SCHEDULE 14A INFORMATION
INFORMATION REQUIRED IN PROXY STATEMENT
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                          EUROPA CRUISES
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DIAMONDHEAD CASINO CORPORATION
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                          EUROPA CRUISES
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TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DIAMONDHEAD CASINO CORPORATION
I. ELECTION OF DIRECTORS
BENEFICIAL OWNERSHIP CHART
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
SUMMARY COMPENSATION TABLE
SUMMARY OF OUTSANDING EQUITY AWARDS AT FISCAL YEAR END
CERTAIN TRANSACTIONS
II. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
III. OTHER MATTERS
STOCKHOLDER PROPOSALS
DIAMONDHEAD CASINO CORPORATION
                              150 - 153rd Avenue
1301 Seminole Boulevard, Suite 200
                            Madeira Beach, FL 33708
                               ________________

                   142
Largo, Florida 33770
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 6, 2000
                               ________________

1, 2007
TO THE STOCKHOLDERS OF EUROPA CRUISESDIAMONDHEAD CASINO CORPORATION:
NOTICE IS HEREBY GIVEN that the annual meetingAnnual Meeting of stockholdersStockholders (the "Meeting"“Meeting”) of Europa CruisesDiamondhead Casino Corporation, a Delaware Corporation (the "Company"“Company”), will be held on Friday,Monday, October 6, 20001, 2007, at Beau Rivage, 875 Beach
Boulevard, Biloxi, Mississippi 39530the Hilton Hotel, 1767 King Street, Alexandria, Virginia 22314, at 10:11:00 a.m., local time, for the following purposes:

     (1)  To elect five directors to hold office until the next annual meeting
          of stockholders and until their successors have been duly elected and
          qualified.

     (2)  To transact such other business as may properly come before the
          Meeting and any adjournments thereof.

     
(1)To elect six Directors to hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified.
(2)To ratify the appointment of Friedman LLP as the Company’s independent registered public accounting firm.
(3)To transact such other business as may properly come before the Meeting and any adjournment or postponements thereof.
The Board of Directors has fixed the close of business on August 21, 200015, 2007 as the record dateRecord Date for the determination of stockholders entitled to notice of and to vote at the Meeting or any adjournments thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE YOUR PROXY AND MAIL IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AND VOTE YOUR SHARES PERSONALLY.

     IN PERSON.
The annual report to stockholders of Europa CruisesDiamondhead Casino Corporation for the year ended December 31, 19992006 is enclosed. A complete list of stockholders entitled to vote at the Meeting shall be open to the examination of any stockholder, for any purpose germane to the Meeting, during ordinary business hours at least ten days prior to the Meeting at the principal place whereof business of the Meeting is
to be held.corporation at 1301 Seminole Boulevard, Suite 142, Largo, Florida 33770. The list shall also be produced and kept at the time and place of the Meeting during the whole time thereof and may be inspected by any stockholder who is present.
By Order of the Board of Directors
Deborah A. Vitale, Chairman of the Board,
August 17, 2007President, Chief Executive Officer, and Treasurer
DIAMONDHEAD CASINO CORPORATION
PROXY STATEMENT
This Proxy Statement is furnished with the solicitation of the Board of Directors


                              Deborah A. Vitale
                              Chairman of the Board,
September 6, 2000             President, Chief Executive Officer, Secretary
                                 and Treasurer


                           EUROPA CRUISES CORPORATION
                                ________________

                                PROXY STATEMENT
                                ________________

     The enclosed proxy is solicited byproxies on behalf the Board of Directors (the "Board"“Board”) of Europa CruisesDiamondhead Casino Corporation (the “Company”), a Delaware corporation, (the "Company"), for useto be voted at the annual meetingAnnual Meeting of stockholders, and any adjournments thereof (the
"Meeting"),Stockholders to be held on Friday,Monday, October 6, 20001, 2007, at Beau Rivage, 875 Beach
Boulevard, Biloxi, Mississippi 39530the Hilton Hotel, 1767 King Street, Alexandria, Virginia 22314 at 10:11:00 a.m., local time, for the purposes
set forthand at any adjournments or postponements thereof.
All expenses incurred in the foregoing Notice of Annual Meeting of Stockholders (the
"Notice").

     All costs ofconnection with this solicitation of proxies will be borne by the Company. In
addition to solicitationsSolicitations may be undertaken by mail, the Company'stelephone, electronic means and personal contact by directors, officers, and regular employees of the Company without additional remuneration, may solicit proxies by
telephone, telegraph, and personal interviews. Brokers, custodians, and
fiduciaries will be required to forward proxy soliciting material to the owners
of stock held in their names.compensation. The Company will reimburse banksbrokers, fiduciaries and brokerscustodians for their reasonable out-of-pocket expensescosts incurred in connection with the
distributionforwarding proxy materials to beneficial owners of proxy materials.

     Common Stock held in their names.
Stockholders executing proxies may revoke them at any time prior to useexercise by written notice to the Secretary of the Company, by subsequently executing another proxy, or by attending the Meeting and voting in person. With respect to the election of Directors to hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified, stockholders may vote in favor of all nominees or withhold their vote as to all nominees. With respect to any other proposal to be voted upon, stockholders may vote in favor of the proposal, may vote against the proposal, or may abstain from voting. Stockholders should specify their choices on the enclosed form of proxy. A proxy when executed and not revoked will be voted and, if it contains any specifications, it will be voted in accordance therewith. If no choice is specified, stock covered by the proxy will be voted in favorfor the election to the Board of Directors of each of the Board's nominees of the Board; for electionthe proposal to ratify the appointment of directorsFriedman LLP as the Company’s independent registered public accounting firm; and, in the discretion of the proxy holder, upon such other matters as may properly come before the Meeting orand any adjournments or postponements thereof.
This proxy statement,Proxy Statement, the accompanying proxy, and the Company's annual
reportCompany’s Annual Report to stockholders for the year ended December 31, 19992006 (the "Annual
Report"“Annual Report”), were first sent or given to stockholders on or about September 6,
2000.  August 17, 2007.COPIES OF THE ANNUAL REPORT ON FORM 10-KSB, NOT INCLUDING EXHIBITS, WILL BE FURNISHED WITHOUT CHARGE TO ANY STOCKHOLDER UPON WRITTEN REQUEST TO THE COMPANY AT ITS EXECUTIVE OFFICES:  EUROPA CRUISESOFFICE: DIAMONDHEAD CASINO CORPORATION, ATTENTION: INVESTOR RELATIONS, 150 - 153RD AVENUE,1301 SEMINOLE BOULEVARD, SUITE 200, MADEIRA BEACH,142, LARGO, FLORIDA 33708.33770. EXHIBITS TO THE ANNUAL REPORT ON FORM 10-KSB MAY BE FURNISHED TO STOCKHOLDERS UPON THE PAYMENT OF AN AMOUNT EQUAL TO THE REASONABLE EXPENSES INCURRED IN FURNISHING SUCH EXHIBITS.  EHIBITS.
A complete list of stockholders entitled to vote at the Meeting shall be open to the examination of any stockholder, for any purpose germane to the Meeting, during ordinary business hours, at least ten days prior to the Meeting at the principal place whereof business of the Meeting is to be held.corporation at 1301 Seminole Boulevard, Suite 142, Largo, Florida 33770. The list shall also be produced and kept at the time and place of the Meeting during the whole time thereof and may be inspected by any stockholder who is present.

                                      -1-


                              BENEFICIAL OWNERSHIP

     
1
At the close of business on August 21, 2000,15, 2007, the record dateRecord Date for determining the stockholders entitled to vote at the Annual Meeting, there were issued and outstanding and entitled to vote a total of 32,414,81536,412,746 shares of the Company'sCompany’s common stock, par value $.001 per share (the "Common Stock"“Common Stock”), 926,000 shares of the Company'scompany’s series "S"“S” preferred stock (the "S“S Preferred Stock"Stock”) and 900,000 shares of the Company'sCompany’s series "S-NR"“S-NR” preferred stock (the "S-NR“S-NR Preferred Stock"Stock”). The S Preferred Stock and the S-NR Preferred Stock are collectively referred to herein as the "Preferred Stock."“Preferred Stock”. The Common Stock and Preferred Stock (collectively referred to as the "Voting Stock"“Voting Stock”) vote as a single class, and each share of Votingvoting Stock is entitled to one vote per share. A majority of the shares of Voting Stock represented at the Meeting, either in person or by proxy, and entitled to vote at the Meeting,thereat, shall constitute a quorum for purposes of the Meeting. Votes cast by proxy or in person at the Meeting will be tabulated by the judge of elections appointed for the Meeting.

     The following table sets forth, to the Company's knowledge, as of August
21, 2000, based on filings with the Securities and Exchange Commission, the
beneficial ownership of the outstanding Voting Stock held by (i) each person or
entity beneficially owing more than 5% of the shares of Voting Stock, (ii) each
director, nominee, and certain executive officers, individually, and (iii) all
directors and executive officers as a group.



                                                                                                                     Percent
Name and Address                                  Number of Shares of Voting Stock Owned(1)   Percent of Class      Voting(1)
- ----------------                                  -----------------------------------------   ----------------      ---------

Five Percent Holders:

    Serco International Limited (2)                       1,130,334    Common                          3.49%            8.63%
    P.O. Box 15, A-9010                                     900,000    S-NR Preferred                100.00%
    Klagenfurt, Austria                                     926,000    S Preferred                   100.00%

    Austroinvest International Limited (2)                1,130,334    Common                          3.49%            8.63%
    P.O. Box 15, A-9010                                     900,000    S-NR Preferred                100.00%
    Klagenfurt, Austria                                     926,000    S Preferred                   100.00%

    Gaming Invest Corporation (2)                         1,130,334    Common                          3.49%            8.63%
    P.O. Box 15, A-9010                                     900,000    S-NR Preferred                100.00%
    Klagenfurt, Austria                                     926,000    S Preferred                   100.00%

    Ernst G. Walter (2)                                   1,130,334    Common                          3.49%            8.63%
    14700 Gulf Blvd., Apt. 401                              900,000    S-NR Preferred                100.00%
    Madeira Beach, FL 33078                                 926,000    S Preferred                   100.00%

    Europa Cruises Corporation (3)                        3,750,000    Common                         11.57%           10.95%
    Employee Stock Ownership Plan
    Trust Agreement
    150 - 153rd Avenue
    Madeira Beach, Florida 33708



                                      -2-


Directors and Named Executive Officers:

    Deborah A. Vitale, Esquire (3)(4)(5)               5,353,500    Common          16.52%        15.63%
    Chairman, President, CEO,
    Secretary and Treasurer;
    Chairman, President,
    Secretary and Treasurer of
    Casino World, Inc. and
    Mississippi Gaming Corp. (6)
    1013 Princess Street
    Alexandria, VA 22314

    John R. Duber (3)(7)                               3,987,560    Common          12.30%        11.65%
    Director, Vice-President
    and Assistant Secretary
    20018 Westover Avenue
    Rocky River, Ohio 44116

    Gregory A. Harrison (8)                              780,000    Common           2.41%         2.28%
    Director
    16209 Kimberly Grove
    Gaithersburg, MD 20878

    Paul DeMattia (9)                                    139,000    Common           0.43%         0.41%
    Director
    6366 Eastland Road
    Brookpark, OH 44142

    James Illius (10)                                  2,522,051    Common           7.78%         7.37%
    Director
    3791 Frances Drive
    Rocky River, Ohio 44116

All Directors and Officers as a Group:                 9,152,111    Common          28.23%        26.73%



__________
(1)  Common Stock and Preferred Stock amounts have been combined for the purpose
     of calculating percentages.  Unless otherwise stated in the notes below,
     all references to options are to options exercisable currently and within
     60 days of August 21, 2000.

(2)  Serco International Limited, Austroinvest International Limited and Gaming
     Invest Corporation are affiliated entities.  The Company understands that
     Dr. Ernst Walter is the sole director of each company.  The total
     beneficial ownership of securities of the Company by the three corporations
     and Dr. Walter includes: 900,000 shares of Series S-NR Preferred Stock and
     980,334 shares of Common Stock owned by Serco International Limited;
     926,000 shares of S Preferred Stock owned by Austroinvest International
     Limited; and 150,000 shares of Common Stock owned by Gaming Invest
     Corporation.

(3)  The Europa Cruises Corporation Employee Stock Ownership Plan, Trust
     Agreement ("ESOP") was established on August 18, 1994.  The Trustees of the
     ESOP are Deborah A. Vitale, President, CEO, and Chairman of the Board, and
     John R. Duber, Vice-President and a Director (the "Trustees").   As of
     December 31, 1999, 1,250,000 ESOP shares had been released and 1,000,000
     ESOP Shares had been allocated to participants in the ESOP.  The
     participants in the ESOP are entitled to direct the Trustees as to the
     manner in which the ESOP Stock allocated to their respective accounts are
     voted, and the Trustees vote the unallocated ESOP Stock.  The Trustees are
     required to vote the unallocated ESOP Stock in the best interests of ESOP
     beneficiaries.

                                      -3-


(4)  Includes 53,500 directly owned shares of Common Stock; 3,750,000 shares of
     unallocated ESOP Stock voted as a Trustee of the ESOP; options to purchase
     1,550,000 shares of Common Stock as follows: 750,000 shares of Common Stock
     immediately exercisable at $1.00 per share, which expire on April 3, 2003
     and which were awarded conditioned on continued service, as set forth in
     note 5, below; and 800,000 shares of Common Stock immediately exercisable
     at $0.75 per share, which expire on April 18, 2001.

(5)  The options are contingent on the Director remaining a Director for six
     months from the date of his or her appointment (unless removed by a vote of
     the stockholders or a failure to be nominated to the next Board or unless
     unable to serve due to death or by reason of physical or mental
     incapacity).

(6)  Casino World, Inc. and Mississippi Gaming Corporation are wholly owned
     subsidiaries of the Company.

(7)  Includes 137,560 directly owned shares of Common Stock; 3,750,000 shares of
     unallocated ESOP Stock voted as a Trustee of the ESOP; and options to
     purchase 100,000 shares of Common Stock immediately exercisable at $1.00
     per share and which expire on March 24, 2003, 50,000 of which were awarded
     conditioned on continued service, as set forth in note 5.

(8)  Includes 730,000 directly owned shares of Common Stock; and options to
     purchase 50,000 shares of Common Stock immediately exercisable at $1.00 per
     share, which expire on March 24, 2003 and which were awarded conditioned on
     continued service, as set forth in note 5, above.

(9)  Includes 89,000 directly owned shares of Common Stock; and options to
     purchase 50,000 shares of Common Stock immediately exercisable at $1.00 per
     share, which expire on March 24, 2003 and which were awarded conditioned on
     continued service, as set forth in note 5, above.

(10) Includes 2,452,651 directly owned shares of Common Stock; 17,400 shares of
     Common Stock owned by Mr. Illius' wife, 16,000 shares of Common Stock owned
     by Mr. Illius' son; 16,000 shares of Common Stock owned by Mr. Illius'
     daughter; and 20,000 shares owned by Builders Loft, Inc. Pension Plan of
     which Mr. Illius is the Fund Manager.
I. ELECTION OF DIRECTORS
The Board consists of fivesix directors whose terms continue until the next annual meeting of stockholders or until his or her successor is duly elected and qualified. The Board has nominated the following fivesix persons for election at the Meeting. Unless otherwise indicated in this proxy statement, the business address of each nominee is the executive officesoffice of the Company. Certain information concerning the nominees is set forth below.
Each nominee is, at present, available for election, but if any nominee should become unavailable, the persons voting the accompanying proxy may, at their direction, vote for a substitute. The election of -4-
each director requires the vote of holders of a plurality of the outstanding Voting Stock, counted as a single class, present and voting at the Meeting.THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE NOMINEES LISTED BELOW.

Name                        Age                       Title
- ----                        ---                       -----

NameAgeTitle
Deborah A. Vitale57Chairman of the Board, President, Chief Executive Officer, and Treasurer
Gregory A. Harrison63Director, Vice-President, Secretary
Frank E. Williams, Jr.72Director
Benjamin J. Harrell54Director
Carl D. Stevens60Director
H. Steve Norton73Director
2
BENEFICIAL OWNERSHIP CHART
The following table sets forth, to the Company’s knowledge, as of July 20, 2007, based on filings with the Securities and Exchange Commission, the beneficial ownership of the outstanding Voting Stock held by (i) each person or entity beneficially owning more than 5% of the shares of any class of Voting Stock, (ii) each director, nominee, and certain executive officers, individually, and (iii) all directors and executive officers as a group.
               
  Amount &      
  Nature of      
Name and Address of Beneficial Title of % %
Beneficial Owner Ownership Class of Class Voting (1)
Europa Cruises Corporation
Employee Stock Ownership Plan Trust (2)
1301 Seminole Boulevard, Suite 142
Largo, Florida 33770		  3,022,770  Common  7.60%  7.27%
               
Deborah A. Vitale (2) (3)
Chairman, President, CEO, and Treasurer
Chairman, President, and Treasurer of
Casino World, Inc. and Mississippi Gaming Corp.
1013 Princess Street
Alexandria, Virginia 22314		  5,580,944  Common  14.04%  13.42%
               
Gregory Harrison (4)
Director, Secretary, and Vice President
16209 Kimberly Grove
Gaithersburg, Maryland 20878		  1,444,948  Common  3.64%  3.48%
               
Benjamin J. Harrell (5)
Director
237 N. Peters Street, Fourth Floor
New Orleans, Louisiana 70130		  650,000  Common  1.64%  1.56%
               
Frank E. Williams, Jr. (6)
Director
2789b Hartland Road
Falls Church, Virginia 22043		  447,150  Common  1.12%  1.08%
               
Carl D. Stevens (7)
Director
1753 Highway 42 South
Forsyth, Georgia 31029		  602,324  Common  1.52%  1.45%
               
H. Steven Norton (8)
Director
700 Rozier Street
Alton, Illinois 62002		  250,000  Common  .63%  .60%
               
Serco International Limited (9)
P.O. Box 15, A-9010
Klagenfurt, Austria		  1,251,833
900,000
926,000		  Common
S-NR Preferred
S- Preferred		  3.15
100.00
100.00		%
%
%		  7.40%
3
               
  Amount &      
  Nature of      
Name and Address of Beneficial Title of % %
Beneficial Owner Ownership Class of Class Voting (1)
Austroinvest International Limited (9)  
P.O. Box 15, A-9010
Klagenfurt, Austria		  1,251,833
900,000
926,000		  Common
S-NR Preferred
S- Preferred		  3.15
100.00
100.00		%
%
%		  7.40%
 
Ernst G. Walter (9)
14700 Gulf Blvd., Apt.401
Madeira Beach, Florida 33708		  1,251,833
900,000
926,000		  Common
S-NR Preferred
S- Preferred		  3.15
100.00
100.00		%
%
%		  7.40%
 
All Directors and Executive Officers as a Group
( 6 persons)		  9,033,002     22.73%  21.73%
NOTES TO BENEFICIAL OWNERSHIP CHART:
(1)Common Stock, Series S-NR Preferred Stock and Series S Preferred Stock have been combined for the purpose of calculating voting percentages. Unless otherwise noted below, all references to options are to currently exercisable options or options exercisable with 60 days of August 15, 2007.
(2)The Europa Cruises Corporation Employee Stock Ownership Plan (“ESOP”) was established on August 18, 1994. The Trustee of the ESOP is Deborah A. Vitale, President, CEO, and Chairman of the Board. As of December 31, 2006, 1,977,270 ESOP shares had been released and allocated to participants in the ESOP. The participants in the ESOP are entitled to direct the Trustee as to the manner in which the Company’s allocated shares are voted. The remaining 3,022,730 unallocated shares are voted by the Trustee. The Trustee is required to vote the unallocated ESOP shares in the best interests of the ESOP beneficiaries.
(3)Includes 3,022,730 unallocated common shares of the ESOP Trust; 767,000 shares of Common Stock owned directly by Ms. Vitale; options to purchase 1,450,000 shares of Common Stock; and 341,214 shares of Common Stock, which represent shares of stock held in Ms. Vitale’s fully vested ESOP participant account.
(4)Includes 807,951 shares of Common Stock owned directly by Mr. Harrison; 70,000 shares of Common Stock owned by the Harry and Marie Harrison Trust of which Mr. Harrison is a Co-Trustee; options to purchase 425,000 shares of Common Stock; and 141,997 shares of Common Stock held in Mr. Harrison’s partially vested ESOP participant account
(5)Includes 400,000 shares of Common Stock owned directly by Mr. Harrell and options to purchase 250,000 shares of Common Stock.
(6)Includes 143,500 shares of Common Stock owned directly by Mr. Williams; 53,650 shares of Common Stock owned by the Williams Family Limited Partnership of which Mr. Williams is President of the General Partner, the Williams Family Corporation; and options to purchase 250,000 shares of Common Stock.
(7)Includes 502,324 shares of Common Stock owned directly by Mr. Stevens and options to purchase 100,000 shares of Common Stock.
4
(8)Includes 75,000 shares of Common Stock owned directly by Mr. Norton and options to purchase 175,000 shares of Common Stock.
(9)Serco International Limited (f/k/a Serco International Financial Advisory Services, Ltd.) and Austroinvest International Limited are affiliated entities. The Company understands that Dr. Ernst Walter is the sole director of each company. The total beneficial ownership of securities of the Company held by the foregoing and Dr. Walter includes: 1,251,831 shares of Common Stock owned by Serco International Limited; 900,000 shares of Series S-NR Preferred Stock owned by Serco International Limited; and 926,000 shares of Series S Preferred Stock owned by Austroinvest International Limited.
(10)Casino World, Inc. and Mississippi Gaming Corporation are wholly-owned subsidiaries of the Company.
NOMINEES
DEBORAH A. Vitale            50VITALEhas served as President, Chief Executive Officer and Treasurer of the Company since February 1998 and has served as Chairman of the Board President, Chief
                                     Executive Officer, Secretary and Treasurer

John R. Duber                44      Director, Vice-President, Assistant
                                     Secretary and Director of Investor
                                     Relations

Gregory A. Harrison          56      Director

Paul J. DeMattia             40      Director

James Illius                 50      Director


DIRECTORS

DEBORAH A. VITALE, was elected Chairman of the Board inCompany since March 19951995. As President and CEO, Ms. Vitale was appointedresponsible for all phases of the day-to-day operations of four casino ships sailing out of three Florida ports into international waters and for the management and supervision of hundreds of both ship-based and land-based employees. Ms. Vitale served as Secretary of the Company infrom November 1994.1994 until July 2002. She has been a Director of the Company since December 1992. On February 14, 1997, Ms. Vitale was appointed Chairman of the Board of Directors of Casino World, Inc. and Chairman of the Board of Directors of Mississippi Gaming Corporation, each a subsidiary of the Company. On September 2, 1997, Ms. Vitale was appointed President of Casino World, Inc. and Mississippi Gaming Corporation. On February 20, 1998, Ms.
Vitale was appointed President and Chief Executive Officer of Europa Cruises
Corporation.  Ms. Vitale is a trial attorney by background, with over twenty years of experience handling complex civil litigation. Ms. Vitale is licensed to practice law in Maryland, Virginia and Washington, D.C.  Ms. Vitale was a
partner in the firm of Miller & Vitale, P.C. from November 1990 to September
1992.  From 1986 to 1990, Ms. Vitale was Of Counsel to the firm of Jacobi &
Miller in Alexandria, Virginia.  Ms. Vitale has, in the past, served as a staff
attorney at the Federal Communications Commission and had served as Listing
Official for the Environmental Protection Agency.

JOHN R. DUBER, was named as a Director of the Company on February 18, 1998.
Since January, 1998, Mr. Duber has been employed by the Company as its Director
of Investor Relations.  Mr. Duber was elected Vice-President and Assistant
Secretary of the Company in February 1998.  Since 1992, Mr. Duber has worked as
a consultant in the trucking industry.  Mr. Duber received his Bachelor of
Science Degree from John Carroll University in 1977.


GREGORY A. HARRISON, Ph.D., P.E.P.E., was named aselected a Director of the Company on February 20, 1998. Dr. Harrison was appointed Vice-President of the Company on July 18, 2002 and was appointed Secretary of the Company on July 25, 2002. Dr. Harrison is a consulting forensic engineer with thirty-
fiveforty years of diversified fire protection/safety/project engineering experience with NASA, DOD, NBS, NRC, ARAMCO, and Tenera, L.P. Effective August 27, 2004, Dr. Harrison became a Professional Engineer licensed to practice in the state of Mississippi. Dr. Harrison has qualified as an expert witness in various courts in ten states. Dr. Harrison is a partner of Master Jin Kim of Champion Martial Arts, Inc., in the development of an internet martial arts school. Dr. Harrison received a B.S. degree in Fire Protection Engineering from the University of Maryland in 1966;1966, an M.S. degree in Civil Engineering from the University of Maryland in 1970, an M.S. degree in Engineering Administration from George -5-
Washington University in 1979 and a Ph.D. in Safety Engineering from Kennedy-
WesternKennedy-Western University in 1994. Dr. Harrison has held a top secret security clearance with the U.S. Department of Energy.Energy, the U.S. Nuclear Regulatory Commission, and the Department of Defense. Dr. Harrison has served on the Board of Directors of Data Measurement Corporation and First Patriot National Bank and
was an Advisory Board member of United Bank and First Patriot National Bank.

PAUL J. DEMATTIA, 
FRANK E. WILLIAMS, JR.was named aselected a Director of the Company on February 20, 1998.July 3, 2002. Since 1969, Mr. DeMattia attended the West Side Institute of Technology from 1979 to 1983.
Mr. DeMattia is the founder of DeMattia Cartage, Incorporated, andWilliams has served as PresidentChairman of the Board of Williams Enterprises of Georgia, Inc., a holding company controlling six subsidiaries active in various facets of the steel industry. Since 1995, Mr.
5
Williams has also served as Chairman, CEO, and a fifty percent owner of Bosworth Steel Erectors, Inc. of Dallas, Texas, an erector of steel products in the southwestern United States and as Chairman and a major shareholder of Wilfab, Inc., a structural steel fabricator located in Cherokee County, Georgia. Mr. Williams is the Managing Partner and principal owner of Structural Concrete Products, LLC of Richmond, Virginia, a manufacturer of pre-stressed concrete building systems for customers in the mid-Atlantic region and of Industrial Alloy Fabricators, LLC of Richmond, Virginia, a fabricator of alloy plate products for the energy and chemical industries. Mr. Williams founded Williams Industries, Inc., a public company (OTCBB: WMSI), which owns five subsidiaries active in the steel industry including Williams Bridge Company, one of the largest fabricators of steel plate for bridge structures in the mid-Atlantic region. He served as Chairman of the Board of Williams Industries, Inc. through 1994 and currently is a Director of that company, which owns and operates various trucks and trailers
for specialized delivery service, since 1983.Company. Mr. DeMattiaWilliams is the recipientcurrently Chairman of the W.W. Grainger,Board of Directors of Kaiser Group Holdings, Inc. Outstanding Quality Carrier Service Award for 1992-1993.

JAMES ILLIUS, , a public company (NYSE: KGH). Mr. Williams is a former Chairman and a current Director of Capital Bank, N.A. Mr. Williams has been appointed by bankruptcy courts as an official representative serving in a pro bono capacity on behalf of investors and debt holders in public companies in bankruptcy. Mr. Williams holds a Bachelor of Civil Engineering degree from the Georgia Institute of Technology.
BENJAMIN J. HARRELLwas named aselected a Director of the Company on May 20,July 18, 2002. Mr. Harrell was the founder and served as President and CEO of Pete Fountain Productions, Inc. from 1979 until it was acquired in 1999 by Production Group International, Inc. (“PGI”), a global event communications company, and subsequently acquired from “PGI” by TBA Global Events, LLC in 2005. Mr. Harrell currently manages the acquiring company’s business in the New Orleans area. Mr. Harrell also currently serves as Vice President of Pete Fountain Entertainment, LLC, which until March 2003, operated one of the largest jazz clubs in New Orleans. Since 1975, Mr. Harrell has served as personal manager for the internationally noted jazz artist, Pete Fountain. Mr. Harrell handles all aspects of Mr. Fountain’s career, including promotion, concerts, personal appearances and commercial endorsements. From 1985 through 2003, Mr. Harrell served as President of Cresent Sound & Light, Inc, a professional sound, lighting, video and staging company for the convention and entertainment industry. Mr. Harrell served as a Director of the New Orleans Metropolitan Convention and Visitors Bureau from 1997 through 1999. On January 15, 2004, Mr. Illius has beenHarrell was elected to the Board of Directors of Mississippi Gaming Corporation, a shareholderwholly-owned subsidiary of the Company.
H. STEVEN NORTONwas elected a Director of the Company sinceon August 6, 2002. Since 1998, Mr. Norton has served as President and CEO of Norton Management, Inc., a consulting company in Alton, Illinois and Las Vegas, Nevada. Mr. Norton also currently serves as a Director of Centaur, Inc., a privately held company which owns a casino in Central City, Colorado and owns Hossier Park, an Indiana race track, located in Anderson, Indiana. Mr. Norton is also a Director of Colorado Casino Resorts, Inc. in Cripple Creek, Colorado and North East Resorts, Inc., a privately held company pursuing gaming in the state of Massachusetts. Mr. Norton is also a major creditor and has provided consulting services to Onnam Entertainment, Inc., a privately held Las Vegas based company, with contracts to develop and operate Native American casinos in various U.S. locations. Prior to Hurricane Katrina, Onnam received permission from the Mississippi Gaming Commission to develop a casino site in Biloxi, Mississippi. The casino, if constructed, would compete with any casino resort subsequently developed by the Company.
From 1993 to 1998, Mr. Norton served as President and Chief Operating Officer of Argosy Gaming Corporation, a public company and operator of riverboat casinos. Mr. Norton also previously served as President and Chief Operating Officer of the Sands Hotel & Casino in Las Vegas, Nevada; as President and Chief Executive Officer of the Gold River Gambling Hall & Resort in Laughlin, Nevada; as
6
Executive Vice-President of Resorts International, Inc. and Resorts International Casino Hotel in Atlantic City, New Jersey; and as Vice-President, Treasurer and Comptroller of Paradise Island, Ltd/Paradise Island Casino.
Mr. Norton has also previously served as a founder and a Director of the American Gaming Association; as a founder, a Director and Vice-Chairman of the New Jersey Casino Association; as Chairman of the Indiana Gaming Association; as a Director and Vice-President of the Missouri Gaming Association; as a Director of the Illinois River Boat Association and as Chairman of the Casino Commission of the American Hotel Association. Mr. Norton has also served on the Board of Directors and Executive Committee of the American Hotel Association; as Chairman of the Board and President of the New Jersey Hotel Motel Association; as Director and Vice-President of the Bahamas Hotel Association; as Chairman of the Bahamas Hotel Employers Association; as Director and Treasurer of the Bahamas Employers Confederation; as a Board Member of the Nevada Hotel Motel Association; as Chairman of the Atlantic City Convention & Visitors Bureau; as Chairman of the Nassau Paradise Island Promotion Board; and as a member of the Advisory Board of the Governors Office of Travel and Tourism in New Jersey.
CARL D. STEVENSwas elected a Director of the Company on January 10, 2006. Mr. Stevens spent 26 years with the IBM Corporation in various sales and management positions, including Branch Manager, Atlanta, Georgia. Mr. Stevens was responsible for the southeast United States and served as Program Director for Public Sector Sales for the United States. In 1997, Mr. Stevens became President and CEO of ITC Corporation which was headquartered in Herndon, Virginia. ITC, a NASDAQ listed company, was a publisher and distributor of multimedia training materials with worldwide sales. In 1999, Mr. Stevens was named Division President of InfoCast Corporation Inc., which was headquartered in Toronto, Canada. Mr. Stevens headed the Company’s efforts in the e-Learning and Virtual Contact Center divisions. In June of 19942001, Mr. Stevens was named CEO and President of Cogient Corporation, a medical software development and services provider headquartered in Toronto, Canada. Mr. Stevens resigned as CEO of Cogient Corporation in January of 2005 to return to the U.S. to actively manage his investments. Mr. Stevens attended Indiana University where he majored in business administration. Mr. Stevens is the
largest holder of Common Stocka veteran of the Company.  Mr. Illius is the founder and
president of Builders Loft, Inc., a wholesale building supplier, which employs
eleven people and has sales of approximately five million dollars annually.  Mr.
Illius has been involved in the building and construction industry for
approximately thirty years.  Mr. Illius is a stock market investor and manages
Builders Loft, Inc.'s pension fund.  Mr. Illius also invests in and develops
real estate.  Mr. Illius is a lifelong resident of the Cleveland, Ohio area.

United States Air Force.
KEY PERSONNEL

PERSONELL
ROBERT ZIMMERMANwas appointed Chief Financial Officer of the Company on July 27, 1998. From May of 1994 until joining Europa,the Company, Mr. Zimmerman served as Controller for the North and Central American operations of Casinos Austria International, Ltd. From 1980 through 1993, Mr. Zimmerman served as Vice-Vice President of Finance for the Industrial Controls subsidiary of Emerson Electric Company.Company (NYSE: EMR). Prior to 1980, Mr. Zimmerman was employed with the public accounting firm of Fiddler and Co. for seven years.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held thirteen (13)twelve meetings during the year ended December 31,
1999.  Each Director2006 and all directors attended at least 75% of the total number of Board meetings
during the period for which he or she was a Director.meetings. The Board didhas determined that Frank E. Williams, Jr., Carl D. Stevens, Benjamin J. Harrell, and H. Steven Norton are independent Directors as defined under the general independence standards of the NASD’s listing standards.
The Board of Directors has formed both a standing Audit Committee and a Compensation Committee. The Board has not haveformed a compensationNominating Committee.
7
THE AUDIT COMMITTEE
The Audit Committee is composed of three Directors: Frank E. Williams, Jr. (Chairman), Benjamin J. Harrell, and Gregory A. Harrison (ex-officio member). Both Mr. Williams and Mr. Harrell meet the independence standards as defined by Rule 4200(a)(15) of the NASD listing standards. Mr. Harrison, who serves only in an ex-officio capacity, by virtue of his status as a compensated Officer of the Company, is not independent. The Board of Directors has also determined that Frank E. Williams, Jr. is an Audit Committee Financial expert as that term is defined in the rules issued pursuant to the Sarbanes-Oxley Act of 2002.
The Audit Committee has no written charter and convenes at the regularly scheduled meetings of the Board of Directors. Management of the Company has primary responsibility for the financial statements and reporting process, including systems of internal control. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee has reviewed and discussed the audited financial statements with management; has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards (SAS) No. 61, as may be modified or nominating committee duringsupplemented; has reviewed the written disclosures and the letter from Friedman LLP, the independent registered public accounting firm, required by Independence Standards Board Standards Board Standard No. 1, as may be modified or supplemented; has discussed with the firm their independence; and based on the foregoing review and discussions, has recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-KSB for the year ended December 31, 1999.
2006, for filing with the Securities and Exchange Commission.
Frank E. Williams, Jr. (Chairman)Benjamin J. HarrellGregory A. Harrison
THE COMPENSATION COMMITTEE
The Board formed an audit committee on February 20, 1998, consistingCompensation Committee is composed of Paul
DeMattiathree Directors: Benjamin J. Harrell (Chairman), Carl D. Stevens, and Gregory A. Harrison both(ex-officio member). Both Mr. Harrell and Mr. Stevens have been determined to be independent Directors by the Board of whom are outside Directors based on the general independence standards adopted by the Board. Mr. Harrison, who serves only in an ex-officio capacity, by virtue of his status as a compensated Officer of the Company, is not independent.
The Committee has no written charter and convenes at regularly scheduled meetings of the Board of Directors. The Committee discharges the Board’s responsibility related to compensation of Officers and employees of the Company. In addition, the Committee recommends to the Board, awards of options to purchase shares of Company common stock.
8
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of Diamondhead Casino Corporation recommended to the Board of Directors of the Company that Deborah A. Vitale receive a bonus and John R. Duber, bothincreased salary in recognition of whom are Directorsher significant and Officers ofmaterial contributions to the Company. The audit committee,bonus was for $450,000 to reflect Ms. Vitale’s significant contributions to the Company arising from her negotiation and settlement of significant tax liabilities with the Florida Department of Revenue arising from two separate tax audits of the Company’s former operating subsidiaries. As a result of Ms. Vitale’s efforts, the Company ultimately paid approximately $917,000 of a $7.4 million assessment with the Florida Department of Revenue and ultimately paid $1.6 million in settlement of a second tax assessment of approximately $3.2 million. As a result of Ms. Vitale’s efforts, the State of Florida did not foreclose on the Company’s assets, the Company was not forced into bankruptcy, and the Company was able to remain in operation so as to sell its vessels and leases, pay its lenders, including First Union National Bank of Florida in full, and avoid the loss of its Mississippi property which conveneswas pledged as collateral for its bank loans. The bonus was also awarded in recognition of Ms. Vitale’s efforts in settling various EEOC related complaints and lawsuits as well as settlement of certain Department of Labor matters.
The Compensation Committee also recommended that Ms. Vitale’s salary be increased from $125,000 per annum, where it has been since she became President in February of 1998, to $300,000 per annum. The pay increase was recommended to reflect her myriad corporate roles and responsibilities more accurately and to fairly compensate her based upon industry peer review. The Compensation Committee also noted that Ms. Vitale manages the company’s business without the benefit of administrative staff normally associated with the management of a publicly-traded company at each meetingsignificant savings to the Company.
Benjamin J. Harrell (Chairman)Carl D. StevensGregory A. Harrison
NO NOMINATING COMMITTEE
The Board of Directors has not formed a Nominating Committee, however, the Board acts as a group in considering nominations. The Board considers and reviews, from time to time, the appropriate size and composition of the Board has
authorityand anticipates future vacancies and needs of the Board. In evaluating possible nominees, the Board considers, among other things, the background, experience, education and knowledge of a candidate, his familiarity with respectthe gaming industry and related industries, his experience with publicly-traded entities, and his integrity and judgment. The Board considers the potential contribution a candidate will bring to the financial auditbackgrounds, experience, and reporting functionsskills of the existing Board of Directors. The Board also considers a candidate’s ability to devote sufficient time and effort to his duties as a Director. After evaluation and review of candidates who meet the Board’s criteria, the Board considers its then-current needs and selects the nominees that best suit those needs.
The Board will consider candidates recommended by stockholders, provided the names of such nominees, accompanied by relevant biographical information, are properly submitted in writing to the Secretary of the Company includingin accordance with the reviewmanner described in Section III below: “Stockholder Proposals.” The nominees will be submitted to the Board of internal accounting proceduresDirectors and receive the review
and oversightsame consideration as those nominees identified by members of the Company's independent accountants.

                                      -6-
Board of Directors.
9
CODE OF ETHICS
The Company adopted a Code of Ethics in 2004 that applies to the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the Code was attached as an exhibit to the 2004 Annual Report. A copy of the Code of Ethics will be made available to any shareholder, free of charge, upon written request to the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The information listed below is based on aCompany’s Directors and Officers are required, pursuant to Section 16(a) of the Securities and Exchange Act of 1934, to file statements of beneficial ownership and changes in beneficial ownership of common stock of the Company with the Securities and Exchange Commission and to furnish copies of such statements to the Company. Based solely upon its review of reportsForms 3, 4 and other
information5 and any amendments thereto furnished to the Company pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, all purchases and sales of stock and all required forms were filed timely by its directorsreporting persons during 2006 except as follows:
Carl D. Stevens was elected as a Director of the Company on January 10, 2006 and officers
(collectively, the "Reporting Persons").

     Mr. Zimmerman was granted an option to purchase 50,000 shares of Common
Stock in July 1998, which should have been reported onfiled a Form 53 by February 14,
1999.

     Ms. Vitale failed toJanuary 20, 2006, but did not file a Form 5 by February 14, 2000, which should have
includedthat form until January 27, 2006.
On April 25, 2006, Frank E. Williams, Jr. reported one transaction reflecting the transactions described below.  Ms. Vitale heldCompany’s award of an option to purchase 100,000 shares of Common Stockcommon stock on April 13, 2006, which expired August 31, 1999.  Ms.
Vitale made a loan toshould have been reported by April 17, 2006. On May 25, 2006, Mr. Williams reported one transaction for the Company insale of 4,000 shares of common stock on May 22, 2006, which should have been reported by May 24, 2006. On June 12, 2006, Mr. Williams reported one transaction for the sale of 1,500 shares of common stock on June 7, 2006, which should have been reported by June 9, 2006. On October 1998 in3, 2006, Mr. Williams reported one transaction for the aggregate amountsale of $284,211.  As7,625 shares of November 1998, $216,300 was outstanding.  The Company repaid
Ms. Vitale for her loan in January, February and March 2000.  The Company's
repayment of the loan in January, February and March 2000 is treated as an
indirect sale.

     The Reporting Persons will file the above reports in the next few weeks.
To the Company's knowledge, during the year ended December 31, 1999, all other
Reporting Persons complied with all applicable Section 16(a) filing
requirements.

                            common stock on September 28, 2006, which should have been reported by October 2, 2006.
EXECUTIVE COMPENSATION
The following table provides information concerning the compensation of certainnamed executive officers of the Company and its wholly owned subsidiaries,
Casino World, Inc. and Mississippi Gaming Corporation.wholly-owned subsidiaries. No other person serving as an executive officer of the Company on December 31, 1999,2006, received cash compensation in excess of $100,000 during any of the last threetwo fiscal years.

                                      -7-

SUMMARY COMPENSATION TABLE
                                     
                          Nonqualified    
                      Non Equity Deferred All  
                      Incentive Compensa- Other  
Name and             Stock Option Plan tion Compen-  
Occupation Year Salary Bonus Awards Awards (2) Compensation Earnings sation Total
Deborah A. Vitale  2006  $300,000  $450,000  None $190,515  None None  (3) $940,515 
President  2005  $133,654(1) None None $437,171  None None  (3) $570,825 

                              Annual Compensation                                         Long Term Compensation
                              -------------------                                         ----------------------

                                                                                    Awards                       Payouts
                                                                                    ------                       -------

                                                                                          Securities
                                                                                          Underlying
                                                          Other Annual     Restricted      Options/           LTIP      All Other
Name
(1)In 2005, Ms. Vitale received $125,000 of her annual salary and Principal                  Salary   Bonus        Compensationthe remainder was paid to her in 2006.
10
(2)On February 10, 2005, Ms. Vitale was awarded an option to purchase 75,000 shares of common stock exercisable at $.80 per share. On October 24, 2005, an option to purchase 450,000 shares of common stock, exercisable at $.50 per share, expired. On October 27, 2005, Ms. Vitale was awarded an option to purchase 450,000 shares of common stock exercisable at $1.25 per share. On April 13, 2006, Ms. Vitale was awarded an option to purchase 100,000 shares of common stock exercisable at $2.70 per share. Reference is hereby made to Note 3, “Summary of Significant Accounting Policies — Stock Awards       SARs            Payouts   Compensation
    Occupation              Year      ($Based Compensation” in the attached 2006 Financial Statements, for a determination of the variables used in computing the value of option awards.
(3)The Europa Cruises Corporation Employee Stock Ownership Plan (“the Plan”) ($)              ($)            ($)             ($)              ($)         ($)
    ----------              ----      ---     ----             ---            ---             ---              ---         ---

Deborah Vitale (1)          1999  $125,000     None              None            None            None           None           None
President and CEO           1998  $125,000  $50,000              None            None         750,000           None           None
                            1997  $ 84,135     None              None            None            None           None           None

Lester E. Bullock (2)       1999      None     None              None            None            None           None           None
Former President and CEO    1998  $ 40,865  $25,000           $75,000(5)         None            None           None     Car Rentalis a defined contribution pension plan funded with common stock of the Company 1997  $125,000     None              None            None            None           None     Car Rental
of which Ms. Vitale is a participant. As of December 31, 2005, Ms. Vitale was fully vested in 314,700 shares of common stock allocated to her account in the Plan. As of December 31, 2006, Ms. Vitale was fully vested in 341,214 shares of common stock allocated to her account in the Plan.


________________
(1)  Ms. Vitale has served as President and Chief Executive Officer
The following table provides a summary of the Company since February 20, 1998.  On April 3, 1998, Ms. Vitale was granted
     options to purchase 750,000 sharesoutstanding equity awards at December 31, 2006 for the named executive officer.
SUMMARY OF OUTSANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards
                     
          Equity    
          Incentive    
          Plan    
          Awards    
  Number of Number of Number of    
  Securities Securities Securities    
  Underlying Underlying Underlying    
  Unexercised Unexercised Unexpired Option Option
  Options Options Unexercised Exercise Expiration
Name Exercisable Unexercisable Options Price Date
Deborah A. Vitale  750,000  None None $.30   3/11/08 
   75,000  None None  .75   7/23/08 
   75,000  None None  .80   2/10/10 
   450,000  None None  1.25   10/27/10 
   100,000  None None  2.70   4/13/11 
Stock Awards
Equity
EquityIncentive
IncentivePlan Awards
Plan AwardsMarket or
Number ofPayout Value
Number ofMarket Value ofUnearnedof Unearned
Shares or UnitsShares or UnitsShares, Units orShares, Units or
Of Stock ThatOf Stock ThatOther Rights ThatOther Rights That
Have NotHave NotHave NotHave Not
NameVestedVestedVestedVested
Deborah A. VitaleNoneNoneNoneNone
11
DIRECTORS’ COMPENSATION
The current members of Common Stock immediately exercisable
     at $1.00 per share, which expire on April 3, 2003 and which were grantedthe Board of Directors are not paid fees for their services rendered as a Director and President of Europa and its
     subsidiaries.

(2)  On July 18, 1994, Mr. Bullock became President of the Company.  Mr.
     Bullock's monthly vehicle lease payment, including tax, was $783.10 in 1997
     and 1998.  On February 20, 1998, Mr. Bullock was removed as President and
     Chief Executive Officer of the Company and resigned as a Director.  On
     March 6, 1998 Mr. Bullock was terminated as an employee of the Company.  On
     March 3, 1998, the Company entered into an agreement with Mr. Bullock to
     cancel his options to purchase 500,000 shares of Common Stock for $75,000
     or $0.15 per share.

                             DIRECTORS COMPENSATION

     In September 1997, the Company ceased paying cash compensation to its non-
employee Directors.  The Company has from time to time compensated its non-
employee Directors by granting options to them.  During the year ended December
31, 1999, there were no options granted to Directors. Directors are reimbursed for certain approved expenses incurred in connection with Company business and for certain approved expenses incurred in connection with attendance at non-
telephonicnon-telephonic Board meetings and non-telephonic committee meetings. -8-


                                    OPTIONS

     During the year ended December 31, 1999, no options were grantedDirectors are, from time to any
officers or directors.

     During the year ended December 31, 1999, Deborah Vitale hadtime, awarded non-qualified options to purchase 1,550,000common stock of the Company. The table below summarizes compensation of Directors for 2006, exclusive of the named executive officer, whose compensation has been summarized in the tables above.
                             
                  Nonqualified    
  Fees Earned     (1) (2) Non-Equity Deferred    
  Or Paid in Stock Option Incentive Plan Compensation All Other  
Name Cash Awards Awards Compensation Earnings Compensation Total
Gregory A. Harrison None None $190,515  None None None $190,515 
Frank E. Williams, Jr. None None $190,515  None None None $190,515 
Benjamin J. Harrell $2,500  None $190,515  None None None $193,015 
H. Steven Norton None None $190,515  None None None $190,515��
Carl D. Stevens None None $190,515  None None None $190,515 
(1)On April 13, 2006, each Director was awarded an option to purchase 100,000 shares of common stock at an exercise price of $2.70 per share. The option is immediately exercisable and expires five years from the date of grant.
(2)Reference is hereby made to Note 3, “Summary of Significant Accounting Policies – Stock Based Compensation” in the attached 2006 Financial Statements, for a determination of the variables used in computing the value of option awards.
CERTAIN TRANSACTIONS
On August 18, 1994, the Company established the Europa Cruises Corporation Employee Stock Ownership Plan (the “ESOP”). The ESOP, which is a qualified retirement plan under the provisions of Section 401(a) of the Internal Revenue Code and an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Internal Revenue Code, was established primarily to invest in stock of the Company. All employees as of December 31, 1994, and subsequent new employees having completed 1,000 hours of service, are eligible to participate in the ESOP. 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. Deborah A. Vitale, CEO, President and Treasurer of the Company, is the sole Trustee of the Trust. As of December 31, 2006, 1,977,270 shares of Common Stock as follows: 750,000had been released and allocated to participants in the ESOP. Unallocated shares are voted by the Trustee. The Trustee is required to vote the unallocated ESOP shares in the best interests of the ESOP beneficiaries.
On August 21, 1994, the Company loaned $4,275,000 to the ESOP in exchange for a ten-year promissory note bearing interest at eight percent per annum. On August 24, 1994, the ESOP purchased 2,880,000 shares of the Company’s Common Stock with the proceeds of the loan. On August 25, 1994 the Company loaned an additional $3,180,000 to the ESOP in exchange for a ten year promissory note bearing interest at eight percent per annum. On August 26, 1994, the ESOP purchased an additional 2,120,000 shares of the Company’s Common Stock with the proceeds of the loan. The shares of Common Stock immediately exercisable at $1.00 per share, which expire on April 3, 2003
and which were awarded conditioned on continued service; and 800,000 shares of
Common Stock immediately exercisable at $0.75 per share, which expire on April
18, 2001.

     During the year ended December 31, 1999, John Duber had optionspledged to purchase
100,000 shares of Common Stock immediately exercisable at $1.00 per share and
which expire on March 24, 2003, 50,000 of which were awarded conditioned on
continued service.

     During the year ended December 31, 1999, Gregory A. Harrison had options to
purchase 50,000 shares of Common Stock immediately exercisable at $1.00 per
share, which expire on March 24, 2003 and which were awarded conditioned on
continued service.

     During the year ended December 31, 1999, Paul DeMattia had options to
purchase 50,000 shares of Common Stock immediately exercisable at $1.00 per
share, which expire on March 24, 2003 and which were awarded conditioned on
continued service.

     During the year ended December 31, 1999, no options were exercised.


                             CERTAIN TRANSACTIONS

     Deborah Vitale, the President and Chief Executive Officer of the Company loanedas security for the Company an aggregateloans. The promissory notes will be repaid with
12
the proceeds of $284,211 in October 1998 to be usedannual contributions made by the Company for working capital purposes (the "Vitale Loan").  James Illius, a
Directorto the ESOP. In April of 1995, the Company agreed to extend the maturity of the Company, loanedloans to twenty years. Effective for the Plan year beginning January 1, 2001, the Company $300,000, halfamended the plan and related loans for the purpose of which was borred
bylimiting excise tax liability for plan contributions in excess of IRS Code 415 limitations. To accomplish this, the Company on November 26, 2998, andagreed to extend the other half of which was borrowed on
December 2, 1998 (the "Illius Loan").  The Vitale Loan and the Illius Loan are
unsecured, non-interest bearing demand loans convertible into shares of Common
Stock.  The Vitale Loan is convertible into shares of Common Stock at $0.45 per
share, and the Illius Loan is convertible into shares of Common Stock at $0.30
per share.  On the datematurity of the Vitale Loan, the trading price in the over the
counter market for the Company's shares of Common Stock was $0.50 per share.
For the Illius Loan, the trading price in the over the counter market for the
Company's shares of Common Stock was $0.34 per share on November 26, 1998, and
$0.33 per share on December 2, 1998.  In July 1999, Mr. Illius received
1,000,000 shares of Common Stock in total repayment of the Illius Loan.  In
November 1998, Ms. Vitale received $67,911 in cash in partial prepayment of the
Vitale Loan.  Various cash payments were madeloans to Ms. Vitale in January 2000,
February 2000 and March 2000.  As of March 31, 200, the Vitale Loan was repaid.

                                      -9-
fifty years.
II. RATIFICATION OF INDEPENDENT CERTIFIEDREGISTERED PUBLIC ACCOUNTANTS

     The firm of BDO Seidman, LLP, currently serves as the Company's independent
auditors.  BDO Seidman,ACCOUNTING FIRM
Friedman LLP has served as the Company’s independent auditorsregistered public accounting firm since the audit of the 2000 financial statements. The Audit Committee has selected Friedman LLP to audit the Company’s financial statements for the year ending December 31, 2007 and is asking the stockholders to ratify the appointment. Members of the firm of Friedman LLP are not expected to be present at the Annual Meeting of Stockholders and, accordingly, will not be available to make a statement or respond to questions.
In the event stockholders fail to ratify the appointment, the Audit Committee may reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent accounting firm at any time during 2007 if the Audit Committee determines that such a change would be in the best interest of the Company since 1990.and its stockholders.
The Audit Committee approved all services provided by Friedman LLP for the years ended December 31, 2006 and 2005. The following fees were paid to Friedman LLP for services in 2006 and 2005:
         
  2006  2005 
Audit Fees $57,603  $50,529 
Audit-Related Fees  7,745   7,745 
Tax Fees  0   0 
All Other Fees  0   1,500 
       
         
Total Fees Paid to Friedman LLP $65,348  $59,774 
       
Audit fees are comprised of fees for professional services rendered in conjunction with the audit of the Company’s annual financial statements, review of the Company’s annual report filed with the Securities and Exchange Commission on Form 10KSB, and review of the information contained in the Company’s quarterly filings with the Securities and Exchange Commission on Form 10QSB.
Audit-related fees are comprised of the fees for professional services rendered in connection with the audit of the Company’s Employee Stock Ownership Plan.
All other fees are comprised of fees for professional services rendered in conjunction with the review of the Company’s answers to the Securities and Exchange Commission’s queries in their review of the Company’s filings.
THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE UNANIMOUSLY RECOMMEND A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF FRIEDMAN LLP AS THE COMPANY’S INDEPENDENT AUDITOR.
13
III. OTHER MATTERS

     The management is
Management of the Company does not awareknow of any matters notthat may properly come before this meeting other that those referred to in the attachedaccompanying Notice which will be presented for action at the Meeting.of Annual Meeting of Stockholders. If any other matters properly come before the Meeting, it is intended that the shares of Voting Stock represented by the proxy will be voted with respect thereto in accordance with the judgment of the persons voting them.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING

     Any proposal of
If a stockholder intends to be presentedpresent a proposal for action at the Company's annual
meeting2008 Annual Meeting and wishes to have such proposal considered for inclusion in the Company’s proxy materials in reliance on Rule 14a-8 under the Securities and Exchange Act of stockholders in 2001, including1934, the nomination of persons to serve on
the Board,proposal must be received not later than June 8, 2001 to be included in the
proxy materials for that meeting.  Stockholders submitting proposals should
submit themsubmitted in writing and direct them toreceived by the Company's secretarySecretary of the Company at the Company'sCompany’s principal executive offices via certified mail, return receipt
requested,at 1301 Seminole Boulevard, Suite 142, Largo, Florida 33770, not less than 120 calendar days before the date of the Company’s Proxy Statement released to ensure timely delivery.shareholders in connection with the previous year’s annual meeting. All such proposals must meet the rules and requirements of the Securities and Exchange Commission relating to stockholder proposals. No stockholdersstockholder proposals were received with respect to the Meeting scheduled for October 6, 2000.

                              1, 2007.
By Order of the Board of Directors
Deborah A. Vitale
Chairman of the Board
President and Chief Executive Officer
August 17, 2007
14
(VOTE BY TELEPHONE OR INTERNET LOGOS)
DIAMONDHEAD CASINO CORPORATION
Voting by telephone or Internet is quick, easy and immediate.As a stockholder of Diamondhead Casino Corporation, you have the Boardoption of Directors


                              Deborah A. Vitale
                              Chairman ofvoting your shares electronically through the Board
September 6, 2000             President and Chief Executive Officer

                                      -10-


                          EUROPA CRUISES CORPORATION

     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.  The
undersigned, revoking any priorInternet or on the telephone, eliminating the need to return the proxy card. Your electronic vote authorizes the named proxies or consents, hereby appoints as his or
her proxies with full power of substitution and revocation Deborah A. Vitale and
John R. Duber, or either of them, to vote all Common Stockyour shares in the same manner as if you marked, signed, dated and returned the proxy card. Votes submitted electronically over the Internet or S Preferred Stock
or S-NR Preferred Stock (collectively,by telephone must be received by 7:00 p.m., Eastern Time, on September 30, 2007.
Vote Your Proxy on the "Voting Stock") ofInternet:
Go to www.continentalstock.com.
Have your proxy card available when you access the undersigned in
Europa Cruises Corporation with all ofabove website. Follow the powers that the undersigned would
have if personally present, at the annual meeting of stockholders of Europa
Cruises Corporation, to be held on Friday, October 6, 2000 at Beau Rivage, 875
Beach Boulevard, Biloxi, Mississippi 39530 at 10:00 a.m. local time and at any
and all adjournments thereof and to take the actions specified in item 2 below.

     The Board of Directors recommends a vote FOR the nominees listed below.

     1. TO ELECT FIVE DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF
STOCKHOLDERS.

     [ ] FOR ALL NOMINEES LISTED BELOW   [ ] WITHHOLD AUTHORITY TO
                                      VOTE FOR ALL NOMINEES LISTED BELOW

     DEBORAH A. VITALE   PAUL J. DEMATTIA     JAMES ILLIUS
     JOHN R. DUBER       GREGORY A. HARRISON

     INSTRUCTIONS: To withhold authorityprompts to vote foryour shares.
Vote Your Proxy by Phone:
Call 1 (866) 894-0537.
Use any individual nominee(s)
write such nominee's nametouch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares.
PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE
VOTING ELECTRONICALLY OR BY PHONE
Vote Your Proxy by mail:
Mark, sign, and date your proxy card, then detach it, and return it in the space below:

     ______________________________________________

     2. To transact such other business as may properly come before the meeting
and any adjournments thereof.

            (continued and to be signed and dated on reverse side)

                                     -11-


                        (continued from previous side)

     This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted in favor of each of the nominees in Proposal 1 set forth above.postage-paid envelope provided.
6FOLD AND DETACH HERE AND READ THE REVERSE SIDE6
PROXY
Please mark
your votes
like this		x
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE COMPANY’S BOARD OF DIRECTORS “FOR” ALL NOMINEES IN ITEM 1 AND “FOR” ITEM 2.
1.ELECTION OF DIRECTORSFOR allWITHHOLD AUTHORITY
Nominees listedto vote for all nominees listed
NOMINEES:(01) DEBORAH A. VITALEto the leftto the left
(02) BENJAMIN J. HARRELL
(03) GREGORY A. HARRISON
(04) CARL D. STEVENS		oo
(05) FRANK E. WILLIAMS, JR.
(06) H. STEVEN NORTON
(Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above)
2.TO RATIFY THE APPOINTMENT OF FRIEDMAN LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FORAGAINSTABSTAIN
ooo
COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:


Signature
SignatureDate, 2007.
Note: Please sign exactly as name appears below. When shares of Voting Stock are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.

                         DATED:______________ 2000

                         ________________________________
                         Signature

                         ________________________________
                         Signature, If Held Jointly


(PROXY CARD)
FOLD AND DETACH HERE AND READ THE REVERSE SIDE PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OFD IRECTORS Theu ndersigned, revoking any previous proxies or consents, hereby appoints as his or her proxies, DeborahA . Vit ale and Gregory A. Harrison,o r eith er of them, with full power of substitution and revocation, to vote all shares of Common Stock or S Preferred Stock or S-NR Preferred Stock (collectively, the “Voting Stock”)o f the undersigned in Diamondhead Casino Corporatio n with all of thep owers that the undersigned would have if personally present at the Annual Meeting of stockholder s of Diamondhead Casino Corporation, to be held on October 1, 2007 at theH ilton Hotel, 1767 King Street, Alexandria, Virg inia 22314 at 11:00 a.m . local time, and at any and al adjournments or postponements thereof, and upon the mat ers describ ed in the accompanying Proxy Statement and upon any other business that may properly come before the Meeting or any adjournment or postponement thereof. Said proxie s ared irected o t vote orr efrain from voting as indicated and, otherwise, in theird iscretion. (Contin ued, andt o be marked, dated and signed, on theo ther side)
(VOTE BY TELEPHONE OR INTERNET LOGOS)
DIAMONDHEAD CASINO CORPORATION
Voting by telephone or Internet is quick, easy and immediate.As a stockholder of Diamondhead Casino Corporation, you have the option of voting your shares electronically through the Internet or on the telephone, eliminating the need to return the proxy card. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 7:00 p.m., Eastern Time, on September 27, 2007.
Vote Your Proxy on the Internet:
Go to www.continentalstock.com.
Have your proxy card available when you access the above website. Follow the prompts to vote your shares.
Vote Your Proxy by Phone:
Call 1 (866) 894-0537.
Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares.
PLEASE MARK, SIGN, DATE ANDDO NOT RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.


                          EUROPA CRUISES CORPORATION

     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.  The
undersigned, revoking any prior proxies or consents, hereby appoints as his or
her Trustees of the Employee Stock Ownership Plan, Trust Agreement ("ESOP") with
full power of substitutionIF YOU ARE
VOTING ELECTRONICALLY OR BY PHONE
Vote Your Proxy by mail:
Mark, sign, and revocation Deborah A. Vitaledate your proxy card, then detach it, and John R. Duber,
or either of them, to vote all Common Stock allocated to his or her ESOP account
(the "ESOP Stock") of the undersigned in Europa Cruises Corporation with all of
the powers that the undersigned would have if personally present, at the annual
meeting of stockholders of Europa Cruises Corporation, to be held on Friday,
October 6, 2000 at Beau Rivage, 875 Beach Boulevard, Biloxi, Mississippi 39530
at 10:00 a.m. local time and at any and all adjournments thereof and to take the
actions specified in item 2 below.

     The Board of Directors recommends a vote FOR the nominees listed below.

     1. TO ELECT FIVE DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF
STOCKHOLDERS.

     [ ] FOR ALL NOMINEES LISTED BELOW   [ ] WITHHOLD AUTHORITY TO
                                       VOTE FOR ALL NOMINEES LISTED BELOW

     DEBORAH A. VITALE   PAUL J. DEMATTIA     JAMES ILLIUS
     JOHN R. DUBER       GREGORY A. HARRISON

     INSTRUCTIONS: To withhold authority to vote for any individual nominee(s)
write such nominee's namereturn it in the space below:

     ______________________________________________

     2. To transact such other business as may properly come before the meeting
and any adjournments thereof.

            (continued and to be signed and dated on reverse side)


                        (continued from previous side)

     This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted in favor of each of the nominees in Proposal 1 set forth above.postage-paid envelope provided.
6FOLD AND DETACH HERE AND READ THE REVERSE SIDE6
PROXY
Please mark
your votes
like this		x
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE COMPANY’S BOARD OF DIRECTORS “FOR” ALL NOMINEES IN ITEM 1 AND “FOR” ITEM 2.
1.ELECTION OF DIRECTORSFOR allWITHHOLD AUTHORITY
Nominees listedto vote for all nominees listed
NOMINEES:(01) DEBORAH A. VITALEto the leftto the left
(02) BENJAMIN J. HARRELL
(03) GREGORY A. HARRISON
(04) CARL D. STEVENS		oo
(05) FRANK E. WILLIAMS, JR.
(06) H. STEVEN NORTON
(Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above)
  2.TO RATIFY THE APPOINTMENT OF FRIEDMAN LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FORAGAINSTABSTAIN
ooo
COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:


Signature
SignatureDate, 2007.
Note: Please sign exactly as name appears below. When shares of ESOPVoting Stock are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.

                         DATED:______________ 2000

                         ________________________________
                         Signature

                         ________________________________
                         Signature, If Held Jointly

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

(PROXY CARD)
FOLD AND DETACH HERE AND READ THE REVERSE SIDE PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OFD IRECTORS The unders igned, revokinga ny previo usp roxies or consents, herebya ppoin tsh is or her Trusteeo f the Employee Stock Ownership Trust Agreement, Deborah A. Vitale, with ful power of substitution and revocati on, to vote all shares of Common Stock of the undersigned inD iamondhead Casin o Corporation al ocatedt o his or her Emplo yee Sto ckO wnership Plan account with all oft hep owers that the undersigned would have if personally present at the Annual Meeting of stockholders of Diamondhead Casino Corporati on, to be held on Monday, October 1, 2007, at the Hilton Hotel, 1767 King Street, Ale xandria, Virginia 22314 at 11:00 a.m . local time, and at any and all adjournments or postponements thereof, and upon the matters described in the accompanying Proxy Statement and upon any other business th at may properly come before the Meeti ng or any adjournment or postponement thereof. Said proxy isd irected to vote orr efrain f rom voti ng as indicate da nd, otherwise, in her discretion. (Contin ued, andt o be marked, dated and signed, on theo ther side)