Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 0-17529 | |
Entity Registrant Name | DIAMONDHEAD CASINO CORPORATION | |
Entity Central Index Key | 0000844887 | |
Entity Tax Identification Number | 59-2935476 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1013 Princess Street | |
Entity Address, City or Town | Alexandria | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22314 | |
City Area Code | 703 | |
Local Phone Number | 683-6800 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 36,297,576 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 15,089 | $ 55,885 |
Total current assets | 15,089 | 55,885 |
Land (Note 3) | 5,476,097 | 5,476,097 |
Other assets | 80 | 80 |
Total assets | 5,491,266 | 5,532,062 |
Current liabilities: | ||
Accounts payable and accrued expenses due related parties (Note 4) | $ 7,753,132 | $ 7,462,182 |
Accounts Payable, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Accounts payable and accrued expenses - others (Note 4) | $ 5,063,114 | $ 4,918,538 |
Convertible notes and line of credit payable (Note 5) | 1,962,500 | 1,962,500 |
Debenture payable (Note 6) | 50,000 | 50,000 |
Convertible debenture payable (Note 6) | 1,800,000 | 1,800,000 |
Short term notes and interest bearing advance (Note 7) | 80,504 | 80,504 |
Notes payable due related parties (net of unamortized debt discount of $17,699 and $0, respectively) (Note 8) | 727,952 | $ 720,651 |
Notes Payable, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | |
Notes payable due others (net of unamortized debt discount of $2,703 and $24,937, respectively) (Note 9) | 554,797 | $ 532,563 |
Total liabilities | 17,991,999 | 17,526,938 |
Commitments and contingencies (Notes 3 and 11) | ||
Stockholders’ deficit: | ||
Preferred stock, $0.01 par value; shares authorized 5,000,000, outstanding 2,086,000 at March 31, 2023 and December 31, 2022 (aggregate liquidation preference of $2,519,080 at March 31, 2023 and December 31, 2022) | 20,860 | 20,860 |
Common stock, $0.001 par value; shares authorized 50,000,000, issued: 39,052,472 at March 31, 2023 and December 31 2022, outstanding: 36,297,576 at March 31, 2023 and December 31, 2022 | 39,052 | 39,052 |
Additional paid-in capital | 36,139,578 | 36,122,078 |
Unearned ESOP shares | (2,609,264) | (2,609,264) |
Accumulated deficit | (45,874,732) | (45,351,375) |
Treasury stock, at cost, 1,004,886 shares at March 31, 2023 and December 31, 2022 | (216,227) | (216,227) |
Total stockholders’ deficit | (12,500,733) | (11,994,876) |
Total liabilities and stockholders’ deficit | $ 5,491,266 | $ 5,532,062 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Debt instrument unamortized discount | $ 17,699 | $ 0 |
Debt instrument unamortized discount premium net | $ 2,703 | $ 24,937 |
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 2,086,000 | 2,086,000 |
Preferred stock liquidation preference value | $ 2,519,080 | $ 2,519,080 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 39,052,472 | 39,052,472 |
Common stock, shares outstanding | 36,297,576 | 36,297,576 |
Treasury stock, shares | 1,004,886 | 1,004,886 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
COSTS AND EXPENSES | ||
Administrative and general | $ 200,293 | $ 183,984 |
Other | 16,912 | 17,363 |
Total costs and expenses | 217,205 | 201,347 |
Interest expense: | ||
Related parties | $ 171,703 | $ 156,785 |
Interest Expense, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Other | $ 109,049 | $ 113,390 |
Total other expense | 280,752 | 270,175 |
NET LOSS | (497,957) | (471,522) |
PREFERRED STOCK DIVIDENDS | (25,400) | (25,400) |
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS | $ (523,357) | $ (496,922) |
Weighted average common shares outstanding - basic and diluted | 36,297,576 | 36,297,576 |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.01) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Balances | $ (11,994,876) | $ (10,147,151) |
Common stock to be issued in connection with notes payable - related parties | 17,500 | 64,000 |
Stock-based compensation | 11,480 | |
Dividends | (25,400) | (25,400) |
Net loss | (497,957) | (471,522) |
Balances | (12,500,733) | (10,568,593) |
Preferred Stock [Member] | ||
Balances | $ 20,860 | $ 20,860 |
Balance, shares | 2,086,000 | 2,086,000 |
Common stock to be issued in connection with notes payable - related parties | ||
Stock-based compensation | ||
Dividends | ||
Net loss | ||
Balances | $ 20,860 | $ 20,860 |
Balance, shares | 2,086,000 | 2,086,000 |
Common Stock [Member] | ||
Balances | $ 39,052 | $ 39,052 |
Balance, shares | 39,052,472 | 39,052,472 |
Common stock to be issued in connection with notes payable - related parties | ||
Stock-based compensation | ||
Dividends | ||
Net loss | ||
Balances | $ 39,052 | $ 39,052 |
Balance, shares | 39,052,472 | 39,052,472 |
Additional Paid-in Capital [Member] | ||
Balances | $ 36,122,078 | $ 36,100,973 |
Common stock to be issued in connection with notes payable - related parties | 17,500 | 64,000 |
Stock-based compensation | 11,480 | |
Dividends | ||
Net loss | ||
Balances | 36,139,578 | 36,176,453 |
Unearned ESOP [Member] | ||
Balances | $ (2,609,264) | $ (2,727,866) |
Balance, shares | 1,750,010 | 1,829,555 |
Stock-based compensation | ||
Dividends | ||
Net loss | ||
Balances | $ (2,609,264) | $ (2,727,866) |
Balance, shares | 1,750,010 | 1,829,555 |
Retained Earnings [Member] | ||
Balances | $ (45,351,375) | $ (43,394,070) |
Common stock to be issued in connection with notes payable - related parties | ||
Stock-based compensation | ||
Dividends | (25,400) | (25,400) |
Net loss | (497,957) | (471,522) |
Balances | (45,874,732) | (43,890,992) |
Treasury Stock, Common [Member] | ||
Balances | $ (216,227) | $ (186,000) |
Balance, shares | 1,004,886 | 925,341 |
Stock-based compensation | ||
Dividends | ||
Net loss | ||
Balances | $ (216,227) | $ (186,000) |
Balance, shares | 1,004,886 | 925,341 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (497,957) | $ (471,522) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization | 24,535 | 38,715 |
Stock-based compensation | 11,480 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses - related parties | 265,550 | 255,263 |
Accounts payable and accrued expenses - other | 144,576 | 82,565 |
Net cash used in operating activities | (63,296) | (83,499) |
Cash flows from financing activities: | ||
Proceeds from note payable - others | 80,000 | |
Proceeds from non-interest bearing advances from related parties | 22,500 | |
Net cash provided by financing activities | 22,500 | 80,000 |
Net decrease in cash | (40,796) | (3,499) |
Cash at beginning of period | 55,885 | 82,091 |
Cash at end of period | 15,089 | 78,592 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Supplemental disclosure of non-cash financing activities: | ||
Common stock to be issued in connection with notes payable - related parties | 17,500 | |
Unpaid preferred stock dividends in accounts payable and accrued expenses | $ 25,400 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Note 1. Organization and Business Diamondhead Casino Corporation (the “Company”) owns, through its wholly-owned subsidiary, Mississippi Gaming Corporation, an approximate 400-acre undeveloped property located at 7051 Interstate 10, Diamondhead, Mississippi 39525 (hereafter “the Diamondhead Property” or “the Property”). The Company’s intent was and is to construct a casino resort and other amenities on the Property unilaterally or in conjunction with one or more joint venture partners. However, the Company has been unable, to date, to obtain financing to move the project forward and/or enter into a joint venture partnership. There can be no assurance that the substantial funds required for the design and construction of the project can be obtained or that such funds can be obtained on acceptable terms. In addition, the Company has been unable to obtain financing to sustain the Company. Due to its lack of financial resources, the Company was forced to explore other alternatives, including a sale of part or all of the Property. The Company’s preference is to sell only part of the Property inasmuch as this would appear to be in the best interest of the stockholders of the Company. However, there can be no assurance the Company will be able to sell only part of the Property. The Company intends to continue to pursue a joint venture partnership and/or other financing while seeking a viable purchaser for part or all of the Property. Finally, there can be no assurance that if the requisite financing for the project were obtained and the project were constructed, that the project would be successful. |
Liquidity and Going Concern
Liquidity and Going Concern | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | Note 2. Liquidity and Going Concern These unaudited condensed consolidated financial statements have been prepared on the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses over the past several years, has no operations, generates no operating revenues, and as reflected in the accompanying unaudited condensed consolidated financial statements, incurred a net loss applicable to common stockholders $ 523,357 496,922 45,874,732 The Company has had no operations since it ended its gambling cruise ship operations in 2000. Since that time, the Company has concentrated its efforts on the development of its Diamondhead, Mississippi property. That development is dependent upon the Company obtaining the necessary capital, through either equity and/or debt financing, unilaterally or in conjunction with one or more partners, to master plan, design, obtain permits for, construct, open, and operate a casino resort. In the past, in order to raise capital to continue to pay on-going costs and expenses, the Company has borrowed funds, through Private Placements of convertible instruments as well as through other secured notes which are more fully described in Notes 5 through 9 to these unaudited condensed consolidated financial statements. The Company is in default with respect to payment of both principal and interest under the terms of most of these instruments. In addition, at March 31, 2023, the Company had $ 12,816,246 15,089 The above conditions raise substantial doubt as to the Company’s ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements and, in our opinion, reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the three months ended March 31, 2023, are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2022, attached to our annual report on Form 10-K. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Diamondhead Casino Corporation and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Land Land held for development is carried at cost. Costs directly related to site development, such as licensing, permitting, engineering, and other costs, are capitalized. Schedule of Land Development Cost Capitalized Land $ 4,934,323 Licenses 77,000 Engineering and costs associated with permitting 464,774 $ 5,476,097 Fair Value Measurements The Company follows the provisions of ASC Topic 820 “Fair Value Measurements” for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. The standard discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The standard utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Input other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable input that reflects management’s own assumptions. Financial instruments included in current assets and liabilities are reported at carrying value in the unaudited condensed consolidated balance sheets, which approximate fair value due to their short-term nature. Long-Lived Assets The Company reviews long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The recoverability of long-lived assets is measured by comparing the carrying amount of the assets to the estimated undiscounted future cash flows projected to be generated by the assets. If such assets are considered impaired, the impairment to be recognized is measured by the amount the carrying value exceeds the fair value of such assets determined by appraisal, discounted cash flow projections, or other means. As of March 31, 2023, there was a triggering event due to recurring losses and an impairment test was conducted. However, the fair value of the long-lived assets exceeded the carrying value and the Company determined that no impairment existed at March 31, 2023. Net Loss per Common Share Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share is calculated by using the weighted average number of common shares outstanding, plus other potentially dilutive securities. Potentially dilutive securities are excluded from the computation of diluted loss per shares since their effect would be antidilutive. Common shares outstanding consist of issued shares, including allocated and committed shares held by the ESOP trust, less shares held in treasury. Common shares outstanding excludes the 910,000 35,000 5,055,555 The table below summarizes the components of potential dilutive securities at March 31, 2023 and 2022. Schedule of Components of Potential Dilutive Securities March 31, March 31, Description 2023 2022 Convertible Preferred Stock 260,000 260,000 Options to Purchase Common Shares 4,555,000 4,555,000 Total 4,815,000 4,815,000 Recently Adopted Accounting Pronouncements In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841) Recently Issued Accounting Pronouncements Not Yet Adopted On March 27, 2023, the FASB issued ASU 2023-01, which amends certain provisions of ASC 842 that apply to arrangements between related parties under common control. Specifically, the ASU: ● Offers private companies, as well as not-for-profit entities that are not conduit bond obligors, a practical expedient that gives them the option of using the written terms and conditions of a common-control arrangement when determining whether a lease exists and the subsequent accounting for the lease, including the lease’s classification ● Amends the accounting for leasehold improvements in common-control arrangements for all entities. The ASU is effective for fiscal years beginning after December 15, 2023. The Company has not completed its assessment of the standard but does not expect the adoption to have a material impact on the Company’s unaudited condensed consolidated financial position, results of operations, or cash flows. No other recent accounting pronouncements were issued by FASB that are believed by management to have a material impact on the Company’s present or future financial statements. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 4 Accounts Payable and Accrued Expenses The table below outlines the elements included in accounts payable and accrued expenses at March 31, 2023 and December 31, 2022: Schedule of Accounts Payable and Accrued Expenses March 31, December 31, 2023 2022 Related parties: Accrued payroll due officers $ 3,644,712 $ 3,569,711 Accrued interest due officers and directors 2,639,546 2,467,844 Accrued director fees 861,250 838,750 Base rents due to the President 416,876 403,274 Associated rental costs 173,440 165,295 Other 17,308 17,308 Total related parties $ 7,753,132 $ 7,462,182 Non-related parties: Accrued interest $ 2,926,035 $ 2,841,520 Accrued dividends 1,193,800 1,168,400 Accrued fines and penalties 476,375 444,875 Other 466,904 463,743 Total non-related parties $ 5,063,114 $ 4,918,538 |
Convertible Notes and Line of C
Convertible Notes and Line of Credit | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Notes And Line Of Credit | |
Convertible Notes and Line of Credit | Note 5. Convertible Notes and Line of Credit Line of Credit In 2008, the Company entered into an agreement with an unrelated third party for an unsecured Line of Credit up to a maximum of $ 1,000,000 9 November 1, 2012 50,000 1.75 250,000 1.75 2,235,367 2,213,422 Convertible Notes The Convertible Notes issued pursuant to the two Private Placements discussed above total $ 962,500 486,796 962,500 1,072,013 1,043,547 The table below summarizes the Company’s debt arising from the above-described sources as of March 31, 2023 and December 31, 2022: Schedule of Convertible Notes Payable March 31, 2023 December 31, 2022 Private placements - March 1, 2010* $ 475,000 $ 475,000 Private placements - October 25, 2010 487,500 487,500 $ 962,500 $ 962,500 * Of the 2010 placements above, $ 75,000 |
Convertible Debentures
Convertible Debentures | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Debentures | Note 6. Convertible Debentures Pursuant to a Private Placement Memorandum dated February 14, 2014 (the “Private Placement”), the Company offered up to a maximum of $ 3,000,000 3,000,000 4 matured six years from the date of issuance (a) $ 1,000,000 3,333,333 .30 (b) $ 1,000,000 2,222,222 .45 (c) $ 1,000,000 1,818,182 1,333,333 .55 .75 The conversion rights on each issued Debenture carried an Anti-Dilution Provision. If the Company issued any shares of Common Stock or other securities after March 31, 2014 at a price per security that was less than the conversion price of a Debenture, then the Debenture would have had a new conversion price equal to the price per security that was less than the Conversion Price of the Debenture. The foregoing provision did not apply to the following: (a) The issuance of any of the other Debentures in the Offering or the issuance of shares of Common Stock upon conversion of any of the Debentures in the Offering. (b) The issuance of any shares of Common Stock if such issuance relates to an agreement, arrangement or grant to issue shares of Common Stock entered into by the Company prior to the Issue Date of the First Tranche Debentures in the Offering, including but not limited to, for example, previously issued convertible promissory notes, previously issued warrants, previously issued options to purchase Common Stock, or common stock vested or to be issued pursuant to a pre-existing Employee Stock Ownership Plan. The Anti-Dilution Provisions with respect to a Debenture terminate the earlier of (a) the date (if ever) the Company receives an “Approval to Proceed” from the Mississippi Gaming Commission to develop a casino/hotel on the Property, (b) the date on which the Debenture is converted in full, (c) the date on which the Debenture is paid in full, or (d) the Final Maturity Date of the Debenture (as defined in the Debenture). Since the issuance of the Debentures, there have been no events that would trigger the above anti-dilution provisions. The First Tranche Debentures were issued on March 31, 2014. The Final Maturity Date of the First Tranche Debentures was six years from the issuance date of the Debentures, or March 31, 2020. Therefore, the anti-dilution provisions of the First Tranche Debentures have expired. The Second Tranche Debentures were issued on December 31, 2014. The Final Maturity Date of the Second Tranche Debentures was six years from the issuance date of the Debentures, or December 31, 2020. Therefore, the anti-dilution provisions of the Second Tranche Debentures have expired. When originally issued, in the event the Company failed to meet the conditions for conversion of the Debentures, the First Tranche Convertible Debentures, which total $ 950,000 , would have been due on March 31, 2020 and the Second Tranche Convertible Debentures, which total $ 850,000 , would have been due December 31, 2020. The sole remaining non-convertible Debenture in the amount of $ 50,000 would have been due March 31, 2020. However, the Company is in default with respect to interest payments due under the Debenture agreements in the amount of $ 427,081 and as a result, the Debentures payable are reported as current liabilities. Certain Debenture holders sued the Company for failing to make payments due under the terms of the Debentures and the case was settled. In or about December 2022, the parties entered into an Amendment to Settlement Agreement. The Amendment provides, in pertinent part, as follows: that on or before March 31, 2023, the Plaintiffs would be paid the principal due under their debentures of $ 1.5 4% 6% 8% 175,000 50,000 1.5 650,979 617,733 |
Short Term Notes and Interest-B
Short Term Notes and Interest-Bearing Advance | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Short Term Notes and Interest-Bearing Advance | Note 7. Short Term Notes and Interest-Bearing Advance Promissory Notes On June 9, 2017, the Company entered into a Promissory Note with an unrelated lender in exchange for proceeds in the amount of $ 15,000 12.5 June 9, 2019 10,916 10,443 Bank Credit Facility Wells Fargo Bank provided an unsecured credit facility of up to $ 15,000 11.24 24.99 18,004 Interest Bearing Advances In 2016, the Company received cash advances totaling $ 47,500 22,500 four years 8 16,400 14,200 On February 2, 2017, the Company borrowed $ 25,000 12.5 3 19,280 18,493 Of the amounts discussed above, $ 80,504 |
Current Notes Payable Due Relat
Current Notes Payable Due Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Current Notes Payable Due Related Parties | |
Current Notes Payable Due Related Parties | Note 8. Current Notes Payable Due Related Parties In 2016, the Company received cash advances totaling $ 47,500 25,000 four years 8 16,000 14,000 In the third quarter of 2016, the Chairman of the Board of Directors of the Company loaned the Company $ 90,000 14 four years 84,058 80,882 In July 2017, at the request of the Company, the current Chairman of the Board of Directors, who is also a Vice President of the Company (“the Chairman”), paid all property taxes due, together with all interest due thereon, to Hancock County, Mississippi on an approximate 400 67,628 The Chairman is one of the secured parties under that Land Deed of Trust recorded on September 26, 2014 in Hancock County, Mississippi, to secure Tranche I and Tranche II Debentures issued by the Company in 2014. Under paragraph 5 of the Land Deed of Trust, a secured party who advances sums for taxes due on the Property is secured by the same Land Deed of Trust, but only at that interest rate specified in the note representing the primary indebtedness, namely 4 The Chairman advanced the $ 67,628 4 11 0 35,000 100,000 100,000 67,481 59,360 In March of 2018, the Board of Directors voted to increase up to an additional $ 200,000 (i) the advance constitutes a lien on the Property with interest at 15% per annum; (ii) that the full interest of 15% per annum is payable during any calendar year in which all or part of the amount advanced is due and owing or interest due thereon remains unpaid; (iii) that this debt be evidenced by a separate promissory note and is to be included in and secured with a third lien that is to be placed on the Diamondhead Property to secure previous advances made to the Company (hereafter “the Third Lien”); (iv) that he be indemnified for any losses sustained on the sale of his common stock in an unrelated publicly-traded company to be sold to cover this advance based on a sales price of approximately $2.80 per share with a cap on the maximum loss per share to be at a sales price of $10.00 per share; and (v) that the Chairman’s previous indemnification approved by the Board of Directors on July 24, 2017 with respect to any loss on the sale of the same stock also be capped at a maximum of $10.00 per share. The Chairman identified the common stock sold and provided the Company with the documentation required to document the sale of said stock and to calculate the loss, if any, on said stock 35,000 200,000 200,000 In November of 2018, the Board of Directors voted to increase up to an additional $ 100,000 200,000 In July 2020, the Chairman of the Board of the Company paid a total of $ 67,076 400 1,573 150,000 In May 2021, the Chairman of the Board of the Company paid a total of $ 62,610 400 1,468 100,000 On May 30, 2021, the Chairman of the Board of the Company loaned the Company $ 50,000 50,000 100,000 33,500 On February 17, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principal amount of $ 25,000 50,000 17,500 2,301 As of March 31, 2023, the Chairman had advanced a total of $ 467,953 16,250 349,415 279,754 On July 24, 2017, the President of the Company, who is a Director of the Company, agreed to advance the Company up to $ 20,000 100,000 interest of 15% per annum on the amount advanced and owing and that the full 15% interest per annum is payable during any calendar year in which all or part of the amount advanced and owing or interest due thereon remains unpaid; (ii) the obligation in the maximum principal amount of $100,000 with interest due thereon be treated as a secured debt of the Company, to be evidenced by a separate note and to be secured with a separate lien to be placed on the Diamondhead Property (“the Third Lien”) together with the Chairman’s Third Lien, as well as a first lien to be placed on the residential lot owned by the Company; (iii) that the Third Lien on the Diamondhead Property also include the two loans ($ 25,000 15,000 15,000 As of March 31, 2023, the President had advanced a total of $ 23,620 49,949 25,000 15,000 18,000 100,000 100,000 50,655 41,409 The third lien placed on the Diamondhead Property, which secures the above three promissory notes, totals up to $ 400,000 300,000 100,000 The principal balance of the notes payable due to the officers and directors discussed above was $ 727,952 17,699 $ 720,651 0 |
Notes Payable Due Others
Notes Payable Due Others | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable Due Others | Note 9. Notes Payable Due Others In October 2017, the Company entered into a settlement with a holder of $ 150,000 50,000 four 0 In December 2020, the Company entered into three promissory notes with unrelated lenders in exchange for an aggregate principal amount of $ 126,250 100,000 26,250 The notes are non-interest bearing and matured in December 2021, one year after the notes’ issuances. These notes are currently in default In January and February 2021, the Company entered into two additional promissory notes with unrelated lenders in exchange for a principal amount of $ 25,000 31,250 50,000 6,250 In April and May 2021, the Company entered into three additional promissory notes with unrelated lenders in exchange for a principal amount of $ 70,000 25,000 25,000 100,000 20,000 In July 2021, the Company entered into an additional promissory note with an unrelated lender in exchange for a principal amount of $ 25,000 25,000 In November 2021, the Company entered into an additional promissory note with an unrelated lender in exchange for a principal amount of $ 50,000 50,000 In March 2022, unrelated third parties paid a total of $ 60,436 19,564 80,000 80,000 40,000 80,000 40,000 80,000 160,000 In April 2022, the Company entered into an additional promissory note with an unrelated lender in exchange for a principal amount of $ 50,000 50,000 From April 2021 to June 2022, thirteen liens were placed on the Property to secure these notes. There is a call for the issuance of a total of 760,000 22,050 102,000 98,000 During the three months ended March 31, 2023 and 2022, $ 22,234 30,271 554,797 532,563 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10. Related Party Transactions As of March 31, 2023, the President of the Company is owed deferred salary in the amount of $ 3,441,996 121,140 9 77,963 71,305 1,989,506 1,781,809 The Company has a month-to-month lease with the President and then-Chairman of the Board of Directors of the Company, for office space owned by the President in Alexandria, Virginia. The lease calls for monthly base rent in the amount of $ 4,534 Rent expense associated with this lease amounted to base rent in the amount of $ 13,602 8,145 21,747 13,602 7,408 21,010 for the three months ended March 31, 2022. No payments associated with the base rents were made in three months ended March 31, 2023. At March 31, 2023 and December 31, 2022, amounts owing for base rent and associated rental costs totaled $ 5 90,316 568,569 Directors of the Company are entitled to a director’s fee of $ 15,000 861,250 838,750 On February 4, 2022, the Board of Directors entered into an agreement with Mr. Harrison, the Chairman of the Board of Directors, to issue 35,000 On February 17, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principal amount of $ 25,000 50,000 See Notes 4, 5, 7, 8 and 11 for other related party transactions. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Liens As of March 31, 2023, there were twenty-one liens on the Company’s Diamondhead, Mississippi Property as follows: The Company’s obligations under the First Tranche Collateralized Convertible Senior Debentures are secured by a first lien on the Company’s Diamondhead, Mississippi property (the “Investors Lien”). On March 31, 2014, the Company issued $ 1 850,000 1,850,000 pari passu 2,000,000 On December 16, 2016, the Company filed a second lien on the Diamondhead Property in the maximum amount of $ 250,000 137,500 On August 21, 2018, the Company filed a third lien on the Diamondhead Property for up to $ 400,000 On January 26, 2021, a fourth lien in the amount of $ 2,000,000 2,000,000 On February 17, 2021, a fifth lien in the amount of $ 658,750 658,750 In April 2021, six liens were placed on the Property to secure six non-interest-bearing notes payable to be issued to six lenders bringing total liens on the Property to eleven. The six notes issued total $ 252,500 250,000 In June 2021, a twelfth and thirteenth lien were placed on the Property to secure two non-interest bearing notes issued in May of 2021 which total $ 50,000 100,000 In July 2021, the Company placed a fourteenth lien on the Property to secure a promissory note in the amount of $ 150,000 In July 2021, the Company placed a fifteenth lien on the Property to secure a promissory note in the amount of $ 100,000 In July 2021, the Company placed a sixteenth lien on the Property to secure a non-interest bearing note issued to the Chairman in May 2021 which totals $ 50,000 100,000 In July 2021, the Company placed a seventeenth lien on the Property to secure a non-interest bearing note issued to a lender, which totals $ 25,000 50,000 In November 2021, an eighteenth lien was placed on the Property to secure a non-interest bearing note issued in November 2021 which totals $ 50,000 100,000 In March 2022, a nineteenth and twentieth lien were placed on the Property to secure two non-interest bearing notes issued in March of 2022 which total $ 80,000 160,000 In May 2022, a twenty-first lien was placed on the Property to secure a non-interest bearing note issued in April of 2022 which totals $ 50,000 100,000 Other The Company is currently delinquent in filing those documents and forms required to be filed in connection with its Employee Stock Ownership Plan (“ESOP”) for the year ended December 31, 2022, 2021, 2020, 2019, 2018, 2017, 2016 and 2015. The Company did not have the funds to pay professionals to prepare, audit and file these documents and forms when due. Although these required filings normally do not result in any tax due to an agency of the government, the Company could be subject to significant penalties for failure to file these forms when due. Penalties are assessed by the Department of Labor on a per diem basis from the original due dates for the required informational filings until the filings are actually made. The Company has accrued $ 476,375 429,750 The Company and its subsidiaries file their federal tax return on a consolidated basis. The Company has not filed its consolidated federal tax returns for the years ended December 31, 2022, 2021, 2020, 2019, 2018, 2017 and 2016. The Company believes no tax will be due with these federal returns. The Company has not filed its annual reports together with its franchise tax due with the state of Delaware for 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 2022, 2021, 2020, 2019, 2018, 2017 and 2016. Mississippi Gaming Corporation has not filed its corporate income and franchise tax returns, together with the tax due, with the state of Mississippi for 2022, 2021, 2020, 2019, or 2018. Casino World, Inc. has not filed its corporate income and franchise tax returns, together with the tax due, with the state of Mississippi for 2022, 2021, 2020, 2019, 2018, 2017 and 2016. As of March 31, 2022, the accrued franchise taxes for Delaware and Mississippi totaled $ 15,125 Management Agreement On June 19, 1993, two subsidiaries of the Company, Casino World Inc. and Mississippi Gaming Corporation, entered into a Management Agreement with Casinos Austria Maritime Corporation (CAMC). Subject to certain conditions, under the Management Agreement, CAMC would operate, on an exclusive basis, all of the Company’s proposed dockside gaming casinos in the State of Mississippi, including any operation fifty percent (50%) or more of which is owned by the Company or its affiliates. Unless terminated earlier pursuant to the provisions of the Agreement, the Agreement terminates five years from the first day of actual Mississippi gaming operations and provides for the payment of an annual operational term management fee of 1.2% of all gross gaming revenues between zero and $100,000,000; plus 0.75% of gross gaming revenue between $100,000,000 and $140,000,000; plus 0.5% of gross gaming revenue above $140,000,000; plus two percent of the net gaming revenue between zero and $25,000,000; plus three percent of the net gaming revenue above twenty-five million dollars $25,000,000. The Company believes this Agreement is no longer in effect. However, there can be no assurance that CAMC will not attempt to maintain otherwise which would lead to litigation. Letter of Intent with an Unrelated Third Party On March 31, 2023, the Company entered into a Letter of Intent with an unrelated third party. The Agreement provides for purchases of Common Stock of Diamondhead Casino Corporation and purchases of Common Stock of its wholly-owned subsidiary, Mississippi Gaming Corporation. Mississippi Gaming Corporation The Letter of Intent provides that the Purchaser will purchase a total of 4.5 10 6,000,000 1) On or before April 15, 2023, the Purchaser will purchase five percent of the total Common Stock of Mississippi Gaming Corporation for $ 3,000,000 2.25 2) On or before June 30, 2023, the Purchaser will purchase an additional five percent of the total authorized Common Stock of Mississippi Gaming Corporation for $ 3,000,000 2.25 The Purchaser will have the right to nominate two directors to the Board of Directors of Mississippi Gaming Corporation. The current Board of Directors of Mississippi Gaming Corporation will examine and review the background, experience and credentials of the nominees and, once acceptable, pass a resolution appointing the Purchaser’s nominees to the Board of Directors contingent upon the first Closing and effective on the date of and immediately following the first Closing. In the event the Purchaser has not nominated a director(s) prior to the first Closing, the Purchaser may do so at any time thereafter. Diamondhead Casino Corporation The Letter of Intent provides that the Purchaser will purchase 4,000,000 1.00 3) On or before September 15, 2023 , 2,000,000 2,000,000 2,000,000 4) On or before November 30, 2023, the Purchaser will purchase an additional 2,000,000 2,000,000 2,000,000 The Purchaser will have the right to nominate two directors to the Board of Directors of Diamondhead Casino Corporation. The current Board of Directors of Diamondhead Casino Corporation will examine and review the background, experience and credentials of the nominees and, once acceptable, pass a resolution appointing the Purchaser’s nominees to the Board of Directors contingent upon Closing of the purchase of a minimum of 2,000,000 shares of Common Stock of Diamondhead Casino Corporation and effective on the date of and immediately following the Closing. In the event the Purchaser has not nominated a director(s) prior to the first purchase of Common Stock of Diamondhead Casino Corporation, the Purchaser may do so at any time thereafter. The Purchaser’s failure to close when required shall render the remainder of the Agreement null and void. In consideration of the total purchase price of $ 10,000,000 75,000 1,500,000 The proceeds from the foregoing sales of Common Stock are intended to be used to pay down a substantial portion of the debt that is secured by liens on the Diamondhead Property, to pay Diamondhead Property taxes, to pay fees and expenses of outside auditors and accountants to prepare and file the Company’s periodic reports with the Securities and Exchange Commission, to pay legal fees and other fees and expenses relating to the foregoing transactions, to obtain a master plan for the Diamondhead Property and for general corporate purposes. The proceeds from the initial sale of Common Stock will be used to pay plaintiff/lienholders who are owed payment in the approximate amount of $ 2,207,500 Arneault et al. v. Diamondhead Casino Corporation As of the issuance date of these financial statements, no transactions per above occurred and no shares of common stock were issued. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements and, in our opinion, reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the three months ended March 31, 2023, are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2022, attached to our annual report on Form 10-K. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Diamondhead Casino Corporation and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Estimates | Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Land | Land Land held for development is carried at cost. Costs directly related to site development, such as licensing, permitting, engineering, and other costs, are capitalized. Schedule of Land Development Cost Capitalized Land $ 4,934,323 Licenses 77,000 Engineering and costs associated with permitting 464,774 $ 5,476,097 |
Fair Value Measurements | Fair Value Measurements The Company follows the provisions of ASC Topic 820 “Fair Value Measurements” for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. The standard discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The standard utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Input other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable input that reflects management’s own assumptions. Financial instruments included in current assets and liabilities are reported at carrying value in the unaudited condensed consolidated balance sheets, which approximate fair value due to their short-term nature. |
Long-Lived Assets | Long-Lived Assets The Company reviews long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The recoverability of long-lived assets is measured by comparing the carrying amount of the assets to the estimated undiscounted future cash flows projected to be generated by the assets. If such assets are considered impaired, the impairment to be recognized is measured by the amount the carrying value exceeds the fair value of such assets determined by appraisal, discounted cash flow projections, or other means. As of March 31, 2023, there was a triggering event due to recurring losses and an impairment test was conducted. However, the fair value of the long-lived assets exceeded the carrying value and the Company determined that no impairment existed at March 31, 2023. |
Net Loss per Common Share | Net Loss per Common Share Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share is calculated by using the weighted average number of common shares outstanding, plus other potentially dilutive securities. Potentially dilutive securities are excluded from the computation of diluted loss per shares since their effect would be antidilutive. Common shares outstanding consist of issued shares, including allocated and committed shares held by the ESOP trust, less shares held in treasury. Common shares outstanding excludes the 910,000 35,000 5,055,555 The table below summarizes the components of potential dilutive securities at March 31, 2023 and 2022. Schedule of Components of Potential Dilutive Securities March 31, March 31, Description 2023 2022 Convertible Preferred Stock 260,000 260,000 Options to Purchase Common Shares 4,555,000 4,555,000 Total 4,815,000 4,815,000 Recently Adopted Accounting Pronouncements In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841) Recently Issued Accounting Pronouncements Not Yet Adopted On March 27, 2023, the FASB issued ASU 2023-01, which amends certain provisions of ASC 842 that apply to arrangements between related parties under common control. Specifically, the ASU: ● Offers private companies, as well as not-for-profit entities that are not conduit bond obligors, a practical expedient that gives them the option of using the written terms and conditions of a common-control arrangement when determining whether a lease exists and the subsequent accounting for the lease, including the lease’s classification ● Amends the accounting for leasehold improvements in common-control arrangements for all entities. The ASU is effective for fiscal years beginning after December 15, 2023. The Company has not completed its assessment of the standard but does not expect the adoption to have a material impact on the Company’s unaudited condensed consolidated financial position, results of operations, or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Land Development Cost Capitalized | Schedule of Land Development Cost Capitalized Land $ 4,934,323 Licenses 77,000 Engineering and costs associated with permitting 464,774 $ 5,476,097 |
Schedule of Components of Potential Dilutive Securities | The table below summarizes the components of potential dilutive securities at March 31, 2023 and 2022. Schedule of Components of Potential Dilutive Securities March 31, March 31, Description 2023 2022 Convertible Preferred Stock 260,000 260,000 Options to Purchase Common Shares 4,555,000 4,555,000 Total 4,815,000 4,815,000 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | The table below outlines the elements included in accounts payable and accrued expenses at March 31, 2023 and December 31, 2022: Schedule of Accounts Payable and Accrued Expenses March 31, December 31, 2023 2022 Related parties: Accrued payroll due officers $ 3,644,712 $ 3,569,711 Accrued interest due officers and directors 2,639,546 2,467,844 Accrued director fees 861,250 838,750 Base rents due to the President 416,876 403,274 Associated rental costs 173,440 165,295 Other 17,308 17,308 Total related parties $ 7,753,132 $ 7,462,182 Non-related parties: Accrued interest $ 2,926,035 $ 2,841,520 Accrued dividends 1,193,800 1,168,400 Accrued fines and penalties 476,375 444,875 Other 466,904 463,743 Total non-related parties $ 5,063,114 $ 4,918,538 |
Convertible Notes and Line of_2
Convertible Notes and Line of Credit (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Notes And Line Of Credit | |
Schedule of Convertible Notes Payable | The table below summarizes the Company’s debt arising from the above-described sources as of March 31, 2023 and December 31, 2022: Schedule of Convertible Notes Payable March 31, 2023 December 31, 2022 Private placements - March 1, 2010* $ 475,000 $ 475,000 Private placements - October 25, 2010 487,500 487,500 $ 962,500 $ 962,500 * Of the 2010 placements above, $ 75,000 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net income (loss) available to common stockholders, basic | $ 523,357 | $ 496,922 | |
Retained earnings accumulated deficit | 45,874,732 | $ 45,351,375 | |
Accounts payable and accrued expenses | 12,816,246 | ||
Cash on hand | $ 15,089 | $ 55,885 |
Schedule of Land Development Co
Schedule of Land Development Cost Capitalized (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Product Information [Line Items] | ||
Land | $ 5,476,097 | $ 5,476,097 |
Land [Member] | ||
Product Information [Line Items] | ||
Land | 4,934,323 | |
Licenses [Member] | ||
Product Information [Line Items] | ||
Land | 77,000 | |
Engineering and Costs Associated with Permitting [Member] | ||
Product Information [Line Items] | ||
Land | $ 464,774 |
Schedule of Components of Poten
Schedule of Components of Potential Dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,815,000 | 4,815,000 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 260,000 | 260,000 |
Options to Purchase Common Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,555,000 | 4,555,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - shares | 3 Months Ended | ||
Feb. 04, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Shares issued for notes payable | 910,000 | ||
Antidilutive securities excluded from computation of earnings per share amount | 4,815,000 | 4,815,000 | |
Convertible Debt [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amount | 5,055,555 | ||
Mr. Harrison [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Shares issued | 35,000 | 35,000 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Accrued payroll due officers | $ 3,644,712 | $ 3,569,711 |
Accrued interest due officers and directors | 2,639,546 | 2,467,844 |
Accrued director fees | 861,250 | 838,750 |
Other | 17,308 | 17,308 |
Associated rental costs | 173,440 | 165,295 |
Total related parties | 7,753,132 | 7,462,182 |
Accrued interest | 2,926,035 | 2,841,520 |
Accrued dividends | 1,193,800 | 1,168,400 |
Accrued fines and penalties | 476,375 | 444,875 |
Other | 466,904 | 463,743 |
Total non-related parties | 5,063,114 | 4,918,538 |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Total related parties | 7,753,132 | 7,462,182 |
Related Party [Member] | President [Member] | ||
Related Party Transaction [Line Items] | ||
Other | $ 416,876 | $ 403,274 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Convertible notes payable | $ 1,962,500 | $ 1,962,500 | |
March 1, 2010 Private Placement [Member] | Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | [1] | 475,000 | 475,000 |
October 25, 2010 Private Placement [Member] | Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | 487,500 | 487,500 | |
Private Placement [Member] | Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | $ 962,500 | $ 962,500 | |
[1]Of the 2010 placements above, $ 75,000 |
Schedule of Convertible Notes_2
Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Due to a related party | $ 17,308 | $ 17,308 |
March 1, 2010 Private Placement [Member] | Convertible Promissory Note [Member] | Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Due to a related party | $ 75,000 | $ 75,000 |
Convertible Notes and Line of_3
Convertible Notes and Line of Credit (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2008 | |
Line of Credit Facility [Line Items] | ||||
Convertible notes payable, current | $ 1,962,500 | $ 1,962,500 | ||
Two Private Placement [Member] | Convertible Promissory Note [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Convertible notes payable, current | 962,500 | 962,500 | ||
Debt instrument, periodic payment | $ 486,796 | |||
Interest payable | 1,072,013 | 1,043,547 | ||
Line of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility maximum borrowing capacity | $ 1,000,000 | |||
Line of credit facility interest rate during period | 9% | |||
Line of credit facility expiration date | Nov. 01, 2012 | |||
Number of options awarded | 50,000 | |||
Weighted average grant date fair value | $ 1.75 | |||
Line of credit facility periodic payment | $ 2,235,367 | $ 2,213,422 | ||
Line of Credit [Member] | Maximum [Member] | Lender [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Number of options awarded | 250,000 | |||
Weighted average grant date fair value | $ 1.75 |
Convertible Debentures (Details
Convertible Debentures (Details Narrative) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2019 | Sep. 26, 2014 | |
Debt Instrument [Line Items] | |||||
Debt principal amount | $ 1,500,000 | ||||
Debt interest rate | 4% | ||||
Convertible Debt, Current | $ 1,800,000 | $ 1,800,000 | |||
Loans Receivable, Basis Spread on Variable Rate | 4% | 8% | 6% | ||
Legal Fees | $ 175,000 | ||||
Shares, Issued | 50,000 | ||||
[custom:LongTermDebtPrincipalOrInterest-0] | $ 1,500,000 | ||||
February 14, 2014 Private Placement [Member] | Convertable Senior Debentures [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum offering amount | 3,000,000 | ||||
Debt principal amount | $ 3,000,000 | ||||
Debt interest rate | 4% | ||||
Debt instrument, maturity date, description | matured six years from the date of issuance | ||||
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 1 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateralized convertible senior debentures | $ 1,000,000 | ||||
Conversion of debenture into shares of common stock | 3,333,333 | ||||
Debt instrument, convertible, conversion price | $ 0.30 | ||||
Convertible Debt, Current | $ 950,000 | ||||
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 2 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateralized convertible senior debentures | $ 1,000,000 | ||||
Conversion of debenture into shares of common stock | 2,222,222 | ||||
Debt instrument, convertible, conversion price | $ 0.45 | ||||
Convertible Debt, Current | $ 850,000 | ||||
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 3 [Member] | |||||
Debt Instrument [Line Items] | |||||
Collateralized convertible senior debentures | $ 1,000,000 | ||||
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 3 [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Conversion of debenture into shares of common stock | 1,818,182 | ||||
Debt instrument, convertible, conversion price | $ 0.55 | ||||
February 14, 2014 Private Placement [Member] | Convertible Debt Securities [Member] | Tranche 3 [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Conversion of debenture into shares of common stock | 1,333,333 | ||||
Debt instrument, convertible, conversion price | $ 0.75 | ||||
February 14, 2014 Private Placement [Member] | Non Convertible Senior Debentures [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible Debt, Current | $ 50,000 | ||||
Convertible Debentures [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest payment in default | 427,081 | ||||
Accrued interest due | $ 650,979 | $ 617,733 |
Short Term Notes and Interest_2
Short Term Notes and Interest-Bearing Advance (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jun. 09, 2017 | Feb. 02, 2017 | Aug. 25, 2016 | Dec. 31, 2016 | Mar. 31, 2023 | Dec. 31, 2016 | Dec. 31, 2022 | Sep. 26, 2014 | |
Short-Term Debt [Line Items] | ||||||||
Debt interest rate | 4% | |||||||
Short term notes and interest bearing advance | $ 80,504 | $ 80,504 | $ 80,504 | |||||
Unrelated Third Party [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt interest rate | 12.50% | |||||||
Accrued interest | 19,280 | 18,493 | ||||||
Short term notes and interest bearing advance | $ 25,000 | |||||||
Seven Lenders [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Cash received advances | $ 47,500 | $ 47,500 | ||||||
Third Parties [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Cash received advances | $ 22,500 | |||||||
Seven Lenders and Third Parties [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt interest rate | 8% | |||||||
Accrued interest | 16,400 | 14,200 | ||||||
Debt matures term | 4 years | |||||||
Lender [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Increase in interest rate per annum | 3% | |||||||
Promissory Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Proceeds from notes payable | $ 15,000 | |||||||
Debt interest rate | 12.50% | |||||||
Debt instrument, maturity date | Jun. 09, 2019 | |||||||
Accrued interest | 10,916 | 10,443 | ||||||
Bank Credit Facility [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 15,000 | |||||||
Line of credit | $ 18,004 | $ 18,004 | ||||||
Bank Credit Facility [Member] | Direct Charges [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Line of credit commitment fee percent rate | 11.24% | |||||||
Bank Credit Facility [Member] | Cash Advanced Through The Facility [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Line of credit commitment fee percent rate | 24.99% |
Current Notes Payable Due Rel_2
Current Notes Payable Due Related Parties (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Feb. 17, 2023 USD ($) shares | Feb. 04, 2022 shares | Feb. 03, 2022 shares | May 31, 2021 USD ($) a | May 30, 2021 USD ($) shares | Sep. 30, 2018 USD ($) | Aug. 21, 2018 USD ($) | Jun. 30, 2018 USD ($) | Jul. 24, 2017 USD ($) | Aug. 25, 2016 | Mar. 31, 2022 USD ($) shares | Jul. 31, 2020 USD ($) a | Mar. 31, 2019 USD ($) | Nov. 30, 2018 USD ($) | Mar. 31, 2018 USD ($) | Dec. 31, 2016 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2016 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2016 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 31, 2017 USD ($) a | Sep. 26, 2014 | |
Debt instrument interest rate stated percentage | 4% | ||||||||||||||||||||||||
Proceeds from related parties | $ 22,500 | ||||||||||||||||||||||||
Debt instrument face amount | 1,500,000 | ||||||||||||||||||||||||
Fair value of the stock | 17,500 | 64,000 | |||||||||||||||||||||||
Fair Value, Inputs, Level 1 [Member] | |||||||||||||||||||||||||
Derivative fair value of derivative net | $ 0 | ||||||||||||||||||||||||
Payable During any Calendar Year [Member] | |||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 11% | ||||||||||||||||||||||||
Mississippi Property [Member] | |||||||||||||||||||||||||
Issuance of shares | shares | 160,000 | ||||||||||||||||||||||||
Debt instrument face amount | $ 80,000 | 80,000 | |||||||||||||||||||||||
Taxes payable | 60,436 | $ 60,436 | |||||||||||||||||||||||
Repayment of related party debt | $ 80,000 | ||||||||||||||||||||||||
Diamond Head Property [Member] | |||||||||||||||||||||||||
Proceeds from repayments of secured debt | 400,000 | ||||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||||
Debt matures term | 4 years | ||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 14% | ||||||||||||||||||||||||
Interest payable | 84,058 | $ 80,882 | |||||||||||||||||||||||
Proceeds from related parties | $ 90,000 | ||||||||||||||||||||||||
Area of land, owned | a | 400 | 400 | |||||||||||||||||||||||
Issuance of shares | shares | 50,000 | 100,000 | |||||||||||||||||||||||
Proceeds from repayments of secured debt | $ 100,000 | $ 200,000 | $ 100,000 | $ 200,000 | |||||||||||||||||||||
Terms on advances from chairman description | (i) the advance constitutes a lien on the Property with interest at 15% per annum; (ii) that the full interest of 15% per annum is payable during any calendar year in which all or part of the amount advanced is due and owing or interest due thereon remains unpaid; (iii) that this debt be evidenced by a separate promissory note and is to be included in and secured with a third lien that is to be placed on the Diamondhead Property to secure previous advances made to the Company (hereafter “the Third Lien”); (iv) that he be indemnified for any losses sustained on the sale of his common stock in an unrelated publicly-traded company to be sold to cover this advance based on a sales price of approximately $2.80 per share with a cap on the maximum loss per share to be at a sales price of $10.00 per share; and (v) that the Chairman’s previous indemnification approved by the Board of Directors on July 24, 2017 with respect to any loss on the sale of the same stock also be capped at a maximum of $10.00 per share. The Chairman identified the common stock sold and provided the Company with the documentation required to document the sale of said stock and to calculate the loss, if any, on said stock | ||||||||||||||||||||||||
Debt instrument face amount | $ 25,000 | $ 50,000 | |||||||||||||||||||||||
Taxes payable | $ 62,610 | $ 67,076 | |||||||||||||||||||||||
Property related fees | 1,468 | 1,573 | |||||||||||||||||||||||
Debt instrument periodic payment principal | 50,000 | ||||||||||||||||||||||||
Fair value of stock issuance liability | $ 33,500 | ||||||||||||||||||||||||
Fair value of the stock | $ 17,500 | ||||||||||||||||||||||||
Debt discount amortized interest expense | $ 2,301 | ||||||||||||||||||||||||
Board of Directors Chairman [Member] | July, 2021 [Member] | |||||||||||||||||||||||||
Proceeds from secured debt | $ 100,000 | $ 150,000 | |||||||||||||||||||||||
Board of Directors Chairman [Member] | March 2018 and March 2019 [Member] | |||||||||||||||||||||||||
Interest payable | 349,415 | 279,754 | |||||||||||||||||||||||
Debt instrument face amount | 467,953 | ||||||||||||||||||||||||
Repayment of related party debt | 16,250 | ||||||||||||||||||||||||
Board of Directors Chairman [Member] | Mississippi Gaming Corporation [Member] | |||||||||||||||||||||||||
Interest payable | 67,481 | 59,360 | |||||||||||||||||||||||
Issuance of shares | shares | 35,000 | 35,000 | |||||||||||||||||||||||
Secured obligation | $ 100,000 | ||||||||||||||||||||||||
Debt instrument face amount | $ 200,000 | ||||||||||||||||||||||||
Board of Directors Chairman [Member] | Diamondhead Casino Corporation [Member] | |||||||||||||||||||||||||
Secured obligation | 200,000 | ||||||||||||||||||||||||
Board of Directors Chairman [Member] | Mississippi Property [Member] | Related Party [Member] | |||||||||||||||||||||||||
Area of land, owned | a | 400 | ||||||||||||||||||||||||
Board of Directors Chairman [Member] | Diamond Head Property [Member] | |||||||||||||||||||||||||
Proceeds from repayments of secured debt | $ 300,000 | ||||||||||||||||||||||||
Chairman of the Board of Directors [Member] | Related Party [Member] | Mississippi Gaming Corporation [Member] | |||||||||||||||||||||||||
Notes payable | $ 67,628 | ||||||||||||||||||||||||
Board of Directors [Member] | Maximum [Member] | |||||||||||||||||||||||||
Proceeds from repayments of secured debt | $ 100,000 | ||||||||||||||||||||||||
Proceeds from repayment of related party debt | $ 20,000 | ||||||||||||||||||||||||
Related party transaction terms and manner of settlement | interest of 15% per annum on the amount advanced and owing and that the full 15% interest per annum is payable during any calendar year in which all or part of the amount advanced and owing or interest due thereon remains unpaid; (ii) the obligation in the maximum principal amount of $100,000 with interest due thereon be treated as a secured debt of the Company, to be evidenced by a separate note and to be secured with a separate lien to be placed on the Diamondhead Property (“the Third Lien”) together with the Chairman’s Third Lien, as well as a first lien to be placed on the residential lot owned by the Company; (iii) that the Third Lien on the Diamondhead Property also include the two loans ($25,000 and $15,000) and interest due thereon and credit facilities in the maximum amount of $15,000; and (iv) that the foregoing will be treated as advances to be paid out of any subsequent incoming financing obtained by the Company or any amounts recovered by the Company from a defendant in that collection action brought by the Company in the Circuit Court of Montgomery County, Maryland | ||||||||||||||||||||||||
President [Member] | |||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 9% | ||||||||||||||||||||||||
Interest payable | $ 50,655 | 41,409 | |||||||||||||||||||||||
Secured obligation | $ 100,000 | ||||||||||||||||||||||||
Other accrued liabilities current and noncurrent | 18,000 | ||||||||||||||||||||||||
President [Member] | Loan One [Member] | |||||||||||||||||||||||||
Line of credit | $ 25,000 | 25,000 | |||||||||||||||||||||||
President [Member] | Loan Two [Member] | |||||||||||||||||||||||||
Line of credit | 15,000 | 15,000 | |||||||||||||||||||||||
President [Member] | Two Loans [Member] | |||||||||||||||||||||||||
Line of credit facility maximum borrowing capacity | $ 15,000 | ||||||||||||||||||||||||
President [Member] | Maximum [Member] | |||||||||||||||||||||||||
Proceeds from repayments of secured debt | $ 100,000 | ||||||||||||||||||||||||
President [Member] | Related Party [Member] | |||||||||||||||||||||||||
Due from officers or stockholders | 23,620 | ||||||||||||||||||||||||
Repayments of debt | 49,949 | ||||||||||||||||||||||||
Seven Lenders [Member] | |||||||||||||||||||||||||
Cash received from advances | $ 47,500 | $ 47,500 | |||||||||||||||||||||||
Three Current Directors [Member] | |||||||||||||||||||||||||
Cash received from advances | $ 25,000 | ||||||||||||||||||||||||
Seven Lenders and Three Current Directors [Member] | |||||||||||||||||||||||||
Debt matures term | 4 years | ||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 8% | ||||||||||||||||||||||||
Interest payable | 16,000 | 14,000 | |||||||||||||||||||||||
President [Member] | Diamond Head Property [Member] | |||||||||||||||||||||||||
Proceeds from repayments of secured debt | 100,000 | ||||||||||||||||||||||||
Officers and Directors [Member] | |||||||||||||||||||||||||
Notes payable | 0 | 0 | |||||||||||||||||||||||
Debt instrument face amount | 727,952 | ||||||||||||||||||||||||
Debt instrument, unamortized discount current | $ 17,699 | $ 720,651 |
Notes Payable Due Others (Detai
Notes Payable Due Others (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 15 Months Ended | ||||||||||||
Apr. 30, 2022 | Mar. 31, 2022 | Nov. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2017 | May 31, 2021 | Feb. 28, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Feb. 17, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2021 | Sep. 26, 2014 | |
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 1,500,000 | |||||||||||||||
Legal fees | 175,000 | |||||||||||||||
Debt instrument interest rate stated percentage | 4% | |||||||||||||||
Proceeds from other short term debt | $ 80,000 | |||||||||||||||
Debt instrument unamortized discount | 17,699 | $ 0 | ||||||||||||||
Mississippi Property [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 80,000 | 80,000 | ||||||||||||||
Taxes payable current and noncurrent | 60,436 | 60,436 | ||||||||||||||
Additional loan amount | $ 19,564 | 19,564 | ||||||||||||||
Stock issued during period shares | 160,000 | |||||||||||||||
Repayment of related party debt | $ 80,000 | |||||||||||||||
Mississippi Property [Member] | Secured Promissory Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 80,000 | 80,000 | ||||||||||||||
Stock issued during period shares | 80,000 | |||||||||||||||
Mississippi Property [Member] | Secured Promissory Notes One [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 40,000 | 40,000 | ||||||||||||||
Number of stock issued, value | 40,000 | |||||||||||||||
Mississippi Property [Member] | Secured Promissory Notes Two [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | 40,000 | 40,000 | ||||||||||||||
Number of stock issued, value | $ 40,000 | |||||||||||||||
Thirteen Liens [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument unamortized discount | $ 98,000 | $ 102,000 | ||||||||||||||
Stock issued during period shares | 760,000 | |||||||||||||||
Debt instrument, call feature | There is a call for the issuance of a total of 760,000 shares of common stock in connection with the notes and liens, however, no shares have been issued to date | |||||||||||||||
Liabilities fair value adjustment | $ 22,050 | |||||||||||||||
Others [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument unamortized discount | 554,797 | $ 532,563 | ||||||||||||||
Debt discount was amortized to interest expense | $ 22,234 | $ 30,271 | ||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 150,000 | $ 25,000 | ||||||||||||||
Legal fees | $ 50,000 | |||||||||||||||
Debt instrument term | four | |||||||||||||||
Debt instrument interest rate stated percentage | 0% | |||||||||||||||
Three Promissory Notes [Member] | Unrelated Lenders [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | 126,250 | |||||||||||||||
Proceeds from other short term debt | 100,000 | |||||||||||||||
Debt instrument unamortized discount | $ 26,250 | |||||||||||||||
Maturity date description | The notes are non-interest bearing and matured in December 2021, one year after the notes’ issuances. These notes are currently in default | |||||||||||||||
Promissory Note One [Member] | Unrelated Lenders [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 50,000 | $ 50,000 | $ 25,000 | $ 70,000 | $ 25,000 | |||||||||||
Proceeds from other short term debt | $ 50,000 | $ 50,000 | $ 25,000 | |||||||||||||
Promissory Notes Two [Member] | Unrelated Lenders [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | 25,000 | $ 31,250 | ||||||||||||||
Two Additional Promissory Notes [Member] | Unrelated Lenders [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from other short term debt | 50,000 | |||||||||||||||
Debt instrument unamortized discount | $ 6,250 | |||||||||||||||
Promissory Notes Three [Member] | Unrelated Lenders [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | 25,000 | |||||||||||||||
Three Additional Promissory Notes [Member] | Unrelated Lenders [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from other short term debt | 100,000 | |||||||||||||||
Debt instrument unamortized discount | $ 20,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Feb. 17, 2023 | Feb. 04, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Oct. 31, 2017 | Sep. 26, 2014 | |
Related Party Transaction [Line Items] | |||||||
Interest rate | 4% | ||||||
Interest expense | $ 171,703 | $ 156,785 | |||||
Monthly base rent | 4,534 | ||||||
Rent expense | 13,602 | 13,602 | |||||
Associated rental costs | 8,145 | 7,408 | |||||
Operating lease expense | 21,747 | 21,010 | |||||
Rental costs | 5 | $ 568,569 | |||||
Debt instrument face amount | 1,500,000 | ||||||
Convertible Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 0% | ||||||
Debt instrument face amount | $ 25,000 | $ 150,000 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 50,000 | ||||||
Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Directors fees | 15,000 | ||||||
Current And Former Directors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accrued directors fees | $ 861,250 | 838,750 | |||||
Mr. Harrison [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares issued | 35,000 | 35,000 | |||||
President [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Deferred salary | $ 3,441,996 | ||||||
Interest rate | 9% | ||||||
Interest payable | $ 50,655 | 41,409 | |||||
Vice President and Current Chairman of Board of Directors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Deferred salary | 121,140 | ||||||
Management [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest expense | 77,963 | $ 71,305 | |||||
Interest payable | $ 1,989,506 | $ 1,781,809 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 3 Months Ended | ||||||||||||||||||||||
Nov. 30, 2023 USD ($) shares | Sep. 15, 2023 USD ($) shares | Jun. 30, 2023 USD ($) shares | Apr. 15, 2023 USD ($) shares | Feb. 17, 2023 USD ($) shares | May 30, 2021 USD ($) shares | Sep. 26, 2014 USD ($) | May 31, 2022 USD ($) shares | Mar. 31, 2022 USD ($) shares | Nov. 30, 2021 USD ($) shares | Jul. 31, 2021 USD ($) shares | Jun. 30, 2021 USD ($) shares | Apr. 30, 2021 USD ($) shares | Mar. 31, 2023 USD ($) a $ / shares shares | Dec. 31, 2022 USD ($) | May 31, 2021 a | Feb. 17, 2021 USD ($) | Jan. 26, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 31, 2020 a | Aug. 21, 2018 USD ($) | Dec. 16, 2016 USD ($) | Dec. 31, 2014 USD ($) | Mar. 31, 2014 USD ($) | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 1,500,000 | |||||||||||||||||||||||
Other accrued liabilities, current | 466,904 | $ 463,743 | ||||||||||||||||||||||
Accrued franchise taxes | $ 15,125 | |||||||||||||||||||||||
Purchase of land | $ 5,476,097 | 5,476,097 | ||||||||||||||||||||||
Mississippi Gaming Corporation [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Shares issued | shares | 4,500,000 | |||||||||||||||||||||||
Percentage of common stock outstanding | 10% | |||||||||||||||||||||||
Purchase price, common stock | $ 6,000,000 | |||||||||||||||||||||||
Mississippi Gaming Corporation [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Shares issued | shares | 2,250,000 | |||||||||||||||||||||||
Purchase price, common stock | $ 3,000,000 | |||||||||||||||||||||||
Mississippi Gaming Corporation [Member] | Subsequent Event [Member] | Forecast [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Shares issued | shares | 2,250,000 | |||||||||||||||||||||||
Purchase price, common stock | $ 3,000,000 | |||||||||||||||||||||||
Employee Stock Ownership Plan [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Other accrued liabilities, current | $ 476,375 | $ 429,750 | ||||||||||||||||||||||
Mississippi Property [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 80,000 | |||||||||||||||||||||||
Shares issued | shares | 160,000 | |||||||||||||||||||||||
Diamond Head Property [Member] | Second Lien [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 137,500 | |||||||||||||||||||||||
Amount owed | $ 250,000 | |||||||||||||||||||||||
Diamond Head Property [Member] | Third Lien [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Amount owed | $ 400,000 | |||||||||||||||||||||||
Diamond Head Property [Member] | Fourth Lien [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 2,000,000 | |||||||||||||||||||||||
Property to secure non interest notes | $ 2,000,000 | |||||||||||||||||||||||
Diamond Head Property [Member] | Fifth Lien [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 658,750 | |||||||||||||||||||||||
Property to secure non interest notes | $ 658,750 | |||||||||||||||||||||||
Diamond Head Property [Member] | Six Lien [Member] | Lender [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 252,500 | |||||||||||||||||||||||
Shares issued | 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 | |||||||||||||||||||||||
Shares issued | 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 | |||||||||||||||||||||||
Shares issued | 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 | |||||||||||||||||||||||
Shares issued | 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 | |||||||||||||||||||||||
Shares issued | shares | 100,000 | |||||||||||||||||||||||
Diamond Head Property [Member] | Nineteenth and Twentieth Lien [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 80,000 | |||||||||||||||||||||||
Shares issued | shares | 160,000 | |||||||||||||||||||||||
Diamond Head Property [Member] | Twenty-first Lien [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 50,000 | |||||||||||||||||||||||
Shares issued | shares | 100,000 | |||||||||||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Debt instrument face amount | $ 25,000 | $ 50,000 | ||||||||||||||||||||||
Shares issued | shares | 50,000 | 100,000 | ||||||||||||||||||||||
Area of land | a | 400 | 400 | ||||||||||||||||||||||
Board of Directors Chairman [Member] | Diamond Head Property [Member] | Fourteenth Lien [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Notes payable | $ 150,000 | |||||||||||||||||||||||
Board of Directors Chairman [Member] | Diamond Head Property [Member] | Fifteenth Lien [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Notes payable | $ 100,000 | |||||||||||||||||||||||
Casinos Austria Maritime Corporation [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Other commitments description | On June 19, 1993, two subsidiaries of the Company, Casino World Inc. and Mississippi Gaming Corporation, entered into a Management Agreement with Casinos Austria Maritime Corporation (CAMC). Subject to certain conditions, under the Management Agreement, CAMC would operate, on an exclusive basis, all of the Company’s proposed dockside gaming casinos in the State of Mississippi, including any operation fifty percent (50%) or more of which is owned by the Company or its affiliates. Unless terminated earlier pursuant to the provisions of the Agreement, the Agreement terminates five years from the first day of actual Mississippi gaming operations and provides for the payment of an annual operational term management fee of 1.2% of all gross gaming revenues between zero and $100,000,000; plus 0.75% of gross gaming revenue between $100,000,000 and $140,000,000; plus 0.5% of gross gaming revenue above $140,000,000; plus two percent of the net gaming revenue between zero and $25,000,000; plus three percent of the net gaming revenue above twenty-five million dollars $25,000,000. The Company believes this Agreement is no longer in effect. However, there can be no assurance that CAMC will not attempt to maintain otherwise which would lead to litigation. | |||||||||||||||||||||||
Diamondhead Casino Corporation [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Common stock available for issuance | shares | 4,000,000 | |||||||||||||||||||||||
Common stock price per share | $ / shares | $ 1 | |||||||||||||||||||||||
Purchase commitment description | The Purchaser will have the right to nominate two directors to the Board of Directors of Diamondhead Casino Corporation. The current Board of Directors of Diamondhead Casino Corporation will examine and review the background, experience and credentials of the nominees and, once acceptable, pass a resolution appointing the Purchaser’s nominees to the Board of Directors contingent upon Closing of the purchase of a minimum of 2,000,000 shares of Common Stock of Diamondhead Casino Corporation and effective on the date of and immediately following the Closing. In the event the Purchaser has not nominated a director(s) prior to the first purchase of Common Stock of Diamondhead Casino Corporation, the Purchaser may do so at any time thereafter. | |||||||||||||||||||||||
Diamondhead Casino Corporation [Member] | Amendment to Settlement Agreement [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Proceeds from initial sale of common stock | $ 2,207,500 | |||||||||||||||||||||||
Diamondhead Casino Corporation [Member] | Forecast [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Shares issued | shares | 2,000,000 | 2,000,000 | ||||||||||||||||||||||
Purchase price, common stock | $ 2,000,000 | $ 2,000,000 | ||||||||||||||||||||||
Mississippi Gaming Corporation [Member] | ||||||||||||||||||||||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||||||||||||||||||||||
Total purchase price | $ 10,000,000 | |||||||||||||||||||||||
Area of land | a | 75,000 | |||||||||||||||||||||||
Purchase of land | $ 1,500,000 | |||||||||||||||||||||||
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 |