Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No: 0-17529

DIAMONDHEAD CASINO CORPORATION

(Exact name of registrant as specified in charter)

Delaware		59-2935476
(State of Incorporation)		(I.R.S. EIN)

1013 Princess Street, Alexandria, Virginia 22314

(Address of principal executive offices)

Registrant’s telephone number, including area code: 703-683-6800

Securities registered pursuant to Section 12(b)-2 of the Exchange Act.:

Title of each class		Trading Symbol		Name of each exchange on which registered
None

Indicate by check mark whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☐ No ☒

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the Issuer’s classes of common equity as of the latest practicable date: Number of shares outstanding as of November 13, 2024: 39,052,472.

DIAMONDHEAD CASINO CORPORATION

INDEX TO FORM 10-Q

		Page
PART 1:	FINANCIAL INFORMATION	1

ITEM 1:	Unaudited Condensed Consolidated Financial Statements	1

	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	1

	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and September 30, 2023	2

	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficiency for the Three and Nine Months Ended September 30, 2024 and September 30, 2023	4

	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and September 30, 2023	5

	Notes to Unaudited Condensed Consolidated Financial Statements	6

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

ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk	22

ITEM 4:	Controls and Procedures	22

PART II:	OTHER INFORMATION	23

ITEM 1:	Legal Proceedings	23

ITEM 1A:	Risk Factors	24

ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	24

ITEM 3:	Default Upon Senior Securities	24

ITEM 4:	Mine Safety Disclosures	25

ITEM 5:	Other Information	25

ITEM 6:	Exhibits	25

	Signatures	26

DIAMONDHEAD CASINO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2024			2023

ASSETS
Current assets:
Cash and cash equivalents	$	219,864		$	426,124
Total current assets		219,864			426,124
Land (Note 3)		5,233,204			5,233,204
Other receivable		154,622			154,622
Other assets		80			80
Total assets		5,607,770			5,814,030

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses due related parties (Note 4)	$	8,895,899		$	8,315,187
Accounts payable and accrued expenses - others (Note 4)		5,821,258			5,272,524
Accounts payable and accrued expenses		5,821,258			5,272,524
Convertible notes and line of credit payable (Note 5)		1,962,500			1,962,500
Debenture payable (Note 6)		50,000			50,000
Convertible debenture payable (Note 6)		1,800,000			1,800,000
Short term notes and interest bearing advance (Note 7)		65,504			65,504
Notes payable due related parties (net of unamortized debt discount of $0 and $33,241 respectively) (Note 8)		702,519			669,279
Notes payable due others (net of unamortized debt discount of $0 and $15,761 respectively) (Note 9)		557,500			541,739
Notes payable		557,500			541,739
Total current liabilities		19,855,180			18,676,733
Non-current liabilities		-
Total liabilities		19,855,180			18,676,733

Commitments and contingencies (Notes 3 and 12)		-			-

Stockholders’ deficit:
Preferred stock, $0.01 par value; shares authorized 5,000,000, outstanding 2,086,000 at September 30, 2024 and December 31, 2023 (aggregate liquidation preference of $2,519,080 at September 30, 2024 and December 31, 2023)		20,860			20,860
Common stock, $0.001 par value; shares authorized 50,000,000, issued:39,052,472 at September 30, 2024 and December 31, 2023 outstanding:36,297,576 at September 30, 2024 and December 31, 2023		39,052			39,052
Additional paid-in capital		36,691,273			36,663,780
Unearned ESOP shares		(2,490,662	)		(2,490,662	)
Accumulated deficit		(48,275,002	)		(46,862,802	)
Treasury stock, at cost, 1,084,431 shares at September 30, 2024 and December 31, 2023		(232,931	)		(232,931	)
Total stockholders’ deficit		(14,247,410	)		(12,862,703	)
Total liabilities and stockholders’ deficit	$	5,607,770		$	5,814,030

DIAMONDHEAD CASINO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30,

(UNAUDITED)


	Three Months Ended
	September 30,
	2024			2023

COSTS AND EXPENSES
Administrative and general	$	219,778		$	206,436
Other		16,913			17,239
Total costs and expenses		236,691			223,675

OTHER EXPENSE
Interest expense:
Related parties		89,086			89,219
Other		90,486			72,612
Total other expense		179,572			161,831

NET LOSS		(416,263	)		(385,506	)

PREFERRED STOCK DIVIDENDS		(25,400	)		(25,400	)

NET LOSS APPLICABLE TO COMMON STOCKHOLDERS	$	(441,663	)	$	(410,906	)

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	)

DIAMONDHEAD CASINO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30,

(UNAUDITED)


	Nine Months Ended
	September 30,
	2024			2023

COSTS AND EXPENSES
Administrative and general		633,251		$	589,744
Other		56,947			51,063
Total costs and expenses		690,198			640,807

OTHER EXPENSE
Interest expense:
Related parties		294,258			359,403
Other		351,544			250,565
Total other expense		645,802			609,968

NET LOSS		(1,336,000	)		(1,250,775	)

PREFERRED STOCK DIVIDENDS		(76,200	)		(76,200	)

NET LOSS APPLICABLE TO COMMON STOCKHOLDERS	$	(1,412,200	)	$	(1,326,975	)

Weighted average common shares outstanding - basic and diluted		36,297,576			36,297,576
Net loss per common share - basic and diluted	$	(0.04	)	$	(0.04	)

DIAMONDHEAD CASINO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(UNAUDITED)


									Additional															Total
	Preferred Stock				Common Stock				Paid-in		Unearned ESOP					Accumulated			Treasury Stock					Stockholders’
	Shares		Amount		Shares		Amount		Capital		Shares		Amount			Deficit			Shares		Amount			Deficit

Balances at December 31, 2022		2,086,000		20,860		39,052,472		39,052		36,122,078		1,750,010	$	(2,609,264	)	$	(45,351,375	)		1,004,886	$	(216,227	)	$	(11,994,876	)
Common stock to be issued in connection with notes payable - related parties		-		-		-		-		17,500		-		-			-			-		-			17,500
Dividends		-		-		-		-		-		-		-			(25,400	)		-		-			(25,400	)
Net loss		-		-		-		-		-		-		-			(497,957	)		-		-			(497,957	)
Balances at March 31, 2023		2,086,000		20,860		39,052,472		39,052		36,139,578		1,750,010		(2,609,264	)		(45,874,732	)		1,004,886		(216,227	)		(12,500,733	)
Dividends		-		-		-		-		-		-		-			(25,400	)		-		-			(25,400	)
Net loss		-		-		-		-		-		-		-			(367,312	)		-		-			(367,312	)
Balances at June 30, 2023		2,086,000		20,860		39,052,472		39,052		36,139,578		1,750,010		(2,609,264	)		(46,267,444	)		1,004,886		(216,227	)		(12,893,445	)
Common stock to be issued in connection with interest on notes payable- related parties		-		-		-		-		52,500		-		-			-			-		-			52,500
Common stock to be issued in connection with interest on notes payable- others		-		-		-		-		27,200		-		-			-			-		-			27,200
Dividends		-		-		-		-		-		-		-			(25,400	)		-		-			(25,400	)
Net loss		-		-		-		-		-		-		-			(385,506	)		-		-			(385,506	)
Balances at September 30, 2023		2,086,000	$	20,860		39,052,472	$	39,052	$	36,219,278		1,750,010	$	(2,609,264	)	$	(46,678,350	)		1,004,886	$	(216,227	)	$	(13,224,651	)

Balances at December 31,2023		2,086,000		20,860		39,052,472		39,052		36,663,780		1,670,465	$	(2,490,662	)	$	(46,862,802	)		1,084,431	$	(232,931	)	$	(12,862,703	)
Dividends		-		-		-		-		-		-		-			(25,400	)		-		-			(25,400	)
Net loss		-		-		-		-		-		-		-			(471,447	)		-		-			(471,447	)
Balances at March 31, 2024		2,086,000		20,860		39,052,472		39,052		36,663,780		1,670,465		(2,490,662	)		(47,359,649	)		1,084,431		(232,931	)		(13,359,550	)
Common stock to be issued in connection with interest on notes payable- related parties		-		-		-		-		3,297		-		-			-			-		-			3,297
Common stock to be issued in connection with interest on notes payable- others		-		-		-		-		20,914		-		-			-			-		-			20,914
Dividends		-		-		-		-		-		-		-			(25,400	)		-		-			(25,400	)
Net loss		-		-		-		-		-		-		-			(448,290	)		-		-			(448,290	)
Balances at June 30, 2024		2,086,000		20,860		39,052,472		39,052		36,687,991		1,670,465		(2,490,662	)		(47,833,339	)		1,084,431		(232,931	)		(13,809,029	)
Balance		2,086,000		20,860		39,052,472		39,052		36,687,991		1,670,465		(2,490,662	)		(47,833,339	)		1,084,431		(232,931	)		(13,809,029	)
Common stock to be issued in connection with interest on notes payable- related parties		-		-		-		-		397		-		-			-			-		-			397
Common stock to be issued in connection with interest on notes payable- others		-		-		-		-		2,885		-		-			-			-		-			2,885
Dividends		-		-		-		-		-		-		-			(25,400	)		-		-			(25,400	)
Net loss		-		-		-		-		-		-		-			(416,263	)		-		-			(416,263	)
Balances at September 30, 2024		2,086,000	$	20,860		39,052,472	$	39,052	$	36,691,273		1,670,465	$	(2,490,662	)	$	(48,275,002	)		1,084,431	$	(232,931	)	$	(14,247,410	)
Balance		2,086,000	$	20,860		39,052,472	$	39,052	$	36,691,273		1,670,465	$	(2,490,662	)	$	(48,275,002	)		1,084,431	$	(232,931	)	$	(14,247,410	)

DIAMONDHEAD CASINO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30,

(UNAUDITED)


	Nine Months Ending
	September 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(1,336,000	)	$	(1,250,775	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		49,001			50,974
Common stock to be issued in connection with interest on notes		27,493			-
Changes in operating assets and liabilities:
Accounts payable and accrued expenses - related parties		504,512			641,499
Accounts payable and accrued expenses - other		548,734			390,509
Net cash used in operating activities		(206,260	)		(167,793	)
Cash flows from financing activities:
Proceeds from non-interest bearing advances from others		-			40,000
Proceeds from non-interest bearing advances from related parties					97,020
Net cash provided by financing activities		-			137,020
Net decrease in cash		(206,260	)		(30,773	)
Cash at beginning of period		426,124			55,885
Cash at end of period	$	219,864		$	25,112

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	$	3,694		$	70,000
Common stock to be issued in connection with notes payable - others	$	23,799		$	27,200
Unpaid preferred stock dividends in accounts payable and accrued expenses	$	76,200		$	76,200

DIAMONDHEAD CASINO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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.

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 of $1,412,200 and $1,326,975 for the nine months ended September 30, 2024 and 2023 respectively. In addition, the Company had an accumulated deficit of $48,275,002 on September 30, 2024. Due to its lack of financial resources, the Company has been forced to explore other alternatives, including the sale of part or all 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 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 September 30, 2024, the Company had $14,717,157 of accounts payable and accrued expenses and $219,864 in cash and cash equivalents.

The above conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

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 unaudited condensed consolidated 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 audited 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 nine months ended September 30, 2024 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, 2023, 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 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 September 30, 2024 and December 31, 2023:

	September 30,		December, 31
	2024		2023
Land	$	4,691,430	$	4,691,430
Licenses		77,000		77,000
Engineering and costs associated with permitting		464,774		464,774
Land development costs total	$	5,233,204	$	5,233,204

Cooperative Energy, a Mississippi Electric Cooperative, sought and has now obtained a permanent easement along the northern portion of the Diamondhead Property on which to construct, maintain and operate electric transmission lines together with an access road. On or about May 24, 2023, Cooperative Energy filed a Complaint for Eminent Domain in the Special Court of Eminent Domain, Hancock County, Mississippi in which it named MGC and all persons and entities holding liens on the Diamondhead, Mississippi Property as defendants.

On September 1, 2023, Cooperative Energy filed a Motion to Approve Settlement, an Amended Statement of Values and a Notice of Hearing for September 11, 2023. On September 26, 2023, the Court entered an Order Granting Plaintiff Right of Immediate Title and Possession. On October 17, 2023, the Court entered an Order Approving Settlement in the amount of $1,000,000 and entered an Order Approving Disbursement of Funds to MGC. On October 20, 2023, MGC received $845,378 as part of the settlement amount. The parties are working on the wording of two easements: a Cooperative Energy Right-Of-Way Easement and an Access Road Easement. Once the easements are finalized and signed, Cooperative Energy will pay MGC the remaining amount due of $154,622. Therefore, the Company recorded a receivable of $154,622 on the consolidated balance sheet as of September 30, 2024 and December 31, 2023.

Management determined that the easement arrangement was outside the scope of ASC 842. Further, the Company determined that the easement reduced the value of the property by $242,893. The remaining $757,107 of the $1 million easement was recorded as a gain on the condemnation of land in the consolidated statements of operations.

Fair Value Measurements

The Company follows the provisions of ASC Topic 820 “Fair Value Measurements” for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. The standard 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 balance sheets, which approximate fair value due to their short-term nature.

Long-Lived Assets

The Company reviews long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the assets to the estimated undiscounted future cash flows projected to be generated by the assets. If such assets are considered impaired, the impairment to be recognized is measured by the amount the carrying value exceeds the fair value of such assets determined by appraisal, discounted cash flow projections, or other means. No impairment existed as of September 30, 2024 and December 31, 2023.

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 potentially convertible Debentures, since the requirements for possible conversion had not yet been met and may never be met.

The table below summarizes the components of potential dilutive securities at September 30, 2024 and 2023.

	September 30,		September 30,
Description	2024		2023
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

Recent Accounting Standards and Pronouncements

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 ASU did not have any impact on the Company’s financial statements.

In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. The objectives of the ASU are to (1) provide decision-useful information to investors and other allocators of capital in a joint venture’s financial statements and (2) reduce diversity in practice. The FASB decided to require a joint venture to apply a new basis of accounting upon formation that will recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). The amendments of this ASU are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. Additionally, a joint venture that was formed before January 1, 2025 may elect to apply the amendments retrospectively if it has sufficient information. early adoptions is permitted in any interim or annual period in which financial statements have not yet been issued (or made available for issuance), either prospectively or retrospectively. The Company does not expect a material impact on the consolidated financial statements.

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, and early application is permitted. The Company does not expect a material impact on the consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional disclosures of income tax components that affect the rate reconciliation and income taxes paid, broken out by the applicable taxing jurisdictions. The Company expects to adopt this ASU for the annual period beginning on January 1, 2025, and does not expect a material impact on the consolidated financial statements.

No other recent accounting pronouncements were issued by FASB that are believed by management to have a material impact on the Company’s present or future financial statements.

Note 4. Accounts Payable and Accrued Expenses

The table below outlines the elements included in accounts payable and accrued expenses at September 30, 2024 and December 31, 2023:

	September 30,		December 31,
	2024		2023
Related parties:
Accrued payroll due officers		4,073,006	$	3,869,711
Accrued interest due officers and directors		3,185,513		2,897,159
Accrued director fees		996,250		928,750
Base rents due to the President		403,276		403,276
Associated rental costs		220,546		198,983
Other		17,308		17,308
Total related parties	$	8,895,899	$	8,315,187

Non-related parties:
Accrued interest	$	3,423,910	$	3,115,463
Accrued dividends		1,331,200		1,270,000
Accrued fines and penalties		687,375		578,775
Other		378,773		308,286
Total non-related parties	$	5,821,258	$	5,272,524

Note 5. Convertible Notes and Line of Credit

Line of Credit

In 2008, the Company entered into an agreement with an unrelated third party for an unsecured Line of Credit up to a maximum of $1,000,000. The Line of Credit carries an interest rate on amounts borrowed of 9% per annum. All funds originally advanced under the facility were due and payable by November 1, 2012. As an inducement to provide the facility, the lender was awarded an immediate option to purchase 50,000 shares of common stock of the Company at $1.75 per share. In addition, the lender received an option to purchase a maximum of 250,000 additional shares of common stock of the Company at $1.75 per share. The options expire following repayment in full by the Company of the amount borrowed. The Company is in default under the repayment terms of the agreement. At September 30, 2024 and December 31, 2023, the unpaid principal and accrued interest due on the obligation totaled $2,370,244 and $2,302,929, respectively.

Convertible Notes

Convertible Notes issued pursuant to the two Private Placements total $962,500 in principal and became due and payable beginning in March 2012 and extending to various dates through June 2013. As of the date of the filing of this report, all the aforementioned debt obligations remain unpaid and in default under the repayment terms of the notes. In November 2020, the Superior Court of the State of Delaware awarded Judgments in favor of certain holders of these Promissory Notes who filed suit against the Company. As a result, the Company must carry an aggregate of $486,796 (total principal and interest) as debt owed to these noteholders. As of September 30, 2024 and December 31, 2023, all Notes issued had a total outstanding principal of $962,500 and accrued interest, including the additional interest awarded pursuant to the Court Judgments, of $1,209,316 and $1,145,957 respectively.

The table below summarizes the Company’s debt arising from the above-described sources as of September 30, 2024 and December 31, 2023:

Schedule of Convertible Notes Payable

	September 30,		December 31,
	2024		2023
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.

Note 6. Convertible Debentures

Pursuant to a Private Placement Memorandum dated February 14, 2014 (the “Private Placement”), the Company offered up to a maximum of $3,000,000 of Collateralized Convertible Senior Debentures to accredited or institutional investors. The Offering was conducted contingent on the deposit into Escrow of the purchase price for all the Debentures offered in the principal amount of $3,000,000. The Debentures, once issued, originally bore interest at 4% per annum after 180 days, matured six years from the date of issuance, and were secured by a lien on the Company’s Mississippi property. The interest rate on these debentures was raised pursuant to subsequent agreements. The debentures were offered in three tranches as follows:

(a) $1,000,000 of First Tranche Collateralized Convertible Senior Debentures convertible into an aggregate of 3,333,333 shares of Common Stock of the Company at a conversion price of $.30 per share (the “First Tranche Debentures”);

(b) $1,000,000 of Second Tranche Collateralized Convertible Senior Debentures, convertible into an aggregate of 2,222,222 shares of Common Stock of the Company at a conversion price of $.45 per share (the “Second Tranche Debentures”); and

(c) $1,000,000 of Third Tranche Collateralized Convertible Senior Debentures, convertible into either 1,818,182 shares of Common Stock or 1,333,333 shares of Common Stock of the Company, at a conversion price of $.55 or $.75 per share depending upon certain conditions described in the Private Placement Memorandum (the “Third Tranche Debentures”).

The conversion rights on each issued Debenture 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.

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 obtained a judgment for amounts due relating to their Debentures. Post judgment interest shall only apply to the $1.5 million of principal due under their Debentures. Total accrued interest due on all outstanding Debentures amounted to $850,460 and $750,719 at September 30, 2024 and December 31, 2023 respectively.

Note 7. Short Term Notes and Interest-Bearing Advance

Promissory Notes

On June 9, 2017, the Company entered into a Promissory Note with an unrelated lender in exchange for proceeds in the amount of $15,000. Interest on the note was 12.5% per annum and payable March 1 of each year the note remained outstanding. Payment in full of the Note was due June 9, 2019. On July 20, 2023, the Noteholder agreed to extend the maturity date of the note to June 9, 2025 with the understanding that the note would be paid in full from the proceeds of an expected eminent domain settlement. Mississippi Gaming Corporation, a wholly owned subsidiary of the Company, guaranteed the Note. In addition, the President of the Company agreed to personally guarantee the Note and to personally secure the Note with an assignment of proceeds due to her under the first lien on the Diamondhead property. The interest payments due on the note since March 1, 2018 were in default. In the fourth quarter of 2023, the Company fully repaid the principal amount of $15,000 and settled the accrued interest due on this obligation, which amounted to $14,165.

Interest Bearing Advances

In 2016, the Company received cash advances totaling $47,500 from seven lenders which included $22,500 from third parties (see Note 8 for related party advances). The proceeds from the cash advances were earmarked for the payment of accounting and auditing fees and other expenses required to file the Company’s Form 10-Q. On August 25, 2016, the Company issued a Note to the foregoing lenders, which matures four years from the date of issuance and bears interest at 8% per annum, with a full year of interest accruing in any year in which the advance remains unpaid. Accrued interest due on the above notes amounted to $17,350 and $16,400 at September 30, 2024 and December 31, 2023 respectively.

On February 2, 2017, the Company borrowed $25,000 from an unrelated third party. The note carries an annual interest rate of approximately 12.5% and is past due. The Company is in default and as such, the lender may increase the interest rate due by an amount of up to 3% per annum in excess of the rate then otherwise applicable. The Company does not have the funds to repay the advance. The President of the Company has agreed to personally secure the note with an assignment of proceeds due to her under the first lien on the Property. Accrued interest on this obligation amounted to $8,210 and $6,644 at September 30, 2024 and December 31, 2023 respectively.

Of the amounts discussed above, $47,500 in short-term notes and advances are in default under the original agreed upon terms.

Note 8. Current Notes Payable Due Related Parties

In 2016, the Company received cash advances totaling $47,500 from seven lenders which included $25,000 from three Current Directors of the Company (see Note 7). The proceeds from the cash advances were earmarked for the payment of accounting and auditing fees and other expenses required to file the Company’s Form 10-Q. On August 25, 2016, the Company issued a Note to the foregoing lenders, which matures four years from the date of issuance and bears interest at 8% per annum, with a full year of interest accruing in any year in which the advance remains unpaid. Accrued interest due on the above notes amounted to $17,350 and $16,400 at September 30, 2024 and December 31, 2023.These amounts are included in current liabilities on the balance sheets as at September 30, 2024 and December 31, 2023. This note is secured by a second lien on the Diamondhead Property.

In the third quarter of 2016, the Chairman of the Board of Directors of the Company loaned the Company $90,000. On August 25, 2016, the Company issued a Note to the Chairman of the Board. The Note bears interest at 14% per annum effective August 1, 2016 and matures four years from the date of issuance. The proceeds of the loan were used for the payment of Mississippi property taxes and auditing, accounting and other corporate expenses. Accrued interest due on the note amounted to $102,975 and $93,482 as of September 30, 2024, and December 31, 2023, respectively.

In July 2017, at the request of the Company, the current Chairman of the Board of Directors, who is also a Vice President of the Company (“the Chairman”), paid all property taxes due, together with all interest due thereon, to Hancock County, Mississippi on the approximate 400-acre tract of land, owned by Mississippi Gaming Corporation, a wholly owned subsidiary of the Company. The total amount advanced was $67,628.

The Chairman is one of the secured parties under that Land Deed of Trust recorded on September 26, 2014 in Hancock County, Mississippi, to secure Tranche I and Tranche II Debentures issued by the Company in 2014. Under paragraph 5 of the Land Deed of Trust, a secured party who advances sums for taxes due on the Property is secured by the same Land Deed of Trust, but only at that interest rate specified in the note representing the primary indebtedness, namely 4% per annum.

The Chairman advanced the $67,628 on condition that: (i) the advance constitute a lien with interest at 4% per annum under that Land Deed of Trust recorded September 26, 2014; (ii) he be paid additional interest of 11% per annum on the amount advanced and owing and that the full 11% interest per annum is payable during any calendar year in which all or part of the amount advanced and owing or interest due thereon remains unpaid; (iii) this additional interest obligation be treated as a separate and secured debt of the Company, to be evidenced by a separate note and is secured with a separate and third lien to be placed on the Property (hereafter “the Third Lien”); (iv) the entire obligation will be treated as an advance to be paid out of any subsequent incoming financing obtained by the Company or any amounts recovered by the Company from a defendant in that collection action brought by the Company in the Circuit Court of Montgomery County, Maryland; and (v) he be indemnified for any losses sustained on the sale of that common stock sold to cover the payment of real estate property taxes and any credit card fees associated with payment (“the indemnification”). The Chairman identified the common stock sold and provided the Company with the documentation required to document the sale of said stock and to calculate the loss, if any, on said stock. The fair value measurement of the derivative indemnification liability at December 31, 2021 was developed using Level 1 inputs, which was valued at $0. On February 4, 2022, the Board of Directors entered into an agreement with the Chairman to issue 35,000 shares of common stock of the Company to the Chairman to repurchase the indemnification. See Note 11. On September 30, 2018, Mississippi Gaming Corporation issued a secured promissory note, due one year from the date of issue to the Chairman for an amount up to $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 $79,012 and $69,527 at September 30, 2024 and December 31, 2023, respectively.

In March of 2018, the Board of Directors voted to increase up to an additional $200,000 the amount secured by the third lien in favor of the Chairman of the Board, for amounts advanced by the Chairman on behalf of the Company, on the following terms and conditions, namely, that (i) the advance constitutes a lien on the Property with interest at 15% per annum; (ii) that the full interest of 15% per annum is payable during any calendar year in which all or part of the amount advanced is due and owing or interest due thereon remains unpaid; (iii) that this debt be evidenced by a separate promissory note and is to be included in and secured with a third lien that is to be placed on the Diamondhead Property to secure previous advances made to the Company (hereafter “the Third Lien”); (iv) that he be indemnified for any losses sustained on the sale of his common stock in an unrelated publicly-traded company to be sold to cover this advance based on a sales price of approximately $2.80 per share with a cap on the maximum loss per share to be at a sales price of $10.00 per share; and (v) that the Chairman’s previous indemnification approved by the Board of Directors on July 24, 2017 with respect to any loss on the sale of the same stock also be capped at a maximum of $10.00 per share. The Chairman 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. On February 4, 2022, the Board of Directors entered into an agreement with the Chairman to issue 35,000 shares of common stock of the Company to the Chairman to repurchase the indemnifications. See Note 11.

On September 30, 2018, Mississippi Gaming Corporation issued a secured promissory note, due one year from the date of issue to the Chairman, for an amount up to $200,000 to cover the principal and interest due with respect to this note. On August 21, 2018, Mississippi Gaming Corporation placed a third lien on the Diamondhead Property to secure this obligation for $200,000.

In November of 2018, the Board of Directors voted to increase up to an additional $100,000 of advances from the Chairman and in March of 2019, the Board of Directors voted to increase the limit of the advances to $200,000. The terms of this advance are identical to the terms as approved above in March 2018.

In July 2020, the Chairman of the Board of the Company paid a total of $67,076 for property taxes due for the year 2019 on the Company’s Diamondhead, Mississippi Property plus $1,573 in related fees. The Company placed a fourteenth lien on the Property in July 2021 to secure a promissory note in the amount of $150,000 issued to the Chairman of the Board of the Company to secure the payment of these taxes and interest due thereon.

In May 2021, the Chairman of the Board of the Company paid a total of $62,610 for property taxes due for the year 2020 on the Company’s Diamondhead, Mississippi Property plus $1,468 in related fees. The Company placed a fifteenth lien on the Property in July 2021 to secure a promissory note in the amount of $100,000 issued to the Chairman of the Board of the Company to secure the payment of these taxes and interest due thereon.

On May 30, 2021, the Chairman of the Board of the Company loaned the Company $50,000. The note is non-interest bearing and matures one year from the date of issuance. The Company placed a sixteenth lien on the Property in July 2021 to secure this non-interest bearing note which totals $50,000 in principal and calls for the issuance of 100,000 shares of common stock. The note is not convertible. As of the issuance date of these unaudited condensed consolidated financial statements, no shares have been issued. The Company recorded a fair value of the stock of $33,500, which was determined by the fair value of the Company’s common stock at the date of the loan. The fair value of the stock was recorded as a debt discount, which will be amortized to interest expense over the life of the note. Debt discount was fully amortized during 2022. In May 2024, the Company agreed to pay additional interest and issue additional shares of common stock to the Chairman based on the date the note entered into default. As of September 30, 2024, the Company recorded $3,694 in stock compensation pertaining to 35,178 shares of common stock that the Company agreed to issue.

On February 17, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principal amount of $25,000 together with 50,000 shares of common stock of the Company. The note was issued in return for the Chairman’s advance of funds to pay accounts payable on behalf of the Company. The note is not convertible. As of the issuance date of these unaudited condensed consolidated financial statements, no shares have been issued. The Company recorded a fair value of the stock of $17,500, which was determined by the fair value of the Company’s common stock at the date of the loan. The fair value of the stock was recorded as a debt discount, which will be amortized to interest expense over the life of the note. During the nine months ended September 30, 2024, debt discount was fully amortized to interest expense to related parties. On November 1, 2023, as previously agreed, the Company paid the Chairman the $25,000 advanced out of the proceeds of the eminent domain settlement.

On July 28, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principal amount of $75,000 together with 150,000 shares of common stock of the Company. The note was issued in return for the Chairman’s advance of funds to pay property taxes due for the year 2022 on the Diamondhead, Mississippi Property and fees due to the Company’s outside auditor for review of the Company’s Form 10-Q for the period ending June 30, 2023. The note is not convertible. As of the issuance date of these financial statements, no shares have been issued. The Company recorded a fair value of the stock of $52,500, which was determined by the fair value of the Company’s common stock at the date of the loan. The fair value of the stock was recorded as a debt discount, which will be amortized to interest expense over the life of the note. During the nine months ended September 30, 2024, $30,337 of debt discount was amortized to interest expense to related parties. On November 1, 2023, as previously agreed, the Company paid the Chairman the $75,000 advanced out of the proceeds of the eminent domain settlement.

As of September 30, 2024, the Chairman had advanced a total of $467,953, net of repayment of $16,250, under both the March 2018 and March 2019 arrangements and was owed accrued interest in the amount of $409,622 and $349,415 as of September 30, 2024 and December 31, 2023.

On July 24, 2017, the President of the Company, who is a Director of the Company, agreed to advance the Company up to $20,000 for the payment of expenses. In March of 2018, the Board of Directors voted to increase to up to $100,000 the amount to be secured by a third lien in favor of the President of the Company for amounts advanced by the President under this note, on the following terms and conditions, namely, that (i) she be paid interest of 15% per annum on the amount advanced and owing and that the full 15% interest per annum is payable during any calendar year in which all or part of the amount advanced and owing or interest due thereon remains unpaid; (ii) the obligation in the maximum principal amount of $100,000 with interest due thereon be treated as a secured debt of the Company, to be evidenced by a separate note and to be secured with a separate lien to be placed on the Diamondhead Property (“the Third Lien”) together with the Chairman’s Third Lien, as well as a first lien to be placed on the residential lot owned by the Company; (iii) that the Third Lien on the Diamondhead Property also include the two loans ($25,000 and $15,000) and interest due thereon and credit facilities in the maximum amount of $15,000; and (iv) that the foregoing will be treated as advances to be paid out of any subsequent incoming financing obtained by the Company or any amounts recovered by the Company from a defendant in that collection action brought by the Company in the Circuit Court of Montgomery County, Maryland.

As of September 30, 2024, the President had advanced a total of $5,007, net of repayments of $68,562, under this agreement. The President previously agreed to secure a $25,000 loan and interest due thereon and to secure and guarantee a $15,000 loan and interest due thereon due non-related parties discussed above. The President is also personally liable for certain bank-issued credit cards used by the Company to pay expenses incurred by the Company in the approximate amount of $18,000. On September 30, 2018, Mississippi Gaming Corporation issued a secured promissory note, due one year from date of issue to the President for an amount up to $100,000 to cover the principal and interest due with respect to this note. On August 21, 2018, Mississippi gaming Corporation placed a third lien on the Diamondhead Property to secure this obligation for $100,000. Accrued interest due on this note amounted to $22,249 and $23,763 as at September 30, 2024 and December 31, 2023.

The third lien placed on the Diamondhead Property, which secures the above three promissory notes, is for a maximum of $400,000 and is payable to the Chairman of the Board ($300,000) and President ($100,000) of the Company.

The principal balance of the notes payable due to the officers and directors discussed above was $702,519, net of debt discount of $0 and $669,279, net of debt discount of $33,241, as of September 30, 2024 and December 31, 2023, respectively.

Note 9. Notes Payable Due Others

In October 2017, the Company entered 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 total proceeds of $100,000 for the notes, resulting in an original issue discount of $26,250. This original issue discount was recorded as a debt discount, which will be amortized to interest expense over the life of the notes. The notes are non-interest bearing and matured in December 2021, one year after the notes’ issuances. These notes are currently in default.

In January and February 2021, the Company entered into two promissory notes with unrelated lenders in exchange for principal amounts of $25,000 and $31,250. The Company received total proceeds of $50,000 for the notes, resulting in an original issue discount of $6,250. This original issue discount was recorded as a debt discount, which will be amortized to interest expense over the life of the notes. The notes are non-interest bearing and matured in January and February 2022, respectively, one year after the notes’ issuances. These notes are currently in default.

In April and May 2021, the Company entered into three promissory notes with unrelated lenders in exchange for principal amounts of $70,000, $25,000 and $25,000. The Company received total proceeds of $100,000 for the three notes, resulting in an original issue discount of $20,000. This original issue discount was recorded as a debt discount, which will be amortized to interest expense over the life of the notes. The notes are non-interest bearing and matured in April and May 2022 one year after the notes’ issuances. The notes are currently in default.

In July 2021, the Company entered into a promissory note with an unrelated lender in exchange for the principal amount of $25,000. The Company received proceeds of $25,000 for the note. The note is non-interest bearing and matures in July 2022, one year after the note’s issuance. The note is currently in default.

In November 2021, the Company entered into a promissory note with an unrelated lender in exchange for the principal amount of $50,000. The Company received proceeds of $50,000 for the note. The note is non-interest bearing and matures in November 2022, one year after the note’s issuance. The note is currently in default.

In March 2022, unrelated third parties paid a total of $60,436 for property taxes due for the year 2021 on the Company’s Mississippi Property and loaned the Company an additional $19,564 for a total of $80,000. In return for the $80,000, the Company issued two non-interest bearing secured promissory notes for $40,000 each, due and payable in one year and, in addition, agreed to issue 80,000 shares of common stock for each $40,000 loaned, for a total repayment due of $80,000 plus 160,000 shares of common stock. The note is currently in default.

In April 2022, the Company entered into a promissory note with an unrelated lender in exchange for the principal amount of $50,000. The Company received proceeds of $50,000 for the note. The note is non-interest bearing and matures in April 2023, one year after the note’s issuance. The note is currently in default.

From April 2021 to June 2022, thirteen liens were placed on the Property to secure the foregoing notes. There is a call for the issuance of a total of 760,000 shares of common stock in connection with the notes and liens, however, no shares have been issued to date. In December 2020, the Company recorded a fair value of the stock of $22,050, which was determined by the fair value of the Company’s common stock at the date of each loan issuance. In 2021, the Company recorded a fair value of the stock pertaining to the 2021 notes of $102,000. In 2022, the Company recorded a fair value of the stock pertaining to the 2022 notes of $98,000. The fair value of the stock was recorded as a debt discount, which has been fully amortized to interest expense as of December 31, 2023.

On July 25, 2023 and August 8, 2023, the Company entered into two promissory notes with unrelated lenders in exchange for a principal amount of $20,000 each. The Company received total proceeds of $40,000 for the notes. These notes are non-interest bearing and mature in one year after the notes’ issuance. In exchange for the loans, the Company also agreed to issue 40,000 shares of common stock of the Company to each lender and agreed to pay each lender the principal due on each note out of the proceeds expected to be received from the settlement of an eminent domain proceeding. The notes are not convertible. As of the issuance date of these unaudited condensed consolidated financial statements, no shares have been issued. The Company recorded a fair value of the stock of $27,200, which was determined by the fair value of the Company’s common stock at the date of the loan. The fair value of the stock was recorded as a debt discount, which will be amortized to interest expense over the life of the note. During the nine months ended September 30, 2024, $15,761 of debt discount was amortized to interest expense to others. On November 1, 2023, as previously agreed, the Company paid the two lenders $20,000 each out of the proceeds of the eminent domain settlement.

During the nine months ended September 30, 2024 and 2023, $15,761 and $29,520 of the debt discount was amortized to interest expense due to others. As of September 30, 2024 and December 31, 2023, total notes payable due others, net of unamortized discount, was $557,500 and $541,739, respectively.

In May 2024, the Company agreed to pay additional interest and issue additional shares of common stock for certain noteholders based on the dates the respective notes entered into default. As of September 30, 2024, the Company recorded $23,799 in stock compensation pertaining to 226,657 shares of common stock that the Company agreed to issue. Additionally, the Company incurred an additional $26,493 in accrued interest payable in cash to one noteholder.

Note 10. Long Term Notes and Interest-Bearing Advance

Promissory Notes

On June 9, 2017, the Company entered into a Promissory Note with an unrelated lender in exchange for proceeds in the amount of $15,000. Interest on the note is 12.5% per annum and payable March 1 of each year the note remains outstanding. Payment in full of the Note was due June 9, 2019. On July 20, 2023, the noteholder agreed to extend the maturity date of the note to June 9, 2025. Mississippi Gaming Corporation, a wholly owned subsidiary of the Company, guaranteed the Note. In addition, the President of the Company agreed to personally guarantee the Note and to personally secure the Note with an assignment of proceeds due to her under the first lien on the Diamondhead property. On November 28, 2023, the Company fully repaid $15,000 along with the accrued interest due on this obligation and no further amount was outstanding.

Note 11. Related Party Transactions

As of September 30, 2024, the President of the Company is owed deferred salary in the amount of $3,866,966 and the Vice President and the current Chairman of the Board of Directors of the Company is owed deferred salary in the amount of $121,140. The Board of directors agreed to pay interest at 9% per annum on the foregoing amounts owed. Interest expenses under this agreement amounted to $260,299 and $241,166 during the nine months ended September 30, 2024, and 2023, respectively. Total interest accrued under this agreement totaled $2,495,958 and $2,237,878 as of September 30, 2024, and December 31, 2023, respectively.

The Company has a month-to-month lease with the President and then-Chairman of the Board of Directors of the Company, for office space owned by the President in Alexandria, Virginia. The lease calls for monthly base rent in the amount of $4,534 and payment of associated costs of insurance, real estate taxes, utilities and other expenses. Rent expense associated with this lease amounted to base rent in the amount of $40,806 and associated rental costs of $26,097 for a total of $66,903 for the nine months ended September 30, 2024 and base rent of $40,808 and associated rental costs of $24,989 for a total of $65,797 for the nine months ended September 30, 2023. Payment of $45,340 and 0 was made in nine months ended September 30, 2024 and September 30, 2023 respectively. At September 30, 2024 and December 31, 2023, amounts owed for base rent and associated rental costs totaled $623,822 and $602,252, respectively.

Directors of the Company are entitled to a director’s fee of $15,000 per year for their services. The Company has been unable to pay directors’ fees to date. A total of $996,250 and $928,750 was due and owing to the Company’s current and former directors as of September 30, 2024 and December 31, 2023, respectively. Directors have previously been compensated and may, in the future, be compensated for their services with cash, common stock, or options to purchase common stock of the Company.

On February 4, 2022, the Board of Directors entered into an agreement with the Chairman of the Board of Directors, to issue 35,000 shares of common stock of the Company to Mr. Harrison to repurchase the indemnifications the Company had previously agreed to pay the Chairman for losses, if any, suffered on certain stock he had sold in prior years in an unrelated company to raise funds to pay property taxes due on the Diamondhead, Mississippi Property and to lend additional funds to the Company. This repurchase eliminated any risk to the Company arising from the indemnification which could have been material. During the nine months ended September 30, 2024, the Company recorded stock-based compensation of $0 for the fair value of these shares, which have not yet been issued as of the issuance date of these unaudited condensed consolidated financial statements.

On November 1, 2023, as previously agreed, the Company paid the Chairman the $25,000 advanced and the $75,000 advanced out of the proceeds of the eminent domain settlement.

See Notes 4, 5, 7, 8 and 12 for other related party transactions.

Note 12. Commitments and Contingencies

Liens

As of September 30, 2024, the Company had placed twenty-one liens on the Company’s Diamondhead, Mississippi Property (“the Property”). No additional liens have been filed as of the filing of this report. The liens are as follows:

In September of 2014, a first lien was placed on the Property pursuant to a Private Placement dated February 14, 2014, as amended, to secure certain obligations of the Company. The first lien is composed of an (i) Executives Lien and (ii) an Investors’ Lien. The liens are in pari passu.

On March 31, 2014, the Company issued $1 million of First Tranche Collateralized Convertible Senior Debentures. On December 31, 2014, the Company issued $850,000 of Second Tranche Collateralized Convertible Senior Debentures. On September 26, 2014, a first lien was placed on the Diamondhead Property in favor of the Investors to secure the principal due in the amount of $1,850,000 and interest due thereon (the “Investors Lien”). The Investors Lien is in pari passu with a first lien placed on the Property in favor of the President of the Company, the Vice President of the Company, and certain directors of the Company for past due wages, compensation, and expenses owed to them in the maximum aggregate amount of $2,000,000 (the “Executives Lien”). The CEO will serve as Lien Agent for the Executives Lien.

On December 16, 2016, the Company filed a second lien on the Property in the maximum amount of $250,000 to secure certain notes payable, including notes to related parties, totaling $137,500 in principal and accrued interest incurred.

On August 21, 2018, the Company filed a third lien on the Property in the maximum amount of $400,000 to secure notes issued to the Chairman of the Board and President of the Company arising in the third quarter of 2017 and during 2018, as more fully described in Note 8.

On January 26, 2021, the Company filed a fourth lien on the Property in the amount of $2,000,000 to secure a non-interest-bearing note payable in the amount of $2,000,000 issued to secure amounts owed to the President of the Company for accrued, but unpaid, salary, rent and other expenses.

On February 17, 2021, the Company filed a fifth lien in the amount of $658,750 on the Property to secure a non-interest-bearing note payable in the amount of $658,750, issued to secure amounts owed to nine directors, including the Company’s six current directors.

In April 2021, the Company filed six liens on the Property to secure six non-interest-bearing notes payable to be issued to six lenders bringing total liens on the Property to eleven. The six notes issued total $252,500 in principal and call for the issuance of 250,000 shares of common stock. The notes are not convertible. As of the issuance date of these unaudited condensed consolidated financial statements, no shares have been issued.

In June 2021, the Company filed a twelfth and thirteenth liens on the Property to secure two non-interest bearing notes issued in May of 2021 which total $50,000 in principal and call for the issuance of a total of 100,000 shares of common stock. The notes are not convertible. As of the issuance date of these unaudited condensed consolidated financial statements, no shares have been issued.

In July 2021, the Company filed a fourteenth lien on the Property to secure a promissory note in the amount of $150,000 issued to the Chairman of the Board to secure the payment of taxes and interest that were paid by the Chairman in July 2020.

In July 2021, the Company filed a fifteenth lien on the Property to secure a promissory note in the amount of $100,000 issued to the Chairman of the Board to secure the payment of taxes and interest that were paid by the Chairman in May 2021.

In July 2021, the Company filed a sixteenth lien on the Property to secure a non-interest bearing note issued to the Chairman of the Board in May 2021 which totals $50,000 in 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 unaudited condensed consolidated financial statements, no shares have been issued.

In July 2021, the Company filed a seventeenth lien on the Property to secure a non-interest bearing note issued to a lender, which totals $25,000 in principal and calls for the issuance of 50,000 shares of common stock. The note is not convertible. As of the issuance date of these unaudited condensed consolidated financial statements, no shares have been issued.

In November 2021, the Company filed an eighteenth lien on the Property to secure a non-interest bearing note issued in November 2021 which totals $50,000 in 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 unaudited condensed consolidated financial statements, no shares have been issued.

In March 2022, the Company filed a nineteenth and twentieth lien on the Property to secure two non-interest bearing notes issued in March of 2022 which total $80,000 in principal and call for the issuance of a total of 160,000 shares of common stock. The notes are not convertible. As of the issuance date of these unaudited condensed consolidated financial statements, no shares have been issued.

In May 2022, the Company filed a twenty-first lien on the Property to secure a non-interest bearing note issued in April of 2022 which totals $50,000 in principal and calls for the issuance of a total of 100,000 shares of common stock. The note is not convertible. As of the issuance date of these unaudited condensed consolidated financial statements, no shares have been issued.

Other

The Company is currently delinquent in filing those documents and forms required to be filed in connection with its Employee Stock Ownership Plan (“ESOP”) for the years ended December 31, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016 and 2015. The Company did not have the funds to pay professionals to prepare, audit and file these documents and forms when due. Although these required filings normally do not result in any tax due to an agency of the government, the Company could be subject to significant penalties for failure to file these forms when due. Penalties are assessed by the Department of Labor on a per diem basis from the original due dates for the required informational filings until the filings are actually made. The Company has accrued $687,375 and $578,775 on the current delinquent filings as of September 30, 2024 and December 31, 2023, 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. As of September 30, 2024, the Company had not filed its federal tax returns for the years ended December 31, 2023, 2022, 2021, 2020, 2019, 2018, 2017 and 2016. In November 2024, the Company filed these federal tax returns. No tax was due with these federal returns.

The Company has not filed its annual reports together with its franchise tax due with the state of Delaware for 2023, 2022, 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 2022, 2021, 2020, 2019 and 2018. Casino World, Inc., a wholly owned subsidiary of the Company, has not filed its annual reports, together with its franchise tax due, with the state of Delaware for 2023, 2022, 2021, 2020, 2019, 2018, 2017 and 2016. Mississippi Gaming Corporation has not filed its corporate income and franchise tax returns, together with the tax due, with the state of Mississippi for 2023, 2022, 2021, 2020, 2019, or 2018. Casino World, Inc. has not filed its corporate income and franchise tax returns, together with the tax due, with the state of Mississippi for 2023, 2022, 2021, 2020, 2019, 2018, 2017 and 2016. As of September 30, 2024, the accrued franchise taxes for Delaware and Mississippi totaled $16,660.

Edson Arneault, John Hawley as Servicing Agent for Argonaut 2000 Partners, L.P., Kathleen and James Devlin, J. Steven Emerson, Emerson Partners, J. Steven Emerson, as Successor to Steven Emerson Roth IRA, Steven Rothstein, and Barry and Irene Stark v. Diamondhead Casino Corporation (In the United States Bankruptcy Court for the District of Delaware (C.A. No. 24-11354-JKS)

On June 12, 2024, the above-named parties filed a Chapter 7 Involuntary Petition against a Non-Individual (Diamondhead Casino Corporation). The foregoing parties seek a total of $2,422,500. The Petition was served on June 13, 2024. On July 18, 2024, the Company filed a Motion of the Alleged Debtor, Diamondhead Casino Corporation, to Dismiss the Involuntary Bankruptcy Petition or, in the Alternative, to Convert the Case to Chapter 11 (hereinafter “Diamondhead’s Motion to Dismiss”). On September 3, 2024, the Petitioners’ filed an Answering Brief in Opposition to Diamondhead’s Motion to Dismiss. On September 25, 2024, the Court held a status hearing in the matter. An evidentiary hearing on Diamondhead’s Motion to Dismiss is set for December 4, 2024.

Management Agreement

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Financial Results

Forward Looking Statements

This section should be read together with the consolidated financial statements and related notes thereto for the year ended December 31, 2023 included with our annual report filed on Form 10-K.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, for which the Private Securities Litigation Reform Act of 1995 provides a safe harbor. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and intentions and are not historical facts and typically are identified by use of terms such as “believes,” “expects,” “anticipates,” “estimates,” “plans,” “intends,” “objectives,” “goals,” “aims,” “projects,” “forecasts,” “possible,” “seeks,” “may,” “could,” “should,” “might,” “likely,” “enable,” or similar words or expressions, as well as statements containing phrases such as “in our view,” “there can be no assurance,” “although no assurance can be given,” or “there is no way to anticipate with certainty.” These statements include, among other things, statements regarding our ability to implement our business plan and business strategy, our ability to obtain financing to sustain the Company, our ability to finance any future development, construction or operations, our ability to attract key personnel, and our ability to operate profitably in the future. These forward-looking statements are based on current expectations and assumptions that are subject to substantial risks and uncertainties which could cause our actual results to differ materially from those reflected in the forward-looking statements. In evaluating these forward-looking statements, you should consider risks and uncertainties relating to various factors, including, but not limited to, financing, licensing, construction and development, competition, legal actions, federal, state, county and/or city government actions, general financing conditions, and general economic conditions.

The Company’s actual results may differ significantly from results projected in the forward-looking statements. We undertake no obligation to revise or update forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Throughout this Annual Report references to “we,” “our,” “us,” “Diamondhead Casino Corporation,” the “Company,” and similar terms refer to Diamondhead Casino Corporation and its wholly-owned subsidiaries, unless the context indicates otherwise.

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

The Company has incurred continued losses over the years and certain conditions raise substantial doubt about the Company’s ability to continue as a going concern. 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. The development of the Diamondhead Property is dependent on obtaining the necessary capital, through equity and/or debt financing, unilaterally, or in conjunction with one or more partners, to master plan, design, obtain permits for, construct, staff, open, and operate a casino resort. In the past, the Company has been able to sustain itself through various short-term borrowings. At September 30, 2024, the Company had cash and cash equivalents of $219,864, while accounts payable and accrued expenses totaled $14,717,157 and the Company had an accumulated deficit of $48,275,002. The Company is expecting an additional $154,622 of income from its eminent domain settlement. The Company reported a net loss applicable to common shareholders of $1,336,000 for the nine months ended September 30, 2024. While the Company currently has sufficient funds to sustain itself, it is imperative that the Company secure a source of funds to provide further working capital.

Management of the Company believes it will be difficult to secure suitable financing that would allow it to continue to pursue ultimate development of the Property. Therefore, on December 14, 2023, the Company entered into an agreement with an unrelated commercial real estate brokerage firm to sell all or part of the Diamondhead, Mississippi Property or to find an equity investor for the project and/or financing for the project. The agreement became effective December 14, 2023, and terminates December 31, 2025, unless extended in writing by the parties. The agreement is a non-exclusive agreement and provides for a success-based fee only.

The above conditions raise substantial doubt about the Company’s ability to continue as a going concern and its ability to generate cash to meet its cash requirements for the following twelve months as of the date of this Form 10-Q.

Financial Results and Analysis

During the nine months ended September 30, 2024 and 2023, the Company incurred net losses applicable to common stockholders of $1,412,200 and $1,326,975, respectively. The increase in the loss, which totaled $85,225, is primarily due to an increase in interest expense during the first three quarters of 2024.

Administrative and general expenses incurred totaled $633,251 and $589,744 for the nine months ending September 30, 2024 and 2023, respectively. The table below depicts the major categories comprising these expenses:

	September 30,		September 30,
	2024		2023
Payroll and Related Taxes	$	225,650	$	225,000
Director Fees		67,500		67,500
Professional Services		115,336		121,027
Rents and Insurances		66,903		65,797
Fines and Penalties		108,600		97,700
All Other Expenses		49,262		12,720
Total General and Administrative Expenses	$	633,251	$	589,744

Other Income and Expense

Interest expenses incurred totaled $645,802 and $609,968 for the nine months ending September 30, 2024 and 2023, respectively, an increase of $35,834. The increase in 2024 is primarily attributable to an increase in interest due on the Chairman’s related party loans from 2023 to 2024.

Off-Balance Sheet Arrangements

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.

Brokerage Agreement

On December 14, 2023, the Company entered into an agreement with an unrelated commercial real estate brokerage firm to sell all or part of Diamondhead, Mississippi Property or to find an equity investor for the project and/or financing for the project. The agreement became effective December 14, 2023 and terminates December 31, 2025, unless extended in writing by the parties. The agreement is a non-exclusive agreement and provides for a success-based fee only.

In the event of a sale of all or part of the Diamondhead Property to the person(s) or entity(ies) the broker brings to the deal, the Company will pay a fee equal to four percent (4%) of the gross sales price of property sold to the person(s) or entity(ies) the broker brings to the deal.

In the event of an equity investment by an equity investor(s) the broker brings to the deal, the Company will pay the broker a fee equal to: (i) four percent (4%) of the amount of the equity invested on the first $25 million invested, plus (ii) 2% of the amount of the equity invested in excess of $25 million. In the event the broker closes an equity financing, the broker shall have a right of first refusal to obtain debt financing for a period of two years commencing with the final date on which the Company receives the equity financing during the term of the agreement or post-termination of the agreement.

In the event the broker secures debt financing for the Company, the Company will pay the broker: (i) one percent (1%) of the amount of any debt financing obtained from the person(s) or entity(ies) the broker brings to the deal on the first $75 million received by the Company, plus (ii) one-half of one percent (.50%) of the amount of any debt financing obtained in excess of the first $75 million received from a person(s) or entity(ies) the broker brings to the deal.

All fees are contingent. Payment of any fee is contingent on the signing of a sales agreement, equity agreement, or loan agreement acceptable to the Company in its sole discretion and payment of the sales price, equity investment or debt financing by the person(s) or entity(ies) the broker brings to the deal and upon receipt of good funds. All fees will be paid at Closing out of monies paid by the person(s) or entity(ies) the broker brings to the deal. If funds are paid periodically, the fee due will be paid periodically upon receipt of said funds and in proportion to the funds received.

There are no other off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues and expenses, results of operations, liquidity, capital expenditures or capital resources, that are material to our stockholders.

Related Party

In July 2017, the Chairman of the Board paid $67,628 for all property taxes due, together with all interest due thereon, to Hancock County, Mississippi for the approximate 400-acre tract of land (“the Diamondhead Property”), owned by Mississippi Gaming Corporation, a wholly-owned subsidiary of the Company. In 2018, the Chairman advanced additional funds totaling $205,250 to the Company. In 2019, the Chairman advanced additional funds totaling $125,396 to the Company. In 2020, the Chairman advanced additional funds totaling $69,679 to the Company. The conditions of the notes under which the Chairman agreed to make the foregoing payments and advances are discussed in full detail in Note 8 of the attached unaudited condensed consolidated financial statements.

Of particular note to these conditions is item (v) which called for the Chairman to be indemnified for any loss sustained on the sale of certain common stock sold to cover the property taxes paid. 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 contingent future loss, if any, on said stock. Had the Company paid the note in full at December 31, 2021 in addition to the principal and interest due, the Company would not have been liable for any additional funds to indemnify the Chairman pursuant to the terms of the notes. On February 4, 2022, the Board of Directors entered into an agreement with the Chairman to issue 35,000 shares of common stock of the Company to the Chairman to repurchase the indemnification. This repurchase eliminated any risk to the Company arising from the indemnification which could have been material.

During the quarter ended September 30, 2024 and 2023, the Company recorded stock-based compensation of $397 and $0 for the fair value for these shares, which have not been issued as of the issuance date of these financial statements.

Critical Accounting Estimates

Impairment of 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.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

As a smaller reporting company, information under this item is not required to be presented.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

In connection with the preparation of this quarterly report on Form 10-Q, our management, with the participation of our Chief Executive Officer, who also serves as Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are controls and other procedures that are designed to ensure that the information that we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s Rules and Forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer/Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on the results of this evaluation, the Chief Executive Officer/Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as September 30, 2024. See below for management’s report.

The management, under the supervision of our Chief Executive Officer/Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with existing policies or procedures may deteriorate.

The Chief Executive Officer/Chief Financial Officer conducted, under the supervision of our principal executive officer and principal financial officer, an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on this evaluation, the Chief Executive Officer/Chief Financial Officer concluded that material weaknesses over financial reporting existed as of September 30, 2024. Management identified the following material weakness that has caused management to conclude that, as of September 30, 2024, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

We do not have sufficient segregation of duties within accounting functions inasmuch as we have only one employee.

The Company has designed and instituted policies and procedures to eliminate and/or mitigate the foregoing.

As a result of the material weakness identified above, our internal control over financial reporting was not effective as of September 30, 2024. The Company has initiated a plan to address the above weakness. While segregation of duties is very difficult in a small company with only one employee, the Company intends to utilize third-party consultants to ensure effective financial reporting and disclosures are met.

To address the material weakness identified, management performed additional analyses and other procedures to ensure that the consolidated financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control Over Financial Reporting

During the third quarter ending September 30, 2024, Management has taken corrective actions to address the previously reported material weakness related to the development and communication of accounting policies and procedures. The company has established and effectively communicated accounting policies and procedures, resulting in consistent practices for complex accounting transactions. Based on our examination of evidence supporting management’s assertion and other procedures performed, we believe that the previously reported material weakness no longer exists.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

Cooperative Energy, a Mississippi Electric Cooperative v. Mississippi Gaming Corporation (In the Special Court of Eminent Domain, Hancock County, Mississippi (Case No. CC20-0221)

Cooperative Energy, a Mississippi Electric Cooperative v. Mississippi Gaming Corporation, et al (all lienholders of the Diamondhead Property. (In the Special Court of Eminent Domain, Hancock County, Mississippi (Case No. CC23-0153)

Since 1994, American Telephone and Telegraph Company (“AT&T”) has had an exclusive right of way easement along the northern portion of Mississippi Gaming Corporation’s (“MGC”) Diamondhead, Mississippi Property (“the Property”) to construct, operate, maintain, inspect, alter, replace and remove communications systems which they may require from time to time. Cooperative Energy, a Mississippi Electric Cooperative, also sought and has now obtained a permanent easement along the northern portion of the Property on which to construct, maintain and operate electric transmission lines together with an access road. On or about November 19, 2020, Cooperative Energy filed a Complaint with the Special Court of Eminent Domain, Hancock County, Mississippi seeking an Order authorizing the Cooperative to enter onto the Property for the purpose of examinations and surveys. The matters sought in the Complaint were quickly resolved by agreement of the parties. The Company’s understanding and MGC’s understanding was that the case would be dismissed, but the case was not dismissed. On or about May 24, 2023, Cooperative Energy filed a Complaint for Eminent Domain in the Special Court of Eminent Domain, Hancock County, Mississippi in which it named MGC and all persons and entities holding liens on the Diamondhead, Mississippi Property as defendants.

On or about February 19, 2023, the parties entered into an Indemnification Agreement to fully indemnify MGC and Diamondhead Casino Corporation and each of their respective directors, officers, employees, agents, attorneys, and affiliates, and hold each of them harmless and defend each of them against any and all claims, losses, damages, expenses and/or liabilities to which an Indemnified Party might become liable arising out of or relating to any activities conducted on or about the Property by Cooperative Energy and/or its respective directors, officers, employees, agents, attorneys, affiliates and/or representatives and/or any unrelated third parties, contractors and/or subcontractors performing any activities on the Property at the request of or for the benefit of Cooperative Energy.

On September 1, 2023, Cooperative Energy filed a Motion to Approve Settlement, an Amended Statement of Values and a Notice of Hearing for September 11, 2023. Cooperative Energy served all interested parties, including all persons or entities holding liens on the Diamondhead Property, as defendants in the case. On September 26, 2023, the Court entered an Order Granting Plaintiff Right of Immediate Title and Possession. On October 17, 2023, the Court entered an Order Approving Settlement in the amount of $1,000,000 and entered an Order Approving Disbursement of Funds to MGC. On October 20, 2023, MGC received $845,378 as part of the settlement amount. The parties are working on the wording of the two easements: a Cooperative Energy Right-Of-Way Easement and an Access Road Easement. Once the easements are finalized and signed, Cooperative Energy will pay MGC the remaining amount due of $154,622.

The two easements are perpetual. The Right-Of-Way Easement is to construct, maintain, operate, add, and/or remove electric transmission lines, distribution lines, towers, wires, poles, appliances, equipment, anchors, frame structures, guys, counter-poise wire or other counter-poise conductors, and appurtenances thereto, all of which are collectively referred to as “Power Lines,” upon, over, under and across the land which is the subject of the easement. The Access Road Easement is for ingress and egress for use in the clearing, construction, maintenance and operation of transmission line facilities.

Cooperative Energy has informed MGC that it has obtained an agreement from AT&T concerning AT&T’s pre-existing exclusive right of way easement so that the Company will not be in breach of its agreement with AT&T.

Edson R. Arneault, Kathleen Devlin and James Devlin, J. Steven Emerson, Emerson Partners, J. Steven Emerson Roth IRA, Steven Rothstein, and Barry Stark and Irene Stark v. Diamondhead Casino Corporation (In the United States District Court for the District of Delaware (C.A. No. 1:16-cv-00989-LPS)

On October 25, 2016, Edson R. Arneault, Kathleen Devlin and James Devlin, J. Steven Emerson, Emerson Partners, J. Steven Emerson Roth IRA, Steven Rothstein, and Barry Stark and Irene Stark filed a Complaint against the Company in the United States District Court for the District of Delaware for monies due and owing pursuant to certain Collateralized Convertible Senior Debentures issued on March 31, 2014 and December 31, 2014. A companion case was filed in the Superior Court of the State of Delaware by John Hawley, as servicing agent for Argonaut 2000 Partners, L.P. (John Hawley, as servicing agent for Argonaut 2000 Partners, L.P. v. Diamondhead Casino Corporation (Superior Court of the State of Delaware)(Case No. N19C-02-239 RRC) The eight plaintiffs in the two cases were seeking a total of $1.5 million in principal due, plus interest from January 1, 2015, together with costs and fees. On or about December 12, 2019, the parties entered into a Settlement Agreement and on January 13, 2020, the parties filed a Stipulation of Voluntary Dismissal with Prejudice in the case. The case was dismissed with the Court maintaining continuing jurisdiction over the Settlement Agreement.

In or about December 2022, the parties entered into an Amendment to Settlement Agreement. The Amendment provides, in pertinent part, as follows: that on or before March 31, 2023, the Plaintiffs would be paid the principal due under their debentures of $1.5 million, plus interest of four percent (4%) per annum on the principal due from January 1, 2015 through December 31, 2019, plus interest of six percent (6%) per annum on the principal due from January 1, 2020 through March 31, 2022, plus interest of eight percent (8%) per annum on the principal due from April 1, 2022 through the date of payment. In addition the Company agreed to pay legal costs and fees of $175,000 plus 50,000 shares of common stock. In the event payment was not made on or before March 31, 2023, a judgment would be entered in the case. Post judgment interest shall only apply to the $1.5 million principal due. Payment was not made on or before March 31, 2023. On July 5, 2023, the Plaintiffs filed a Motion to Reopen the Action, Vacate Dismissal, and Enter Judgment on Consent. The Company did not object to the Motion. On September 20, 2023, the Court entered an Order Granting Plaintiffs’ Motion to Reopen this Action, Vacate Dismissal, and Compel Enforcement of the Settlement Agreement and entered the Consent Judgment previously agreed to by the Company. The Company has accrued legal fees of $195,000 and $16,500 for accrued liability for stock and accrued additional interest of $112,500 for the years ended December 31, 2022 and 2023 respectively.

Item 1A. Risk Factors

As a smaller reporting company, information under this item is not required to be presented.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Default Upon Senior Securities

Refer to the footnotes for all defaults on the Company’s indebtedness.

The Company is in arrears on the payment of dividends due on its three series of preferred stock currently issued and outstanding. The Company has not paid preferred dividends due in the first nine months of 2024 in the amount of i) $31,200 on its Series S-PIK preferred stock; ii) $15,000 on its Series S-NR preferred stock; and iii) $15,000 on its Series S preferred stock. The table below summarizes total preferred stock dividends in arrears at September 30, 2024.

	Total Amount
Description	In Arrears

Series S	$	390,000
Series S-NR		390,000
Series S-PIK		551,200

Total in arrears	$	1,331,200

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibits 31.1 and 31.2

Attached to this report is the certification of the Chief Executive Officer/Chief Financial Officer of the Company pursuant to Rule 13A–14 of the Securities and Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.

Exhibits 32.1 and 32.2

Attached to this report is the certification of the Chief Executive Officer/Chief Financial Officer of the Company as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	DIAMONDHEAD CASINO CORPORATION

Date: November 13, 2024		/s/ Deborah A. Vitale
	By:	Deborah A. Vitale
		Chief Executive Officer

Exhibit 31.1

CERTIFICATIONS

I, Deborah A. Vitale, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Diamondhead Casino Corporation;

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

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

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

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

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

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

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

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

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

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

Date: November 13, 2024

/s/ Deborah A. Vitale
Deborah A. Vitale
Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Deborah A Vitale, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Diamondhead Casino Corporation;

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

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

Date: November 13, 2024

/s/ Deborah A. Vitale
Deborah A. Vitale
Chief Financial Officer

Exhibit 32.1

CERTIFICATION

In connection with the Quarterly Report of Diamondhead Casino Corporation (the “Company”) on Form 10-Q for the quarter ending September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Deborah A. Vitale, Chief Executive Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: November 13, 2024	/s/ Deborah A. Vitale
	Deborah A. Vitale
	Chief Executive Officer

Exhibit 32.2

CERTIFICATION

In connection with the Quarterly Report of Diamondhead Casino Corporation (the “Company”) on Form 10-Q for the quarter ending September 30,2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Deborah A. Vitale, Chief Financial Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: November 13, 2024	/s/ DEBORAH A. VITALE
	Deborah A. Vitale
	Chief Financial Officer

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 13, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
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		39,052,472

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 219,864	$ 426,124
Total current assets	219,864	426,124
Land (Note 3)	5,233,204	5,233,204
Other receivable	154,622	154,622
Other assets	80	80
Total assets	5,607,770	5,814,030
Current liabilities:
Convertible notes and line of credit payable (Note 5)	1,962,500	1,962,500
Debenture payable (Note 6)	50,000	50,000
Convertible debenture payable (Note 6)	1,800,000	1,800,000
Short term notes and interest bearing advance (Note 7)	65,504	65,504
Total current liabilities	19,855,180	18,676,733
Non-current liabilities
Total liabilities	19,855,180	18,676,733
Commitments and contingencies (Notes 3 and 12)
Stockholders’ deficit:
Preferred stock, $0.01 par value; shares authorized 5,000,000, outstanding 2,086,000 at September 30, 2024 and December 31, 2023 (aggregate liquidation preference of $2,519,080 at September 30, 2024 and December 31, 2023)	20,860	20,860
Common stock, $0.001 par value; shares authorized 50,000,000, issued:39,052,472 at September 30, 2024 and December 31, 2023 outstanding:36,297,576 at September 30, 2024 and December 31, 2023	39,052	39,052
Additional paid-in capital	36,691,273	36,663,780
Unearned ESOP shares	(2,490,662)	(2,490,662)
Accumulated deficit	(48,275,002)	(46,862,802)
Treasury stock, at cost, 1,084,431 shares at September 30, 2024 and December 31, 2023	(232,931)	(232,931)
Total stockholders’ deficit	(14,247,410)	(12,862,703)
Total liabilities and stockholders’ deficit	5,607,770	5,814,030
Related Party [Member]
Current liabilities:
Accounts payable and accrued expenses	8,895,899	8,315,187
Notes payable	702,519	669,279
Others [Member]
Current liabilities:
Accounts payable and accrued expenses	5,821,258	5,272,524
Notes payable	$ 557,500	$ 541,739

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
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	$ 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, common, shares	1,084,431	1,084,431
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Debt instrument unamortized discount	$ 0	$ 33,241
Others [Member]
Defined Benefit Plan Disclosure [Line Items]
Debt instrument unamortized discount	$ 0	$ 15,761

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
COSTS AND EXPENSES
Administrative and general	$ 219,778	$ 206,436	$ 633,251	$ 589,744
Other	16,913	17,239	56,947	51,063
Total costs and expenses	236,691	223,675	690,198	640,807
Interest expense:
Other	90,486	72,612	351,544	250,565
Total other expense	179,572	161,831	645,802	609,968
NET LOSS	(416,263)	(385,506)	(1,336,000)	(1,250,775)
PREFERRED STOCK DIVIDENDS	(25,400)	(25,400)	(76,200)	(76,200)
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS	$ (441,663)	$ (410,906)	$ (1,412,200)	$ (1,326,975)
Weighted average common shares outstanding - basic	36,297,576	36,297,576	36,297,576	36,297,576
Weighted average common shares outstanding - diluted	36,297,576	36,297,576	36,297,576	36,297,576
Net loss per common share - basic	$ (0.01)	$ (0.01)	$ (0.04)	$ (0.04)
Net loss per common share - diluted	$ (0.01)	$ (0.01)	$ (0.04)	$ (0.04)
Related Party [Member]
Interest expense:
Related parties	$ 89,086	$ 89,219	$ 294,258	$ 359,403

Condensed Consolidated Statements of Changes in Stockholders' Deficiency (Unaudited) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Balance	$ (13,809,029)	$ (13,359,550)	$ (12,862,703)	$ (12,893,445)	$ (12,500,733)	$ (11,994,876)	$ (12,862,703)	$ (11,994,876)
Common stock to be issued in connection with interest on notes payable- related parties	397	3,297		52,500		17,500
Dividends	(25,400)	(25,400)	(25,400)	(25,400)	(25,400)	(25,400)
Net loss	(416,263)	(448,290)	(471,447)	(385,506)	(367,312)	(497,957)	(1,336,000)	(1,250,775)
Common stock to be issued in connection with interest on notes payable- others	2,885	20,914		27,200
Balance	(14,247,410)	(13,809,029)	(13,359,550)	(13,224,651)	(12,893,445)	(12,500,733)	(14,247,410)	(13,224,651)
Preferred Stock [Member]
Balance	$ 20,860	$ 20,860	$ 20,860	$ 20,860	$ 20,860	$ 20,860	$ 20,860	$ 20,860
Balance, shares	2,086,000	2,086,000	2,086,000	2,086,000	2,086,000	2,086,000	2,086,000	2,086,000
Common stock to be issued in connection with interest on notes payable- related parties
Dividends
Net loss
Common stock to be issued in connection with interest on notes payable- others
Balance	$ 20,860	$ 20,860	$ 20,860	$ 20,860	$ 20,860	$ 20,860	$ 20,860	$ 20,860
Balance, shares	2,086,000	2,086,000	2,086,000	2,086,000	2,086,000	2,086,000	2,086,000	2,086,000
Common Stock [Member]
Balance	$ 39,052	$ 39,052	$ 39,052	$ 39,052	$ 39,052	$ 39,052	$ 39,052	$ 39,052
Balance, shares	39,052,472	39,052,472	39,052,472	39,052,472	39,052,472	39,052,472	39,052,472	39,052,472
Common stock to be issued in connection with interest on notes payable- related parties
Dividends
Net loss
Common stock to be issued in connection with interest on notes payable- others
Balance	$ 39,052	$ 39,052	$ 39,052	$ 39,052	$ 39,052	$ 39,052	$ 39,052	$ 39,052
Balance, shares	39,052,472	39,052,472	39,052,472	39,052,472	39,052,472	39,052,472	39,052,472	39,052,472
Additional Paid-in Capital [Member]
Balance	$ 36,687,991	$ 36,663,780	$ 36,663,780	$ 36,139,578	$ 36,139,578	$ 36,122,078	$ 36,663,780	$ 36,122,078
Common stock to be issued in connection with interest on notes payable- related parties	397	3,297		52,500		17,500
Dividends
Net loss
Common stock to be issued in connection with interest on notes payable- others	2,885	20,914		27,200
Balance	36,691,273	36,687,991	36,663,780	36,219,278	36,139,578	36,139,578	36,691,273	36,219,278
Unearned ESOP [Member]
Balance	$ (2,490,662)	$ (2,490,662)	$ (2,490,662)	$ (2,609,264)	$ (2,609,264)	$ (2,609,264)	$ (2,490,662)	$ (2,609,264)
Balance, shares	1,670,465	1,670,465	1,670,465	1,750,010	1,750,010	1,750,010	1,670,465	1,750,010
Common stock to be issued in connection with interest on notes payable- related parties
Dividends
Net loss
Common stock to be issued in connection with interest on notes payable- others
Balance	$ (2,490,662)	$ (2,490,662)	$ (2,490,662)	$ (2,609,264)	$ (2,609,264)	$ (2,609,264)	$ (2,490,662)	$ (2,609,264)
Balance, shares	1,670,465	1,670,465	1,670,465	1,750,010	1,750,010	1,750,010	1,670,465	1,750,010
Retained Earnings [Member]
Balance	$ (47,833,339)	$ (47,359,649)	$ (46,862,802)	$ (46,267,444)	$ (45,874,732)	$ (45,351,375)	$ (46,862,802)	$ (45,351,375)
Common stock to be issued in connection with interest on notes payable- related parties
Dividends	(25,400)	(25,400)	(25,400)	(25,400)	(25,400)	(25,400)
Net loss	(416,263)	(448,290)	(471,447)	(385,506)	(367,312)	(497,957)
Common stock to be issued in connection with interest on notes payable- others
Balance	(48,275,002)	(47,833,339)	(47,359,649)	(46,678,350)	(46,267,444)	(45,874,732)	(48,275,002)	(46,678,350)
Treasury Stock, Common [Member]
Balance	$ (232,931)	$ (232,931)	$ (232,931)	$ (216,227)	$ (216,227)	$ (216,227)	$ (232,931)	$ (216,227)
Balance, shares	1,084,431	1,084,431	1,084,431	1,004,886	1,004,886	1,004,886	1,084,431	1,004,886
Common stock to be issued in connection with interest on notes payable- related parties
Dividends
Net loss
Common stock to be issued in connection with interest on notes payable- others
Balance	$ (232,931)	$ (232,931)	$ (232,931)	$ (216,227)	$ (216,227)	$ (216,227)	$ (232,931)	$ (216,227)
Balance, shares	1,084,431	1,084,431	1,084,431	1,004,886	1,004,886	1,004,886	1,084,431	1,004,886

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (1,336,000)	$ (1,250,775)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization	49,001	50,974
Common stock to be issued in connection with interest on notes	27,493
Changes in operating assets and liabilities:
Accounts payable and accrued expenses - related parties	504,512	641,499
Accounts payable and accrued expenses - other	548,734	390,509
Net cash used in operating activities	(206,260)	(167,793)
Cash flows from financing activities:
Proceeds from non-interest bearing advances from others		40,000
Proceeds from non-interest bearing advances from related parties		97,020
Net cash provided by financing activities		137,020
Net decrease in cash	(206,260)	(30,773)
Cash at beginning of period	426,124	55,885
Cash at end of period	219,864	25,112
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	3,694	70,000
Common stock to be issued in connection with notes payable - others	23,799	27,200
Unpaid preferred stock dividends in accounts payable and accrued expenses	$ 76,200	$ 76,200

Organization and Business

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business

Note 1. Organization and Business

Liquidity and Going Concern

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Liquidity and Going Concern

Note 2. Liquidity and Going Concern

The above conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3. Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

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 September 30, 2024 and December 31, 2023:

	September 30,		December, 31
	2024		2023
Land	$	4,691,430	$	4,691,430
Licenses		77,000		77,000
Engineering and costs associated with permitting		464,774		464,774
Land development costs total	$	5,233,204	$	5,233,204

Fair Value Measurements

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

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 balance sheets, which approximate fair value due to their short-term nature.

Long-Lived Assets

Net Loss per Common Share

The table below summarizes the components of potential dilutive securities at September 30, 2024 and 2023.

	September 30,		September 30,
Description	2024		2023
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

Recent Accounting Standards and Pronouncements

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:

● 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 ASU did not have any impact on the Company’s financial statements.

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 Expenses

9 Months Ended

Sep. 30, 2024

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 September 30, 2024 and December 31, 2023:

	September 30,		December 31,
	2024		2023
Related parties:
Accrued payroll due officers		4,073,006	$	3,869,711
Accrued interest due officers and directors		3,185,513		2,897,159
Accrued director fees		996,250		928,750
Base rents due to the President		403,276		403,276
Associated rental costs		220,546		198,983
Other		17,308		17,308
Total related parties	$	8,895,899	$	8,315,187

Non-related parties:
Accrued interest	$	3,423,910	$	3,115,463
Accrued dividends		1,331,200		1,270,000
Accrued fines and penalties		687,375		578,775
Other		378,773		308,286
Total non-related parties	$	5,821,258	$	5,272,524

Convertible Notes and Line of Credit

9 Months Ended

Sep. 30, 2024

Convertible Notes And Line Of Credit

Convertible Notes and Line of Credit

Note 5. Convertible Notes and Line of Credit

Line of Credit

Convertible Notes

The table below summarizes the Company’s debt arising from the above-described sources as of September 30, 2024 and December 31, 2023:

Schedule of Convertible Notes Payable

	September 30,		December 31,
	2024		2023
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

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Convertible Debentures

Note 6. Convertible Debentures

(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.

Since the issuance of the Debentures, there have been no events that would trigger the above anti-dilution provisions.

Short Term Notes and Interest-Bearing Advance

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Short Term Notes and Interest-Bearing Advance

Note 7. Short Term Notes and Interest-Bearing Advance

Promissory Notes

Interest Bearing Advances

Of the amounts discussed above, $47,500 in short-term notes and advances are in default under the original agreed upon terms.

Current Notes Payable Due Related Parties

9 Months Ended

Sep. 30, 2024

Current Notes Payable Due Related Parties

Current Notes Payable Due Related Parties

Note 8. Current Notes Payable Due Related Parties

Notes Payable Due Others

9 Months Ended

Sep. 30, 2024

Notes Payable Due Others

Notes Payable Due Others

Note 9. Notes Payable Due Others

Long Term Notes and Interest-Bearing Advance

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Long Term Notes and Interest-Bearing Advance

Note 10. Long Term Notes and Interest-Bearing Advance

Promissory Notes

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

Note 11. Related Party Transactions

On November 1, 2023, as previously agreed, the Company paid the Chairman the $25,000 advanced and the $75,000 advanced out of the proceeds of the eminent domain settlement.

See Notes 4, 5, 7, 8 and 12 for other related party transactions.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 12. Commitments and Contingencies

Liens

Other

Management Agreement

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Estimates

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 September 30, 2024 and December 31, 2023:

	September 30,		December, 31
	2024		2023
Land	$	4,691,430	$	4,691,430
Licenses		77,000		77,000
Engineering and costs associated with permitting		464,774		464,774
Land development costs total	$	5,233,204	$	5,233,204

Fair Value Measurements

Fair Value Measurements

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

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 balance sheets, which approximate fair value due to their short-term nature.

Long-Lived Assets

Long-Lived Assets

Net Loss per Common Share

Net Loss per Common Share

The table below summarizes the components of potential dilutive securities at September 30, 2024 and 2023.

	September 30,		September 30,
Description	2024		2023
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

Recent Accounting Standards and Pronouncements

Recent Accounting Standards and Pronouncements

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:

● 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 ASU did not have any impact on the Company’s financial statements.

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.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of Land Development Cost Capitalized

Land development costs, which have been capitalized, consist of the following at September 30, 2024 and December 31, 2023:

	September 30,		December, 31
	2024		2023
Land	$	4,691,430	$	4,691,430
Licenses		77,000		77,000
Engineering and costs associated with permitting		464,774		464,774
Land development costs total	$	5,233,204	$	5,233,204

Schedule of Components of Potential Dilutive Securities

The table below summarizes the components of potential dilutive securities at September 30, 2024 and 2023.

	September 30,		September 30,
Description	2024		2023
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 Expenses (Tables)

9 Months Ended

Sep. 30, 2024

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 September 30, 2024 and December 31, 2023:

	September 30,		December 31,
	2024		2023
Related parties:
Accrued payroll due officers		4,073,006	$	3,869,711
Accrued interest due officers and directors		3,185,513		2,897,159
Accrued director fees		996,250		928,750
Base rents due to the President		403,276		403,276
Associated rental costs		220,546		198,983
Other		17,308		17,308
Total related parties	$	8,895,899	$	8,315,187

Non-related parties:
Accrued interest	$	3,423,910	$	3,115,463
Accrued dividends		1,331,200		1,270,000
Accrued fines and penalties		687,375		578,775
Other		378,773		308,286
Total non-related parties	$	5,821,258	$	5,272,524

Convertible Notes and Line of Credit (Tables)

9 Months Ended

Sep. 30, 2024

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 September 30, 2024 and December 31, 2023:

Schedule of Convertible Notes Payable

	September 30,		December 31,
	2024		2023
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.

Liquidity and Going Concern (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Income (Loss) Available to Common Stockholders, Basic	$ 441,663	$ 410,906	$ 1,412,200	$ 1,326,975
Retained Earnings (Accumulated Deficit)	48,275,002		48,275,002		$ 46,862,802
Accounts payable and accrued expenses	14,717,157		14,717,157
Cash on hand	$ 219,864		$ 219,864		$ 426,124

Schedule of Land Development Cost Capitalized (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Product Information [Line Items]
Land development costs total	$ 5,233,204	$ 5,233,204
Land [Member]
Product Information [Line Items]
Land development costs total	4,691,430	4,691,430
Licenses [Member]
Product Information [Line Items]
Land development costs total	77,000	77,000
Engineering and Costs Associated with Permitting [Member]
Product Information [Line Items]
Land development costs total	$ 464,774	$ 464,774

Schedule of Components of Potential Dilutive Securities (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
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 Accounting Policies (Details Narrative) - USD ($)			9 Months Ended		12 Months Ended
	Oct. 20, 2023	Oct. 17, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Litigation settlement amount		$ 1,000,000
Litigation settlement amount received	$ 845,378
Litigation settlement remaining	$ 154,622
Other receivables			$ 154,622		$ 154,622
Impairment of long lived assets			$ 0		$ 0
Potentially convertible Debentures			4,815,000	4,815,000
Convertible Debt [Member]
Property, Plant and Equipment [Line Items]
Potentially convertible Debentures			5,055,555
Land [Member]
Property, Plant and Equipment [Line Items]
Reduction of easement value			$ 242,893
Remaining gain on condemnation			757,107
Total easement value			$ 1,000,000

Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Accrued interest	$ 26,493
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Accrued payroll due officers	4,073,006	$ 3,869,711
Accrued interest	3,185,513	2,897,159
Accrued director fees	996,250	928,750
Base rents due to the President	403,276	403,276
Associated rental costs	220,546	198,983
Other	17,308	17,308
Total related parties	8,895,899	8,315,187
Nonrelated Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Accrued interest	3,423,910	3,115,463
Other	378,773	308,286
Accrued dividends	1,331,200	1,270,000
Accrued fines and penalties	687,375	578,775
Total non-related parties	$ 5,821,258	$ 5,272,524

Schedule of Convertible Notes Payable (Details) - Convertible Promissory Note [Member] - USD ($)

Sep. 30, 2024

Dec. 31, 2023

March 1, 2010 Private Placement [Member]

Short-Term Debt [Line Items]

Convertible notes payable

^[1]

$ 475,000

October 25, 2010 Private Placement [Member]

Short-Term Debt [Line Items]

Convertible notes payable

487,500

Private Placement [Member]

Short-Term Debt [Line Items]

Convertible notes payable

$ 962,500

[1]	Of the 2010 placements above, $75,000 is due to a related party.

Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
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 Credit (Details Narrative) - USD ($)		12 Months Ended
	Nov. 30, 2020	Dec. 31, 2008	Sep. 30, 2024	Dec. 31, 2023
Private Placement [Member] \| Convertible Promissory Note [Member]
Convertible notes payable, current			$ 962,500	$ 962,500
Debt instrument, periodic payment	$ 486,796
Interest payable			1,209,316	1,145,957
Line of Credit [Member]
Line of credit facility maximum borrowing capacity		$ 1,000,000
Line of credit facility interest rate during period		9.00%
Line of credit facility expiration date		Nov. 01, 2012
Number of options awarded		50,000
Weighted average grant date fair value		$ 1.75
Total unpaid principal and accrued interest due on obligation			$ 2,370,244	$ 2,302,929
Line of Credit [Member] \| Maximum [Member] \| Lender [Member]
Number of options awarded		250,000
Weighted average grant date fair value		$ 1.75

Convertible Debentures (Details Narrative) - USD ($)		9 Months Ended	12 Months Ended
Convertible Debentures (Details Narrative) - USD ($)	Oct. 17, 2023	Sep. 30, 2024	Mar. 31, 2023	Dec. 31, 2023	Oct. 31, 2017	Sep. 26, 2014
Debt Instrument [Line Items]
Debt principal amount					$ 150,000
Debt interest rate						4.00%
Convertible debt		$ 1,800,000		$ 1,800,000
Litigation Settlement, Fee Expense	$ 1,000,000
Settlement Ageemet [Member]
Debt Instrument [Line Items]
Litigation Settlement, Fee Expense			$ 1,500,000
February 14, 2014 Private Placement [Member] \| Convertible Debt Securities [Member] \| Tranche 1 [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date description		due on March 31, 2020
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		$ 950,000
February 14, 2014 Private Placement [Member] \| Convertible Debt Securities [Member] \| Tranche 2 [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date description		due December 31, 2020
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		$ 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]
Debt instrument, maturity date description		due March 31, 2020
Convertible debt		$ 50,000
February 14, 2014 Private Placement [Member] \| Convertible Senior Debentures [Member]
Debt Instrument [Line Items]
Maximum offering amount		3,000,000
Debt principal amount		$ 3,000,000
Debt interest rate		4.00%
Debt instrument, maturity date description		matured six years from the date of issuance
Convertible Debentures [Member]
Debt Instrument [Line Items]
Debt default with debt amount		$ 427,081
Interest Payable		$ 850,460		$ 750,719

Short Term Notes and Interest-Bearing Advance (Details Narrative) - USD ($)				3 Months Ended	12 Months Ended
	Jun. 09, 2017	Feb. 02, 2017	Aug. 25, 2016	Dec. 31, 2023	Dec. 31, 2016	Sep. 30, 2024	Nov. 28, 2023	Sep. 26, 2014
Short-Term Debt [Line Items]
Debt interest rate								4.00%
Short term notes and interest bearing advance		$ 47,500
Unrelated Third Party [Member]
Short-Term Debt [Line Items]
Debt interest rate		12.50%
Accrued interest				$ 6,644		$ 8,210
Short term notes and interest bearing advance		$ 25,000
Seven Lenders [Member]
Short-Term Debt [Line Items]
Debt interest rate			8.00%
Accrued interest				16,400		17,350
Cash received advances					$ 47,500
Debt matures term			4 years
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				16,400		$ 17,350
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%
Due date	Jun. 09, 2019
Repaid principal amount				15,000
Accrued interest				$ 14,165			$ 15,000

Current Notes Payable Due Related Parties (Details Narrative)										1 Months Ended							3 Months Ended					9 Months Ended		12 Months Ended
	Nov. 01, 2023 USD ($)	Jul. 28, 2023 USD ($) shares	Feb. 17, 2023 USD ($) shares	Feb. 04, 2022 shares	May 30, 2021 USD ($) shares	Sep. 30, 2018 USD ($)	Aug. 21, 2018 USD ($)	Jul. 24, 2017 USD ($)	Aug. 25, 2016	Mar. 31, 2022 USD ($) shares	May 31, 2021 USD ($)	Jul. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Nov. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Jul. 31, 2017 USD ($) a	Sep. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2021 USD ($)	Oct. 31, 2017 USD ($)	Sep. 26, 2014
Debt instrument interest rate stated percentage																												4.00%
Proceeds from related parties																							$ 97,020
Issuance of shares \| shares																						35,178
Debt instrument face amount																											$ 150,000
Number of stock issued, value																						$ 3,694
Fair value of the stock																	$ 397	$ 3,297	$ 52,500	$ 17,500
Proceeds from eminent domain settlement	$ 25,000
Eminent domain settlement	75,000
Due from officers or stockholders																	154,622					154,622			$ 154,622
Board of Directors Chairman [Member]
Proceeds from repayments of secured debt													$ 200,000	$ 100,000
Issuance of shares \| shares			50,000		100,000
Debt instrument face amount			$ 25,000		$ 50,000
Taxes Payable											$ 62,610	$ 67,076
[custom:PropertyRelatedFees]											1,468	1,573
Debt instrument periodic payment principal					50,000
Fair value of the stock					$ 33,500
Fair value of the stock			$ 17,500
Net of repayment	$ 25,000
Board of Directors Chairman [Member] \| July 28, 2023 [Member]
Issuance of shares \| shares		150,000
Debt instrument face amount		$ 75,000
Fair value of the stock		$ 52,500
Debt discount amortized interest expense																						30,337
Board of Directors Chairman [Member] \| July, 2021 [Member]
Proceeds from Issuance of Secured Debt											$ 100,000	$ 150,000
Board of Directors Chairman [Member] \| March 2018 and March 2019 [Member]
Interest payable																	409,622					409,622			349,415
Debt instrument face amount																	$ 467,953					467,953
Net of repayment																						$ 16,250
Board of Directors [Member]
Debt instrument interest rate stated percentage																	9.00%					9.00%
President [Member]
Interest payable																	$ 22,249					$ 22,249			23,763
Secured obligation							$ 100,000
Repayments of debt																						68,562
Other accrued liabilities current and noncurrent																	18,000					18,000
President [Member] \| Loan One [Member]
Line of credit															$ 25,000		25,000					25,000
President [Member] \| Loan Two [Member]
Line of credit															15,000		15,000					15,000
Related Party [Member]
Debt instrument, unamortized discount																	0					0			33,241
Maximum [Member] \| Board of Directors [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.
Maximum [Member] \| President [Member]
Proceeds from repayments of secured debt						$ 100,000
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																												11.00%
Mississippi Gaming Corporation [Member] \| Board of Directors Chairman [Member]
Issuance of shares \| shares				35,000
Mississippi Gaming Corporation [Member] \| Maximum [Member] \| Board of Directors Chairman [Member]
Debt instrument face amount						200,000
Diamondhead Casino Corporation [Member] \| Board of Directors Chairman [Member]
Secured obligation							200,000
Mississippi Property [Member]
Issuance of shares \| shares										160,000
Debt instrument face amount										$ 80,000
Taxes Payable										60,436
Net of repayment										$ 80,000
Diamond Head Property [Member] \| Maximum [Member]
Proceeds from repayments of secured debt																						400,000
Seven Lenders [Member]
Cash received from advances																								$ 47,500
Debt instrument term									4 years
Debt instrument interest rate stated percentage									8.00%
Interest payable																	17,350					17,350			16,400
Three Current Directors [Member]
Cash received from advances																								$ 25,000
Board of Directors Chairman [Member]
Debt instrument term									4 years
Debt instrument interest rate stated percentage									14.00%
Interest payable																	102,975					102,975			93,482
Proceeds from related parties																					$ 90,000
Proceeds from repayments of secured debt															$ 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.
Issuance of shares \| shares				35,000
Board of Directors Chairman [Member] \| Maximum [Member]
Proceeds from repayments of secured debt						$ 100,000
Board of Directors Chairman [Member] \| Mississippi Gaming Corporation [Member]
Interest payable																	79,012					79,012			69,527
Increase decrease in property and other taxes payable																$ 67,628
Shares issued \| shares				35,000
Secured obligation							$ 100,000
Board of Directors Chairman [Member] \| Mississippi Property [Member]
Area of land \| a																400
Notes payable																$ 67,628
Board of Directors Chairman [Member] \| Diamond Head Property [Member]
Proceeds from repayments of secured debt																						300,000
President [Member] \| Related Party [Member]
Due from officers or stockholders																	5,007					5,007
President [Member] \| Diamond Head Property [Member]
Proceeds from repayments of secured debt																						100,000
Officers and Directors [Member]
Notes payable																	33,241					33,241			33,241
Debt instrument face amount																	702,519					702,519
Debt instrument, unamortized discount																	$ 0					$ 0			$ 669,279

Notes Payable Due Others (Details Narrative) - USD ($)			1 Months Ended						2 Months Ended		9 Months Ended		15 Months Ended
Notes Payable Due Others (Details Narrative) - USD ($)	Nov. 01, 2023	Aug. 08, 2023	Apr. 30, 2022	Mar. 31, 2022	Nov. 30, 2021	Jul. 31, 2021	Dec. 31, 2020	Oct. 31, 2017	May 31, 2021	Feb. 28, 2021	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2022	Dec. 31, 2023	Jul. 25, 2023	Dec. 31, 2022	Dec. 31, 2021	Apr. 30, 2021	Jan. 31, 2021	Sep. 26, 2014
Principal amount								$ 150,000
Debt instrument percentage																				4.00%
Number of stock issued, shares											35,178
Number of stock issued, value											$ 3,694
Proceeds from eminent settlement	$ 25,000
Accrued interest payable											$ 26,493
Common Stock [Member]
Number of stock issued, shares											226,657
Number of stock issued, value											$ 23,799
Mississippi Property [Member]
Principal amount				$ 80,000
Taxes payable current and noncurrent				60,436
Additional loan amount				$ 19,564
Number of stock issued, shares				160,000
Repayment of related party debt				$ 80,000
Mississippi Property [Member] \| Secured Promissory Notes [Member]
Principal amount				$ 80,000
Number of stock issued, shares				80,000
Mississippi Property [Member] \| Secured Promissory Notes Two [Member]
Principal amount				$ 40,000
Number of stock issued, value				$ 40,000
Thirteen Liens [Member]
Debt instrument unamortized discount																	$ 102,000
Number of stock issued, 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
Fair value of the stock pertaining to debt																$ 98,000
Lender Two [Member]
Fair value		$ 27,200
Debt discount was amortized to interest expense											15,761
Proceeds from eminent settlement	$ 20,000
Others [Member]
Debt discount was amortized to interest expense											15,761	$ 29,520
Notes payable, current											$ 557,500			$ 541,739
Convertible Promissory Note [Member]
Legal fees								$ 50,000
Debt instrument term								four-year
Debt instrument percentage								0.00%
Three Promissory Notes [Member] \| Unrelated Lenders [Member]
Principal amount							126,250
Total proceeds							100,000		$ 100,000
Debt instrument unamortized discount							$ 26,250		20,000
Debt instrument, 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]
Principal amount			$ 50,000		$ 50,000	$ 25,000			70,000	$ 31,250								$ 70,000	$ 25,000
Total proceeds			$ 50,000		$ 50,000	$ 25,000
Promissory Notes Two [Member] \| Unrelated Lenders [Member]
Principal amount									25,000	31,250								25,000	$ 25,000
Two Promissory Notes [Member] \| Unrelated Lenders [Member]
Principal amount		20,000													$ 20,000
Total proceeds										50,000
Two Additional Promissory Notes [Member] \| Unrelated Lenders [Member]
Total proceeds		$ 40,000
Debt instrument unamortized discount										$ 6,250
Number of stock issued, shares		40,000
Promissory Notes Three [Member] \| Unrelated Lenders [Member]
Principal amount									$ 25,000									$ 25,000

Long Term Notes and Interest-Bearing Advance (Details Narrative) - USD ($)	Jun. 09, 2017	Dec. 31, 2023	Nov. 28, 2023	Sep. 26, 2014
Short-Term Debt [Line Items]
Debt interest rate				4.00%
Promissory Note [Member]
Short-Term Debt [Line Items]
Proceeds from notes payable	$ 15,000
Debt interest rate	12.50%
Maturity date	Jun. 09, 2019
Interest payable		$ 14,165	$ 15,000

Related Party Transactions (Details Narrative) - USD ($)						9 Months Ended
	Nov. 01, 2023	Jul. 28, 2023	Feb. 17, 2023	Feb. 04, 2022	May 30, 2021	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Oct. 31, 2017	Aug. 25, 2016	Sep. 26, 2014
Related Party Transaction [Line Items]
Debt interest rate											4.00%
Monthly base rent						$ 4,534
Rent expense						40,806	$ 40,808
Associated rental costs						26,097	24,989
Operating Lease, Expense						66,903	65,797
Rent payment						45,340	0
Accrued rent						$ 623,822		$ 602,252
Number of shares, issued						35,178
Principal amount									$ 150,000
Proceeds from Legal Settlements	$ 75,000
Convertible Promissory Note [Member]
Related Party Transaction [Line Items]
Debt interest rate									0.00%
Director [Member]
Related Party Transaction [Line Items]
Directors fees						$ 15,000
Current and Former Directors [Member]
Related Party Transaction [Line Items]
Accrued directors fees						996,250		928,750
Board of Directors Chairman [Member]
Related Party Transaction [Line Items]
Debt interest rate										14.00%
Interest payable						102,975		93,482
Number of shares, issued				35,000
Stock based compensation fair value shares						0
Agreement [Member]
Related Party Transaction [Line Items]
Interest expense						260,299	$ 241,166
Interest payable						2,495,958		2,237,878
President [Member]
Related Party Transaction [Line Items]
Deferred salary						3,866,966
Interest payable						22,249		$ 23,763
Vice President and Current Chairman of Board of Directors [Member]
Related Party Transaction [Line Items]
Deferred salary						$ 121,140
Board of Directors [Member]
Related Party Transaction [Line Items]
Debt interest rate						9.00%
Board of Directors Chairman [Member]
Related Party Transaction [Line Items]
Number of shares, issued			50,000		100,000
Principal amount			$ 25,000		$ 50,000
Repayments of Related Party Debt	$ 25,000
Board of Directors Chairman [Member] \| July 28, 2023 [Member]
Related Party Transaction [Line Items]
Number of shares, issued		150,000
Principal amount		$ 75,000
Payments for loans exchange		25,000
Payments for loans		75,000
Board of Directors Chairman [Member] \| Convertible Promissory Note [Member]
Related Party Transaction [Line Items]
Principal amount		$ 75,000

Commitments and Contingencies (Details Narrative) - USD ($)					1 Months Ended						9 Months Ended
	Jun. 12, 2024	Feb. 17, 2023	May 30, 2021	Sep. 26, 2014	May 31, 2022	Mar. 31, 2022	Nov. 30, 2021	Jul. 31, 2021	Jun. 30, 2021	Apr. 30, 2021	Sep. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Feb. 17, 2021	Jan. 26, 2021	Aug. 21, 2018	Oct. 31, 2017	Dec. 16, 2016	Dec. 31, 2014	Mar. 31, 2014
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt instrument face amount																	$ 150,000
Issuance of shares											35,178
Accrued franchise taxes											$ 16,660
Damages sought value	$ 2,422,500
Employee Stock Ownership Plan [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Other accrued liabilities, current											$ 687,375		$ 578,775
Mississippi Property [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt instrument face amount						$ 80,000
Issuance of 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
Issuance of 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
Issuance of 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
Issuance of 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
Issuance of 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
Issuance of 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
Issuance of 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
Issuance of 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
Issuance of shares		50,000	100,000
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											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

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