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0000844887
DHCC:SeriesSPreferredStockMember
2022-12-31
0000844887
DHCC:SeriesSNRPreferredStockMember
2023-12-31
0000844887
DHCC:SeriesSNRPreferredStockMember
2022-12-31
0000844887
DHCC:SeriesSPIKPreferredStockMember
2023-12-31
0000844887
DHCC:SeriesSPIKJuniorPreferredStockMember
2023-12-31
0000844887
DHCC:SeriesSPIKPreferredStockMember
2023-01-01
2023-12-31
0000844887
DHCC:SeriesSPIKPreferredStockMember
2022-01-01
2022-12-31
0000844887
DHCC:SeriesSPIKPreferredStockMember
2022-12-31
0000844887
DHCC:ExercisePriceRangeOneMember
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0000844887
DHCC:ExercisePriceRangeOneMember
2023-12-31
0000844887
DHCC:ExercisePriceRangeTwoMember
2023-01-01
2023-12-31
0000844887
DHCC:ExercisePriceRangeTwoMember
2023-12-31
0000844887
DHCC:ExercisePriceRangeThreeMember
2023-01-01
2023-12-31
0000844887
DHCC:ExercisePriceRangeThreeMember
2023-12-31
0000844887
DHCC:ExercisePriceRangeFourMember
2023-01-01
2023-12-31
0000844887
DHCC:ExercisePriceRangeFourMember
2023-12-31
0000844887
DHCC:ExercisePriceRangeFiveMember
2023-01-01
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0000844887
DHCC:ExercisePriceRangeFiveMember
2023-12-31
0000844887
DHCC:ExercisePriceRangeOneMember
2022-01-01
2022-12-31
0000844887
DHCC:ExercisePriceRangeOneMember
2022-12-31
0000844887
DHCC:ExercisePriceRangeTwoMember
2022-01-01
2022-12-31
0000844887
DHCC:ExercisePriceRangeTwoMember
2022-12-31
0000844887
DHCC:ExercisePriceRangeThreeMember
2022-01-01
2022-12-31
0000844887
DHCC:ExercisePriceRangeThreeMember
2022-12-31
0000844887
DHCC:ExercisePriceRangeFourMember
2022-01-01
2022-12-31
0000844887
DHCC:ExercisePriceRangeFourMember
2022-12-31
0000844887
DHCC:ExercisePriceRangeFiveMember
2022-01-01
2022-12-31
0000844887
DHCC:ExercisePriceRangeFiveMember
2022-12-31
0000844887
DHCC:CollateralizedConvertibleSeniorDebenturesMember
DHCC:TrancheOneMember
DHCC:InvestorsLienMember
2014-03-31
0000844887
DHCC:CollateralizedConvertibleSeniorDebenturesMember
DHCC:TrancheOneMember
DHCC:InvestorsLienMember
2014-12-31
0000844887
DHCC:CollateralizedConvertibleSeniorDebenturesMember
DHCC:InvestorsLienMember
DHCC:MississippiPropertyMember
2014-09-25
2014-09-26
0000844887
DHCC:CollateralizedConvertibleSeniorDebenturesMember
DHCC:ExecutivesLienMember
DHCC:MississippiPropertyMember
2023-12-31
0000844887
DHCC:DiamondheadPropertyMember
DHCC:SecondLienMember
2016-12-16
0000844887
DHCC:DiamondheadPropertyMember
DHCC:ThirdLienMember
2018-08-21
0000844887
DHCC:FourthLienMember
DHCC:DiamondheadPropertyMember
2021-01-26
0000844887
DHCC:FifthLienMember
DHCC:DiamondheadPropertyMember
2021-02-17
0000844887
DHCC:SixLienMember
DHCC:DiamondheadPropertyMember
DHCC:LenderMember
2021-04-30
0000844887
DHCC:SixLienMember
DHCC:DiamondheadPropertyMember
DHCC:LenderMember
2021-04-01
2021-04-30
0000844887
DHCC:TwelfthAndThirteenthLienMember
DHCC:DiamondheadPropertyMember
2021-06-30
0000844887
DHCC:TwelfthAndThirteenthLienMember
DHCC:DiamondheadPropertyMember
2021-06-01
2021-06-30
0000844887
DHCC:FourteenthLienMember
DHCC:DiamondheadPropertyMember
srt:BoardOfDirectorsChairmanMember
2021-07-31
0000844887
DHCC:FifteenthLienMember
DHCC:DiamondheadPropertyMember
srt:BoardOfDirectorsChairmanMember
2021-07-31
0000844887
DHCC:SixteenthLienMember
DHCC:DiamondheadPropertyMember
2021-07-31
0000844887
DHCC:SixteenthLienMember
DHCC:DiamondheadPropertyMember
2021-07-01
2021-07-31
0000844887
DHCC:SeventeenthLienMember
DHCC:DiamondheadPropertyMember
2021-07-31
0000844887
DHCC:DiamondheadPropertyMember
DHCC:SeventeenthLienMember
2021-07-01
2021-07-31
0000844887
DHCC:EighteenthLienMember
DHCC:DiamondheadPropertyMember
2021-11-30
0000844887
DHCC:DiamondheadPropertyMember
DHCC:EighteenthLienMember
2021-11-01
2021-11-30
0000844887
DHCC:NineteenthAndTwentiethLienMember
DHCC:DiamondheadPropertyMember
2022-03-31
0000844887
DHCC:DiamondheadPropertyMember
DHCC:NineteenthAndTwentiethLienMember
2022-03-01
2022-03-31
0000844887
DHCC:TwentyFirstLienMember
DHCC:DiamondheadPropertyMember
2022-05-31
0000844887
DHCC:DiamondheadPropertyMember
DHCC:TwentyFirstLienMember
2022-05-01
2022-05-31
0000844887
DHCC:EmployeeStockOwnershipPlanMember
2023-12-31
0000844887
DHCC:EmployeeStockOwnershipPlanMember
2022-12-31
0000844887
DHCC:CasinosAustriaMaritimeCorporationMember
2023-01-01
2023-12-31
0000844887
2015-01-01
2019-12-31
0000844887
2023-03-31
2023-03-31
0000844887
DHCC:SettlementAgeemetMember
2015-01-01
2019-12-31
0000844887
DHCC:SettlementAgeemetMember
2020-01-01
2022-03-31
0000844887
DHCC:SettlementAgeemetMember
2022-04-01
2023-03-31
0000844887
DHCC:SettlementAgeemetMember
2023-12-31
0000844887
DHCC:SettlementAgeemetMember
2022-12-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
utr:acre
Exhibit
99.1
DIAMONDHEAD
CASINO CORPORATION
AND
SUBSIDIARIES
CONTENTS
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and Board of Directors of
Diamondhead
Casino Corporation
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Diamondhead Casino Corporation and Subsidiaries (the
“Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’
deficit and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the
“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the two years in the period ended
December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Explanatory
Paragraph – Going Concern
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more
fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide
a reasonable basis for our opinion.
Critical
Audit Matters
The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment
Assessment on Land
Description
of the Matter
As
discussed in Note 3 to the financial statements, the Company has land held for development which is carried at cost of $5,233,204
at December 31, 2023. The Company reviews long-lived assets whenever events or changes in circumstances indicate that the carrying value
of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the assets to
the undiscounted future cash flows projected to be generated by the assets. If such assets are considered impaired, the impairment to
be recognized is measured by the amount the carrying value exceeds the fair value of such assets determined by appraisal, discounted
cash flow projections, or other means. The Company determined that no impairment existed as of December 31, 2023.
We
identified the evaluation of the impairment analysis of land as a critical audit matter.
How
We Addressed the Matter in Our Audit
The
following are the primary procedures we performed to address this critical audit matter. With the assistance of valuation specialists
employed by us, our audit procedures included, among others, understanding of and evaluating the methodology used by the Company, assessing
the reasonableness of the methodology of the underlying analysis, evaluating the significant assumptions and data inputs utilized in
the Company’s analysis.
/s/
Marcum llp
We
have served as the Company’s auditor since 2004.
Marlton,
New Jersey
March 29, 2024
DIAMONDHEAD
CASINO CORPORATION
AND
SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
|
|
2023 |
|
|
2022 |
|
|
|
December
31, |
|
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current
assets: |
|
|
|
|
|
|
|
|
Cash |
|
$ |
426,124 |
|
|
$ |
55,885 |
|
Total
current assets |
|
|
426,124 |
|
|
|
55,885 |
|
Land
(Note 3) |
|
|
5,233,204 |
|
|
|
5,476,097 |
|
Other
receivable |
|
|
154,622 |
|
|
|
- |
|
Other
assets |
|
|
80 |
|
|
|
80 |
|
Total
assets |
|
$ |
5,814,030 |
|
|
$ |
5,532,062 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
Current
liabilities: |
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses due related parties (Note 4) |
|
$ |
8,315,187 |
|
|
$ |
7,462,182 |
|
Accounts
payable and accrued expenses - others (Note 4) |
|
|
5,272,524 |
|
|
|
4,918,538 |
|
Accounts payable and accrued expenses |
|
|
5,272,524 |
|
|
|
4,918,538 |
|
Convertible
notes and line of credit payable (Note 5) |
|
|
1,962,500 |
|
|
|
1,962,500 |
|
Debenture
payable (Note 6) |
|
|
50,000 |
|
|
|
50,000 |
|
Convertible
debenture payable (Note 6) |
|
|
1,800,000 |
|
|
|
1,800,000 |
|
Short
term notes and interest bearing advance (Note 7) |
|
|
65,504 |
|
|
|
80,504 |
|
Notes
payable due related parties (net of unamortized debt discount of $33,241
and $0, respectively) (Note 8) |
|
|
669,279 |
|
|
|
720,651 |
|
Notes
payable due others (net of unamortized debt discount of $15,761 and $24,937, respectively) (Note 9) |
|
|
541,739 |
|
|
|
532,563 |
|
Notes payable due |
|
|
541,739 |
|
|
|
532,563 |
|
Total
current liabilities |
|
|
18,676,733 |
|
|
|
17,526,938 |
|
Total
liabilities |
|
|
18,676,733 |
|
|
|
17,526,938 |
|
|
|
|
|
|
|
|
|
|
Commitments
and contingencies (Notes 3 and 15) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Stockholders’
deficit: |
|
|
|
|
|
|
|
|
Preferred
stock, $0.01 par value; shares authorized 5,000,000, outstanding 2,086,000 at December 31, 2023 and 2022 (aggregate liquidation preference
of $2,519,080 at December 31, 2023 and 2022) |
|
|
20,860 |
|
|
|
20,860 |
|
Common
stock, $0.001 par value; shares authorized 50,000,000, issued: 39,052,472 at December 31, 2023 and 2022, outstanding: 36,297,576
at December 31, 2023 and 2022 |
|
|
39,052 |
|
|
|
39,052 |
|
Additional
paid-in capital |
|
|
36,663,780 |
|
|
|
36,122,078 |
|
Unearned
ESOP shares |
|
|
(2,490,662 |
) |
|
|
(2,609,264 |
) |
Accumulated
deficit |
|
|
(46,862,802 |
) |
|
|
(45,351,375 |
) |
Treasury
stock, at cost, 1,084,431 and 1,004,886 shares at December 31, 2023 and 2022, respectively |
|
|
(232,931 |
) |
|
|
(216,227 |
) |
Total
stockholders’ deficit |
|
|
(12,862,703 |
) |
|
|
(11,994,876 |
) |
Total
liabilities and stockholders’ deficit |
|
$ |
5,814,030 |
|
|
$ |
5,532,062 |
|
See
the accompanying notes to these consolidated financial statements.
DIAMONDHEAD
CASINO CORPORATION
AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
YEARS
ENDED DECEMBER 31,
|
|
2023 |
|
|
2022 |
|
|
|
Year
Ended |
|
|
|
December
31, |
|
|
|
2023 |
|
|
2022 |
|
COSTS
AND EXPENSES |
|
|
|
|
|
|
|
|
Administrative
and general |
|
$ |
736,680 |
|
|
$ |
917,756 |
|
Stock-based compensation |
|
|
546,400 |
|
|
|
11,480 |
|
Other |
|
|
67,975 |
|
|
|
71,450 |
|
Total
costs and expenses |
|
|
1,351,055 |
|
|
|
1,000,686 |
|
|
|
|
|
|
|
|
|
|
OTHER
(INCOME) EXPENSE |
|
|
|
|
|
|
|
|
Interest
expense: |
|
|
|
|
|
|
|
|
Related
parties |
|
|
438,393 |
|
|
|
415,330 |
|
Other |
|
|
377,486 |
|
|
|
439,689 |
|
Gain on the condemnation of land |
|
|
(757,107 |
) |
|
|
- |
|
Total
other (income) expense |
|
|
58,772 |
|
|
|
855,019 |
|
|
|
|
|
|
|
|
|
|
NET
LOSS |
|
|
(1,409,827 |
) |
|
|
(1,855,705 |
) |
|
|
|
|
|
|
|
|
|
PREFERRED
STOCK DIVIDENDS |
|
|
(101,600 |
) |
|
|
(101,600 |
) |
|
|
|
|
|
|
|
|
|
NET
LOSS APPLICABLE TO COMMON STOCKHOLDERS |
|
$ |
(1,511,427 |
) |
|
$ |
(1,957,305 |
) |
|
|
|
|
|
|
|
|
|
Weighted
average common shares outstanding - basic and diluted |
|
|
37,437,576 |
|
|
|
36,297,576 |
|
Net
loss per common share - basic and diluted |
|
$ |
(0.040 |
) |
|
$ |
(0.054 |
) |
See
the accompanying notes to these consolidated financial statements.
DIAMONDHEAD
CASINO CORPORATION
AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
Preferred
Stock |
|
|
Common
Stock |
|
|
Paid-in |
|
|
Unearned
ESOP |
|
|
Accumulated |
|
|
Treasury
Stock |
|
|
Stockholders’ |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Shares |
|
|
Amount |
|
|
Deficit |
|
|
Shares |
|
|
Amount |
|
|
Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
at December 31, 2021 |
|
|
2,086,000 |
|
|
$ |
20,860 |
|
|
|
39,052,472 |
|
|
$ |
39,052 |
|
|
$ |
36,100,973 |
|
|
|
1,829,555 |
|
|
$ |
(2,727,866 |
) |
|
$ |
(43,394,070 |
) |
|
|
925,341 |
|
|
$ |
(186,000 |
) |
|
$ |
(10,147,051 |
) |
Shares
acquired from ESOP |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(88,375 |
) |
|
|
(79,545 |
) |
|
|
118,602 |
|
|
|
- |
|
|
|
79,545 |
|
|
|
(30,227 |
) |
|
|
- |
|
Common
stock to be issued in connection with notes payable - related parties |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
98,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
98,000 |
|
Stock
compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
11,480 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
11,480 |
|
Dividends |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(101,600 |
) |
|
|
- |
|
|
|
- |
|
|
|
(101,600 |
) |
Net
loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,855,705 |
) |
|
|
- |
|
|
|
- |
|
|
|
(1,855,705 |
) |
Balances
at December 31, 2022 |
|
|
2,086,000 |
|
|
|
20,860 |
|
|
|
39,052,472 |
|
|
|
39,052 |
|
|
|
36,122,078 |
|
|
|
1,750,010 |
|
|
|
(2,609,264 |
) |
|
|
(45,351,375 |
) |
|
|
1,004,886 |
|
|
|
(216,227 |
) |
|
|
(11,994,876 |
) |
Balance |
|
|
2,086,000 |
|
|
|
20,860 |
|
|
|
39,052,472 |
|
|
|
39,052 |
|
|
|
36,122,078 |
|
|
|
1,750,010 |
|
|
|
(2,609,264 |
) |
|
|
(45,351,375 |
) |
|
|
1,004,886 |
|
|
|
(216,227 |
) |
|
|
(11,994,876 |
) |
Shares
acquired from ESOP |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(101,898 |
) |
|
|
(79,545 |
) |
|
|
118,602 |
|
|
|
- |
|
|
|
79,545 |
|
|
|
(16,704 |
) |
|
|
- |
|
Common
stock to be issued in connection with notes payable
- related parties |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
70,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
70,000 |
|
Common
stock to be issued in connection with notes payable
- others |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
27,200 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
27,200 |
|
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
546,400 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
546,400 |
|
Dividends |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(101,600 |
) |
|
|
- |
|
|
|
- |
|
|
|
(101,600 |
) |
Net
loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,409,827 |
) |
|
|
- |
|
|
|
- |
|
|
|
(1,409,827 |
) |
Balances
at December 31, 2023 |
|
|
2,086,000 |
|
|
$ |
20,860 |
|
|
|
39,052,472 |
|
|
$ |
39,052 |
|
|
$ |
36,663,780 |
|
|
|
1,670,465 |
|
|
$ |
(2,490,662 |
) |
|
$ |
(46,862,802 |
) |
|
|
1,084,431 |
|
|
$ |
(232,931 |
) |
|
$ |
(12,862,703 |
) |
Balances |
|
|
2,086,000 |
|
|
$ |
20,860 |
|
|
|
39,052,472 |
|
|
$ |
39,052 |
|
|
$ |
36,663,780 |
|
|
|
1,670,465 |
|
|
$ |
(2,490,662 |
) |
|
$ |
(46,862,802 |
) |
|
|
1,084,431 |
|
|
$ |
(232,931 |
) |
|
$ |
(12,862,703 |
) |
See
the accompanying notes to these consolidated financial statements.
DIAMONDHEAD
CASINO CORPORATION
AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
YEARS
ENDED DECEMBER 31,
|
|
2023 |
|
|
2022 |
|
|
|
Year
Ending |
|
|
|
December
31, |
|
|
|
2023 |
|
|
2022 |
|
Cash
flows from operating activities: |
|
|
|
|
|
|
|
|
Net
loss |
|
$ |
(1,409,827 |
) |
|
$ |
(1,855,705 |
) |
Adjustments
to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Amortization |
|
|
76,116 |
|
|
|
141,663 |
|
Stock-based
compensation |
|
|
546,400 |
|
|
|
11,480 |
|
Gain on the condemnation of land |
|
|
(757,107 |
) |
|
|
- |
|
Changes
in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses - related parties |
|
|
751,405 |
|
|
|
775,293 |
|
Accounts
payable and accrued expenses - other |
|
|
353,986 |
|
|
|
786,167 |
|
Net
cash used in operating activities |
|
|
(439,027 |
) |
|
|
(141,102 |
) |
Cash
flows from investing activities: |
|
|
|
|
|
|
|
|
Land
easement, net of other receivable |
|
|
845,378 |
|
|
|
- |
|
Net
cash provided by investing activities |
|
|
845,378 |
|
|
|
- |
|
Cash
flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds
from note payable - others |
|
|
40,000 |
|
|
|
130,000 |
|
Proceeds
from non-interest bearing advances from related parties |
|
|
97,020 |
|
|
|
- |
|
Repayments
of non-interest bearing note payable - others |
|
|
(40,000 |
) |
|
|
- |
|
Repayments of interest bearing note payable - others |
|
|
(15,000 |
) |
|
|
- |
|
Repayments
of notes payable issued to related parties |
|
|
(118,132 |
) |
|
|
(15,104 |
) |
Net
cash (used in) provided by financing activities |
|
|
(36,112 |
) |
|
|
114,896 |
|
Net
increase (decrease) in cash |
|
|
370,239 |
|
|
|
(26,206 |
) |
Cash
at beginning of year |
|
|
55,885 |
|
|
|
82,091 |
|
Cash
at end of year |
|
$ |
426,124 |
|
|
$ |
55,885 |
|
|
|
|
- |
|
|
|
|
|
Supplemental
disclosure of cash flow information: |
|
|
|
|
|
|
|
|
Cash
paid for interest |
|
$ |
56,056 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of non-cash financing activities: |
|
|
|
|
|
|
|
|
Common
stock to be issued in connection with notes payable - related parties |
|
$ |
70,000 |
|
|
$ |
98,000 |
|
Common
stock to be issued in connection with notes payable - others |
|
$ |
27,200 |
|
|
$ |
- |
|
Unpaid
preferred stock dividends in accounts payable and accrued expenses |
|
$ |
101,600 |
|
|
$ |
101,600 |
|
See
the accompanying notes to these consolidated financial statements.
DIAMONDHEAD
CASINO CORPORATION
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Note
1. Organization and Business
Diamondhead
Casino Corporation and its Subsidiaries (the “Company”) own a total of approximately 400 acres of unimproved land in Diamondhead,
Mississippi (“the Property”). Active subsidiaries of the Company include Mississippi Gaming Corporation, which owns the approximate
400-acre site and Casino World, Inc.
The
Company’s intent was to construct a casino resort and other amenities on the Property unilaterally or, in conjunction with one
or more joint venture partners. However, the Company has been unable to date, to obtain financing to move the project forward and/or
enter into a joint venture partnership. Due to its lack of financial resources and certain law suits filed against it, the Company has
been forced to explore other alternatives, including a sale of part or all of the Property. The Company’s preference is to sell
only part of the Property inasmuch as this would appear to be in the best interest of the stockholders of the Company. However, there
can be no assurance the Company will be able to sell only part of the Property. The Company intends to continue to pursue a joint venture
partnership and/or other financing while seeking a viable purchaser for part or all of the Property. Thus, on March 25, 2019, Mississippi
Gaming Corporation entered into a brokerage agreement with an unrelated third party to seek a buyer for all or part of the Property or,
alternatively, to seek a joint venture partner for the project. The brokerage agreement has expired, but the Company continues to work
with the broker on the same terms under the contract.
Note
2. Liquidity and Going Concern
These
consolidated financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses over the past several
years, has no operations, generates no operating revenues, and as reflected in the accompanying consolidated financial statements, incurred
a net loss applicable to common stockholders of $1,511,427 for the year ended December 31, 2023. In addition, the Company had an accumulated
deficit of $46,862,802 at December 31, 2023. Due to its lack of financial resources, the Company has been forced to explore other alternatives,
including a sale of part or all of the Property.
The
Company has had no operations since it ended its gambling cruise ship operations in 2000. Since that time, the Company has concentrated
its efforts on the development of its Diamondhead, Mississippi property. That development is dependent upon the Company obtaining the
necessary capital, through either equity and/or debt financing, unilaterally or in conjunction with one or more partners, to master plan,
design, obtain permits for, construct, open, and operate a casino resort.
In the past, in order to raise capital to
continue to pay on-going costs and expenses, the Company has borrowed funds, through Private Placements of convertible instruments
as well as through other secured notes which are more fully described in Notes 5 through 10 to these consolidated financial
statements. The Company is in default with respect to payment of both principal and interest under the terms of most of these
instruments. In addition, at December 31, 2023, the Company had $13,587,711
of accounts payable and accrued expenses and $426,124
in cash on hand.
The
above conditions raise substantial doubt as to the Company’s ability to continue as a going concern within one year after the date
of that the consolidated financial statements are issued.
Note
3. Summary of Significant Accounting Policies
Principles
of Consolidation
The
consolidated financial statements include the accounts of Diamondhead Casino Corporation and its wholly-owned subsidiaries. All intercompany
balances and transactions have been eliminated in consolidation.
Estimates
The
preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure
of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Land
Land
held for development is carried at cost. Costs directly related to site development, such as licensing, permitting, engineering, and
other costs, are capitalized.
Land
development costs, which have been capitalized, consist of the following at December 31, 2023 and 2022:
Schedule
of Land Development Cost Capitalized
|
|
December,
31 |
|
|
|
2023 |
|
|
2022 |
|
Land |
|
$ |
4,691,430 |
|
|
$ |
4,934,323 |
|
Licenses |
|
|
77,000 |
|
|
|
77,000 |
|
Engineering
and costs associated with permitting |
|
|
464,774 |
|
|
|
464,774 |
|
|
|
$ |
5,233,204 |
|
|
$ |
5,476,097 |
|
Cooperative
Energy, a Mississippi Electric Cooperative sought a permanent easement along the northern portion of the Property on which to
construct, maintain and operate electric transmission lines together with an access road. On or about November 19, 2020, Cooperative
Energy filed a Complaint with the Special Court of Eminent Domain, Hancock County, Mississippi seeking an Order authorizing the
Cooperative to enter onto the Property for the purpose of examinations and surveys. The matters sought in the Complaint were quickly
resolved by agreement of the parties. The Company’s understanding and MGC’s understanding was that the case would be
dismissed, but the case was not dismissed. On or about May 24, 2023, Cooperative Energy filed a Complaint for Eminent Domain in the
Special Court of Eminent Domain, Hancock County, Mississippi in which it named MGC and all persons and entities holding liens on the
Diamondhead, Mississippi Property as defendants.
On October 17, 2023, the Court
entered an Order Approving Settlement in the amount of $1 million and entered an Order Approving Disbursement of Funds to MGC. On October
20, 2023, MGC received $845,378 as part of the settlement amount. Cooperative shall pay the balance amount to MGC, equaling the total
settlement payment of $1 million and ownership of the easement across MGC’s condemned property shall be vested in Cooperative.
As such, the Company recorded a receivable of $154,622 on the consolidated balance sheet as of December 31, 2023.
Management
determined that the easement arrangement was outside the scope of ASC 842. Further, the Company determined that the easement reduced
the value of the property by $242,893. The remaining $757,107 of the $1 million easement was recorded as a gain on the condemnation of land in the consolidated statements
of operations.
Fair
Value Measurements
The
Company follows the provisions of ASC Topic 820 “Fair Value Measurements” for financial assets and liabilities. This standard
defines fair value, provides guidance for measuring fair value and requires certain disclosures. The standard utilizes a fair value hierarchy
that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description
of those three levels:
Level
1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level
2: Input other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted
prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets
that are not active.
Level
3: Unobservable input that reflects management’s own assumptions.
Financial
instruments included in current assets and liabilities are reported at carrying value in the consolidated balance sheets, which approximate
fair value due to their short term nature.
Long-Lived
Assets
The
Company reviews long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be
recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the assets to the estimated undiscounted
future cash flows projected to be generated by the assets. If such assets are considered impaired, the impairment to be recognized is
measured by the amount the carrying value exceeds the fair value of such assets determined by appraisal, discounted cash flow projections,
or other means. No impairment existed as of December 31, 2023.
Employee
Stock Ownership Plan
The
Company has an Employee Stock Ownership Plan (ESOP) covering substantially all employees with one or more years of service, financed
by employer loans. The Company also established a trust called the Europa Cruises Corporation Employee Stock Ownership Plan Trust Agreement,
to serve as the funding vehicle for the ESOP. The President and Chief Executive Officer is the sole Trustee of the Trust. Compensation
expense was measured at the current market price of shares committed for release and such shares constitute outstanding shares for earnings
per share computations.
As
the loans are repaid, shares are released from the ESOP and allocated to qualified employees based upon the proportion of payments made
during the year to the remaining amount of payments due on the loans through maturity. Dividends, if any, are treated as follows:
(1)
stock dividends on shares allocated to participant accounts shall be credited to the participant account when paid; and (2) cash dividends
on shares allocated to participant accounts shall, at the discretion of the Administrator, be credited to the participants’ Other
Investment Account or be used to reduce the indebtedness to the Company, in which case, shares bearing an equal value to the cash dividend
would be allocated to participant accounts. The Company has not paid any dividends on its common stock.
For
the years 2011 through 2023, the Company elected to temporarily suspend contributions to the Plan, in accordance with the loan pledge
agreement between the Company and the ESOP Trust. For each year in which there was no contribution to the Plan, the Plan returned the
79,545 shares, which would have been allocated to employees annually, to treasury. The Company has not filed the annual Form 550 reports
pertaining to the ESOP since the year ended December 31, 2015.
Income
Taxes
Under
the asset and liability method of ASC Topic 740, “Accounting for Income Taxes,” deferred tax liabilities and assets are recognized
for future tax consequences attributable to differences between the financial statement carrying amounts and the tax basis of assets
and liabilities. A valuation allowance is recorded to reflect the uncertainty of realization of deferred tax assets.
The
Company follows the provisions of Financial Accounting Standard Board (“FASB”) No. 48 (FIN 48), “Accounting for Uncertainty
in Income Taxes.” The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return
should be recorded in the consolidated financial statements. Under this standard, an entity may recognize the tax benefit from an uncertain
tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based
on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should
be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.
The standard also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim
periods and requires increased disclosures. The Company does not have a liability for unrecognized tax benefits.
The
Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2023
and 2022, the Company has no accrued interest or penalties related to uncertain tax positions.
Net
Loss per Common Share
Basic
loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares
outstanding. Basic weight average shares includes 1,140,000 and 860,000 of shares not yet issued as of December 31, 2023 and 2022.
Diluted earnings per share is calculated by using the weighted average number of common shares outstanding, plus other potentially
dilutive securities. Potentially dilutive securities are excluded from the computation of diluted loss per shares since their effect
would be antidilutive. Common shares outstanding consist of issued shares, including allocated and committed shares held by the ESOP
trust, less shares held in treasury. The dilutive securities below do not include 5,055,555
potentially convertible Debentures, since the requirements for possible conversion had not yet been met and may never be
met.
The
table below summarizes the components of potential dilutive securities at December 31, 2023 and 2022.
Schedule
of Components of Potential Dilutive Securities
Description |
|
December
31, 2023 |
|
|
December
31, 2022 |
|
|
|
|
|
|
|
|
Convertible
Preferred Stock |
|
|
260,000 |
|
|
|
260,000 |
|
Options
to Purchase Common Shares |
|
|
4,555,000 |
|
|
|
4,555,000 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
4,815,000 |
|
|
|
4,815,000 |
|
Stock
Based Compensation
The
Company follows the provisions of ASC Topic 718 “Compensation — Stock Compensation” which requires the measurement
and recognition of compensation expense for all share-based payment awards either modified or granted to employees and directors based
upon estimated fair values.
On
November 9, 2020, the Board of Directors voted to award 1,290,000 options to purchase common stock to its six current directors, including
three officers of the Company, at a strike price of $0.46 per share with an expiration date of December 31, 2023, as follows: Martin
Blount: 200,000; Daniel Burstyn: 40,000; Robert Crow: 100,000; Benjamin Harrell: 360,000; Gregory Harrison: 450,000 and Deborah Vitale:
140,000. All options are vested.
On December 12, 2023, the Board of Directors voted to extend these outstanding options from December 31, 2023 to
December 31, 2025.
On
February 4, 2022, the Board of Directors entered into an agreement with the Chairman to issue 35,000 shares of common stock of the Company
to the Chairman to repurchase the indemnification. This repurchase eliminates any risk to the Company arising from the indemnification
which could have been material. During the years ended December 31, 2023 and 2022, the Company record stock-based compensation of $0
for the fair value for these shares, which have not yet been issued as of the issuance date of the consolidated financial statements.
Option
valuation models require the input of highly subjective assumptions, including the expected stock price volatility. The Company uses
projected volatility rates, which are based upon historical volatility rates, trended into future years. Because the Company’s
employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of the Company’s options.
Reclassification
Certain reclassifications have been made to the Company’s
consolidated financial statements for the year ended December 31, 2023 to conform to the current period’s consolidated financial
statement presentation. A reclassification of $11,480 from administrative and general expenses to stock-based compensation expense was
recorded. The reclassification did not have any effects on the Company’s consolidated financial statements.
Recently
Adopted Accounting Pronouncements
In
November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815,
and Leases (Topic 841). This new guidance is effective for annual reporting periods beginning after December 15, 2019, including
interim periods within those annual reporting periods. This pronouncement was amended under ASU 2019-10 to allow an extension on the
adoption date to entities that qualify as a small reporting company. The Company has elected this extension and the effective date for
the Company to adopt this standard will be for fiscal years beginning after December 15, 2022. Accordingly, the Company has adopted this
standard as of January 1, 2023 and it did not have an effect on its consolidated financial statements.
Recently
Issued Accounting Pronouncements Not Yet Adopted
On
March 27, 2023, the FASB issued ASU 2023-01, which amends certain provisions of ASC 842 that apply to arrangements between related parties
under common control. Specifically, the ASU:
|
● |
Offers
private companies, as well as not-for-profit entities that are not conduit bond obligors, a practical expedient that gives them the
option of using the written terms and conditions of a common-control arrangement when determining whether a lease exists and the
subsequent accounting for the lease, including the lease’s classification. |
|
|
|
|
● |
Amends
the accounting for leasehold improvements in common-control arrangements for all entities. |
The
ASU is effective for fiscal years beginning after December 15, 2023. The Company has not completed its assessment of the standard, but
does not expect the adoption to have a material impact on the Company’s unaudited condensed consolidated financial position, results
of operations, or cash flows.
No
other recent accounting pronouncements were issued by FASB that are believed by management to have a material impact on the Company’s
present or future financial statements.
Note
4. Accounts Payable and Accrued Expenses
The
table below outlines the elements included in accounts payable and accrued expenses at December 31, 2023 and 2022:
Schedule
of Accounts Payable and Accrued Expenses
|
|
December
31, |
|
|
December
31, |
|
|
|
2023 |
|
|
2022 |
|
Related
parties: |
|
|
|
|
|
|
|
|
Accrued
payroll due officers |
|
$ |
3,869,711 |
|
|
$ |
3,569,711 |
|
Accrued
interest due officers and directors |
|
|
2,897,159 |
|
|
|
2,467,844 |
|
Accrued
director fees |
|
|
928,750 |
|
|
|
838,750 |
|
Base
rents due to the President |
|
|
403,276 |
|
|
|
403,274 |
|
Associated
rental costs |
|
|
198,983 |
|
|
|
165,295 |
|
Other |
|
|
17,308 |
|
|
|
17,308 |
|
Total
related parties |
|
$ |
8,315,187 |
|
|
$ |
7,462,182 |
|
|
|
|
|
|
|
|
|
|
Non-related
parties: |
|
|
|
|
|
|
|
|
Accrued
interest |
|
$ |
3,115,463 |
|
|
$ |
2,841,520 |
|
Accrued
dividends |
|
|
1,270,000 |
|
|
|
1,168,400 |
|
Accrued
fines and penalties |
|
|
578,775 |
|
|
|
444,875 |
|
Other |
|
|
308,286 |
|
|
|
463,743 |
|
Total
non-related parties |
|
$ |
5,272,524 |
|
|
$ |
4,918,538 |
|
Note
5. Convertible Notes and Line of Credit
Line
of Credit
In
2008, the Company entered into an agreement with an unrelated third party for an unsecured Line of Credit up to a maximum of $1,000,000.
The Line of Credit carries an interest rate on amounts borrowed of 9% per annum. All funds originally advanced under the facility were
due and payable by November 1, 2012. As an inducement to provide the facility, the lender was awarded an immediate option to purchase
50,000 shares of common stock of the Company at $1.75 per share. In addition, the lender received an option to purchase a maximum of
250,000 additional shares of common stock of the Company at $1.75 per share. The options expire following repayment in full by the Company
of the amount borrowed. The Company is in default under the repayment terms of the agreement. At December 31, 2023 and 2022, the unpaid
principal and accrued interest due on the obligation totaled $2,302,929 and $2,213,422, respectively.
Convertible
Notes
Pursuant
to a Private Placement Memorandum dated March 1, 2010, the Company offered Units consisting of a two year unsecured, convertible promissory
note in the principal amount of $25,000 with interest at 12% per annum. The Promissory Notes were convertible into 50,000 shares of common
stock of the Company upon issuance and for a period of five years at the option of the investor. The conversion rights have expired.
Pursuant
to an additional Private Placement Memorandum dated October 25, 2010, the Company offered Units consisting of a two year unsecured, convertible
promissory note in the principal amount of $25,000. The Promissory Notes bear interest at 9% per annum and were convertible into 50,000
shares of common stock of the Company upon issuance and for a period of five years at the option of the investor. The conversion rights
have expired.
The
Convertible Notes issued pursuant to the two Private Placements discussed above total $962,500 in principal and became due and payable
beginning in March 2012 and extending to various dates through June 2013. As of the date of the filing of this report, all of the aforementioned
debt obligations remain unpaid and in default under the repayment terms of the notes. In November 2020, the Superior Court of the State
of Delaware awarded Judgments in favor of certain holders of these Promissory Notes who filed suit against the Company. As a result,
the Company must carry an aggregate of $486,796 (total principal and interest) as debt owed to these noteholders. As of December 31,
2023 and 2022, all Notes issued had a total outstanding principal of $962,500 and accrued interest, including the additional interest
awarded pursuant to the Court Judgments of $1,145,957 and $1,043,547, respectively.
The
table below summarizes the Company’s debt arising from the above-described sources as of December 31, 2023 and 2022:
Schedule
of Convertible Notes Payable
|
|
December
31,
2023 |
|
|
December
31,
2022 |
|
Private
placements - March 1, 2010* |
|
$ |
475,000 |
|
|
$ |
475,000 |
|
Private
placements - October 25, 2010 |
|
|
487,500 |
|
|
|
487,500 |
|
|
|
$ |
962,500 |
|
|
$ |
962,500 |
|
Note
6. Convertible Debentures
Pursuant
to a Private Placement Memorandum dated February 14, 2014 (the “Private Placement”), the Company offered up to a maximum
of $3,000,000 of Collateralized Convertible Senior Debentures to accredited or institutional investors. The Offering was conducted contingent
on the deposit into Escrow of the purchase price for all of the Debentures offered in the principal amount of $3,000,000. The Debentures,
once issued, originally bore interest at 4% per annum after 180 days, matured six years from the date of issuance, and were secured by
a lien on the Company’s Mississippi property. The interest rate on these debentures was raised pursuant to a settlement agreement.
The debentures were offered in three tranches as follows:
|
(a) |
$1,000,000
of First Tranche Collateralized Convertible Senior Debentures convertible into an aggregate of 3,333,333 shares of Common Stock of
the Company at a conversion price of $.30 per share (the “First Tranche Debentures”); |
|
|
|
|
(b) |
$1,000,000
of Second Tranche Collateralized Convertible Senior Debentures, convertible into an aggregate of 2,222,222 shares of Common Stock
of the Company at a conversion price of $.45 per share (the “Second Tranche Debentures”); and |
|
|
|
|
(c) |
$1,000,000
of Third Tranche Collateralized Convertible Senior Debentures, convertible into either 1,818,182 shares of Common Stock or 1,333,333
shares of Common Stock of the Company, at a conversion price of $.55 or $.75 per share depending upon certain conditions described
in the Private Placement Memorandum (the “Third Tranche Debentures”). |
The
conversion rights on each issued Debenture carry an Anti-Dilution Provision. If the Company issues any shares of Common Stock or other
securities after March 31, 2014 at a price per security that is less than the conversion price of a Debenture, then the Debenture shall
have a new conversion price equal to the price per security that is less than the Conversion Price of the Debenture. The foregoing provision
shall not apply to the following:
|
(a) |
The
issuance of any of the other Debentures in the Offering or the issuance of shares of Common Stock upon conversion of any of the Debentures
in the Offering; |
|
|
|
|
(b) |
The
issuance of any shares of Common Stock if such issuance relates to an agreement, arrangement or grant to issue shares of Common Stock
entered into by the Company prior to the Issue Date of the First Tranche Debentures in the Offering, including but not limited to,
for example, previously issued convertible promissory notes, previously issued warrants, previously issued options to purchase Common
Stock, or common stock vested or to be issued pursuant to a pre-existing Employee Stock Ownership Plan. |
The
Anti-Dilution Provisions with respect to a Debenture terminate the earlier of (a) the date (if ever) the Company receives an “Approval
to Proceed” from the Mississippi Gaming Commission to develop a casino/hotel on the Property, (b) the date on which the Debenture
is converted in full, (c) the date on which the Debenture is paid in full, or (d) the Final Maturity Date of the Debenture (as defined
in the Debenture).
Since
the issuance of the Debentures, there have been no events that would trigger the above anti-dilution provisions.
When
originally issued, in the event the Company failed to meet the conditions for conversion of the Debentures, the First Tranche Convertible
Debentures, which total $950,000, would have been due on March 31, 2020 and the Second Tranche Convertible Debentures, which total $850,000,
would have been due December 31, 2020. The sole remaining non-convertible Debenture in the amount of $50,000 would have been due March
31, 2020. However, the Company is in default with respect to interest payments due under the Debenture agreements in the amount of $427,081
and as a result, the Debentures payable are reported as current liabilities.
Total
accrued interest due on all outstanding Debentures amounted to $750,719 and $617,733 at December 31, 2023 and 2022, respectively.
Note
7. Short Term Notes and Interest-Bearing Advance
Promissory
Notes
On
June 9, 2017, the Company entered into a Promissory Note with an unrelated lender in exchange for proceeds in the amount of $15,000.
Interest on the note is 12.5% per annum and payable March 1 of each year the note remains outstanding. Payment in full of the Note
was due June 9, 2019. On July 20, 2023, the Noteholder agreed to extend the maturity date of the note to June 9, 2025. Mississippi
Gaming Corporation, a wholly owned subsidiary of the Company, guaranteed the Note. In addition, the President of the Company agreed to
personally guarantee the Note and to personally secure the Note with an assignment of proceeds due to her under the first lien on the
Diamondhead property. The interest payments since March 1, 2018 have been due. In the fourth quarter of 2023, the Company fully repaid
the principal amount of $15,000 and settled the accrued interest due on this obligation, which amounted to $14,165.
Bank
Credit Facility
Wells
Fargo Bank provided an unsecured credit facility of up to $15,000 to the Company. The facility required a variable monthly payment of
amounts borrowed plus interest, which is applied at 11.24% on direct charges and 24.99% on any cash advanced through the facility. At
December 31, 2023 and 2022, a principal balance of $18,004 remained outstanding on the facility. The lending bank has since cancelled
privileges under the facility for non-payment.
Interest
Bearing Advances
In
2016, the Company received cash advances totaling $47,500 from seven lenders which included $22,500 from third parties (see Note 8 for
related party advances). The proceeds from the cash advances were earmarked for the payment of accounting and auditing fees and other
expenses required to file the Company’s Form 10-Q. On August 25, 2016, the Company issued a Note to the foregoing lenders, which
matures four years from the date of issuance and bears interest at 8% per annum, with a full year of interest accruing in any year in
which the advance remains unpaid. Accrued interest due on the above notes amounted to $16,400 and $14,200 at December 31, 2023 and 2022,
respectively.
On
February 2, 2017, the Company borrowed $25,000
from an unrelated third party. The Note carries an annual interest rate of approximately 12.5%
and is past due. The Company is in default and as such, the lender may increase the interest rate due by an amount of up to 3%
per annum in excess of the rate then otherwise applicable. The Company does not have the funds to repay the advance. The President
of the Company has agreed to personally secure the note with an assignment of proceeds due to her under the first lien on the
Property. In November 2023, the company made a payment of $15,000 against the interest accrued. Accrued interest on this obligation
amounted to $6,644
and $18,493
at December 31, 2023 and 2022, respectively.
Of
the amounts discussed above, $65,504 in short-term notes and advances are in default under the original agreed to terms.
Note
8. Current Notes Payable Due Related Parties
In
2016, the Company received cash advances totaling $47,500 from seven lenders which included $25,000 from three Current Directors of the
Company (see Note 7). The proceeds from the cash advances were earmarked for the payment of accounting and auditing fees and other expenses
required to file the Company’s Form 10-Q. On August 25, 2016, the Company issued a Note to the foregoing lenders, which matures
four years from the date of issuance and bears interest at 8% per annum, with a full year of interest accruing in any year in which the
advance remains unpaid. Accrued interest due on the above notes amounted to $16,000 and $14,000 at December 31, 2023 and 2022, respectively.
These amounts are included in current liabilities on the consolidated balance sheets as of December 31, 2023 and 2022. This note is secured
by a second lien on the Diamondhead Property.
In
the third quarter of 2016, the Chairman of the Board of Directors of the Company loaned the Company $90,000. On August 25, 2016, the
Company issued a Note to the Chairman of the Board. The Note bears interest at 14% per annum effective August 1, 2016 and matures four
years from the date of issuance. The proceeds of the loan were used for the payment of Mississippi property taxes and auditing, accounting
and other corporate expenses. Accrued interest due on the above note amounted to $93,482 and $80,882 at December 31, 2023 and 2022, respectively.
In
July 2017, at the request of the Company, the current Chairman of the Board of Directors, who is also a Vice President of the Company
(“the Chairman”), paid all property taxes due, together with all interest due thereon to Hancock County, Mississippi on an
approximate 400-acre tract of land, owned by Mississippi Gaming Corporation, a wholly owned subsidiary of the Company. The total amount
advanced was $67,628.
The
Chairman is one of the secured parties under that Land Deed of Trust recorded on September 26, 2014 in Hancock County, Mississippi, to
secure Tranche I and Tranche II Debentures issued by the Company in 2014. Under paragraph 5 of the Land Deed of Trust, a secured party
who advances sums for taxes due on the Property is secured by the same Land Deed of Trust, but only at that interest rate specified in
the note representing the primary indebtedness, namely 4% per annum.
The
Chairman advanced the $67,628 on condition that: (i) the advance constitute a lien with interest at 4% per annum under that Land Deed
of Trust recorded September 26, 2014; (ii) he be paid additional interest of 11% per annum on the amount advanced and owing and that
the full 11% interest per annum is payable during any calendar year in which all or part of the amount advanced and owing or interest
due thereon remains unpaid; (iii) this additional interest obligation be treated as a separate and secured debt of the Company, to be
evidenced by a separate note and is secured with a separate and third lien to be placed on the Property (hereafter “the Third Lien”);
(iv) the entire obligation will be treated as an advance to be paid out of any subsequent incoming financing obtained by the Company
or any amounts recovered by the Company from a defendant in that collection action brought by the Company in the Circuit Court of Montgomery
County, Maryland; and (v) he be indemnified for any losses sustained on the sale of that common stock sold to cover the payment of real
estate property taxes and any credit card fees associated with payment (“the indemnification”). The Chairman identified the
common stock sold and provided the Company with the documentation required to document the sale of said stock and to calculate the loss,
if any, on said stock. The fair value measurement of the derivative indemnification liability at December 31, 2021 was developed using
Level 1 inputs, which was valued at $0. On February 4, 2022, the Board of Directors entered into an agreement with the Chairman to issue
35,000 shares of common stock of the Company to the Chairman to repurchase the indemnification. See Note 10. On September 30, 2018, Mississippi
Gaming Corporation issued a secured promissory note, due one year from the date of issue, to the Chairman for an amount up to $100,000
to cover the principal and interest due with respect to this note. On August 21, 2018, Mississippi Gaming Corporation placed a third
lien on the Property to secure this obligation for $100,000. Accrued interest on the note amounted to $69,527 and $59,360 at December
31, 2023 and 2022, respectively.
In
March of 2018, the Board of Directors voted to increase up to an additional $200,000 the amount secured by the third lien in favor of
the Chairman of the Board, for amounts advanced by the Chairman on behalf of the Company, on the following terms and conditions, namely,
that (i) the advance constitutes a lien on the Property with interest at 15% per annum; (ii) that the full interest of 15% per annum
is payable during any calendar year in which all or part of the amount advanced is due and owing or interest due thereon remains unpaid;
(iii) that this debt be evidenced by a separate promissory note and is to be included in and secured with a third lien that is to be
placed on the Diamondhead Property to secure previous advances made to the Company (hereafter “the Third Lien”); (iv) that
he be indemnified for any losses sustained on the sale of his common stock in an unrelated publicly-traded company to be sold to cover
this advance based on a sales price of approximately $2.80 per share with a cap on the maximum loss per share to be at a sales price
of $10.00 per share; and (v) that the Chairman’s previous indemnification approved by the Board of Directors on July 24, 2017 with
respect to any loss on the sale of the same stock also be capped at a maximum of $10.00 per share. The Chairman will provide the Company
with the documentation required to document the sale of said stock and to calculate the loss, if any, on said stock. On February 4, 2022,
the Board of Directors entered into an agreement with the Chairman to issue 35,000 shares of common stock of the Company to the Chairman
to repurchase the indemnifications. See Note 11.
On
September 30, 2018, Mississippi Gaming Corporation issued a secured promissory note, due one year from the date of issue to the Chairman,
for an amount up to $200,000 to cover the principal and interest due with respect to this note. On August 21, 2018, Mississippi Gaming
Corporation placed a third lien on the Diamondhead Property to secure this obligation for $200,000.
In
November of 2018, the Board of Directors voted to increase up to an additional $100,000 of advances from the Chairman and in March of
2019, the Board of Directors voted to increase the limit of the advances to $200,000. The terms of this advance are identical to the
terms as approved above in March 2018.
In
July 2020, the Chairman of the Board of the Company paid a total of $67,076 for property taxes due for the year 2019 on the Company’s
400-acre Diamondhead, Mississippi Property plus $1,573 in related fees. The Company placed a fourteenth lien on the Property in July
2021 to secure a promissory note in the amount of $150,000 issued to the Chairman of the Board of the Company to secure the payment of
these taxes and interest due thereon.
In
May 2021, the Chairman of the Board of the Company paid a total of $62,610 for property taxes due for the year 2020 on the Company’s
400-acre Diamondhead, Mississippi Property plus $1,468 in related fees. The Company placed a fifteenth lien on the Property in July 2021
to secure a promissory note in the amount of $100,000 issued to the Chairman of the Board of the Company to secure the payment of these
taxes and interest due thereon.
On
May 30, 2021, the Chairman of the Board of the Company loaned the Company $50,000. The note is non-interest bearing and matures one year
from the date of issuance. The Company placed a sixteenth lien on the Property in July 2021 to secure this non-interest bearing note
which totals $50,000 in principal and calls for the issuance of 100,000 shares of common stock. The note is not convertible. As of the
issuance date of these financial statements, no shares have been issued. The Company recorded a fair value of the stock of $33,500, which
was determined by the fair value of the Company’s common stock at the date of the loan. The fair value of the stock was recorded
as a debt discount, which will be amortized to interest expense over the life of the note. Debt discount was fully amortized during 2022.
On
February 17, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principal amount
of $25,000 together with 50,000 shares of common stock of the Company. The note was issued in connection with the Chairman advancing
funds to pay off accounts payable on behalf of the Company. The note is not convertible. As of the issuance date of these financial statements,
no shares have been issued. The Company recorded a fair value of the stock of $17,500, which was determined by the fair value of the
Company’s common stock at the date of the loan. The fair value of the stock was recorded as a debt discount, which will be amortized
to interest expense over the life of the note. During the year ended December 31, 2023, $17,096 of debt discount was amortized to interest
expense to related parties. On November 1, 2023, as previously agreed, the Company paid the Chairman the $25,000 advanced out of the
proceeds of the eminent domain settlement.
On
July 28, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principal amount
of $75,000 together with 150,000 shares of common stock of the Company. The note was issued in connection with the Chairman advancing
funds to pay off property taxes due for the year 2022 on the Diamondhead, Mississippi Property and fees due to Company’s outside
auditor for review of Form 10Q for the period ending June 30, 2023, on behalf of the Company. The note is not convertible. As of the
issuance date of these financial statements, no shares have been issued. The Company recorded a fair value of the stock of $52,500, which
was determined by the fair value of the Company’s common stock at the date of the loan. The fair value of the stock was recorded
as a debt discount, which will be amortized to interest expense over the life of the note. During the year ended December 31, 2023, $22,644
of debt discount was amortized to interest expense to related parties. On November 1, 2023, as previously agreed, the Company paid the
Chairman the $74,520 advanced out of the proceeds of the eminent domain settlement.
As
of December 31, 2023, the Chairman had advanced a total of $467,953, net of repayment of $16,250, under both the March 2018 and March
2019 arrangements and was owed accrued interest in the amount of $349,415 and $279,754 at December 31, 2023 and 2022, respectively.
On
July 24, 2017, the President of the Company, who is a Director of the Company, agreed to advance the Company up to $20,000 for the payment
of expenses. In March of 2018, the Board of Directors voted to increase to up to $100,000 the amount to be secured by a third lien in
favor of the President of the Company for amounts advanced by the President under this note, on the following terms and conditions, namely,
that (i) she be paid interest of 15% per annum on the amount advanced and owing and that the full 15% interest per annum is payable during
any calendar year in which all or part of the amount advanced and owing or interest due thereon remains unpaid; (ii) the obligation in
the maximum principal amount of $100,000 with interest due thereon be treated as a secured debt of the Company, to be evidenced by a
separate note and to be secured with a separate lien to be placed on the Diamondhead Property (“the Third Lien”) together
with the Chairman’s Third Lien, as well as a first lien to be placed on the residential lot owned by the Company; (iii) that the
Third Lien on the Diamondhead Property also include the two loans ($25,000 and $15,000) and interest due thereon and credit facilities
in the maximum amount of $15,000; and (iv) that the foregoing will be treated as advances to be paid out of any subsequent incoming financing
obtained by the Company or any amounts recovered by the Company from a defendant in that collection action brought by the Company in
the Circuit Court of Montgomery County, Maryland.
As
of December 31, 2023, the President had advanced a total of $5,007, net of repayments of $68,562, under this agreement. The President
previously agreed to secure a $25,000 loan and interest due thereon and to secure and guarantee a $15,000 loan and interest due thereon
due non-related parties discussed above. The President is also personally liable for certain bank-issued credit cards used by the Company
to pay expenses incurred by the Company in the approximate amount of $18,000. On September 30, 2018, Mississippi Gaming Corporation issued
a secured promissory note, due one year from date of issue, to the President for an amount up to $100,000 to cover the principal and
interest due with respect to this note. On August 21, 2018, Mississippi gaming Corporation placed a third lien on the Diamondhead Property
to secure this obligation for $100,000. Accrued interest due on this note amounted to $23,763 and $41,409 at December 31, 2023 and 2022,
respectively.
The
third lien placed on the Diamondhead Property, which secures the above three promissory notes, totals up to $400,000 and is payable to
the Chairman of the Board ($300,000) and President ($100,000) of the Company.
The
principal balance of the notes payable due to the officers and directors discussed above was $669,279, net of debt discount of $33,241
and $720,651, net of debt discount of $0, as of December 31, 2023 and 2022, respectively.
Note
9. Notes Payable Due Others
In
October 2017, the Company entered into a settlement with a holder of $150,000 of convertible notes as described in Note 5 above. As part
of the settlement, the Company agreed to pay legal fees in the amount of $50,000 and issued a four year note at 0% interest to satisfy
this obligation. The note is currently in default.
In
December 2020, the Company entered into three promissory notes with unrelated lenders in exchange for an aggregate principal amount of
$126,250. The Company received proceeds of $100,000, resulting in an original issue discount of $26,250. This original issue discount
was recorded as a debt discount, which will be amortized to interest expense over the life of the notes. The notes are non-interest bearing
and matured in December 2021, one year after the notes’ issuances. These notes are currently in default.
In
January and February 2021, the Company entered into two additional promissory notes with unrelated lenders in exchange for a principal
amount of $25,000 and $31,250, respectively. The Company received total proceeds of $50,000, resulting in an original issue discount
of $6,250. This original issue discount was recorded as a debt discount, which will be amortized to interest expense over the life of
the notes. The notes are non-interest bearing and matured in January and February 2022, respectively, one year after the notes’
issuances. These notes are currently in default.
In
April and May 2021, the Company entered into three additional promissory notes with unrelated lenders in exchange for a principal amount
of $70,000, $25,000 and $25,000, respectively. The Company received total proceeds of $100,000 for the notes, resulting in an original
issue discount of $20,000. This original issue discount was recorded as a debt discount, which will be amortized to interest expense
over the life of the notes. The notes are non-interest bearing and matured in April and May 2022, respectively, one year after the notes’
issuances. These notes are currently in default.
In
July 2021, the Company entered into an additional promissory note with an unrelated lender in exchange for a principal amount of $25,000.
The Company received proceeds of $25,000 for the note. The note is non-interest bearing and matured in July 2022, one year after the
note’s issuance. This note is currently in default.
In
November 2021, the Company entered into an additional promissory note with an unrelated lender in exchange for a principal amount of
$50,000. The Company received proceeds of $50,000. The note is non-interest bearing and matured in November 2022, one year after the
note’s issuance. This note is currently in default.
In
March 2022, unrelated third parties paid a total of $60,436 for property taxes due for the year 2021 on the Company’s Mississippi
Property and loaned the Company an additional $19,564 for a total of $80,000. In return for the $80,000, the Company issued two non-interest
bearing secured promissory notes for $40,000 each, due and payable in one year and, in addition, agreed to issue 80,000 shares of common
stock for each $40,000 loaned, for a total repayment due of $80,000 plus 160,000 shares of common stock. The note is currently in default.
In
April 2022, the Company entered into an additional promissory note with an unrelated lender in exchange for a principal amount of $50,000.
The Company received proceeds of $50,000 for the note. The note is non-interest bearing and matures in April 2023, one year after the
note’s issuance. The note is currently in default.
From
April 2021 to June 2022, thirteen liens were placed on the Property to secure these notes. There is a call for the issuance of a total
of 760,000 shares of common stock in connection with the notes and liens, however, no shares have been issued to date. In December 2020,
the Company recorded a fair value of the stock of $22,050, which was determined by the fair value of the Company’s common stock
at the date of each loan issuance. In 2021, the Company recorded a fair value of the stock pertaining to the 2021 notes of $102,000.
In 2022, the Company recorded a fair value of the stock pertaining to the 2022 notes of $98,000. The fair value of the stock was recorded
as a debt discount, which has been fully amortized to interest expense as of September 30, 2023.
On
July 25, 2023 and August 8, 2023, the Company entered into two additional promissory notes with unrelated lenders in exchange for a principal
amount of $20,000 each. The Company received total proceeds of $40,000 for the notes. These notes are non-interest bearing and mature
in one year after the notes’ issuance. In exchange for the loans, the Company also agreed to issue 40,000 shares of common stock
of the Company to each lender and agreed to pay each lender the principal due on each note out of the proceeds expected to be received
from the settlement of an eminent domain proceeding. The notes are not convertible. As of the issuance date of these financial statements,
no shares have been issued. The Company recorded a fair value of the stock of $27,200, which was determined by the fair value of the
Company’s common stock at the date of the loan. The fair value of the stock was recorded as a debt discount, which will be amortized
to interest expense over the life of the note. During the year ended December 31, 2023, $11,439 of debt discount was amortized to interest
expense to others. On November 1, 2023, as previously agreed, the Company paid the two lenders $20,000 each out of the proceeds of the
eminent domain settlement.
During
the years ended December 31, 2023 and 2022, $36,376 and $141,663 of the debt discount was amortized to interest expense to others. As
of December 31, 2023 and 2022, total notes payable due others, net of unamortized discount, was $541,739 and $532,563, respectively.
Note
10. Long Term Notes and Interest-Bearing Advance
Promissory
Notes
On
June 9, 2017, the Company entered into a Promissory Note with an unrelated lender in exchange for proceeds in the amount of $15,000.
Interest on the note is 12.5% per annum and payable March 1 of each year the note remains outstanding. Payment in full of the Note was
due June 9, 2019. On July 20, 2023, the Noteholder agreed to extend the maturity date of the note to June 9, 2025. Mississippi Gaming
Corporation, a wholly owned subsidiary of the Company, guaranteed the Note. In addition, the President of the Company agreed to personally
guarantee the Note and to personally secure the Note with an assignment of proceeds due to her under the first lien on the Diamondhead
property. The interest payments since March 1, 2018 have not been made. On November 28, 2023, the Company fully repaid $15,000 along
with the accrued interest due on this obligation and no further amount was outstanding.
Note
11. Related Party Transactions
As
of December 31, 2023, the President of the Company is owed deferred salary in the amount of $3,666,996 and the Vice President and the
current Chairman of the Board of Directors of the Company is owed deferred salary in the amount of $121,140. The Board of directors agreed
to pay interest at 9% per annum on the foregoing amounts owed. Interest expense under this agreement amounted to $326,360 and $288,547
during the years ended December 31, 2023 and 2022, respectively. Total interest accrued under this agreement totaled $2,237,878 and $1,781,809
as of December 31, 2023 and 2022, respectively.
The Company has a month-to-month lease with the President and then-Chairman of the Board of Directors of the Company, for office space
owned by the President in Alexandria, Virginia. The lease calls for monthly base rent in the amount of $4,534
and payment of associated costs of insurance, real estate taxes, utilities and other expenses. Rent expense associated with this
lease amounted to base rent in the amount of $54,408
and associated rental costs of $33,689
for a total of $88,097
for the year ended December 31, 2023 and base rent in the amount of $54,408
and associated rental costs of $30,737
for a total of $85,145
for the year ended December 31, 2022. At December 31, 2023 and 2022, amounts owing for base rent and associated rental costs totaled
$602,252
and $568,569,
respectively.
Directors
of the Company are entitled to a director’s fee of $15,000 per year for their services. The Company has been unable to pay directors’
fees to date. A total of $928,750 and $838,750 was due and owing to the Company’s current and former directors as of December 31,
2023 and 2022, respectively. Directors have previously been compensated and may, in the future, be compensated for their services with
cash, common stock, or options to purchase common stock of the Company.
On
February 4, 2022, the Board of Directors entered into an agreement with Mr. Harrison, the Chairman of the Board of Directors, to issue
35,000 shares of common stock of the Company to Mr. Harrison to repurchase the indemnifications the Company had previously agreed to
pay Mr. Harrison for losses, if any, suffered on certain stock he had sold in prior years in an unrelated company to raise funds to pay
property taxes due on the Diamondhead, Mississippi Property and to lend additional funds to the Company. This repurchase eliminates any
risk to the Company arising from the indemnification which could have been material. During the year ended December 31, 2022, the Company recorded stock-based compensation of $11,480 for the fair value
of these shares, which have not yet been issued as of the issuance date of these consolidated financial statements.
On
February 17, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principal amount
of $25,000 together with 50,000 shares of common stock of the Company. The note was issued in connection with the Chairman advancing
funds to pay off accounts payable on behalf of the Company.
On
July 28, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principal amount
of $75,000
together with 150,000
shares of common stock of the Company. The note was issued in connection with the Chairman advancing funds to pay property taxes on
the Diamondhead Property for the year 2022 and to pay fees due to the Company’s outside auditor for review of the Form 10-Q
for the period ending June 30, 2023. In exchange for the $25,000
and $75,000
loans, the Company also agreed to pay the principal due of out of the proceeds expected to be received from the settlement of an
eminent domain proceeding. On November 1, 2023, as previously agreed, the Company paid the Chairman $74,520
advanced out of the proceeds of the eminent domain settlement and remaining balance against note is $480 as of December 31, 2023.
See
Notes 4, 5, 7, 8 and 15 for other related party transactions.
Note
12. Stockholders’ Deficit
At
December 31, 2023 and 2022, the Company had a stock option plan and non-plan options, which are described below.
Non-Plan
Stock Options
On
January 3, 2018, the Board of Directors voted to extend
from March 13, 2018 to December 31, 2020, the
expiration date for a total of 3,115,000
currently outstanding options previously issued
to the Chairman, the President, the Vice President and two former employees of the Company. The Company recorded stock-based compensation
expense of $21,570 for
the year ended December 31, 2018. No share-based awards were issued or amended in 2019. On November 6, 2020, the
Board of Directors voted to extend 2,965,000 of these outstanding options from December 31, 2020 to December 31, 2023. In December 2023,
the Board of Directors voted to extend the expiration date of all options to December 31, 2025. As a result of the modification to the
options, the Company recorded an additional $546,400 in stock based compensation expense for the year ended December 31, 2023. Accordingly,
150,000 of these 3,115,000 options expired at December 31, 2020.
On
November 9, 2020, the Board of Directors voted to award 1,290,000 options to purchase common stock to its six current directors, including
three officers of the Company, at a strike price of $0.46 per share with an expiration date of December 31, 2023, as follows: Martin
Blount: 200,000; Daniel Burstyn: 40,000; Robert Crow: 100,000; Benjamin Harrell: 360,000; Gregory Harrison: 450,000 and Deborah Vitale:
140,000. All options are vested.
Stock
Option Plan
On
December 19, 1988, the Company adopted a stock option plan (the “Plan”) for its officers and management personnel under which
options could be granted to purchase up to 1,000,000 shares of the Company’s common stock. Accordingly, the Company reserved 1,000,000
shares for issuance under the Plan. The exercise price may not be less than 100% of the market value of the shares on the date of the
grant. The options expire within ten years from the date of grant. At December 31, 2023, no options from this plan were issued or exercised.
Summary
of Stock Options
A
summary of the status of the Company’s fixed Plan and non-plan options as of December 31, 2023 and 2022, and changes during the
years ended December 31, 2023 and 2022 is presented below.
Schedule of Fixed Plan and Non-plan Options
|
|
Shares |
|
|
Weighted
Average
Exercise
Price |
|
Outstanding
as of January 1, 2022 |
|
|
4,555,000 |
|
|
$ |
0.41 |
|
Granted |
|
|
- |
|
|
|
- |
|
Exercised |
|
|
- |
|
|
|
- |
|
Expired |
|
|
- |
|
|
|
- |
|
Forfeited |
|
|
- |
|
|
|
- |
|
Outstanding
as of December 31, 2022 |
|
|
4,555,000 |
|
|
$ |
0.41 |
|
Granted |
|
|
- |
|
|
|
- |
|
Exercised |
|
|
- |
|
|
|
- |
|
Forfeited |
|
|
- |
|
|
|
- |
|
Outstanding
as of December 31, 2023 |
|
|
4,555,000 |
|
|
$ |
0.41 |
|
|
|
|
|
|
|
|
|
|
Exercisable
as of December 31, 2022 |
|
|
4,555,000 |
|
|
$ |
0.41 |
|
Exercisable
as of December 31, 2023 |
|
|
4,555,000 |
|
|
$ |
0.41 |
|
The
following tables summarize information about stock options outstanding and exercisable at December 31, 2023 and 2022:
Schedule of Stock Options Outstanding and Exercisable
|
|
|
December
31, 2023 |
|
|
|
|
Options
Outstanding |
|
|
Options
Exercisable |
|
Range
of Exercise Prices |
|
|
Number
Outstanding at 12/31/23 |
|
|
Weighted-Average
Remaining Contractual Life (Yrs.) |
|
|
Weighted
Average Exercise Price |
|
|
Number
Exercisable at 12/31/23 |
|
|
Weighted
Average Exercise Price |
|
$ |
0.19 |
|
|
|
2,000,000 |
|
|
|
2.0 |
|
|
$ |
0.19 |
|
|
|
2,000,000 |
|
|
$ |
0.19 |
|
|
0.30 |
|
|
|
750,000 |
|
|
|
2.0 |
|
|
|
0.30 |
|
|
|
750,000 |
|
|
|
0.30 |
|
|
0.75 |
|
|
|
215,000 |
|
|
|
2.0 |
|
|
|
0.75 |
|
|
|
215,000 |
|
|
|
0.75 |
|
|
1.75 |
|
|
|
300,000 |
|
|
|
2.0 |
|
|
|
1.75 |
|
|
|
300,000 |
|
|
|
1.75 |
|
|
0.46 |
|
|
|
1,290,000 |
|
|
|
2.0 |
|
|
|
0.46 |
|
|
|
1,290,000 |
|
|
|
0.46 |
|
|
|
|
|
|
4,555,000 |
|
|
|
|
|
|
|
|
|
|
|
4,555,000 |
|
|
|
|
|
|
|
|
December
31, 2022 |
|
|
|
|
Options
Outstanding |
|
|
Options
Exercisable |
|
Range
of Exercise Prices |
|
|
Number
Outstanding at 12/31/22 |
|
|
Weighted-Average
Remaining Contractual Life (Yrs.) |
|
|
Weighted
Average Exercise Price |
|
|
Number
Exercisable at 12/31/22 |
|
|
Weighted
Average Exercise Price |
|
$ |
0.19 |
|
|
|
2,000,000 |
|
|
|
2.0 |
|
|
$ |
0.19 |
|
|
|
2,000,000 |
|
|
$ |
0.19 |
|
|
0.30 |
|
|
|
750,000 |
|
|
|
2.0 |
|
|
|
0.30 |
|
|
|
750,000 |
|
|
|
0.30 |
|
|
0.75 |
|
|
|
215,000 |
|
|
|
2.0 |
|
|
|
0.75 |
|
|
|
215,000 |
|
|
|
0.75 |
|
|
1.75 |
|
|
|
300,000 |
|
|
|
2.0 |
|
|
|
1.75 |
|
|
|
300,000 |
|
|
|
1.75 |
|
|
0.46 |
|
|
|
1,290,000 |
|
|
|
2.0 |
|
|
|
0.46 |
|
|
|
1,290,000 |
|
|
|
0.46 |
|
|
|
|
|
|
4,555,000 |
|
|
|
|
|
|
|
|
|
|
|
4,555,000 |
|
|
|
|
|
Preferred
Stock
Series
S Preferred Stock
The
Company has 926,000 shares outstanding of $.01 par value Series S Voting, Non-Convertible Preferred Stock which was issued to Austroinvest
International, Inc. The Company is required to pay quarterly cumulative dividends of three percent per annum on these shares.
These
shares may be redeemed at the option of the Company at $1.08 per share plus $.0108 per share for each quarter that such shares are outstanding
for a total of $2.18 per share at December 31, 2023. The shares also have a $1.08 per share preference in involuntary liquidation of
the Company. At December 31, 2023 and 2022, outstanding Series S preferred stock totaled 926,000 shares. Cumulative dividends in arrears
at December 31, 2023 and 2022 amounted to and $375,000 and $345,000, respectively.
Series
S-NR Preferred Stock
The
Company has 900,000 shares outstanding of its $.01 par value Series S-NR Voting, Non-Convertible, Non-Redeemable, Preferred Stock, which
was issued to Serco International Limited. The Company is required to pay quarterly, non-cumulative dividends of three percent per annum
on these shares. Upon involuntary liquidation of the Company, the liquidation preference of each share is $1.11. At December 31, 2023
and 2022, outstanding Series S-NR preferred stock totaled 900,000 shares. Non-cumulative dividends in arrears at December 31, 2023 and
2022 amounted to $375,000 and $345,000, respectively.
Series
S-PIK Preferred Stock
The
Company has one million units outs, each unit consisting of one share of the Company’s $.001 par value common stock and two shares
of the Company’s Series S-PIK Junior, cumulative, convertible, non-redeemable, non-voting $.01 par value preferred stock. Each
share of Series S-PIK preferred stock is convertible into one share of the Company’s common voting stock at any time after February
15, 1995. No shares were converted during 2023 or 2022. The Series S-PIK preferred stock ranks junior to the Series S and Series S-NR
preferred shares as to the distribution of assets upon liquidation, dissolution, or winding up of the Company. Upon liquidation of the
Company, the S-PIK preferred stock will have a liquidation preference of $2.00 per share. A cumulative quarterly dividend of $0.04 per
share is payable on Series S-PIK preferred stock. At December 31, 2023 and 2022, outstanding Series S-PIK preferred stock totaled 260,000
shares. Cumulative dividends in arrears at December 31, 2023 and 2022 amounted to $520,000 and $478,400, respectively.
Payment
of Preferred Dividends
The
Company did not pay any dividends due on its preferred stock in 2023 or 2022. However, payment of all cumulative and non-cumulative preferred
stock dividends, outstanding at any time, is required before the Company can issue any dividends on its common stock.
Note
13. Employee Stock Ownership Plan
The
Company’s employee stock ownership plan (ESOP) is intended to be a qualified retirement plan and an employee stock ownership plan.
All employees having one year of service are eligible to participate in the ESOP. The ESOP is funded by two 8% promissory notes issued
by the Company. The shares of common stock are pledged to the Company as security for the loans. The promissory notes are payable from
the proceeds of annual contributions made by the Company to the ESOP. In the event that the Company elects not to make a Plan contribution
in any given year, the corresponding shares applicable to that year are released from the Trust to the Company in consideration of that
years’ note payment. In January 2001, the Plan and accompanying promissory notes were amended to conform to the Company’s
current employment structure, by extending the note repayment terms through 2044.
Assuming
a Plan contribution is made, shares are allocated to the participants’ accounts in relation to repayments of the loans from the
Company. At December 31, 2023, there were a total of 1,670,465 shares with a fair market value of $350,464.
In
2011, the Company decided to temporarily suspend contributions to the Plan. Therefore, the Trust was unable to make its annual loan payment
to the company and a loan default occurred. In accordance with the Pledge Agreement between the Company and the Trust, the shares attached
to the loan payments subsequent to the 2010 contribution reverted back to the Company as treasury shares. In 2023 and 2022, 79,545 shares,
with a market value of $16,704 and $30,227, respectively, reverted back to the Company as treasury shares.
Note
14. Income Taxes
At
December 31, 2023, the Company had net operating loss carryforwards for income taxes of approximately $5.6
million, which expire
during various periods through 2041. Realization
of deferred income taxes as of December 31, 2023 and 2022 is not considered likely. Therefore, by applying a federal
statutory rate of 21% to the carryforward amounts,
a valuation allowance of approximately $1.3
and $1.7
million, has been established for each year for
the entire amount of deferred tax assets relative to the net operating loss at December 31, 2023 and 2022, respectively, resulting in
an effective tax rate of 0%
and no deferred tax asset recognition. The valuation allowance decreased by approximately $416,000 in 2023 and $215,000
in 2022. The net operating losses before 2017
will expire during various periods through 2037. The net operating losses after 2017 can be carried forward indefinitely but can offset
only 80%
of the income in the tax year.
Note
15. Commitments and Contingencies
Liens
As
of December 31, 2023, the Company had placed twenty-one liens on the Company’s Diamondhead, Mississippi Property (“the Property”).
No additional liens have been filed as of the filing of this report. The liens were as follows:
In
September of 2014, a first lien was placed on the Property pursuant to a Private Placement dated February 14, 2014, as amended, to secure
certain obligations of the Company. The first lien is composed of an (i) Executives Lien and (ii) an Investors’ Lien. The liens
are in pari passu.
On
March 31, 2014, the Company issued $1 million of First Tranche Collateralized Convertible Senior Debentures. On December 31, 2014, the
Company issued $850,000 of Second Tranche Collateralized Convertible Senior Debentures. On September 26, 2014, a first lien was placed
on the Diamondhead Property in favor of the Investors to secure the principle due in the amount of $1,850,000 and interest due thereon
(the “Investors Lien”). The Investors Lien is in pari passu with a first lien placed on the Property in favor of the
President of the Company, the Vice President of the Company, and certain directors of the Company for past due wages, compensation, and
expenses owed to them in the maximum aggregate amount of $2,000,000 (the “Executives Lien”). The CEO will serve as Lien Agent
for the Executives Lien.
On
December 16, 2016, the Company filed a second lien on the Property in the maximum amount of $250,000 to secure certain notes payable,
including notes to related parties, totaling $137,500 in principle and accrued interest incurred.
On
August 21, 2018, the Company filed a third lien on the Property in the maximum amount of $400,000 to secure notes issued to the Chairman
of the Board and President of the Company arising in the third quarter of 2017 and during 2018, as more fully described in Note 8.
On
January 26, 2021, the Company filed a fourth lien on the Property in the amount of $2,000,000 to secure a non-interest-bearing note payable
in the amount of $2,000,000 issued to secure amounts owed to the President of the Company for accrued, but unpaid, salary, rent and other
expenses.
On
February 17, 2021, the Company filed a fifth lien in the amount of $658,750 on the Property to secure a non-interest-bearing note payable
in the amount of $658,750, issued to secure amounts owed to nine directors, including the Company’s six current directors.
In
April 2021, the Company filed six liens on the Property to secure six non-interest-bearing notes payable to be issued to six lenders
bringing total liens on the Property to eleven. The six notes issued total $252,500 in principle and call for the issuance of 250,000
shares of common stock. The notes are not convertible. As of the issuance date of these financial statements, no shares have been issued.
In
June 2021, the Company filed a twelfth and thirteenth on the Property to secure two non-interest bearing notes issued in May of 2021
which total $50,000 in principle and call for the issuance of a total of 100,000 shares of common stock. The notes are not convertible.
As of the issuance date of these financial statements, no shares have been issued.
In
July 2021, the Company filed a fourteenth lien on the Property to secure a promissory note in the amount of $150,000 issued to the Chairman
of the Board to secure the payment of taxes and interest that were paid by the Chairman in July 2020.
In
July 2021, the Company filed a fifteenth lien on the Property to secure a promissory note in the amount of $100,000 issued to the Chairman
of the Board to secure the payment of taxes and interest that were paid by the Chairman in May 2021.
In
July 2021, the Company filed a sixteenth lien on the Property to secure a non-interest bearing note issued to the Chairman of the Board
in May 2021 which totals $50,000 in principle and calls for the issuance of 100,000 shares of common stock. The note is not convertible.
As of the issuance date of these condensed consolidated financial statements, no shares have been issued.
In
July 2021, the Company filed a seventeenth lien on the Property to secure a non-interest bearing note issued to a lender, which totals
$25,000 in principle and calls for the issuance of 50,000 shares of common stock. The note is not convertible. As of the issuance date
of these financial statements, no shares have been issued.
In
November 2021, the Company filed an eighteenth lien on the Property to secure a non-interest bearing note issued in November 2021 which
totals $50,000 in principle and calls for the issuance of 100,000 shares of common stock. The note is not convertible. As of the issuance
date of these condensed consolidated financial statements, no shares have been issued.
In
March 2022, the Company filed a nineteenth and twentieth lien on the Property to secure two non-interest bearing notes issued in March
of 2022 which total $80,000 in principle and call for the issuance of a total of 160,000 shares of common stock. The notes are not convertible.
As of the issuance date of these condensed consolidated financial statements, no shares have been issued.
In
May 2022, the Company filed a twenty-first lien on the Property to secure a non-interest bearing note issued in April of 2022 which totals
$50,000 in principle and calls for the issuance of a total of 100,000 shares of common stock. The note is not convertible. As of the
issuance date of these condensed consolidated financial statements, no shares have been issued.
Other
The
Company is currently delinquent in filing those documents and forms required to be filed in connection with its Employee Stock Ownership
Plan (“ESOP”) for the year ended December 31, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016 and 2015. The Company did not
have the funds to pay professionals to prepare, audit and file these documents and forms when due. Although these required filings normally
do not result in any tax due to an agency of the government, the Company could be subject to significant penalties for failure to file
these forms when due. Penalties are assessed by the Department of Labor on a per diem basis from the original due dates for the required
informational filings until the filings are actually made. The Company has accrued $578,775 and $429,750 on the current delinquent filings
as of December 31, 2023 and 2022, respectively. The Company intends to bring its ESOP-required filings current and when current, will
attempt to enroll in a voluntary compliance program with the Department of Labor with respect to any penalties or fines incurred. However,
there can be no assurance the Company will be able to enroll in any such program or obtain a reduction of the fines and penalties that
may be due.
The
Company and its subsidiaries file their federal tax return on a consolidated basis. The Company has not filed its consolidated federal
tax returns for the years ended December 31, 2023, 2022, 2021, 2020, 2019, 2018, 2017 and 2016.
The
Company believes no tax will be due with these federal returns. The Company has not filed its annual reports together with its franchise
tax due with the state of Delaware for 2023, 2022, 2020, 2019 and 2018. Mississippi Gaming Corporation, a wholly owned subsidiary of
the Company, has not filed its annual reports, together with its franchise tax due, with the state of Delaware for 2023, 2022, 2021,
2020, 2019 and 2018. Casino World, Inc., a wholly owned subsidiary of the Company, has not filed its annual reports, together with its
franchise tax due, with the state of Delaware for 2023, 2022, 2021, 2020, 2019, 2018, 2017 and 2016. Mississippi Gaming Corporation has
not filed its corporate income and franchise tax returns, together with the tax due, with the state of Mississippi for 2023, 2022, 2021,
2020, 2019, or 2018. Casino World, Inc. has not filed its corporate income and franchise tax returns, together with the tax due, with
the state of Mississippi for 2023, 2022, 2021, 2020, 2019, 2018, 2017 and 2016. As of December 31, 2023, the accrued franchise taxes
for Delaware and Mississippi totaled $17,400.
The
Company has made provision for the expected taxes due on these state filings in their consolidated financial statements for the years
ending December 31, 2023 and 2022.
Management
Agreement
On
June 19, 1993, two subsidiaries of the Company, Casino World Inc. and Mississippi Gaming Corporation, entered into a Management Agreement
with Casinos Austria Maritime Corporation (CAMC). Subject to certain conditions, under the Management Agreement, CAMC would operate,
on an exclusive basis, all of the Company’s proposed dockside gaming casinos in the State of Mississippi, including any operation
fifty percent (50%) or more of which is owned by the Company or its affiliates.
Unless
terminated earlier pursuant to the provisions of the Agreement, the Agreement terminates five years from the first day of actual Mississippi
gaming operations and provides for the payment of an annual operational term management fee of 1.2% of all gross gaming revenues between
zero and $100,000,000; plus 0.75% of gross gaming revenue between $100,000,000 and $140,000,000; plus 0.5% of gross gaming revenue above
$140,000,000; plus two percent of the net gaming revenue between zero and $25,000,000; plus three percent of the net gaming revenue above
twenty-five million dollars $25,000,000. The Company believes this Agreement is no longer in effect. However, there can be no assurance
that CAMC will not attempt to maintain otherwise which would lead to litigation.
Letter
of Intent with an Unrelated Third Party
On
March 31, 2023, the Company entered into a Letter of Intent with an unrelated third party. The Agreement provided for purchases of Common
Stock of Diamondhead Casino Corporation and purchases of Common Stock of its wholly-owned subsidiary, Mississippi Gaming Corporation.
As of the issuance date of these financial statements, no payment has been made by the third party investor, no transactions pursuant
to the Letter of Intent have occurred and no shares of common stock have been issued. The Company does not expect the Agreement to be
honored.
Note
15. Pending and Threatened Litigation
CASE
SETTLED
Cooperative
Energy, a Mississippi Electric Cooperative v. Mississippi Gaming Corporation (In the Special Court of Eminent Domain, Hancock County,
Mississippi (Case No. CC20-0221)
Cooperative
Energy, a Mississippi Electric Cooperative v. Mississippi Gaming Corporation, et al (all lienholders of the Diamondhead Property. (In
the Special Court of Eminent Domain, Hancock County, Mississippi (Case No. CC23-0153)
Since
1994, American Telephone and Telegraph Company (“AT&T”) has had an exclusive right of way easement along the northern
portion of Mississippi Gaming Corporation’s (“MGC”) Diamondhead, Mississippi Property (“the Property”)
to construct, operate, maintain, inspect, alter, replace and remove communications systems which they may require from time to time.
Cooperative Energy, a Mississippi Electric Cooperative, also sought and has now obtained a permanent easement along the northern portion
of the Property on which to construct, maintain and operate electric transmission lines together with an access road. On or about November
19, 2020, Cooperative Energy filed a Complaint with the Special Court of Eminent Domain, Hancock County, Mississippi seeking an Order
authorizing the Cooperative to enter onto the Property for the purpose of examinations and surveys. The matters sought in the Complaint
were quickly resolved by agreement of the parties. The Company’s understanding and MGC’s understanding was that the case
would be dismissed, but the case was not dismissed. On or about May 24, 2023, Cooperative Energy filed a Complaint for Eminent Domain
in the Special Court of Eminent Domain, Hancock County, Mississippi in which it named MGC and all persons and entities holding liens
on the Diamondhead, Mississippi Property as defendants.
On
or about February 19, 2023, the parties entered into an Indemnification Agreement to fully indemnify MGC and Diamondhead Casino Corporation
and each of their respective directors, officers, employees, agents, attorneys, and affiliates, and hold each of them harmless and defend
each of them against any and all claims, losses, damages, expenses and/or liabilities to which an Indemnified Party might become liable
arising out of or relating to any activities conducted on or about the Property by Cooperative Energy and/or its respective directors,
officers, employees, agents, attorneys, affiliates and/or representatives and/or any unrelated third parties, contractors and/or subcontractors
performing any activities on the Property at the request of or for the benefit of Cooperative Energy.
On
September 1, 2023, Cooperative Energy filed a Motion to Approve Settlement, an Amended Statement of Values and a Notice of Hearing for
September 11, 2023. Cooperative Energy served all interested parties, including all persons or entities holding liens on the Diamondhead
Property, as defendants in the case. On September 26, 2023, the Court entered an Order Granting Plaintiff Right of Immediate Title and
Possession. On October 17, 2023, the Court entered an Order Approving Settlement in the amount of $1,000,000
and entered an Order Approving Disbursement of
Funds to MGC. On October 20, 2023, MGC received $845,378
as part of the settlement amount. The parties
are working on the wording of the two easements: a Cooperative Energy Right-Of-Way Easement and an Access Road Easement. Once the easements
are finalized ans signed, Cooperative Energy will pay MGC the remaining amount due of approximately $155,000,
The
two easements are perpetual. The Right-Of-Way Easement is to construct, maintain, operate, add, and/or remove electric transmission
lines, distribution lines, towers, wires, poles, appliances, equipment, anchors, frame structures, guys, counter-poise wire or other
counter-poise conductors, and appurtenances thereto, all of which are collectively referred to as “Power Lines,” upon,
over, under and across the land which is the subject of the easement. The Access Road Easement is for ingress and egress for use in
the clearing, construction, maintenance and operation of transmission line facilities. Once MGC signs the easements, Cooperative
Energy will pay the remainder of the settlement due MGC.
Cooperative
Energy has informed MGC that it has obtained an agreement from AT&T concerning AT&T’s pre-existing exclusive right of way
easement so that the Company will not be in breach of its agreement with AT&T.
Edson
R. Arneault, Kathleen Devlin and James Devlin, J. Steven Emerson, Emerson Partners, J. Steven Emerson Roth IRA, Steven Rothstein, and
Barry Stark and Irene Stark v. Diamondhead Casino Corporation (In the United States District Court for the District of Delaware (C.A.
No. 1:16-cv-00989-LPS)
On
October 25, 2016, Edson R. Arneault, Kathleen Devlin and James Devlin, J. Steven Emerson, Emerson Partners, J. Steven Emerson Roth IRA,
Steven Rothstein, and Barry Stark and Irene Stark filed a Complaint against the Company in the United States District Court for the District
of Delaware for monies due and owing pursuant to certain Collateralized Convertible Senior Debentures issued on March 31, 2014 and December
31, 2014. A companion case was filed in the Superior Court of the State of Delaware by John Hawley, as servicing agent for Argonaut 2000
Partners, L.P. (John Hawley, as servicing agent for Argonaut 2000 Partners, L.P. v. Diamondhead Casino Corporation (Superior Court of
the State of Delaware)(Case No. N19C-02-239 RRC) The eight plaintiffs in the two cases were seeking a total of $1.5 million in principle
due, plus interest from January 1, 2015, together with costs and fees. On or about December 12, 2019, the parties entered into a Settlement
Agreement and on January 13, 2020, the parties filed a Stipulation of Voluntary Dismissal with Prejudice in the case. The case was dismissed
with the Court maintaining continuing jurisdiction over the Settlement Agreement.
In
or about December 2022, the parties entered into an Amendment to Settlement Agreement. The Amendment provides, in pertinent part, as
follows: that on or before March 31, 2023, the Plaintiffs would be paid the principal due under their debentures of $1.5
million, plus interest of four percent (4%)
per annum on the principal due from January 1, 2015 through December 31, 2019, plus interest of six percent (6%)
per annum on the principal due from January 1, 2020 through March 31, 2022, plus interest of eight percent (8%)
per annum on the principle due from April 1, 2022 through the date of payment. In addition the Company agreed to pay legal costs and
fees of $175,000
plus 50,000
shares of common stock. In the event payment was not made on or before March 31, 2023, a judgment would be entered in the case. Post
judgment interest shall only apply to the $1.5
million principle due. Payment was not made on or before March 31, 2023. On July 5, 2023, the Plaintiffs filed a Motion to Reopen
the Action, Vacate Dismissal, and Enter Judgment on Consent. The Company did not object to the Motion. On September 20, 2023, the
Court entered an Order Granting Plaintiffs’ Motion to Reopen this Action, Vacate Dismissal, and Compel Enforcement of the
Settlement Agreement and entered the Consent Judgment previously agreed to by the Company. The Company has accrued legal fees of $195,000 and $16,500 for accrued liability for stock and accrued additional
interest of $112,500 for the years ended December 31, 2022 and 2023 respectively.