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Document and Entity Information

v2.4.0.8
Document and Entity Information
9 Months Ended
Mar. 31, 2015
Jun. 08, 2015
Document And Entity Information    
Entity Registrant Name Rotate Black, Inc.  
Entity Central Index Key 0001020477  
Document Type 10-Q  
Document Period End Date Mar. 31, 2015  
Amendment Flag false  
Current Fiscal Year End Date --06-30  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock Shares Outstanding   6,118,698
Trading Symbol ROBK  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2015  

Condensed Consolidated Balance Sheets

v2.4.0.8
Condensed Consolidated Balance Sheets (USD $)
Mar. 31, 2015
Jun. 30, 2014
Current Assets    
Cash $ 578   
Prepaid expenses 2,892 8,616
Total current assets 3,470 8,616
Deferred development costs - Gulfport Project 3,481,217 3,459,212
Land purchase deposit 109,422 109,422
Deferred casino ground lease rent 3,929,063 3,165,468
Deferred development costs - SlotOne - Project 20,000 12,500
Security deposit 3,600 3,600
TOTAL ASSETS 7,546,772 6,758,818
Current liabilities    
Accounts payable and accrued expenses 4,710,611 4,563,200
Accrued salaries 2,186,354 1,781,636
Accrued ground lease rent 3,929,063 3,165,468
Note payable 121,000 121,000
Loans payable - stockholders 192,806 241,943
Mortgage payable - Big Easy vessel 2,975,000 2,975,000
Note payable - Big Easy vessel 600,000 600,000
Accrued interest on mortgage and note payable 5,603,277 4,299,415
Total current liabilities 20,318,111 17,747,662
Convertible promissory notes payable 1,130,190 779,890
Discount on convertible notes payable (420,186) (512,351)
Beneficial conversion feature 408,459 42,738
Warrant liability 517,791 144,387
TOTAL LIABILITIES 21,954,365 18,202,326
STOCKHOLDERS' (DEFICIT) EQUITY    
Common stock, $0.01 par value, 75,000,000 shares authorized; 6,117,698 and 5,316,684 shares issued and outstanding as of March 31, 2015 and June 30, 2014, respectively 61,177 53,167
Class B Preferred Stock Units, $0.001 par value, 84,563 and 68,488 Units authorized, issued and outstanding as of March 31, 2015 and June 30, 2014, respectively 2,635,750 2,475,000
Additional paid-in-capital 23,905,642 23,458,739
Accumulated deficit (36,845,621) (33,930,034)
Noncontrolling Interest (4,164,541) (3,500,380)
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY (14,407,593) (11,443,508)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY $ 7,546,772 $ 6,758,818

Condensed Consolidated Balance Sheets (Parenthetical)

v2.4.0.8
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
Mar. 31, 2015
Jun. 30, 2014
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 75,000,000 75,000,000
Common stock, shares issued 6,114,698 5,316,684
Common stock, shares outstanding 6,114,698 5,316,684
Class B Preferred stock, par value $ 0.001 $ 0.001
Class B Preferred stock, shares authorized 84,563 68,488
Class B Preferred stock, shares issued 84,563 68,488
Class B Preferred stock, shares outstanding 84,563 68,488

Condensed Consolidated Statement of Operations (Unaudited)

v2.4.0.8
Condensed Consolidated Statement of Operations (Unaudited) (USD $)
3 Months Ended 9 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Mar. 31, 2015
Mar. 31, 2014
Income Statement [Abstract]        
Revenue            
Operating expenses        
Accrued salary expense 153,467 165,606 446,803 456,516
Stock based compensation 1,140 26,000 515,841 303,734
General and administrative expenses 194,774 247,504 380,871 383,941
Change in fair value of conversion feature 520,041 (1,751,149) 475,189 (1,074,217)
Amortization of beneficial conversion feature and discount 135,576 232,047 356,101 1,167,581
Interest expense 515,403 407,119 1,404,943 1,130,529
Total expenses (income) 1,520,401 (672,873) 3,579,748 2,368,084
Net (Loss) / income (1,520,401) 672,873 (3,579,748) (2,368,084)
Net Loss / (income) Attributable to Noncontrolling Interest 216,817 (229,082) 664,161 532,950
Net (Loss) / income Attributable to Stockholders $ (1,303,584) $ 443,791 $ (2,915,587) $ (1,835,134)
Net income (loss) per common share:        
Basic $ (0.25) $ 0.14 $ (0.63) $ (0.50)
Diluted $ (0.25) $ 0.12 $ (0.63) $ (0.50)
Number of common shares used to compute net income (loss) per common share:        
Basic 6,115,698 4,861,430 5,657,258 4,709,887
Diluted 6,115,698 5,522,350 5,657,258 4,709,887

Condensed Consolidated Statement of Cash Flows (Unaudited)

v2.4.0.8
Condensed Consolidated Statement of Cash Flows (Unaudited) (USD $)
9 Months Ended
Mar. 31, 2015
Mar. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (3,579,748) $ (2,368,084)
Adjustments to reconcile net loss to cash provided by operating activities:    
Stock-based compensation 515,841 303,734
Cashless Exercise of RBMS warrant 160,750   
Stock issued for notes payable incentive consideration 19,891   
Stock for interest 10,822 53,200
Depreciation and amortization    853
Amortization and changes in beneficial conversion feature and warrant liability 739,125 430,630
Changes in assets and liabilities:    
Prepaid expenses 5,724 (1,868)
Accounts payable and accrued expenses 1,315,724 1,242,058
Accrued interest on mortgage and notes payable 1,303,862 1,061,175
Net cash provided by operating activities 311,350 721,698
CASH FLOWS FROM INVESTING ACTIVITIES    
Deferred development costs - Gulfport Project (22,005) (13,634)
Deferred casino ground lease rent (763,595) (889,477)
Deferred development costs - SlotOne Project (7,500) (2,500)
Net cash used in investing activities (793,100) (905,611)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from convertible promissory notes payable 504,300 535,000
Payment of notes payable (65,000)   
Discount on convertible promissory notes payable 92,165 (337,265)
Increase (decrease) in loans payable - stockholders (49,137) (13,868)
Net cash provided by financing activities 482,328 183,867
Net increase (decrease) in cash 578 (46)
Cash, beginning of period    46
Cash, end of period 578   
Noncash Transactions:    
Issuance of common stock for compensation, legal and consulting services 495,950 181,067
Issuance of common stock in payment of notes payable 89,000 150,000
Issuance of common stock for note payable incentive consideration 19,891 136,667
Issuance of common stock as interest $ 10,822 $ 53,200

Organization and Operations

v2.4.0.8
Organization and Operations
9 Months Ended
Mar. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Operations

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.

 

Gulfport Project

 

The Company’s primary focus will be the management of a casino resort in Gulfport, Mississippi (“the Gulfport Project”) under the Gulfport Project Management Agreement with the Company’s affiliate, Rotate Black MS, LLC (RBMS), a Mississippi limited liability company. (Note 5)

 

Other Projects

 

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 an exclusive license agreement with Global Gaming Group, Inc. for the use if its slot games and gaming content. Currently the Company is assimilating these games and its infrastructure into a new Class II gaming platform. Initial testing of the Company’s new state of the art equipment is contemplated in the fall of 2015.

Summary of Significant Accounting Policies

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Summary of Significant Accounting Policies
9 Months Ended
Mar. 31, 2015
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

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, 2014. 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, its subsidiary RB OK, LLC and its affiliate, RBMS (Note 6).

 

On February 28, 2015, our board of directors approved, and submitted a proposal to our stockholders for approval of a 1 for 10 reverse split of our common stock (the “Reverse Stock Split”) The Reverse Stock Split was intended to increase the market price of our common stock to make our common stock more attractive to a broader range of institutional and other investors. We filed a Certificate of Change with the Secretary of State of the State of Nevada to affect the Reverse Stock Split on March 12, 2015. Upon the effectiveness of the Reverse Stock Split, every ten shares of issued and outstanding common stock of the Company were automatically combined into one share of common stock with any fractional shares rounded up to the next whole share and the par value of the common stock increased from $0.001 to $0.01, per share. The Reverse Stock Split reduced the number of outstanding shares of the Company’s common stock from approximately 55.0 million shares to approximately 5.5 million shares. The authorized shares of the Company’s common stock remain at 75,000,000.

 

Unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying consolidated financial statements have, where applicable, been adjusted retroactively to reflect the Reverse Stock Split.

 

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 accounted for its investment in RBMS on the equity method (Note 6).

 

All significant intercompany accounts and transactions have been eliminated.

 

Reclassifications

 

Certain amounts for the current year have been revised or reclassified to conform to 2015 financial statement presentation.

 

Estimates

 

The preparation of consolidated 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 consolidated 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 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 Option Pricing 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 over 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. For the three and nine months ended March 31, 2015, the Company had no revenue.

 

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. There were 660,920 common stock equivalents outstanding as of March 31, 2014 included to determine diluted EPS. As of March 31, 2015, the common stock equivalents 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 August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) The guidance in ASU 2014-15 sets forth management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing interim and annual financial statements, management should evaluate whether conditions or events, in aggregate, raise substantial doubt about an entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, and, if applicable, whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The Company does not expect the adoption to have a material impact on the Company’s consolidated financial statements.

 

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.

Going Concern

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Going Concern
9 Months Ended
Mar. 31, 2015
Going Concern  
Going Concern

3. GOING CONCERN

 

The consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of $41,010,162 and negative working capital of $20,314,641 as of March 31, 2015, 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 consolidated 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.

RBMS Management Agreement

v2.4.0.8
RBMS Management Agreement
9 Months Ended
Mar. 31, 2015
Rbms Management Agreement  
RBMS Management Agreement

4. 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 will be 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 March 31, 2015, and June 30, 2014, 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.

Gulfport Casino Hotel Project (Hemingway Resort and Casino)

v2.4.0.8
Gulfport Casino Hotel Project (Hemingway Resort and Casino)
9 Months Ended
Mar. 31, 2015
Property, Plant and Equipment [Abstract]  
Gulfport Casino Hotel Project (Hemingway Resort and Casino)

5. GULFPORT CASINO HOTEL PROJECT (HEMINGWAY RESORT AND CASINO)

 

Pursuant to the new regulatory requirements imposed by the Mississippi Gaming Commission, the Company amended its project plans to a 250,000 square-foot land-based casino featuring gaming, restaurants, bars, and support space, as well as an adjacent 300-room four-star hotel. Subject to obtaining the necessary financing (Note 15), the Company expects the completion and grand opening of the Project in fall 2016. When completed, the $170 million project will feature:

 

  ●  Casino – approximately 53,000 square feet of gaming space, including 1,388 slot machines, 33 table games, including blackjack, craps, roulette, and pai-gow;
     
  Hotel – a 300-room four star hotel including 40 suites and 260 traditional rooms;
     
  Food and Beverage – 3 distinctive and diverse dining options, including a 120-seat steakhouse, a 240-seat buffet, and a casual dining café;
     
  Bars – 3 bars, including a Hemingway Bar featuring views of the marina and outdoor seating; and
     
  Parking – a parking garage and lot that can accommodate approximately 1,200 vehicles.

 

On November 12, 2014, the Company entered into an exclusive engagement agreement with a financial advisor for the seeking, arranging, negotiating and general advising of the Company with respect to the placement, in one or a series of transactions, of debt and/or equity securities for the purpose of funding the development of the Hemingway Resort and Casino. Consideration for the services under this agreement include a contingent placement fee equal to 3% of the principal amount of any first lien debt and 6% of any subordinated debt or equity like portion.

 

The financing of this $170 million project is contemplated to include:

 

  $115,000,000 of Senior Secured Notes
     
  $25,000,000 of Vendor Finance
     
  $25,000,000 of New Rotate Black, Inc. Equity
     
  $5,000,000 Equity invested to Date

 

Rotate Black, Inc.’s equity investment is contemplated to come from the sale of $25.8 Million of Rotate Black, Inc. Senior Notes. (Note 15)

Investment in RBMS

v2.4.0.8
Investment in RBMS
9 Months Ended
Mar. 31, 2015
Equity Method Investments and Joint Ventures [Abstract]  
Investment in RBMS

6. INVESTMENT IN RBMS

 

Upon formation of RBMS and the commencement of the management agreement, the Company, Rotate Black, LLC (’‘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 was expected to be diluted by future financing of RBMS.

 

Commencing June 30, 2012, and through March 31, 2015, 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.

 

Ground Lease

 

RBMS has entered into one of two necessary ground leases with regard to the Gulfport Casino Hotel site. It is currently a party to a ninety-nine (99) year ground lease (the “Private Lease”) for approximately five (5) acres of land in Gulfport located in the Bert Jones Yacht Basin. RBMS anticipates entering into a fifty-nine (59) year ground lease with the Gulfport Redevelopment Commission for approximately four and one-half (4.5) acres of adjacent and contiguous land (the “GRC Lease”). The GRC Lease will allow RBMS to control more than the minimum seven (7) acres of contiguous land required to have a gaming eligible site in Gulfport, Mississippi.

 

  Private Lease – The Private Lease provides that the Company will pay a percentage rent with a minimum rent guarantee. The percentage rent is equal to four percent (4%) of the gross gaming revenues (as defined in the Private Lease). The minimum rent guarantee is $110,000 per month with an annual consumer price index adjustment of the minimum rent on the annual anniversary of the Private Lease.
     
  GRC Lease – The current proposed terms for the GRC Lease call for the Company to pay an initial base rent of $50,000 to the GRC upon commencement of construction of the initial gaming operations. After commencement of the gaming operations, it is anticipated that the rent payable to the GRC will be a percentage rent with a minimum rent guarantee. The rent is anticipated to be equal to one percent (1%) of the gross gaming revenues, and the current proposed minimum rent guarantee will be $600,000 per annum. There can be no assurance that the GRC will grant a lease to RBMS or on these terms.

The Big Easy Gaming Vessel

v2.4.0.8
The Big Easy Gaming Vessel
9 Months Ended
Mar. 31, 2015
Big Easy Gaming Vessel  
The Big Easy Gaming Vessel

7. 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. 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. 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 March 31, 2015 and June 30, 2014.

 

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 newly authorized Series B Subordinated Participating Preferred Stock in Rotate Black. 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.

Land Purchase Deposit

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Land Purchase Deposit
9 Months Ended
Mar. 31, 2015
Land Purchase Deposit  
Land Purchase Deposit

8. 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 140,983 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 63,074 shares of common stock and Rotate Black, LLC transferred, on behalf of the Company, 77,909 shares of the Company’s common stock to the seller, both being held in escrow, as a deposit under the agreement for the first right to purchase the real property. The shares were valued at $7,049,142, $50.00, per share. In October 2009, the Company issued 77,909 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 7,000 (valued at $350,000, $50.00, per share), 20,861 (valued at $521,532, $25.00, per share) and 50,000 (valued at $550,000 $11.00, 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 218,844 shares of the common stock of the Company provided as a deposit on the land is in excess of its fair value and, therefore, recorded a loss on impairment of the land purchase deposit of $8,361,252 as of June 30, 2014.

Loans Payable - Stockholders

v2.4.0.8
Loans Payable - Stockholders
9 Months Ended
Mar. 31, 2015
Debt Disclosure [Abstract]  
Loans Payable - Stockholders

9. LOANS PAYABLE – STOCKHOLDERS

 

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

Employment Agreement

v2.4.0.8
Employment Agreement
9 Months Ended
Mar. 31, 2015
Compensation Related Costs [Abstract]  
Employment Agreement

10. 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, which has been extended on a month-to-month basis. Compensation for the officer is 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 1,000 additional shares of the Company’s common stock for each month of service provided, issued quarterly.

Convertible and Promissory Notes

v2.4.0.8
Convertible and Promissory Notes
9 Months Ended
Mar. 31, 2015
Debt Disclosure [Abstract]  
Convertible and Promissory Notes

11. CONVERTIBLE AND PROMISSORY NOTES

 

On each of July 1, 2014, and on August 28, 2014, the Company sold $32,500, of nine month 8% convertible promissory notes. The notes can be converted at the variable conversion price, as defined, beginning on the date that is 180 days following the date of the note and thereafter at any time until the note is fully paid. If at any time when the notes are issued and outstanding, the Company issues or sells shares of common stock for no consideration or for a consideration per share less than the conversion price, as defined, in effect on the date of the issuance, then the conversion price will be reduced to that amount.

 

In December 2014 and February 2015, these notes were repaid.

 

On October 7, 2014, the Company sold $6,000, of the two-year 10% convertible promissory notes. Warrants to purchase an aggregate of 6,000 shares of the Company’s common stock were issued in conjunction with this financing. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.

 

On October 17, 2014, the Company sold $7,800, of the two-year 10% convertible promissory notes. Warrants to purchase an aggregate of 8,667 shares of the Company’s common stock were issued in conjunction with these financings. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.

 

On December 2, 2014, the Company sold $300,000, of the two-year 10% convertible promissory notes. Warrants to purchase an aggregate of 330,000 shares of the Company’s common stock were issued in conjunction with these financings. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.

 

On January 3, 2015, the Company sold a $15,000, two-year, 10% convertible promissory note. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.

 

On March 1, 2015, the Company sold an aggregate of $50,000, two-year, 10% convertible promissory notes. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.

 

On March 19, 2015, the Company sold an aggregate of $60,500, two-year, 10% convertible promissory notes. Warrants to purchase an aggregate of 33,889 shares of the Company’s common stock were issued in conjunction with these financings. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.

 

From May 1, 2012 and continuing through March 31, 2015, the Company issued an aggregate of $1,439,190 in two-year, 10% convertible promissory notes and $65,000 in 8% convertible promissory notes. The notes are convertible into the Company’s common stock as defined at $0.90 a share. There is a total of $1,130,190 in convertible notes outstanding as of March 31, 2015.

 

In December 2014 the Company changed the exchange price on the convertible promissory notes and warrant to $0.90 (in effect with the reverse stock split).

 

The convertible note holders were also issued a five year common stock purchase warrant for the purchase of up to 856,004 shares of the Company’s common stock, at a price per share of $0.90, 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 notes 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. For the nine months ended March 31, 2015 and 2014, the Company recorded a (gain)/expense on the change in fair market value of $475,189 and ($1,074,217), respectively.

 

The Company calculates the value of the conversion features using the Black Scholes Option Pricing Model, and has reflected this as a discount against the convertible promissory note, amortizable as interest expense over two years.

 

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 financings, therefore the warrant issuance was deemed a liability for financial reporting purposes under the accounting guidance.

 

The warrants were valued using the Black-Scholes Option Pricing Model with the stock price on day of grant, the risk free interest rate and the expected volatility. This value has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years.

  

As of March 31, 2015 and June 30, 2014, the Convertible Promissory Notes Payable were as follows:

 

    March 31, 2015     June 30, 2014  
             
10% Convertible Promissory Note Payable   $ 1,065,190     $ 779,890  
8% Convertible Promissory Note Payable   $ 65,000     $ -  
Less:                
Beneficial Conversion Feature Discount   $ (85,044 )   $ (50,630 )
Warrant Discount   $ (335,142 )   $ (461,721 )
                 
Convertible Promissory Note Payable - Net   $ 710,004     $ 267,539  

 

For the nine months ended March 31, 2015 and 2014 respectively, the Company recorded $356,101 and $1,167,581 as amortization of the beneficial conversion feature and discount.

 

On September 6, 2012, the Company received $65,000 in loan proceeds. A promissory note was issued in the amount of $121,000, which includes interest payments of $56,000. In addition, 18,500 shares of common stock were issued as additional interest. Pursuant to the terms of the note, if the promissory note was 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 the date of the accompanying consolidated financial statements, no payments have been made on the promissory note.

Common and Preferred Stock

v2.4.0.8
Common and Preferred Stock
9 Months Ended
Mar. 31, 2015
Equity [Abstract]  
Common and Preferred Stock

12. COMMON AND PREFERRED STOCK

 

In July, August and September 2014, the Company issued an aggregate of 3,000 shares of common stock, at $0.50, per share, as officer compensation valued at $1,500.

 

On August 3, 2014, the Company issued 99,457 shares of common stock for the conversion of a 10% Convertible Promissory Note, plus accrued interest and additional interest as an incentive consideration, valued at $89,511.

 

In October, November and December 2014, the Company issued an aggregate of 3,000 shares of common stock, at $0.50, per share, as officer compensation valued at $1,500.

 

On October 1, 2014, the Company issued 44,000 shares of common stock for consulting services valued at $22,000.

 

On October 22, 2014, the Company issued 33,557 shares of common stock for the conversion of a 10% Convertible Promissory Note and accrued interest valued at $30,202.

 

On December 30, 2014, the Company issued 15,000 shares of common stock for consulting services valued at $7,500.

 

On December 30, 2014, the Company issued an aggregate of 600,000 shares of common stock for compensation to two officers of the Company valued at $300,000.

 

In January, February and March 2015 the Company issued an aggregate of 3,000 shares of common stock for compensation to an officer of the Company valued at $1,500.

 

As of June 30, 2014:

 

The Company issued 20,000 shares of common stock for legal services valued at $1.00 per share.

 

The Company issued an aggregate of 222,000 shares of common stock as officer compensation valued at $144,000.

 

The Company issued an aggregate of 294,939 shares of common stock for were issued for the conversion of 10% Convertible Promissory Notes and accrued interest valued at $294,921.

 

The Company issued an aggregate of 68,333 shares of common stock in consideration of notes payable valued at $136,667.

 

The Company issued 32,500 shares of common stock as additional consideration to note holders.

 

The Company issued an aggregate of 94,533 shares of common stock for consulting services valued at an aggregate of $179,067.

 

The Company issued 10,000 shares of common stock for interest valued at $20,000.

 

The Company issued 4,485 shares of common stock for the exercise of cashless warrants.

 

RBMS Equity

 

RBMS equity consists of 84,563 Series B Common Units and 8,861 warrants to purchase B Common 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. Pursuant to these transactions Series A Preferred Unit holders converted into Common B Units. In August 2014, certain stockholders of RBMS exercised a warrant for a cashless exercise of 16,075 Series B Common Units valued at $160,750.

 

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 March 31, 2015 and June 30, 2014 no options were granted under the Plan.

 

Preferred Stock

 

The Company has 5,000,000 shares of Preferred Stock authorized, which has no designation.

 

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 95,000 warrants to purchase common stock for an aggregate of $190,000. Each warrant is exercisable at $4.00, per share, for five years. As of March 31, 2015 and June 30, 2014, none of the warrants have been exercised.

 

The fair value of the 95,000 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, $1.90, 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 fees, have been converted to an aggregate of 403,039 shares of the Company’s common stock.

 

Warrants

 

As of March 31, 2015, the Company has the following warrants outstanding.

 

    Warrants Issued     Exercise Price     Term  
Series A warrants     95,000     $ 0.90       5 years  
10% Convertible Promissory Notes Payable     889,893     $ 0.90       5 years  
Officers and Affiliates     128,000     $ 0.90       5 years  
Investment Banker Fees     17,730     $ 0.90       5 years  
Total     1,130,623                  

Commitments and Contingencies

v2.4.0.8
Commitments and Contingencies
9 Months Ended
Mar. 31, 2015
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

13. COMMITMENTS AND CONTINGENCIES

 

The Company has guaranteed certain notes payable of RBL in the amount to $250,000. (Note 7)

 

On February 19, 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”). On November 6, 2014, the Company terminated this agreement and agreed to a success-based fee of up to $250,000 contingent upon the close of the Gulfport transaction.

 

On November 12, 2014, the Company agreed to engage an exclusive financial advisor and 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 term of twelve months and the scope of the engagement agreement calls for a nonrefundable transaction fee, as defined, equal to the sum of (i) 3.00% 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) 6.00% 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 $1,500,000 provided that the project is financed or the Company enters into an agreement whereby there is change of control.

 

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. 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 the Nevada Supreme Court would hear its appeals to the default judgment. On September 14, 2014 the Supreme Court upheld the default, but overturned the default judgment and remanded the case back down to the District Court. The Company will continue to 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. As of March 31, 2015 and June 30, 2014, the Company has an accrued liability of $150,000 against the claim.

Income Taxes

v2.4.0.8
Income Taxes
9 Months Ended
Mar. 31, 2015
Income Tax Disclosure [Abstract]  
Income Taxes

14. INCOME TAXES

 

The Company and its subsidiaries file separate tax returns. As of March 31, 2015 and June 30, 2014, management has evaluated and concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements.

Subsequent Events

v2.4.0.8
Subsequent Events
9 Months Ended
Mar. 31, 2015
Subsequent Events [Abstract]  
Subsequent Events

15. SUBSEQUENT EVENTS

 

Common Stock

 

In April 2015 the Company issued 1,000 shares of common stock for compensation to an officer of the Company.

 

Convertible Notes and Warrants

 

On May 22, 2015, the Company agreed to sell up to $300,000, two-year, 10% convertible promissory notes. The note can be converted at a price of $0.90 a share from the closing date and thereafter at any time until the note is fully paid.

 

Forbearance and Discounted Payoff Agreement

 

Effective May 15, 2015 the company entered into Forbearance and Discounted Payoff Agreement (“Agreement”) with regard to the Big Easy Gaming Vessel Loans (Note 7) dated June 11, 2010 for $2,975,000 and $600,000. As of April 30, 2015, the aggregate indebtedness of the loans was determined to be $7,386,005. The Agreement provides for a discounted repayment for the total sums of the two loans as $1,250,000 in cash and 400,000 shares of the Company’s common stock by January 31, 2016, as defined. The Agreement includes a certain Stipulation whereby if the discounted payment is not timely met, the Company will be liable for a judgment in the amount of $8,013,755, which represents the aggregate amount of principal, accrued interest and collection fees included in the indebtedness as of January 31, 2016.

 

Settlement of Debt

 

On May 22, 2015 the company entered into agreements to eliminate outstanding debt of $1,907,172 due to officers and affiliates for 953,586 shares of the Company’s common stock.

Summary of Significant Accounting Policies (Policies)

v2.4.0.8
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Mar. 31, 2015
Accounting Policies [Abstract]  
Basis of Presentation

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, 2014. Interim results are not necessarily indicative of the results for a full year.

Consolidated Financial Statements

Consolidated Financial Statements

 

The accompanying consolidated financial statements include all of the accounts of the Company, its subsidiary RB OK, LLC and its affiliate, RBMS (Note 6).

 

On February 28, 2015, our board of directors approved, and submitted a proposal to our stockholders for approval of a 1 for 10 reverse split of our common stock (the “Reverse Stock Split”) The Reverse Stock Split was intended to increase the market price of our common stock to make our common stock more attractive to a broader range of institutional and other investors. We filed a Certificate of Change with the Secretary of State of the State of Nevada to affect the Reverse Stock Split on March 12, 2015. Upon the effectiveness of the Reverse Stock Split, every ten shares of issued and outstanding common stock of the Company were automatically combined into one share of common stock with any fractional shares rounded up to the next whole share and the par value of the common stock increased from $0.001 to $0.01, per share. The Reverse Stock Split reduced the number of outstanding shares of the Company’s common stock from approximately 55.0 million shares to approximately 5.5 million shares. The authorized shares of the Company’s common stock remain at 75,000,000.

 

Unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying consolidated financial statements have, where applicable, been adjusted retroactively to reflect the Reverse Stock Split.

 

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 accounted for its investment in RBMS on the equity method (Note 6).

 

All significant intercompany accounts and transactions have been eliminated.

Reclassifications

Reclassifications

 

Certain amounts for the current year have been revised or reclassified to conform to 2015 financial statement presentation.

Estimates

Estimates

 

The preparation of consolidated 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 consolidated financial statements and revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

Financial Instruments

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

 

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

Derivative Instruments

 

The Company’s derivative liabilities are related to embedded conversion features of the 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 Option Pricing 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

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 over 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 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. For the three and nine months ended March 31, 2015, the Company had no revenue.

Share-Based Compensation

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 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. There were 660,920 common stock equivalents outstanding as of March 31, 2014 included to determine diluted EPS. As of March 31, 2015, the common stock equivalents were not included in the calculation of earnings per shares because their inclusion would have been considered anti-dilutive.

Leases

Leases

 

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

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) The guidance in ASU 2014-15 sets forth management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing interim and annual financial statements, management should evaluate whether conditions or events, in aggregate, raise substantial doubt about an entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, and, if applicable, whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The Company does not expect the adoption to have a material impact on the Company’s consolidated financial statements.

 

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.

Convertible and Promissory Notes (Tables)

v2.4.0.8
Convertible and Promissory Notes (Tables)
9 Months Ended
Mar. 31, 2015
Debt Disclosure [Abstract]  
Schedule of Convertible Promissory Notes Payable

As of March 31, 2015 and June 30, 2014, the Convertible Promissory Notes Payable were as follows:

 

    March 31, 2015     June 30, 2014  
             
10% Convertible Promissory Note Payable   $ 1,065,190     $ 779,890  
8% Convertible Promissory Note Payable   $ 65,000     $ -  
Less:                
Beneficial Conversion Feature Discount   $ (85,044 )   $ (50,630 )
Warrant Discount   $ (335,142 )   $ (461,721 )
                 
Convertible Promissory Note Payable - Net   $ 710,004     $ 267,539  

Common and Preferred Stock (Tables)

v2.4.0.8
Common and Preferred Stock (Tables)
9 Months Ended
Mar. 31, 2015
Equity [Abstract]  
Schedule of Warrants Outstanding

As of March 31, 2015, the Company has the following warrants outstanding.

 

    Warrants Issued     Exercise Price     Term  
Series A warrants     95,000     $ 0.90       5 years  
10% Convertible Promissory Notes Payable     889,893     $ 0.90       5 years  
Officers and Affiliates     128,000     $ 0.90       5 years  
Investment Banker Fees     17,730     $ 0.90       5 years  
Total     1,130,623                  

Summary of Significant Accounting Policies (Details Narrative)

v2.4.0.8
Summary of Significant Accounting Policies (Details Narrative) (USD $)
0 Months Ended 3 Months Ended 9 Months Ended
Feb. 28, 2015
Mar. 31, 2015
Mar. 31, 2014
Mar. 31, 2015
Mar. 31, 2014
Jun. 30, 2014
Stockholders reverse stock split 1 for 10 reverse split of our common stock          
Common stock, par value   $ 0.01   $ 0.01   $ 0.01
Common stock, shares outstanding   6,114,698   6,114,698   5,316,684
Common stock, shares authorized   75,000,000   75,000,000   75,000,000
Percentage of ownership investments   50.00%   50.00%    
Revenue                
Expected dividend yield       0.00%    
Common stock equivalents outstanding     660,920   660,920  
Minimum [Member]
           
Common stock, par value   $ 0.001   $ 0.001    
Common stock, shares outstanding   5,500,000   5,500,000    
Maximum [Member]
           
Common stock, par value   $ 0.01   $ 0.01    
Common stock, shares outstanding   55,000,000   55,000,000    

Going Concen (Details Narrative)

v2.4.0.8
Going Concen (Details Narrative) (USD $)
Mar. 31, 2015
Jun. 30, 2014
Going Concern    
Accumulated deficit $ 36,845,621 $ 33,930,034
Working capital deficit $ 20,314,641  

RBMS Management Agreement (Details Narrative)

v2.4.0.8
RBMS Management Agreement (Details Narrative) (USD $)
0 Months Ended
Apr. 01, 2010
Oct. 27, 2010
Rbms Management Agreement    
Management agreement period 99 years  
Management fee payable per month   $ 200,000
Management fee payable after commencement of the gaming operations   250,000
Management fee payable on achieving certain earnings   $ 300,000

Gulfport Casino Hotel Project (Hemingway Resort and Casino) (Details Narrative)

v2.4.0.8
Gulfport Casino Hotel Project (Hemingway Resort and Casino) (Details Narrative) (USD $)
9 Months Ended
Mar. 31, 2015
sqft
Number
Area of land 250,000
Number of rooms in hotel 300
Value of casino hotel project $ 170,000,000
Percentage of principal amount on first lien debt 3.00%
Percentage on subordinated debt 6.00%
Proceeds from sale of senior notes 25,800,000
Senior Secured Notes [Member]
 
Value of casino hotel project 115,000,000
Vendor Finance [Member]
 
Value of casino hotel project 25,000,000
New Rotate Black Inc Equity [Member]
 
Value of casino hotel project 25,000,000
Equity Invested To Date [Member]
 
Value of casino hotel project $ 5,000,000
Vehicles [Member]
 
Number of vehicles parking 1,200
Food And Beverage [Member]
 
Number of dining options 3
Number of steakhouse seats 120
Number of seat buffet 240
Bars [Member]
 
Number of bars 3
Casino [Member]
 
Area of land 53,000
Number of slot machines 1,388
Number of table games 33
Suites [Member]
 
Number of rooms in hotel 40
Traditional Rooms [Member]
 
Number of rooms in hotel 260

Investment in RBMS (Details Narrative)

v2.4.0.8
Investment in RBMS (Details Narrative) (USD $)
9 Months Ended
Mar. 31, 2015
Percentage of owned aggregate of voting interest 50.00%
Private Lease [Member]
 
Percentage of rent from gross gaming revenues 4.00%
Minimum rent guarantee $ 110,000
Gulfport Redevelopment Commission Lease [Member]
 
Percentage of rent from gross gaming revenues 1.00%
Minimum rent guarantee 600,000
Payment of initial base rent $ 50,000
Rotate Black MS, LLC [Member] | Private Lease [Member]
 
Ground lease term 99 years
Area of land to ground lease 5
Rotate Black MS, LLC [Member] | Gulfport Redevelopment Commission Lease [Member]
 
Ground lease term 59 years
Area of land to ground lease 4.5
Rotate Black MS, LLC [Member] | Gulfport Redevelopment Commission Lease [Member] | Minimum [Member]
 
Area of land to ground lease 7
Rotate Black MS, LLC [Member] | RBL and Officer [Member]
 
Percentage of owned aggregate of voting interest 46.60%

The Big Easy Gaming Vessel (Details Narrative)

v2.4.0.8
The Big Easy Gaming Vessel (Details Narrative) (USD $)
0 Months Ended 0 Months Ended
Mar. 31, 2015
Aug. 28, 2014
Jul. 02, 2014
Jun. 30, 2014
Mar. 31, 2014
Jun. 30, 2013
Dec. 20, 2012
Rotate Black MS, LLC [Member]
Maximum [Member]
Series B Subordinated Participating Preferred Stock [Member]
Dec. 20, 2012
Rotate Black MS, LLC [Member]
Settlement Agreement [Member]
Series B Subordinated Participating Preferred Stock [Member]
Within First Three Months of Closing [Member]
Dec. 20, 2012
Rotate Black MS, LLC [Member]
Settlement Agreement [Member]
Series B Subordinated Participating Preferred Stock [Member]
Within First Fifteen Months of Closing [Member]
Dec. 20, 2012
Rotate Black MS, LLC [Member]
Settlement Agreement [Member]
Series B Subordinated Participating Preferred Stock [Member]
Within First Twenty Seven Months of Closing [Member]
Dec. 20, 2012
Rotate Black MS, LLC [Member]
Settlement Agreement [Member]
Series B Subordinated Participating Preferred Stock [Member]
Within First Thirty Nine Months of Closing [Member]
Dec. 20, 2012
Rotate Black MS, LLC [Member]
Settlement Agreement [Member]
Series B Subordinated Participating Preferred Stock [Member]
Within First Fifty One Months of Closing [Member]
Dec. 20, 2012
Rotate Black MS, LLC [Member]
Settlement Agreement [Member]
Series B Subordinated Participating Preferred Stock [Member]
After Fifty One But Before Fifty Nine Months Of Closing [Member]
Dec. 20, 2012
Rotate Black MS, LLC [Member]
Settlement Agreement [Member]
Maximum [Member]
Dec. 20, 2012
Trustee [Member]
Rotate Black MS, LLC [Member]
Settlement Agreement [Member]
Dec. 20, 2012
Trustee [Member]
Rotate Black MS, LLC [Member]
Settlement Agreement [Member]
Series B Subordinated Participating Preferred Stock [Member]
Sep. 17, 2010
The Big Easy, A Gaming Vessel [Member]
Officer [Member]
Secured Notes and Unsecured Note [Member]
Jun. 10, 2010
The Big Easy, A Gaming Vessel [Member]
Gulfport Project [Member]
Jun. 10, 2010
The Big Easy, A Gaming Vessel [Member]
Gulfport Project [Member]
Secured Note [Member]
Jun. 10, 2010
The Big Easy, A Gaming Vessel [Member]
Gulfport Project [Member]
Unsecured Note [Member]
Notes payable                                   $ 4,264,500 $ 2,975,000 $ 600,000
Fees paid                                   414,500    
Cash 578           46                       275,000    
Deferred and interest rate increased                                 20.00%      
Debt financing                           100,000,000            
Issuance of preferred stock, shares 84,563     68,488                       250,000        
Preferred stock redeemed amount             $ 2,500,000 $ 2,000,000 $ 2,500,000 $ 3,000,000 $ 3,500,000 $ 4,000,000 $ 5,000,000   $ 5,000,000 $ 5,000,000        
Debt interest rate per annum   8.00% 8.00%                       12.00%          
Debt term                             5 years          

Land Purchase Deposit (Details Narrative)

v2.4.0.8
Land Purchase Deposit (Details Narrative) (USD $)
0 Months Ended 12 Months Ended 1 Months Ended 0 Months Ended
May 11, 2009
Jun. 30, 2014
Mar. 31, 2015
Oct. 22, 2014
Mar. 31, 2014
Jun. 30, 2013
Oct. 31, 2009
Rotate Black, LLC [Member]
May 21, 2010
Land Purchase Agreement [Member]
Mar. 16, 2010
Land Purchase Agreement [Member]
Nov. 09, 2009
Land Purchase Agreement [Member]
May 26, 2009
Land Purchase Agreement [Member]
May 11, 2009
Land Purchase Agreement [Member]
Rotate Black, LLC [Member]
Issuance of common stock to purchase of property, shares               50,000 20,861 7,000 140,983  
Cash on escrow                     $ 1,750,000  
Cash      578      46         1,750,000  
Issuance of common stock, shares 63,074                     77,909
Issuance of common stock                       7,049,142
Common stock price per shares   $ 1.00 $ 0.50 $ 0.10       $ 11.00 $ 25.00 $ 50.00   $ 50.00
Issuance of common stock to repayment of advance             77,909          
Issuance of common stock to purchase of property               550,000 521,532 350,000    
Number of shares provided to deposit on the land     218,844                  
Loss on impairment land purchase deposit   $ 8,361,252                    

Employment Agreement (Details Narrative)

v2.4.0.8
Employment Agreement (Details Narrative) (USD $)
0 Months Ended 12 Months Ended 0 Months Ended
Dec. 30, 2014
Oct. 22, 2014
Oct. 02, 2014
Jun. 30, 2014
Jul. 03, 2013
Employment Agreement [Member]
Chief Financial Officer [Member]
Agreement termination term         12 months
Officer compensation accrued         $ 5,000
Working capital         $ 500,000
Issuance of common stock as a signing bonus, shares 15,000 33,557 44,000 222,000 100,000
Additional common stock shares issued for service provided       20,000 1,000

Convertible and Promissory Notes (Details Narrative)

v2.4.0.8
Convertible and Promissory Notes (Details Narrative) (USD $)
0 Months Ended 1 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 35 Months Ended
Aug. 28, 2014
Jul. 02, 2014
Sep. 06, 2012
Dec. 31, 2014
Mar. 31, 2015
Mar. 31, 2014
Jun. 30, 2014
Oct. 22, 2014
Mar. 19, 2015
Convertible Promissory Note [Member]
Mar. 01, 2015
Convertible Promissory Note [Member]
Jan. 03, 2015
Convertible Promissory Note [Member]
Dec. 02, 2014
Convertible Promissory Note [Member]
Oct. 17, 2014
Convertible Promissory Note [Member]
Oct. 07, 2014
Convertible Promissory Note [Member]
Mar. 31, 2015
Convertible Promissory Note [Member]
Mar. 31, 2015
Convertible Promissory Note One [Member]
Mar. 31, 2015
Convertible Promissory Note Two [Member]
Mar. 31, 2015
Convertible Note Holders [Member]
Proceeds from issuance of promissory note $ 32,500 $ 32,500 $ 121,000   $ 504,300 $ 535,000     $ 60,500 $ 50,000 $ 15,000         $ 1,439,190    
Convertible promissory notes         1,130,190   779,890         300,000 7,800 6,000     65,000  
Convertible promissory notes term                 2 years 2 years 2 years 2 years 2 years 2 years   2 years    
Convertible promissory notes interest rate 8.00% 8.00%             10.00% 10.00% 10.00% 10.00% 10.00% 10.00%   10.00% 8.00%  
Exchanged price for convertible promissory notes and warrant       $ 0.90         $ 0.90 $ 0.90 $ 0.90 $ 0.90 $ 0.90 $ 0.90 $ 0.90      
Warrants to purchase of common stock, shares                 33,889     330,000 8,667 6,000       856,004
Common stock price per share         $ 0.50   $ 1.00 $ 0.10                   $ 0.90
Gain or change in fair value of conversion feature         475,189 (1,074,217)                        
Debt amortization of beneficial conversion feature and discount         356,101 1,167,581                        
Proceeds from loan     65,000                              
Interest payments     $ 56,000                              
Issuance of common stock for additional interest     18,500       10,000                      

Convertible and Promissory Notes - Schedule of Convertible Promissory Notes Payable (Details)

v2.4.0.8
Convertible and Promissory Notes - Schedule of Convertible Promissory Notes Payable (Details) (USD $)
Mar. 31, 2015
Jun. 30, 2014
Less: Beneficial Conversion Feature Discount $ (85,044) $ (50,630)
Less: Warrant Discount (335,142) (461,721)
Convertible Promissory Note Payable - Net 710,004 267,539
10% Convertible Promissory Note Payable [Member]
   
Convertible Promissory Note Payable 1,065,190 779,890
8% Convertible Promissory Note Payable [Member]
   
Convertible Promissory Note Payable $ 65,000   

Convertible and Promissory Notes - Schedule of Convertible Promissory Notes Payable (Details) (Parenthetical)

v2.4.0.8
Convertible and Promissory Notes - Schedule of Convertible Promissory Notes Payable (Details) (Parenthetical)
Aug. 28, 2014
Jul. 02, 2014
Mar. 31, 2015
10% Convertible Promissory Note Payable [Member]
Jun. 30, 2014
10% Convertible Promissory Note Payable [Member]
Mar. 31, 2015
8% Convertible Promissory Note Payable [Member]
Jun. 30, 2014
8% Convertible Promissory Note Payable [Member]
Convertible promissory notes interest rate 8.00% 8.00% 10.00% 10.00% 8.00% 8.00%

Common and Preferred Stock (Details Narrative)

v2.4.0.8
Common and Preferred Stock (Details Narrative) (USD $)
0 Months Ended 1 Months Ended 12 Months Ended 0 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended 0 Months Ended 3 Months Ended
Dec. 30, 2014
Oct. 22, 2014
Oct. 02, 2014
Aug. 03, 2014
Sep. 06, 2012
Aug. 31, 2014
Jun. 30, 2014
Mar. 31, 2015
Jun. 10, 2011
Securities Purchase Agreement [Member]
Jul. 06, 2011
Stock Option Plan [Member]
Mar. 31, 2015
Series B Common Units [Member]
Aug. 31, 2014
Series B Common Units [Member]
Jun. 10, 2011
Class A 12% Preferred Stock [Member]
Jun. 30, 2011
Series A Common Stock [Member]
Jun. 30, 2014
Series A Common Stock [Member]
Mar. 31, 2015
Series A Common Stock [Member]
Detachable Warrants [Member]
Mar. 31, 2015
Series A Preferred Stock [Member]
Jun. 30, 2013
Series A Preferred Stock [Member]
Mar. 31, 2015
2010 through 2012 [Member]
Dec. 30, 2014
Officer [Member]
Mar. 31, 2015
Officer [Member]
Dec. 31, 2014
Officer [Member]
Sep. 30, 2014
Officer [Member]
Common stock issued as officers compensation, shares 15,000 33,557 44,000       222,000                         600,000 3,000 3,000 3,000
Common stock issued as officers compensation $ 7,500 $ 30,202 $ 22,000       $ 144,000                         $ 300,000 $ 1,500 $ 1,500 $ 1,500
Common stock price per share   $ 0.10         $ 1.00 $ 0.50                           $ 0.50 $ 0.50
Common stock issued in connection with legal services rendered, shares             20,000                                
Common stock issued for conversion of 10% Convertible Promissory Notes and accrued interest, shares       99,457     294,939                     190          
Percentage of conversion of convertible debt       10.00%     10.00%                                
Common stock issued for conversion of 10% Convertible Promissory Notes and accrued interest       89,511     294,921                     403,039          
Common stock issued in connection with legal services rendered                                     550,000        
Common stock issued in consideration of note payable, shares             68,333                                
Common stock issued in consideration of note payable             136,667                                
Common stock for additional consideration to note holders, shares             32,500                                
Common stock issued for consulting services, shares             94,533                                
Common stock issued for consulting services             179,067                                
Common stock issued for interest, shares         18,500   10,000                                
Common stock issued for interest             20,000                                
Common stock issued for exercise of cashless warrants, shares             4,485                                
Common stock sold for cash, shares                           190                  
Common stock sold for cash                                     1,925,000        
Equity authorised units                     84,563                        
Issuance of warrant purchase of common stock, shares                     8,861     95,000                  
Common stock issued for employees to purchase of stock option                   25,000,000                          
Plan termination term                   10 years                          
Preferred stock with no designation, authorized               5,000,000                              
Preferred stock designated shares                         500                    
Preferred stock stated value per shares             $ 0.001 $ 0.001         $ 1,000                    
Common stock conversion price per share                         $ 0.10                    
Cumulative dividends percentage per annum                         12.00%                    
Percentage of late fee per annum                         18.00%                    
Sale of preferred stock, shares                 500             95,000              
Sale of preferred stock                 500,000             190,000              
Number of shares stockholder exercised warrant for cashless exercise           16,075                                  
Warrant value                       160,750     91,500                
Issuance of warrant purchase of common stock                           $ 190,000                  
Warrant exercisable price per share                           $ 4.00                  
Warrant term                           5 years                  
Fair value assumption of stock price                                 $ 1.90            
Fair value assumption of risk free interest rate                                 1.48%            
Fair value assumption of expected volatility                                 81.13%            

Common and Preferred Stock - Schedule of Warrants Outstanding (Details)

v2.4.0.8
Common and Preferred Stock - Schedule of Warrants Outstanding (Details) (USD $)
9 Months Ended
Mar. 31, 2015
Warrants Issued 1,130,623
Series A warrants [Member]
 
Warrants Issued 95,000
Exercise Price $ 0.90
Term 5 years
10% Convertible Promissory Notes Payable [Member]
 
Warrants Issued 889,893
Exercise Price $ 0.90
Term 5 years
Officers and Affiliates [Member]
 
Warrants Issued 128,000
Exercise Price $ 0.90
Term 5 years
Investment Banker Fees [Member]
 
Warrants Issued 17,730
Exercise Price $ 0.90
Term 5 years

Common and Preferred Stock - Schedule of Warrants Outstanding (Details) (Parenthetical)

v2.4.0.8
Common and Preferred Stock - Schedule of Warrants Outstanding (Details) (Parenthetical)
Aug. 28, 2014
Jul. 02, 2014
Mar. 31, 2015
10% Convertible Promissory Note Payable [Member]
Jun. 30, 2014
10% Convertible Promissory Note Payable [Member]
Convertible promissory notes interest rate 8.00% 8.00% 10.00% 10.00%

Commitments and Contingencies (Details Narrative)

v2.4.0.8
Commitments and Contingencies (Details Narrative) (USD $)
0 Months Ended 0 Months Ended
Nov. 12, 2014
Mar. 31, 2015
Jun. 30, 2014
Feb. 23, 2010
Third Judicial District Court [Member]
Jan. 18, 2012
Investment Banker Filed Civil Lawsuit [Member]
Feb. 19, 2013
Gulfport Transaction [Member]
Mar. 31, 2015
Rotate Black, LLC [Member]
Notes payable             $ 250,000
Success-based fee amount           250,000  
Nonrefundable transaction fee, percentage of aggregate principal amount of debt 3.00%            
Nonrefundable transaction fee, percentage of aggregate amount of equity and equity linked securities 6.00%            
Nonrefundable aggregate minimum fee 1,500,000            
Litigation damages sought value       5,000,000 150,000    
Litigation damages paid value         25,000    
Litigation settlement remaining balance         125,000    
Litigation accrued liability   $ 150,000 $ 150,000        

Income Taxes (Details Narrative)

v2.4.0.8
Income Taxes (Details Narrative) (USD $)
Mar. 31, 2015
Jun. 30, 2014
Income Tax Disclosure [Abstract]    
Significant uncertain tax positions      

Subsequent Events (Details Narrative)

v2.4.0.8
Subsequent Events (Details Narrative) (USD $)
0 Months Ended 1 Months Ended 9 Months Ended 9 Months Ended 0 Months Ended 1 Months Ended 9 Months Ended
Aug. 28, 2014
Jul. 02, 2014
Sep. 06, 2012
Dec. 31, 2014
Mar. 31, 2015
Mar. 31, 2014
Jun. 30, 2014
Apr. 30, 2015
Subsequent Event [Member]
Mar. 31, 2015
Subsequent Event [Member]
January 31, 2016 [Member]
Mar. 31, 2015
Subsequent Event [Member]
May 22, 2015 [Member]
Due To Officers And Affiliates [Member]
May 15, 2015
Subsequent Event [Member]
Two Loans [Member]
Apr. 30, 2015
Officers [Member]
Subsequent Event [Member]
Mar. 31, 2015
Officers [Member]
Subsequent Event [Member]
May 22, 2015 [Member]
Jun. 11, 2010
The Big Easy, A Gaming Vessel [Member]
Subsequent Event [Member]
Forbearance And Discounted Payoff Agreement One [Member]
Jun. 11, 2010
The Big Easy, A Gaming Vessel [Member]
Subsequent Event [Member]
Forbearance And Discounted Payoff Agreement Two [Member]
Common stock issued during period for compensation, shares                       1,000      
Proceeds from issuance of promissory note $ 32,500 $ 32,500 $ 121,000   $ 504,300 $ 535,000             $ 300,000    
Convertible promissory notes term                         2 years    
Convertible promissory notes interest rate 8.00% 8.00%                     10.00%    
Exchanged price for convertible promissory notes and warrant       $ 0.90                 $ 0.90    
Notes payable                           2,975,000 600,000
Indebtedness of loans               7,386,005              
Repayment of debt                     1,250,000        
Issuance of common stock for cash                 400,000            
Liable for judgment amount                 8,013,755            
Related parties outstanding debt                   $ 1,907,172          
Common stock outstanding         6,114,698   5,316,684     953,586