Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 0-17529 | |
Entity Registrant Name | DIAMONDHEAD CASINO CORPORATION | |
Entity Central Index Key | 0000844887 | |
Entity Tax Identification Number | 59-2935476 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1013 Princess Street | |
Entity Address, City or Town | Alexandria | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22314 | |
City Area Code | 703 | |
Local Phone Number | 683-6800 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 36,297,576 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 2,057 | $ 55,885 |
Total current assets | 2,057 | 55,885 |
Land (Note 3) | 5,476,097 | 5,476,097 |
Other assets | 80 | 80 |
Total assets | 5,478,234 | 5,532,062 |
Current liabilities: | ||
Accounts payable and accrued expenses due related parties (Note 4) | $ 7,971,046 | $ 7,462,182 |
Accounts Payable, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Accounts payable and accrued expenses - others (Note 4) | $ 5,217,247 | $ 4,918,538 |
Convertible notes and line of credit payable (Note 5) | 1,962,500 | 1,962,500 |
Debenture payable (Note 6) | 50,000 | 50,000 |
Convertible debenture payable (Note 6) | 1,800,000 | 1,800,000 |
Short term notes and interest bearing advance (Note 7) | 80,504 | 80,504 |
Notes payable due related parties (net of unamortized debt discount of $12,767 and $0, respectively) (Note 8) | $ 732,884 | $ 720,651 |
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Notes payable due others (net of unamortized debt discount of $0 and $24,937, respectively) (Note 9) | $ 557,498 | $ 532,563 |
Total liabilities | 18,371,679 | 17,526,938 |
Commitments and contingencies (Notes 3 and 11) | ||
Stockholders’ deficit: | ||
Preferred stock, $0.01 par value; shares authorized 5,000,000, outstanding 2,086,000 at June 30, 2023 and December 31, 2022 (aggregate liquidation preference of $2,519,080 at June 30, 2023 and December 31, 2022) | 20,860 | 20,860 |
Common stock, $0.001 par value; shares authorized 50,000,000, issued: 39,052,472 at June 30, 2023 and December 31 2022, outstanding: 36,297,576 at June 30, 2023 and December 31, 2022 | 39,052 | 39,052 |
Additional paid-in capital | 36,139,578 | 36,122,078 |
Unearned ESOP shares | (2,609,264) | (2,609,264) |
Accumulated deficit | (46,267,444) | (45,351,375) |
Treasury stock, at cost, 1,004,886 shares at June 30, 2023 and December 31, 2022 | (216,227) | (216,227) |
Total stockholders’ deficit | (12,893,445) | (11,994,876) |
Total liabilities and stockholders’ deficit | $ 5,478,234 | $ 5,532,062 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Debt instrument unamortized discount | $ 12,767 | $ 0 |
Debt instrument unamortized discount premium net | $ 0 | $ 24,937 |
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 2,086,000 | 2,086,000 |
Preferred stock liquidation preference value | $ 2,519,080 | $ 2,519,080 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 39,052,472 | 39,052,472 |
Common stock, shares outstanding | 36,297,576 | 36,297,576 |
Treasury stock, shares | 1,004,886 | 1,004,886 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
COSTS AND EXPENSES | ||||
Administrative and general | $ 183,015 | $ 184,195 | $ 383,308 | $ 368,179 |
Other | 16,912 | 16,911 | 33,824 | 34,274 |
Total costs and expenses | 199,927 | 201,106 | $ 417,132 | $ 402,453 |
Interest expense: | ||||
Related parties | $ 98,481 | $ 93,099 | ||
Interest Expense, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | Related Party [Member] | Related Party [Member] |
Other | $ 68,904 | $ 93,371 | $ 177,953 | $ 203,305 |
Total other expense | 167,385 | 186,470 | 448,137 | 456,645 |
NET LOSS | (367,312) | (387,576) | (865,269) | (859,098) |
PREFERRED STOCK DIVIDENDS | (25,400) | (25,400) | (50,800) | (50,800) |
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS | $ (392,712) | $ (412,976) | $ (916,069) | $ (909,898) |
Weighted average common shares outstanding - basic | 36,297,576 | 36,297,576 | 36,297,576 | 36,297,576 |
Weighted average common shares outstanding - diluted | 36,297,576 | 36,297,576 | 36,297,576 | 36,297,576 |
Net loss per common share - basic | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.03) |
Net loss per common share - diluted | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.03) |
Related Party [Member] | ||||
Interest expense: | ||||
Related parties | $ 270,184 | $ 253,340 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Balance | $ (12,500,733) | $ (11,994,876) | $ (10,568,493) | $ (10,147,051) | $ (11,994,876) | $ (10,147,051) |
Common stock to be issued in connection with notes payable – related parties | 17,500 | 64,000 | ||||
Stock-based compensation | 11,480 | |||||
Dividends | (25,400) | (25,400) | (25,400) | (25,400) | ||
Net loss | (367,312) | (497,957) | (387,576) | (471,522) | (865,269) | (859,098) |
Debt discount | 34,000 | |||||
Balance | (12,893,445) | (12,500,733) | (10,947,469) | (10,568,493) | (12,893,445) | (10,947,469) |
Preferred Stock [Member] | ||||||
Balance | $ 20,860 | $ 20,860 | $ 20,860 | $ 20,860 | $ 20,860 | $ 20,860 |
Balance, shares | 2,086,000 | 2,086,000 | 2,086,000 | 2,086,000 | 2,086,000 | 2,086,000 |
Common stock to be issued in connection with notes payable – related parties | ||||||
Stock-based compensation | ||||||
Dividends | ||||||
Net loss | ||||||
Debt discount | ||||||
Balance | $ 20,860 | $ 20,860 | $ 20,860 | $ 20,860 | $ 20,860 | $ 20,860 |
Balance, shares | 2,086,000 | 2,086,000 | 2,086,000 | 2,086,000 | 2,086,000 | 2,086,000 |
Common Stock [Member] | ||||||
Balance | $ 39,052 | $ 39,052 | $ 39,052 | $ 39,052 | $ 39,052 | $ 39,052 |
Balance, shares | 39,052,472 | 39,052,472 | 39,052,472 | 39,052,472 | 39,052,472 | 39,052,472 |
Common stock to be issued in connection with notes payable – related parties | ||||||
Stock-based compensation | ||||||
Dividends | ||||||
Net loss | ||||||
Debt discount | ||||||
Balance | $ 39,052 | $ 39,052 | $ 39,052 | $ 39,052 | $ 39,052 | $ 39,052 |
Balance, shares | 39,052,472 | 39,052,472 | 39,052,472 | 39,052,472 | 39,052,472 | 39,052,472 |
Additional Paid-in Capital [Member] | ||||||
Balance | $ 36,139,578 | $ 36,122,078 | $ 36,176,453 | $ 36,100,973 | $ 36,122,078 | $ 36,100,973 |
Common stock to be issued in connection with notes payable – related parties | 17,500 | 64,000 | ||||
Stock-based compensation | 11,480 | |||||
Dividends | ||||||
Net loss | ||||||
Debt discount | 34,000 | |||||
Balance | 36,139,578 | 36,139,578 | 36,210,453 | 36,176,453 | 36,139,578 | 36,210,453 |
Unearned ESOP [Member] | ||||||
Balance | $ (2,609,264) | $ (2,609,264) | $ (2,727,866) | $ (2,727,866) | $ (2,609,264) | $ (2,727,866) |
Balance, shares | 1,750,010 | 1,750,010 | 1,829,555 | 1,829,555 | 1,750,010 | 1,829,555 |
Common stock to be issued in connection with notes payable – related parties | ||||||
Stock-based compensation | ||||||
Dividends | ||||||
Net loss | ||||||
Debt discount | ||||||
Balance | $ (2,609,264) | $ (2,609,264) | $ (2,727,866) | $ (2,727,866) | $ (2,609,264) | $ (2,727,866) |
Balance, shares | 1,750,010 | 1,750,010 | 1,829,555 | 1,829,555 | 1,750,010 | 1,829,555 |
Retained Earnings [Member] | ||||||
Balance | $ (45,874,732) | $ (45,351,375) | $ (43,890,992) | $ (43,394,070) | $ (45,351,375) | $ (43,394,070) |
Common stock to be issued in connection with notes payable – related parties | ||||||
Stock-based compensation | ||||||
Dividends | (25,400) | (25,400) | (25,400) | (25,400) | ||
Net loss | (367,312) | (497,957) | (387,576) | (471,522) | ||
Debt discount | ||||||
Balance | (46,267,444) | (45,874,732) | (44,303,968) | (43,890,992) | (46,267,444) | (44,303,968) |
Treasury Stock, Common [Member] | ||||||
Balance | $ (216,227) | $ (216,227) | $ (186,000) | $ (186,000) | $ (216,227) | $ (186,000) |
Balance, shares | 1,004,886 | 1,004,886 | 925,341 | 925,341 | 1,004,886 | 925,341 |
Common stock to be issued in connection with notes payable – related parties | ||||||
Stock-based compensation | ||||||
Dividends | ||||||
Net loss | ||||||
Debt discount | ||||||
Balance | $ (216,227) | $ (216,227) | $ (186,000) | $ (186,000) | $ (216,227) | $ (186,000) |
Balance, shares | 1,004,886 | 1,004,886 | 925,341 | 925,341 | 1,004,886 | 925,341 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (865,269) | $ (859,098) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization | 32,168 | 81,768 |
Stock-based compensation | 11,480 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses - related parties | 458,064 | 426,161 |
Accounts payable and accrued expenses - other | 298,709 | 224,157 |
Net cash used in operating activities | (76,328) | (115,533) |
Cash flows from financing activities: | ||
Proceeds from note payable - others | 130,000 | |
Proceeds from non-interest bearing advances from related parties | 22,500 | |
Repayments to notes payable issued to related parties | (15,104) | |
Net cash provided by financing activities | 22,500 | 114,896 |
Net decrease in cash | (53,828) | (637) |
Cash at beginning of period | 55,885 | 82,091 |
Cash at end of period | 2,057 | 81,454 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Supplemental disclosure of non-cash financing activities: | ||
Common stock to be issued in connection with notes payable - related parties | 17,500 | 98,000 |
Unpaid preferred stock dividends in accounts payable and accrued expenses | $ 50,800 | $ 50,800 |
Organization and Business
Organization and Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Note 1. Organization and Business Diamondhead Casino Corporation (the “Company”) owns, through its wholly-owned subsidiary, Mississippi Gaming Corporation, an approximate 400-acre undeveloped property located at 7051 Interstate 10, Diamondhead, Mississippi 39525 (hereafter “the Diamondhead Property” or “the Property”). The Company’s intent was and is to construct a casino resort and other amenities on the Property unilaterally or in conjunction with one or more joint venture partners. However, the Company has been unable, to date, to obtain financing to move the project forward and/or enter into a joint venture partnership. There can be no assurance that the substantial funds required for the design and construction of the project can be obtained or that such funds can be obtained on acceptable terms. In addition, the Company has been unable to obtain financing to sustain the Company. Due to its lack of financial resources, the Company was forced to explore other alternatives, including a sale of part or all of the Property. The Company’s preference is to sell only part of the Property inasmuch as this would appear to be in the best interest of the stockholders of the Company. However, there can be no assurance the Company will be able to sell only part of the Property. The Company intends to continue to pursue a joint venture partnership and/or other financing while seeking a viable purchaser for part or all of the Property. Finally, there can be no assurance that if the requisite financing for the project were obtained and the project were constructed, that the project would be successful. |
Liquidity and Going Concern
Liquidity and Going Concern | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | Note 2. Liquidity and Going Concern These unaudited condensed consolidated financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses over the past several years, has no operations, generates no operating revenues, and as reflected in the accompanying unaudited condensed consolidated financial statements, incurred a net loss applicable to common stockholders of $ 916,069 909,898 46,267,444 The Company has had no operations since it ended its gambling cruise ship operations in 2000. Since that time, the Company has concentrated its efforts on the development of its Diamondhead, Mississippi property. That development is dependent upon the Company obtaining the necessary capital, through either equity and/or debt financing, unilaterally or in conjunction with one or more partners, to master plan, design, obtain permits for, construct, open, and operate a casino resort. In the past, in order to raise capital to continue to pay on-going costs and expenses, the Company has borrowed funds, through Private Placements of convertible instruments as well as through other secured notes which are more fully described in Notes 5 through 9 to these unaudited condensed consolidated financial statements. The Company is in default with respect to payment of both principal and interest under the terms of most of these instruments. In addition, at June 30, 2023, the Company had $ 13,188,293 2,057 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 | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements and, in our opinion, reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the six months ended June 30, 2023, are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2022, attached to our annual report on Form 10-K. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Diamondhead Casino Corporation and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Land Land held for development is carried at cost. Costs directly related to site development, such as licensing, permitting, engineering, and other costs, are capitalized. Land development costs, which have been capitalized, consist of the following at June 30, 2023 and December 31, 2022: Schedule of Land Development Cost Capitalized Land $ 4,934,323 Licenses 77,000 Engineering and costs associated with permitting 464,774 $ 5,476,097 Fair Value Measurements The Company follows the provisions of ASC Topic 820 “Fair Value Measurements” for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. The standard discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The standard utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Input other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable input that reflects management’s own assumptions. Financial instruments included in current assets and liabilities are reported at carrying value in the unaudited condensed consolidated balance sheets, which approximate fair value due to their short-term nature. Long-Lived Assets The Company reviews long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The recoverability of long-lived assets is measured by comparing the carrying amount of the assets to the estimated undiscounted future cash flows projected to be generated by the assets. If such assets are considered impaired, the impairment to be recognized is measured by the amount the carrying value exceeds the fair value of such assets determined by appraisal, discounted cash flow projections, or other means. As of June 30, 2023, there was a triggering event due to recurring losses and an impairment test was conducted. However, the fair value of the long-lived assets exceeded the carrying value and the Company determined that no impairment existed at June 30, 2023. Net Loss per Common Share Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share is calculated by using the weighted average number of common shares outstanding, plus other potentially dilutive securities. Potentially dilutive securities are excluded from the computation of diluted loss per shares since their effect would be antidilutive. Common shares outstanding consist of issued shares, including allocated and committed shares held by the ESOP trust, less shares held in treasury. Common shares outstanding excludes the 910,000 35,000 5,055,555 The table below summarizes the components of potential dilutive securities at June 30, 2023 and 2022. Schedule of Components of Potential Dilutive Securities Description 2023 2022 June 30, Description 2023 2022 Convertible Preferred Stock 260,000 260,000 Options to Purchase Common Shares 4,555,000 4,555,000 Total 4,815,000 4,815,000 Recently Adopted Accounting Pronouncements In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841) Recently Issued Accounting Pronouncements Not Yet Adopted On March 27, 2023, the FASB issued ASU 2023-01, which amends certain provisions of ASC 842 that apply to arrangements between related parties under common control. Specifically, the ASU: ● Offers private companies, as well as not-for-profit entities that are not conduit bond obligors, a practical expedient that gives them the option of using the written terms and conditions of a common-control arrangement when determining whether a lease exists and the subsequent accounting for the lease, including the lease’s classification ● Amends the accounting for leasehold improvements in common-control arrangements for all entities. The ASU is effective for fiscal years beginning after December 15, 2023. The Company has not completed its assessment of the standard, but does not expect the adoption to have a material impact on the Company’s unaudited condensed consolidated financial position, results of operations, or cash flows. No other recent accounting pronouncements were issued by FASB that are believed by management to have a material impact on the Company’s present or future financial statements. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 4 Accounts Payable and Accrued Expenses The table below outlines the elements included in accounts payable and accrued expenses at June 30, 2023 and December 31, 2022: Schedule of Accounts Payable and Accrued Expenses June 30, December 31, 2023 2022 Related parties: Accrued payroll due officers $ 3,719,711 $ 3,569,711 Accrued interest due officers and directors 2,738,027 2,467,844 Accrued director fees 883,750 838,750 Base rents due to the President 430,480 403,274 Associated rental costs 181,770 165,295 Other 17,308 17,308 Total related parties $ 7,971,046 $ 7,462,182 Non-related parties: Accrued interest $ 3,006,858 $ 2,841,520 Accrued dividends 1,219,200 1,168,400 Accrued fines and penalties 507,925 444,875 Other 483,264 463,743 Total non-related parties $ 5,217,247 $ 4,918,538 |
Convertible Notes and Line of C
Convertible Notes and Line of Credit | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Notes And Line Of Credit | |
Convertible Notes and Line of Credit | Note 5. Convertible Notes and Line of Credit Line of Credit In 2008, the Company entered into an agreement with an unrelated third party for an unsecured Line of Credit up to a maximum of $ 1,000,000 9 November 1, 2012 50,000 1.75 250,000 1.75 2,257,806 2,213,422 Convertible Notes The Convertible Notes issued pursuant to the two Private Placements discussed above total $ 962,500 486,796 962,500 1,095,891 1,043,547 The table below summarizes the Company’s debt arising from the above-described sources as of June 30, 2023 and December 31, 2022: Schedule of Convertible Notes Payable June 30, 2023 December 31, 2022 Private placements - March 1, 2010* $ 475,000 $ 475,000 Private placements - October 25, 2010 487,500 487,500 $ 962,500 $ 962,500 * Of the 2010 placements above, $ 75,000 |
Convertible Debentures
Convertible Debentures | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Debentures | Note 6. Convertible Debentures Pursuant to a Private Placement Memorandum dated February 14, 2014 (the “Private Placement”), the Company offered up to a maximum of $ 3,000,000 3,000,000 4 matured six years from the date of issuance (a) $ 1,000,000 3,333,333 .30 (b) $ 1,000,000 2,222,222 .45 (c) $ 1,000,000 1,818,182 1,333,333 .55 .75 The conversion rights on each issued Debenture carried an Anti-Dilution Provision. If the Company issued any shares of Common Stock or other securities after March 31, 2014 at a price per security that was less than the conversion price of a Debenture, then the Debenture would have had a new conversion price equal to the price per security that was less than the Conversion Price of the Debenture. The foregoing provision did not apply to the following: (a) The issuance of any of the other Debentures in the Offering or the issuance of shares of Common Stock upon conversion of any of the Debentures in the Offering. (b) The issuance of any shares of Common Stock if such issuance relates to an agreement, arrangement or grant to issue shares of Common Stock entered into by the Company prior to the Issue Date of the First Tranche Debentures in the Offering, including but not limited to, for example, previously issued convertible promissory notes, previously issued warrants, previously issued options to purchase Common Stock, or common stock vested or to be issued pursuant to a pre-existing Employee Stock Ownership Plan. The Anti-Dilution Provisions with respect to a Debenture terminate the earlier of (a) the date (if ever) the Company receives an “Approval to Proceed” from the Mississippi Gaming Commission to develop a casino/hotel on the Property, (b) the date on which the Debenture is converted in full, (c) the date on which the Debenture is paid in full, or (d) the Final Maturity Date of the Debenture (as defined in the Debenture). Since the issuance of the Debentures, there have been no events that would trigger the above anti-dilution provisions. The First Tranche Debentures were issued on March 31, 2014. The Final Maturity Date of the First Tranche Debentures was six years from the issuance date of the Debentures, or March 31, 2020. Therefore, the anti-dilution provisions of the First Tranche Debentures have expired. The Second Tranche Debentures were issued on December 31, 2014. The Final Maturity Date of the Second Tranche Debentures was six years from the issuance date of the Debentures, or December 31, 2020. Therefore, the anti-dilution provisions of the Second Tranche Debentures have expired. When originally issued, in the event the Company failed to meet the conditions for conversion of the Debentures, the First Tranche Convertible Debentures, which total $ 950,000 850,000 50,000 427,081 On or about October 25, 2016, certain Debenture holders sued the Company for failing to make payments due under the terms of the Debentures. On or about December 12, 2019, the parties entered into a Settlement Agreement and on January 13, 2020, the parties filed a Stipulation of Voluntary Dismissal with Prejudice in the case. The case was dismissed with the Court maintaining continuing jurisdiction over the Settlement Agreement. In or about December 2022, the parties entered into an Amendment to Settlement Agreement. The Amendment provides, in pertinent part, as follows: that on or before March 31, 2023, the Plaintiffs would be paid the principal due under their debentures of $ 1.5 million, plus interest of four percent ( 4 %) per annum on the principal due from January 1, 2015 through December 31, 2019, plus interest of six percent ( 6 %) per annum on the principal due from January 1, 2020 through March 31, 2022, plus interest of eight percent ( 8 %) per annum on the principle due from April 1, 2022 through the date of payment. In addition the Company agreed to pay legal costs and fees of $ 175,000 plus 50,000 shares of common stock. In the event payment was not made on or before March 31, 2023, a judgment would be entered in the case. Post judgment interest shall only apply to the $ 1.5 million principle due. Total accrued interest due on all outstanding Debentures amounted to $ 684,227 and $ 617,733 at June 30, 2023 and December 31, 2022 respectively. Payment was not made on or before March 31, 2023. On July 5, 2023, the Plaintiffs filed a Motion to Reopen the Action, Vacate Dismissal, and Enter Judgment on Consent. |
Short Term Notes and Interest-B
Short Term Notes and Interest-Bearing Advance | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Short Term Notes and Interest-Bearing Advance | Note 7. Short Term Notes and Interest-Bearing Advance Promissory Notes On June 9, 2017, the Company entered into a Promissory Note with an unrelated lender in exchange for proceeds in the amount of $ 15,000 . Interest on the note is 12.5 % per annum and payable March 1 of each year the note remains outstanding. Payment in full of the Note was due June 9, 2019 . Mississippi Gaming Corporation, a wholly owned subsidiary of the Company, guaranteed the Note. In addition, the President of the Company agreed to personally guarantee the Note and to personally secure the Note with an assignment of proceeds due to her under the first lien on the Diamondhead property. The interest payments since March 1, 2018 have not been made. Accrued interest due on this obligation amounted to $ 11,389 and $ 10,443 at June 30, 2023 and December 31, 2022, respectively. Bank Credit Facility Wells Fargo Bank provided an unsecured credit facility of up to $ 15,000 11.24 24.99 18,004 Interest Bearing Advances In 2016, the Company received cash advances totaling $ 47,500 22,500 four years 8 16,400 14,200 On February 2, 2017, the Company borrowed $ 25,000 12.5 3 20,068 18,493 Of the amounts discussed above, $ 80,504 |
Current Notes Payable Due Relat
Current Notes Payable Due Related Parties | 6 Months Ended |
Jun. 30, 2023 | |
Current Notes Payable Due Related Parties | |
Current Notes Payable Due Related Parties | Note 8. Current Notes Payable Due Related Parties In 2016, the Company received cash advances totaling $ 47,500 25,000 four years 8 16,000 14,000 In the third quarter of 2016, the Chairman of the Board of Directors of the Company loaned the Company $ 90,000 14 four years 87,130 80,882 In July 2017, at the request of the Company, the current Chairman of the Board of Directors, who is also a Vice President of the Company (“the Chairman”), paid all property taxes due, together with all interest due thereon, to Hancock County, Mississippi on an approximate 400 67,628 The Chairman is one of the secured parties under that Land Deed of Trust recorded on September 26, 2014 in Hancock County, Mississippi, to secure Tranche I and Tranche II Debentures issued by the Company in 2014. Under paragraph 5 of the Land Deed of Trust, a secured party who advances sums for taxes due on the Property is secured by the same Land Deed of Trust, but only at that interest rate specified in the note representing the primary indebtedness, namely 4 The Chairman advanced the $ 67,628 4 11 0 35,000 100,000 100,000 68,163 59,360 In March of 2018, the Board of Directors voted to increase up to an additional $ 200,000 (i) the advance constitutes a lien on the Property with interest at 15% per annum; (ii) that the full interest of 15% per annum is payable during any calendar year in which all or part of the amount advanced is due and owing or interest due thereon remains unpaid; (iii) that this debt be evidenced by a separate promissory note and is to be included in and secured with a third lien that is to be placed on the Diamondhead Property to secure previous advances made to the Company (hereafter “the Third Lien”); (iv) that he be indemnified for any losses sustained on the sale of his common stock in an unrelated publicly-traded company to be sold to cover this advance based on a sales price of approximately $2.80 per share with a cap on the maximum loss per share to be at a sales price of $10.00 per share; and (v) that the Chairman’s previous indemnification approved by the Board of Directors on July 24, 2017 with respect to any loss on the sale of the same stock also be capped at a maximum of $10.00 per share. The Chairman identified the common stock sold and provided the Company with the documentation required to document the sale of said stock and to calculate the loss, if any, on said stock 35,000 200,000 200,000 In November of 2018, the Board of Directors voted to increase up to an additional $ 100,000 200,000 In July 2020, the Chairman of the Board of the Company paid a total of $ 67,076 400 1,573 150,000 In May 2021, the Chairman of the Board of the Company paid a total of $ 62,610 400 1,468 100,000 On May 30, 2021, the Chairman of the Board of the Company loaned the Company $ 50,000 50,000 100,000 33,500 On February 17, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principal amount of $ 25,000 50,000 17,500 7,233 As of June 30, 2023, the Chairman had advanced a total of $ 467,953 16,250 349,415 279,754 On July 24, 2017, the President of the Company, who is a Director of the Company, agreed to advance the Company up to $ 20,000 100,000 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 15,000 15,000 As of June 30, 2023, the President had advanced a total of $ 23,620 49,949 25,000 15,000 18,000 100,000 100,000 50,655 41,409 The third lien placed on the Diamondhead Property, which secures the above three promissory notes, totals up to $ 400,000 300,000 100,000 The principal balance of the notes payable due to the officers and directors discussed above was $ 732,884 12,767 $ 720,651 0 |
Notes Payable Due Others
Notes Payable Due Others | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable Due Others | Note 9. Notes Payable Due Others In October 2017, the Company entered into a settlement with a holder of $ 150,000 50,000 four 0 In December 2020, the Company entered into three promissory notes with unrelated lenders in exchange for an aggregate principal amount of $ 126,250 100,000 26,250 The notes are non-interest bearing and matured in December 2021, one year after the notes’ issuances. These notes are currently in default. In January and February 2021, the Company entered into two additional promissory notes with unrelated lenders in exchange for a principal amount of $ 25,000 31,250 50,000 6,250 In April and May 2021, the Company entered into three additional promissory notes with unrelated lenders in exchange for a principal amount of $ 70,000 25,000 25,000 100,000 20,000 In July 2021, the Company entered into an additional promissory note with an unrelated lender in exchange for a principal amount of $ 25,000 25,000 In November 2021, the Company entered into an additional promissory note with an unrelated lender in exchange for a principal amount of $ 50,000 50,000 In March 2022, unrelated third parties paid a total of $ 60,436 19,564 80,000 80,000 40,000 80,000 40,000 80,000 160,000 In April 2022, the Company entered into an additional promissory note with an unrelated lender in exchange for a principal amount of $ 50,000 50,000 From April 2021 to June 2022, thirteen liens were placed on the Property to secure these notes. There is a call for the issuance of a total of 760,000 22,050 102,000 98,000 During the six months ended June 30, 2023 and 2022, $ 24,935 81,768 557,498 532,563 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10. Related Party Transactions As of June 30, 2023, the President of the Company is owed deferred salary in the amount of $ 3,516,996 121,140 9 153,068 145,086 1,934,872 1,781,809 The Company has a month-to-month lease with the President and then-Chairman of the Board of Directors of the Company, for office space owned by the President in Alexandria, Virginia. The lease calls for monthly base rent in the amount of $ 4,534 Rent expense associated with this lease amounted to base rent in the amount of $ 27,204 16,475 43,679 27,204 15,000 42,204 for the six months ended June 30, 2022. No payments associated with the base rents were made in six months ended June 30, 2023. At June 30, 2023 and December 31, 2022, amounts owing for base rent and associated rental costs totaled $ 612,249 568,569 Directors of the Company are entitled to a director’s fee of $ 15,000 883,750 838,750 On February 4, 2022, the Board of Directors entered into an agreement with Mr. Harrison, the Chairman of the Board of Directors, to issue 35,000 On February 17, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principal amount of $ 25,000 50,000 See Notes 4, 5, 7, 8 and 11 for other related party transactions. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Liens As of June 30, 2023, there were twenty-one liens on the Company’s Diamondhead, Mississippi Property as follows: The Company’s obligations under the First Tranche Collateralized Convertible Senior Debentures are secured by a first lien on the Company’s Diamondhead, Mississippi property (the “Investors Lien”). On March 31, 2014, the Company issued $ 1 850,000 1,850,000 pari passu 2,000,000 On December 16, 2016, the Company filed a second lien on the Diamondhead Property in the maximum amount of $ 250,000 137,500 On August 21, 2018, the Company filed a third lien on the Diamondhead Property for up to $ 400,000 On January 26, 2021, a fourth lien in the amount of $ 2,000,000 2,000,000 On February 17, 2021, a fifth lien in the amount of $ 658,750 658,750 In April 2021, six liens were placed on the Property to secure six non-interest-bearing notes payable to be issued to six lenders bringing total liens on the Property to eleven. The six notes issued total $ 252,500 250,000 In June 2021, a twelfth and thirteenth lien were placed on the Property to secure two non-interest bearing notes issued in May of 2021 which total $ 50,000 100,000 In July 2021, the Company placed a fourteenth lien on the Property to secure a promissory note in the amount of $ 150,000 In July 2021, the Company placed a fifteenth lien on the Property to secure a promissory note in the amount of $ 100,000 In July 2021, the Company placed a sixteenth lien on the Property to secure a non-interest bearing note issued to the Chairman in May 2021 which totals $ 50,000 100,000 In July 2021, the Company placed a seventeenth lien on the Property to secure a non-interest bearing note issued to a lender, which totals $ 25,000 50,000 In November 2021, an eighteenth lien was placed on the Property to secure a non-interest bearing note issued in November 2021 which totals $ 50,000 100,000 In March 2022, a nineteenth and twentieth lien were placed on the Property to secure two non-interest bearing notes issued in March of 2022 which total $ 80,000 160,000 In May 2022, a twenty-first lien was placed on the Property to secure a non-interest bearing note issued in April of 2022 which totals $ 50,000 100,000 Other The Company is currently delinquent in filing those documents and forms required to be filed in connection with its Employee Stock Ownership Plan (“ESOP”) for the year ended December 31, 2022, 2021, 2020, 2019, 2018, 2017, 2016 and 2015. The Company did not have the funds to pay professionals to prepare, audit and file these documents and forms when due. Although these required filings normally do not result in any tax due to an agency of the government, the Company could be subject to significant penalties for failure to file these forms when due. Penalties are assessed by the Department of Labor on a per diem basis from the original due dates for the required informational filings until the filings are actually made. The Company has accrued $ 507,925 429,750 The Company and its subsidiaries file their federal tax return on a consolidated basis. The Company has not filed its consolidated federal tax returns for the years ended December 31, 2022, 2021, 2020, 2019, 2018, 2017 and 2016. The Company believes no tax will be due with these federal returns. The Company has not filed its annual reports together with its franchise tax due with the state of Delaware for 2022, 2021, 2020, 2019 and 2018. Mississippi Gaming Corporation, a wholly owned subsidiary of the Company, has not filed its annual reports, together with its franchise tax due, with the state of Delaware for 2022, 2021, 2020, 2019 and 2018. Casino World, Inc., a wholly owned subsidiary of the Company, has not filed its annual reports, together with its franchise tax due, with the state of Delaware for 2022, 2021, 2020, 2019, 2018, 2017 and 2016. Mississippi Gaming Corporation has not filed its corporate income and franchise tax returns, together with the tax due, with the state of Mississippi for 2022, 2021, 2020, 2019, or 2018. Casino World, Inc. has not filed its corporate income and franchise tax returns, together with the tax due, with the state of Mississippi for 2022, 2021, 2020, 2019, 2018, 2017 and 2016. As of June 30, 2023, the accrued franchise taxes for Delaware and Mississippi totaled $ 15,125 Management Agreement On June 19, 1993, two subsidiaries of the Company, Casino World Inc. and Mississippi Gaming Corporation, entered into a Management Agreement with Casinos Austria Maritime Corporation (CAMC). Subject to certain conditions, under the Management Agreement, CAMC would operate, on an exclusive basis, all of the Company’s proposed dockside gaming casinos in the State of Mississippi, including any operation fifty percent (50%) or more of which is owned by the Company or its affiliates. Unless terminated earlier pursuant to the provisions of the Agreement, the Agreement terminates five years from the first day of actual Mississippi gaming operations and provides for the payment of an annual operational term management fee of 1.2% of all gross gaming revenues between zero and $100,000,000; plus 0.75% of gross gaming revenue between $100,000,000 and $140,000,000; plus 0.5% of gross gaming revenue above $140,000,000; plus two percent of the net gaming revenue between zero and $25,000,000; plus three percent of the net gaming revenue above twenty-five million dollars $25,000,000. The Company believes this Agreement is no longer in effect. However, there can be no assurance that CAMC will not attempt to maintain otherwise which would lead to litigation Letter of Intent with an Unrelated Third Party On March 31, 2023, the Company entered into a Letter of Intent with an unrelated third party. The Agreement provides for purchases of Common Stock of Diamondhead Casino Corporation and purchases of Common Stock of its wholly-owned subsidiary, Mississippi Gaming Corporation. As of the date of these financial statements, the third party has failed to make any payment required to be made pursuant to the Letter of Intent. Mississippi Gaming Corporation The Letter of Intent provides that the Purchaser will purchase a total of 4.5 10 6,000,000 As of the issuance date of these financial statements, no payment has been made by the third party investor, no transactions pursuant to the Letter of Intent have occurred and no shares of common stock have been issued. Diamondhead Casino Corporation The Letter of Intent provides that the Purchaser will purchase 4,000,000 1.00 As of the issuance date of these financial statements, no payment has been made by the third party investor, no transactions pursuant to the Letter of Intent have occurred and no shares of common stock have been issued. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events In July 2023 and in August 2023, two unrelated third parties each loaned the Company $ 20,000 40,000 20,000 80,000 In July 2023, the Chairman of the Board paid a total of $ 74,519.80 100,000 200,000 The Company will place a twenty-second, twenty-third and twenty-fourth lien on the Property to secure the promissory notes in favor of the foregoing. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements and, in our opinion, reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the six months ended June 30, 2023, are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2022, attached to our annual report on Form 10-K. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Diamondhead Casino Corporation and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Estimates | Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Land | Land Land held for development is carried at cost. Costs directly related to site development, such as licensing, permitting, engineering, and other costs, are capitalized. Land development costs, which have been capitalized, consist of the following at June 30, 2023 and December 31, 2022: Schedule of Land Development Cost Capitalized Land $ 4,934,323 Licenses 77,000 Engineering and costs associated with permitting 464,774 $ 5,476,097 |
Fair Value Measurements | Fair Value Measurements The Company follows the provisions of ASC Topic 820 “Fair Value Measurements” for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. The standard discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The standard utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Input other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable input that reflects management’s own assumptions. Financial instruments included in current assets and liabilities are reported at carrying value in the unaudited condensed consolidated balance sheets, which approximate fair value due to their short-term nature. |
Long-Lived Assets | Long-Lived Assets The Company reviews long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The recoverability of long-lived assets is measured by comparing the carrying amount of the assets to the estimated undiscounted future cash flows projected to be generated by the assets. If such assets are considered impaired, the impairment to be recognized is measured by the amount the carrying value exceeds the fair value of such assets determined by appraisal, discounted cash flow projections, or other means. As of June 30, 2023, there was a triggering event due to recurring losses and an impairment test was conducted. However, the fair value of the long-lived assets exceeded the carrying value and the Company determined that no impairment existed at June 30, 2023. |
Net Loss per Common Share | Net Loss per Common Share Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share is calculated by using the weighted average number of common shares outstanding, plus other potentially dilutive securities. Potentially dilutive securities are excluded from the computation of diluted loss per shares since their effect would be antidilutive. Common shares outstanding consist of issued shares, including allocated and committed shares held by the ESOP trust, less shares held in treasury. Common shares outstanding excludes the 910,000 35,000 5,055,555 The table below summarizes the components of potential dilutive securities at June 30, 2023 and 2022. Schedule of Components of Potential Dilutive Securities Description 2023 2022 June 30, Description 2023 2022 Convertible Preferred Stock 260,000 260,000 Options to Purchase Common Shares 4,555,000 4,555,000 Total 4,815,000 4,815,000 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841) |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted On March 27, 2023, the FASB issued ASU 2023-01, which amends certain provisions of ASC 842 that apply to arrangements between related parties under common control. Specifically, the ASU: ● Offers private companies, as well as not-for-profit entities that are not conduit bond obligors, a practical expedient that gives them the option of using the written terms and conditions of a common-control arrangement when determining whether a lease exists and the subsequent accounting for the lease, including the lease’s classification ● Amends the accounting for leasehold improvements in common-control arrangements for all entities. The ASU is effective for fiscal years beginning after December 15, 2023. The Company has not completed its assessment of the standard, but does not expect the adoption to have a material impact on the Company’s unaudited condensed consolidated financial position, results of operations, or cash flows. No other recent accounting pronouncements were issued by FASB that are believed by management to have a material impact on the Company’s present or future financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Land Development Cost Capitalized | Land development costs, which have been capitalized, consist of the following at June 30, 2023 and December 31, 2022: Schedule of Land Development Cost Capitalized Land $ 4,934,323 Licenses 77,000 Engineering and costs associated with permitting 464,774 $ 5,476,097 |
Schedule of Components of Potential Dilutive Securities | The table below summarizes the components of potential dilutive securities at June 30, 2023 and 2022. Schedule of Components of Potential Dilutive Securities Description 2023 2022 June 30, Description 2023 2022 Convertible Preferred Stock 260,000 260,000 Options to Purchase Common Shares 4,555,000 4,555,000 Total 4,815,000 4,815,000 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | The table below outlines the elements included in accounts payable and accrued expenses at June 30, 2023 and December 31, 2022: Schedule of Accounts Payable and Accrued Expenses June 30, December 31, 2023 2022 Related parties: Accrued payroll due officers $ 3,719,711 $ 3,569,711 Accrued interest due officers and directors 2,738,027 2,467,844 Accrued director fees 883,750 838,750 Base rents due to the President 430,480 403,274 Associated rental costs 181,770 165,295 Other 17,308 17,308 Total related parties $ 7,971,046 $ 7,462,182 Non-related parties: Accrued interest $ 3,006,858 $ 2,841,520 Accrued dividends 1,219,200 1,168,400 Accrued fines and penalties 507,925 444,875 Other 483,264 463,743 Total non-related parties $ 5,217,247 $ 4,918,538 |
Convertible Notes and Line of_2
Convertible Notes and Line of Credit (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Notes And Line Of Credit | |
Schedule of Convertible Notes Payable | The table below summarizes the Company’s debt arising from the above-described sources as of June 30, 2023 and December 31, 2022: Schedule of Convertible Notes Payable June 30, 2023 December 31, 2022 Private placements - March 1, 2010* $ 475,000 $ 475,000 Private placements - October 25, 2010 487,500 487,500 $ 962,500 $ 962,500 * Of the 2010 placements above, $ 75,000 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net income (loss) available to common stockholders, basic | $ 392,712 | $ 412,976 | $ 916,069 | $ 909,898 | |
Accumulated deficit | 46,267,444 | 46,267,444 | $ 45,351,375 | ||
Accounts payable and accrued expenses | 13,188,293 | 13,188,293 | |||
Cash on hand | $ 2,057 | $ 2,057 | $ 55,885 |
Schedule of Land Development Co
Schedule of Land Development Cost Capitalized (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Product Information [Line Items] | ||
Land development costs | $ 5,476,097 | $ 5,476,097 |
Land [Member] | ||
Product Information [Line Items] | ||
Land development costs | 4,934,323 | 4,934,323 |
Licenses [Member] | ||
Product Information [Line Items] | ||
Land development costs | 77,000 | 77,000 |
Engineering and Costs Associated with Permitting [Member] | ||
Product Information [Line Items] | ||
Land development costs | $ 464,774 | $ 464,774 |
Schedule of Components of Poten
Schedule of Components of Potential Dilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,815,000 | 4,815,000 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 260,000 | 260,000 |
Options To Purchase Common Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,555,000 | 4,555,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - shares | 6 Months Ended | ||
Feb. 04, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Shares issued for notes payable | 910,000 | ||
Antidilutive securities excluded from computation of earnings per share amount | 4,815,000 | 4,815,000 | |
Convertible Debt [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 5,055,555 | ||
Mr. Harrison [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Shares issued | 35,000 | 35,000 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Accrued payroll due officers | $ 3,719,711 | $ 3,569,711 |
Accrued interest due officers and directors | 2,738,027 | 2,467,844 |
Accrued director fees | 883,750 | 838,750 |
Other | 17,308 | 17,308 |
Associated rental costs | 181,770 | 165,295 |
Total related parties | 7,971,046 | 7,462,182 |
Accrued interest | 3,006,858 | 2,841,520 |
Accrued dividends | 1,219,200 | 1,168,400 |
Accrued fines and penalties | 507,925 | 444,875 |
Other | 483,264 | 463,743 |
Total non-related parties | 5,217,247 | 4,918,538 |
President [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Other | 430,480 | 403,274 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total related parties | $ 7,971,046 | $ 7,462,182 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Convertible notes payable | $ 1,962,500 | $ 1,962,500 | |
March 1, 2010 Private Placement [Member] | Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [1] | 475,000 | 475,000 |
October 25, 2010 Private Placement [Member] | Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | 487,500 | 487,500 | |
Private Placement [Member] | Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | $ 962,500 | $ 962,500 | |
[1]Of the 2010 placements above, $ 75,000 |
Schedule of Convertible Notes_2
Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Due to a related party | $ 17,308 | $ 17,308 |
March 1, 2010 Private Placement [Member] | Convertible Promissory Note [Member] | Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Due to a related party | $ 75,000 | $ 75,000 |
Convertible Notes and Line of_3
Convertible Notes and Line of Credit (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Nov. 30, 2020 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2008 | |
Line of Credit Facility [Line Items] | ||||
Convertible notes payable, current | $ 1,962,500 | $ 1,962,500 | ||
Two Private Placement [Member] | Convertible Promissory Note [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Convertible notes payable, current | 962,500 | 962,500 | ||
Debt instrument, periodic payment | $ 486,796 | |||
Interest payable | 1,095,891 | 1,043,547 | ||
Line of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility maximum borrowing capacity | $ 1,000,000 | |||
Line of credit facility interest rate during period | 9% | |||
Line of credit facility expiration date | Nov. 01, 2012 | |||
Number of options awarded | 50,000 | |||
Weighted average grant date fair value | $ 1.75 | |||
Line of credit facility periodic payment | $ 2,257,806 | $ 2,213,422 | ||
Line of Credit [Member] | Maximum [Member] | Lender [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Number of options awarded | 250,000 | |||
Weighted average grant date fair value | $ 1.75 |
Convertible Debentures (Details
Convertible Debentures (Details Narrative) - USD ($) | 6 Months Ended | ||||
Jun. 30, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2019 | Sep. 26, 2014 | |
Debt Instrument [Line Items] | |||||
Debt principal amount | $ 1,500,000 | ||||
Debt interest rate | 4% | ||||
Convertible debt current | $ 1,800,000 | $ 1,800,000 | |||
Loans Receivable, Basis Spread on Variable Rate | 4% | 8% | 6% | ||
Legal Fees | $ 175,000 | ||||
Shares, Issued | 50,000 | ||||
[custom:LongTermDebtPrincipalOrInterest-0] | $ 1,500,000 | ||||
February 14, 2014 Private Placement [Member] | Convertable Senior Debentures [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum offering amount | 3,000,000 | ||||
Debt principal amount | $ 3,000,000 | ||||
Debt interest rate | 4% | ||||
Debt instrument, maturity date, description | matured six years from the date of issuance | ||||
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 1 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateralized convertible senior debentures | $ 1,000,000 | ||||
Conversion of debenture into shares of common stock | 3,333,333 | ||||
Debt instrument, convertible, conversion price | $ 0.30 | ||||
Convertible debt current | $ 950,000 | ||||
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 2 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateralized convertible senior debentures | $ 1,000,000 | ||||
Conversion of debenture into shares of common stock | 2,222,222 | ||||
Debt instrument, convertible, conversion price | $ 0.45 | ||||
Convertible debt current | $ 850,000 | ||||
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 3 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateralized convertible senior debentures | $ 1,000,000 | ||||
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 3 [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Conversion of debenture into shares of common stock | 1,818,182 | ||||
Debt instrument, convertible, conversion price | $ 0.55 | ||||
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 3 [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Conversion of debenture into shares of common stock | 1,333,333 | ||||
Debt instrument, convertible, conversion price | $ 0.75 | ||||
February 14, 2014 Private Placement [Member] | Non Convertible Senior Debentures [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible debt current | $ 50,000 | ||||
Convertible Debentures [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest payment in default | 427,081 | ||||
Interest Payable | $ 684,227 | $ 617,733 |
Short Term Notes and Interest_2
Short Term Notes and Interest-Bearing Advance (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 09, 2017 | Feb. 02, 2017 | Aug. 25, 2016 | Dec. 31, 2016 | Jun. 30, 2023 | Dec. 31, 2016 | Dec. 31, 2022 | Sep. 26, 2014 | |
Short-Term Debt [Line Items] | ||||||||
Debt interest rate | 4% | |||||||
Short term notes and interest bearing advance | $ 80,504 | $ 80,504 | ||||||
Unrelated Third Party [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt interest rate | 12.50% | |||||||
Accrued interest | 20,068 | 18,493 | ||||||
Short term notes and interest bearing advance | $ 25,000 | |||||||
Seven Lenders [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Cash received advances | $ 47,500 | $ 47,500 | ||||||
Third Parties [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Cash received advances | $ 22,500 | |||||||
Seven Lenders and Third Parties [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt interest rate | 8% | |||||||
Accrued interest | 16,400 | 14,200 | ||||||
Debt matures term | 4 years | |||||||
Lender [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Increase in interest rate per annum | 3% | |||||||
Promissory Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Proceeds from Notes Payable | $ 15,000 | |||||||
Debt interest rate | 12.50% | |||||||
Debt Instrument, Maturity Date | Jun. 09, 2019 | |||||||
Accrued interest | 11,389 | 10,443 | ||||||
Bank Credit Facility [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 15,000 | |||||||
Line of credit | $ 18,004 | $ 18,004 | ||||||
Bank Credit Facility [Member] | Direct Charges [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Line of credit commitment fee percent rate | 11.24% | |||||||
Bank Credit Facility [Member] | Cash Advanced Through The Facility [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Line of credit commitment fee percent rate | 24.99% |
Current Notes Payable Due Rel_2
Current Notes Payable Due Related Parties (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||
Feb. 17, 2023 USD ($) shares | Feb. 04, 2022 shares | May 30, 2021 USD ($) shares | Sep. 30, 2018 USD ($) | Sep. 30, 2018 USD ($) | Aug. 21, 2018 USD ($) | Jul. 24, 2017 USD ($) | Aug. 25, 2016 | Mar. 31, 2022 USD ($) shares | May 31, 2021 USD ($) a | Jul. 31, 2020 USD ($) a | Mar. 31, 2019 USD ($) | Nov. 30, 2018 USD ($) | Mar. 31, 2018 USD ($) | Dec. 31, 2016 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2016 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2016 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 31, 2017 USD ($) a | Sep. 26, 2014 | |
Debt instrument interest rate stated percentage | 4% | ||||||||||||||||||||||||
Proceeds from related parties | $ 22,500 | ||||||||||||||||||||||||
Debt instrument face amount | 1,500,000 | ||||||||||||||||||||||||
Fair value of the stock | $ 17,500 | $ 64,000 | |||||||||||||||||||||||
Repayment of related party debt | $ 15,104 | ||||||||||||||||||||||||
Fair Value, Inputs, Level 1 [Member] | |||||||||||||||||||||||||
Derivative fair value of derivative net | $ 0 | ||||||||||||||||||||||||
Payable During any Calendar Year [Member] | |||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 11% | ||||||||||||||||||||||||
Mississippi Property [Member] | |||||||||||||||||||||||||
Issuance of shares | shares | 160,000 | ||||||||||||||||||||||||
Debt instrument face amount | $ 80,000 | 80,000 | |||||||||||||||||||||||
Taxes payable | 60,436 | $ 60,436 | |||||||||||||||||||||||
Repayment of related party debt | $ 80,000 | ||||||||||||||||||||||||
Diamond Head Property [Member] | |||||||||||||||||||||||||
Proceeds from repayments of secured debt | 400,000 | ||||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||||
Debt matures term | 4 years | ||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 14% | ||||||||||||||||||||||||
Interest payable | 87,130 | $ 80,882 | |||||||||||||||||||||||
Proceeds from related parties | $ 90,000 | ||||||||||||||||||||||||
Area of land, owned | a | 400 | 400 | |||||||||||||||||||||||
Issuance of shares | shares | 50,000 | 100,000 | |||||||||||||||||||||||
Proceeds from repayments of secured debt | $ 100,000 | $ 200,000 | $ 100,000 | $ 200,000 | |||||||||||||||||||||
Terms on advances from chairman description | (i) the advance constitutes a lien on the Property with interest at 15% per annum; (ii) that the full interest of 15% per annum is payable during any calendar year in which all or part of the amount advanced is due and owing or interest due thereon remains unpaid; (iii) that this debt be evidenced by a separate promissory note and is to be included in and secured with a third lien that is to be placed on the Diamondhead Property to secure previous advances made to the Company (hereafter “the Third Lien”); (iv) that he be indemnified for any losses sustained on the sale of his common stock in an unrelated publicly-traded company to be sold to cover this advance based on a sales price of approximately $2.80 per share with a cap on the maximum loss per share to be at a sales price of $10.00 per share; and (v) that the Chairman’s previous indemnification approved by the Board of Directors on July 24, 2017 with respect to any loss on the sale of the same stock also be capped at a maximum of $10.00 per share. The Chairman identified the common stock sold and provided the Company with the documentation required to document the sale of said stock and to calculate the loss, if any, on said stock | ||||||||||||||||||||||||
Debt instrument face amount | $ 25,000 | $ 50,000 | |||||||||||||||||||||||
Taxes payable | $ 62,610 | $ 67,076 | |||||||||||||||||||||||
Property related fees | 1,468 | 1,573 | |||||||||||||||||||||||
Debt instrument periodic payment principal | 50,000 | ||||||||||||||||||||||||
Fair value of stock issuance liability | $ 33,500 | ||||||||||||||||||||||||
Fair value of the stock | $ 17,500 | ||||||||||||||||||||||||
Debt discount amortized interest expense | 7,233 | ||||||||||||||||||||||||
Board of Directors Chairman [Member] | July, 2021 [Member] | |||||||||||||||||||||||||
Proceeds from secured debt | $ 100,000 | $ 150,000 | |||||||||||||||||||||||
Board of Directors Chairman [Member] | March 2018 and March 2019 [Member] | |||||||||||||||||||||||||
Interest payable | 349,415 | 279,754 | |||||||||||||||||||||||
Debt instrument face amount | 467,953 | ||||||||||||||||||||||||
Repayment of related party debt | 16,250 | ||||||||||||||||||||||||
Board of Directors Chairman [Member] | Mississippi Gaming Corporation [Member] | |||||||||||||||||||||||||
Interest payable | 68,163 | 59,360 | |||||||||||||||||||||||
Issuance of shares | shares | 35,000 | ||||||||||||||||||||||||
Secured obligation | $ 100,000 | ||||||||||||||||||||||||
Board of Directors Chairman [Member] | Mississippi Gaming Corporation [Member] | Maximum [Member] | |||||||||||||||||||||||||
Debt instrument face amount | $ 200,000 | $ 200,000 | |||||||||||||||||||||||
Board of Directors Chairman [Member] | Diamondhead Casino Corporation [Member] | |||||||||||||||||||||||||
Secured obligation | 200,000 | ||||||||||||||||||||||||
Board of Directors Chairman [Member] | Diamond Head Property [Member] | |||||||||||||||||||||||||
Proceeds from repayments of secured debt | $ 300,000 | ||||||||||||||||||||||||
Board of Directors [Member] | Maximum [Member] | |||||||||||||||||||||||||
Proceeds from repayments of secured debt | $ 100,000 | ||||||||||||||||||||||||
Proceeds from repayment of related party debt | $ 20,000 | ||||||||||||||||||||||||
Related party transaction terms and manner of settlement | interest of 15% per annum on the amount advanced and owing and that the full 15% interest per annum is payable during any calendar year in which all or part of the amount advanced and owing or interest due thereon remains unpaid; (ii) the obligation in the maximum principal amount of $100,000 with interest due thereon be treated as a secured debt of the Company, to be evidenced by a separate note and to be secured with a separate lien to be placed on the Diamondhead Property (“the Third Lien”) together with the Chairman’s Third Lien, as well as a first lien to be placed on the residential lot owned by the Company; (iii) that the Third Lien on the Diamondhead Property also include the two loans ($25,000 and $15,000) and interest due thereon and credit facilities in the maximum amount of $15,000; and (iv) that the foregoing will be treated as advances to be paid out of any subsequent incoming financing obtained by the Company or any amounts recovered by the Company from a defendant in that collection action brought by the Company in the Circuit Court of Montgomery County, Maryland | ||||||||||||||||||||||||
President [Member] | |||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 9% | ||||||||||||||||||||||||
Interest payable | $ 50,655 | 41,409 | |||||||||||||||||||||||
Secured obligation | $ 100,000 | ||||||||||||||||||||||||
Other accrued liabilities current and noncurrent | 18,000 | ||||||||||||||||||||||||
President [Member] | Loan One [Member] | |||||||||||||||||||||||||
Line of credit | $ 25,000 | 25,000 | |||||||||||||||||||||||
President [Member] | Loan Two [Member] | |||||||||||||||||||||||||
Line of credit | 15,000 | 15,000 | |||||||||||||||||||||||
President [Member] | Two Loans [Member] | |||||||||||||||||||||||||
Line of credit facility maximum borrowing capacity | $ 15,000 | ||||||||||||||||||||||||
President [Member] | Maximum [Member] | |||||||||||||||||||||||||
Proceeds from repayments of secured debt | $ 100,000 | ||||||||||||||||||||||||
Seven Lenders [Member] | |||||||||||||||||||||||||
Cash received from advances | $ 47,500 | $ 47,500 | |||||||||||||||||||||||
Three Current Directors [Member] | |||||||||||||||||||||||||
Cash received from advances | $ 25,000 | ||||||||||||||||||||||||
Seven Lenders and Three Current Directors [Member] | |||||||||||||||||||||||||
Debt matures term | 4 years | ||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 8% | ||||||||||||||||||||||||
Interest payable | 16,000 | 14,000 | |||||||||||||||||||||||
Board of Directors Chairman [Member] | Related Party [Member] | Mississippi Gaming Corporation [Member] | |||||||||||||||||||||||||
Notes payable | $ 67,628 | ||||||||||||||||||||||||
Board of Directors Chairman [Member] | Related Party [Member] | Mississippi Property [Member] | |||||||||||||||||||||||||
Area of land, owned | a | 400 | ||||||||||||||||||||||||
President [Member] | Diamond Head Property [Member] | |||||||||||||||||||||||||
Proceeds from repayments of secured debt | 100,000 | ||||||||||||||||||||||||
President [Member] | Related Party [Member] | |||||||||||||||||||||||||
Due from officers or stockholders | 23,620 | ||||||||||||||||||||||||
Repayments of debt | 49,949 | ||||||||||||||||||||||||
Officers and Directors [Member] | |||||||||||||||||||||||||
Notes payable | 0 | 0 | |||||||||||||||||||||||
Debt instrument face amount | 732,884 | ||||||||||||||||||||||||
Debt instrument, unamortized discount current | $ 12,767 | $ 720,651 |
Notes Payable Due Others (Detai
Notes Payable Due Others (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 15 Months Ended | |||||||||||||
Apr. 30, 2022 | Mar. 31, 2022 | Nov. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2017 | May 31, 2021 | Feb. 28, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2022 | Feb. 17, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Sep. 26, 2014 | |
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 1,500,000 | ||||||||||||||||
Legal fees | 175,000 | ||||||||||||||||
Debt instrument interest rate stated percentage | 4% | ||||||||||||||||
Proceeds from other short term debt | $ 130,000 | ||||||||||||||||
Debt instrument unamortized discount | 12,767 | $ 0 | |||||||||||||||
Repayment of related party debt | 15,104 | ||||||||||||||||
Mississippi Property [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 80,000 | ||||||||||||||||
Taxes payable current and noncurrent | 60,436 | ||||||||||||||||
Additional loan amount | $ 19,564 | ||||||||||||||||
Stock issued during period shares | 160,000 | ||||||||||||||||
Repayment of related party debt | $ 80,000 | ||||||||||||||||
Mississippi Property [Member] | Secured Promissory Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 80,000 | ||||||||||||||||
Stock issued during period shares | 80,000 | ||||||||||||||||
Mississippi Property [Member] | Secured Promissory Notes Two [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 40,000 | ||||||||||||||||
Number of stock issued, value | $ 40,000 | ||||||||||||||||
Thirteen Liens [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument unamortized discount | $ 102,000 | ||||||||||||||||
Stock issued during period shares | 760,000 | ||||||||||||||||
Debt instrument, call feature | There is a call for the issuance of a total of 760,000 shares of common stock in connection with the notes and liens, however, no shares have been issued to date. | ||||||||||||||||
Liabilities fair value adjustment | $ 22,050 | ||||||||||||||||
Fair value of the stock pertaining to debt | 98,000 | ||||||||||||||||
Others [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument unamortized discount | 557,498 | $ 532,563 | |||||||||||||||
Debt discount was amortized to interest expense | $ 24,935 | $ 81,768 | |||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 150,000 | $ 25,000 | |||||||||||||||
Legal fees | $ 50,000 | ||||||||||||||||
Debt instrument term | four | ||||||||||||||||
Debt instrument interest rate stated percentage | 0% | ||||||||||||||||
Three Promissory Notes [Member] | Unrelated Lenders [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | 126,250 | ||||||||||||||||
Proceeds from other short term debt | 100,000 | ||||||||||||||||
Debt instrument unamortized discount | $ 26,250 | ||||||||||||||||
Debt instrument, maturity date, description | The notes are non-interest bearing and matured in December 2021, one year after the notes’ issuances. These notes are currently in default. | ||||||||||||||||
Promissory Note One [Member] | Unrelated Lenders [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 50,000 | $ 50,000 | $ 25,000 | $ 70,000 | $ 70,000 | $ 25,000 | |||||||||||
Proceeds from other short term debt | $ 50,000 | $ 50,000 | $ 25,000 | ||||||||||||||
Promissory Notes Two [Member] | Unrelated Lenders [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | 25,000 | $ 31,250 | 25,000 | ||||||||||||||
Two Additional Promissory Notes [Member] | Unrelated Lenders [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Proceeds from other short term debt | 50,000 | ||||||||||||||||
Debt instrument unamortized discount | $ 6,250 | ||||||||||||||||
Promissory Notes Three [Member] | Unrelated Lenders [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | 25,000 | $ 25,000 | |||||||||||||||
Three Additional Promissory Notes [Member] | Unrelated Lenders [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Proceeds from other short term debt | 100,000 | ||||||||||||||||
Debt instrument unamortized discount | $ 20,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Feb. 17, 2023 | Feb. 04, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Oct. 31, 2017 | Sep. 26, 2014 | |
Related Party Transaction [Line Items] | |||||||||
Interest rate | 4% | ||||||||
Interest expense | $ 98,481 | $ 93,099 | |||||||
Monthly base rent | $ 4,534 | ||||||||
Rent expense | 27,204 | $ 27,204 | 27,204 | $ 27,204 | |||||
Associated rental costs | 16,475 | 15,000 | |||||||
Operating lease expense | 43,679 | 42,204 | |||||||
Rental costs | 612,249 | 612,249 | $ 568,569 | ||||||
Debt instrument face amount | 1,500,000 | 1,500,000 | |||||||
Convertible Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest rate | 0% | ||||||||
Debt instrument face amount | $ 25,000 | $ 150,000 | |||||||
Converted instrument, shares issued | 50,000 | ||||||||
Director [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Directors fees | 15,000 | ||||||||
Current And Former Directors [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accrued directors fees | 883,750 | $ 883,750 | 838,750 | ||||||
Mr. Harrison [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued | 35,000 | 35,000 | |||||||
President [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Deferred salary | $ 3,516,996 | $ 3,516,996 | |||||||
Interest rate | 9% | 9% | |||||||
Interest payable | $ 50,655 | $ 50,655 | 41,409 | ||||||
Vice President and Current Chairman of Board of Directors [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Deferred salary | 121,140 | 121,140 | |||||||
Management [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest expense | 153,068 | $ 145,086 | |||||||
Interest payable | $ 1,934,872 | $ 1,934,872 | $ 1,781,809 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||||||||||||
Feb. 17, 2023 | May 30, 2021 | Sep. 26, 2014 | May 31, 2022 | Mar. 31, 2022 | Nov. 30, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Feb. 17, 2021 | Jan. 26, 2021 | Dec. 31, 2020 | Aug. 21, 2018 | Dec. 16, 2016 | Dec. 31, 2014 | Mar. 31, 2014 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 1,500,000 | |||||||||||||||||
Other accrued liabilities, current | 483,264 | $ 463,743 | ||||||||||||||||
Accrued franchise taxes | $ 15,125 | |||||||||||||||||
Mississippi Gaming Corporation [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Shares issued | 4,500,000 | |||||||||||||||||
Percentage of common stock outstanding | 10% | |||||||||||||||||
Purchase price | $ 6,000,000 | |||||||||||||||||
Employee Stock Ownership Plan [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Other accrued liabilities, current | $ 507,925 | $ 429,750 | ||||||||||||||||
Mississippi Property [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 80,000 | |||||||||||||||||
Shares issued | 160,000 | |||||||||||||||||
Diamond Head Property [Member] | Second Lien [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 137,500 | |||||||||||||||||
Amount owed | $ 250,000 | |||||||||||||||||
Diamond Head Property [Member] | Third Lien [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Amount owed | $ 400,000 | |||||||||||||||||
Diamond Head Property [Member] | Fourth Lien [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 2,000,000 | |||||||||||||||||
Property to secure non interest notes | $ 2,000,000 | |||||||||||||||||
Diamond Head Property [Member] | Fifth Lien [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 658,750 | |||||||||||||||||
Property to secure non interest notes | $ 658,750 | |||||||||||||||||
Diamond Head Property [Member] | Six Lien [Member] | Lender [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 252,500 | |||||||||||||||||
Shares issued | 250,000 | |||||||||||||||||
Diamond Head Property [Member] | Twelfth and Thirteenth Lien [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 50,000 | |||||||||||||||||
Shares issued | 100,000 | |||||||||||||||||
Diamond Head Property [Member] | Sixteenth Lien [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 50,000 | |||||||||||||||||
Shares issued | 100,000 | |||||||||||||||||
Diamond Head Property [Member] | Seventeenth Lien [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 25,000 | |||||||||||||||||
Shares issued | 50,000 | |||||||||||||||||
Diamond Head Property [Member] | Eighteenth Lien [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 50,000 | |||||||||||||||||
Shares issued | 100,000 | |||||||||||||||||
Diamond Head Property [Member] | Nineteenth and Twentieth Lien [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 80,000 | |||||||||||||||||
Shares issued | 160,000 | |||||||||||||||||
Diamond Head Property [Member] | Twenty-first Lien [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 50,000 | |||||||||||||||||
Shares issued | 100,000 | |||||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 25,000 | $ 50,000 | ||||||||||||||||
Shares issued | 50,000 | 100,000 | ||||||||||||||||
Board of Directors Chairman [Member] | Diamond Head Property [Member] | Fourteenth Lien [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Notes payable | $ 150,000 | |||||||||||||||||
Board of Directors Chairman [Member] | Diamond Head Property [Member] | Fifteenth Lien [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Notes payable | $ 100,000 | |||||||||||||||||
Casinos Austria Maritime Corporation [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Other commitments description | On June 19, 1993, two subsidiaries of the Company, Casino World Inc. and Mississippi Gaming Corporation, entered into a Management Agreement with Casinos Austria Maritime Corporation (CAMC). Subject to certain conditions, under the Management Agreement, CAMC would operate, on an exclusive basis, all of the Company’s proposed dockside gaming casinos in the State of Mississippi, including any operation fifty percent (50%) or more of which is owned by the Company or its affiliates. Unless terminated earlier pursuant to the provisions of the Agreement, the Agreement terminates five years from the first day of actual Mississippi gaming operations and provides for the payment of an annual operational term management fee of 1.2% of all gross gaming revenues between zero and $100,000,000; plus 0.75% of gross gaming revenue between $100,000,000 and $140,000,000; plus 0.5% of gross gaming revenue above $140,000,000; plus two percent of the net gaming revenue between zero and $25,000,000; plus three percent of the net gaming revenue above twenty-five million dollars $25,000,000. The Company believes this Agreement is no longer in effect. However, there can be no assurance that CAMC will not attempt to maintain otherwise which would lead to litigation | |||||||||||||||||
Diamondhead Casino Corporation [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Common stock available for issuance | 4,000,000 | |||||||||||||||||
Common stock price per share | $ 1 | |||||||||||||||||
Collateralized Convertible Senior Debentures [Member] | Investors Lien [Member] | Mississippi Property [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Secure principal and interest amount due | $ 1,850,000 | |||||||||||||||||
Collateralized Convertible Senior Debentures [Member] | Executives Lien [Member] | Mississippi Property [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Amount owed | $ 2,000,000 | |||||||||||||||||
Collateralized Convertible Senior Debentures [Member] | Tranche 1 [Member] | Investors Lien [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 1,000,000 | |||||||||||||||||
Collateralized Convertible Senior Debentures [Member] | Tranche 2 [Member] | Investors Lien [Member] | ||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 850,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | |||||
Feb. 17, 2023 | May 30, 2021 | Jul. 31, 2023 | Aug. 31, 2023 | Jun. 30, 2023 | May 31, 2021 | Jul. 31, 2020 | |
Subsequent Event [Line Items] | |||||||
Debt instrument face amount | $ 1,500,000 | ||||||
Two Unrelated Third Parties [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
General corporate purpose | $ 20,000 | ||||||
Debt instrument face amount | $ 40,000 | ||||||
Two Unrelated Third Parties [Member] | Subsequent Event [Member] | Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued | 80,000 | ||||||
Two Unrelated Third Parties [Member] | Subsequent Event [Member] | Lender Promissory Note [Member] | |||||||
Subsequent Event [Line Items] | |||||||
New issuance, value | $ 20,000 | ||||||
Board of Directors Chairman [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument face amount | $ 25,000 | $ 50,000 | |||||
Shares issued | 50,000 | 100,000 | |||||
Taxes payable | $ 62,610 | $ 67,076 | |||||
Board of Directors Chairman [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Taxes payable | $ 74,519.80 | ||||||
Board of Directors Chairman [Member] | Subsequent Event [Member] | Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued | 200,000 | ||||||
Board of Directors Chairman [Member] | Subsequent Event [Member] | Promissory Note [Member] | |||||||
Subsequent Event [Line Items] | |||||||
New issuance, value | $ 100,000 |