XBRL File

 
Document - Document and Entity Information
Document - Document and Entity Information (USD $) 6 Months Ended  
( custom:DocumentAndEntityInformationAbstract [Extension] )    
  Dec. 31, 2013 Apr. 21, 2014
     
     
     
Entity Registrant Name ROTATE BLACK INC  
( dei:EntityRegistrantName )    
Entity Central Index Key 0001020477  
( dei:EntityCentralIndexKey )    
Document Type 10-Q  
( dei:DocumentType )    
Document Period End Date 2013-12-31  
( dei:DocumentPeriodEndDate )    
Amendment Flag false  
( dei:AmendmentFlag )    
Current Fiscal Year End Date --06-30  
( dei:CurrentFiscalYearEndDate )    
Is Entity a Well-known Seasoned Issuer? No  
( dei:EntityWellKnownSeasonedIssuer )    
Is Entity a Voluntary Filer? No  
( dei:EntityVoluntaryFilers )    
Is Entity's Reporting Status Current? No  
( dei:EntityCurrentReportingStatus )    
Entity Filer Category Smaller Reporting Company  
( dei:EntityFilerCategory )    
Entity Public Float    
( dei:EntityPublicFloat )    
Entity Common Stock, Shares Outstanding   49,499,783
( dei:EntityCommonStockSharesOutstanding )    
Document Fiscal Period Focus Q2  
( dei:DocumentFiscalPeriodFocus )    
Document Fiscal Year Focus 2014  
( dei:DocumentFiscalYearFocus )    
(End Document - Document and Entity Information)
 
Statement - Balance Sheets
Statement - Balance Sheets (USD $)    
( us-gaap:StatementOfFinancialPositionAbstract )    
  Dec. 31, 2013 Jun. 30, 2013
     
     
     
ASSETS    
( us-gaap:AssetsAbstract )    
    Cash 169,807 46
    ( us-gaap:Cash )    
    Note receivable 105,000
    ( us-gaap:NotesReceivableGross )    
    Prepaid expenses 125,874 108,023
    ( us-gaap:PrepaidExpenseCurrent )    
    Total current assets 400,681 108,069
    ( us-gaap:AssetsCurrent )    
    Fixed assets - net 185 872
    ( us-gaap:PropertyPlantAndEquipmentNet )    
    Deferred development costs 3,844,961 3,831,327
    ( us-gaap:DeferredCosts )    
    Land purchase deposit 437,688 437,688
    ( us-gaap:DepositsAssetsNoncurrent )    
    Deferred casino development costs 2,451,591 1,902,156
    ( us-gaap:DeferredCostsAndOtherAssets )    
    Stock as Loan collateral 400,000 400,000
    ( custom:StockAsLoanCollateral [Extension] )    
    Security deposit 3,600 3,600
    ( us-gaap:SecurityDeposit )    
    TOTAL ASSETS 7,538,706 6,683,712
    ( us-gaap:Assets )    
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY    
( us-gaap:LiabilitiesAndStockholdersEquityAbstract )    
    Accounts payable and accrued expenses 5,365,085 5,371,847
    ( us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent )    
    Accrued salaries 1,503,053 1,264,371
    ( us-gaap:AccruedSalariesCurrent )    
    Accrued ground lease rent 2,451,591 1,902,156
    ( custom:AccruedGroundLeaseRent [Extension] )    
    Note payable 80,000 80,000
    ( us-gaap:NotesPayableCurrent )    
    Loan payable - stockholder 332,971 320,250
    ( us-gaap:DueToRelatedPartiesCurrent )    
    Mortgage payable - Big Easy vessel 2,975,000 2,975,000
    ( custom:MortgagePayableCurrent [Extension] )    
    Note payable - Big Easy vessel 600,000 600,000
    ( us-gaap:LongTermDebtCurrent )    
    Accrued interest on mortgage and note payable 3,535,427 2,846,405
    ( us-gaap:InterestPayableCurrent )    
    Total current liabilities 16,843,127 15,360,029
    ( us-gaap:LiabilitiesCurrent )    
    10% Convertible promissory notes payable 703,015 328,015
    ( us-gaap:ConvertibleDebtNoncurrent )    
    Discount on 10% convertible notes payable (528,372 ) (161,451 )
    ( custom:DiscountOn10ConvertibleNotesPayable [Extension] )    
    Beneficial conversion feature 1,145,824 206,053
    ( custom:BeneficialConversionFeature [Extension] )    
    Warrant liability 1,138,431 98,814
    ( us-gaap:DerivativeLiabilitiesNoncurrent )    
    TOTAL LIABILITIES 19,302,025 15,831,460
    ( us-gaap:Liabilities )    
    COMMITMENTS AND CONTINGENCIES    
    ( us-gaap:CommitmentsAndContingencies )    
STOCKHOLDERS'(DEFICIT) EQUITY    
( us-gaap:StockholdersEquityAbstract )    
    Common stock, $0.001 par value, 75,000,000 shares authorized; 48,614,303 and 45,698,938 shares issued and outstanding as of December 31, 2013 and June 30, 2013, respectively 48,615 45,700
    ( us-gaap:CommonStockValue )    
    Class A Preferred Stock Units, $0.001 par value, 45 Units authorized, issued and outstanding as of December 31, 2013 and June 30, 2013, respectively 1,750,000 1,750,000
    ( us-gaap:PreferredStockValue )    
    Class B Preferred Stock Units, $0.001 par value, 2,687 Units authorized, issued and outstanding as of December 31, 2013 and June 30, 2013, respectively 725,000 725,000
    ( custom:ClassBPreferredStockValue [Extension] )    
    Additional paid-in-capital 23,329,022 22,906,551
    ( us-gaap:AdditionalPaidInCapital )    
    Accumulated deficit (34,251,255 ) (31,514,166 )
    ( us-gaap:RetainedEarningsAccumulatedDeficit )    
    Noncontrolling Interest (3,364,701 ) (3,060,833 )
    ( us-gaap:MinorityInterest )    
    TOTAL STOCKHOLDERS' (DEFICIT) EQUITY (11,763,319 ) (9,147,748 )
    ( us-gaap:StockholdersEquity )    
    TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY 7,538,706 6,683,712
    ( us-gaap:LiabilitiesAndStockholdersEquity )    
(End Statement - Balance Sheets)
 
Statement - Balance Sheets (Parenthetical)
Statement - Balance Sheets (Parenthetical) (USD $)    
( us-gaap:StatementOfFinancialPositionAbstract )    
  Dec. 31, 2013 Jun. 30, 2013
     
     
     
Common Stock, par value 0.001 0.001
( us-gaap:CommonStockParOrStatedValuePerShare )    
Common Stock, Shares Authorized 75,000,000 75,000,000
( us-gaap:CommonStockSharesAuthorized )    
Common Stock, Shares Issued 48,614,303 45,698,938
( us-gaap:CommonStockSharesIssued )    
Common Stock, Shares, Outstanding 48,614,303 45,698,938
( us-gaap:CommonStockSharesOutstanding )    
Class A Preferred stock, par value 0.001 0.001
( us-gaap:PreferredStockParOrStatedValuePerShare )    
Class A Preferred stock, authorized shares 45 45
( us-gaap:PreferredStockSharesAuthorized )    
Class A Preferred stock, issued shares 45 45
( us-gaap:PreferredStockSharesIssued )    
Class A Preferred stock, outstanding shares 45 45
( us-gaap:PreferredStockSharesOutstanding )    
Class B Preferred stock, par value 0.001 0.001
( custom:ClassBPreferredStockParValue [Extension] )    
Class B Preferred stock, authorized shares 2,687 2,687
( custom:ClassBPreferredStockAuthorizedShares [Extension] )    
Class B Preferred stock, issued shares 2,687 2,687
( custom:ClassBPreferredStockIssuedShares [Extension] )    
Class B Preferred stock, outstanding shares 2,687 2,687
( custom:ClassBPreferredStockOutstandingShares [Extension] )    
(End Statement - Balance Sheets (Parenthetical))
 
Statement - Consolidated Statements of Operations
Statement - Consolidated Statements of Operations (USD $) 3 Months Ended 6 Months Ended
( us-gaap:IncomeStatementAbstract )    
  Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2013 Dec. 31, 2012
         
         
         
Revenue
( us-gaap:Revenues )        
Operating expenses        
( us-gaap:OperatingCostsAndExpensesAbstract )        
    Accrued salary expense 141,583 163,544 290,910 350,329
    ( us-gaap:SalariesAndWages )        
    Stock based compensation 251,734 402,676 277,734 439,676
    ( us-gaap:ShareBasedCompensation )        
    General and administrative expenses 35,458 358,546 136,437 603,782
    ( us-gaap:GeneralAndAdministrativeExpense )        
    Dividends on Redeemable Preferred Series A Stock 2,250 9,619
    ( custom:DividendsOnRedeemablePreferredSeriesStock [Extension] )        
    Change in fair value of conversion feature 411,160 (123,317 ) 676,932 (127,368 )
    ( custom:ChangeInFairValueOfConversionFeature [Extension] )        
    Amortization of beneficial conversion feature and discount 763,874 28,351 935,534 110,877
    ( custom:AmortizationOfBeneficialConversionFeatureAndDiscount [Extension] )        
    Interest expense 378,388 315,695 723,410 600,494
    ( us-gaap:InterestExpenseOther )        
    Total expenses 1,982,197 1,147,745 3,040,957 1,987,409
    ( us-gaap:OperatingExpenses )        
    Net Loss (1,982,197 ) (1,147,745 ) (3,040,957 ) (1,987,409 )
    ( us-gaap:ProfitLoss )        
    Net Loss Attributable to Noncontrolling Interest 121,811 347,765 303,868 550,123
    ( us-gaap:NetIncomeLoss )        
    Net Loss Attributable to Shareholders (1,860,386 ) (799,980 ) (2,737,089 ) (1,437,286 )
    ( us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic )        
    Basic and diluted net loss per common share (0.04 ) (0.03 ) (0.07 ) (0.05 )
    ( us-gaap:EarningsPerShareBasicAndDiluted )        
    Basic and diluted average common shares outstanding 46,701,997 37,672,075 46,357,621 36,406,112
    ( us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted )        
(End Statement - Consolidated Statements of Operations)
 
Statement - Consolidated Statement of Cash Flows
Statement - Consolidated Statement of Cash Flows (USD $) 6 Months Ended
( us-gaap:StatementOfCashFlowsAbstract )  
  Dec. 31, 2013 Dec. 31, 2012
     
     
     
CASH FLOWS FROM OPERATING ACTIVITIES    
( us-gaap:NetCashProvidedByUsedInOperatingActivitiesAbstract )    
    Net loss (3,040,957 ) (1,987,409 )
    ( custom:NetLoss [Extension] )    
Adjustments to reconcile net loss to cash provided by operating activities:    
( us-gaap:AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract )    
    Stock-based compensation 277,734 439,676
    ( custom:StockbasedCompensation [Extension] )    
    Stock for interest 27,652 28,352
    ( custom:StockForInterest [Extension] )    
    Dividends payable 10,068
    ( custom:DividendsPayable [Extension] )    
    Depreciation and amortization 687 193
    ( us-gaap:DepreciationAndAmortization )    
    Amortization and changes in beneficial conversion feature and warrant liability 1,979,388 22,789
    ( custom:AmortizationAndChangesInBeneficialConversionFeatureAndWarrantLiability [Extension] )    
Changes in assets and liabilities:    
( us-gaap:IncreaseDecreaseInOperatingCapitalAbstract )    
    Prepaid expenses 2,149 3,602
    ( us-gaap:IncreaseDecreaseInPrepaidExpense )    
    Notes receivable (105,000 )
    ( us-gaap:IncreaseDecreaseInNotesReceivableCurrent )    
    Accounts payable and accrued expenses 781,355 2,272,053
    ( us-gaap:IncreaseDecreaseInAccountsPayableAndAccruedLiabilities )    
    Accrued interest on mortgage and note payable 689,022 559,657
    ( custom:AccruedInterestOnMortgageAndNotePayable [Extension] )    
    Net cash provided by operating activities 612,030 1,348,981
    ( us-gaap:NetCashProvidedByUsedInOperatingActivities )    
CASH FLOWS FROM INVESTING ACTIVITIES    
( us-gaap:NetCashProvidedByUsedInInvestingActivitiesAbstract )    
    Casino construction in progress (1,139,235 )
    ( custom:CasinoConstructionInProgress [Extension] )    
    Deferred development costs - Gulfport Project (13,634 ) (599,065 )
    ( custom:DeferredCasinoDevelopmentCosts [Extension] )    
    Deferred casino ground lease rent (549,435 )
    ( custom:DeferredCasinoGroundLeaseRent [Extension] )    
    Land deposit
    ( us-gaap:PaymentsForDepositsOnRealEstateAcquisitions )    
    Net cash used in investing activities (563,069 ) (1,738,300 )
    ( us-gaap:NetCashProvidedByUsedInInvestingActivities )    
CASH FLOWS FROM FINANCING ACTIVITIES    
( us-gaap:NetCashProvidedByUsedInFinancingActivitiesAbstract )    
    Stock sold for cash 30,000
    ( custom:StockSoldForCash [Extension] )    
    Proceeds from convertible promissory note payable 475,000 89,015
    ( custom:ProceedsFromConvertiblePromissoryNotePayable [Extension] )    
    Proceeds from note payable 45,000
    ( custom:ProceedsFromNotePayable [Extension] )    
    Discount on 10% convertible promissory notes payable (366,921 ) (33,279 )
    ( custom:DiscountOn10ConvertiblePromissoryNotesPayable [Extension] )    
    Increase in loans payable - stockholders 12,721 250,368
    ( custom:IncreaseInLoansPayableStockholders [Extension] )    
    Payments of note payable - truck (408 )
    ( us-gaap:RepaymentsOfDebt )    
    Net cash provided by financing activities 120,800 380,696
    ( us-gaap:NetCashProvidedByUsedInFinancingActivities )    
    Net increase (decrease) in cash 169,761 (8,623 )
    ( us-gaap:CashAndCashEquivalentsPeriodIncreaseDecrease )    
    Cash, beginning of period 46 8,671
    ( us-gaap:CashAndCashEquivalentsAtCarryingValue )    
    Cash, end of period 169,807 48
    ( us-gaap:CashAndCashEquivalentsAtCarryingValue )    
Noncash Transactions:    
( us-gaap:CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract )    
    Issuance of common stock for compensation, legal and consulting services 181,067
    ( custom:IssuanceOfCommonStockForCompensationLegalAndConsultingServices [Extension] )    
    Issuance of common stock as collateral on note payable 100,000
    ( custom:IssuanceOfCommonStockAsCollateralOnNotePayable [Extension] )    
    Issuance of common stock in payment toward accounts payable 255,000
    ( custom:IssuanceOfCommonStockInPaymentTowardAccountsPayable [Extension] )    
    Issuance of common stock for redemption of Preferred Series A Stock plus interest and dividends 191,655
    ( custom:IssuanceOfCommonStockForRedemptionOfPreferredSeriesStockPlusInterestAndDividends [Extension] )    
    Issuance of common stock for loan consideration 116,667
    ( custom:IssuanceOfCommonStockForLoanConsideration [Extension] )    
    Issuance of common stock as interest 27,652
    ( custom:IssuanceOfCommonStockAsInterest [Extension] )    
(End Statement - Consolidated Statement of Cash Flows)
 
Disclosure - 1. Organization and Operations
Disclosure - 1. Organization and Operations (USD $) 6 Months Ended
( us-gaap:AccountingPoliciesAbstract )  
  Dec. 31, 2013
   
   
   
1. Organization and Operations

Rotate Black, Inc. (Company) was incorporated in Nevada on August 2, 2006.  The Company develops, operates and manages gaming and related properties. On April 1, 2010, the Company commenced operations under the Gulfport Project management agreement and was no longer a development stage company.

 

Gulfport Project

 

On May 28, 2010, the Company, Rotate Black, LLC (RBL), an entity under common control with the Company, and an officer of the Company formed Rotate Black MS, LLC (RBMS), a Mississippi limited liability company, to own, develop and manage the operations of a casino resort to be located on the property adjacent to the Gulfport, MS marina.  RBMS’s initial strategy was to secure an existing gaming vessel, move the vessel to the Gulfport site, and build land assets on that site to support the gaming vessel.  Subsequently, RBMS changed its strategy to an entirely land-based casino.

 

In December 2013, RBMS entered into a term sheet and Summary of Proposed Terms and Conditions Senior Secured Credit Facility with debt and equity investors related to a proposed financing for the Gulfport Casino Hotel Project to be developed by RBMS (Borrower). The proposed financing is for up to $125,000,000 for the development, design, construction, financing, ownership, operation and maintenance of an approximately 191,000 square foot land based, four star casino, including gaming, restaurant, bar and support space and an adjacent 205-room hotel in Gulfport, Mississippi.

 

On December 30, 2013, Rotate Black MS, LLC. (“RBMS”), an affiliate of Rotate Black, Inc. (the “Company”) appeared before the Mississippi Gaming Commission (the “Commission”) seeking Approval to Proceed with the construction of its Gulfport casino resort. At that meeting, the Commission approved the application, thus allowing RBMS to move forward with the closing of its financing and begin construction. Approval was granted on the condition that Rotate Black obtain the necessary project financing, complete its documentation of the financing and fund the local vendors by April 1, 2014.

 

The Company obtained the full financial commitment for the project, but its lender needed additional time to complete the proper documentation necessary to close the financing. To that end, the Company and its financing partner submitted an application for a 20-day extension of its Approval to Proceed. The Commission notified the Company that the extension request would not be considered as presented and that RBMS would need to expand its plans for the project.

 

On April 10, 2014, Rotate Black MS, LLC entered into a new exclusivity agreement with its lender for the full financing of the expanded Gulfport project as well as the possible acquisition of Rotate Black MS, LLC.

 

Other Projects

 

On December 14, 2011, the Company formed a wholly-owned subsidiary, Rotate Black OK, LLC (OKL) and through the subsidiary, the Company entered into an agreement to provide casino management services to an Oklahoma Native American Tribe Casino for a term of ninety days at $30,000, per month, inclusive of all personnel needed to provide the consulting services. The Company plans to leverage this agreement to generate additional Native American gaming consulting agreements. As of June 30, 2013, this contract was completed and the subsidiary is currently inactive.

 

On December 13, 2011, the Company formed a wholly-owned subsidiary, SlotOne, Inc., to provide slot machines on a participation basis in certain casino locations where the replacement of old equipment can enhance earnings for the gaming location and the Company.  To date, the Company has secured a contract for the placement of equipment in 2014 as well as an approval of a lender to facilitate the financings of this operation.

 

On January 11, 2011, the Company entered into a management agreement whereby a new to-be-formed wholly owned subsidiary of the Company would act as manager for a proposed casino and entertainment destination on the Louis Bull Indian Reserve near Edmonton, Canada.  The project is awaiting final approval from Alberta Liquor and Gaming (Note 10).

( us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock )  
(End Disclosure - 1. Organization and Operations)
 
Disclosure - 2. Summary of Significant Accounting Policies
Disclosure - 2. Summary of Significant Accounting Policies (USD $) 6 Months Ended
( us-gaap:AccountingPoliciesAbstract )  
  Dec. 31, 2013
   
   
   
2. Summary of Significant Accounting Policies

Basis of Presentation

 

The accompanying unaudited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and with the rules and regulations under Regulation S-X of the Securities and Exchange Commission for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position, results of operations and cash flows for interim financial statements have been included. These financial statements should be read in conjunction with the financial statements of the Company together with the Company’s management discussion and analysis in Item 2 of this report and in the Company’s Form 10-K for the year ended June 30, 2013. Interim results are not necessarily indicative of the results for a full year.

 

 Consolidated Financial Statements

 

The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, Rotate Black, OK, LLC. (OKL).  In addition, the Company has included the financial statements of RBMS in the accompanying consolidated financial statements. (Note 7).

 

Investments in 50% or less owned entities without controlling influence by the Company are accounted for using the equity method. Under the equity method, the Company recognizes its ownership share of the income and losses of the equity entity. Through June 30, 2011, the Company recognized an equity interest in RBMS. (Note 7).

 

All significant intercompany accounts and transactions have been eliminated.

 

Reclassifications

 

Certain amounts for the prior year have been revised or reclassified to conform to 2013 financial statement presentation.

 

Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

 

Financial Instruments

 

The Company considers the carrying amounts of financial instruments, including cash, accounts payable and accrued expenses to approximate their fair values because of their relatively short maturities.

 

Property and Equipment

 

Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method.

 

 Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. The cost and accumulated depreciation of assets retired or otherwise disposed of are relieved from the appropriate accounts and any profit or loss on the sale or disposition of such assets is credited or charged to income.

 

Derivative Instruments

 

The Company’s derivative liabilities are related to embedded conversion features of the 10% Convertible Notes Payable.  For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period.  The Company uses the Black-Scholes model to value the derivative instruments at inception and subsequent valuation dates and the value is re-assessed at the end of each reporting period in accordance with Accounting Standards Codification (“ASC”) 815. 

 

Beneficial Conversion Charge

 

The intrinsic value of the beneficial conversion feature arising from the issuance of convertible notes payable with conversion rights that are in the money at the commitment date is recorded as debt discount and amortized to interest expense of the term of the note. The intrinsic value of a beneficial conversion feature is determined after initially allocating an appropriate portion of the proceeds received from the sale of the note to any detachable instruments, such as warrants, included in the sale based on relative fair values.

 

Revenue Recognition

 

Revenue is recognized when evidence of an arrangement exists, pricing is fixed and determinable, collection is reasonably assured and delivery or performance of service has occurred. Management fees earned under a contract to operate and manage casino projects are recognized pursuant to terms of the agreement.

  

Share-Based Compensation

 

The Company recognizes compensation expense for all share-based payment awards made to employees, directors and others based on the estimated fair values on the date of the grant. Common stock equivalents are valued using the Black-Scholes Option-Pricing Model using the market price of our common stock on the date of valuation, an expected dividend yield of zero, the remaining period or maturity date of the common stock equivalent and the expected volatility of our common stock.

 

The Company determines the fair value of the share-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measureable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either the date at which a commitment for performance to earn the equity instrument is reached or the date the performance is complete.

 

The Company recognizes compensation expense for stock awards with service conditions on a straight-line basis over the requisite service period, which is included in operations.

 

Basic and Diluted Net Income (Loss) per Common Share

 

Basic net income (loss) per share (EPS) is calculated by dividing net income (loss) available to common stockholders (numerator) by the weighted-average number of common shares outstanding during each period (denominator).  Diluted loss per share gives effect to all dilutive common shares outstanding using the treasury stock method and convertible preferred stock using the if-converted method.  In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.  Although there were common stock equivalents outstanding as of December 31, 2013 and December 31, 2012, they were not included in the calculation of earnings per shares because their inclusion would have been considered anti-dilutive.   

Leases

 

Rent expense is recognized on the straight-line basis over the term of the lease.

 

Recent Accounting Pronouncements

 

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” ASU 2013-11 provides guidance on the financial statement presentation of an unrecognized tax benefit and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. The adoption of this pronouncement is not anticipated to have a material impact on the Company’s financial results or disclosures.

  

 In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, “Comprehensive Income (Topic 220) Reporting of Amounts reclassified Out of Accumulated Other Comprehensive Income”.  The amendments in this update seek to obtain that objective by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income.  For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross reference other disclosures required under U.S. GAAP that provide additional detail about these amounts.  The amendment is effective prospectively for reporting periods beginning after December 15, 2012.  For non-public entities, the amendments are effective prospectively for reporting periods beginning December 15, 2013.  Early adoption is permitted.  The adoption of this pronouncement is not anticipated to have a material impact on the Company’s financial results or disclosures.

 

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

( us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock )  
(End Disclosure - 2. Summary of Significant Accounting Policies)
 
Disclosure - 3. Going Concern
Disclosure - 3. Going Concern (USD $) 6 Months Ended
( custom:NotesToFinancialStatementsAbstract [Extension] )  
  Dec. 31, 2013
   
   
   
3. Going Concern

The financial statements have been prepared assuming the Company will continue as a going concern. The pany has incurred losses since inception, resulting in an accumulated deficit of $34,251,255 and negative working capital of $16,442,446 as of December 31, 2013 and further losses are anticipated. These factors raise doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations arising from normal business operations when they come due. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.

 

The Company’s plan is to commence management fees from the Gulfport Project Management Agreement and other future sources of revenue. Until these occur in sufficient amounts, the Company plans to sell unregistered stock to accredited investors.

 

( us-gaap:LiquidityDisclosureTextBlock )  
(End Disclosure - 3. Going Concern)
 
Disclosure - 4. Property and Equipment
Disclosure - 4. Property and Equipment (USD $) 6 Months Ended
( custom:NotesToFinancialStatementsAbstract [Extension] )  
  Dec. 31, 2013
   
   
   
4. Property and Equipment

As of December 31, 2013 and June 30, 2013 property and equipment consisted of the following

 

    Dec 31,     June 30,  
    2013     2013  
             
Furniture and fixtures   $ 8,490     $ 8,490  
Office equipment     23,289       23,289  
Total      31,779       31,779  
   Less accumulated depreciation     (31,594)       (30,907)  
                 
    $ 185     $ 872  

 

Deferred development costs - Casino construction totaled $3,844,961 and $3,831,327 as of December 31, 2013 and June 30, 2013, respectively, and represents expenses related to the architectural design, environmental testing and legal expenses associated with financing and developing the casino.

 

For the six months ended December 31, 2013 and 2012, depreciation expense was $687 and $193, respectively.

 

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(End Disclosure - 4. Property and Equipment)
 
Disclosure - 5. RBMS Management Agreement
Disclosure - 5. RBMS Management Agreement (USD $) 6 Months Ended
( custom:NotesToFinancialStatementsAbstract [Extension] )  
  Dec. 31, 2013
   
   
   
5. RBMS Management Agreement

On October 27, 2010, RBMS and the Company, as manager, entered into a management agreement, effective as of April 1, 2010 for a period of 99 years.  The Company, as manager, would manage all of the operations of the gaming facility.  The management fee was payable;  (1) $200,000, per month, (2) then upon commencement of the gaming operations, $250,000, per month, and (3) then achieving certain earnings, as defined, $300,000, per month.  The manager is entitled to appoint two directors of the five directors on the RBMS Board of Directors.

 

In December 2013, the Company agreed to amend its management agreement with RBMS to facilitate the equity financing for the Gulfport Project and is in the process of negotiating the final terms of this agreement.

 

As of June 30, 2013, and December 31, 2013, in accordance with ASC 810, “Consolidation”, Management evaluated and determined that the variable interest holders of RBMS lacked the direct and indirect ability to make decisions about the entity’s activities and determined that that the Company is the primary beneficiary of RBMS.  As a result, the financial statements of RBMS have been included in the accompanying consolidated financial statements of the Company.

 

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(End Disclosure - 5. RBMS Management Agreement)
 
Disclosure - 6. Gulfport Casino Hotel Project
Disclosure - 6. Gulfport Casino Hotel Project (USD $) 6 Months Ended
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  Dec. 31, 2013
   
   
   
6. Gulfport Casino Hotel Project

In December 2013, RBMS entered into a term sheet and Summary of Proposed Terms and Conditions, Senior Credit Facility with debt and equity investors related to a proposed financing for the Gulfport Casino Hotel Project to be developed by RBMS (Borrower).  The proposed financing is for up to $125,000,000 for the development, design, construction, financing, ownership, operation and maintenance of an approximately 191,000 square foot land based, four star casino, including gaming, restaurant, bar and support space and an adjacent 205-room hotel in Gulfport, Mississippi.

 

Terms of the proposed financing call for senior secured loans whereby the Company shall draw down one-half of the Facility at closing and the remaining one-half on the eighth month anniversary of the closing. Full repayment is expected six years after the closing, which is anticipated to occur in May 2014. Amounts outstanding under the Facility will bear an interest rate of 13% per annum, payable monthly in arrears. Any undrawn amounts under the Facility will bear an interest rate of 6.5% per annum, payable monthly in arrears. Definitive terms conditions and provisions will be stipulated in the final agreement for the credit facility.

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(End Disclosure - 6. Gulfport Casino Hotel Project)
 
Disclosure - 7. Investment in RBMS
Disclosure - 7. Investment in RBMS (USD $) 6 Months Ended
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  Dec. 31, 2013
   
   
   
7. Investment in RBMS

Upon formation of RBMS and the commencement of the management agreement, the Company, RBL and an officer of the Company owned an aggregate 46.6% of the voting interests of RBMS and the remaining units were sold to outside investors. Through June 30, 2011, the Company accounted for its investment in RBMS on the equity method in accordance with ASC 810-10; as it did not meet all the requirements of a variable interest entity to consolidate; the outside equity investors were not protected from the losses of the entity nor were they guaranteed a return by the legal entity; the outside equity investors expected residual returns that were not capped by any arrangements or documents with other holders; and the percent of ownership will be diluted by future financing of RBMS. 

 

As of June 30, 2013, and December 31, 2013, Management evaluated and determined that the variable interest holders lacked the direct and indirect ability to make decisions about the entity’s activities and determined that that the Company is the primary beneficiary of RBMS.   As a result, the financial statements of RBMS have been included in the accompanying consolidated financial statements of the Company.  At June 30, 2012, the Company owned an aggregate of 24.81% of the voting interest of RBMS; therefore, a non-controlling interest representing 75.19% of the net loss of RBMS was reflected on the Statement of Operations as of June 30, 2012.  In consolidation, the Company recorded an adjustment to retained earnings of $651,478; the difference between the opening balance of retained earnings of RBMS of $1,219,995 and the equity loss recorded prior to June 30, 2012 by the Company of $568,517.

 

 Ground Lease

 

Effective October 20, 2010, RBMS entered into a ground lease for the nine and a half acre site for the Gulfport Project.  The Preliminary Term, as defined, remains in effect until the earliest of the ninth month following the effective date or the date gaming operations begin on the leased property.  During the Preliminary Term, rent would be equal to $20,000, per month with no payment required until the earlier of the date the Lessee commences construction on the premises or February 1, 2011. Due to delays in gaining approval by the Mississippi Gaming Commission, the Company paid fees to amend and extend the lease.

 

On December 30, 2012 the RBMS received its Approval to Proceed from the Mississippi Gaming Commission.

 

Upon the closing of the anticipated financing in connection with the Gulfport Project, the Company will pay to the lessor an aggregate of approximately $2,450,000 in preliminary rent, interest and taxes under the ground lease.  After the commencement of gaming operations, RBMS will pay an annual minimum base rent of $900,000 under the lease, as defined.

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(End Disclosure - 7. Investment in RBMS)
 
Disclosure - 8. The Big Easy Gaming Vessel
Disclosure - 8. The Big Easy Gaming Vessel (USD $) 6 Months Ended
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  Dec. 31, 2013
   
   
   
8. The Big Easy Gaming Vessel

On June 10, 2010, the Company purchased The Big Easy, a gaming vessel for the Gulfport Project, for an aggregate purchase price of $4,264,500, payable: (a) by issuance of a secured note payable to the seller of $2,975,000 (the Secured Note), (b) issuance of an unsecured note payable to the seller of $600,000 (Unsecured Note), fees of $414,500 and cash of $275,000. The Secured Notes were collateralized by the gaming vessel and both notes are guaranteed by an officer of the Company. The Secured Note was payable on June 11, 2011 and bears interest at 14.5%, per annum, payable $35,000, per month, commencing June 11, 2010. The Unsecured Note bears interest at 14.5%, per annum, and is payable monthly, in an amount equal to 2% of the monthly gross gaming revenue generated from operations, as defined, until June 2012 when all principal and interest are due. Since September 17, 2010, both notes have been deferred and the interest rate was increased to 20%, per annum.

As of June 30, 2011, the due dates of both notes were extended in support of the Company’s current project in Gulfport, MS and the Trustee of the Cruise Holdings bankruptcy estate, holding the mortgage and promissory note payable consented;  (1) to require no payments through June 30, 2012; (2) that the collection fees and accrued interest be paid on or before October 1, 2012; (3) extend the due date of the balance of the obligation for the principal and accrued interest to July 1, 2013.  As of April 25, 2014, the Company has not repaid the principal and accrued interest by the dates stipulated in the extension and is currently in default.  As a result, the balances as of the mortgage payable, note payable and accrued interest have been reflected as current liabilities in the Company’s balance sheet as of December 31, 2013 and June 30, 2013.

 

On December 20, 2012, the Company and an officer of the Company, as Guarantor, entered into a Settlement Agreement (Agreement) with the Trustee for the estate of the gaming vessel which set forth terms related to the consideration to be paid by the Company to the Trustee in exchange for the release of all claims against the Company and the Guarantor, including all promissory notes, penalties, fees and  interest.

 

The Agreement is subject to the order of approval by the US Bankruptcy Court, Southern District of Florida, West Palm Division with regard to the Guarantor and will become effective upon the first business day of RBMS’s closing on primary equity and debt financing for not less than $100,000,000 for the design, construction and opening of a casino resort in Gulfport, MS. Pursuant to the terms of the Agreement, upon closing, the Company shall deliver to the Trustee 250,000 shares of Series B Subordinated Participating Preferred Stock in Rotate Black, to be designated  These Series B Preferred shares will be fully redeemed through payments to the Trustee totaling $5,000,000 and will be determined as a percentage of the Company’s gross cash receipts each year, as defined. The payments will be due on a monthly basis.  The Series B shares will be subordinated to a maximum of $2,500,000 of Series A Preferred shares.  The Series B are fully redeemable by the Company in part or in full based upon a schedule whereby the balance will be adjusted; (1) within the first three months of the closing to $2,000,000; (2) within the first 15 months of closing to $2,500,000; (3) within the first 27 months of closing to $3,000,000; (4) within the first 39 months of closing to $3,500,000; (5) within the first 51 months of closing to $4,000,000; and (5) after 51 but before 59 months of closing the Company is obligated to pay $5,000,000.  If the Series B Preferred is not redeemed on an accelerated basis or in accordance with the terms of the Agreement, the Company shall pay the Trustee the sum of $5,000,000, plus 12% interest, per annum, over the five years, with default provisions as defined.

 

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(End Disclosure - 8. The Big Easy Gaming Vessel)
 
Disclosure - 9. Land Purchase Deposit
Disclosure - 9. Land Purchase Deposit (USD $) 6 Months Ended
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  Dec. 31, 2013
   
   
   
9. Land Purchase Deposit

On May 26, 2009, the Company entered into an agreement to acquire real property in Sullivan County, New York. The purchase price for the property was 1,409,828 shares of common stock of the Company, $1,750,000 in cash on escrow and $1,750,000 in cash upon closing. On May 11, 2009, the Company issued 630,735 shares of common stock and Rotate Black, LLC transferred, on behalf of the Company, 779,093 shares of the Company’s common stock to the seller, both being held in escrow, as a deposit under the agreement. The shares were valued at $7,049,142, $5.00, per share. In October 2009, the Company issued 779,093 shares of common stock to Rotate Black, LLC as repayment of the advance.

 

On November 9, 2009, March 16, 2010 and May 21, 2010, the Company issued 70,000 (valued at $350,000, $5.00, per share), 208,613 (valued at $521,532, $2.5, per share) and 500,000 (valued at $550,000 $1.10, per share) shares of common stock in satisfaction of anti-dilution rights of the land purchase agreement.

 

The Company has evaluated the fair value of the land deposit and has determined that the acreage of land has a fair value in excess of the book value of the deposit recorded, however, the value of the 2,188,441 shares of the common stock of the Company provided as a deposit on the land is not in excess of its fair value and, therefore, has recorded a loss on impairment of the land purchase deposit of $8,032,986 as of June 30, 2012.

 

As of December 31, 2013, the Company has evaluated the fair value of the land deposit and has determined that the fair value is in excess of the book value of the deposit recorded.

 

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(End Disclosure - 9. Land Purchase Deposit)
 
Disclosure - 10. Edmonton Project Management Agreement
Disclosure - 10. Edmonton Project Management Agreement (USD $) 6 Months Ended
( custom:NotesToFinancialStatementsAbstract [Extension] )  
  Dec. 31, 2013
   
   
   
10. Edmonton Project Management Agreement

On January 11, 2011, the Company, through an officer of the Company, entered into a management agreement (“Management Agreement”), whereby a newly to-be-formed wholly-owned subsidiary of the Company would act as manager, with the Bear Hills Charitable Foundation, Bear Hills Casino Inc., the Louis Bull Tribe and 677626 Alberta Ltd. (Tribe Companies) for a proposed casino and entertainment destination on the Louis Bull Indian Reserve, near Edmonton, Canada. The term of the Management Agreement commences on the date the Tribe Companies receive a license for the proposed casino and all related necessary approvals from the Alberta Gaming and Liquor Commission and then shall continue for the greater of twenty years or until all monies advanced by the Company to the Tribe Companies relating directly or indirectly to the casino project are repaid or for such other term agreed. 

 

The Company, as manager, will be entitled to receive thirty percent of the revenues distributed to the Tribe Companies from the operations of the slot revenue and live games. In addition, the Company is entitled to thirty percent of all profits from any other businesses or activities on the property provided by Tribe Companies and thirty percent of all profits on any amenities or services supporting or related directly or indirectly to the casino. The Company is currently awaiting approval from the Alberta Gaming and Liquor Commission. 

  

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(End Disclosure - 10. Edmonton Project Management Agreement)
 
Disclosure - 11. Lease
Disclosure - 11. Lease (USD $) 6 Months Ended
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  Dec. 31, 2013
   
   
   
11. Lease

On August 8, 2008, the Company entered into a lease for office space, commencing on September 1, 2008 through August 31, 2011.  On July 21, 2013 the Landlord agreed to a final payment offer for all past and current rent due of approximately $157,489, payable at the closing of the Gulfport project RBMS funding.

 

On January 15, 2014, the Company entered into a lease for office space for a term of two years, cancellable by the landlord with sixty days’ notice.  Rent is payable at $425 per month, in advance of the first day of each month.

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(End Disclosure - 11. Lease)
 
Disclosure - 12. Loan Payable-Stockholder
Disclosure - 12. Loan Payable-Stockholder (USD $) 6 Months Ended
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  Dec. 31, 2013
   
   
   
12. Loan Payable-Stockholder

Loans payable – stockholders consists of advances made by the certain stockholders of the Company and an officer of the Company through a limited liability entity owned by him, and are payable on demand.

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(End Disclosure - 12. Loan Payable-Stockholder)
 
Disclosure - 13. Employment Agreement
Disclosure - 13. Employment Agreement (USD $) 6 Months Ended
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  Dec. 31, 2013
   
   
   
13. Employment Agreement

Commencing July 3, 2013, the Company entered into an agreement with its Chief Financial Officer for a term of twelve months subject to earlier termination or renewable upon mutually agreed terms.  Compensation for the officer will be accrued at $5,000, per month, and will not be paid until the earlier that the Company has successfully raised a minimum of $500,000 in working capital for its own operations or the Company has sufficient excess cash reserves to enable payment.  Upon signing the agreement, the officer was issued 100,000 shares of common stock as a signing bonus and is entitled to receive 10,000 additional shares of the Company’s common stock for each month of service provided, issued quarterly.

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(End Disclosure - 13. Employment Agreement)
 
Disclosure - 14. Convertible Promissory Note Payable
Disclosure - 14. Convertible Promissory Note Payable (USD $) 6 Months Ended
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  Dec. 31, 2013
   
   
   
14. Convertible Promissory Note Payable

May 1, 2012 Convertible Promissory Note Payable

 

On May 1, 2012, the Company issued a two-year, 10% convertible promissory note in the amount of $150,000.  After 121 days from the issue date, the holder can convert any unpaid principal and accrued interest into common shares of the Company. Between 121 days and 150 days from the issue date, the conversion price per share shall be $0.25; from 151 days to 180 days from the issue date, the conversion price shall be $0.20; anytime thereafter the conversion price shall be $0.15, subject to adjustment as defined.

 

The investor also was issued a five year common stock purchase warrant for the purchase of up to 480,000 shares of the Company’s common stock, at a price per share of $0.40, that permits a cashless exercise in the event that the underlying shares of common stock to be issued upon exercise are not registered pursuant to an effective registration statement at the time of the exercise.

 

In connection with this financing, the investment banker received 40,000 shares of the Company’s common stock.

 

Convertible Promissory Note Payable Beneficial Conversion Feature

 

As part of the issuance of the convertible promissory note payable, the Company recorded a liability for the embedded beneficial conversion feature on the convertible debentures. Since the conversion feature of the note payable may be reset based upon subsequent financing, the derivative was reflected as a liability.  The Company records changes in fair value at each reporting period in its consolidated statements of operations as a gain or loss associated with the change in fair market value.

 

The Company calculated the value of the conversion feature as of May 1, 2012 at $45,251, based upon the Black Scholes model, and has reflected this as a discount against the convertible promissory note, amortizable as interest expense over two years.  The Company recorded $8,170 and $5,656 in amortization expense for the three months ended December 31, 2013 and 2012, respectively.

 

Pursuant to the terms of this convertible promissory note payable, since the note was not repaid by February 15, 2013, the conversion price of the note payable was reduced from $0.15 to $.10, per share.

 

In December 2013, $50,000 of the principal of the promissory note, plus interest accrued on a default basis, of $22,271 was converted to 722,711 shares of the Company’s common stock.

 

The Company calculated the value of the conversion feature at December 31, 2013 of the remaining note totaling $100,000 using a Black-Scholes Option Pricing Model with the stock price of, $0.34, per share, the risk free interest rate of .384% and the expected volatility of 85.01% for the two year term, and recorded a loss on the change in fair market value of $36,838.  In addition, the discount of $77,479 on the $50,000 note which was converted was fully amortized as of December 31, 2013.

 

In February 2014, $50,000 of the principal of the promissory note, plus interest accrued on a default basis, of $25,548 was converted to 755,480 shares of the Company’s common stock.

 

Warrants

 

As part of the issuance of the convertible debentures, the Company recorded a liability for the issuance of detachable warrants.    Although such warrants are typically considered equity instruments, the warrant agreement allows for resets of the conversion price based upon subsequent financing, therefore the warrant issuance was deemed a liability for financial reporting purposes under the accounting guidance. Under the terms of the subsequent June 10, 2013 convertible promissory note, the warrant price was reduced to $.15.

 

The warrant was valued as of May 1, 2012 at $100,431, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.22, per share, the risk free interest rate of .84% and the expected volatility of 108.93%.  This value has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years.  

 

For the three months ended December 31, 2013 and 2012, the Company recorded $12,554 and $12,554 in interest expense, respectively.

 

The Company calculated the fair value of the warrant using a Black-Scholes Option Pricing Model with the stock price of, $0.34, per share, the risk free interest rate of 1.75% and the expected volatility of 99.68% for the five year term, recording a loss on the change in fair market value of $33,564 as of December 31, 2013.

 

July 17, 2012 Convertible Promissory Notes

 

On July 17, 2012, the Company sold $50,000 of 10% convertible promissory notes.  Warrants to purchase an aggregate of 194,500 shares of the Company’s common stock were issued in conjunction with these financings. In connection with these financings, the investment banker received a 10% promissory note for $6,000 and a warrant to purchase 34,500 shares of the Company’s common stock, under the same terms as the other notes sold, as payment for commissions on the financing. In addition, the investment banker received 22,253 shares of the Company’s common stock as commission.

 

Convertible Promissory Note Payable Beneficial Conversion Feature

 

The Company calculated the value of the beneficial conversion feature as of July 17, 2012 at $49,288, based upon the Black Scholes model.  Since the fair value of the conversion feature exceeded the remaining proceeds to be allocated, the Company has reflected $2,749, as a discount against the convertible promissory note, amortizable as interest expense over two years. The excess of the value of the conversion feature over the proceeds was $46,539, which was recorded as interest expense on July 17, 2012.  The Company recorded $211 and $344 in amortization expense for the three months ended December 31, 2013 and 2012.

 

Pursuant to the terms of one of the convertible promissory notes payable for $15,000 the note was not repaid by February 15, 2013, and the conversion price of that note payable was reduced from $0.15 to $.10, per share.

 

In July 2013, $15,000 of the principal of the promissory notes, and $1,467 in interest were repaid as a result of converting the debt to 164,671 shares of the Company’s common stock.

 

In September 2013, $20,000 of the principal of the promissory notes, and $2,259 in interest were repaid as a result of converting the debt to 222,574 shares of the Company’s common stock.

 

In September 2013, $6,000 of the principal of the promissory notes   issued to the investment banker, and $667 in interest were repaid as a result of converting the debt to 66,677 shares of the Company’s common stock.

 

In October 2013, $5,000 of the principal of the promissory notes, and $564 in interest were repaid as a result of converting the debt to 55,643 shares of the Company’s common stock.

 

The Company calculated the value of the conversion feature at December 31, 2013 using a Black-Scholes Option Pricing Model of the remaining note totaling $10,000 and recorded loss on the change in fair market value of $4,146. In addition, the discount of $4,742 on the $5,000 note which was converted was fully amortized as of December 31, 2013.

 

Warrants

 

The warrants were valued as of July 17, 2012 at $53,251, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.30, per share, the risk free interest rate of .76% and the expected volatility of 148.12%.  This value has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years.  The Company recorded $6,656 and $6,656 in interest expense for the three months ended December 31, 2013 and 2012.

 

In connection with the subsequent June 10, 2013 financing, the warrant price was reduced to $0.15.  The Company calculated the value of the warrants at December 31, 2013 using a Black-Scholes Option Pricing Model, recording a loss on the change in fair market value of $13,691 as of December 31, 2013.

 

 October 15, 2012 Convertible Promissory Notes

 

On October 15, 2012, the Company sold $39,015, of the 10% convertible promissory notes.  Warrants to purchase an aggregate of 78,030 shares of the Company’s common stock were issued in conjunction with these financings. A $4,000, 10% convertible promissory note, without warrants, was also issued to the investment banker for fees pursuant to this investment.

 

Convertible Promissory Note Payable Beneficial Conversion Feature

 

The Company calculated the value of the beneficial conversion feature as of October 15, 2012 for the $39,015 note at $19,876, based upon the Black Scholes model.   The Company recorded $2,485 and $1,745 in amortization expense of the discount for the three months ended December 31, 2013 and 2012.

 

The Company calculated the value of the conversion feature at December 31, 2013, recording a loss on the change in fair market value of $32,766.

 

The Company calculated the value of the beneficial conversion feature as of October 15, 2012 for the $4,000 note at $2,038, based upon the Black Scholes model.   The Company recorded $1,061 in amortization expense of the discount for the three months ended December 31, 2013.

 

The Company calculated the value of the conversion feature at December 31, 2013 using a Black-Scholes Option Pricing Model, recording a gain on the change in fair market value of $3,467.

 

In November 2013, the $4,000, 10% convertible promissory note and interest of $423 were converted into 44,423 shares of the Company’s common stock. In addition, Company recorded $1,061 in amortization expense on the fully amortized note for the three months ended December 31, 2013.

 

 Warrants

 

The warrants were valued as of October 15, 2012 at $13,146, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.24, per share, the risk free interest rate of .71% and the expected volatility of 105.60%.  This value has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years.  The Company recorded $1,643 and $1,396 in interest expense for the three months ended December 31, 2013 and 2012.

 

The Company calculated the value of the warrants at December 31, 2013 using a Black-Scholes Option Pricing Model, recording a loss on the change in fair market value of $5,633.

 

May 28, 2013 Convertible Promissory Note Payable

 

On May 28, 2013, the Company sold an additional $59,000 of the 10% convertible promissory notes. In connection with this note, the Company agreed to hold 2,000,000 of its common stock as collateral for the note payable.

 

The Company calculated the value of the beneficial conversion feature as of May 28, 2013 at $29,817, based upon the Black Scholes model.  The Company recorded $3,727 in amortization expense for the three months ended December 31, 2013.

 

The Company calculated the value of the conversion feature at December 31, 2013 using a Black-Scholes Option Pricing Model, recording a loss on the change in fair market value of $43,050.

 

No warrants were granted with this convertible promissory note payable.

 

June 10, 2013 Convertible Promissory Note Payable

 

On June 10, 2013, under the Agreement, the Company issued a two-year, 10% convertible promissory note in the amount of $20,000 to an investor.  with the same conversion rights and terms. The investor also was issued a five year common stock purchase warrant for the purchase of up to 133,334 shares of the Company’s common stock, at a price per share of $0.15, that permits a cashless exercise in the event that the underlying shares of common stock to be issued upon exercise are not registered pursuant to an effective registration statement at the time of the exercise.   In addition if, while the warrant is outstanding, the Company effects a merger or consolidation, sells all of its assets or enters into other specifically defined transactions, the warrant will be exercisable into shares of the surviving entity as defined 

 

Convertible Promissory Note Payable Beneficial Conversion Feature

 

As part of the issuance of the convertible promissory note payable, the Company recorded a liability for the embedded beneficial conversion feature on the convertible debentures. Since the conversion feature of the note payable may be reset based upon subsequent financing, the derivative was reflected as a liability.  The Company records changes in fair value at each reporting period in its consolidated statements of operations as a gain or loss associated with the change in fair market value.

 

The Company calculated the value of the conversion feature as of June 10, 2013 at $9,108, however, the excess of the value of the conversion feature over the proceeds was $3,318, which was recorded as interest expense on June 10, 2013 and $5,790, based upon the Black Scholes model, and has been reflected as a discount against the convertible promissory note, amortizable as interest expense over two years.  The Company recorded $724 in amortization expense for the three months ended December 31, 2013.

 

The Company calculated the value of the conversion feature using a Black-Scholes Option Pricing Model, recording a loss on the change in fair market value of $14,593 as of December 31, 2013.

 

Warrants

 

As part of the issuance of certain convertible debentures, the Company recorded a liability for the issuance of detachable warrants.    Although such warrants are typically considered equity instruments, the warrant agreement allows for resets of the conversion price based upon subsequent financing, therefore the warrant issuance was deemed a liability for financial reporting purposes under the accounting guidance.

 
 

The warrant was valued as of June 10, 2013 at $14,210, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.135, per share, the risk free interest rate of 1.20% and the expected volatility of 111.47%.  This value has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years.  For the three months ended December 31, 2013, the Company recorded $1,760 in interest expense.

 

The Company calculated the value of the warrants using a Black-Scholes Option Pricing Model recording a loss on the change in fair market value of $9,652 as of December 31, 2013.

 

July 2, 2013 Convertible Promissory Note Payable

 

On July 2, 2013, the Company issued four two-year, 10% convertible promissory notes in the amount of $10,000 each.  The investors also were each issued a five year common stock purchase warrant for the purchase of up to 67,000 shares of the Company’s common stock, at a price per share of $0.15, that permits a cashless exercise in the event that the underlying shares of common stock to be issued upon exercise are not registered pursuant to an effective registration statement at the time of the exercise.  

 

Convertible Promissory Note Payable Beneficial Conversion Feature

 

As part of the issuance of the convertible promissory note payable, the Company recorded a liability for the embedded beneficial conversion feature on the convertible debentures. Since the conversion feature of the note payable may be reset based upon subsequent financing, the derivative was reflected as a liability.  The Company records changes in fair value at each reporting period in its consolidated statements of operations as a gain or loss associated with the change in fair market value.

 

The Company calculated the value of the conversion feature as of July 2, 2013 at $23,243, however, the excess of the value of the conversion feature over the proceeds was $19,630, which was recorded as interest expense on July 2, 2013, and $3,613, based upon the Black Scholes model, and has been reflected as a discount against the convertible promissory note, amortizable as interest expense over two years.  The Company recorded $452 in amortization expense for the three months ended December 31, 2013.

 

The Company calculated the value of the conversion feature using a Black-Scholes Option Pricing Model, recording a loss on the change in fair market value of $17,730 as of December 31, 2013.

 

Warrants

 

As part of the issuance of the convertible debentures, the Company recorded a liability for the issuance of detachable warrants.    Although such warrants are typically considered equity instruments, the warrant agreement allows for resets of the conversion price based upon subsequent financing, therefore the warrant issuance was deemed a liability for financial reporting purposes under the accounting guidance.

 

The warrant was valued as of July 2, 2013 at $36,387, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.17, per share, the risk free interest rate of 1.38% and the expected volatility of 109.18%.  This value has been reflected as a discount of the convertible promissory note payable and amortizable as interest expense over two years.  For the three months ended December 31, 2013, the Company recorded $4,548 in interest expense.

 

The Company calculated the value of the warrants using a Black-Scholes Option Pricing Model recording a loss on the change in fair market value of $19,456 as of December 31, 2013.

 

On July 2, 2013 the Company issued a five-year warrant to purchase of up to 100,000 shares of the Company’s common stock, at a price per share of $0.15, to the investment banker in payment for commissions due.

 

 

August 28, 2013 Convertible Promissory Note Payable

 

On August 28, 2013, the Company agreed to sell up to an aggregate of $250,000 in convertible promissory notes under a securities purchase agreement (Agreement) with an aggregate stated value equal to the purchaser’s subscription amount and a warrant to purchase up to a number of shares of common stock equal to 100% of the purchaser’s subscription amount divided by $0.15 with an exercise price of $0.15 exercisable immediately with a term of five years.  The Company issued four 10% convertible promissory notes under this Agreement for an aggregate of $70,000 and warrants to purchase 469,000 shares of the Company’s common stock.

 

Convertible Promissory Note Payable Beneficial Conversion Feature

 

As part of the issuance of the convertible promissory note payable, the Company recorded a liability for the embedded beneficial conversion feature on the convertible debentures. Since the conversion feature of the note payable may be reset based upon subsequent financing, the derivative was reflected as a liability.  The Company records changes in fair value at each reporting period in its consolidated statements of operations as a gain or loss associated with the change in fair market value.

 

The Company calculated the value of the conversion feature as of August 28, 2013 at $75,175; however, the excess of the value of the conversion feature over the proceeds was $75,175, which was recorded as interest expense on August 28, 2013.

 

The Company calculated the value of the conversion feature using a Black-Scholes Option Pricing Model, recording a loss on the change in fair market value of $49,212 as of December 31, 2013.

 

Warrants

 

As part of the issuance of the convertible debentures, the Company recorded a liability for the issuance of detachable warrants.    Although such warrants are typically considered equity instruments, the warrant agreement allows for resets of the conversion price based upon subsequent financing, therefore the warrant issuance was deemed a liability for financial reporting purposes under the accounting guidance.

 

The warrant was valued as of August 28, 2013 at $102,553, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.26, per share, the risk free interest rate of 1.62% and the expected volatility of 109.18%.  $32,553 of this value has been recorded as interest expense and $70,000 has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years.  For the three months ended December 31, 2013, the Company recorded $8,750 in interest expense.

 

The Company calculated the value of the warrants using a Black-Scholes Option Pricing Model recording a loss on the change in fair market value of $34,658 as of December 31, 2013.

 

October 29, 2013 Convertible Promissory Note Payable

 

On October 29, 2013, the Company issued a two-year, 10% convertible promissory note in the amount of $15,000. After 121 days from the issue date, the holder can convert any unpaid principal and accrued interest into common shares of the Company at $0.15, per share. After 210 days conversion price shall be $0.10, subject to adjustment as defined. The investor also was issued a five year common stock purchase warrant for the purchase of up to 100,000 shares of the Company’s common stock, at a price per share of $0.15, that permits a cashless exercise in the event that the underlying shares of common stock to be issued upon exercise are not registered pursuant to an effective registration statement at the time of the exercise. The Company issued 25,000 shares of common stock to the investor as an incentive.

 

Convertible Promissory Note Payable Beneficial Conversion Feature

 

As part of the issuance of the convertible promissory note payable, the Company recorded a liability for the embedded beneficial conversion feature on the convertible debentures. Since the conversion feature of the note payable may be reset based upon subsequent financing, the derivative was reflected as a liability.  The Company records changes in fair value at each reporting period in its consolidated statements of operations as a gain or loss associated with the change in fair market value.

 

The Company calculated the value of the conversion feature as of October 29, 2013 using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.20, per share, the risk free interest rate of .32%, a term of two years and the expected volatility of 85.01% at $10,647, however, the excess of the value of the conversion feature over the proceeds was $10,647, which was recorded as interest expense on October 29, 2013.

 

The Company calculated the value of the conversion feature using a Black-Scholes Option Pricing Model, recording a loss on the change in fair market value of $11,856 as of December 31, 2013.

 

Warrants

 

As part of the issuance of the convertible debentures, the Company recorded a liability for the issuance of detachable warrants. Although such warrants are typically considered equity instruments, the warrant agreement allows for resets of the conversion price based upon subsequent financing, therefore the warrant issuance was deemed a liability for financial reporting purposes under the accounting guidance.

 

The warrant was valued as of October 29, 2013 at $15,587, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.20, per share, the risk free interest rate of 1.31%, a term of five years and the expected volatility of 99.68%.  $587 of this value has been recorded as interest expense and $15,000 has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years.  For the three months ended December 31, 2013, the Company recorded $1,313 in interest expense.

 

The Company calculated the value of the warrants using a Black-Scholes Option Pricing Model recording a loss on the change in fair market value of $12,732 as of December 31, 2013.

 

December 12, 2013 Convertible Promissory Note Payable

 

On December 12, 2013, the Company issued a two-year, 10% convertible promissory note in the amount of $30,000. After 121 days from the issue date, the holder can convert any unpaid principal and accrued interest into common shares of the Company at $ .15, per share. After 210 days, the conversion price shall be $0.10, per share, subject to adjustment as defined. The investor also was issued a five year common stock purchase warrant for the purchase of up to 200,000 shares of the Company’s common stock, at a price per share of $0.15, that permits a cashless exercise in the event that the underlying shares of common stock to be issued upon exercise are not registered pursuant to an effective registration statement at the time of the exercise. In addition, the Company issued 50,000 shares of common stock to the investor as an incentive to the note.

 

Convertible Promissory Note Payable Beneficial Conversion Feature

 

As part of the issuance of the convertible promissory note payable, the Company recorded a liability for the embedded beneficial conversion feature on the convertible debentures. Since the conversion feature of the note payable may be reset based upon subsequent financing, the derivative was reflected as a liability.  The Company records changes in fair value at each reporting period in its consolidated statements of operations as a gain or loss associated with the change in fair market value.

 

The Company calculated the value of the conversion feature as of December 12, 2013 at $15,847, however, the excess of the value of the conversion feature over the proceeds was $10,834, which was recorded as interest expense on December 12, 2013, and $5,013, based upon the Black Scholes model, and has been reflected as a discount against the convertible promissory note, amortizable as interest expense over two years.  The Company recorded $139 in amortization expense for the three months ended December 31, 2013.

 

The Company calculated the value of the conversion feature, recording a loss on the change in fair market value of $29,526 as of December 31, 2013.

 

Warrants

 

As part of the issuance of the convertible debentures, the Company recorded a liability for the issuance of detachable warrants. Although such warrants are typically considered equity instruments, the warrant agreement allows for resets of the conversion price based upon subsequent financing, therefore the warrant issuance was deemed a liability for financial reporting purposes under the accounting guidance.

 

The warrant was valued as of December 12, 2013 at $24,987, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.165 per share, the risk free interest rate of 1.55% and the expected volatility of 99.68%.  $24,987 has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years.  For the three months ended December 31, 2013, the Company recorded $694 in interest expense.

 

The Company calculated the value of the warrants recording a loss on the change in fair market value of $32,064 as of December 31, 2013.

 

December 17, 2013 Convertible Promissory Note Payable

 

On December 17, 2013, the Company issued a two-year, 10% convertible promissory notes in the amount of $50,000.  Warrants to purchase an aggregate of 333,334 shares of the Company’s common stock were issued in conjunction with these financings.  If the Company has not redeemed the notes by the 120th day after the issuance of the notes the note holders may convert at a price of $0.15 a share.  If the Company has not redeemed the notes by the 210th day after the issuance of the notes the note holders may convert at a price of $0.10 a share.  In addition, the Company issued 83,333 shares of common stock to the investor as an incentive to the note.  In addition, the investment banker received 245,333 shares of the Company’s common stock and a five year common stock purchase warrant for the purchase of up to 77,300 shares of the Company’s common stock, at a price per share of $0.15 as commission.

 

Convertible Promissory Note Payable Beneficial Conversion Feature

 

As part of the issuance of the convertible promissory note payable, the Company recorded a liability for the embedded beneficial conversion feature on the convertible debentures. Since the conversion feature of the note payable may be reset based upon subsequent financing, the derivative was reflected as a liability.  The Company records changes in fair value at each reporting period in its consolidated statements of operations as a gain or loss associated with the change in fair market value.

 

The Company calculated the value of the conversion feature as of December 17, 2013, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.18, per share, the risk free interest rate of .34%, a term of two years and the expected volatility of 85.01%,  at $30,236, however, the excess of the value of the conversion feature over the proceeds was $$26,306, which was recorded as interest expense on December 17, 2013, and $3,930, based upon the Black Scholes model, and has been reflected as a discount against the convertible promissory note, amortizable as interest expense over two years.  The Company recorded $109 in amortization expense for the three months ended December 31, 2013.

 

The Company calculated the value of the conversion feature using a Black-Scholes Option Pricing Model, recording a loss on the change in fair market value of $45,385 as of December 31, 2013.

 

Warrants

 

As part of the issuance of the convertible debentures, the Company recorded a liability for the issuance of detachable warrants. Although such warrants are typically considered equity instruments, the warrant agreement allows for resets of the conversion price based upon subsequent financing, therefore the warrant issuance was deemed a liability for financial reporting purposes under the accounting guidance.

 

The warrant was valued as of December 17, 2013 at $46,070, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.18 per share, the risk free interest rate of 1.52%  a five year term and the expected volatility of 99.68%.  $46,070 has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years.  For the three months ended December 31, 2013, the Company recorded $1,280 in interest expense.

 

The Company calculated the value of the warrants using a Black-Scholes Option Pricing Model, recording a loss on the change in fair market value of $49,015 as of December 31, 2013.

 

December 30, 2013 Convertible Promissory Note Payable

 

On December 30, 2013, the Company sold $270,000, of the two-year 10% convertible promissory notes.  Warrants to purchase an aggregate of 1,800,000 shares of the Company’s common stock were issued in conjunction with these financings.  If the Company has not redeemed the notes by the 120th day after the issuance of the notes the note holders may convert at a price of $0.15 a share.  If the Company has not redeemed the notes by the 210th day after the issuance of the notes the note holders may convert at a price of $0.10 a share.  In addition, the Company issued 450,000 shares of common stock to the investors as an incentive to the note.

 

Convertible Promissory Note Payable Beneficial Conversion Feature

 

As part of the issuance of the convertible promissory note payable, the Company recorded a liability for the embedded beneficial conversion feature on the convertible debentures. Since the conversion feature of the note payable may be reset based upon subsequent financing, the derivative was reflected as a liability.  The Company records changes in fair value at each reporting period in its consolidated statements of operations as a gain or loss associated with the change in fair market value.

 

The Company calculated the value of the conversion feature as of December 30, 2013 using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.34 per share, the risk free interest rate of .39% a two year term and the expected volatility of 85.01%, at $408,384, however, the excess of the value of the conversion feature over the proceeds was $408,384, which was recorded as interest expense on December 30, 2013.

 

The Company calculated the value of the conversion feature using a Black-Scholes Option Pricing Model, recording a gain on the change in fair market value of $29 as of December 31, 2013.

 

Of the notes payable issued, $105,000 of the proceeds was not received by the Company until January 2014, and has been recorded as a receivable on the consolidated financial statements.

 

Warrants

 

As part of the issuance of the convertible debentures, the Company recorded a liability for the issuance of detachable warrants.    Although such warrants are typically considered equity instruments, the warrant agreement allows for resets of the conversion price based upon subsequent financing, therefore the warrant issuance was deemed a liability for financial reporting purposes under the accounting guidance.

 

The warrant was valued as of December 30, 2013 at $513,341, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.34, per share, the risk free interest rate of 1.71%, a term of five years and the expected volatility of 99.68%.  $243,341 of this value has been recorded as interest expense and $270,000 has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years.  For the three months ended December 31, 2013, the Company recorded $7,500 in interest expense.

 

The Company calculated the value of the warrants using a Black-Scholes Option Pricing Model recording a loss on the change in fair market value of $117 as of December 31, 2013.

 

As of December 31, 2013 and June 30, 2013, the 10% Convertible Notes Payable were as follows:

 

   

Dec 31,

2013

   

June 30,

2013

 
             
10% Convertible Promissory Note Payable   $   703,015     $   328,015  
Less:                
   Beneficial Conversion Feature Discount     (50,518)       (69,642)  
   Warrant Discount     (477,854)       (91,809)  
                 
10% Convertible Promissory Note Payable - Net   $ 174,643     $ 166,564  

 

Promissory Note Payable

 

On September 6, 2012, the Company received $65,000 in loan proceeds. A promissory note was issued in the amount of $80,000, which includes interest payments of $15,000. In addition, 185,000 shares of common stock were issued as additional interest. Pursuant to the terms of the note, if the promissory note is not repaid by May 20, 2013 the Company is to use its best efforts to liquidate shares of its common stock to repay the loan.  As of April 25, 2014, no payments have been made on the promissory note.

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(End Disclosure - 14. Convertible Promissory Note Payable)
 
Disclosure - 15. Common Stock
Disclosure - 15. Common Stock (USD $) 6 Months Ended
( custom:NotesToFinancialStatementsAbstract [Extension] )  
  Dec. 31, 2013
   
   
   
15. Common Stock

Common and Preferred Shares

 

 In July 2012, the Company issued an aggregate of 1,200,000 shares of common stock at $0.10, per share, for legal services.

 

In July and August 2012, the Company converted an aggregate of 40 shares of the Series A Preferred Stock to 526,253 shares of common stock at a conversion rate of $.10, per share, including accrued dividends, penalty and interest.

 

In October 2012, the Company converted 100 shares of the Series A Preferred Stock to 2,780,602 shares of common stock at a conversion rate of $0.05, per share, including accrued dividends, penalty and interest, pursuant to an agreement with the investor.

 

In October 2012, the Company sold an aggregate of 300,000 shares of the Company’s common stock and a warrant to purchase 249 shares of Class B common stock of RBMS to three investors of the Company for $30,000.

 

On October 15, 2012, the Company issued 300,000 shares of common stock at $0.20, per share, for legal services pursuant to an agreement dated April 23, 2012.

 

In October 2012, the Company issued an aggregate of 62,253 shares of common stock at $0.30, per share, to the investment banker in connection with financings.

 

On November 8, 2012, the Company issued 100,000 shares of common stock at $0.15, per share, in settlement of accounts payable.

 

In December 2012, the Company issued an aggregate of 1,600,000 shares of common stock, at $0.20, per share, for compensation to employees valued at $320,000.

 

In December 2012, the Company issued 20,000 shares of common stock at $0.20, per share for consulting services.

 

In January 2013, the Company issued 1,200,000 shares of common stock at $0.10, per share for legal services.

 

In February 2013, the Company converted 50 shares of Series A Preferred Stock to 723,534 shares of common stock at a conversion rate of $.10, per share, including accrued dividends, penalty and interest.

   

In March 2013, the Company issued 50,000 shares of common stock at $0.20, per share, for repayment of loans on behalf of RBMS.

 

In June 2013, the Company issued 92,400 shares of common stock at $0.20, per share, for fees to the investment banker.

 

In June 2013, the Company issued 50,000 shares of common stock at $0.20, per share, for repayment of loan on behalf of RBMS.

 

In June 2013, the Company issued an aggregate of 1,280,000 shares of common stock and a warrant to purchase 1,280,000 shares of common stock as compensation to officers and affiliates of the Company.  The warrant is exercisable at $0.20, per share, for 5 years.

 

In July 2013, the Company issued 164,671 shares of common stock at $0.10, per share for the conversion of $15,000 of the 10% Convertible Promissory Notes and accrued interest.

 

In July 2013, the Company issued a warrant to purchase 100,000 shares of common stock exercisable at $0.15, per share for 5 years and 100,000 shares of common stock at $0.15, per shares, to the investment banker for fees totaling $30,000.

 

In September 2013, the Company issued an aggregate of 30,000 shares of common stock, at $0.20, per share, for compensation to an employee valued at $6,000.

 

In September 2013, the Company issued 289,251 shares of common stock at $.10, per share for the conversion of $26,000 of the 10% Convertible Promissory Notes and accrued interest.

 

In October 2013, the Company issued 200,000 shares of common stock at $.15, per share as fees to the investment banker totaling $30,000.

 

In December 2013, the Company issued an aggregate of 30,000 shares of common stock, at $0.20, per share, for compensation to an employee valued at $6,000.

 

In October and December 2013, an aggregate of 822,777 shares of common stock were issued for the conversion of $59,000 of the 10% Convertible Promissory Notes and accrued interest.

 

In November 2013, the Company issued 150,000 shares of common stock at $0.20, per share, to a consultant for investor relations services.

 

In November 2013, the Company issued 100,000 shares of common stock at $0.20, per share, to its chief financial officer pursuant to an employment agreement.

 

In December 2013, the Company issued 200,000 shares of common stock at $0.10, per share, for legal fees.

 

RBMS Equity

 

RBMS equity consists of 45 Series A Preferred Common Stock Units and 2,687 Series B Preferred Common Stock Units. $1,925,000 in Units were sold for cash from 2010 through 2012 and $550,000 in Units were issued for services rendered to the Company.

 

Stock Option Plan

 

On July 6, 2011, the Company’s stockholders approved the Rotate Black, Inc. Stock Option Plan (Plan) under which the Chief Executive Officer of the Company may grant incentive stock options to certain employees to purchase up to 25,000,000 shares of common stock of the Company. The option price shall be no less than the fair market value of the stock, as defined. The Plan shall terminate after ten years.  As of December 31, 2013 and April 25, 2014 no options were granted under the Plan.

 

Class A 12% Preferred Stock

 

On June 10, 2011, the Board of Directors designated 500 shares of Class A 12% Preferred stock (Series A), stated value of $1,000, per share. Each share is convertible at any time from and after the issue date into shares of common stock determined by dividing the stated value of the shares of Series A by the conversion price of $.10, as defined. Holders of the Series A are entitled to receive cumulative dividends at 12%, per annum, payable quarterly, subject to periodic increases, as defined, and a late fee of 18%, per annum. The Series A have certain anti-dilution rights, as defined. In addition, upon the occurrence of any triggering event, as defined, the holder of the Series A shall have the right to: (A) require the Company to redeem all of the Series A held by the holder for a redemption price, in cash, equal to the an amount as defined, or (B) redeem all of the Series A held by the holder for a redemption price, in shares of common stock of the Company, equal to a number of shares equal to the redemption amount, as defined. Upon liquidation of the Company, the Series A holders are entitled to receive an amount equal to the stated value, plus accrued and unpaid dividends. The Series A have no voting rights.

 

On June 10, 2011, the Company entered into a Securities Purchase Agreement to sell up to an aggregate of 500 shares of Preferred Stock with an aggregate value of $500,000.

 

As of June 30, 2011 the Company sold 190 Series A shares with 950,000 warrants to purchase common stock for an aggregate of $190,000. Each warrant is exercisable at $0.40, per share, for five years. As of June 30, 2013, none of the warrants have been exercised.

 

The fair value of the 950,000 detachable warrants sold with the Series A for an aggregate of $190,000, was valued at $91,500 and recorded as additional paid-in capital using a Black Scholes Option Pricing Model using the stock price on day of grant, $0.19, per share, the risk free interest rate of 1.48% and the expected volatility of 81.13%.

  

Since the Series A embodies an obligation to repurchase the issuer’s equity shares in response to a triggering event, as defined, the Company classified the Series A Preferred Stock as a liability in accordance with guidance under ASC 480-10-65.

 

As of June 30, 2013, all of the 190 shares of Series A Preferred Stock, including accrued interest, dividends and penalty, have been converted to an aggregate of 4,030,389 shares of the Company’s common stock.

 

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(End Disclosure - 15. Common Stock)
 
Disclosure - 16. Commitments and Contingencies
Disclosure - 16. Commitments and Contingencies (USD $) 6 Months Ended
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  Dec. 31, 2013
   
   
   
16. Commitments and Contingencies

The Company has guaranteed certain notes payable of RBL in the amount to $250,000. (Note 8)

 

On March 15, 2011, April 16, 2012 and January 14, 2013 the Company entered into non-exclusive agreements with an investment banker, financial advisor and consultant.  The agreements each become exclusive for 14 days following execution and then non-exclusive for a term of six months.  The Company agreed to pay to the investment banker a cash placement fee of 8% of the total purchase price of the Company’s securities sold, adjusted by the exercise of any investor warrants, in connection with a placement resulting from the investment banker’s introduction.  In addition, the banker shall receive warrants to purchase common stock of the Company equal to 8% of the funds raised, as defined.  If the investment banker introduces the Company during the term to a transaction which becomes a merger, acquisition, joint venture or similar transaction, the Company shall pay the banker a fee in combination of stock and cash that reflects the exact percentage of stock and or cash used for the transaction, as defined.

 

On February 19, 2013, as amended on June 3, 2013 and December 2, 2013, the Company agreed to engage a non-exclusive placement agent in connection with the possible private placement of equity, equity-linked or debt securities in connection with the financing of the Gulfport casino hotel project (“Agreement”). The Agreement is for an initial terms of five months and the scope of the engagement agreement calls for a nonrefundable transaction fee, as defined,  equal to the sum of (i) 2.00% of the aggregate principal amount of all unsecured, non-senior, second lien or subordinated debt securities, senior notes, capital leases, operating eases and/or bank debt raised or committed from a financing partner introduced to the Company by the agent and (ii) 5.00% of the aggregate amount of all equity and equity-linked securities, as defined, placed or committed from a financing partner introduced to the Company by the agent.  The transaction fee shall be subject to an aggregate minimum fee of $1,350,000 provided that the Agreement is not terminated by the Company and shall be payable regardless of whether any financing partners introduced by the agent participate in the financing transaction.

 

Litigation

 

On February 23, 2010, a Complaint was filed in the Third Judicial District Court of the State of Nevada in and For the County of Lyon against the Company, RBL, and others in the amount of $5,000,000 pursuant to the termination of a development agreement for the Dayton Project.  On July 16, 2010, the Company and Defendants filed an answer and counterclaim. A default Judgment was filed in the Third Judicial District Court of the State of Nevada In and For the County of Lyon on August 8, 2011 against the Company, Rotate Black, LLC, two officers of the Company, and others in the amount of $9,674,057 for exemplary and punitive damages.    In connection with this matter, a Request for Enrollment of Foreign Judgment was filed in the Circuit Court of Harrison County, Mississippi, First Judicial District on December 23, 2011.  On June 6, 2012, the Company filed a Motion for Leave to Seek District Court’s Correction of Clerical Error Appearing on the Face of the Judgment, Subject Matter of Current Appeal in the Supreme Court of the State of Nevada.  On June 7, 2012 the Company was notified that its appeals to the default judgment will be heard by the Nevada Supreme Court. The Company will vigorously defend this action but can provide no assurance as to the likelihood of the outcome of the matter.

 

On January 18, 2012, an investment banker filed a civil lawsuit against the Company in the Circuit Court of Harrison County, Mississippi, First Judicial District, alleging breach of a fee letter agreement in the amount of $150,000, plus attorney’s fees and costs.  The Plaintiff filed a motion for summary judgment on November 21, 2013 which was heard on January 9, 2014, whereupon the motion was granted with regard to the Company’s liability for $25,000.  The Court has not entered an order confirming its ruling and has not reached a determination as to the Company’s liability on the remaining $125,000. The Company will vigorously defend this action but can provide no assurance as to the likelihood of the outcome of the matter. The Company accrued a liability of $150,000 against the claim.

 

Consulting Agreement

 

On October 14, 2013, the Company entered into an agreement with a consultant for a period of three months to provide investor relations services in exchange for 150,000 shares of the Company’s common stock, valued at $30,000. The agreement was not renewed by the Company.

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(End Disclosure - 16. Commitments and Contingencies)
 
Disclosure - 17. Income Taxes
Disclosure - 17. Income Taxes (USD $) 6 Months Ended
( us-gaap:IncomeTaxDisclosureAbstract )  
  Dec. 31, 2013
   
   
   
17. Income Taxes

The Company and its subsidiaries file separate tax returns and have not filed income tax returns for the years ended June 30, 2009 through 2013 but anticipate no significant income tax expenses as a result of these filings.

 

The Company’s policy is to classify tax assessments, if any, for interest in interest expense and for penalties in general and administrative expenses.

 

 As of December 31, 2013, management has evaluated and concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements

 

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(End Disclosure - 17. Income Taxes)
 
Disclosure - 18. Subsequent Events
Disclosure - 18. Subsequent Events (USD $) 6 Months Ended
( custom:NotesToFinancialStatementsAbstract [Extension] )  
  Dec. 31, 2013
   
   
   
18. Subsequent Events

Common Stock

 

In January, February and March 2014, the Company issued an aggregate of 30,000 shares of common stock, at $0.20, per share, for compensation to an employee valued at $6,000.

 

In February 2014, 755,480 shares of common stock were issued for the conversion of $50,000 of the 10% Convertible Promissory Notes and accrued interest

 

Convertible Notes and Warrant

  

On January 1, 2014, the Company sold $60,000, of the two-year 10% convertible promissory notes.  Warrants to purchase an aggregate of 400,000 shares of the Company’s common stock were issued in conjunction with these financings.   If the Company has not redeemed the notes by the 120th day after the issuance of the notes the note holders may convert at a price of $0.15 a share.  If the Company has not redeemed the notes by the 210th day after the issuance of the notes the note holders may convert at a price of $0.10 a share.  In addition, the Company issued 100,000 shares of common stock to the investors as an incentive to the note.

 

In connection with the financings, the investment banker received 200,000 shares of the Company’s common stock as a fee totaling $30,000.

 

On March 3 and March 31, 2014, a stockholder advanced the Company $33,475 and $30,000, respectively.

 

( us-gaap:SubsequentEventsTextBlock )  
(End Disclosure - 18. Subsequent Events)
 
Disclosure - 2. Summary of Significant Accounting Policies (Policies)
Disclosure - 2. Summary of Significant Accounting Policies (Policies) (USD $) 6 Months Ended
( custom:SummaryOfSignificantAccountingPoliciesPoliciesAbstract [Extension] )  
  Dec. 31, 2013
   
   
   
Basis of Presentation

The accompanying unaudited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and with the rules and regulations under Regulation S-X of the Securities and Exchange Commission for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position, results of operations and cash flows for interim financial statements have been included. These financial statements should be read in conjunction with the financial statements of the Company together with the Company’s management discussion and analysis in Item 2 of this report and in the Company’s Form 10-K for the year ended June 30, 2013. Interim results are not necessarily indicative of the results for a full year.

( us-gaap:BasisOfAccountingPolicyPolicyTextBlock )  
Consolidated Financial Statements

The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, Rotate Black, OK, LLC. (OKL).  In addition, the Company has included the financial statements of RBMS in the accompanying consolidated financial statements. (Note 7).

 

Investments in 50% or less owned entities without controlling influence by the Company are accounted for using the equity method. Under the equity method, the Company recognizes its ownership share of the income and losses of the equity entity. Through June 30, 2011, the Company recognized an equity interest in RBMS. (Note 7).

 

All significant intercompany accounts and transactions have been eliminated.

( us-gaap:ConsolidationPolicyTextBlock )  
Reclassifications

Certain amounts for the prior year have been revised or reclassified to conform to 2013 financial statement presentation.

( us-gaap:PriorPeriodReclassificationAdjustmentDescription )  
Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

( us-gaap:UseOfEstimates )  
Financial Instruments

The Company considers the carrying amounts of financial instruments, including cash, accounts payable and accrued expenses to approximate their fair values because of their relatively short maturities.

( us-gaap:FairValueOfFinancialInstrumentsPolicy )  
Property and Equipment

Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method.

 

 Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. The cost and accumulated depreciation of assets retired or otherwise disposed of are relieved from the appropriate accounts and any profit or loss on the sale or disposition of such assets is credited or charged to income.

( us-gaap:PropertyPlantAndEquipmentPolicyTextBlock )  
Derivative Instruments

The Company’s derivative liabilities are related to embedded conversion features of the 10% Convertible Notes Payable.  For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period.  The Company uses the Black-Scholes model to value the derivative instruments at inception and subsequent valuation dates and the value is re-assessed at the end of each reporting period in accordance with Accounting Standards Codification (“ASC”) 815. 

( us-gaap:DerivativesPolicyTextBlock )  
Beneficial Conversion Charge

The intrinsic value of the beneficial conversion feature arising from the issuance of convertible notes payable with conversion rights that are in the money at the commitment date is recorded as debt discount and amortized to interest expense of the term of the note. The intrinsic value of a beneficial conversion feature is determined after initially allocating an appropriate portion of the proceeds received from the sale of the note to any detachable instruments, such as warrants, included in the sale based on relative fair values.

( custom:BeneficialConversionCharge [Extension] )  
Revenue Recognition

Revenue is recognized when evidence of an arrangement exists, pricing is fixed and determinable, collection is reasonably assured and delivery or performance of service has occurred. Management fees earned under a contract to operate and manage casino projects are recognized pursuant to terms of the agreement.

( us-gaap:RevenueRecognitionPolicyTextBlock )  
Share-Based Compensation

The Company recognizes compensation expense for all share-based payment awards made to employees, directors and others based on the estimated fair values on the date of the grant. Common stock equivalents are valued using the Black-Scholes Option-Pricing Model using the market price of our common stock on the date of valuation, an expected dividend yield of zero, the remaining period or maturity date of the common stock equivalent and the expected volatility of our common stock.

 

The Company determines the fair value of the share-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measureable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either the date at which a commitment for performance to earn the equity instrument is reached or the date the performance is complete.

 

The Company recognizes compensation expense for stock awards with service conditions on a straight-line basis over the requisite service period, which is included in operations.

( us-gaap:ShareBasedCompensationOptionAndIncentivePlansPolicy )  
Basic and Diluted Net Income (Loss) per Common Share

Basic net income (loss) per share (EPS) is calculated by dividing net income (loss) available to common stockholders (numerator) by the weighted-average number of common shares outstanding during each period (denominator).  Diluted loss per share gives effect to all dilutive common shares outstanding using the treasury stock method and convertible preferred stock using the if-converted method.  In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.  Although there were common stock equivalents outstanding as of December 31, 2013 and December 31, 2012, they were not included in the calculation of earnings per shares because their inclusion would have been considered anti-dilutive.   

( us-gaap:EarningsPerSharePolicyTextBlock )  
Leases

Rent expense is recognized on the straight-line basis over the term of the lease.

( us-gaap:LeasePolicyTextBlock )  
Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” ASU 2013-11 provides guidance on the financial statement presentation of an unrecognized tax benefit and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. The adoption of this pronouncement is not anticipated to have a material impact on the Company’s financial results or disclosures.

  

 In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, “Comprehensive Income (Topic 220) Reporting of Amounts reclassified Out of Accumulated Other Comprehensive Income”.  The amendments in this update seek to obtain that objective by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income.  For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross reference other disclosures required under U.S. GAAP that provide additional detail about these amounts.  The amendment is effective prospectively for reporting periods beginning after December 15, 2012.  For non-public entities, the amendments are effective prospectively for reporting periods beginning December 15, 2013.  Early adoption is permitted.  The adoption of this pronouncement is not anticipated to have a material impact on the Company’s financial results or disclosures.

 

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

( us-gaap:NewAccountingPronouncementsPolicyPolicyTextBlock )  
(End Disclosure - 2. Summary of Significant Accounting Policies (Policies))
 
Disclosure - 4. Property and Equipment (Tables)
Disclosure - 4. Property and Equipment (Tables) (USD $) 6 Months Ended
( custom:PropertyAndEquipmentTablesAbstract [Extension] )  
  Dec. 31, 2013
   
   
   
Schedule of property and equipment
    Dec 31,     June 30,  
    2013     2013  
             
Furniture and fixtures   $ 8,490     $ 8,490  
Office equipment     23,289       23,289  
Total      31,779       31,779  
   Less accumulated depreciation     (31,594)       (30,907)  
                 
    $ 185     $ 872  
( us-gaap:PropertyPlantAndEquipmentScheduleOfSignificantAcquisitionsAndDisposalsTextBlock )  
(End Disclosure - 4. Property and Equipment (Tables))
 
Disclosure - 14. Convertible Promissory Note Payable (Tables)
Disclosure - 14. Convertible Promissory Note Payable (Tables) (USD $) 6 Months Ended
( custom:ConvertiblePromissoryNotePayableTablesAbstract [Extension] )  
  Dec. 31, 2013
   
   
   
Schedule of convertible promisory note payable
   

Dec 31,

2013

   

June 30,

2013

 
             
10% Convertible Promissory Note Payable   $   703,015     $   328,015  
Less:                
   Beneficial Conversion Feature Discount     (50,518)       (69,642)  
   Warrant Discount     (477,854)       (91,809)  
                 
10% Convertible Promissory Note Payable - Net   $ 174,643     $ 166,564  
( custom:ScheduleOfConvertiblePromisoryNotePayable [Extension] )  
(End Disclosure - 14. Convertible Promissory Note Payable (Tables))
 
Disclosure - 4. Property and Equipment (Details)
Disclosure - 4. Property and Equipment (Details) (USD $)    
( custom:PropertyAndEquipmentDetailsAbstract [Extension] )    
  Dec. 31, 2013 Jun. 30, 2013
     
     
     
Furniture and fixtures 8,490 8,490
( us-gaap:FurnitureAndFixturesGross )    
Office equipment 23,289 23,289
( us-gaap:MachineryAndEquipmentGross )    
Subtotal 31,779 31,779
( us-gaap:PropertyPlantAndEquipmentGross )    
Less accumulated depreciation (31,594 ) (30,907 )
( us-gaap:AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment )    
Total 185 872
( us-gaap:PropertyPlantAndEquipmentNet )    
(End Disclosure - 4. Property and Equipment (Details))
 
Disclosure - 4. Property and Equipment (Details Narrative)
Disclosure - 4. Property and Equipment (Details Narrative) (USD $) 6 Months Ended
( custom:PropertyAndEquipmentDetailsNarrativeAbstract [Extension] )  
  Dec. 31, 2013 Dec. 31, 2012
     
     
     
Depreciation Expense 687 193
( us-gaap:Depreciation )    
(End Disclosure - 4. Property and Equipment (Details Narrative))
 
Disclosure - 14. Convertible Promissory Note Payable (Details)
Disclosure - 14. Convertible Promissory Note Payable (Details) (USD $)    
( custom:ConvertiblePromissoryNotePayableDetailsAbstract [Extension] )    
  Dec. 31, 2013 Jun. 30, 2013
     
     
     
10 % Convertible Promissory Note Payable 703,015 328,015
( custom:ConvertiblePromissoryNotePayable [Extension] )    
Less:    
( custom:Less [Extension] )    
Beneficial Conversion Feature Discount (50,518 ) (69,642 )
( custom:BeneficialConversionFeatureDiscount [Extension] )    
Warrant Discount (477,854 ) (91,809 )
( custom:WarrantDiscount [Extension] )    
10% Convertible Promissory Note Payable - Net 174,643 166,564
( custom:ConvertiblePromissoryNotePayableNet [Extension] )    
(End Disclosure - 14. Convertible Promissory Note Payable (Details))
Contexts
ID Period CIK Dimensions
From2013-07-01to2013-12-31 2013-07-01 - 2013-12-31 0001020477  
AsOf2013-06-30 2013-06-30 0001020477  
AsOf2013-12-31 2013-12-31 0001020477  
From2012-07-01to2012-12-31 2012-07-01 - 2012-12-31 0001020477  
AsOf2014-04-21 2014-04-21 0001020477  
From2013-10-01to2013-12-31 2013-10-01 - 2013-12-31 0001020477  
From2012-10-01to2012-12-31 2012-10-01 - 2012-12-31 0001020477  
AsOf2012-06-30 2012-06-30 0001020477  
AsOf2012-12-31 2012-12-31 0001020477  
(End Contexts)
 
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  9. The Big Easy Gaming Vessel  
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  16. Common Stock  
custom:ControllingInterestMember nonnum:domainItemType   Duration     Yes
     
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custom:DeferredCasinoDevelopmentCosts xbrli:monetaryItemType   Duration   Credit   Yes
     
custom:DeferredCasinoGroundLeaseRent xbrli:monetaryItemType   Duration   Credit   Yes
     
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custom:DiscountOn10ConvertiblePromissoryNotesPayable xbrli:monetaryItemType   Duration   Credit   Yes
     
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custom:DividendsPayable xbrli:monetaryItemType   Duration   Credit   Yes
     
custom:DocumentAndEntityInformationAbstract xbrli:stringItemType   Duration     Yes
     
custom:EdmontonProjectManagementAgreementTextBlock nonnum:textBlockItemType   Duration     Yes
  11. Edmonton Project Management Agreement  
custom:EmploymentAgreementTextBlock nonnum:textBlockItemType   Duration     Yes
     
custom:GulfportCasinoHotelProjectTextBlock nonnum:textBlockItemType   Duration     Yes
  7. Gulfport Casino Hotel Project  
custom:IncreaseInLoansPayableStockholders xbrli:monetaryItemType   Duration   Credit   Yes
     
custom:InvestmentInRbmsTextBlock nonnum:textBlockItemType   Duration     Yes
  8. Investment in RBMS  
custom:IssuanceOfCommonStockAsCollateralOnNotePayable xbrli:monetaryItemType   Duration   Credit   Yes
     
custom:IssuanceOfCommonStockAsInterest xbrli:monetaryItemType   Duration   Credit   Yes
     
custom:IssuanceOfCommonStockForCompensationLegalAndConsultingServices xbrli:monetaryItemType   Duration   Credit   Yes
     
custom:IssuanceOfCommonStockForLoanConsideration xbrli:monetaryItemType   Duration   Credit   Yes
     
custom:IssuanceOfCommonStockForRedemptionOfPreferredSeriesStockPlusInterestAndDividends xbrli:monetaryItemType   Duration   Credit   Yes
     
custom:IssuanceOfCommonStockInPaymentTowardAccountsPayable xbrli:monetaryItemType   Duration   Credit   Yes
     
custom:LandPurchaseDepositTextBlock nonnum:textBlockItemType   Duration     Yes
     
custom:LeaseTextBlock nonnum:textBlockItemType   Duration     Yes
  13. Lease  
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custom:LoanPayablestockholderTextBlock nonnum:textBlockItemType   Duration     Yes
  14. Loan Payable-Stockholder  
custom:MortgagePayableCurrent xbrli:monetaryItemType   Instant   Credit   Yes
     
custom:NetLoss xbrli:monetaryItemType   Duration   Credit   Yes
     
custom:NotesToFinancialStatementsAbstract xbrli:stringItemType   Duration     Yes
  Notes to Financial Statements  
custom:OfficersAndAffiliatesMember nonnum:domainItemType   Duration     Yes
     
custom:ProceedsFromConvertiblePromissoryNotePayable xbrli:monetaryItemType   Duration   Credit   Yes
     
custom:ProceedsFromNotePayable xbrli:monetaryItemType   Duration   Credit   Yes
     
custom:PropertyAndEquipmentDetailsAbstract xbrli:stringItemType   Duration     Yes
     
custom:PropertyAndEquipmentDetailsNarrativeAbstract xbrli:stringItemType   Duration     Yes
     
custom:PropertyAndEquipmentTablesAbstract xbrli:stringItemType   Duration     Yes
     
custom:RbmsManagementAgreementTextBlock nonnum:textBlockItemType   Duration     Yes
  6. RBMS Management Agreement  
custom:ScheduleOfConvertiblePromisoryNotePayable nonnum:textBlockItemType   Duration     Yes
     
custom:SeriesAWarrantsMember nonnum:domainItemType   Duration     Yes
     
custom:StockAsLoanCollateral xbrli:monetaryItemType   Instant   Debit   Yes
     
custom:StockForInterest xbrli:monetaryItemType   Duration   Debit   Yes
     
custom:StockSoldForCash xbrli:monetaryItemType   Duration   Credit   Yes
     
custom:StockbasedCompensation xbrli:monetaryItemType   Duration   Debit   Yes
     
custom:SummaryOfSignificantAccountingPoliciesPoliciesAbstract xbrli:stringItemType   Duration     Yes
     
custom:TenPerCentConvertiblePromissoryNotesPayable1Member nonnum:domainItemType   Duration     Yes
     
custom:TenPerCentConvertiblePromissoryNotesPayable2Member nonnum:domainItemType   Duration     Yes
     
custom:WarrantDiscount xbrli:monetaryItemType   Instant   Credit   Yes
     
dei:AmendmentFlag xbrli:booleanItemType   Duration      
  If the value is true, then the document is an amendment to previously-filed/accepted document.  
dei:CurrentFiscalYearEndDate xbrli:gMonthDayItemType   Duration      
  End date of current fiscal year in the format --MM-DD.  
dei:DocumentFiscalPeriodFocus dei:fiscalPeriodItemType   Duration      
  This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY.  
dei:DocumentFiscalYearFocus xbrli:gYearItemType   Duration      
  This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.  
dei:DocumentPeriodEndDate xbrli:dateItemType   Duration      
  The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD.  
dei:DocumentType dei:submissionTypeItemType   Duration      
  The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word "Other".  
dei:EntityCentralIndexKey dei:centralIndexKeyItemType   Duration      
  A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.  
dei:EntityCommonStockSharesOutstanding xbrli:sharesItemType   Instant      
  Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.  
dei:EntityCurrentReportingStatus dei:yesNoItemType   Duration      
  Indicate "Yes" or "No" whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.  
dei:EntityFilerCategory dei:filerCategoryItemType   Duration      
  Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) or (5) Smaller Reporting Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.  
dei:EntityPublicFloat xbrli:monetaryItemType   Instant   Credit    
  State aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to price at which the common equity was last sold, or average bid and asked price of such common equity, as of the last business day of registrant's most recently completed second fiscal quarter. The public float should be reported on the cover page of the registrants form 10K.  
dei:EntityRegistrantName xbrli:normalizedStringItemType   Duration      
  The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.  
dei:EntityVoluntaryFilers dei:yesNoItemType   Duration      
  Indicate "Yes" or "No" if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  
dei:EntityWellKnownSeasonedIssuer dei:yesNoItemType   Duration      
  Indicate "Yes" or "No" if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.  
us-gaap:AccountingPoliciesAbstract xbrli:stringItemType   Duration      
   
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  Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.  
us-gaap:AccruedSalariesCurrent xbrli:monetaryItemType   Instant   Credit    
  Carrying value as of the balance sheet date of the obligations incurred through that date and payable for employees' services provided. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).  
us-gaap:AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment xbrli:monetaryItemType   Instant   Credit    
  Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.  
us-gaap:AdditionalPaidInCapital xbrli:monetaryItemType   Instant   Credit    
  Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock.  
us-gaap:AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract xbrli:stringItemType   Duration      
   
us-gaap:Assets xbrli:monetaryItemType   Instant   Debit    
  Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.  
us-gaap:AssetsAbstract xbrli:stringItemType   Duration      
   
us-gaap:AssetsCurrent xbrli:monetaryItemType   Instant   Debit    
  Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.  
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  Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).  
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  The entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).  
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  Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.  
us-gaap:CashAndCashEquivalentsAtCarryingValue xbrli:monetaryItemType   Instant   Debit    
  Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.  
us-gaap:CashAndCashEquivalentsPeriodIncreaseDecrease xbrli:monetaryItemType   Duration   Debit    
  Amount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Includes effect from exchange rate changes.  
us-gaap:CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract xbrli:stringItemType   Duration      
   
us-gaap:CommitmentsAndContingencies xbrli:monetaryItemType   Instant   Credit    
  Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.  
us-gaap:CommitmentsAndContingenciesDisclosureTextBlock nonnum:textBlockItemType   Duration      
  The entire disclosure for commitments and contingencies.  
us-gaap:CommonStockParOrStatedValuePerShare num:perShareItemType   Instant      
  Face amount or stated value per share of common stock.  
us-gaap:CommonStockSharesAuthorized xbrli:sharesItemType   Instant      
  The maximum number of common shares permitted to be issued by an entity's charter and bylaws.  
us-gaap:CommonStockSharesIssued xbrli:sharesItemType   Instant      
  Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.  
us-gaap:CommonStockSharesOutstanding xbrli:sharesItemType   Instant      
  Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.  
us-gaap:CommonStockValue xbrli:monetaryItemType   Instant   Credit    
  Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.  
us-gaap:ConsolidationPolicyTextBlock nonnum:textBlockItemType   Duration      
  Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.  
us-gaap:ConvertibleDebtNoncurrent xbrli:monetaryItemType   Instant   Credit    
  Carrying amount of long-term convertible debt as of the balance sheet date, net of the amount due in the next twelve months or greater than the normal operating cycle, if longer. The debt is convertible into another form of financial instrument, typically the entity's common stock.  
us-gaap:DebtDisclosureTextBlock nonnum:textBlockItemType   Duration      
  The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.  
us-gaap:DeferredCosts xbrli:monetaryItemType   Instant   Debit    
  Sum of the carrying amounts of deferred costs that are expected to be recognized as a charge against earnings in periods after one year or beyond the normal operating cycle, if longer.  
us-gaap:DeferredCostsAndOtherAssets xbrli:monetaryItemType   Instant   Debit    
  Aggregate carrying amount of deferred costs and other assets not separately disclosed.  
us-gaap:DepositsAssetsNoncurrent xbrli:monetaryItemType   Instant   Debit    
  Carrying value of amounts transferred to third parties for security purposes that are expected to be returned or applied towards payment after one year or beyond the operating cycle, if longer.  
us-gaap:Depreciation xbrli:monetaryItemType   Duration   Debit    
  The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.  
us-gaap:DepreciationAndAmortization xbrli:monetaryItemType   Duration   Debit    
  The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production.  
us-gaap:DerivativeLiabilitiesNoncurrent xbrli:monetaryItemType   Instant   Credit    
  Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled after one year or the normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.  
us-gaap:DerivativesPolicyTextBlock nonnum:textBlockItemType   Duration      
  Disclosure of accounting policy for its derivative instruments and hedging activities.  
us-gaap:DueToRelatedPartiesCurrent xbrli:monetaryItemType   Instant   Credit    
  Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).  
us-gaap:EarningsPerShareBasicAndDiluted num:perShareItemType   Duration      
  The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.  
us-gaap:EarningsPerSharePolicyTextBlock nonnum:textBlockItemType   Duration      
  Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.  
us-gaap:FairValueOfFinancialInstrumentsPolicy nonnum:textBlockItemType   Duration      
  Disclosure of accounting policy for determining the fair value of financial instruments.  
us-gaap:FurnitureAndFixturesGross xbrli:monetaryItemType   Instant   Debit    
  Amount before accumulated depreciation of equipment commonly used in offices and stores that have no permanent connection to the structure of a building or utilities. Examples include, but are not limited to, desks, chairs, tables, and bookcases.  
us-gaap:GeneralAndAdministrativeExpense xbrli:monetaryItemType   Duration   Debit    
  The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.  
us-gaap:IncomeStatementAbstract xbrli:stringItemType   Duration      
   
us-gaap:IncomeTaxDisclosureAbstract xbrli:stringItemType   Duration      
   
us-gaap:IncomeTaxDisclosureTextBlock nonnum:textBlockItemType   Duration      
  The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.  
us-gaap:IncreaseDecreaseInAccountsPayableAndAccruedLiabilities xbrli:monetaryItemType   Duration   Debit    
  The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.  
us-gaap:IncreaseDecreaseInNotesReceivableCurrent xbrli:monetaryItemType   Duration   Credit    
  The increase (decrease) during the reporting period of amounts due within one year (or one business cycle) from note holders for outstanding loans.  
us-gaap:IncreaseDecreaseInOperatingCapitalAbstract xbrli:stringItemType   Duration      
   
us-gaap:IncreaseDecreaseInPrepaidExpense xbrli:monetaryItemType   Duration   Credit    
  The increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods.  
us-gaap:InterestExpenseOther xbrli:monetaryItemType   Duration   Debit    
  Interest expense on all other items not previously classified. For example, includes dividends associated with redeemable preferred stock of a subsidiary that is treated as a liability in the parent's consolidated balance sheet.  
us-gaap:InterestPayableCurrent xbrli:monetaryItemType   Instant   Credit    
  Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).  
us-gaap:LeasePolicyTextBlock nonnum:textBlockItemType   Duration      
  Disclosure of accounting policy for leasing arrangements (both lessor and lessee). This disclosure may address (1) lease classification (that is, operating versus capital), (2) how the term of a lease is determined (for example, the circumstances in which a renewal option is considered part of the lease term), (3) how rental revenue or expense is recognized for a lease that contains rent escalations, (4) an entity's accounting treatment for deferred rent, including that which arises from lease incentives, rent abatements, rent holidays, or tenant allowances (5) an entity's accounting treatment for contingent rental payments and (6) an entity's policy for reviewing, at least annually, the residual values of sales-type and direct-finance leases. The disclosure also may indicate how the entity accounts for its capital leases, leveraged leases or sale-leaseback transactions.  
us-gaap:Liabilities xbrli:monetaryItemType   Instant   Credit    
  Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.  
us-gaap:LiabilitiesAndStockholdersEquity xbrli:monetaryItemType   Instant   Credit    
  Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.  
us-gaap:LiabilitiesAndStockholdersEquityAbstract xbrli:stringItemType   Duration      
   
us-gaap:LiabilitiesCurrent xbrli:monetaryItemType   Instant   Credit    
  Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.  
us-gaap:LiquidityDisclosureTextBlock nonnum:textBlockItemType   Duration      
  Disclosure of accounting policy for reporting when there is a substantial doubt about an entity's ability to continue as a going concern for a reasonable period of time (generally a year from the balance sheet date). Disclose: (a) pertinent conditions and events giving rise to the assessment of substantial doubt about the entity's ability to continue as a going concern for a reasonable period of time, (b) the possible effects of such conditions and events, (c) management's evaluation of the significance of those conditions and events and any mitigating factors, (d) possible discontinuance of operations, (e) management's plans (including relevant prospective financial information), and (f) information about the recoverability or classification of recorded asset amounts or the amounts or classification of liabilities. If management's plans alleviate the substantial doubt about the entity's ability to continue as a going concern, disclosure of the principal conditions and events that initially raised the substa  
us-gaap:LongTermDebtCurrent xbrli:monetaryItemType   Instant   Credit    
  Amount of long-term debt, after unamortized discount or premium, scheduled to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.  
us-gaap:MachineryAndEquipmentGross xbrli:monetaryItemType   Instant   Debit    
  Amount before accumulated depreciation of tangible personal property used to produce goods and services, including, but is not limited to, tools, dies and molds, computer and office equipment.  
us-gaap:MinorityInterest xbrli:monetaryItemType   Instant   Credit    
  Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which is directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent (that is, noncontrolling interest, previously referred to as minority interest).  
us-gaap:NetCashProvidedByUsedInFinancingActivities xbrli:monetaryItemType   Duration   Debit    
  Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.  
us-gaap:NetCashProvidedByUsedInFinancingActivitiesAbstract xbrli:stringItemType   Duration      
   
us-gaap:NetCashProvidedByUsedInInvestingActivities xbrli:monetaryItemType   Duration   Debit    
  Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.  
us-gaap:NetCashProvidedByUsedInInvestingActivitiesAbstract xbrli:stringItemType   Duration      
   
us-gaap:NetCashProvidedByUsedInOperatingActivities xbrli:monetaryItemType   Duration      
  Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.  
us-gaap:NetCashProvidedByUsedInOperatingActivitiesAbstract xbrli:stringItemType   Duration      
   
us-gaap:NetIncomeLoss xbrli:monetaryItemType   Duration   Credit    
  The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.  
us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic xbrli:monetaryItemType   Duration   Credit    
  Net income after adjustments for dividends on preferred stock (declared in the period) and/or cumulative preferred stock (accumulated for the period).  
us-gaap:NewAccountingPronouncementsPolicyPolicyTextBlock nonnum:textBlockItemType   Duration      
  Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.  
us-gaap:NotesPayableCurrent xbrli:monetaryItemType   Instant   Credit    
  Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer.  
us-gaap:NotesReceivableGross xbrli:monetaryItemType   Instant   Debit    
  Amount representing an agreement for an unconditional promise by the maker to pay the entity (holder) a definite sum of money at a future date. Such amount may include accrued interest receivable in accordance with the terms of the note. The note also may contain provisions and related items including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among a myriad of other features and characteristics. Excludes amounts related to receivables held-for-sale.  
us-gaap:OperatingCostsAndExpensesAbstract xbrli:stringItemType   Duration      
   
us-gaap:OperatingExpenses xbrli:monetaryItemType   Duration   Debit    
  Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.  
us-gaap:PaymentsForDepositsOnRealEstateAcquisitions xbrli:monetaryItemType   Duration   Credit    
  Cash outflow related to amounts given in advance to show or confirm an intention to complete an acquisition of land, buildings, other structures, or any item classified as real estate.  
us-gaap:PreferredStockParOrStatedValuePerShare num:perShareItemType   Instant      
  Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.  
us-gaap:PreferredStockSharesAuthorized xbrli:sharesItemType   Instant      
  The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.  
us-gaap:PreferredStockSharesIssued xbrli:sharesItemType   Instant      
  Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.  
us-gaap:PreferredStockSharesOutstanding xbrli:sharesItemType   Instant      
  Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.  
us-gaap:PreferredStockValue xbrli:monetaryItemType   Instant   Credit    
  Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.  
us-gaap:PrepaidExpenseCurrent xbrli:monetaryItemType   Instant   Debit    
  Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.  
us-gaap:PriorPeriodReclassificationAdjustmentDescription nonnum:textBlockItemType   Duration      
  Disclosure of accounting policy for reclassifications that affects the comparability of the financial statements.  
us-gaap:ProfitLoss xbrli:monetaryItemType   Duration   Credit    
  The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.  
us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock nonnum:textBlockItemType   Duration      
  The entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.  
us-gaap:PropertyPlantAndEquipmentGross xbrli:monetaryItemType   Instant   Debit    
  Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.  
us-gaap:PropertyPlantAndEquipmentNet xbrli:monetaryItemType   Instant   Debit    
  Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.  
us-gaap:PropertyPlantAndEquipmentPolicyTextBlock nonnum:textBlockItemType   Duration      
  Disclosure of accounting policy for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, basis of assets, depreciation and depletion methods used, including composite deprecation, estimated useful lives, capitalization policy, accounting treatment for costs incurred for repairs and maintenance, capitalized interest and the method it is calculated, disposals and impairments.  
us-gaap:PropertyPlantAndEquipmentScheduleOfSignificantAcquisitionsAndDisposalsTextBlock nonnum:textBlockItemType   Duration      
  Tabular disclosure of all information related to any significant acquisition and disposal. Disclosure may include methodology and assumptions, type of asset, asset classification, useful life, useful purpose, acquisition cost, method of acquisition or disposal, depreciation method, gain (loss) on disposal pretax and net of tax, date of acquisition or disposal and restrictions on amount of proceeds from donated assets.  
us-gaap:RepaymentsOfDebt xbrli:monetaryItemType   Duration   Credit    
  The cash outflow during the period from the repayment of aggregate short-term and long-term debt. Excludes payment of capital lease obligations.  
us-gaap:RetainedEarningsAccumulatedDeficit xbrli:monetaryItemType   Instant   Credit    
  The cumulative amount of the reporting entity's undistributed earnings or deficit.  
us-gaap:RevenueRecognitionPolicyTextBlock nonnum:textBlockItemType   Duration      
  Disclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction.  
us-gaap:Revenues xbrli:monetaryItemType   Duration   Credit    
  Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).  
us-gaap:SalariesAndWages xbrli:monetaryItemType   Duration   Debit    
  Expenditures for salaries other than officers. Does not include allocated share-based compensation, pension and post-retirement benefit expense or other labor-related non-salary expense. For commercial and industrial companies, excludes any direct and overhead labor that is included in cost of goods sold.  
us-gaap:SecurityDeposit xbrli:monetaryItemType   Instant   Debit    
  The amount of an asset, typically cash, provided to a counterparty to provide certain assurance of performance by the entity pursuant to the terms of a written or oral agreement, such as a lease.  
us-gaap:ShareBasedCompensation xbrli:monetaryItemType   Duration   Debit    
  The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method.  
us-gaap:ShareBasedCompensationOptionAndIncentivePlansPolicy nonnum:textBlockItemType   Duration      
  Disclosure of accounting policy for stock option and stock incentive plans. This disclosure may include (1) the types of stock option or incentive plans sponsored by the entity (2) the groups that participate in (or are covered by) each plan (3) significant plan provisions and (4) how stock compensation is measured, and the methodologies and significant assumptions used to determine that measurement.  
us-gaap:StatementOfCashFlowsAbstract xbrli:stringItemType   Duration      
   
us-gaap:StatementOfFinancialPositionAbstract xbrli:stringItemType   Duration      
   
us-gaap:StockholdersEquity xbrli:monetaryItemType   Instant   Credit    
  Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.  
us-gaap:StockholdersEquityAbstract xbrli:stringItemType   Duration      
   
us-gaap:SubsequentEventsTextBlock nonnum:textBlockItemType   Duration      
  The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.  
us-gaap:UseOfEstimates nonnum:textBlockItemType   Duration      
  Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.  
us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted xbrli:sharesItemType   Duration      
  Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS).  
Total Elements   176
Total Non-Abstract Elements   153
Total Extension Elements   63
Percent Extended   35%
Percent Extended (excluding abstracts)   35%
Total Facts   274
(End Elements)