippi Property [Member] | Second Lien [Member]
Lien amount	$ 250,000		250,000
Notes Payable Principal Due [Member] | Mississippi Property [Member] | First Lien [Member]
Lien amount			3,850,000
Notes Payable Principal Due [Member] | Convertible and Non-Convertible Debenture Holders [Member] | Mississippi Property [Member] | First Lien [Member]
Lien amount			1,850,000
Notes Payable Principal Due [Member] | Executives and Directors [Member] | Mississippi Property [Member] | First Lien [Member]
Lien amount			$ 2,000,000

Long Term Notes Payable - Sched

Long Term Notes Payable - Schedule of Long Term Notes Payable (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Principal Amount Owed	$ 187,500	$ 290,128
Amount Due Related Parties	115,000	202,628
Amount Due Others	72,500	87,500
4 Year 8% Secured Note [Member]
Principal Amount Owed	47,500	47,500
Amount Due Related Parties	25,000	25,000
Amount Due Others	22,500	22,500
4 Year 14% Secured Note [Member]
Principal Amount Owed	90,000	90,000
Amount Due Related Parties	90,000	90,000
Amount Due Others
4 Year 0% Secured Note [Member]
Principal Amount Owed	50,000	50,000
Amount Due Related Parties
Amount Due Others	$ 50,000	50,000
2 Year 12.5% Secured Note [Member]
Principal Amount Owed		15,000
Amount Due Related Parties
Amount Due Others		15,000
2 Year 4%/15% Secured Note [Member] | Board of Directors Chairman 2017 [Member]
Principal Amount Owed		67,628
Amount Due Related Parties		67,628
Amount Due Others
2 Year 15% Secured Note [Member] | President [Member]
Principal Amount Owed		20,000
Amount Due Related Parties		20,000
Amount Due Others

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Jan. 31, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Sep. 26, 2014
Accrued payroll due officers			$ 2,294,711		$ 2,069,711
Debt instrument, interest rate, stated percentage	13.60%					4.00%
Interest expense		$ 131,516		$ 370,366
Accrued interest			1,678,125		1,483,923
Debt instrument, periodic payment	$ 286
Accrued directors fees			456,250		393,750
Office Space Lease [Member]
Debt instrument, periodic payment			4,534
Base rent expense			40,806	40,806
Associated rental costs			13,833	11,188
Operating leases, rent expense, net			54,639	51,994
President [Member]
Accrued payroll due officers			$ 2,016,996
Debt instrument, interest rate, stated percentage			9.00%
Accrued rent			$ 228,605		$ 173,965
Vice President and Current Chairman of Board of Directors [Member]
Accrued payroll due officers			121,140
Management [Member]
Interest expense			140,594	120,584
Accrued interest		$ 640,926	825,302	$ 640,926
Director [Member]
Directors fees			$ 15,000

Effect of Recast on Prior Per_3

Effect of Recast on Prior Period Reporting Due to Adoption of ASU 2017-11 (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Non-Convertible Debenture [Member]
Amortization of deferred charges	$ 717	$ 783
Convertible Debenture [Member]
Amortization of deferred charges	$ 21,217	$ 24,705

Effect of Recast on Prior Per_4

Effect of Recast on Prior Period Reporting Due to Adoption of ASU 2017-11 - Schedule of Income Restated (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Net loss	$ 278,508	$ 294,560	$ 938,724	$ 863,075
Net loss per share	$ .01	$ 0.010	$ .03	$ .03
Amortization of Finance Costs
Interest Expense		131,516		370,366
Previously Reported [Member]
Net loss		$ 20,505		$ 204,746
Net loss per share		$ 0.001		$ .010
Amortization of Finance Costs		$ 8,140		$ 25,488
Interest Expense		123,376		344,878
Restatement Adjustment [Member]
Change in fair value of derivative liability		314,889		760,691
Amortization of debt discount		(40,834)		(102,362)
Amortization of Finance Costs		(8,140)		(25,488)
Interest Expense		$ 8,140		$ 25,488

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	Aug. 21, 2018USD ($)	Jul. 26, 2017USD ($)a	Dec. 16, 2016USD ($)	Sep. 26, 2014USD ($)	Sep. 30, 2018USD ($)a	Mar. 31, 2018USD ($)	Dec. 31, 2014USD ($)	Mar. 31, 2014USD ($)
Debt instrument, face amount					$ 273,600
Loss contingency, damages sought, value					$ 1,400,000
Area of land, owned | a					400
Employee stock ownership plan penalties					$ 63,900
Notes Payable Principal Due [Member]
Debt instrument, face amount			$ 137,500
Mississippi Property [Member]
Area of land, owned | a		400
Mississippi Property [Member] | Notes Payable Principal Due [Member]
Debt instrument, face amount					137,500
Mississippi Property [Member] | Notes Payable Principal Due [Member] | Second Lien [Member]
Lien amount			$ 250,000		250,000
Chairman and President [Member] | Diamondhead Property [Member]
Secured promissory note	$ 400,000
Chairman [Member]
Debt instrument, face amount						$ 200,000
Chairman [Member] | Diamondhead Property [Member]
Real estate tax		$ 67,628
Area of land, owned | a		400
Collateralized Convertible Senior Debentures [Member] | Investors Lien [Member] | Mississippi Property [Member]
Lien amount				$ 1,850,000
Collateralized Convertible Senior Debentures [Member] | Executives Lien [Member] | Mississippi Property [Member]
Lien amount					$ 2,000,000
Collateralized Convertible Senior Debentures [Member] | Tranche 1 [Member] | Investors Lien [Member]
Debt instrument, face amount								$ 1,000,000
Collateralized Convertible Senior Debentures [Member] | Tranche 2 [Member] | Investors Lien [Member]
Debt instrument, face amount							$ 850,000