0001493152-15-002415.txt : 20150608 0001493152-15-002415.hdr.sgml : 20150608 20150608080958 ACCESSION NUMBER: 0001493152-15-002415 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20150331 FILED AS OF DATE: 20150608 DATE AS OF CHANGE: 20150608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rotate Black, Inc. CENTRAL INDEX KEY: 0001020477 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 753225181 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-44315 FILM NUMBER: 15917392 BUSINESS ADDRESS: STREET 1: 932 SPRING STREET STREET 2: SUITE 201 CITY: PETOSKEY STATE: MI ZIP: 49770 BUSINESS PHONE: 231 347-0777 MAIL ADDRESS: STREET 1: 932 SPRING STREET STREET 2: SUITE 201 CITY: PETOSKEY STATE: MI ZIP: 49770 FORMER COMPANY: FORMER CONFORMED NAME: ROTATE BLACK INC DATE OF NAME CHANGE: 20061128 FORMER COMPANY: FORMER CONFORMED NAME: BEVSYSTEMS INTERNATIONAL INC DATE OF NAME CHANGE: 20020416 FORMER COMPANY: FORMER CONFORMED NAME: AQUA CLARA BOTTLING & DISTRIBUTION INC DATE OF NAME CHANGE: 19971219 10-Q 1 form10q.htm FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 333-44315

Rotate Black, Inc.

(Exact name of registrant as specified in its charter)

Nevada

75-3225181

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

201 East Mitchell Street, Petoskey, Michigan 49770

(Address of principal executive offices)

(231) 347-0777

(Registrant’s telephone number, including area code)

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]

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

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ]		Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 126.2 of the Exchange Act). Yes [ ] No [X]

The number of shares of common stock outstanding as of June 8, 2015 is 6,118,698.

ROTATE BLACK, INC. AND SUBSIDIARY

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

ITEM 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets	3

	Unaudited Condensed Consolidated Statements of Operations	4

	Unaudited Condensed Consolidated Statements of Cash Flow	5

	Notes to Unaudited Consolidated Financial Statements	6

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	24

ITEM 4.	Controls and Procedures	24

PART II. OTHER INFORMATION

ITEM 1.	Legal Proceedings	25

ITEM 1A.	Risk Factors	25

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

ITEM 3.	Defaults upon Senior Securities	25

ITEM 4.	Mine Safety Disclosures	26

ITEM 5.	Other Information	26

ITEM 6.	Exhibits	26

SIGNATURES		27

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ROTATE BLACK, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2015			June 30, 2014
	(Unaudited)

ASSETS
Current Assets
Cash	$	578		$	-
Prepaid expenses		2,892			8,616

Total current assets		3,470			8,616

Deferred development costs - Gulfport Project		3,481,217			3,459,212
Land purchase deposit		109,422			109,422
Deferred casino ground lease rent		3,929,063			3,165,468
Deferred development costs - SlotOne - Project		20,000			12,500
Security deposit		3,600			3,600

TOTAL ASSETS	$	7,546,772		$	6,758,818

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accounts payable and accrued expenses	$	4,710,611		$	4,563,200
Accrued salaries		2,186,354			1,781,636
Accrued ground lease rent		3,929,063			3,165,468
Note payable		121,000			121,000
Loans payable - stockholders		192,806			241,943
Mortgage payable - Big Easy vessel		2,975,000			2,975,000
Note payable - Big Easy vessel		600,000			600,000
Accrued interest on mortgage and note payable		5,603,277			4,299,415

Total current liabilities		20,318,111			17,747,662

Convertible promissory notes payable		1,130,190			779,890
Discount on convertible notes payable		(420,186	)		(512,351	)
Beneficial conversion feature		408,459			42,738
Warrant liability		517,791			144,387

TOTAL LIABILITIES		21,954,365			18,202,326

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ (DEFICIT) EQUITY

Common stock, $0.01 par value, 75,000,000 shares authorized; 6,117,698 and 5,316,684 shares issued and outstanding as of March 31, 2015 and June 30, 2014, respectively		61,177			53,167

Class B Preferred Stock Units, $0.001 par value, 84,563 and 68,488 Units authorized, issued and outstanding as of March 31, 2015 and June 30, 2014, respectively		2,635,750			2,475,000

Additional paid-in-capital		23,905,642			23,458,739

Accumulated deficit		(36,845,621	)		(33,930,034	)

Noncontrolling Interest		(4,164,541	)		(3,500,380	)

TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY		(14,407,593	)		(11,443,508	)

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	7,546,772		$	6,758,818

See notes to condensed consolidated financial statements

ROTATE BLACK, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2015			2014			2015			2014

Revenue	$	-		$	-		$	-		$	-

Operating expenses
Accrued salary expense		153,467			165,606			446,803			456,516
Stock based compensation		1,140			26,000			515,841			303,734
General and administrative expenses		194,774			247,504			380,871			383,941
Change in fair value of conversion feature		520,041			(1,751,149	)		475,189			(1,074,217	)
Amortization of beneficial conversion feature and discount		135,576			232,047			356,101			1,167,581
Interest expense		515,403			407,119			1,404,943			1,130,529

Total expenses (income)		1,520,401			(672,873	)		3,579,748			2,368,084

Net (Loss) / income	$	(1,520,401	)	$	672,873		$	(3,579,748	)	$	(2,368,084	)

Net Loss / (income) Attributable to Noncontrolling Interest		216,817			(229,082	)		664,161			532,950

Net (Loss) / income Attributable to Stockholders	$	(1,303,584	)	$	443,791		$	(2,915,587	)	$	(1,835,134	)

Net income (loss) per common share:

Basic	$	(0.25	)	$	0.14		$	(0.63	)	$	(0.50	)

Diluted	$	(0.25	)	$	0.12		$	(0.63	)	$	(0.50	)

Number of common shares used to compute net income (loss) per common share:

Basic		6,115,698			4,861,430			5,657,258			4,709,887

Diluted		6,115,698			5,522,350			5,657,258			4,709,887

See notes to condensed consolidated financial statements

ROTATE BLACK, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	Nine Months Ended March 31,
	2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,579,748	)	$	(2,368,084	)
Adjustments to reconcile net loss to cash provided by operating activities:
Stock-based compensation		335,200			303,734
Cashless Exercise of RBMS warrant		160,750			-
Stock issued for notes payable incentive consideration		19,891			-
Stock for interest		10,822			53,200
Depreciation and amortization		-			853
Amortization and changes in beneficial conversion feature and warrant liability		739,125			430,630
Changes in assets and liabilities:
Prepaid expenses		5,724			(1,868	)
Accounts payable and accrued expenses		1,315,724			1,242,058
Accrued interest on mortgage and notes payable		1,303,862			1,061,175

Net cash provided by operating activities		311,350			721,698

CASH FLOWS FROM INVESTING ACTIVITIES
Deferred development costs - Gulfport Project		(22,005	)		(13,634	)
Deferred casino ground lease rent		(763,595	)		(889,477	)
Deferred development costs - SlotOne Project		(7,500	)		(2,500	)

Net cash used in investing activities		(793,100	)		(905,611	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible promissory notes payable		504,300			535,000
Payment of notes payable		(65,000	)		-
Discount on convertible promissory notes payable		92,165			(337,265	)
Increase (decrease) in loans payable - stockholders		(49,137	)		(13,868	)

Net cash provided by financing activities		482,328			183,867

Net increase (decrease) in cash		578			(46	)

Cash, beginning of period		-			46

Cash, end of period	$	578		$	-

Noncash Transactions:

Issuance of common stock for compensation, legal and consulting services	$	495,950		$	181,067

Issuance of common stock in payment of notes payable	$	89,000		$	150,000

Issuance of common stock for note payable incentive consideration	$	19,891		$	136,667

Issuance of common stock as interest	$	10,822		$	53,200

See notes to condensed consolidated financial statements

ROTATE BLACK, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. ORGANIZATION AND OPERATIONS

Rotate Black, Inc. (Company) was incorporated in Nevada on August 2, 2006. The Company develops, operates and manages gaming and related properties. On April 1, 2010, the Company commenced operations under the Gulfport Project management agreement.

Gulfport Project

The Company’s primary focus will be the management of a casino resort in Gulfport, Mississippi (“the Gulfport Project”) under the Gulfport Project Management Agreement with the Company’s affiliate, Rotate Black MS, LLC (RBMS), a Mississippi limited liability company. (Note 5)

Other Projects

On December 13, 2011, the Company formed a wholly-owned subsidiary, SlotOne, Inc., to provide slot machines on a participation basis in certain casino locations where the replacement of old equipment can enhance earnings for the gaming location and the Company. To date, the Company has secured an exclusive license agreement with Global Gaming Group, Inc. for the use if its slot games and gaming content. Currently the Company is assimilating these games and its infrastructure into a new Class II gaming platform. Initial testing of the Company’s new state of the art equipment is contemplated in the fall of 2015.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and with the rules and regulations under Regulation S-X of the Securities and Exchange Commission for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position, results of operations and cash flows for interim financial statements have been included. These financial statements should be read in conjunction with the financial statements of the Company together with the Company’s management discussion and analysis in Item 2 of this report and in the Company’s Form 10-K for the year ended June 30, 2014. Interim results are not necessarily indicative of the results for a full year.

Consolidated Financial Statements

The accompanying consolidated financial statements include all of the accounts of the Company, its subsidiary RB OK, LLC and its affiliate, RBMS (Note 6).

On February 28, 2015, our board of directors approved, and submitted a proposal to our stockholders for approval of a 1 for 10 reverse split of our common stock (the “Reverse Stock Split”) The Reverse Stock Split was intended to increase the market price of our common stock to make our common stock more attractive to a broader range of institutional and other investors. We filed a Certificate of Change with the Secretary of State of the State of Nevada to affect the Reverse Stock Split on March 12, 2015. Upon the effectiveness of the Reverse Stock Split, every ten shares of issued and outstanding common stock of the Company were automatically combined into one share of common stock with any fractional shares rounded up to the next whole share and the par value of the common stock increased from $0.001 to $0.01, per share. The Reverse Stock Split reduced the number of outstanding shares of the Company’s common stock from approximately 55.0 million shares to approximately 5.5 million shares. The authorized shares of the Company’s common stock remain at 75,000,000.

Unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying consolidated financial statements have, where applicable, been adjusted retroactively to reflect the Reverse Stock Split.

Investments in 50% or less owned entities without controlling influence by the Company are accounted for using the equity method. Under the equity method, the Company recognizes its ownership share of the income and losses of the equity entity. Through June 30, 2011, the Company accounted for its investment in RBMS on the equity method (Note 6).

All significant intercompany accounts and transactions have been eliminated.

Reclassifications

Certain amounts for the current year have been revised or reclassified to conform to 2015 financial statement presentation.

Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

Financial Instruments

The Company considers the carrying amounts of financial instruments, including cash, accounts payable and accrued expenses to approximate their fair values because of their relatively short maturities.

Property and Equipment

Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method.

Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. The cost and accumulated depreciation of assets retired or otherwise disposed of are relieved from the appropriate accounts and any profit or loss on the sale or disposition of such assets is credited or charged to income.

Derivative Instruments

The Company’s derivative liabilities are related to embedded conversion features of the Convertible Notes Payable. For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Black-Scholes Option Pricing model to value the derivative instruments at inception and subsequent valuation dates and the value is re-assessed at the end of each reporting period in accordance with Accounting Standards Codification (“ASC”) 815.

Beneficial Conversion Charge

The intrinsic value of the beneficial conversion feature arising from the issuance of convertible notes payable with conversion rights that are in the money at the commitment date is recorded as debt discount and amortized to interest expense over the term of the note. The intrinsic value of a beneficial conversion feature is determined after initially allocating an appropriate portion of the proceeds received from the sale of the note to any detachable instruments, such as warrants, included in the sale based on relative fair values.

Revenue Recognition

Revenue is recognized when evidence of an arrangement exists, pricing is fixed and determinable, collection is reasonably assured and delivery or performance of service has occurred. Management fees earned under a contract to operate and manage casino projects are recognized pursuant to terms of the agreement. For the three and nine months ended March 31, 2015, the Company had no revenue.

Share-Based Compensation

The Company recognizes compensation expense for all share-based payment awards made to employees, directors and others based on the estimated fair values on the date of the grant. Common stock equivalents are valued using the Black-Scholes Option Pricing Model using the market price of our common stock on the date of valuation, an expected dividend yield of zero, the remaining period or maturity date of the common stock equivalent and the expected volatility of our common stock.

The Company determines the fair value of the share-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measureable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either the date at which a commitment for performance to earn the equity instrument is reached or the date the performance is complete.

The Company recognizes compensation expense for stock awards with service conditions on a straight-line basis over the requisite service period, which is included in operations.

Basic and Diluted Net Income (Loss) per Common Share

Basic net income (loss) per share (EPS) is calculated by dividing net income (loss) available to common stockholders (numerator) by the weighted-average number of common shares outstanding during each period (denominator). Diluted loss per share gives effect to all dilutive common shares outstanding using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. There were 660,920 common stock equivalents outstanding as of March 31, 2014 included to determine diluted EPS. As of March 31, 2015, the common stock equivalents were not included in the calculation of earnings per shares because their inclusion would have been considered anti-dilutive.

Leases

Rent expense is recognized on the straight-line basis over the term of the lease.

Recent Accounting Pronouncements

In August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) The guidance in ASU 2014-15 sets forth management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing interim and annual financial statements, management should evaluate whether conditions or events, in aggregate, raise substantial doubt about an entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, and, if applicable, whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The Company does not expect the adoption to have a material impact on the Company’s consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

3. GOING CONCERN

The consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of $41,010,162 and negative working capital of $20,314,641 as of March 31, 2015, and further losses are anticipated. These factors raise doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations arising from normal business operations when they come due. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.

The Company’s plan is to commence management fees from the Gulfport Project Management Agreement and other future sources of revenue. Until these occur in sufficient amounts, the Company plans to sell unregistered stock to accredited investors.

4. RBMS MANAGEMENT AGREEMENT

On October 27, 2010, RBMS and the Company, as manager, entered into a management agreement, effective as of April 1, 2010 for a period of 99 years. The Company, as manager, would manage all of the operations of the gaming facility. The management fee will be payable; (1) $200,000, per month, (2) then upon commencement of the gaming operations, $250,000, per month, and (3) then achieving certain earnings, as defined, $300,000, per month. The manager is entitled to appoint two directors of the five directors on the RBMS Board of Directors.

In December 2013, the Company agreed to amend its management agreement with RBMS to facilitate the equity financing for the Gulfport Project and is in the process of negotiating the final terms of this agreement.

As of March 31, 2015, and June 30, 2014, in accordance with ASC 810, “Consolidation”, Management evaluated and determined that the variable interest holders of RBMS lacked the direct and indirect ability to make decisions about the entity’s activities and determined that that the Company is the primary beneficiary of RBMS. As a result, the financial statements of RBMS have been included in the accompanying consolidated financial statements of the Company.

5. GULFPORT CASINO HOTEL PROJECT (HEMINGWAY RESORT AND CASINO)

Pursuant to the new regulatory requirements imposed by the Mississippi Gaming Commission, the Company amended its project plans to a 250,000 square-foot land-based casino featuring gaming, restaurants, bars, and support space, as well as an adjacent 300-room four-star hotel. Subject to obtaining the necessary financing (Note 15), the Company expects the completion and grand opening of the Project in fall 2016. When completed, the $170 million project will feature:

	●	Casino – approximately 53,000 square feet of gaming space, including 1,388 slot machines, 33 table games, including blackjack, craps, roulette, and pai-gow;

	●	Hotel – a 300-room four star hotel including 40 suites and 260 traditional rooms;

	●	Food and Beverage – 3 distinctive and diverse dining options, including a 120-seat steakhouse, a 240-seat buffet, and a casual dining café;

	●	Bars – 3 bars, including a Hemingway Bar featuring views of the marina and outdoor seating; and

	●	Parking – a parking garage and lot that can accommodate approximately 1,200 vehicles.

On November 12, 2014, the Company entered into an exclusive engagement agreement with a financial advisor for the seeking, arranging, negotiating and general advising of the Company with respect to the placement, in one or a series of transactions, of debt and/or equity securities for the purpose of funding the development of the Hemingway Resort and Casino. Consideration for the services under this agreement include a contingent placement fee equal to 3% of the principal amount of any first lien debt and 6% of any subordinated debt or equity like portion.

The financing of this $170 million project is contemplated to include:

	●	$115,000,000 of Senior Secured Notes

	●	$25,000,000 of Vendor Finance

	●	$25,000,000 of New Rotate Black, Inc. Equity

	●	$5,000,000 Equity invested to Date

Rotate Black, Inc.’s equity investment is contemplated to come from the sale of $25.8 Million of Rotate Black, Inc. Senior Notes. (Note 15)

6. INVESTMENT IN RBMS

Upon formation of RBMS and the commencement of the management agreement, the Company, Rotate Black, LLC (“RBL”) and an officer of the Company owned an aggregate 46.6% of the voting interests of RBMS and the remaining units were sold to outside investors. Through June 30, 2011, the Company accounted for its investment in RBMS on the equity method in accordance with ASC 810-10; as it did not meet all the requirements of a variable interest entity to consolidate; the outside equity investors were not protected from the losses of the entity nor were they guaranteed a return by the legal entity; the outside equity investors expected residual returns that were not capped by any arrangements or documents with other holders; and the percent of ownership was expected to be diluted by future financing of RBMS.

Commencing June 30, 2012, and through March 31, 2015, management evaluated and determined that the variable interest holders lacked the direct and indirect ability to make decisions about the entity’s activities and determined that that the Company is the primary beneficiary of RBMS. As a result, the financial statements of RBMS have been included in the accompanying consolidated financial statements of the Company.

Ground Lease

RBMS has entered into one of two necessary ground leases with regard to the Gulfport Casino Hotel site. It is currently a party to a ninety-nine (99) year ground lease (the “Private Lease”) for approximately five (5) acres of land in Gulfport located in the Bert Jones Yacht Basin. RBMS anticipates entering into a fifty-nine (59) year ground lease with the Gulfport Redevelopment Commission for approximately four and one-half (4.5) acres of adjacent and contiguous land (the “GRC Lease”). The GRC Lease will allow RBMS to control more than the minimum seven (7) acres of contiguous land required to have a gaming eligible site in Gulfport, Mississippi.

	●	Private Lease – The Private Lease provides that the Company will pay a percentage rent with a minimum rent guarantee. The percentage rent is equal to four percent (4%) of the gross gaming revenues (as defined in the Private Lease). The minimum rent guarantee is $110,000 per month with an annual consumer price index adjustment of the minimum rent on the annual anniversary of the Private Lease.

	●	GRC Lease – The current proposed terms for the GRC Lease call for the Company to pay an initial base rent of $50,000 to the GRC upon commencement of construction of the initial gaming operations. After commencement of the gaming operations, it is anticipated that the rent payable to the GRC will be a percentage rent with a minimum rent guarantee. The rent is anticipated to be equal to one percent (1%) of the gross gaming revenues, and the current proposed minimum rent guarantee will be $600,000 per annum. There can be no assurance that the GRC will grant a lease to RBMS or on these terms.

7. THE BIG EASY GAMING VESSEL

On June 10, 2010, the Company purchased The Big Easy, a gaming vessel for the Gulfport Project, for an aggregate purchase price of $4,264,500, payable: (a) by issuance of a secured note payable to the seller of $2,975,000 (the Secured Note), (b) issuance of an unsecured note payable to the seller of $600,000 (Unsecured Note), fees of $414,500 and cash of $275,000. Since September 17, 2010, both notes have been deferred and the interest rate was increased to 20%, per annum.

As of June 30, 2011, the due dates of both notes were extended in support of the Company’s current project in Gulfport, MS and the Trustee of the Cruise Holdings bankruptcy estate, holding the mortgage and promissory note payable consented; (1) to require no payments through June 30, 2012; (2) that the collection fees and accrued interest be paid on or before October 1, 2012; (3) extend the due date of the balance of the obligation for the principal and accrued interest to July 1, 2013. The Company has not repaid the principal and accrued interest by the dates stipulated in the extension and is currently in default. As a result, the balances as of the mortgage payable, note payable and accrued interest have been reflected as current liabilities in the Company’s balance sheet as of March 31, 2015 and June 30, 2014.

On December 20, 2012, the Company and an officer of the Company, as Guarantor, entered into a Settlement Agreement (Agreement) with the Trustee for the estate of the gaming vessel which set forth terms related to the consideration to be paid by the Company to the Trustee in exchange for the release of all claims against the Company and the Guarantor, including all promissory notes, penalties, fees and interest.

The Agreement is subject to the order of approval by the US Bankruptcy Court, Southern District of Florida, West Palm Division with regard to the Guarantor and will become effective upon the first business day of RBMS’s closing on primary equity and debt financing for not less than $100,000,000 for the design, construction and opening of a casino resort in Gulfport, MS. Pursuant to the terms of the Agreement, upon closing, the Company shall deliver to the Trustee 250,000 shares of newly authorized Series B Subordinated Participating Preferred Stock in Rotate Black. These Series B Preferred shares will be fully redeemed through payments to the Trustee totaling $5,000,000 and will be determined as a percentage of the Company’s gross cash receipts each year, as defined. The payments will be due on a monthly basis. The Series B shares will be subordinated to a maximum of $2,500,000 of Series A Preferred shares. The Series B are fully redeemable by the Company in part or in full based upon a schedule whereby the balance will be adjusted; (1) within the first three months of the closing to $2,000,000; (2) within the first 15 months of closing to $2,500,000; (3) within the first 27 months of closing to $3,000,000; (4) within the first 39 months of closing to $3,500,000; (5) within the first 51 months of closing to $4,000,000; and (5) after 51 but before 59 months of closing the Company is obligated to pay $5,000,000. If the Series B Preferred is not redeemed on an accelerated basis or in accordance with the terms of the Agreement, the Company shall pay the Trustee the sum of $5,000,000, plus 12% interest, per annum, over the five years, with default provisions as defined.

8. LAND PURCHASE DEPOSIT

On May 26, 2009, the Company entered into an agreement to acquire real property in Sullivan County, New York. The purchase price for the property was 140,983 shares of common stock of the Company, $1,750,000 in cash on escrow and $1,750,000 in cash upon closing. On May 11, 2009, the Company issued 63,074 shares of common stock and Rotate Black, LLC transferred, on behalf of the Company, 77,909 shares of the Company’s common stock to the seller, both being held in escrow, as a deposit under the agreement for the first right to purchase the real property. The shares were valued at $7,049,142, $50.00, per share. In October 2009, the Company issued 77,909 shares of common stock to Rotate Black, LLC as repayment of the advance.

On November 9, 2009, March 16, 2010 and May 21, 2010, the Company issued 7,000 (valued at $350,000, $50.00, per share), 20,861 (valued at $521,532, $25.00, per share) and 50,000 (valued at $550,000 $11.00, per share) shares of common stock in satisfaction of anti-dilution rights of the land purchase agreement.

The Company has evaluated the fair value of the land deposit and has determined that the acreage of land has a fair value in excess of the book value of the deposit recorded, however, the value of the 218,844 shares of the common stock of the Company provided as a deposit on the land is in excess of its fair value and, therefore, recorded a loss on impairment of the land purchase deposit of $8,361,252 as of June 30, 2014.

9. LOANS PAYABLE – STOCKHOLDERS

Loans payable – stockholders consists of advances made by certain stockholders of the Company and an officer of the Company through a limited liability entity owned by him, and are payable on demand.

10. EMPLOYMENT AGREEMENT

Commencing July 3, 2013, the Company entered into an agreement with its Chief Financial Officer for a term of twelve months subject to earlier termination or renewable upon mutually agreed terms, which has been extended on a month-to-month basis. Compensation for the officer is accrued at $5,000, per month, and will not be paid until the earlier that the Company has successfully raised a minimum of $500,000 in working capital for its own operations or the Company has sufficient excess cash reserves to enable payment. Upon signing the agreement, the officer was issued 100,000 shares of common stock as a signing bonus and is entitled to receive 1,000 additional shares of the Company’s common stock for each month of service provided, issued quarterly.

11. CONVERTIBLE AND PROMISSORY NOTES

On each of July 1, 2014, and on August 28, 2014, the Company sold $32,500, of nine month 8% convertible promissory notes. The notes can be converted at the variable conversion price, as defined, beginning on the date that is 180 days following the date of the note and thereafter at any time until the note is fully paid. If at any time when the notes are issued and outstanding, the Company issues or sells shares of common stock for no consideration or for a consideration per share less than the conversion price, as defined, in effect on the date of the issuance, then the conversion price will be reduced to that amount.

In December 2014 and February 2015, these notes were repaid.

On October 7, 2014, the Company sold $6,000, of the two-year 10% convertible promissory notes. Warrants to purchase an aggregate of 6,000 shares of the Company’s common stock were issued in conjunction with this financing. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.

On October 17, 2014, the Company sold $7,800, of the two-year 10% convertible promissory notes. Warrants to purchase an aggregate of 8,667 shares of the Company’s common stock were issued in conjunction with these financings. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.

On December 2, 2014, the Company sold $300,000, of the two-year 10% convertible promissory notes. Warrants to purchase an aggregate of 330,000 shares of the Company’s common stock were issued in conjunction with these financings. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.

On January 3, 2015, the Company sold a $15,000, two-year, 10% convertible promissory note. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.

On March 1, 2015, the Company sold an aggregate of $50,000, two-year, 10% convertible promissory notes. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.

On March 19, 2015, the Company sold an aggregate of $60,500, two-year, 10% convertible promissory notes. Warrants to purchase an aggregate of 33,889 shares of the Company’s common stock were issued in conjunction with these financings. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.

From May 1, 2012 and continuing through March 31, 2015, the Company issued an aggregate of $1,439,190 in two-year, 10% convertible promissory notes and $65,000 in 8% convertible promissory notes. The notes are convertible into the Company’s common stock as defined at $0.90 a share. There is a total of $1,130,190 in convertible notes outstanding as of March 31, 2015.

In December 2014 the Company changed the exchange price on the convertible promissory notes and warrant to $0.90 (in effect with the reverse stock split).

The convertible note holders were also issued a five year common stock purchase warrant for the purchase of up to 856,004 shares of the Company’s common stock, at a price per share of $0.90, that permits a cashless exercise in the event that the underlying shares of common stock to be issued upon exercise are not registered pursuant to an effective registration statement at the time of the exercise.

Convertible Promissory Note Payable Beneficial Conversion Feature

As part of the issuance of the convertible promissory notes payable, the Company recorded a liability for the embedded beneficial conversion feature on the convertible debentures. Since the conversion feature of the note payable may be reset based upon subsequent financing, the derivative was reflected as a liability. The Company records changes in fair value at each reporting period in its consolidated statements of operations as a gain or loss associated with the change in fair market value. For the nine months ended March 31, 2015 and 2014, the Company recorded a (gain)/expense on the change in fair market value of $475,189 and ($1,074,217), respectively.

The Company calculates the value of the conversion features using the Black Scholes Option Pricing Model, and has reflected this as a discount against the convertible promissory note, amortizable as interest expense over two years.

Warrants

As part of the issuance of the convertible debentures, the Company recorded a liability for the issuance of detachable warrants. Although such warrants are typically considered equity instruments, the warrant agreement allows for resets of the conversion price based upon subsequent financings, therefore the warrant issuance was deemed a liability for financial reporting purposes under the accounting guidance.

The warrants were valued using the Black-Scholes Option Pricing Model with the stock price on day of grant, the risk free interest rate and the expected volatility. This value has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years.

As of March 31, 2015 and June 30, 2014, the Convertible Promissory Notes Payable were as follows:

	March 31, 2015			June 30, 2014

10% Convertible Promissory Note Payable	$	1,065,190		$	779,890
8% Convertible Promissory Note Payable	$	65,000		$	-
Less:
Beneficial Conversion Feature Discount	$	(85,044	)	$	(50,630	)
Warrant Discount	$	(335,142	)	$	(461,721	)

Convertible Promissory Note Payable - Net	$	710,004		$	267,539

For the nine months ended March 31, 2015 and 2014 respectively, the Company recorded $356,101 and $1,167,581 as amortization of the beneficial conversion feature and discount.

On September 6, 2012, the Company received $65,000 in loan proceeds. A promissory note was issued in the amount of $121,000, which includes interest payments of $56,000. In addition, 18,500 shares of common stock were issued as additional interest. Pursuant to the terms of the note, if the promissory note was not repaid by May 20, 2013 the Company is to use its best efforts to liquidate shares of its common stock to repay the loan. As of the date of the accompanying consolidated financial statements, no payments have been made on the promissory note.

12. COMMON AND PREFERRED STOCK

In July, August and September 2014, the Company issued an aggregate of 3,000 shares of common stock, at $0.50, per share, as officer compensation valued at $1,500.

On August 3, 2014, the Company issued 99,457 shares of common stock for the conversion of a 10% Convertible Promissory Note, plus accrued interest and additional interest as an incentive consideration, valued at $89,511.

In October, November and December 2014, the Company issued an aggregate of 3,000 shares of common stock, at $0.50, per share, as officer compensation valued at $1,500.

On October 1, 2014, the Company issued 44,000 shares of common stock for consulting services valued at $22,000.

On October 22, 2014, the Company issued 33,557 shares of common stock for the conversion of a 10% Convertible Promissory Note and accrued interest valued at $30,202.

On December 30, 2014, the Company issued 15,000 shares of common stock for consulting services valued at $7,500.

On December 30, 2014, the Company issued an aggregate of 600,000 shares of common stock for compensation to two officers of the Company valued at $300,000.

In January, February and March 2015 the Company issued an aggregate of 3,000 shares of common stock for compensation to an officer of the Company valued at $1,500.

As of June 30, 2014:

The Company issued 20,000 shares of common stock for legal services valued at $1.00 per share.

The Company issued an aggregate of 222,000 shares of common stock as officer compensation valued at $144,000.

The Company issued an aggregate of 294,939 shares of common stock for were issued for the conversion of 10% Convertible Promissory Notes and accrued interest valued at $294,921.

The Company issued an aggregate of 68,333 shares of common stock in consideration of notes payable valued at $136,667.

The Company issued 32,500 shares of common stock as additional consideration to note holders.

The Company issued an aggregate of 94,533 shares of common stock for consulting services valued at an aggregate of $179,067.

The Company issued 10,000 shares of common stock for interest valued at $20,000.

The Company issued 4,485 shares of common stock for the exercise of cashless warrants.

RBMS Equity

RBMS equity consists of 84,563 Series B Common Units and 8,861 warrants to purchase B Common Units. $1,925,000 in Units were sold for cash from 2010 through 2012 and $550,000 in Units were issued for services rendered to the Company. Pursuant to these transactions Series A Preferred Unit holders converted into Common B Units. In August 2014, certain stockholders of RBMS exercised a warrant for a cashless exercise of 16,075 Series B Common Units valued at $160,750.

Stock Option Plan

On July 6, 2011, the Company’s stockholders approved the Rotate Black, Inc. Stock Option Plan (Plan) under which the Chief Executive Officer of the Company may grant incentive stock options to certain employees to purchase up to 25,000,000 shares of common stock of the Company. The option price shall be no less than the fair market value of the stock, as defined. The Plan shall terminate after ten years. As of March 31, 2015 and June 30, 2014 no options were granted under the Plan.

Preferred Stock

The Company has 5,000,000 shares of Preferred Stock authorized, which has no designation.

On June 10, 2011, the Board of Directors designated 500 shares of Class A 12% Preferred stock (Series A), stated value of $1,000, per share. Each share is convertible at any time from and after the issue date into shares of common stock determined by dividing the stated value of the shares of Series A by the conversion price of $.10, as defined. Holders of the Series A are entitled to receive cumulative dividends at 12%, per annum, payable quarterly, subject to periodic increases, as defined, and a late fee of 18%, per annum. The Series A have certain anti-dilution rights, as defined. In addition, upon the occurrence of any triggering event, as defined, the holder of the Series A shall have the right to: (A) require the Company to redeem all of the Series A held by the holder for a redemption price, in cash, equal to the an amount as defined, or (B) redeem all of the Series A held by the holder for a redemption price, in shares of common stock of the Company, equal to a number of shares equal to the redemption amount, as defined. Upon liquidation of the Company, the Series A holders are entitled to receive an amount equal to the stated value, plus accrued and unpaid dividends. The Series A have no voting rights.

On June 10, 2011, the Company entered into a Securities Purchase Agreement to sell up to an aggregate of 500 shares of Preferred Stock with an aggregate value of $500,000.

As of June 30, 2011 the Company sold 190 Series A shares with 95,000 warrants to purchase common stock for an aggregate of $190,000. Each warrant is exercisable at $4.00, per share, for five years. As of March 31, 2015 and June 30, 2014, none of the warrants have been exercised.

The fair value of the 95,000 detachable warrants sold with the Series A for an aggregate of $190,000, was valued at $91,500 and recorded as additional paid-in capital using a Black Scholes Option Pricing Model using the stock price on day of grant, $1.90, per share, the risk free interest rate of 1.48% and the expected volatility of 81.13%.

Since the Series A embodies an obligation to repurchase the issuer’s equity shares in response to a triggering event, as defined, the Company classified the Series A Preferred Stock as a liability in accordance with guidance under ASC 480-10-65.

As of June 30, 2013, all of the 190 shares of Series A Preferred Stock, including accrued interest, dividends and fees, have been converted to an aggregate of 403,039 shares of the Company’s common stock.

Warrants

As of March 31, 2015, the Company has the following warrants outstanding.

	Warrants Issued		Exercise Price		Term
Series A warrants		95,000	$	0.90		5 years
10% Convertible Promissory Notes Payable		889,893	$	0.90		5 years
Officers and Affiliates		128,000	$	0.90		5 years
Investment Banker Fees		17,730	$	0.90		5 years
Total		1,130,623

13. COMMITMENTS AND CONTINGENCIES

The Company has guaranteed certain notes payable of RBL in the amount to $250,000. (Note 7)

On February 19, 2013 the Company agreed to engage a non-exclusive placement agent in connection with the possible private placement of equity, equity-linked or debt securities in connection with the financing of the Gulfport casino hotel project (“Agreement”). On November 6, 2014, the Company terminated this agreement and agreed to a success-based fee of up to $250,000 contingent upon the close of the Gulfport transaction.

On November 12, 2014, the Company agreed to engage an exclusive financial advisor and placement agent in connection with the possible private placement of equity, equity-linked or debt securities in connection with the financing of the Gulfport casino hotel project (“Agreement”). The Agreement is for an initial term of twelve months and the scope of the engagement agreement calls for a nonrefundable transaction fee, as defined, equal to the sum of (i) 3.00% of the aggregate principal amount of all unsecured, non-senior, second lien or subordinated debt securities, senior notes, capital leases, operating eases and/or bank debt raised or committed from a financing partner introduced to the Company by the agent and (ii) 6.00% of the aggregate amount of all equity and equity-linked securities, as defined, placed or committed from a financing partner introduced to the Company by the agent. The transaction fee shall be subject to an aggregate minimum fee of $1,500,000 provided that the project is financed or the Company enters into an agreement whereby there is change of control.

Litigation

On February 23, 2010, a Complaint was filed in the Third Judicial District Court of the State of Nevada in and For the County of Lyon against the Company, RBL, and others in the amount of $5,000,000 pursuant to the termination of a development agreement for the Dayton Project. On July 16, 2010, the Company and Defendants filed an answer and counterclaim. A default Judgment was filed in the Third Judicial District Court of the State of Nevada In and For the County of Lyon on August 8, 2011 against the Company, Rotate Black, LLC, two officers of the Company. On June 6, 2012, the Company filed a Motion for Leave to Seek District Court’s Correction of Clerical Error Appearing on the Face of the Judgment, Subject Matter of Current Appeal in the Supreme Court of the State of Nevada. On June 7, 2012 the Company was notified that the Nevada Supreme Court would hear its appeals to the default judgment. On September 14, 2014 the Supreme Court upheld the default, but overturned the default judgment and remanded the case back down to the District Court. The Company will continue to vigorously defend this action but can provide no assurance as to the likelihood of the outcome of the matter.

On January 18, 2012, an investment banker filed a civil lawsuit against the Company in the Circuit Court of Harrison County, Mississippi, First Judicial District, alleging breach of a fee letter agreement in the amount of $150,000, plus attorney’s fees and costs. The Plaintiff filed a motion for summary judgment on November 21, 2013, which was heard on January 9, 2014, whereupon the motion was granted with regard to the Company’s liability for $25,000. The Court has not entered an order confirming its ruling and has not reached a determination as to the Company’s liability on the remaining $125,000. The Company will vigorously defend this action but can provide no assurance as to the likelihood of the outcome of the matter. As of March 31, 2015 and June 30, 2014, the Company has an accrued liability of $150,000 against the claim.

14. INCOME TAXES

The Company and its subsidiaries file separate tax returns. As of March 31, 2015 and June 30, 2014, management has evaluated and concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements.

15. SUBSEQUENT EVENTS

Common Stock

In April 2015 the Company issued 1,000 shares of common stock for compensation to an officer of the Company.

Convertible Notes and Warrants

On May 22, 2015, the Company agreed to sell up to $300,000, two-year, 10% convertible promissory notes. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.

Forbearance and Discounted Payoff Agreement

Effective May 15, 2015 the company entered into Forbearance and Discounted Payoff Agreement (“Agreement”) with regard to the Big Easy Gaming Vessel Loans (Note 7) dated June 11, 2010 for $2,975,000 and $600,000. As of April 30, 2015, the aggregate indebtedness of the loans was determined to be $7,386,005. The Agreement provides for a discounted repayment for the total sums of the two loans as $1,250,000 in cash and 400,000 shares of the Company’s common stock by January 31, 2016, as defined. The Agreement includes a certain Stipulation whereby if the discounted payment is not timely met, the Company will be liable for a judgment in the amount of $8,013,755, which represents the aggregate amount of principal, accrued interest and collection fees included in the indebtedness as of January 31, 2016.

Settlement of Debt

On May 22, 2015 the company entered into agreements to eliminate outstanding debt of $1,907,172 due to officers and affiliates for 953,586 shares of the Company’s common stock.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties, relating to our financial condition, profitability, liquidity, resources, business outlook, market forces, corporate strategies, contractual commitments, legal matters, capital requirements and other matters. We note that many factors could cause our actual results and experience to change significantly from the anticipated results or expectations expressed in our forward-looking statements. When words and expressions such as: “believes,” “expects,” “anticipates,” “estimates,” “plans,” “intends,” “objectives,” “goals,” “aims,” “projects,” “forecasts,” “possible,” “seeks,” “may,” “could,” “should,” “might,” “likely,” “enable,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “believes,” “estimates,” “projects” or similar words or expressions are used in this Form 10-Q, as well as statements containing phrases such as “in our view,” “there can be no assurance,” “although no assurance can be given,” or “there is no way to anticipate with certainty,” forward-looking statements are being made and these words or phrases or similar expressions should be interpreted as intended to identify these forward-looking statements.

In addition to the risks discussed in Item 1A “Risk Factors” of our Form 10-K, filed with the Securities and Exchange Commission on March 18, 2015, various other risks and uncertainties may affect the operation, performance, development and results of our business and could cause future outcomes to change significantly from those set forth in our forward-looking statements, including the following factors:

	●	our growth strategies;

	●	our development and potential acquisition of new facilities;

	●	risks related to development and construction activities;

	●	anticipated trends in the gaming industries;

	●	patron demographics;

	●	general market and economic conditions;

	●	access to capital and credit, including our ability to finance future business requirements;

	●	the availability of adequate levels of insurance;

	●	changes in federal, state, and local laws and regulations, including environmental and gaming license legislation and regulations;

	●	regulatory approvals;

	●	competitive environment; and

	●	risks, uncertainties and other factors described from time to time in this and our other SEC filings and reports.

These statements are subject to risks and uncertainties beyond our reasonable control that could cause our actual business and results of operations to differ materially from those reflected in our forward-looking statements. Forward-looking statements are not guarantees of future performance. Our forward-looking statements are based on trends which we anticipate in our industry and our good faith estimate of the effect on these trends of such factors as industry capacity, product demand and product pricing. The inclusion of projections and other forward-looking statements should not be regarded a representation by us or any other person that we will realize our projections or that any of the forward-looking statements contained in this quarterly report will prove to be accurate.

We undertake no obligation to publicly update or revise any forward-looking statements as a result of future developments, events or conditions. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ significantly from those forecast in any forward-looking statements.

MANAGEMENT’S ANALYSIS OF BUSINESS

As used herein the terms “we”, “us”, “our,” the “Registrant,” and the “Company” means, Rotate Black, Inc., a Nevada corporation.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included in this report. This discussion includes forward-looking statements that involve risks and uncertainties. As a result of many factors, our actual results may differ materially from those anticipated in these forward-looking statements.

GENERAL OVERVIEW OF BUSINESS

Rotate Black, Inc. (the Company), was incorporated in Nevada on August 2, 2006. The Company develops, operates and manages gaming and related properties. On April 1, 2010, the Company commenced operations under the Gulfport Project management agreement.

The Company’s primary focus will be the management of a casino resort in Gulfport, Mississippi (the “Gulfport Project”) under the Gulfport Project Management Agreement with the Company’s affiliate, Rotate Black MS, LLC (RBMS), a Mississippi limited liability company.

On May 28, 2010, the Company, Rotate Black, LLC (“RBL”), an entity under common control with the company, and an officer of the Company formed RBMS to own, develop and manage the operations of a dockside vessel-based casino in Gulfport, Mississippi. The initial strategy was to secure an existing gaming vessel, move the vessel to the Company’s Gulfport site, and build land assets on that site to support the gaming vessel. Subsequently, the strategy was changed to developing an entirely land-based casino.

The Gulfport Project is being developed on approximately nine-and-a-half acres of the last gaming-eligible sites in Gulfport, Mississippi. The Gulfport Project is adjacent to the $625+ million redevelopment of the Marina, Port and downtown Gulfport areas.

Gulfport, the second largest city in Mississippi, is approximately 12 miles west of Biloxi. The Gulfport Project is expected to be a sixteen-month development period. Upon completion, the casino is intended to feature roughly 1,400 slot machines and 33 table games. The Gulfport Project’s non-gaming amenities are anticipated to include a 300 room hotel, pool, cabanas, steakhouse, buffet, snack bar and feature bars.

The Company believes that various factors will drive the success of the Gulfport Project and its competitive position including favorable population demographics in the regional area, an established and stable existing gaming market, easy accessibility, and location as part of the renewed Gulfport Marina and Port areas.

The Gulfport Project is to be located approximately 65 miles northeast from New Orleans, Louisiana; 70 miles south of Hattiesburg, Mississippi; 65 miles southwest from Mobile, Alabama; and, 105 miles from Pensacola, Florida. In total, the approximately five million people living within 150 miles generate approximately 17 million visits to the Gulf Coast market each year.

In addition, the project site is just south of downtown Gulfport, four miles from the Gulfport-Biloxi International Airport and adjacent to Mississippi’s third busiest intersection with an estimated 34,000 cars passing by daily.

Gulfport Project

On May 28, 2010, the Company, Rotate Black, LLC (RBL), an entity under common control with the Company, and an officer of the Company formed Rotate Black MS, LLC (RBMS), a Mississippi limited liability company, to own, develop and manage the operations of a casino resort to be located on the property adjacent to the Gulfport, MS marina. RBMS’s initial strategy was to secure an existing gaming vessel, move the vessel to the Gulfport site, and build land assets on that site to support the gaming vessel. Subsequently, RBMS changed its strategy to an entirely land-based casino.

Pursuant to the new regulatory requirements imposed by Mississippi Gaming Commission, the Company amended its project plans to a 250,000 square-foot land-based casino featuring gaming, restaurants, bars, and support space, as well as an adjacent 300-room four-star hotel. The Company expects the completion and grand opening of the Project in Fall 2016. Upon completion, the proposed $170 million project is anticipated to feature:

	●	Casino – approximately 53,000 square feet of gaming space, including 1,388 slot machines, 33 table games, including blackjack, craps, roulette, and easy-baccarat

	●	Hotel – a 300-room four star hotel including 40 suites and 260 traditional rooms

	●	Food and Beverage – Three distinctive and diverse dining options, including a 120-seat steakhouse, a 240-seat buffet, and a casual dining café

	●	Bars – Three bars, including a Hemingway Bar featuring views of the marina and outdoor seating

	●	Parking – a parking garage and lot that can accommodate approximately 1,200 vehicles

The total financing of this project is contemplated to be $170 million and is anticipated to be structured in the following way:

	●	$115,000,000 of Senior Secured Notes

	●	$25,000,000 of Vendor Finance

	●	$25,000,000 of New Rotate Black, Inc. Equity

	●	$5,000,000 Equity invested to Date

Rotate Black, Inc.’s equity investment is contemplated to come from the direct sale of $25.8 Million of Rotate Black, Inc. Senior Notes.

Other Projects

SlotOne, LLC

Going Concern

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. The Company has incurred substantial losses from operations and it has negative operating cash flow, which raises doubt about its ability to continue as a going concern. The Company sustained a net loss attributable to common shareholders of ($2,915,587) for the nine months ended March 31, 2015 and has an accumulated deficit as of March 31, 2015 of $41,010,162.

We intend to continue our planned capital expenditures to develop our gaming interests, as discussed, but we do not have sufficient realized revenues in order to finance these activities internally. As such, we intend to seek capital in order to fund our working capital and capital expenditure needs.

Although we recently obtained additional financing through convertible promissory notes and loans, we can provide no assurance that we will be able to obtain sufficient additional funds to develop our interests and alleviate doubt about our ability to continue as a going concern. We cannot be certain that additional funds, even if available, will be on acceptable terms. To the extent the Company raises additional funds by issuing equity or equity-linked securities, our stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact our ability to conduct business. Furthermore, certain of our current creditors may be required to approve any such transaction and may require the issuance of securities convertible into equity of the Company that can result in significant dilution.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

Three months ended March 31, 2015 compared to the three months ended March 31, 2014

Revenue

For the three months periods ended March 31, 2015 and 2014, we had revenues of $0 and $0 respectively. The Company is anticipating management fees associated with the Gulfport project.

Expenses

Our total expenses for the three months ended March 31, 2015, were $1,520,401 as compared to income of $672,873 for the comparable prior year period. The decrease in loss of $2,13,274, approximately 326%, can be attributed primarily to an increase in the fair value of the conversion feature of the notes payable offset in part by decreases in amortization of the beneficial conversion feature, general and administrative expenses and stock-based compensation expense, and accrued salary expense.

General and administrative expenses for the three months ended March 31, 2015, were $194,774 as compared to $247,504 for the comparable prior year period. The decrease of $52,730, approximately 21%, is mainly attributable to decreases in financing fees, investor relations fees, lobbyist fees and travel expenses offset by increases in legal and lease extension fees.

Interest expense for the three months ended March 31, 2015 was $515,403 as compared to $407,119 for the three months ended March 31, 2014. This increase of $108,284, approximately 27% resulted primarily from increases in interest related to the mortgage on the Big Easy Vessel and Promissory Notes in addition to interest on stockholder loans and the convertible promissory notes.

Net loss attributable to stockholders for the three months ended March 31, 2015, was $1,303,584 as compared to a net income of $443,791 for the comparable prior year period. The increase in loss of $1,747,375, approximately 394%, can be attributed to the increase in fair value of the conversion feature of the notes payable and interest expense.

Nine months ended March 31, 2015 compared to the nine months ended March 31, 2014

Revenue

For the nine month periods ended March 31, 2014 and 2014, we had revenues of $0 and $0 respectively. The Company is anticipating management fees associated with the Gulfport project.

Expenses

Our total expenses for the nine months ended March 31, 2015, were $3,579,748 as compared to $2,368,084 for the comparable prior year period. The increase of $1,211,664, approximately 51%, can be attributed primarily to increases in change in fair value of the conversion feature of the notes payable, stock based compensation expense and interest expense, offset in part by decreases in amortization of the beneficial conversion feature, general and administrative expenses and accrued salary expense.

General and administrative expenses for the nine months ended March 31, 2015, were $380,781 as compared to $383,941 for the comparable prior year period. The decrease of $3,070, approximately 1%, is mainly attributable to decreases in financing fees, investor relations fees and lobbyist fees offset by increases in legal, lease extension fees and travel expenses.

Interest expense for the nine months ended March 31, 2015 was $1,404,943 as compared to $1,130,529 for the nine months ended March 31, 2014. This increase of $274,414, approximately 24% resulted primarily from increases in interest related to the mortgage on the Big Easy Vessel and Promissory Notes in addition to interest on stockholder loans and the convertible promissory notes.

Net loss attributable to stockholders for the nine months ended March 31, 2015, was $2,915,587 as compared to a net loss of $1,835,134 for the comparable prior year period. The increase in loss of $1,080,453, approximately 59%, can be attributed primarily to increases in change in fair value of the conversion feature of the notes payable, stock based compensation expense and interest expense, offset by decreases in amortization of the beneficial conversion feature, general and administrative expenses and accrued salary expense.

Liquidity and Capital Resources

As of March 31, 2015, we had negative working capital of $20,314,641 compared to negative working capital of $17,739,046 as of June 30, 2014, and an accumulated deficit of $41,010,162 as of March 31, 2015, and further losses are anticipated.

We do not have sufficient funds to continue our operating activities. Future operating activities are expected to be funded by sales of common stock and to a limited extent, debt financing until such time that operations will generate sufficient funds.

These factors raise doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations arising from normal business operations when they come due. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event we cannot continue.

Cash Provided by Operating Activities

Cash flows from operating activities for the nine months ended March 31, 2015 was $311,350, as compared to $721,698 for the comparable nine months ended March 31, 2014. The decrease in the Company’s operating cash flows was $410,348 from the nine months ended March 31, 2015 as compared the nine months ended March 31, 2014. The Company had not generated revenues from operations for the nine months ended March 31, 2015 or 2014. As a result, cash flows from operations are generated primarily by changes in amortization and changes in fair market value associated with the convertible debt and warrant liability, amounts accrued for operating expenses stock-based compensation and cashless exercise of RBMS warrant.

Cash Used in Investing Activities

Cash flows used in investing activities for the nine months ended March 31, 2015 was $793,100 as compared to $905,611 used in investing activities for the nine months ended March 31, 2014. This increase in cash used in investing activities of $112,511 consisted primarily of an increase in deferred casino ground lease rent.

Cash Provided by Financing Activities

Cash flows provided by financing activities for the nine months ended March 31, 2015 were $482,328 as compared to $183,867 provided by financing activities for the nine months ended March 31, 2015. This increase in cash provided by financing activities of $298,461 consisted primarily of an increase in discounts on notes payable offset by a decreases in the proceeds from convertible promissory notes, payment on notes payable and loans payable stockholders.

Off-balance Sheet Arrangements

The Company has no off-balance sheet arrangements other than the guarantees discussed in the Notes to the consolidated financial statements.

Impact of Inflation

We believe that inflation has not had a material impact on our results of operations for the period ended March 31, 2015. We cannot be assured that future inflation will not have an adverse impact on our operating results and financial condition.

Climate Change

Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information to be reported under this item is not required of smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and the Chief Financial Officer, we have concluded that our disclosure controls and procedures were not effective as of December 31, 2014, based on their evaluation of these controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in reports it files or submits under the Exchange Act is accumulated and communicated to management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We have identified certain matters that constitute deficiencies (as defined under the Public Company Accounting Oversight Board Auditing Standard No. 5) in our internal controls over financial reporting. The deficiencies that we have identified relate to the fact that that our overall financial reporting structure, internal accounting information systems and current staffing levels are not sufficient to support our financial reporting requirements. We are working to remedy our deficiencies.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On February 23, 2010, a Complaint was filed in the Third Judicial District Court of the State of Nevada in and For the County of Lyon against the Company, RBL, and others in the amount of $5,000,000 pursuant to the termination of a development agreement for the Dayton Project. On July 16, 2010, the Company and Defendants filed an answer and counterclaim. A default Judgment was filed in the Third Judicial District Court of the State of Nevada In and For the County of Lyon on August 8, 2011 against the Company, Rotate Black, LLC, two officers of the Company, and others in the amount of $9,674,057 for exemplary and punitive damages. In connection with this matter, a Request for Enrollment of Foreign Judgment was filed in the Circuit Court of Harrison County, Mississippi, First Judicial District on December 23, 2011. On June 6, 2012, the Company filed a Motion for Leave to Seek District Court’s Correction of Clerical Error Appearing on the Face of the Judgment, Subject Matter of Current Appeal in the Supreme Court of the State of Nevada. On June 7, 2012 the Company was notified that the Nevada Supreme Court would hear its appeals to the default judgment. On September 4, 2014, the Supreme Court removed the default judgment and remanded the case back down to the District Court for further litigation. The Company continues to vigorously defend this action but can provide no assurance as to the likelihood of the outcome of the matter.

ITEM 1A. RISK FACTORS

N/A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.:		Exhibit

31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934*

31.2		Certification of the Chief Financial Officer (principal financial and accounting officer) pursuant to Rule 13a-14 of the Securities Exchange Act of 1934*

32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350*

32.2		Certification of the Chief Financial Officer (principal financial and accounting officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350*

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101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE+

101.LAB		XBRL TAXONOMY EXTENSION LABELS LINKBASE+

101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE+

*filed herewith

+submitted herewith

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ROTATE BLACK, INC.

Date: June 8, 2015	By:	/s/ John Paulsen
		John Paulsen, Chairman,
		(Principal Executive Officer)

EX-31.1 2 ex31-1.htm EXHIBIT 31.1

EXHIBIT 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Paulsen, Chief Executive Officer of Rotate Black, Inc. certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Rotate Black, Inc.;

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

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

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

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

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

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

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

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

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

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

	ROTATE BLACK INC.

June 8, 2015	By:	/s/ John Paulsen
		John Paulsen
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2 3 ex31-2.htm EXHIBIT 31.2

EXHIBIT 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alan Bailey, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Rotate Black, Inc.;

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

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

	ROTATE BLACK INC.

Date: June 8, 2015	By:	/s/ Alan Bailey
		Alan Bailey
		Chief Financial Officer
		Principal Financial and Accounting Officer

EX-32.1 4 ex32-1.htm EXHIBIT 32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Rotate Black, Inc. (the “Company”) on Form 10-Q for the quarter ending March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)	The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	ROTATE BLACK INC.

Date: June 8, 2015	By:	/s/ John Paulsen
		John Paulsen
		Chief Executive Officer
		(Principal Executive Officer)

EX-32.2 5 ex32-2.htm EXHIBIT 32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1)	The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	ROTATE BLACK INC.

Date: June 8, 2015	By:	/s/ Alan Bailey
		Alan Bailey
		Chief Financial Officer
		Principal Financial and Accounting Officer

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1. ORGANIZATION AND OPERATIONS   Rotate Black, Inc. (Company) was incorporated in Nevada on August 2, 2006. The Company develops, operates and manages gaming and related properties. On April 1, 2010, the Company commenced operations under the Gulfport Project management agreement.   Gulfport Project   The Companys primary focus will be the management of a casino resort in Gulfport, Mississippi (the Gulfport Project) under the Gulfport Project Management Agreement with the Companys affiliate, Rotate Black MS, LLC (RBMS), a Mississippi limited liability company. (Note 5)   Other Projects   On December 13, 2011, the Company formed a wholly-owned subsidiary, SlotOne, Inc., to provide slot machines on a participation basis in certain casino locations where the replacement of old equipment can enhance earnings for the gaming location and the Company. To date, the Company has secured an exclusive license agreement with Global Gaming Group, Inc. for the use if its slot games and gaming content. Currently the Company is assimilating these games and its infrastructure into a new Class II gaming platform. Initial testing of the Companys new state of the art equipment is contemplated in the fall of 2015.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation   The accompanying unaudited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and with the rules and regulations under Regulation S-X of the Securities and Exchange Commission for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position, results of operations and cash flows for interim financial statements have been included. These financial statements should be read in conjunction with the financial statements of the Company together with the Companys management discussion and analysis in Item 2 of this report and in the Companys Form 10-K for the year ended June 30, 2014. Interim results are not necessarily indicative of the results for a full year.   Consolidated Financial Statements   The accompanying consolidated financial statements include all of the accounts of the Company, its subsidiary RB OK, LLC and its affiliate, RBMS (Note 6).   On February 28, 2015, our board of directors approved, and submitted a proposal to our stockholders for approval of a 1 for 10 reverse split of our common stock (the Reverse Stock Split) The Reverse Stock Split was intended to increase the market price of our common stock to make our common stock more attractive to a broader range of institutional and other investors. We filed a Certificate of Change with the Secretary of State of the State of Nevada to affect the Reverse Stock Split on March 12, 2015. Upon the effectiveness of the Reverse Stock Split, every ten shares of issued and outstanding common stock of the Company were automatically combined into one share of common stock with any fractional shares rounded up to the next whole share and the par value of the common stock increased from $0.001 to $0.01, per share. The Reverse Stock Split reduced the number of outstanding shares of the Companys common stock from approximately 55.0 million shares to approximately 5.5 million shares. The authorized shares of the Companys common stock remain at 75,000,000.   Unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying consolidated financial statements have, where applicable, been adjusted retroactively to reflect the Reverse Stock Split.   Investments in 50% or less owned entities without controlling influence by the Company are accounted for using the equity method. Under the equity method, the Company recognizes its ownership share of the income and losses of the equity entity. Through June 30, 2011, the Company accounted for its investment in RBMS on the equity method (Note 6).   All significant intercompany accounts and transactions have been eliminated.   Reclassifications   Certain amounts for the current year have been revised or reclassified to conform to 2015 financial statement presentation.   Estimates   The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.   Financial Instruments   The Company considers the carrying amounts of financial instruments, including cash, accounts payable and accrued expenses to approximate their fair values because of their relatively short maturities.   Property and Equipment   Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method.   Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. The cost and accumulated depreciation of assets retired or otherwise disposed of are relieved from the appropriate accounts and any profit or loss on the sale or disposition of such assets is credited or charged to income.   Derivative Instruments   The Companys derivative liabilities are related to embedded conversion features of the Convertible Notes Payable. For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Black-Scholes Option Pricing model to value the derivative instruments at inception and subsequent valuation dates and the value is re-assessed at the end of each reporting period in accordance with Accounting Standards Codification (ASC) 815.   Beneficial Conversion Charge   The intrinsic value of the beneficial conversion feature arising from the issuance of convertible notes payable with conversion rights that are in the money at the commitment date is recorded as debt discount and amortized to interest expense over the term of the note. The intrinsic value of a beneficial conversion feature is determined after initially allocating an appropriate portion of the proceeds received from the sale of the note to any detachable instruments, such as warrants, included in the sale based on relative fair values.   Revenue Recognition   Revenue is recognized when evidence of an arrangement exists, pricing is fixed and determinable, collection is reasonably assured and delivery or performance of service has occurred. Management fees earned under a contract to operate and manage casino projects are recognized pursuant to terms of the agreement. For the three and nine months ended March 31, 2015, the Company had no revenue.   Share-Based Compensation   The Company recognizes compensation expense for all share-based payment awards made to employees, directors and others based on the estimated fair values on the date of the grant. Common stock equivalents are valued using the Black-Scholes Option Pricing Model using the market price of our common stock on the date of valuation, an expected dividend yield of zero, the remaining period or maturity date of the common stock equivalent and the expected volatility of our common stock.   The Company determines the fair value of the share-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measureable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either the date at which a commitment for performance to earn the equity instrument is reached or the date the performance is complete.   The Company recognizes compensation expense for stock awards with service conditions on a straight-line basis over the requisite service period, which is included in operations.   Basic and Diluted Net Income (Loss) per Common Share   Basic net income (loss) per share (EPS) is calculated by dividing net income (loss) available to common stockholders (numerator) by the weighted-average number of common shares outstanding during each period (denominator). Diluted loss per share gives effect to all dilutive common shares outstanding using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. There were 660,920 common stock equivalents outstanding as of March 31, 2014 included to determine diluted EPS. As of March 31, 2015, the common stock equivalents were not included in the calculation of earnings per shares because their inclusion would have been considered anti-dilutive.   Leases   Rent expense is recognized on the straight-line basis over the term of the lease.   Recent Accounting Pronouncements   In August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern (ASU 2014-15) The guidance in ASU 2014-15 sets forth managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing interim and annual financial statements, management should evaluate whether conditions or events, in aggregate, raise substantial doubt about an entitys ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, and, if applicable, whether it is probable that managements plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The Company does not expect the adoption to have a material impact on the Companys consolidated financial statements.   Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

3. GOING CONCERN   The consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of $41,010,162 and negative working capital of $20,314,641 as of March 31, 2015, and further losses are anticipated. These factors raise doubt about the Companys ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations arising from normal business operations when they come due. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.   The Companys plan is to commence management fees from the Gulfport Project Management Agreement and other future sources of revenue. Until these occur in sufficient amounts, the Company plans to sell unregistered stock to accredited investors. 4. RBMS MANAGEMENT AGREEMENT   On October 27, 2010, RBMS and the Company, as manager, entered into a management agreement, effective as of April 1, 2010 for a period of 99 years. The Company, as manager, would manage all of the operations of the gaming facility. The management fee will be payable; (1) $200,000, per month, (2) then upon commencement of the gaming operations, $250,000, per month, and (3) then achieving certain earnings, as defined, $300,000, per month. The manager is entitled to appoint two directors of the five directors on the RBMS Board of Directors.   In December 2013, the Company agreed to amend its management agreement with RBMS to facilitate the equity financing for the Gulfport Project and is in the process of negotiating the final terms of this agreement.   As of March 31, 2015, and June 30, 2014, in accordance with ASC 810, Consolidation, Management evaluated and determined that the variable interest holders of RBMS lacked the direct and indirect ability to make decisions about the entitys activities and determined that that the Company is the primary beneficiary of RBMS. As a result, the financial statements of RBMS have been included in the accompanying consolidated financial statements of the Company.

5. GULFPORT CASINO HOTEL PROJECT (HEMINGWAY RESORT AND CASINO)   Pursuant to the new regulatory requirements imposed by the Mississippi Gaming Commission, the Company amended its project plans to a 250,000 square-foot land-based casino featuring gaming, restaurants, bars, and support space, as well as an adjacent 300-room four-star hotel. Subject to obtaining the necessary financing (Note 15), the Company expects the completion and grand opening of the Project in fall 2016. When completed, the $170 million project will feature:   <table cellspacing="0" cellpadding="0" style="font: 10pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px; line-height: 115%"> </td> <td style="width: 24px; line-height: 115%">● </td> <td style="text-decoration: underline; line-height: 115%; text-align: justify">Casino approximately 53,000 square feet of gaming space, including 1,388 slot machines, 33 table games, including blackjack, craps, roulette, and pai-gow; </td></tr> <tr style="vertical-align: top"> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="text-align: justify; line-height: 115%"> </td></tr> <tr style="vertical-align: top"> <td style="line-height: 115%"> </td> <td style="line-height: 115%">●</td> <td style="text-decoration: underline; line-height: 115%; text-align: justify">Hotel a 300-room four star hotel including 40 suites and 260 traditional rooms;</td></tr> <tr style="vertical-align: top"> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="text-align: justify; line-height: 115%"> </td></tr> <tr style="vertical-align: top"> <td style="line-height: 115%"> </td> <td style="line-height: 115%">●</td> <td style="text-decoration: underline; line-height: 115%; text-align: justify">Food and Beverage 3 distinctive and diverse dining options, including a 120-seat steakhouse, a 240-seat buffet, and a casual dining café;</td></tr> <tr style="vertical-align: top"> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="text-align: justify; line-height: 115%"> </td></tr> <tr style="vertical-align: top"> <td style="line-height: 115%"> </td> <td style="line-height: 115%">●</td> <td style="text-decoration: underline; line-height: 115%; text-align: justify">Bars 3 bars, including a Hemingway Bar featuring views of the marina and outdoor seating; and</td></tr> <tr style="vertical-align: top"> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="text-align: justify; line-height: 115%"> </td></tr> <tr style="vertical-align: top"> <td style="line-height: 115%"> </td> <td style="line-height: 115%">●</td> <td style="text-decoration: underline; line-height: 115%; text-align: justify">Parking a parking garage and lot that can accommodate approximately 1,200 vehicles.</td></tr> </table>   On November 12, 2014, the Company entered into an exclusive engagement agreement with a financial advisor for the seeking, arranging, negotiating and general advising of the Company with respect to the placement, in one or a series of transactions, of debt and/or equity securities for the purpose of funding the development of the Hemingway Resort and Casino. Consideration for the services under this agreement include a contingent placement fee equal to 3% of the principal amount of any first lien debt and 6% of any subordinated debt or equity like portion.   The financing of this $170 million project is contemplated to include:   <table cellspacing="0" cellpadding="0" style="font: 10pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr> <td style="width: 24px; line-height: 115%"> </td> <td style="vertical-align: top; width: 24px; line-height: 115%">●</td> <td style="line-height: 115%">$115,000,000 of Senior Secured Notes</td></tr> <tr> <td style="line-height: 115%"> </td> <td style="vertical-align: top; line-height: 115%"> </td> <td style="line-height: 115%"> </td></tr> <tr> <td style="line-height: 115%"> </td> <td style="vertical-align: top; line-height: 115%">●</td> <td style="line-height: 115%">$25,000,000 of Vendor Finance</td></tr> <tr> <td style="line-height: 115%"> </td> <td style="vertical-align: top; line-height: 115%"> </td> <td style="line-height: 115%"> </td></tr> <tr> <td style="line-height: 115%"> </td> <td style="vertical-align: top; line-height: 115%">●</td> <td style="line-height: 115%">$25,000,000 of New Rotate Black, Inc. Equity</td></tr> <tr> <td style="line-height: 115%"> </td> <td style="vertical-align: top; line-height: 115%"> </td> <td style="line-height: 115%"> </td></tr> <tr> <td style="line-height: 115%"> </td> <td style="vertical-align: top; line-height: 115%">●</td> <td style="line-height: 115%">$5,000,000 Equity invested to Date</td></tr> </table>   Rotate Black, Inc.s equity investment is contemplated to come from the sale of $25.8 Million of Rotate Black, Inc. Senior Notes. (Note 15)

Consolidated Financial Statements   The accompanying consolidated financial statements include all of the accounts of the Company, its subsidiary RB OK, LLC and its affiliate, RBMS (Note 6).   On February 28, 2015, our board of directors approved, and submitted a proposal to our stockholders for approval of a 1 for 10 reverse split of our common stock (the Reverse Stock Split) The Reverse Stock Split was intended to increase the market price of our common stock to make our common stock more attractive to a broader range of institutional and other investors. We filed a Certificate of Change with the Secretary of State of the State of Nevada to affect the Reverse Stock Split on March 12, 2015. Upon the effectiveness of the Reverse Stock Split, every ten shares of issued and outstanding common stock of the Company were automatically combined into one share of common stock with any fractional shares rounded up to the next whole share and the par value of the common stock increased from $0.001 to $0.01, per share. The Reverse Stock Split reduced the number of outstanding shares of the Companys common stock from approximately 55.0 million shares to approximately 5.5 million shares. The authorized shares of the Companys common stock remain at 75,000,000.   Unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying consolidated financial statements have, where applicable, been adjusted retroactively to reflect the Reverse Stock Split.   Investments in 50% or less owned entities without controlling influence by the Company are accounted for using the equity method. Under the equity method, the Company recognizes its ownership share of the income and losses of the equity entity. Through June 30, 2011, the Company accounted for its investment in RBMS on the equity method (Note 6).   All significant intercompany accounts and transactions have been eliminated.

Estimates   The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

Financial Instruments   The Company considers the carrying amounts of financial instruments, including cash, accounts payable and accrued expenses to approximate their fair values because of their relatively short maturities.

Property and Equipment   Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method.   Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. The cost and accumulated depreciation of assets retired or otherwise disposed of are relieved from the appropriate accounts and any profit or loss on the sale or disposition of such assets is credited or charged to income.

Derivative Instruments   The Companys derivative liabilities are related to embedded conversion features of the Convertible Notes Payable. For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Black-Scholes Option Pricing model to value the derivative instruments at inception and subsequent valuation dates and the value is re-assessed at the end of each reporting period in accordance with Accounting Standards Codification (ASC) 815.

Beneficial Conversion Charge   The intrinsic value of the beneficial conversion feature arising from the issuance of convertible notes payable with conversion rights that are in the money at the commitment date is recorded as debt discount and amortized to interest expense over the term of the note. The intrinsic value of a beneficial conversion feature is determined after initially allocating an appropriate portion of the proceeds received from the sale of the note to any detachable instruments, such as warrants, included in the sale based on relative fair values.

Revenue Recognition   Revenue is recognized when evidence of an arrangement exists, pricing is fixed and determinable, collection is reasonably assured and delivery or performance of service has occurred. Management fees earned under a contract to operate and manage casino projects are recognized pursuant to terms of the agreement. For the three and nine months ended March 31, 2015, the Company had no revenue.

Share-Based Compensation   The Company recognizes compensation expense for all share-based payment awards made to employees, directors and others based on the estimated fair values on the date of the grant. Common stock equivalents are valued using the Black-Scholes Option Pricing Model using the market price of our common stock on the date of valuation, an expected dividend yield of zero, the remaining period or maturity date of the common stock equivalent and the expected volatility of our common stock.   The Company determines the fair value of the share-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measureable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either the date at which a commitment for performance to earn the equity instrument is reached or the date the performance is complete.   The Company recognizes compensation expense for stock awards with service conditions on a straight-line basis over the requisite service period, which is included in operations.

Basic and Diluted Net Income (Loss) per Common Share   Basic net income (loss) per share (EPS) is calculated by dividing net income (loss) available to common stockholders (numerator) by the weighted-average number of common shares outstanding during each period (denominator). Diluted loss per share gives effect to all dilutive common shares outstanding using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. There were 660,920 common stock equivalents outstanding as of March 31, 2014 included to determine diluted EPS. As of March 31, 2015, the common stock equivalents were not included in the calculation of earnings per shares because their inclusion would have been considered anti-dilutive.

Leases   Rent expense is recognized on the straight-line basis over the term of the lease.

Recent Accounting Pronouncements   In August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern (ASU 2014-15) The guidance in ASU 2014-15 sets forth managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing interim and annual financial statements, management should evaluate whether conditions or events, in aggregate, raise substantial doubt about an entitys ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, and, if applicable, whether it is probable that managements plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The Company does not expect the adoption to have a material impact on the Companys consolidated financial statements.   Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

P99Y P59Y

4.5

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2975000

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414500

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100000000

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3500000

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P5Y

P2Y

140983

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20861

50000

1750000

63074

77909

7049142

77909

350000

521532

550000

P12M

5000

500000 856004 6000 8667 330000 33889

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0.10

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0.0148

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1130623

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128000

17730

6. INVESTMENT IN RBMS   Upon formation of RBMS and the commencement of the management agreement, the Company, Rotate Black, LLC (RBL) and an officer of the Company owned an aggregate 46.6% of the voting interests of RBMS and the remaining units were sold to outside investors. Through June 30, 2011, the Company accounted for its investment in RBMS on the equity method in accordance with ASC 810-10; as it did not meet all the requirements of a variable interest entity to consolidate; the outside equity investors were not protected from the losses of the entity nor were they guaranteed a return by the legal entity; the outside equity investors expected residual returns that were not capped by any arrangements or documents with other holders; and the percent of ownership was expected to be diluted by future financing of RBMS.   Commencing June 30, 2012, and through March 31, 2015, management evaluated and determined that the variable interest holders lacked the direct and indirect ability to make decisions about the entitys activities and determined that that the Company is the primary beneficiary of RBMS. As a result, the financial statements of RBMS have been included in the accompanying consolidated financial statements of the Company.   Ground Lease   RBMS has entered into one of two necessary ground leases with regard to the Gulfport Casino Hotel site. It is currently a party to a ninety-nine (99) year ground lease (the Private Lease) for approximately five (5) acres of land in Gulfport located in the Bert Jones Yacht Basin. RBMS anticipates entering into a fifty-nine (59) year ground lease with the Gulfport Redevelopment Commission for approximately four and one-half (4.5) acres of adjacent and contiguous land (the GRC Lease). The GRC Lease will allow RBMS to control more than the minimum seven (7) acres of contiguous land required to have a gaming eligible site in Gulfport, Mississippi.   <table cellspacing="0" cellpadding="0" style="font: 10pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px; line-height: 115%"> </td> <td style="width: 24px; line-height: 115%">●</td> <td style="text-align: justify; line-height: 115%">Private Lease The Private Lease provides that the Company will pay a percentage rent with a minimum rent guarantee. The percentage rent is equal to four percent (4%) of the gross gaming revenues (as defined in the Private Lease). The minimum rent guarantee is $110,000 per month with an annual consumer price index adjustment of the minimum rent on the annual anniversary of the Private Lease.</td></tr> <tr style="vertical-align: top"> <td style="line-height: 115%"> </td> <td style="line-height: 115%"> </td> <td style="text-align: justify; line-height: 115%"> </td></tr> <tr style="vertical-align: top"> <td style="line-height: 115%"> </td> <td style="line-height: 115%">●</td> <td style="text-align: justify; line-height: 115%">GRC Lease The current proposed terms for the GRC Lease call for the Company to pay an initial base rent of $50,000 to the GRC upon commencement of construction of the initial gaming operations. After commencement of the gaming operations, it is anticipated that the rent payable to the GRC will be a percentage rent with a minimum rent guarantee. The rent is anticipated to be equal to one percent (1%) of the gross gaming revenues, and the current proposed minimum rent guarantee will be $600,000 per annum. There can be no assurance that the GRC will grant a lease to RBMS or on these terms. </td></tr> </table>

7. THE BIG EASY GAMING VESSEL   On June 10, 2010, the Company purchased The Big Easy, a gaming vessel for the Gulfport Project, for an aggregate purchase price of $4,264,500, payable: (a) by issuance of a secured note payable to the seller of $2,975,000 (the Secured Note), (b) issuance of an unsecured note payable to the seller of $600,000 (Unsecured Note), fees of $414,500 and cash of $275,000. Since September 17, 2010, both notes have been deferred and the interest rate was increased to 20%, per annum.   As of June 30, 2011, the due dates of both notes were extended in support of the Companys current project in Gulfport, MS and the Trustee of the Cruise Holdings bankruptcy estate, holding the mortgage and promissory note payable consented; (1) to require no payments through June 30, 2012; (2) that the collection fees and accrued interest be paid on or before October 1, 2012; (3) extend the due date of the balance of the obligation for the principal and accrued interest to July 1, 2013. The Company has not repaid the principal and accrued interest by the dates stipulated in the extension and is currently in default. As a result, the balances as of the mortgage payable, note payable and accrued interest have been reflected as current liabilities in the Companys balance sheet as of March 31, 2015 and June 30, 2014.   On December 20, 2012, the Company and an officer of the Company, as Guarantor, entered into a Settlement Agreement (Agreement) with the Trustee for the estate of the gaming vessel which set forth terms related to the consideration to be paid by the Company to the Trustee in exchange for the release of all claims against the Company and the Guarantor, including all promissory notes, penalties, fees and interest.   The Agreement is subject to the order of approval by the US Bankruptcy Court, Southern District of Florida, West Palm Division with regard to the Guarantor and will become effective upon the first business day of RBMSs closing on primary equity and debt financing for not less than $100,000,000 for the design, construction and opening of a casino resort in Gulfport, MS. Pursuant to the terms of the Agreement, upon closing, the Company shall deliver to the Trustee 250,000 shares of newly authorized Series B Subordinated Participating Preferred Stock in Rotate Black. These Series B Preferred shares will be fully redeemed through payments to the Trustee totaling $5,000,000 and will be determined as a percentage of the Companys gross cash receipts each year, as defined. The payments will be due on a monthly basis. The Series B shares will be subordinated to a maximum of $2,500,000 of Series A Preferred shares. The Series B are fully redeemable by the Company in part or in full based upon a schedule whereby the balance will be adjusted; (1) within the first three months of the closing to $2,000,000; (2) within the first 15 months of closing to $2,500,000; (3) within the first 27 months of closing to $3,000,000; (4) within the first 39 months of closing to $3,500,000; (5) within the first 51 months of closing to $4,000,000; and (5) after 51 but before 59 months of closing the Company is obligated to pay $5,000,000. If the Series B Preferred is not redeemed on an accelerated basis or in accordance with the terms of the Agreement, the Company shall pay the Trustee the sum of $5,000,000, plus 12% interest, per annum, over the five years, with default provisions as defined. 8. LAND PURCHASE DEPOSIT   On May 26, 2009, the Company entered into an agreement to acquire real property in Sullivan County, New York. The purchase price for the property was 140,983 shares of common stock of the Company, $1,750,000 in cash on escrow and $1,750,000 in cash upon closing. On May 11, 2009, the Company issued 63,074 shares of common stock and Rotate Black, LLC transferred, on behalf of the Company, 77,909 shares of the Companys common stock to the seller, both being held in escrow, as a deposit under the agreement for the first right to purchase the real property. The shares were valued at $7,049,142, $50.00, per share. In October 2009, the Company issued 77,909 shares of common stock to Rotate Black, LLC as repayment of the advance.   On November 9, 2009, March 16, 2010 and May 21, 2010, the Company issued 7,000 (valued at $350,000, $50.00, per share), 20,861 (valued at $521,532, $25.00, per share) and 50,000 (valued at $550,000 $11.00, per share) shares of common stock in satisfaction of anti-dilution rights of the land purchase agreement.   The Company has evaluated the fair value of the land deposit and has determined that the acreage of land has a fair value in excess of the book value of the deposit recorded, however, the value of the 218,844 shares of the common stock of the Company provided as a deposit on the land is in excess of its fair value and, therefore, recorded a loss on impairment of the land purchase deposit of $8,361,252 as of June 30, 2014. 9. LOANS PAYABLE STOCKHOLDERS   Loans payable stockholders consists of advances made by certain stockholders of the Company and an officer of the Company through a limited liability entity owned by him, and are payable on demand.

10. EMPLOYMENT AGREEMENT   Commencing July 3, 2013, the Company entered into an agreement with its Chief Financial Officer for a term of twelve months subject to earlier termination or renewable upon mutually agreed terms, which has been extended on a month-to-month basis. Compensation for the officer is accrued at $5,000, per month, and will not be paid until the earlier that the Company has successfully raised a minimum of $500,000 in working capital for its own operations or the Company has sufficient excess cash reserves to enable payment. Upon signing the agreement, the officer was issued 100,000 shares of common stock as a signing bonus and is entitled to receive 1,000 additional shares of the Companys common stock for each month of service provided, issued quarterly.

11. CONVERTIBLE AND PROMISSORY NOTES   On each of July 1, 2014, and on August 28, 2014, the Company sold $32,500, of nine month 8% convertible promissory notes. The notes can be converted at the variable conversion price, as defined, beginning on the date that is 180 days following the date of the note and thereafter at any time until the note is fully paid. If at any time when the notes are issued and outstanding, the Company issues or sells shares of common stock for no consideration or for a consideration per share less than the conversion price, as defined, in effect on the date of the issuance, then the conversion price will be reduced to that amount.   In December 2014 and February 2015, these notes were repaid.   On October 7, 2014, the Company sold $6,000, of the two-year 10% convertible promissory notes. Warrants to purchase an aggregate of 6,000 shares of the Companys common stock were issued in conjunction with this financing. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.   On October 17, 2014, the Company sold $7,800, of the two-year 10% convertible promissory notes. Warrants to purchase an aggregate of 8,667 shares of the Companys common stock were issued in conjunction with these financings. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.   On December 2, 2014, the Company sold $300,000, of the two-year 10% convertible promissory notes. Warrants to purchase an aggregate of 330,000 shares of the Companys common stock were issued in conjunction with these financings. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.   On January 3, 2015, the Company sold a $15,000, two-year, 10% convertible promissory note. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.   On March 1, 2015, the Company sold an aggregate of $50,000, two-year, 10% convertible promissory notes. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.   On March 19, 2015, the Company sold an aggregate of $60,500, two-year, 10% convertible promissory notes. Warrants to purchase an aggregate of 33,889 shares of the Companys common stock were issued in conjunction with these financings. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.   From May 1, 2012 and continuing through March 31, 2015, the Company issued an aggregate of $1,439,190 in two-year, 10% convertible promissory notes and $65,000 in 8% convertible promissory notes. The notes are convertible into the Companys common stock as defined at $0.90 a share. There is a total of $1,130,190 in convertible notes outstanding as of March 31, 2015.   In December 2014 the Company changed the exchange price on the convertible promissory notes and warrant to $0.90 (in effect with the reverse stock split).   The convertible note holders were also issued a five year common stock purchase warrant for the purchase of up to 856,004 shares of the Companys common stock, at a price per share of $0.90, that permits a cashless exercise in the event that the underlying shares of common stock to be issued upon exercise are not registered pursuant to an effective registration statement at the time of the exercise.   Convertible Promissory Note Payable Beneficial Conversion Feature   As part of the issuance of the convertible promissory notes payable, the Company recorded a liability for the embedded beneficial conversion feature on the convertible debentures. Since the conversion feature of the note payable may be reset based upon subsequent financing, the derivative was reflected as a liability. The Company records changes in fair value at each reporting period in its consolidated statements of operations as a gain or loss associated with the change in fair market value. For the nine months ended March 31, 2015 and 2014, the Company recorded a (gain)/expense on the change in fair market value of $475,189 and ($1,074,217), respectively.   The Company calculates the value of the conversion features using the Black Scholes Option Pricing Model, and has reflected this as a discount against the convertible promissory note, amortizable as interest expense over two years.   Warrants   As part of the issuance of the convertible debentures, the Company recorded a liability for the issuance of detachable warrants. Although such warrants are typically considered equity instruments, the warrant agreement allows for resets of the conversion price based upon subsequent financings, therefore the warrant issuance was deemed a liability for financial reporting purposes under the accounting guidance.   The warrants were valued using the Black-Scholes Option Pricing Model with the stock price on day of grant, the risk free interest rate and the expected volatility. This value has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years.    As of March 31, 2015 and June 30, 2014, the Convertible Promissory Notes Payable were as follows:   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">March 31, 2015</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">June 30, 2014 </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="text-align: center"> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 72%">10% Convertible Promissory Note Payable</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 11%; text-align: right">1,065,190</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 11%; text-align: right">779,890</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>8% Convertible Promissory Note Payable</td> <td> </td> <td>$</td> <td style="text-align: right">65,000</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right">-</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Less:</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Beneficial Conversion Feature Discount</td> <td> </td> <td>$</td> <td style="text-align: right">(85,044</td> <td>)</td> <td> </td> <td>$</td> <td style="text-align: right">(50,630</td> <td>)</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt">Warrant Discount</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid">$</td> <td style="border-bottom: black 1.5pt solid; text-align: right">(335,142</td> <td style="padding-bottom: 1.5pt">)</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid">$</td> <td style="border-bottom: black 1.5pt solid; text-align: right">(461,721</td> <td style="padding-bottom: 1.5pt">)</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt">Convertible Promissory Note Payable - Net</td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">710,004</td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">267,539</td> <td style="padding-bottom: 2.5pt"> </td></tr> </table>   For the nine months ended March 31, 2015 and 2014 respectively, the Company recorded $356,101 and $1,167,581 as amortization of the beneficial conversion feature and discount.   On September 6, 2012, the Company received $65,000 in loan proceeds. A promissory note was issued in the amount of $121,000, which includes interest payments of $56,000. In addition, 18,500 shares of common stock were issued as additional interest. Pursuant to the terms of the note, if the promissory note was not repaid by May 20, 2013 the Company is to use its best efforts to liquidate shares of its common stock to repay the loan. As of the date of the accompanying consolidated financial statements, no payments have been made on the promissory note.

12. COMMON AND PREFERRED STOCK   In July, August and September 2014, the Company issued an aggregate of 3,000 shares of common stock, at $0.50, per share, as officer compensation valued at $1,500.   On August 3, 2014, the Company issued 99,457 shares of common stock for the conversion of a 10% Convertible Promissory Note, plus accrued interest and additional interest as an incentive consideration, valued at $89,511.   In October, November and December 2014, the Company issued an aggregate of 3,000 shares of common stock, at $0.50, per share, as officer compensation valued at $1,500.   On October 1, 2014, the Company issued 44,000 shares of common stock for consulting services valued at $22,000.   On October 22, 2014, the Company issued 33,557 shares of common stock for the conversion of a 10% Convertible Promissory Note and accrued interest valued at $30,202.   On December 30, 2014, the Company issued 15,000 shares of common stock for consulting services valued at $7,500.   On December 30, 2014, the Company issued an aggregate of 600,000 shares of common stock for compensation to two officers of the Company valued at $300,000.   In January, February and March 2015 the Company issued an aggregate of 3,000 shares of common stock for compensation to an officer of the Company valued at $1,500.   As of June 30, 2014:   The Company issued 20,000 shares of common stock for legal services valued at $1.00 per share.   The Company issued an aggregate of 222,000 shares of common stock as officer compensation valued at $144,000.   The Company issued an aggregate of 294,939 shares of common stock for were issued for the conversion of 10% Convertible Promissory Notes and accrued interest valued at $294,921.   The Company issued an aggregate of 68,333 shares of common stock in consideration of notes payable valued at $136,667.   The Company issued 32,500 shares of common stock as additional consideration to note holders.   The Company issued an aggregate of 94,533 shares of common stock for consulting services valued at an aggregate of $179,067.   The Company issued 10,000 shares of common stock for interest valued at $20,000.   The Company issued 4,485 shares of common stock for the exercise of cashless warrants.   RBMS Equity   RBMS equity consists of 84,563 Series B Common Units and 8,861 warrants to purchase B Common Units. $1,925,000 in Units were sold for cash from 2010 through 2012 and $550,000 in Units were issued for services rendered to the Company. Pursuant to these transactions Series A Preferred Unit holders converted into Common B Units. In August 2014, certain stockholders of RBMS exercised a warrant for a cashless exercise of 16,075 Series B Common Units valued at $160,750.   Stock Option Plan   On July 6, 2011, the Companys stockholders approved the Rotate Black, Inc. Stock Option Plan (Plan) under which the Chief Executive Officer of the Company may grant incentive stock options to certain employees to purchase up to 25,000,000 shares of common stock of the Company. The option price shall be no less than the fair market value of the stock, as defined. The Plan shall terminate after ten years. As of March 31, 2015 and June 30, 2014 no options were granted under the Plan.   Preferred Stock   The Company has 5,000,000 shares of Preferred Stock authorized, which has no designation.   On June 10, 2011, the Board of Directors designated 500 shares of Class A 12% Preferred stock (Series A), stated value of $1,000, per share. Each share is convertible at any time from and after the issue date into shares of common stock determined by dividing the stated value of the shares of Series A by the conversion price of $.10, as defined. Holders of the Series A are entitled to receive cumulative dividends at 12%, per annum, payable quarterly, subject to periodic increases, as defined, and a late fee of 18%, per annum. The Series A have certain anti-dilution rights, as defined. In addition, upon the occurrence of any triggering event, as defined, the holder of the Series A shall have the right to: (A) require the Company to redeem all of the Series A held by the holder for a redemption price, in cash, equal to the an amount as defined, or (B) redeem all of the Series A held by the holder for a redemption price, in shares of common stock of the Company, equal to a number of shares equal to the redemption amount, as defined. Upon liquidation of the Company, the Series A holders are entitled to receive an amount equal to the stated value, plus accrued and unpaid dividends. The Series A have no voting rights.   On June 10, 2011, the Company entered into a Securities Purchase Agreement to sell up to an aggregate of 500 shares of Preferred Stock with an aggregate value of $500,000.   As of June 30, 2011 the Company sold 190 Series A shares with 95,000 warrants to purchase common stock for an aggregate of $190,000. Each warrant is exercisable at $4.00, per share, for five years. As of March 31, 2015 and June 30, 2014, none of the warrants have been exercised.   The fair value of the 95,000 detachable warrants sold with the Series A for an aggregate of $190,000, was valued at $91,500 and recorded as additional paid-in capital using a Black Scholes Option Pricing Model using the stock price on day of grant, $1.90, per share, the risk free interest rate of 1.48% and the expected volatility of 81.13%.   Since the Series A embodies an obligation to repurchase the issuers equity shares in response to a triggering event, as defined, the Company classified the Series A Preferred Stock as a liability in accordance with guidance under ASC 480-10-65.   As of June 30, 2013, all of the 190 shares of Series A Preferred Stock, including accrued interest, dividends and fees, have been converted to an aggregate of 403,039 shares of the Companys common stock.   Warrants   As of March 31, 2015, the Company has the following warrants outstanding.   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">Warrants Issued</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">Exercise Price</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">Term</td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 55%">Series A warrants</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 12%; text-align: right">95,000</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 12%; text-align: right">0.90</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 12%; text-align: right">5 years </td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>10% Convertible Promissory Notes Payable</td> <td> </td> <td> </td> <td style="text-align: right">889,893</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right">0.90</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">5 years </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Officers and Affiliates</td> <td> </td> <td> </td> <td style="text-align: right">128,000</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right">0.90</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">5 years </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt">Investment Banker Fees</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">17,730</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt">$</td> <td style="padding-bottom: 1.5pt; text-align: right">0.90</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: right">5 years </td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt">Total</td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double; text-align: right">1,130,623</td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: right"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: right"> </td> <td style="padding-bottom: 2.5pt"> </td></tr> </table>

As of March 31, 2015, the Company has the following warrants outstanding.   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; text-align: center"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">Warrants Issued</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">Exercise Price</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">Term</td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 55%">Series A warrants</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 12%; text-align: right">95,000</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 12%; text-align: right">0.90</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 12%; text-align: right">5 years </td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>10% Convertible Promissory Notes Payable</td> <td> </td> <td> </td> <td style="text-align: right">889,893</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right">0.90</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">5 years </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Officers and Affiliates</td> <td> </td> <td> </td> <td style="text-align: right">128,000</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right">0.90</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">5 years </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt">Investment Banker Fees</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">17,730</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt">$</td> <td style="padding-bottom: 1.5pt; text-align: right">0.90</td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt"> </td> <td style="padding-bottom: 1.5pt; text-align: right">5 years </td> <td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt">Total</td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double; text-align: right">1,130,623</td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: right"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: right"> </td> <td style="padding-bottom: 2.5pt"> </td></tr> </table>

As of March 31, 2015 and June 30, 2014, the Convertible Promissory Notes Payable were as follows:   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">March 31, 2015</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">June 30, 2014 </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="text-align: center"> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 72%">10% Convertible Promissory Note Payable</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 11%; text-align: right">1,065,190</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 11%; text-align: right">779,890</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>8% Convertible Promissory Note Payable</td> <td> </td> <td>$</td> <td style="text-align: right">65,000</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right">-</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Less:</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Beneficial Conversion Feature Discount</td> <td> </td> <td>$</td> <td style="text-align: right">(85,044</td> <td>)</td> <td> </td> <td>$</td> <td style="text-align: right">(50,630</td> <td>)</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt">Warrant Discount</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid">$</td> <td style="border-bottom: black 1.5pt solid; text-align: right">(335,142</td> <td style="padding-bottom: 1.5pt">)</td> <td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: black 1.5pt solid">$</td> <td style="border-bottom: black 1.5pt solid; text-align: right">(461,721</td> <td style="padding-bottom: 1.5pt">)</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt">Convertible Promissory Note Payable - Net</td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">710,004</td> <td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">267,539</td> <td style="padding-bottom: 2.5pt"> </td></tr> </table>

13. COMMITMENTS AND CONTINGENCIES   The Company has guaranteed certain notes payable of RBL in the amount to $250,000. (Note 7)   On February 19, 2013 the Company agreed to engage a non-exclusive placement agent in connection with the possible private placement of equity, equity-linked or debt securities in connection with the financing of the Gulfport casino hotel project (Agreement). On November 6, 2014, the Company terminated this agreement and agreed to a success-based fee of up to $250,000 contingent upon the close of the Gulfport transaction.   On November 12, 2014, the Company agreed to engage an exclusive financial advisor and placement agent in connection with the possible private placement of equity, equity-linked or debt securities in connection with the financing of the Gulfport casino hotel project (Agreement). The Agreement is for an initial term of twelve months and the scope of the engagement agreement calls for a nonrefundable transaction fee, as defined, equal to the sum of (i) 3.00% of the aggregate principal amount of all unsecured, non-senior, second lien or subordinated debt securities, senior notes, capital leases, operating eases and/or bank debt raised or committed from a financing partner introduced to the Company by the agent and (ii) 6.00% of the aggregate amount of all equity and equity-linked securities, as defined, placed or committed from a financing partner introduced to the Company by the agent. The transaction fee shall be subject to an aggregate minimum fee of $1,500,000 provided that the project is financed or the Company enters into an agreement whereby there is change of control.   Litigation   On February 23, 2010, a Complaint was filed in the Third Judicial District Court of the State of Nevada in and For the County of Lyon against the Company, RBL, and others in the amount of $5,000,000 pursuant to the termination of a development agreement for the Dayton Project. On July 16, 2010, the Company and Defendants filed an answer and counterclaim. A default Judgment was filed in the Third Judicial District Court of the State of Nevada In and For the County of Lyon on August 8, 2011 against the Company, Rotate Black, LLC, two officers of the Company. On June 6, 2012, the Company filed a Motion for Leave to Seek District Courts Correction of Clerical Error Appearing on the Face of the Judgment, Subject Matter of Current Appeal in the Supreme Court of the State of Nevada. On June 7, 2012 the Company was notified that the Nevada Supreme Court would hear its appeals to the default judgment. On September 14, 2014 the Supreme Court upheld the default, but overturned the default judgment and remanded the case back down to the District Court. The Company will continue to vigorously defend this action but can provide no assurance as to the likelihood of the outcome of the matter.   On January 18, 2012, an investment banker filed a civil lawsuit against the Company in the Circuit Court of Harrison County, Mississippi, First Judicial District, alleging breach of a fee letter agreement in the amount of $150,000, plus attorneys fees and costs. The Plaintiff filed a motion for summary judgment on November 21, 2013, which was heard on January 9, 2014, whereupon the motion was granted with regard to the Companys liability for $25,000. The Court has not entered an order confirming its ruling and has not reached a determination as to the Companys liability on the remaining $125,000. The Company will vigorously defend this action but can provide no assurance as to the likelihood of the outcome of the matter. As of March 31, 2015 and June 30, 2014, the Company has an accrued liability of $150,000 against the claim.

14. INCOME TAXES   The Company and its subsidiaries file separate tax returns. As of March 31, 2015 and June 30, 2014, management has evaluated and concluded that there are no significant uncertain tax positions requiring recognition in the Companys consolidated financial statements.

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15. SUBSEQUENT EVENTS   Common Stock   In April 2015 the Company issued 1,000 shares of common stock for compensation to an officer of the Company.   Convertible Notes and Warrants   On May 22, 2015, the Company agreed to sell up to $300,000, two-year, 10% convertible promissory notes. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.   Forbearance and Discounted Payoff Agreement   Effective May 15, 2015 the company entered into Forbearance and Discounted Payoff Agreement (Agreement) with regard to the Big Easy Gaming Vessel Loans (Note 7) dated June 11, 2010 for $2,975,000 and $600,000. As of April 30, 2015, the aggregate indebtedness of the loans was determined to be $7,386,005. The Agreement provides for a discounted repayment for the total sums of the two loans as $1,250,000 in cash and 400,000 shares of the Companys common stock by January 31, 2016, as defined. The Agreement includes a certain Stipulation whereby if the discounted payment is not timely met, the Company will be liable for a judgment in the amount of $8,013,755, which represents the aggregate amount of principal, accrued interest and collection fees included in the indebtedness as of January 31, 2016.   Settlement of Debt   On May 22, 2015 the company entered into agreements to eliminate outstanding debt of $1,907,172 due to officers and affiliates for 953,586 shares of the Companys common stock.

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Basis of Presentation   The accompanying unaudited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and with the rules and regulations under Regulation S-X of the Securities and Exchange Commission for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position, results of operations and cash flows for interim financial statements have been included. These financial statements should be read in conjunction with the financial statements of the Company together with the Companys management discussion and analysis in Item 2 of this report and in the Companys Form 10-K for the year ended June 30, 2014. Interim results are not necessarily indicative of the results for a full year.

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Disclosure - Convertible and Promissory Notes - Schedule of Convertible Promissory Notes Payable (Details) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000035 - Disclosure - Common and Preferred Stock (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000036 - Disclosure - Common and Preferred Stock - Schedule of Warrants Outstanding (Details) link:presentationLink link:calculationLink link:definitionLink 00000037 - Disclosure - Common and Preferred Stock - Schedule of Warrants Outstanding (Details) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000038 - Disclosure - Commitments and Contingencies (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000039 - Disclosure - Income Taxes (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000040 - Disclosure - Subsequent Events (Details Narrative) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 8 robk-20150331_cal.xml XBRL CALCULATION FILE EX-101.DEF 9 robk-20150331_def.xml XBRL DEFINITION FILE EX-101.LAB 10 robk-20150331_lab.xml XBRL LABEL FILE Casino [Member] Real Estate, Type of Property [Axis] Food And Beverage [Member] Food And Beverage [Axis] Bars [Member] Suites [Member] Traditional Rooms [Member] Vehicles [Member] Property, Plant and Equipment, Type [Axis] Senior Secured Notes [Member] Project [Axis] Vendor Finance [Member] New Rotate Black Inc Equity [Member] Equity Invested To Date [Member] Rotate Black MS, LLC [Member] Related Party [Axis] RBL and Officer [Member] Title of Individual [Axis] Private Lease [Member] Lease Arrangement, Type [Axis] Gulfport Redevelopment Commission Lease [Member] Minimum [Member] Range [Axis] The Big Easy, A Gaming Vessel [Member] Business Acquisition [Axis] Gulfport Project [Member] Secured Note [Member] Short-term Debt, Type [Axis] Unsecured Note [Member] Officer [Member] Secured Notes and Unsecured Note [Member] Debt Instrument [Axis] Gulfport, MS and the Trustee of the Cruise Holdings bankruptcy estate [Member] Settlement Agreement [Member] Type of Arrangement and Non-arrangement Transactions [Axis] Maximum [Member] Series B Subordinated Participating Preferred Stock [Member] Class of Stock [Axis] Trustee [Member] Within First Three Months of Closing [Member] Award Date [Axis] Within First Fifteen Months of Closing [Member] Within First Twenty Seven Months of Closing [Member] Within First Thirty Nine Months of Closing [Member] Within First Fifty One Months of Closing [Member] After Fifty One But Before Fifty Nine Months Of Closing [Member] Land Purchase Agreement [Member] Rotate Black, LLC [Member] Employment Agreement [Member] Chief Financial Officer [Member] Convertible Note Holders [Member] Board Member [Member] Series B Common Units [Member] 2010 through 2012 [Member] Report Date [Axis] Stock Option Plan [Member] Plan Name [Axis] Class A 12% Preferred Stock [Member] Securities Purchase Agreement [Member] Series A Common Stock [Member] Detachable Warrants [Member] Equity Components [Axis] Series A Preferred Stock [Member] Series A warrants [Member] 10% Convertible Promissory Notes Payable [Member] Officers and Affiliates [Member] Investment Banker Fees [Member] Legal Entity [Axis] Gulfport Transaction [Member] Third Judicial District Court [Member] Litigation Case [Axis] Investment Banker Filed Civil Lawsuit [Member] Subsequent Event [Member] Subsequent Event Type [Axis] Two Officers [Member] Officers [Member] Convertible Notes And Warrants [Member] Financial [Member] Subordinated Debt [Member] Financial Project [Member] Long-term Debt, Type [Axis] New Rotate Black, Inc. Equity [Member] Equity Invested To Date [Member] Rotate Black, Inc. Senior Notes [Member] Convertible Promissory Note [Member] May 22, 2015 [Member] Report Date [Axis] March 2015 [Member] April 2015 [Member] January 3, 2015 [Member] March 1, 2015 [Member] March 19, 2015 [Member] Forbearance And Discounted Payoff Agreement One [Member] Forbearance And Discounted Payoff Agreement Two [Member] Two Loans [Member] January 31, 2016 [Member] Due To Officers And Affiliates [Member] 10% Convertible Promissory Note Payable [Member] 8% Convertible Promissory Note Payable [Member] Convertible Promissory Note One [Member] Convertible Promissory Note Two [Member] Document And Entity Information Entity Registrant Name Entity Central Index Key Document Type Document Period End Date Amendment Flag Current Fiscal Year End Date Entity Filer Category Entity Common Stock Shares Outstanding Trading Symbol Document Fiscal Period Focus Document Fiscal Year Focus Statement of Financial Position [Abstract] ASSETS Current Assets Cash Prepaid expenses Total current assets Deferred development costs - Gulfport Project Land purchase deposit Deferred casino ground lease rent Deferred development costs - SlotOne - Project Security deposit TOTAL ASSETS LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY Current liabilities Accounts payable and accrued expenses Accrued salaries Accrued ground lease rent Note payable Loans payable - stockholders Mortgage payable - Big Easy vessel Note payable - Big Easy vessel Accrued interest on mortgage and note payable Total current liabilities Convertible promissory notes payable Discount on convertible notes payable Beneficial conversion feature Warrant liability TOTAL LIABILITIES COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' (DEFICIT) EQUITY Common stock, $0.01 par value, 75,000,000 shares authorized; 6,117,698 and 5,316,684 shares issued and outstanding as of March 31, 2015 and June 30, 2014, respectively Class B Preferred Stock Units, $0.001 par value, 84,563 and 68,488 Units authorized, issued and outstanding as of March 31, 2015 and June 30, 2014, respectively Additional paid-in-capital Accumulated deficit Noncontrolling Interest TOTAL STOCKHOLDERS' (DEFICIT) EQUITY TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY Common stock, par value Common stock, shares authorized Common stock, shares issued Common stock, shares outstanding Class B Preferred stock, par value Class B Preferred stock, shares authorized Class B Preferred stock, shares issued Class B Preferred stock, shares outstanding Income Statement [Abstract] Revenue Operating expenses Accrued salary expense Stock based compensation General and administrative expenses Change in fair value of conversion feature Amortization of beneficial conversion feature and discount Interest expense Total expenses (income) Net (Loss) / income Net Loss / (income) Attributable to Noncontrolling Interest Net (Loss) / income Attributable to Stockholders Net income (loss) per common share: Basic Diluted Number of common shares used to compute net income (loss) per common share: Basic Diluted Statement of Cash Flows [Abstract] CASH FLOWS FROM OPERATING ACTIVITIES Net loss Adjustments to reconcile net loss to cash provided by operating activities: Stock-based compensation Cashless Exercise of RBMS warrant Stock issued for notes payable incentive consideration Stock for interest Depreciation and amortization Amortization and changes in beneficial conversion feature and warrant liability Changes in assets and liabilities: Prepaid expenses Accounts payable and accrued expenses Accrued interest on mortgage and notes payable Net cash provided by operating activities EX-101.PRE 11 robk-20150331_pre.xml XBRL PRESENTATION FILE XML 12 R39.htm IDEA: XBRL DOCUMENT

Income Taxes (Details Narrative) (USD $)	Mar. 31, 2015	Jun. 30, 2014
Income Tax Disclosure [Abstract]
Significant uncertain tax positions

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Convertible and Promissory Notes - Schedule of Convertible Promissory Notes Payable (Details) (USD $)

Mar. 31, 2015

Jun. 30, 2014

Less: Beneficial Conversion Feature Discount $ (85,044) $ (50,630)

Less: Warrant Discount (335,142)ROBK_WarrantDiscount (461,721)ROBK_WarrantDiscount

Convertible Promissory Note Payable - Net 710,004us-gaap_LongTermDebt 267,539us-gaap_LongTermDebt

10% Convertible Promissory Note Payable [Member]

Convertible Promissory Note Payable 1,065,190 779,890

8% Convertible Promissory Note Payable [Member]

Convertible Promissory Note Payable $ 65,000

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Subsequent Events
9 Months Ended

Mar. 31, 2015

Subsequent Events [Abstract]

Subsequent Events

15. SUBSEQUENT EVENTS

Common Stock

In April 2015 the Company issued 1,000 shares of common stock for compensation to an officer of the Company.

Convertible Notes and Warrants

On May 22, 2015, the Company agreed to sell up to $300,000, two-year, 10% convertible promissory notes. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.

Forbearance and Discounted Payoff Agreement

Effective May 15, 2015 the company entered into Forbearance and Discounted Payoff Agreement (“Agreement”) with regard to the Big Easy Gaming Vessel Loans (Note 7) dated June 11, 2010 for $2,975,000 and $600,000. As of April 30, 2015, the aggregate indebtedness of the loans was determined to be $7,386,005. The Agreement provides for a discounted repayment for the total sums of the two loans as $1,250,000 in cash and 400,000 shares of the Company’s common stock by January 31, 2016, as defined. The Agreement includes a certain Stipulation whereby if the discounted payment is not timely met, the Company will be liable for a judgment in the amount of $8,013,755, which represents the aggregate amount of principal, accrued interest and collection fees included in the indebtedness as of January 31, 2016.

Settlement of Debt

On May 22, 2015 the company entered into agreements to eliminate outstanding debt of $1,907,172 due to officers and affiliates for 953,586 shares of the Company’s common stock.

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Convertible and Promissory Notes - Schedule of Convertible Promissory Notes Payable (Details) (USD $)	Mar. 31, 2015	Jun. 30, 2014
Less: Beneficial Conversion Feature Discount	$ (85,044)	$ (50,630)
Less: Warrant Discount	(335,142)ROBK_WarrantDiscount	(461,721)ROBK_WarrantDiscount
Convertible Promissory Note Payable - Net	710,004us-gaap_LongTermDebt	267,539us-gaap_LongTermDebt
10% Convertible Promissory Note Payable [Member]
Convertible Promissory Note Payable	1,065,190	779,890
8% Convertible Promissory Note Payable [Member]
Convertible Promissory Note Payable	$ 65,000

Going Concen (Details Narrative) (USD $)	Mar. 31, 2015	Jun. 30, 2014
Going Concern
Accumulated deficit	$ 36,845,621	$ 33,930,034
Working capital deficit	$ 20,314,641ROBK_WorkingCapitalDeficit

Common and Preferred Stock - Schedule of Warrants Outstanding (Details) (Parenthetical)	Aug. 28, 2014	Jul. 02, 2014	Mar. 31, 2015	Jun. 30, 2014
Convertible promissory notes interest rate	8.00%	8.00%
10% Convertible Promissory Note Payable [Member]
Convertible promissory notes interest rate			10.00%	10.00%

The Big Easy Gaming Vessel (Details Narrative) (USD $)	0 Months Ended
The Big Easy Gaming Vessel (Details Narrative) (USD $)	Dec. 20, 2012	Sep. 17, 2010	Jun. 10, 2010	Mar. 31, 2015	Aug. 28, 2014	Jul. 02, 2014	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2013
Cash				$ 578us-gaap_Cash					$ 46us-gaap_Cash
Issuance of preferred stock, shares				84,563us-gaap_PreferredStockSharesIssued			68,488us-gaap_PreferredStockSharesIssued
Debt interest rate per annum					8.00%	8.00%
Rotate Black MS, LLC [Member] \| Maximum [Member] \| Series B Subordinated Participating Preferred Stock [Member]
Preferred stock redeemed amount	2,500,000
Rotate Black MS, LLC [Member] \| Settlement Agreement [Member] \| Series B Subordinated Participating Preferred Stock [Member] \| Within First Three Months of Closing [Member]
Preferred stock redeemed amount	2,000,000
Rotate Black MS, LLC [Member] \| Settlement Agreement [Member] \| Series B Subordinated Participating Preferred Stock [Member] \| Within First Fifteen Months of Closing [Member]
Preferred stock redeemed amount	2,500,000
Rotate Black MS, LLC [Member] \| Settlement Agreement [Member] \| Series B Subordinated Participating Preferred Stock [Member] \| Within First Twenty Seven Months of Closing [Member]
Preferred stock redeemed amount	3,000,000
Rotate Black MS, LLC [Member] \| Settlement Agreement [Member] \| Series B Subordinated Participating Preferred Stock [Member] \| Within First Thirty Nine Months of Closing [Member]
Preferred stock redeemed amount	3,500,000
Rotate Black MS, LLC [Member] \| Settlement Agreement [Member] \| Series B Subordinated Participating Preferred Stock [Member] \| Within First Fifty One Months of Closing [Member]
Preferred stock redeemed amount	4,000,000
Rotate Black MS, LLC [Member] \| Settlement Agreement [Member] \| Series B Subordinated Participating Preferred Stock [Member] \| After Fifty One But Before Fifty Nine Months Of Closing [Member]
Preferred stock redeemed amount	5,000,000
Rotate Black MS, LLC [Member] \| Settlement Agreement [Member] \| Maximum [Member]
Debt financing	100,000,000
Trustee [Member] \| Rotate Black MS, LLC [Member] \| Settlement Agreement [Member]
Preferred stock redeemed amount	5,000,000
Debt interest rate per annum	12.00%
Debt term	5 years
Trustee [Member] \| Rotate Black MS, LLC [Member] \| Settlement Agreement [Member] \| Series B Subordinated Participating Preferred Stock [Member]
Issuance of preferred stock, shares	250,000
Preferred stock redeemed amount	5,000,000
The Big Easy, A Gaming Vessel [Member] \| Officer [Member] \| Secured Notes and Unsecured Note [Member]
Deferred and interest rate increased		20.00%
The Big Easy, A Gaming Vessel [Member] \| Gulfport Project [Member]
Notes payable			4,264,500
Fees paid			414,500
Cash			275,000
The Big Easy, A Gaming Vessel [Member] \| Gulfport Project [Member] \| Secured Note [Member]
Notes payable			2,975,000
The Big Easy, A Gaming Vessel [Member] \| Gulfport Project [Member] \| Unsecured Note [Member]
Notes payable			$ 600,000

Investment in RBMS (Details Narrative) (USD $)	9 Months Ended
Investment in RBMS (Details Narrative) (USD $)	Mar. 31, 2015
Percentage of owned aggregate of voting interest	50.00%
Private Lease [Member]
Percentage of rent from gross gaming revenues	4.00%
Minimum rent guarantee	$ 110,000
Gulfport Redevelopment Commission Lease [Member]
Percentage of rent from gross gaming revenues	1.00%
Minimum rent guarantee	600,000
Payment of initial base rent	$ 50,000
Rotate Black MS, LLC [Member] \| Private Lease [Member]
Ground lease term	99 years
Area of land to ground lease	5
Rotate Black MS, LLC [Member] \| Gulfport Redevelopment Commission Lease [Member]
Ground lease term	59 years
Area of land to ground lease	4.5
Rotate Black MS, LLC [Member] \| Gulfport Redevelopment Commission Lease [Member] \| Minimum [Member]
Area of land to ground lease	7
Rotate Black MS, LLC [Member] \| RBL and Officer [Member]
Percentage of owned aggregate of voting interest	46.60%

Land Purchase Deposit (Details Narrative) (USD $)	0 Months Ended	12 Months Ended	1 Months Ended	0 Months Ended
Land Purchase Deposit (Details Narrative) (USD $)	May 11, 2009	Jun. 30, 2014	Oct. 31, 2009	May 21, 2010	Mar. 16, 2010	Nov. 09, 2009	May 26, 2009	Mar. 31, 2015	Oct. 22, 2014	Mar. 31, 2014	Jun. 30, 2013
Cash								$ 578us-gaap_Cash			$ 46us-gaap_Cash
Issuance of common stock, shares	63,074
Common stock price per shares		$ 1.00us-gaap_SharesIssuedPricePerShare						$ 0.50us-gaap_SharesIssuedPricePerShare	$ 0.10us-gaap_SharesIssuedPricePerShare
Number of shares provided to deposit on the land								218,844ROBK_SharesProvidedForDeposit
Loss on impairment land purchase deposit		8,361,252
Rotate Black, LLC [Member]
Issuance of common stock to repayment of advance			77,909
Land Purchase Agreement [Member]
Issuance of common stock to purchase of property, shares				50,000	20,861	7,000	140,983
Cash on escrow							1,750,000
Cash							1,750,000
Common stock price per shares				$ 11.00	$ 25.00	$ 50.00
Issuance of common stock to purchase of property				550,000	521,532	350,000
Land Purchase Agreement [Member] \| Rotate Black, LLC [Member]
Issuance of common stock, shares	77,909
Issuance of common stock	7,049,142
Common stock price per shares	50.00

Employment Agreement (Details Narrative) (USD $)	0 Months Ended			12 Months Ended	0 Months Ended
Employment Agreement (Details Narrative) (USD $)	Dec. 30, 2014	Oct. 22, 2014	Oct. 02, 2014	Jun. 30, 2014	Jul. 03, 2013
Issuance of common stock as a signing bonus, shares	15,000	33,557	44,000	222,000
Additional common stock shares issued for service provided				20,000
Employment Agreement [Member] \| Chief Financial Officer [Member]
Agreement termination term					12 months
Officer compensation accrued					$ 5,000
Working capital					$ 500,000
Issuance of common stock as a signing bonus, shares					100,000
Additional common stock shares issued for service provided					1,000

Convertible and Promissory Notes (Details Narrative) (USD $)	0 Months Ended			1 Months Ended	9 Months Ended		12 Months Ended	0 Months Ended						35 Months Ended
	Aug. 28, 2014	Jul. 02, 2014	Sep. 06, 2012	Dec. 31, 2014	Mar. 31, 2015	Mar. 31, 2014	Jun. 30, 2014	Mar. 19, 2015	Mar. 01, 2015	Jan. 03, 2015	Dec. 02, 2014	Oct. 17, 2014	Oct. 07, 2014	Mar. 31, 2015	Oct. 22, 2014
Proceeds from issuance of promissory note	$ 32,500us-gaap_ProceedsFromConvertibleDebt	$ 32,500us-gaap_ProceedsFromConvertibleDebt	$ 121,000us-gaap_ProceedsFromConvertibleDebt		$ 504,300us-gaap_ProceedsFromConvertibleDebt	$ 535,000us-gaap_ProceedsFromConvertibleDebt
Convertible promissory notes					1,130,190us-gaap_ConvertibleLongTermNotesPayable		779,890us-gaap_ConvertibleLongTermNotesPayable							1,130,190us-gaap_ConvertibleLongTermNotesPayable
Convertible promissory notes interest rate	8.00%	8.00%
Exchanged price for convertible promissory notes and warrant				$ 0.90
Common stock price per share					$ 0.50us-gaap_SharesIssuedPricePerShare		$ 1.00us-gaap_SharesIssuedPricePerShare							$ 0.50us-gaap_SharesIssuedPricePerShare	$ 0.10us-gaap_SharesIssuedPricePerShare
Gain or change in fair value of conversion feature					475,189	(1,074,217)
Debt amortization of beneficial conversion feature and discount					356,101	1,167,581
Proceeds from loan			65,000us-gaap_ProceedsFromLoans
Interest payments			56,000us-gaap_InterestPaid
Issuance of common stock for additional interest			18,500				10,000
Convertible Promissory Note [Member]
Proceeds from issuance of promissory note								60,500	50,000	15,000
Convertible promissory notes											300,000	7,800	6,000
Convertible promissory notes term								2 years	2 years	2 years	2 years	2 years	2 years
Convertible promissory notes interest rate								10.00%	10.00%	10.00%	10.00%	10.00%	10.00%
Exchanged price for convertible promissory notes and warrant								$ 0.90	$ 0.90	$ 0.90	$ 0.90	$ 0.90	$ 0.90	$ 0.90
Warrants to purchase of common stock, shares								33,889			330,000	8,667	6,000
Convertible Promissory Note One [Member]
Proceeds from issuance of promissory note														1,439,190
Convertible promissory notes term														2 years
Convertible promissory notes interest rate					10.00%									10.00%
Convertible Promissory Note Two [Member]
Convertible promissory notes					$ 65,000									$ 65,000
Convertible promissory notes interest rate					8.00%									8.00%
Convertible Note Holders [Member]
Warrants to purchase of common stock, shares					856,004									856,004
Common stock price per share					$ 0.90									$ 0.90

Subsequent Events (Details Narrative) (USD $)	0 Months Ended			1 Months Ended	9 Months Ended		0 Months Ended	1 Months Ended
Subsequent Events (Details Narrative) (USD $)	Aug. 28, 2014	Jul. 02, 2014	Sep. 06, 2012	Dec. 31, 2014	Mar. 31, 2015	Mar. 31, 2014	May 15, 2015	Apr. 30, 2015	Jun. 30, 2014	Jun. 11, 2010
Proceeds from issuance of promissory note	$ 32,500us-gaap_ProceedsFromConvertibleDebt	$ 32,500us-gaap_ProceedsFromConvertibleDebt	$ 121,000us-gaap_ProceedsFromConvertibleDebt		$ 504,300us-gaap_ProceedsFromConvertibleDebt	$ 535,000us-gaap_ProceedsFromConvertibleDebt
Convertible promissory notes interest rate	8.00%	8.00%
Exchanged price for convertible promissory notes and warrant				$ 0.90
Common stock outstanding					6,114,698us-gaap_CommonStockSharesOutstanding				5,316,684us-gaap_CommonStockSharesOutstanding
Subsequent Event [Member]
Indebtedness of loans								7,386,005
Subsequent Event [Member] \| January 31, 2016 [Member]
Issuance of common stock for cash					400,000
Liable for judgment amount					8,013,755
Subsequent Event [Member] \| May 22, 2015 [Member] \| Due To Officers And Affiliates [Member]
Related parties outstanding debt					1,907,172
Common stock outstanding					953,586
Subsequent Event [Member] \| Two Loans [Member]
Repayment of debt							1,250,000
Officers [Member] \| Subsequent Event [Member]
Common stock issued during period for compensation, shares								1,000
Officers [Member] \| Subsequent Event [Member] \| May 22, 2015 [Member]
Proceeds from issuance of promissory note					300,000
Convertible promissory notes term					2 years
Convertible promissory notes interest rate					10.00%
Exchanged price for convertible promissory notes and warrant					$ 0.90
The Big Easy, A Gaming Vessel [Member] \| Subsequent Event [Member] \| Forbearance And Discounted Payoff Agreement One [Member]
Notes payable										2,975,000
The Big Easy, A Gaming Vessel [Member] \| Subsequent Event [Member] \| Forbearance And Discounted Payoff Agreement Two [Member]
Notes payable										$ 600,000

Condensed Consolidated Balance Sheets (USD $)	Mar. 31, 2015	Jun. 30, 2014
Current Assets
Cash	$ 578us-gaap_Cash
Prepaid expenses	2,892us-gaap_PrepaidExpenseCurrent	8,616us-gaap_PrepaidExpenseCurrent
Total current assets	3,470us-gaap_AssetsCurrent	8,616us-gaap_AssetsCurrent
Deferred development costs - Gulfport Project	3,481,217us-gaap_DeferredSetUpCostsNoncurrent	3,459,212us-gaap_DeferredSetUpCostsNoncurrent
Land purchase deposit	109,422us-gaap_DepositsAssetsNoncurrent	109,422us-gaap_DepositsAssetsNoncurrent
Deferred casino ground lease rent	3,929,063	3,165,468
Deferred development costs - SlotOne - Project	20,000us-gaap_DeferredCosts	12,500us-gaap_DeferredCosts
Security deposit	3,600us-gaap_SecurityDeposit	3,600us-gaap_SecurityDeposit
TOTAL ASSETS	7,546,772us-gaap_Assets	6,758,818us-gaap_Assets
Current liabilities
Accounts payable and accrued expenses	4,710,611	4,563,200
Accrued salaries	2,186,354us-gaap_AccruedSalariesCurrent	1,781,636us-gaap_AccruedSalariesCurrent
Accrued ground lease rent	3,929,063us-gaap_AccruedRentCurrent	3,165,468us-gaap_AccruedRentCurrent
Note payable	121,000us-gaap_NotesPayableCurrent	121,000us-gaap_NotesPayableCurrent
Loans payable - stockholders	192,806us-gaap_LoansPayableCurrent	241,943us-gaap_LoansPayableCurrent
Mortgage payable - Big Easy vessel	2,975,000ROBK_MortgagesPayable	2,975,000ROBK_MortgagesPayable
Note payable - Big Easy vessel	600,000us-gaap_NotesAndLoansPayableCurrent	600,000us-gaap_NotesAndLoansPayableCurrent
Accrued interest on mortgage and note payable	5,603,277	4,299,415
Total current liabilities	20,318,111us-gaap_LiabilitiesCurrent	17,747,662us-gaap_LiabilitiesCurrent
Convertible promissory notes payable	1,130,190us-gaap_ConvertibleLongTermNotesPayable	779,890us-gaap_ConvertibleLongTermNotesPayable
Discount on convertible notes payable	(420,186)ROBK_DiscountOnConvertibleNotesPayable	(512,351)ROBK_DiscountOnConvertibleNotesPayable
Beneficial conversion feature	408,459ROBK_BeneficialConversionFeature	42,738ROBK_BeneficialConversionFeature
Warrant liability	517,791ROBK_WarrantLiability	144,387ROBK_WarrantLiability
TOTAL LIABILITIES	21,954,365us-gaap_Liabilities	18,202,326us-gaap_Liabilities
STOCKHOLDERS' (DEFICIT) EQUITY
Common stock, $0.01 par value, 75,000,000 shares authorized; 6,117,698 and 5,316,684 shares issued and outstanding as of March 31, 2015 and June 30, 2014, respectively	61,177us-gaap_CommonStockValue	53,167us-gaap_CommonStockValue
Class B Preferred Stock Units, $0.001 par value, 84,563 and 68,488 Units authorized, issued and outstanding as of March 31, 2015 and June 30, 2014, respectively	2,635,750us-gaap_PreferredStockValue	2,475,000us-gaap_PreferredStockValue
Additional paid-in-capital	23,905,642us-gaap_AdditionalPaidInCapital	23,458,739us-gaap_AdditionalPaidInCapital
Accumulated deficit	(36,845,621)	(33,930,034)
Noncontrolling Interest	(4,164,541)	(3,500,380)
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY	(14,407,593)us-gaap_StockholdersEquity	(11,443,508)us-gaap_StockholdersEquity
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	$ 7,546,772	$ 6,758,818

Common and Preferred Stock (Details Narrative) (USD $)	0 Months Ended					1 Months Ended	12 Months Ended	0 Months Ended		9 Months Ended	0 Months Ended	12 Months Ended	3 Months Ended
Common and Preferred Stock (Details Narrative) (USD $)	Dec. 30, 2014	Oct. 22, 2014	Oct. 02, 2014	Aug. 03, 2014	Sep. 06, 2012	Aug. 31, 2014	Jun. 30, 2014	Jun. 10, 2011	Jul. 06, 2011	Mar. 31, 2015	Jun. 30, 2011	Jun. 30, 2013	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014
Common stock issued as officers compensation, shares	15,000	33,557	44,000				222,000
Common stock issued as officers compensation	$ 7,500	$ 30,202	$ 22,000				$ 144,000
Common stock price per share		$ 0.10us-gaap_SharesIssuedPricePerShare					$ 1.00us-gaap_SharesIssuedPricePerShare			0.50us-gaap_SharesIssuedPricePerShare			$ 0.50us-gaap_SharesIssuedPricePerShare
Common stock issued in connection with legal services rendered, shares							20,000
Common stock issued for conversion of 10% Convertible Promissory Notes and accrued interest, shares				99,457			294,939
Percentage of conversion of convertible debt				10.00%			10.00%
Common stock issued for conversion of 10% Convertible Promissory Notes and accrued interest				89,511			294,921
Common stock issued in consideration of note payable, shares							68,333
Common stock issued in consideration of note payable							136,667
Common stock for additional consideration to note holders, shares							32,500
Common stock issued for consulting services, shares							94,533
Common stock issued for consulting services							179,067
Common stock issued for interest, shares					18,500		10,000
Common stock issued for interest							20,000
Common stock issued for exercise of cashless warrants, shares							4,485
Preferred stock with no designation, authorized										5,000,000			5,000,000
Preferred stock stated value per shares							$ 0.001			0.001			$ 0.001
Number of shares stockholder exercised warrant for cashless exercise						16,075
Securities Purchase Agreement [Member]
Sale of preferred stock, shares								500
Sale of preferred stock								500,000
Stock Option Plan [Member]
Common stock issued for employees to purchase of stock option									25,000,000
Plan termination term									10 years
Series B Common Units [Member]
Equity authorised units										84,563			84,563
Issuance of warrant purchase of common stock, shares										8,861
Warrant value						160,750
Class A 12% Preferred Stock [Member]
Preferred stock designated shares								500
Preferred stock stated value per shares								$ 1,000
Common stock conversion price per share								$ 0.10
Cumulative dividends percentage per annum								12.00%
Percentage of late fee per annum								18.00%
Series A Common Stock [Member]
Common stock sold for cash, shares											190
Issuance of warrant purchase of common stock, shares											95,000
Warrant value							91,500
Issuance of warrant purchase of common stock											190,000
Warrant exercisable price per share											$ 4.00
Warrant term											5 years
Series A Common Stock [Member] \| Detachable Warrants [Member]
Sale of preferred stock, shares										95,000
Sale of preferred stock										190,000
Series A Preferred Stock [Member]
Common stock issued for conversion of 10% Convertible Promissory Notes and accrued interest, shares												190
Common stock issued for conversion of 10% Convertible Promissory Notes and accrued interest												403,039
Fair value assumption of stock price										1.90			$ 1.90
Fair value assumption of risk free interest rate										1.48%
Fair value assumption of expected volatility										81.13%
2010 through 2012 [Member]
Common stock issued in connection with legal services rendered										550,000
Common stock sold for cash										1,925,000
Officer [Member]
Common stock issued as officers compensation, shares	600,000												3,000
Common stock issued as officers compensation	300,000												1,500
Officer [Member]
Common stock issued as officers compensation, shares														3,000	3,000
Common stock issued as officers compensation														$ 1,500	$ 1,500
Common stock price per share														$ 0.50	$ 0.50

Summary of Significant Accounting Policies (Details Narrative) (USD $)	0 Months Ended	3 Months Ended		9 Months Ended
	Feb. 28, 2015	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014	Jun. 30, 2014
Stockholders reverse stock split	1 for 10 reverse split of our common stock
Common stock, par value		$ 0.01		$ 0.01		$ 0.01
Common stock, shares outstanding		6,114,698us-gaap_CommonStockSharesOutstanding		6,114,698us-gaap_CommonStockSharesOutstanding		5,316,684us-gaap_CommonStockSharesOutstanding
Common stock, shares authorized		75,000,000us-gaap_CommonStockSharesAuthorized		75,000,000us-gaap_CommonStockSharesAuthorized		75,000,000us-gaap_CommonStockSharesAuthorized
Percentage of ownership investments		50.00%		50.00%
Revenue
Expected dividend yield				0.00%
Common stock equivalents outstanding			660,920ROBK_CommonStockEquivalentsOutstanding		660,920ROBK_CommonStockEquivalentsOutstanding
Minimum [Member]
Common stock, par value		$ 0.001		$ 0.001
Common stock, shares outstanding		5,500,000		5,500,000
Maximum [Member]
Common stock, par value		$ 0.01		$ 0.01
Common stock, shares outstanding		55,000,000		55,000,000

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2015	Jun. 30, 2014
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	75,000,000us-gaap_CommonStockSharesAuthorized	75,000,000us-gaap_CommonStockSharesAuthorized
Common stock, shares issued	6,114,698us-gaap_CommonStockSharesIssued	5,316,684us-gaap_CommonStockSharesIssued
Common stock, shares outstanding	6,114,698us-gaap_CommonStockSharesOutstanding	5,316,684us-gaap_CommonStockSharesOutstanding
Class B Preferred stock, par value	$ 0.001	$ 0.001
Class B Preferred stock, shares authorized	84,563us-gaap_PreferredStockSharesAuthorized	68,488us-gaap_PreferredStockSharesAuthorized
Class B Preferred stock, shares issued	84,563us-gaap_PreferredStockSharesIssued	68,488us-gaap_PreferredStockSharesIssued
Class B Preferred stock, shares outstanding	84,563us-gaap_PreferredStockSharesOutstanding	68,488us-gaap_PreferredStockSharesOutstanding

Document and Entity Information	9 Months Ended
Document and Entity Information	Mar. 31, 2015	Jun. 08, 2015
Document And Entity Information
Entity Registrant Name	Rotate Black, Inc.
Entity Central Index Key	0001020477
Document Type	10-Q
Document Period End Date	Mar. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock Shares Outstanding		6,118,698dei_EntityCommonStockSharesOutstanding
Trading Symbol	ROBK
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2015

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2015
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and with the rules and regulations under Regulation S-X of the Securities and Exchange Commission for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position, results of operations and cash flows for interim financial statements have been included. These financial statements should be read in conjunction with the financial statements of the Company together with the Company’s management discussion and analysis in Item 2 of this report and in the Company’s Form 10-K for the year ended June 30, 2014. Interim results are not necessarily indicative of the results for a full year.
Consolidated Financial Statements	Consolidated Financial Statements The accompanying consolidated financial statements include all of the accounts of the Company, its subsidiary RB OK, LLC and its affiliate, RBMS (Note 6). On February 28, 2015, our board of directors approved, and submitted a proposal to our stockholders for approval of a 1 for 10 reverse split of our common stock (the “Reverse Stock Split”) The Reverse Stock Split was intended to increase the market price of our common stock to make our common stock more attractive to a broader range of institutional and other investors. We filed a Certificate of Change with the Secretary of State of the State of Nevada to affect the Reverse Stock Split on March 12, 2015. Upon the effectiveness of the Reverse Stock Split, every ten shares of issued and outstanding common stock of the Company were automatically combined into one share of common stock with any fractional shares rounded up to the next whole share and the par value of the common stock increased from $0.001 to $0.01, per share. The Reverse Stock Split reduced the number of outstanding shares of the Company’s common stock from approximately 55.0 million shares to approximately 5.5 million shares. The authorized shares of the Company’s common stock remain at 75,000,000. Unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying consolidated financial statements have, where applicable, been adjusted retroactively to reflect the Reverse Stock Split. Investments in 50% or less owned entities without controlling influence by the Company are accounted for using the equity method. Under the equity method, the Company recognizes its ownership share of the income and losses of the equity entity. Through June 30, 2011, the Company accounted for its investment in RBMS on the equity method (Note 6). All significant intercompany accounts and transactions have been eliminated.
Reclassifications	Reclassifications Certain amounts for the current year have been revised or reclassified to conform to 2015 financial statement presentation.
Estimates	Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.
Financial Instruments	Financial Instruments The Company considers the carrying amounts of financial instruments, including cash, accounts payable and accrued expenses to approximate their fair values because of their relatively short maturities.
Property and Equipment	Property and Equipment Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. The cost and accumulated depreciation of assets retired or otherwise disposed of are relieved from the appropriate accounts and any profit or loss on the sale or disposition of such assets is credited or charged to income.
Derivative Instruments	Derivative Instruments The Company’s derivative liabilities are related to embedded conversion features of the Convertible Notes Payable. For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Black-Scholes Option Pricing model to value the derivative instruments at inception and subsequent valuation dates and the value is re-assessed at the end of each reporting period in accordance with Accounting Standards Codification (“ASC”) 815.
Beneficial Conversion Charge	Beneficial Conversion Charge The intrinsic value of the beneficial conversion feature arising from the issuance of convertible notes payable with conversion rights that are in the money at the commitment date is recorded as debt discount and amortized to interest expense over the term of the note. The intrinsic value of a beneficial conversion feature is determined after initially allocating an appropriate portion of the proceeds received from the sale of the note to any detachable instruments, such as warrants, included in the sale based on relative fair values.
Revenue Recognition	Revenue Recognition Revenue is recognized when evidence of an arrangement exists, pricing is fixed and determinable, collection is reasonably assured and delivery or performance of service has occurred. Management fees earned under a contract to operate and manage casino projects are recognized pursuant to terms of the agreement. For the three and nine months ended March 31, 2015, the Company had no revenue.
Share-Based Compensation	Share-Based Compensation The Company recognizes compensation expense for all share-based payment awards made to employees, directors and others based on the estimated fair values on the date of the grant. Common stock equivalents are valued using the Black-Scholes Option Pricing Model using the market price of our common stock on the date of valuation, an expected dividend yield of zero, the remaining period or maturity date of the common stock equivalent and the expected volatility of our common stock. The Company determines the fair value of the share-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measureable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either the date at which a commitment for performance to earn the equity instrument is reached or the date the performance is complete. The Company recognizes compensation expense for stock awards with service conditions on a straight-line basis over the requisite service period, which is included in operations.
Basic and Diluted Net Income (Loss) per Common Share	Basic and Diluted Net Income (Loss) per Common Share Basic net income (loss) per share (EPS) is calculated by dividing net income (loss) available to common stockholders (numerator) by the weighted-average number of common shares outstanding during each period (denominator). Diluted loss per share gives effect to all dilutive common shares outstanding using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. There were 660,920 common stock equivalents outstanding as of March 31, 2014 included to determine diluted EPS. As of March 31, 2015, the common stock equivalents were not included in the calculation of earnings per shares because their inclusion would have been considered anti-dilutive.
Leases	Leases Rent expense is recognized on the straight-line basis over the term of the lease.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) The guidance in ASU 2014-15 sets forth management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing interim and annual financial statements, management should evaluate whether conditions or events, in aggregate, raise substantial doubt about an entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, and, if applicable, whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The Company does not expect the adoption to have a material impact on the Company’s consolidated financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

RBMS Management Agreement (Details Narrative) (USD $)	0 Months Ended
RBMS Management Agreement (Details Narrative) (USD $)	Apr. 01, 2010	Oct. 27, 2010
Rbms Management Agreement
Management agreement period	99 years
Management fee payable per month		$ 200,000us-gaap_ManagementFeePayable
Management fee payable after commencement of the gaming operations		250,000
Management fee payable on achieving certain earnings		$ 300,000ROBK_ManagementFeePayableEarnings

Gulfport Casino Hotel Project (Hemingway Resort and Casino) (Details Narrative) (USD $)	9 Months Ended
	Mar. 31, 2015 sqft Number
Area of land	250,000us-gaap_AreaOfLand
Number of rooms in hotel	300ROBK_NumberOfRooms
Value of casino hotel project	$ 170,000,000ROBK_CasinoHotelProjectValue
Percentage of principal amount on first lien debt	3.00%ROBK_PercentageOfLienDebt
Percentage on subordinated debt	6.00%ROBK_PercentageOnSubordinatedDebt
Proceeds from sale of senior notes	25,800,000
Senior Secured Notes [Member]
Value of casino hotel project	115,000,000
Vendor Finance [Member]
Value of casino hotel project	25,000,000
New Rotate Black Inc Equity [Member]
Value of casino hotel project	25,000,000
Equity Invested To Date [Member]
Value of casino hotel project	$ 5,000,000
Vehicles [Member]
Number of vehicles parking	1,200
Food And Beverage [Member]
Number of dining options	3
Number of steakhouse seats	120
Number of seat buffet	240
Bars [Member]
Number of bars	3
Casino [Member]
Area of land	53,000
Number of slot machines	1,388
Number of table games	33
Suites [Member]
Number of rooms in hotel	40
Traditional Rooms [Member]
Number of rooms in hotel	260

Commitments and Contingencies (Details Narrative) (USD $)	0 Months Ended
	Nov. 12, 2014	Feb. 23, 2010	Jan. 18, 2012	Feb. 19, 2013	Mar. 31, 2015	Jun. 30, 2014
Nonrefundable transaction fee, percentage of aggregate principal amount of debt	3.00%
Nonrefundable transaction fee, percentage of aggregate amount of equity and equity linked securities	6.00%
Nonrefundable aggregate minimum fee	$ 1,500,000ROBK_NonrefundableAggregateMinimumFee
Litigation accrued liability					150,000us-gaap_LitigationReserve	150,000us-gaap_LitigationReserve
Third Judicial District Court [Member]
Litigation damages sought value		5,000,000
Investment Banker Filed Civil Lawsuit [Member]
Litigation damages sought value			150,000
Litigation damages paid value			25,000
Litigation settlement remaining balance			125,000
Gulfport Transaction [Member]
Success-based fee amount				250,000
Rotate Black, LLC [Member]
Notes payable					$ 250,000