Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 18, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 0-17529 | ||
Entity Registrant Name | DIAMONDHEAD CASINO CORPORATION | ||
Entity Central Index Key | 0000844887 | ||
Entity Tax Identification Number | 59-2935476 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 1013 Princess Street | ||
Entity Address, City or Town | Alexandria | ||
Entity Address, State or Province | VA | ||
Entity Address, Postal Zip Code | 22314 | ||
City Area Code | 703 | ||
Local Phone Number | 683-6800 | ||
Title of 12(g) Security | Common Stock, par value $.001 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 10,997,803 | ||
Entity Common Stock, Shares Outstanding | 36,297,576 | ||
Auditor Firm ID | 711 | ||
Auditor Name | Friedman LLP | ||
Auditor Location | Marlton, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 82,091 | $ 88,711 |
Total current assets | 82,091 | 88,711 |
Land (Note 3) | 5,476,097 | 5,476,097 |
Other assets | 80 | 80 |
Total assets | 5,558,268 | 5,564,888 |
Current liabilities: | ||
Accounts payable and accrued expenses due related parties (Note 4) | 6,585,289 | 5,729,129 |
Accounts payable and accrued expenses - others (Note 4) | 4,132,371 | 3,833,680 |
Convertible notes and line of credit payable (Note 5) | 1,962,500 | 1,962,500 |
Debenture payable (Note 6) | 50,000 | 50,000 |
Convertible debenture payable (Note 6) | 1,800,000 | 1,800,000 |
Short term notes and interest bearing advance (Note 7) | 80,504 | 80,504 |
Notes payable due related parties (net of unamortized debt discount of $13,583 and $0, respectively) (Note 8) | 722,172 | 636,605 |
Notes payable due others (net of unamortized debt discount of $55,017 and $46,135, respectively) (Note 9) | 372,483 | 130,115 |
Stock issuance liability | 26,250 | |
Total liabilities | 15,705,319 | 14,248,783 |
Commitments and contingencies (Notes 3 and 14) | ||
Stockholders’ deficit: | ||
Preferred stock, $0.01 par value; shares authorized 5,000,000, outstanding 2,086,000 at December 31, 2021 and 2020 (aggregate liquidation preference of $2,519,080 at December 31, 2021 and 2020) | 20,860 | 20,860 |
Common stock, $0.001 par value; shares authorized 50,000,000, issued: 39,052,472 at December 31, 2021 and 2020 outstanding: 36,297,576 at December 31, 2021 and 2020 | 39,052 | 39,052 |
Additional paid-in capital | 36,100,973 | 36,042,139 |
Unearned ESOP shares | (2,727,866) | (2,846,468) |
Accumulated deficit | (43,394,070) | (41,773,364) |
Treasury stock, at cost, 925,341 and 845,796 shares at December 31, 2021 and 2020 | (186,000) | (166,114) |
Total stockholders’ deficit | (10,147,051) | (8,683,895) |
Total liabilities and stockholders’ deficit | $ 5,558,268 | $ 5,564,888 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Unamortized debt discount | $ 13,583 | $ 0 |
Debt instrument, unamortized discount (premium), net | $ 55,017 | $ 46,135 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 2,086,000 | 2,086,000 |
Preferred stock, liquidation preference, value | $ 2,519,080 | $ 2,519,080 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 39,052,472 | 39,052,472 |
Common stock, shares outstanding | 36,297,576 | 36,297,576 |
Treasury stock, shares | 925,341 | 845,796 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
COSTS AND EXPENSES | ||
Administrative and general | $ 665,788 | $ 695,056 |
Stock-based compensation | 831,000 | |
Other | 69,709 | 67,647 |
Total costs and expenses | 735,497 | 1,593,703 |
Interest expense: | ||
Related parties | 403,860 | 345,525 |
Other | 379,749 | 280,117 |
Change in fair value of stock issuance liability | 4,200 | |
Total other expense (income), net | 783,609 | 629,842 |
NET LOSS | (1,519,106) | (2,223,545) |
PREFERRED STOCK DIVIDENDS | (101,600) | (101,600) |
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS | $ (1,620,706) | $ (2,325,145) |
Weighted average common shares outstanding - basic and diluted | 36,297,576 | 36,297,576 |
Net loss per common share - basic and diluted | $ (0.045) | $ (0.064) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Balance | $ (8,683,895) | $ (7,189,750) |
Shares acquired from ESOP | ||
Stock-based compensation | 831,000 | |
Dividends | (101,600) | (101,600) |
Net loss | (1,519,106) | (2,223,545) |
Common stock to be issued in connection with notes payable | 124,050 | |
Common stock to be issued in connection with related party notes payable | 33,500 | |
Balance | (10,147,051) | (8,683,895) |
Preferred Stock [Member] | ||
Balance | $ 20,860 | $ 20,860 |
Balance, shares | 2,086,000 | 2,086,000 |
Shares acquired from ESOP | ||
Shares acquired from ESOP, shares | ||
Stock-based compensation | ||
Dividends | ||
Net loss | ||
Common stock to be issued in connection with notes payable | ||
Common stock to be issued in connection with related party notes payable | ||
Balance | $ 20,860 | $ 20,860 |
Balance, shares | 2,086,000 | 2,086,000 |
Common Stock [Member] | ||
Balance | $ 39,052 | $ 39,052 |
Balance, shares | 39,052,472 | 39,052,472 |
Shares acquired from ESOP | ||
Shares acquired from ESOP, shares | ||
Stock-based compensation | ||
Dividends | ||
Net loss | ||
Common stock to be issued in connection with notes payable | ||
Common stock to be issued in connection with related party notes payable | ||
Balance | $ 39,052 | $ 39,052 |
Balance, shares | 39,052,472 | 39,052,472 |
Additional Paid-in Capital [Member] | ||
Balance | $ 36,042,139 | $ 35,313,037 |
Shares acquired from ESOP | (98,716) | (101,898) |
Stock-based compensation | 831,000 | |
Dividends | ||
Net loss | ||
Common stock to be issued in connection with notes payable | 124,050 | |
Common stock to be issued in connection with related party notes payable | 33,500 | |
Balance | 36,100,973 | 36,042,139 |
Unearned ESOP [Member] | ||
Balance | $ (2,846,468) | $ (2,965,070) |
Balance, shares | 1,909,100 | 1,988,645 |
Shares acquired from ESOP | $ 118,602 | $ 118,602 |
Shares acquired from ESOP, shares | (79,545) | (79,545) |
Stock-based compensation | ||
Dividends | ||
Net loss | ||
Common stock to be issued in connection with notes payable | ||
Common stock to be issued in connection with related party notes payable | ||
Balance | $ (2,727,866) | $ (2,846,468) |
Balance, shares | 1,829,555 | 1,909,100 |
Retained Earnings [Member] | ||
Balance | $ (41,773,364) | $ (39,448,219) |
Shares acquired from ESOP | ||
Stock-based compensation | ||
Dividends | (101,600) | (101,600) |
Net loss | (1,519,106) | (2,223,545) |
Common stock to be issued in connection with notes payable | ||
Common stock to be issued in connection with related party notes payable | ||
Balance | (43,394,070) | (41,773,364) |
Treasury Stock [Member] | ||
Balance | $ (166,114) | $ (149,410) |
Balance, shares | 845,796 | 766,251 |
Shares acquired from ESOP | $ (19,886) | $ (16,704) |
Shares acquired from ESOP, shares | 79,545 | 79,545 |
Stock-based compensation | ||
Dividends | ||
Net loss | ||
Common stock to be issued in connection with notes payable | ||
Common stock to be issued in connection with related party notes payable | ||
Balance | $ (186,000) | $ (166,114) |
Balance, shares | 925,341 | 845,796 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (1,519,106) | $ (2,223,545) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization | 139,285 | 17,132 |
Stock-based compensation | 831,000 | |
Change in fair value of stock issuance liability | 4,200 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses - related parties | 754,560 | 713,354 |
Accounts payable and accrued expenses - other | 294,491 | 560,320 |
Net cash used in operating activities | (330,770) | (97,539) |
Cash flows from financing activities: | ||
Proceeds from note payable - others | 225,000 | 100,000 |
Proceeds from notes payable issued to related parties | 114,078 | |
Repayment of notes payable issued to related parties | (14,928) | 84,284 |
Net cash provided by financing activities | 324,150 | 184,284 |
Net change in cash | (6,620) | 86,745 |
Cash at beginning of year | 88,711 | 1,966 |
Cash at end of year | 82,091 | 88,711 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Unpaid preferred stock dividends in accounts payable and accrued expenses | 101,600 | 101,600 |
Common stock to be issued in connection with notes payable | 124,050 | |
Common stock to be issued in connection with related party notes payable | 33,500 | |
Stock issuance liability | $ 22,050 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 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. |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | 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 $ 1,620,706 for the year ended December 31, 2021. In addition, the Company had an accumulated deficit of $ 43,394,070 at December 31, 2021. 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 9 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, 2021, the Company had $ 10,717,660 of accounts payable and accrued expenses and $ 82,091 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. COVID-19 The Company had no casino or other operations in 2020 and 2021 when COVID-19 surfaced. Therefore, the Company did not experience the adverse consequences that other casino companies experienced from COVID-19 based on their cessation of casino-related operations. However, as a result of COVID, the Company’s sole employee, its President, was unable to travel domestically or internationally to meet with potential investors or potential joint venture partners or to meet with outside, independent contractors. The extent to which COVID-19 may have affected the market for financing new construction in the hospitality, hotel and casino industries given the impact of COVID-19 on this segment of the economy is unknown. The Company did not incur any extraordinary expenses as a result of COVID-19, nor did it obtain any loans under the CARES Act. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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, 2021 and 2020: Schedule of Land Development Cost Capitalized Land held for development $ 4,934,323 Licenses 77,000 Engineering and costs associated with permitting 464,774 $ 5,476,097 Fair Value Measurements The Company follows the provisions of ASC Topic 820 “Fair Value Measurements” for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. The standard 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. The fair value measurement of the derivative indemnification liability discussed in Note 8 below is computed using Level 1 inputs. There was no 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 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 2021, 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 ASC Topic 740, “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, 2021 and 2020, 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. 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 The table below summarizes the components of potential dilutive securities at December 31, 2021 and 2020. Schedule of Components of Potential Dilutive Securities Description December 31, 2021 December 31, 2020 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 0.46 per December 31, 2023 200,000 40,000 100,000 360,000 450,000 140,000 In determining the fair value of each option granted, the Black-Scholes option-pricing model, consistent with the provisions of ASC Topic 718, was used. The valuations were determined using the weighted-average assumptions of 0 324 0.25 Total stock-based compensation expense in 2020 was $ 831,000 258,000 573,000 No share-based awards were issued or amended in 2021. 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. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841) Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740)(“ASU 2019-12”) No other recent accounting pronouncements were issued by FASB and the SEC that are believed by management to have a material impact on the Company’s present or future financial statements. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 4 Accounts Payable and Accrued Expenses The table below outlines the elements included in accounts payable and accrued expenses at December 31, 2021 and 2020: Schedule of Accounts Payable and Accrued Expenses December 31, December 31, 2021 2020 Related parties: Accrued payroll due officers $ 3,269,711 $ 2,969,711 Accrued interest due officers and directors 2,066,096 1,682,152 Accrued director fees 748,750 658,750 Base rents due to the President 348,866 294,458 Associated rental costs 134,558 106,750 Other 17,308 17,308 Total related parties $ 6,585,289 $ 5,729,129 Non-related parties: Accrued interest 2,529,910 $ 2,269,530 Accrued dividends 1,066,800 965,200 Accrued fines and penalties 312,600 220,750 Other 223,061 378,200 Total non-related parties $ 4,132,371 $ 3,833,680 |
Convertible Notes and Line of C
Convertible Notes and Line of Credit | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Notes And Line Of Credit | |
Convertible Notes and Line of Credit | Note 5. Convertible Notes and Line of Credit Line of Credit In 2008, the Company entered into an agreement with an unrelated third party for an unsecured Line of Credit up to a maximum of $ 1,000,000 9 November 1, 2012 50,000 1.75 250,000 1.75 2,123,422 2,033,175 Convertible Notes Pursuant to a Private Placement Memorandum dated March 1, 2010, the Company offered Units consisting of a two year 25,000 12 The Promissory Notes were convertible into 50,000 Pursuant to an additional Private Placement Memorandum dated October 25, 2010, the Company offered Units consisting of a two year 25,000 9 convertible into 50,000 The Convertible Notes issued pursuant to the two Private Placements discussed above total $ 962,500 486,796 962,500 950,371 854,847 The table below summarizes the Company’s debt arising from the above-described sources as of December 31, 2021 and 2020: Schedule of Convertible Notes Payable December 31, 2021 December 31, 2020 Private placements - March 1, 2010* $ 475,000 $ 475,000 Private placements - October 25, 2010 487,500 487,500 $ 962,500 $ 962,500 * Of the 2010 placements above, $ 75,000 is due to a related party. |
Convertible Debentures
Convertible Debentures | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Debentures | Note 6. Convertible Debentures Pursuant to a Private Placement Memorandum dated February 14, 2014 (the “Private Placement”), the Company offered up to a maximum of $ 3,000,000 3,000,000 4 matured six years from the date of issuance (a) $ 1,000,000 3,333,333 .30 (b) $ 1,000,000 2,222,222 .45 (c) $ 1,000,000 1,818,182 1,333,333 .55 .75 The conversion rights on each issued Debenture 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 $ 950,000 850,000 50,000 427,081 501,081 427,081 |
Short Term Notes and Interest-B
Short Term Notes and Interest-Bearing Advance | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Short Term Notes and Interest-Bearing Advance | Note 7. Short Term Notes and Interest-Bearing Advance Promissory Notes On June 9, 2017, the Company entered into a Promissory Note with an unrelated lender in exchange for proceeds in the amount of $ 15,000 12.5 June 9, 2019 8,553 6,677 Bank Credit Facility Wells Fargo Bank provided an unsecured credit facility of up to $ 15,000 11.24 24.99 December 31, 2021 and 2020 , a principal balance of $ 18,004 Interest Bearing Advances In 2016, the Company received cash advances totaling $ 47,500 22,500 four years 8 12,000 9,800 On February 2, 2017, the Company borrowed $ 25,000 12.5 3 15,342 12,217 Of the amounts discussed above, $ 80,504 |
Current Notes Payable Due Relat
Current Notes Payable Due Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Current Notes Payable Due Related Parties | |
Current Notes Payable Due Related Parties | Note 8. Current Notes Payable Due Related Parties In 2016, the Company received cash advances totaling $ 47,500 25,000 8 12,000 10,000 In the third quarter of 2016, the Chairman of the Board of Directors of the Company loaned the Company $ 90,000 14 68,262 55,682 In July 2017, at the request of the Company, the current Chairman of the Board of Directors, who is also a Vice President of the Company (“the Chairman”), paid all property taxes due, together with all interest due thereon, to Hancock County, Mississippi on an approximate 400 67,628 The Chairman is one of the secured parties under that Land Deed of Trust recorded on September 26, 2014 in Hancock County, Mississippi, to secure Tranche I and Tranche II Debentures issued by the Company in 2014. Under paragraph 5 of the Land Deed of Trust, a secured party who advances sums for taxes due on the Property is secured by the same Land Deed of Trust, but only at that interest rate specified in the note representing the primary indebtedness, namely 4 The Chairman advanced the $ 67,628 on condition that: (is) 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 Chairman has identified the common stock to be sold and will provide the Company with the documentation required to document the sale of said stock and to calculate the future loss, if any, on said stock. The fair value measurement of the derivative indemnification liability at December 31, 2021 and 2020 was developed using Level 1 inputs, which was valued at $ 0 . On June 30, 2018, Mississippi Gaming Corporation issued a secured promissory note, due one year from the date of issue, to the Chairman for an amount up to $ 100,000 to cover the principal and interest due with respect to this note. On August 21, 2018, Mississippi Gaming Corporation placed a third lien on the Property to secure this obligation for $ 100,000 . Accrued interest on the note amounted to $ 49,194 and $ 39,050 at December 31, 2021 and 2020, respectively. In March of 2018, the Board of Directors voted to increase up to an additional $ 200,000 the advance constitutes a lien on the Property with interest at 15 200,000 200,000 In November of 2018, the Board of Directors voted to increase up to an additional $ 100,000 200,000 In July 2020, the Chairman of the Board of the Company paid a total of $ 67,076 400 1,573 150,000 At December 31, 2021, the Chairman had advanced a total of $ 467,953 16,250 210,094 140,433 In May 2021, the Chairman of the Board of the Company paid a total of $ 62,610 400 1,468 100,000 On May 30, 2021, the Chairman of the Board of the Company loaned the Company $ 50,000 . 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. During the year ended December 31, 2021, $ 19,916 of the debt discount was amortized to interest expense to related parties. On July 24, 2017, the President of the Company, who is a Director of the Company, agreed to advance the Company up to $ 20,000 100,000 interest of 15% per annum on the amount advanced and owing and that the full 15% interest per annum is payable during any calendar year in which all or part of the amount advanced and owing or interest due thereon remains unpaid; (ii) the obligation in the maximum principal amount of $ 100,000 25,000 15,000 15,000 As of December 31, 2021, the President had advanced a total of $ 38,724 , net of repayments of $ 34,845 , 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 June 30, 2018, Mississippi Gaming Corporation issued a secured promissory note, due one year from date of issue, to the President for an amount up to $ 100,000 to cover the principal and interest due with respect to this note. On August 21, 2018, Mississippi gaming Corporation placed a third lien on the Diamondhead Property to secure this obligation for $ 100,000 . Accrued interest due on this note amounted to $ 33,361 and $ 22,925 at and December 31, 2021 and 2020, respectively. The third lien placed on the Diamondhead Property, which secures the above three promissory notes, totals up to $ 400,000 300,000 100,000 The principal balance of the notes payable due to the officers and directors discussed above was $ 722,172 13,584 635,605 0 636,605 |
Notes Payable Due Others
Notes Payable Due Others | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable Due Others | Note 9. Notes Payable Due Others In October 2017, the Company entered into a settlement with a holder of $ 150,000 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 mature 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 mature 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 25,000 100,000 20,000 In July 2021, the Company entered into an additional promissory note with an unrelated lender in exchange for a principal amount of $ 25,000 25,000 In November 2021, the Company entered into an additional promissory note with an unrelated lender in exchange for a principal amount of $ 50,000 50,000 From April to November 2021, ten liens were placed on the Property to secure these notes. There is a call for the issuance of a total of 500,000 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 . The fair value of the stock was recorded as a debt discount, which will be amortized to interest expense over the life of the notes. During the year ended December 31, 2021, 119,369 of the debt discount was amortized to interest expense to others. As of December 31, 2021 and 2020, total notes payable due others, net of unamortized discount, was $ 372,483 and $ 130,115 , respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10. Related Party Transactions As of December 31, 2020, the President of the Company is owed deferred salary in the amount of $ 3,066,996 121,140 9 272,360 245,360 1,612,158 1,339,799 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 in a furnished and fully equipped townhouse office building owned by the President in Alexandria, Virginia. The lease calls for monthly base rent in the amount of $ 4,534 and payment of associated costs of insurance, real estate taxes, utilities and other expenses. Rent expense associated with this lease amounted to base rent in the amount of $ 54,408 and associated rental costs of $ 27,808 for a total of $ 82,216 for the year ended December 31, 2021 and base rent in the amount of $ 54,408 and associated rental costs of $ 25,020 for a total of $ 79,428 for the year ended December 31, 2020. At December 31, 2021 and 2020, amounts owing for base rent and associated rental costs totaled $ 483,424 and $ 401,208 , respectively. Directors of the Company are entitled to a director’s fee of $ 15,000 748,750 658,750 See Notes 4, 5, 7, 8 and 14 for other related party transactions. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 11. Stockholders’ Equity At December 31, 2021 and 2020, 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 3,115,000 21,570 No the Board of Directors voted to extend 2,965,000 of these outstanding options from December 31, 2020 to December 31, 2023. Accordingly, 150,000 of these 3,115,000 options expired at December 31, 2020. 573,000 On November 9, 2020, the Board of Directors voted to award 1,290,000 0.46 December 31, 2023 200,000 40,000 100,000 360,000 450,000 140,000 The Company recorded stock-based compensation expense of $ 258,000 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 1,000,000 100 ten years no Summary of Stock Options A summary of the status of the Company’s fixed Plan and non-plan options as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020 is presented below. Schedule of Fixed Plan and Non-plan Options Shares Weighted Average Exercise Price Outstanding as of January 1, 2020 3,415,000 $ 0.44 Granted 1,290,000 0.46 Exercised - - Expired (150,000 ) 1.25 Forfeited - - Outstanding as of December 31, 2020 4,555,000 $ 0.41 Granted - - Exercised - - Forfeited - - Outstanding as of December 31, 2021 4,555,000 $ 0.41 Exercisable as of December 31, 2020 4,555,000 $ 0.41 Exercisable as of December 31, 2021 4,555,000 $ 0.41 The following tables summarize information about stock options outstanding and exercisable at December 31, 2021 and 2020: Schedule of Stock Options Outstanding and Exercisable December 31, 2021 Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding at 12/31/21 Weighted-Average Remaining Contractual Life (Yrs.) Weighted Average Exercise Price Number Exercisable at 12/31/21 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, 2020 Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding at 12/31/20 Weighted-Average Remaining Contractual Life (Yrs.) Weighted Average Exercise Price Number Exercisable at 12/31/20 Weighted Average Exercise Price $ 0.19 2,000,000 3.0 $ 0.19 2,000,000 $ 0.19 0.30 750,000 3.0 0.30 750,000 0.30 0.75 215,000 3.0 0.75 215,000 0.75 1.75 300,000 3.0 1.75 300,000 1.75 0.46 1,290,000 3.0 0.46 1,290,000 0.46 4,555,000 4,555,000 Preferred Stock Series S Preferred Stock The Company has 926,000 .01 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, 2021. 1.08 926,000 315,000 285,000 Series S-NR Preferred Stock The Company has 900,000 .01 1.11 900,000 315,000 285,000 Series S-PIK Preferred Stock The Company has one million units outs, each unit consisting of one share of the Company’s $ .001 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 2.00 0.04 260,000 436,800 395,200 Payment of Preferred Dividends The Company did not pay any dividends due on its preferred stock in 2021 or 2020. 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. |
Employee Stock Ownership Plan
Employee Stock Ownership Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Stock Ownership Plan | Note 12. 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 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, 2021, a total of 1,829,555 457,389 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 2021 and 2020, 79,545 19,886 16,704 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes At December 31, 2021, the Company had net operating loss carryforwards for income taxes of approximately $ 9.0 million, which expire during various periods through 2041 . Realization of deferred income taxes as of December 31, 2021 and 2020 is not considered likely. Therefore, by applying a federal statutory rate of 21 % to the carryforward amounts, a valuation allowance of approximately $ 1.9 and $ 2.2 million, has been established for each year for the entire amount of deferred tax assets relative to the net operating loss at December 31, 2021 and 2020, respectively, resulting in an effective tax rate of 0 % and no deferred tax asset recognition. The valuation allowance decreased by approximately $ 262,000 in 2021 and $ 249,000 in 2020. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies Liens As of December 31, 2021, there were eighteen liens on the Company’s Diamondhead, Mississippi Property as follows: The Company’s obligations under the Collateralized Convertible Senior Debentures are secured by a first lien on the Company’s Diamondhead, Mississippi property (the “Investors Lien”). On March 31, 2014, the Company issued $ 1 850,000 1,850,000 pari passu 2,000,000 On December 16, 2016, the Company filed a second lien on the Diamondhead Property in the maximum amount of $ 250,000 137,500 On August 21, 2018, the Company filed a third lien on the Diamondhead Property for up to $ 400,000 On January 26, 2021, a fourth lien in the amount of $ 2,000,000 2,000,000 On February 17, 2021, a fifth lien in the amount of $ 658,750 658,750 In April 2021, six liens were placed on the Property to secure six non-interest-bearing notes payable to be issued to six lenders bringing total liens on the Property to eleven. The six notes issued total $ 252,500 250,000 In June 2021, a twelfth and thirteenth lien were placed on the Property to secure two non-interest bearing notes issued in May of 2021 which total $ 50,000 100,000 In July 2021, the Company placed a fourteenth lien on the Property to secure a promissory note in the amount of $ 150,000 In July 2021, the Company placed a fifteenth lien on the Property to secure a promissory note in the amount of $ 100,000 In July 2021, the Company placed a sixteenth lien on the Property to secure a non-interest bearing note issued to the Chairman in May 2021 which totals $ 50,000 100,000 In July 2021, the Company placed a seventeenth lien on the Property to secure a non-interest bearing note issued to a lender, which totals $ 25,000 50,000 In November 2021, the Company placed an eighteenth lien on the Property to secure a non-interest bearing note issued to a lender, 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. 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, 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 $ 312,600 and $ 220,750 on the current delinquent filings as of December 31, 2021 and 2020, 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, 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 2021, 2020, 2019 and 2018. Mississippi Gaming Corporation, a wholly owned subsidiary of the Company, has not filed its annual reports, together with its franchise tax due, with the state of Delaware for 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 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 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 2021, 2020, 2019, 2018, 2017 and 2016. 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, 2021 and 2020. 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. Subsequent Events 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 In March 2022, unrelated third parties paid a total of $ 60,436 19,564 80,000 80,000 40,000 80,000 40,000 80,000 160,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | 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 | 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 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, 2021 and 2020: Schedule of Land Development Cost Capitalized Land held for development $ 4,934,323 Licenses 77,000 Engineering and costs associated with permitting 464,774 $ 5,476,097 |
Fair Value Measurements | Fair Value Measurements The Company follows the provisions of ASC Topic 820 “Fair Value Measurements” for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. The standard 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. The fair value measurement of the derivative indemnification liability discussed in Note 8 below is computed using Level 1 inputs. There was no |
Long-Lived Assets | Long-Lived Assets The Company reviews long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the assets to the estimated undiscounted future cash flows projected to be generated by the assets. If such assets are considered impaired, the impairment to be recognized is measured by the amount the carrying value exceeds the fair value of such assets determined by appraisal, discounted cash flow projections, or other means. No |
Employee Stock Ownership Plan | 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 2021, 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 | 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 ASC Topic 740, “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, 2021 and 2020, the Company has no accrued interest or penalties related to uncertain tax positions. |
Net Loss per Common Share | 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. 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 The table below summarizes the components of potential dilutive securities at December 31, 2021 and 2020. Schedule of Components of Potential Dilutive Securities Description December 31, 2021 December 31, 2020 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 | 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 0.46 per December 31, 2023 200,000 40,000 100,000 360,000 450,000 140,000 In determining the fair value of each option granted, the Black-Scholes option-pricing model, consistent with the provisions of ASC Topic 718, was used. The valuations were determined using the weighted-average assumptions of 0 324 0.25 Total stock-based compensation expense in 2020 was $ 831,000 258,000 573,000 No share-based awards were issued or amended in 2021. 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. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841) |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740)(“ASU 2019-12”) No other recent accounting pronouncements were issued by FASB and the SEC that are believed by management to have a material impact on the Company’s present or future financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Land Development Cost Capitalized | Land development costs, which have been capitalized, consist of the following at December 31, 2021 and 2020: Schedule of Land Development Cost Capitalized Land held for development $ 4,934,323 Licenses 77,000 Engineering and costs associated with permitting 464,774 $ 5,476,097 |
Schedule of Components of Potential Dilutive Securities | The table below summarizes the components of potential dilutive securities at December 31, 2021 and 2020. Schedule of Components of Potential Dilutive Securities Description December 31, 2021 December 31, 2020 Convertible Preferred Stock 260,000 260,000 Options to Purchase Common Shares 4,555,000 4,555,000 Total 4,815,000 4,815,000 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | The table below outlines the elements included in accounts payable and accrued expenses at December 31, 2021 and 2020: Schedule of Accounts Payable and Accrued Expenses December 31, December 31, 2021 2020 Related parties: Accrued payroll due officers $ 3,269,711 $ 2,969,711 Accrued interest due officers and directors 2,066,096 1,682,152 Accrued director fees 748,750 658,750 Base rents due to the President 348,866 294,458 Associated rental costs 134,558 106,750 Other 17,308 17,308 Total related parties $ 6,585,289 $ 5,729,129 Non-related parties: Accrued interest 2,529,910 $ 2,269,530 Accrued dividends 1,066,800 965,200 Accrued fines and penalties 312,600 220,750 Other 223,061 378,200 Total non-related parties $ 4,132,371 $ 3,833,680 |
Convertible Notes and Line of_2
Convertible Notes and Line of Credit (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Notes And Line Of Credit | |
Schedule of Convertible Notes Payable | The table below summarizes the Company’s debt arising from the above-described sources as of December 31, 2021 and 2020: Schedule of Convertible Notes Payable December 31, 2021 December 31, 2020 Private placements - March 1, 2010* $ 475,000 $ 475,000 Private placements - October 25, 2010 487,500 487,500 $ 962,500 $ 962,500 * Of the 2010 placements above, $ 75,000 is due to a related party. |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Fixed Plan and Non-plan Options | A summary of the status of the Company’s fixed Plan and non-plan options as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020 is presented below. Schedule of Fixed Plan and Non-plan Options Shares Weighted Average Exercise Price Outstanding as of January 1, 2020 3,415,000 $ 0.44 Granted 1,290,000 0.46 Exercised - - Expired (150,000 ) 1.25 Forfeited - - Outstanding as of December 31, 2020 4,555,000 $ 0.41 Granted - - Exercised - - Forfeited - - Outstanding as of December 31, 2021 4,555,000 $ 0.41 Exercisable as of December 31, 2020 4,555,000 $ 0.41 Exercisable as of December 31, 2021 4,555,000 $ 0.41 |
Schedule of Stock Options Outstanding and Exercisable | The following tables summarize information about stock options outstanding and exercisable at December 31, 2021 and 2020: Schedule of Stock Options Outstanding and Exercisable December 31, 2021 Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding at 12/31/21 Weighted-Average Remaining Contractual Life (Yrs.) Weighted Average Exercise Price Number Exercisable at 12/31/21 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, 2020 Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding at 12/31/20 Weighted-Average Remaining Contractual Life (Yrs.) Weighted Average Exercise Price Number Exercisable at 12/31/20 Weighted Average Exercise Price $ 0.19 2,000,000 3.0 $ 0.19 2,000,000 $ 0.19 0.30 750,000 3.0 0.30 750,000 0.30 0.75 215,000 3.0 0.75 215,000 0.75 1.75 300,000 3.0 1.75 300,000 1.75 0.46 1,290,000 3.0 0.46 1,290,000 0.46 4,555,000 4,555,000 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net Income (Loss) Available to Common Stockholders, Basic | $ 1,620,706 | $ 2,325,145 |
Retained Earnings (Accumulated Deficit) | 43,394,070 | 41,773,364 |
Accounts Payable and Accrued Liabilities | 10,717,660 | |
Cash | $ 82,091 | $ 88,711 |
Schedule of Land Development Co
Schedule of Land Development Cost Capitalized (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Product Information [Line Items] | ||
Total land | $ 5,476,097 | $ 5,476,097 |
Land [Member] | ||
Product Information [Line Items] | ||
Total land | 4,934,323 | 4,934,323 |
Licenses [Member] | ||
Product Information [Line Items] | ||
Total land | 77,000 | 77,000 |
Engineering and Costs Associated With Permitting [Member] | ||
Product Information [Line Items] | ||
Total land | $ 464,774 | $ 464,774 |
Schedule of Components of Poten
Schedule of Components of Potential Dilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,815,000 | 4,815,000 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 260,000 | 260,000 |
Options to Purchase Common Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,555,000 | 4,555,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Nov. 09, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||
Impairment of long-lived assets | $ 0 | ||
Treasury Stock, Shares, Acquired | 79,545 | ||
Antidilutive securities excluded from computation of earnings per share | 4,815,000 | 4,815,000 | |
Number of options previously granted to purchase of common stock | 1,290,000 | ||
Exercise price of options granted | $ 0.46 | ||
Dividend yield | 0.00% | ||
Expected volatility | 324.00% | ||
Risk-free interest rate | 0.25% | ||
Stock based compensation | $ 831,000 | ||
Stock Option Plan Granted [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Stock based compensation | 258,000 | ||
Stock Option Plan Granted Modification [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Stock based compensation | 573,000 | ||
Share-based Payment Arrangement, Option [Member] | Six Current Directors and Three Officers [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of options previously granted to purchase of common stock | 1,290,000 | ||
Exercise price of options granted | $ 0.46 | ||
Options expiration date | Dec. 31, 2023 | ||
Share-based Payment Arrangement, Option [Member] | Martin Blount [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of options previously granted to purchase of common stock | 200,000 | ||
Share-based Payment Arrangement, Option [Member] | Daniel Burstyn [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of options previously granted to purchase of common stock | 40,000 | ||
Share-based Payment Arrangement, Option [Member] | Robert Crow [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of options previously granted to purchase of common stock | 100,000 | ||
Share-based Payment Arrangement, Option [Member] | Benjamin Harrell [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of options previously granted to purchase of common stock | 360,000 | ||
Share-based Payment Arrangement, Option [Member] | Gregory Harrison [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of options previously granted to purchase of common stock | 450,000 | ||
Share-based Payment Arrangement, Option [Member] | Deborah Vitale [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of options previously granted to purchase of common stock | 140,000 | ||
Convertible Debentures [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 5,055,555 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of derivative liability | $ 0 | $ 0 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued payroll due officers | $ 3,269,711 | $ 2,969,711 |
Accrued interest due officers and directors | 2,066,096 | 1,682,152 |
Accrued director fees | 748,750 | 658,750 |
Base rents due to the President | 348,866 | 294,458 |
Associated rental costs | 134,558 | 106,750 |
Other | 17,308 | 17,308 |
Total related parties | 6,585,289 | 5,729,129 |
Accrued interest | 2,529,910 | 2,269,530 |
Accrued dividends | 1,066,800 | 965,200 |
Accrued fines and penalties | 312,600 | 220,750 |
Other | 223,061 | 378,200 |
Total non-related parties | $ 4,132,371 | $ 3,833,680 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||
Convertible notes payable | $ 1,962,500 | $ 1,962,500 | |
March 1, 2010 Private Placement [Member] | Convertible Promissory Note [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes payable | [1] | 475,000 | 475,000 |
October 25, 2010 Private Placement [Member] | Convertible Promissory Note [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes payable | 487,500 | 487,500 | |
Private Placement [Member] | Convertible Promissory Note [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes payable | $ 962,500 | $ 962,500 | |
[1] | Of the 2010 placements above, $ 75,000 |
Schedule of Convertible Notes_2
Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
March 1, 2010 Private Placement [Member] | Convertible Promissory Note [Member] | ||
Short-term Debt [Line Items] | ||
Due to a related party | $ 75,000 | $ 75,000 |
Convertible Notes and Line of_3
Convertible Notes and Line of Credit (Details Narrative) - USD ($) | Nov. 30, 2020 | Oct. 25, 2010 | Mar. 01, 2010 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2008 | Oct. 31, 2017 | Sep. 26, 2014 | |
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, interest rate, stated percentage | 4.00% | ||||||||
Convertible Notes Payable, Current | $ 1,962,500 | $ 1,962,500 | |||||||
Convertible Promissory Note [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, face amount | $ 150,000 | ||||||||
March 1, 2010 Private Placement [Member] | Convertible Promissory Note [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument term | 2 years | ||||||||
Debt instrument, face amount | $ 25,000 | ||||||||
Debt instrument, interest rate, stated percentage | 12.00% | ||||||||
Debt instrument, convertible, terms of conversion feature | 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. | ||||||||
Debt instrument, convertible, number of equity instruments | 50,000 | ||||||||
Convertible Notes Payable, Current | [1] | 475,000 | 475,000 | ||||||
October 25, 2010 Private Placement [Member] | Convertible Promissory Note [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument term | 2 years | ||||||||
Debt instrument, face amount | $ 25,000 | ||||||||
Debt instrument, interest rate, stated percentage | 9.00% | ||||||||
Debt instrument, convertible, terms of conversion feature | 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. | ||||||||
Debt instrument, convertible, number of equity instruments | 50,000 | ||||||||
Convertible Notes Payable, Current | 487,500 | 487,500 | |||||||
Private Placement [Member] | Convertible Promissory Note [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Convertible Notes Payable, Current | 962,500 | 962,500 | |||||||
Debt Instrument, Periodic Payment | $ 486,796 | ||||||||
Interest Payable | 950,371 | 854,847 | |||||||
Line of Credit [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 1,000,000 | ||||||||
Line of credit interest rate | 9.00% | ||||||||
Line of credit, expiration date | Nov. 1, 2012 | ||||||||
Number of options awarded | 50,000 | ||||||||
Share issued price per share options | $ 1.75 | ||||||||
Line of credit, principal and accrued interest | $ 2,123,422 | $ 2,033,175 | |||||||
Line of Credit [Member] | Maximum [Member] | Lender [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Number of options awarded | 250,000 | ||||||||
Share issued price per share options | $ 1.75 | ||||||||
[1] | Of the 2010 placements above, $ 75,000 |
Convertible Debentures (Details
Convertible Debentures (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 26, 2014 | |
Short-term Debt [Line Items] | |||
Debt instrument, interest rate, stated percentage | 4.00% | ||
Convertible debenture payable | $ 1,800,000 | $ 1,800,000 | |
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | |||
Short-term Debt [Line Items] | |||
Maximum offering amount | 3,000,000 | ||
Debt instrument, face amount | $ 3,000,000 | ||
Debt instrument, interest rate, stated percentage | 4.00% | ||
Debt instrument, maturity date, description | matured six years from the date of issuance | ||
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 1 [Member] | |||
Short-term Debt [Line Items] | |||
Collateralized convertible senior debentures | $ 1,000,000 | ||
Conversion of debenture into shares of common stock | 3,333,333 | ||
Debt instrument, convertible, conversion price | $ 0.30 | ||
Convertible debenture payable | $ 950,000 | ||
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 2 [Member] | |||
Short-term Debt [Line Items] | |||
Collateralized convertible senior debentures | $ 1,000,000 | ||
Conversion of debenture into shares of common stock | 2,222,222 | ||
Debt instrument, convertible, conversion price | $ 0.45 | ||
Convertible debenture payable | $ 850,000 | ||
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 3 [Member] | |||
Short-term Debt [Line Items] | |||
Collateralized convertible senior debentures | $ 1,000,000 | ||
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 3 [Member] | Minimum [Member] | |||
Short-term Debt [Line Items] | |||
Conversion of debenture into shares of common stock | 1,818,182 | ||
Debt instrument, convertible, conversion price | $ 0.55 | ||
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 3 [Member] | Maximum [Member] | |||
Short-term Debt [Line Items] | |||
Conversion of debenture into shares of common stock | 1,333,333 | ||
Debt instrument, convertible, conversion price | $ 0.75 | ||
February 14, 2014 Private Placement [Member] | Non Convertible Senior Debentures [Member] | |||
Short-term Debt [Line Items] | |||
Convertible debenture payable | $ 50,000 | ||
Convertible Debentures [Member] | |||
Short-term Debt [Line Items] | |||
Interest payment in default | 427,081 | ||
Accrued interest due | $ 501,081 | $ 427,081 |
Short Term Notes and Interest_2
Short Term Notes and Interest-Bearing Advance (Details Narrative) - USD ($) | Jun. 09, 2017 | Feb. 02, 2017 | Aug. 25, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 26, 2014 |
Short-term Debt [Line Items] | ||||||||
Debt interest rate | 4.00% | |||||||
Short term notes and interest bearing advance | $ 80,504 | $ 80,504 | ||||||
Unrelated Third Party [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt interest rate | 12.50% | |||||||
Accrued interest | 15,342 | 12,217 | ||||||
Short term notes and interest bearing advance | $ 25,000 | |||||||
Seven Lenders [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Cash received advances | $ 47,500 | $ 47,500 | ||||||
Third Parties [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Cash received advances | $ 22,500 | |||||||
Seven Lenders and Third Parties [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt interest rate | 8.00% | |||||||
Accrued interest | 12,000 | 9,800 | ||||||
Debt matures term | 4 years | |||||||
Lender [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Increase in interest rate per annum | 3.00% | |||||||
Promissory Note [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Proceeds from notes payable | $ 15,000 | |||||||
Debt interest rate | 12.50% | |||||||
Debt instrument, maturity date | Jun. 9, 2019 | |||||||
Accrued interest | 8,553 | 6,677 | ||||||
Bank Credit Facility [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 15,000 | |||||||
Line of credit | $ 18,004 | $ 18,004 | ||||||
Bank Credit Facility [Member] | Direct Charges [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Line of credit, interest rate | 11.24% | |||||||
Bank Credit Facility [Member] | Cash Advanced Through The Facility [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Line of credit, interest rate | 24.99% |
Current Notes Payable Due Rel_2
Current Notes Payable Due Related Parties (Details Narrative) | May 31, 2021USD ($)a | May 30, 2021USD ($)shares | Aug. 21, 2018USD ($) | Jun. 30, 2018USD ($) | Jul. 24, 2017USD ($) | Jul. 31, 2020USD ($)a | Mar. 31, 2018USD ($) | Jul. 31, 2017USD ($)a | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2019USD ($) | Nov. 30, 2018USD ($) | Jun. 09, 2017 | Aug. 25, 2016 | Sep. 26, 2014 |
Debt instrument, interest rate, stated percentage | 4.00% | |||||||||||||||||
Proceeds from related parties | $ 114,078 | |||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 50,000 | |||||||||||||||||
Fair value of stock issuance liability | $ 33,500 | |||||||||||||||||
Debt Instrument, Unamortized Discount | 13,583 | 0 | ||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Shares, Issued | shares | 100,000 | |||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 12.50% | |||||||||||||||||
Accrued interest due | 8,553 | 6,677 | ||||||||||||||||
Mississippi Gaming Corporation [Member] | Secured Promissory Note [Member] | ||||||||||||||||||
Accrued interest due | 49,194 | 39,050 | ||||||||||||||||
Chairman [Member] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 15.00% | |||||||||||||||||
Terms on advances from chairman description | 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 losses on said stock for all amounts loaned to the Company from the sale of said stock. On June 30, 2018, Mississippi Gaming Corporation issued a secured promissory note, due one year from the date of issue to the Chairman, for an amount up to $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. | |||||||||||||||||
Principal amount | $ 200,000 | $ 100,000 | ||||||||||||||||
Chairman [Member] | March 2019 and March 2018 [Member] | ||||||||||||||||||
Accrued interest due | 210,094 | 140,433 | ||||||||||||||||
Principal amount | 467,953 | |||||||||||||||||
Repayment of related party debt | 16,250 | |||||||||||||||||
Board of Directors [Member] | March 2019 [Member] | ||||||||||||||||||
Principal amount | $ 200,000 | |||||||||||||||||
Chairman of the Board [Member] | ||||||||||||||||||
Area of land, owned | a | 400 | 400 | ||||||||||||||||
Principal amount | $ 50,000 | |||||||||||||||||
Taxes payable | $ 62,610 | $ 67,076 | ||||||||||||||||
Property related fees | 1,468 | 1,573 | ||||||||||||||||
Amortization of Debt Discount (Premium) | $ 19,916 | |||||||||||||||||
Chairman of the Board [Member] | July, 2021 [Member] | ||||||||||||||||||
Repayments of secured debt | $ 100,000 | $ 150,000 | ||||||||||||||||
President [Member] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 9.00% | |||||||||||||||||
Accrued interest due | $ 33,361 | 22,925 | ||||||||||||||||
Proceeds from related parties | $ 20,000 | |||||||||||||||||
Secured obligation | $ 100,000 | |||||||||||||||||
Due from Officers or Stockholders | 38,724 | |||||||||||||||||
Repayments of Debt | 34,845 | |||||||||||||||||
Other Accrued Liabilities | 18,000 | |||||||||||||||||
President [Member] | Loan One [Member] | ||||||||||||||||||
Loan amount | $ 25,000 | 25,000 | ||||||||||||||||
President [Member] | Loan Two [Member] | ||||||||||||||||||
Loan amount | 15,000 | 15,000 | ||||||||||||||||
President [Member] | Two Loans [Member] | ||||||||||||||||||
Credit facilities, maximum amount | 15,000 | |||||||||||||||||
President [Member] | Third Lien [Member] | ||||||||||||||||||
Loan amount | 100,000 | |||||||||||||||||
Maximum [Member] | Board of Directors [Member] | ||||||||||||||||||
Proceeds from related parties | $ 100,000 | |||||||||||||||||
Related party transaction, terms and manner of settlement | interest of 15% per annum on the amount advanced and owing and that the full 15% interest per annum is payable during any calendar year in which all or part of the amount advanced and owing or interest due thereon remains unpaid; (ii) the obligation in the maximum principal amount of $100,000 with interest due thereon be treated as a secured debt of the Company, to be evidenced by a separate note and to be secured with a separate lien to be placed on the Diamondhead Property (“the Third Lien”) together with the Chairman’s Third Lien, as well as a first lien to be placed on the residential lot owned by the Company; (iii) that the Third Lien on the Diamondhead Property also include the two loans ($25,000 and $15,000) and interest due thereon and credit facilities in the maximum amount of $15,000; and (iv) that the foregoing will be treated as advances to be paid out of any subsequent incoming financing obtained by the Company or any amounts recovered by the Company from a defendant in that collection action brought by the Company in the Circuit Court of Montgomery County, Maryland. | |||||||||||||||||
Maximum [Member] | President [Member] | ||||||||||||||||||
Secured promissory note | 100,000 | |||||||||||||||||
Fair Value, Inputs, Level 1 [Member] | ||||||||||||||||||
Derivative, Fair Value, Net | 0 | 0 | ||||||||||||||||
Payable During any Calendar Year [Member] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 11.00% | |||||||||||||||||
Mississippi Property [Member] | ||||||||||||||||||
Area of land, owned | a | 400 | |||||||||||||||||
Notes payable, related parties | $ 67,628 | |||||||||||||||||
Diamond Head Property [Member] | ||||||||||||||||||
Secured promissory note | 400,000 | |||||||||||||||||
Seven Lenders [Member] | ||||||||||||||||||
Cash received advances | $ 47,500 | $ 47,500 | ||||||||||||||||
Three Current Directors [Member] | ||||||||||||||||||
Cash received advances | $ 25,000 | |||||||||||||||||
Seven Lenders and Three Current Directors [Member] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.00% | |||||||||||||||||
Accrued interest due | 12,000 | 10,000 | ||||||||||||||||
Chairman of the Board of Directors [Member] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 14.00% | |||||||||||||||||
Accrued interest due | 68,262 | 55,682 | ||||||||||||||||
Proceeds from related parties | $ 90,000 | |||||||||||||||||
Increase (Decrease) in Property and Other Taxes Payable | $ 67,628 | |||||||||||||||||
Chairman [Member] | ||||||||||||||||||
Secured obligation | 100,000 | |||||||||||||||||
Chairman [Member] | Promissory Note [Member] | ||||||||||||||||||
Secured obligation | $ 200,000 | |||||||||||||||||
Chairman [Member] | Maximum [Member] | ||||||||||||||||||
Secured promissory note | $ 100,000 | |||||||||||||||||
Chairman [Member] | Maximum [Member] | Promissory Note [Member] | ||||||||||||||||||
Secured promissory note | $ 200,000 | |||||||||||||||||
Chairman of Board [Member] | Diamond Head Property [Member] | ||||||||||||||||||
Secured promissory note | 300,000 | |||||||||||||||||
President [Member] | Diamond Head Property [Member] | ||||||||||||||||||
Secured promissory note | 100,000 | |||||||||||||||||
Officers and Directors [Member] | ||||||||||||||||||
Notes payable, related parties | 636,605 | 636,605 | ||||||||||||||||
Principal amount | 722,172 | 635,605 | ||||||||||||||||
Debt Instrument, Unamortized Discount | $ 13,584 | $ 0 |
Notes Payable Due Others (Detai
Notes Payable Due Others (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Nov. 30, 2021 | Jul. 31, 2021 | May 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2021 | Sep. 26, 2014 | |
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||||||||
Proceeds from short-term notes payable | $ 225,000 | $ 100,000 | |||||||||
Debt instrument, original issue discount rate | $ 0 | 13,583 | 0 | ||||||||
Unrelated Lenders [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, original issue discount rate | $ 102,000 | ||||||||||
Unrelated Lenders [Member] | Common Stock [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Call Feature | There is a call for the issuance of a total of 500,000 shares of common stock in connection with the notes and liens, however, no shares have been issued to date. | ||||||||||
Stock Issued During Period, Shares, New Issues | 500,000 | ||||||||||
Liabilities, Fair Value Adjustment | $ 22,050 | ||||||||||
Others [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt discount was amortized to interest expense | 119,369 | ||||||||||
Four Year Note Issued In Settlement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Legal Fees | $ 50,000 | ||||||||||
Debt Instrument, Term | 4 years | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||||||||
Convertible Promissory Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 150,000 | ||||||||||
Three Promissory Notes [Member] | Unrelated Lenders [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | 126,250 | 126,250 | |||||||||
Proceeds from short-term notes payable | $ 100,000 | $ 100,000 | 100,000 | ||||||||
Debt instrument, original issue discount rate | 20,000 | 20,000 | $ 26,250 | 26,250 | |||||||
Debt Instrument, Maturity Date, Description | The notes are non-interest bearing and mature in December 2021, one year after the notes’ issuances | ||||||||||
Three Promissory Notes [Member] | Unrelated Lenders [Member] | Common Stock [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, original issue discount rate | $ 130,115 | $ 372,483 | $ 130,115 | ||||||||
Promissory Note One [Member] | Unrelated Lenders [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 50,000 | $ 25,000 | 70,000 | 70,000 | $ 25,000 | ||||||
Proceeds from short-term notes payable | $ 50,000 | $ 25,000 | |||||||||
Promissory Note Two [Member] | Unrelated Lenders One [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | 25,000 | 25,000 | $ 31,250 | ||||||||
Two Additional Promissory Notes [Member] | Unrelated Lenders [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from short-term notes payable | $ 50,000 | ||||||||||
Debt instrument, original issue discount rate | $ 6,250 | ||||||||||
Promissory Note Three [Member] | Unrelated Lenders Two [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 25,000 | $ 25,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 26, 2014 | |
Related Party Transaction [Line Items] | |||
Debt instrument, interest rate, stated percentage | 4.00% | ||
Monthly base rent | $ 4,534 | ||
[custom:RentExpense-0] | 54,408 | $ 54,408 | |
Associated rental costs | 27,808 | 25,020 | |
Operating Lease, Expense | 82,216 | 79,428 | |
Current And Former Directors [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued directors fees | $ 748,750 | 658,750 | |
President [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued payroll due officers | 3,066,996 | ||
Debt instrument, interest rate, stated percentage | 9.00% | ||
Accrued interest | $ 33,361 | 22,925 | |
Accrued Rent | 483,424 | 401,208 | |
Vice President and Current Chairman of Board of Directors [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued payroll due officers | 121,140 | ||
Management [Member] | |||
Related Party Transaction [Line Items] | |||
Interest expense | 272,360 | 245,360 | |
Accrued interest | 1,612,158 | $ 1,339,799 | |
Director [Member] | |||
Related Party Transaction [Line Items] | |||
Directors fees | $ 15,000 |
Schedule of Fixed Plan and Non-
Schedule of Fixed Plan and Non-plan Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Options, Outstanding, Beginning Balance | 4,555,000 | 3,415,000 |
Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.41 | $ 0.44 |
Options, Granted | 1,290,000 | |
Options, Granted, Weighted Average Exercise Price | $ 0.46 | |
Options, Exercised | ||
Options, Exercised, Weighted Average Exercise Price | ||
Options, Expired | (150,000) | |
Options, Expired, Weighted Average Exercise Price | $ 1.25 | |
Options, Forfeited | ||
Options, Forfeited, Weighted Average Exercise Price | ||
Options, Outstanding, Ending Balance | 4,555,000 | 4,555,000 |
Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.41 | $ 0.41 |
Options, Exercisable, Ending Balance | 4,555,000 | 4,555,000 |
Options, Exercisable, Weighted Average Exercise Price, Ending Balance | $ 0.41 | $ 0.41 |
Schedule of Stock Options Outst
Schedule of Stock Options Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number Outstanding | 4,555,000 | 4,555,000 |
Number of Exercisable Options | 4,555,000 | 4,555,000 |
Exercise Price Range One [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of Exercise Prices | $ 0.19 | $ 0.19 |
Number Outstanding | 2,000,000 | 2,000,000 |
Options Outstanding, Weighted Average Remaining Contractual Life (Yrs) | 2 years | 3 years |
Outstanding Options, Weighted Average Exercise Price | $ 0.19 | $ 0.19 |
Number of Exercisable Options | 2,000,000 | 2,000,000 |
Exercisable Options, Weighted Average Exercise Price | $ 0.19 | $ 0.19 |
Exercise Price Range Two [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of Exercise Prices | $ 0.30 | $ 0.30 |
Number Outstanding | 750,000 | 750,000 |
Options Outstanding, Weighted Average Remaining Contractual Life (Yrs) | 2 years | 3 years |
Outstanding Options, Weighted Average Exercise Price | $ 0.30 | $ 0.30 |
Number of Exercisable Options | 750,000 | 750,000 |
Exercisable Options, Weighted Average Exercise Price | $ 0.30 | $ 0.30 |
Exercise Price Range Three [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of Exercise Prices | $ 0.75 | $ 0.75 |
Number Outstanding | 215,000 | 215,000 |
Options Outstanding, Weighted Average Remaining Contractual Life (Yrs) | 2 years | 3 years |
Outstanding Options, Weighted Average Exercise Price | $ 0.75 | $ 0.75 |
Number of Exercisable Options | 215,000 | 215,000 |
Exercisable Options, Weighted Average Exercise Price | $ 0.75 | $ 0.75 |
Exercise Price Range Four [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of Exercise Prices | $ 1.75 | $ 1.75 |
Number Outstanding | 300,000 | 300,000 |
Options Outstanding, Weighted Average Remaining Contractual Life (Yrs) | 2 years | 3 years |
Outstanding Options, Weighted Average Exercise Price | $ 1.75 | $ 1.75 |
Number of Exercisable Options | 300,000 | 300,000 |
Exercisable Options, Weighted Average Exercise Price | $ 1.75 | $ 1.75 |
Exercise Price Range Five [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of Exercise Prices | $ 0.46 | $ 0.46 |
Number Outstanding | 1,290,000 | 1,290,000 |
Options Outstanding, Weighted Average Remaining Contractual Life (Yrs) | 2 years | 3 years |
Outstanding Options, Weighted Average Exercise Price | $ 0.46 | $ 0.46 |
Number of Exercisable Options | 1,290,000 | 1,290,000 |
Exercisable Options, Weighted Average Exercise Price | $ 0.46 | $ 0.46 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Nov. 09, 2020 | Nov. 06, 2020 | Jan. 03, 2018 | Dec. 19, 1988 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 4,555,000 | 4,555,000 | 3,415,000 | |||||
Stock-based compensation expense | $ 831,000 | |||||||
Shares Issued in Period | 0 | |||||||
Number of options previously granted to purchase of common stock | 1,290,000 | |||||||
Exercise price of options granted | $ 0.46 | |||||||
Exercises in Period | ||||||||
Preferred stock, shares outstanding | 2,086,000 | 2,086,000 | ||||||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | ||||||
Series S Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares outstanding | 926,000 | 926,000 | ||||||
Preferred stock, par or stated value per share | $ 0.01 | |||||||
Preferred stock, redemption terms | 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, 2021. | |||||||
Preferred stock, liquidation preference per share | $ 1.08 | |||||||
Cumulative dividends | $ 315,000 | $ 285,000 | ||||||
Series S-NR Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares outstanding | 900,000 | 900,000 | ||||||
Preferred stock, par or stated value per share | $ 0.01 | |||||||
Preferred stock, liquidation preference per share | $ 1.11 | |||||||
Non-cumulative dividends in arrears | $ 315,000 | $ 285,000 | ||||||
Series S-PIK Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares outstanding | 260,000 | 260,000 | ||||||
Preferred stock, par or stated value per share | $ 0.001 | |||||||
Preferred stock, liquidation preference per share | $ 2 | |||||||
Cumulative dividends | $ 436,800 | $ 395,200 | ||||||
Convertible preferred stock, terms of conversion | 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. | |||||||
Conversion of stock shares converted | 0 | 0 | ||||||
Preferred stock, dividend rate, per-dollar-amount | $ 0.04 | |||||||
Stock Option Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock-based compensation expense | $ 573,000 | |||||||
Shares Issued in Period | 0 | |||||||
Number of shares purchase stock options granted | 1,000,000 | |||||||
Common stock reserved shares for issuance | 1,000,000 | |||||||
Expiration Period | 10 years | |||||||
Exercises in Period | 0 | |||||||
Stock Option Plan [Member] | Minimum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, exercise options percentage | 100.00% | |||||||
2020 Grants [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock-based compensation expense | $ 258,000 | |||||||
Director [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based compensation non option plan extended date description | the Board of Directors voted to extend 2,965,000 of these outstanding options from December 31, 2020 to December 31, 2023. Accordingly, 150,000 of these 3,115,000 options expired at December 31, 2020. | |||||||
Six Current Directors and Three Officers [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of options previously granted to purchase of common stock | 1,290,000 | |||||||
Exercise price of options granted | $ 0.46 | |||||||
Options expiration date | Dec. 31, 2023 | |||||||
Martin Blount [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of options previously granted to purchase of common stock | 200,000 | |||||||
Daniel Burstyn [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of options previously granted to purchase of common stock | 40,000 | |||||||
Robert Crow [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of options previously granted to purchase of common stock | 100,000 | |||||||
Benjamin Harrell [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of options previously granted to purchase of common stock | 360,000 | |||||||
Gregory Harrison [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of options previously granted to purchase of common stock | 450,000 | |||||||
Deborah Vitale [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of options previously granted to purchase of common stock | 140,000 | |||||||
Board of Directors Chairman [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based compensation non option plan extended date description | extend from March 13, 2018 to December 31, 2020 | |||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 3,115,000 | |||||||
Stock-based compensation expense | $ 21,570 |
Employee Stock Ownership Plan (
Employee Stock Ownership Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair market value, shares | 1,829,555 | |
Fair market value | $ 457,389 | |
Shares repurchased during period, value | ||
Pledge Agreement [Member] | ||
Shares repurchased during period, shares | 79,545 | 79,545 |
Shares repurchased during period, value | $ 19,886 | $ 16,704 |
Employee Stock Ownership Plan [Member] | ||
Equity ownership percentage | 8.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 9,000,000 | |
Tax Credit Carryforward, Limitations on Use | expire during various periods through 2041 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |
Deferred Tax Assets, Valuation Allowance | $ 1,900,000 | $ 2,200,000 |
Effective Income Tax Rate Reconciliation, Percent | 0.00% | |
Deferred Tax Assets, Net of Valuation Allowance | $ 0 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 262,000 | $ 249,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Sep. 26, 2014USD ($) | Nov. 30, 2021USD ($)shares | Jul. 31, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Apr. 30, 2021USD ($)shares | Dec. 31, 2021USD ($) | Feb. 17, 2021USD ($) | Jan. 26, 2021USD ($) | Dec. 31, 2020USD ($) | Aug. 21, 2018USD ($) | Dec. 16, 2016USD ($) | Dec. 31, 2014USD ($) | Mar. 31, 2014USD ($) |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Other Accrued Liabilities, Current | $ 223,061 | $ 378,200 | |||||||||||
Employee Stock Ownership Plan [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Other Accrued Liabilities, Current | $ 312,600 | 220,750 | |||||||||||
Notes Payable Principal Due [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Debt instrument, face amount | $ 137,500 | ||||||||||||
Fourth Lien [Member] | President [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Debt instrument, face amount | $ 2,000,000 | ||||||||||||
Fifth Lien [Member] | Director [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Debt instrument, face amount | $ 658,750 | ||||||||||||
Second Lien [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Amount owed | $ 250,000 | ||||||||||||
Diamond Head Property [Member] | Fourth Lien [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Amount owed | $ 2,000,000 | ||||||||||||
Diamond Head Property [Member] | Fifth Lien [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Amount owed | $ 658,750 | ||||||||||||
Diamond Head Property [Member] | Six Lien [Member] | Lender [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Debt instrument, face amount | $ 252,500 | ||||||||||||
Number of shares issuable | shares | 250,000 | ||||||||||||
Diamond Head Property [Member] | Twelfth and Thirteenth Lien [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Debt instrument, face amount | $ 50,000 | ||||||||||||
Number of shares issuable | shares | 100,000 | ||||||||||||
Diamond Head Property [Member] | Sixteenth Lien [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Debt instrument, face amount | $ 50,000 | ||||||||||||
Number of shares issuable | shares | 100,000 | ||||||||||||
Diamond Head Property [Member] | Seventeenth Lien [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Debt instrument, face amount | $ 25,000 | ||||||||||||
Number of shares issuable | shares | 50,000 | ||||||||||||
Diamond Head Property [Member] | Eighteenth Lien [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Debt instrument, face amount | $ 50,000 | ||||||||||||
Number of shares issuable | shares | 100,000 | ||||||||||||
Third Lien [Member] | Diamond Head Property [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Amount owed | $ 400,000 | ||||||||||||
Board of Directors Chairman [Member] | Diamond Head Property [Member] | Fourteenth Lien [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Notes Payable | $ 150,000 | ||||||||||||
Board of Directors Chairman [Member] | Diamond Head Property [Member] | Fifteenth Lien [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Notes Payable | $ 100,000 | ||||||||||||
Casinos Austria Maritime Corporation [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Other Commitments, Description | On June 19, 1993, two subsidiaries of the Company, Casino World Inc. and Mississippi Gaming Corporation, entered into a Management Agreement with Casinos Austria Maritime Corporation (CAMC). Subject to certain conditions, under the Management Agreement, CAMC would operate, on an exclusive basis, all of the Company’s proposed dockside gaming casinos in the State of Mississippi, including any operation fifty percent (50%) or more of which is owned by the Company or its affiliates. Unless terminated earlier pursuant to the provisions of the Agreement, the Agreement terminates five years from the first day of actual Mississippi gaming operations and provides for the payment of an annual operational term management fee of 1.2% of all gross gaming revenues between zero and $100,000,000; plus 0.75% of gross gaming revenue between $100,000,000 and $140,000,000; plus 0.5% of gross gaming revenue above $140,000,000; plus two percent of the net gaming revenue between zero and $25,000,000; plus three percent of the net gaming revenue above twenty-five million dollars $25,000,000. The Company believes this Agreement is no longer in effect. However, there can be no assurance that CAMC will not attempt to maintain otherwise which would lead to litigation. | ||||||||||||
Collateralized Convertible Senior Debentures [Member] | Investors Lien [Member] | Mississippi Property [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Secure principal and interest amount due | $ 1,850,000 | ||||||||||||
Collateralized Convertible Senior Debentures [Member] | Executives Lien [Member] | Mississippi Property [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Amount owed | $ 2,000,000 | ||||||||||||
Collateralized Convertible Senior Debentures [Member] | Tranche 1 [Member] | Investors Lien [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Debt instrument, face amount | $ 1,000,000 | ||||||||||||
Collateralized Convertible Senior Debentures [Member] | Tranche 2 [Member] | Investors Lien [Member] | |||||||||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||||||||||||
Debt instrument, face amount | $ 850,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | |||
Mar. 31, 2022 | Feb. 04, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||
Shares of common stock issued | 39,052,472 | 39,052,472 | ||
Subsequent Event [Member] | Mississippi Property [Member] | ||||
Subsequent Event [Line Items] | ||||
Taxes payable | $ 60,436 | |||
Additional loan amount | 19,564 | |||
Principal amount | $ 80,000 | |||
Number of stock issued | 160,000 | |||
Repayment of related party debt | $ 80,000 | |||
Subsequent Event [Member] | Mississippi Property [Member] | Secured Promissory Notes One [Member] | ||||
Subsequent Event [Line Items] | ||||
Principal amount | $ 40,000 | |||
Number of stock issued | 80,000 | |||
Subsequent Event [Member] | Mississippi Property [Member] | Secured Promissory Notes Two [Member] | ||||
Subsequent Event [Line Items] | ||||
Principal amount | $ 40,000 | |||
Number of stock issued | 80,000 | |||
Subsequent Event [Member] | Mr. Harrison [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares of common stock issued | 35,000 |