UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended December 31, 2023

 or

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

 COMMISSION
FILE NO: 0-17529

 DIAMONDHEAD
CASINO CORPORATION

 (Exact
name of registrant as specified in its charter)

 Delaware

 59-2935476

 (State
 of

 Incorporation)

 (I.R.S.
 Employer

 Identification
 Number)

 1013
Princess Street, Alexandria, Virginia 22314

 (Address
of principal executive offices)

 Registrant's
 telephone number, including area code:

 703 / 683-6800

 registered pursuant to Section 12 (b) of the Act:

 None

 registered pursuant to Section 12 (g) of the Act:

 Stock, par value $.001

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

by check mark whether the registrant: (1) has 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 the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

 Yes No

by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated
by references in Part III of this Form 10-K or any amendment to this Form 10-K.

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Exchange Act:

 Large
accelerated filer Accelerated filer Non-accelerated filer Smaller Reporting Company Emerging growth company

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes
 No

 The
aggregate market value of the voting common equity held by non-affiliates of the Company based on the closing price of the stock on the
over-the-counter market at June 30, 2023 was $ 7,976,392.

 The
number of common shares issued and outstanding as of March 29, 2024: 36,297,576

 TABLE
OF CONTENTS

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Reserved

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Part
 IV

 Item
 15.

 Exhibits, Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 Signatures

 i

 FORWARD-LOOKING
STATEMENTS

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

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

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

 Part
I

 ITEM
1. BUSINESS

 The
Company is a Delaware corporation which was incorporated on November 15, 1988, under the name "Europa Cruises Corporation."
In 1989, the Company became a publicly-held company. On November 22, 2002, the Company amended its Certificate of Incorporation to change
its name to "Diamondhead Casino Corporation." The Company currently has three subsidiaries: Mississippi Gaming Corporation, Casino World, Inc.
and Europasky Corporation.

 The
Company has no current operations in any state. The Company has had no income or revenue from any operations since 2000. The Company
currently has only one employee who serves in an executive officer capacity.

 For
the years ending December 31, 2023 and December 31, 2022, the Company's limited resources were devoted to the preparation and filing
of its periodic reports with the Securities and Exchange Commission and with its efforts to obtain financing and/or a joint venture partner.

 The
Company owns, through its wholly-owned subsidiary, Mississippi Gaming Corporation, an approximate 400-acre undeveloped property
located at 7051 Interstate 10, Diamondhead, Mississippi 39525 (hereafter "the Diamondhead Property" or "the
Property"). The Company's intent was and is to construct a casino resort and other amenities on the Property
unilaterally or in conjunction with one or more joint venture partners. However, the Company has been unable, to date, to obtain
financing to move the project forward and/or enter into a joint venture partnership. There can be no assurance that the substantial
funds required for the design and construction of the project can be obtained or that such funds can be obtained on acceptable
terms. In addition, the Company will require additional financing in 2025 to sustain the Company. Due to its lack of any revenue
stream and financial resources, the Company was forced to explore other alternatives, including a sale of part or all of the
Property. The Company's preference is to sell only part of the Property inasmuch as this would appear to be in the best
interest of the stockholders of the Company. However, there can be no assurance the Company will be able to sell only part of the
Property. The Company intends to continue to pursue a joint venture partnership and/or other financing while seeking a viable
purchaser for part or all of the Property. Finally, there can be no assurance that if the requisite financing for the project were
obtained and the project were constructed, that the project would be successful.

 The
Company has no current operations in Mississippi, no offices in Mississippi, and no employees in Mississippi.

 Property
Zoning

 The
Diamondhead Property is located entirely within the City of Diamondhead which is in Hancock County, Mississippi. The City of Diamondhead
incorporated in February of 2012. On October 15, 2012, the Mayor and City Council adopted a Zoning Ordinance in which the City of Diamondhead
zoned the entire Property as "C-2-Interstate Commercial/Gaming/Resort." Thus, the requisite zoning for a casino is in
place.

 Land-Based

 All
references in this section to Mississippi law are qualified in their entirety by reference to the actual text of the law.

 On
August 29, 2005, Hurricane Katrina struck the Gulf coast of the United States causing extensive damage to Louisiana and Mississippi,
including Biloxi, Gulfport, and Bay St. Louis, Mississippi. Hurricane Katrina damaged or destroyed most of the casinos on the Gulf coast.
Prior to Hurricane Katrina, Mississippi law required that casinos on the Gulf coast be built in, on, or above the water and be located
a minimum of fifty percent below mean high tide.

 On
October 17, 2005, in response to the devastation caused by Hurricane Katrina, Mississippi passed new legislation that allows casinos
located in certain statutorily-described areas, including St. Louis Bay, where the Diamondhead Property is located, to be constructed
on land no more than 800 feet from the mean high-water line. Under Mississippi's new legislation, the part of the structure in
which licensed gaming activities are conducted must be located entirely in an area which is located no more than eight hundred (800)
feet from the mean high-water line (as defined in Section 29-15-1 of the Mississippi Code) of the waters within the State of Mississippi,
which lie adjacent to the State of Mississippi south of the three (3) most southern counties in the State of Mississippi, including the
Mississippi Sound, St. Louis Bay, Biloxi Bay and Pascagoula Bay or, with regard to Harrison County only, no farther north than the southern
boundary of the right-of-way for U.S. Highway 90, whichever is greater. In the case of a structure that is located in whole or part on
shore, the part of the structure in which licensed gaming activities are conducted must lie adjacent to state waters south of the three
(3) most southern counties in the State of Mississippi, including the Mississippi Sound, St. Louis Bay, Biloxi Bay and Pascagoula Bay.
When the site upon which the structure is located consists of a parcel of real property, easements and rights-of-way for public streets
and highways are not construed to interrupt the contiguous nature of the parcel, nor is the footage contained within the easements and
rights-of-way counted in the calculation of the distances specified above.

 The
Company intends to take full advantage of this legislation and will construct its casino/hotel resort on land.

 Annual
In-Lieu Tidelands Assessment for Casino Constructed on Land

 Since
the Company intends to construct a casino on land in Mississippi, the Company will no longer require a tidelands lease from the Secretary
of State. Under Mississippi's prior law, which required that the Company's casino be in, on, or above water and a minimum
of fifty percent at or below mean high tide, the Company would have required a tidelands lease to lease water-bottoms owned by the State.

 However,
on or about October 17, 2005, when Mississippi passed new legislation permitting casinos to be built on land in certain locations, Mississippi
also passed a companion law that requires any person possessing a license under the Mississippi Gaming Control Act, who operates a gaming
establishment in any of the three most southern counties of the State (including Hancock County in which the Company's Property
is located), and who does not lease public trust tidelands from the State, to pay an annual in-lieu tidelands assessment to the Public
Trust Tidelands Assessments Fund. For calendar year 2006, the annual in-lieu tidelands assessment was between $400,000 and $750,000,
based on an escalating scale which is measured by the capital investment in the part of the structure in which the licensed gaming activities
are conducted. For each calendar year thereafter, the Secretary of State is required to review and adjust the value of the capital investment
and the annual in-lieu tidelands assessment due. Such review and adjustment shall be tied to the Consumer Price Index.

 This
annual in-lieu tidelands assessment will apply to any casino constructed on land on the Diamondhead Property, but does not apply at present
and will not apply prior to construction.

Gaming Site Approval

 In
the State of Mississippi, in addition to the required local casino zoning which is already in place, a proposed gaming site must obtain
Gaming Site Approval. Only the Mississippi Gaming Commission has the authority to grant Gaming Site Approval. On or about May 29, 2014,
Mississippi Gaming Corporation, a wholly-owned subsidiary of the Company, which holds title to the Diamondhead Property, applied for
Gaming Site Approval for a fifty (50) acre site on the Diamondhead Property. In its Notice of Intent, Mississippi Gaming Corporation
anticipated that the casino would contain approximately 1250 slot machines and approximately 40 table games and contain an estimated
80,000 square feet of gaming space. On August 21, 2014, the Mississippi Gaming Commission granted Gaming Site Approval to Mississippi
Gaming Corporation for a fifty-acre site on the east side of the Diamondhead Property. There is no expiration date for Gaming Site Approval.

 In
granting Mississippi Gaming Corporation Gaming Site Approval, the Mississippi Gaming Commission found, in pertinent part, as
follows: 1) that in accordance with the Mississippi Gaming Control Act of 1990, codified as Miss. Code Ann. § 75-76-1 et seq.,
Miss. Code Ann. § 19-3-79, and Miss. Code Ann. §97-33-1, as amended, the citizens of Hancock County, Mississippi voted to
authorize gaming in Hancock County, and thus gaming is legal at qualifying locations within Hancock County, Mississippi; 2) that the
proposed gaming area is within 800 feet of the mean high water line of the Bay of St. Louis and is thus a legal gaming site under
the Mississippi Control Act of 1990, as amended, and 13 Mississippi Administrative Code Part 2 Rule 2.2(a)(1) and (3); and 3) that
the Proposed Site is properly zoned for gaming.

 There
is no expiration date attached to the Gaming Site Approval obtained from the Mississippi Gaming Commission in 2014. Once the Mississippi
Gaming Commission grants a casino company Approval to Proceed with Development, the company then has three years within which to construct
its casino and required facilities. Mississippi Gaming Corporation has not applied for Approval to Proceed with Development. Thus, this
three year period of time has not yet even begun to run.

 Additional
Permits, Authorizations and Approvals Are Required

 In
addition to Gaming Site Approval, the development of the Diamondhead Property requires the Company to obtain additional permits, authorizations
and approvals from various federal, state, county, and/or city agencies, boards and commissions, which may include, but not be limited
to, the following: Mississippi Gaming Commission, Mississippi Department of Transportation, Mississippi Department of Environmental Quality,
Mississippi Department of Marine Resources, Port and Harbor Commission, Levee Board, U.S. Army Corps of Engineers, U.S. Environmental
Protection Agency, U.S. Fish and Wildlife Service, U.S. Coast Guard, Hancock County, and/or the City of Diamondhead. The regulatory environment
relating to such permits, authorizations and approvals is uncertain and subject to constant change. There can be no assurance that all
permits, authorizations and/or approvals can be obtained, or that if obtained, that they will be renewed. While there is no pending environmental
litigation, the foregoing permits, authorizations and approvals remain subject to future litigation and the actions of environmental
groups and various federal, state, county and/or local governments and agencies, including, but not limited to, the foregoing. The Company
will be required to spend significant funds to pay the architects, surveyors, engineers, accountants, attorneys, consultants and other
experts required to prepare and process the applications required for the permits, authorizations and approvals required. The amount
ultimately required is unknown at this time, but the Company does not have any funds required for this purpose. There can be no assurance
the Company will be able to obtain the funds required for this purpose or that it will be able to obtain the funds required on acceptable
terms.

 Uncertain
Regulatory and Political Environment

 The
political environment in which the Company and/or its subsidiaries intend to operate is also uncertain, dynamic and subject to rapid
change. Existing operators often propose and support legislation and/or litigation designed to make it difficult or impossible for competition
to enter a market. This political and regulatory environment makes it impossible to predict the effects that the adoption of and changes
in gaming laws, rules and regulations and/or competition will have on development of a gaming resort. Moreover, legislatures in states
in which gaming is legal often consider wide-ranging legislation and regulations which could adversely affect operations and expected
revenues. Likewise, the federal government often considers legislation which could adversely affect operations and expected revenues.
Some states have legalized internet gaming and the trend to legalize internet gaming in the remaining states is strong. The long term
effects of legalizing internet gaming on the casino industry in general and on the Company's proposed casino operations are unknown.

 Anti-Gaming
Referenda

 On
at least three separate occasions since 1998, certain anti-gaming groups have proposed referenda that, if adopted, would have banned
gaming in Mississippi and required that gaming entities cease operations within two years after the ban. All three of the proposed referenda
were ruled illegal by Mississippi State trial courts. If such a referendum were to be approved by the voters, it would have a material
adverse effect on the Company.

Regulation

 The
Company has no current operations in Mississippi and does not operate any gaming facility in Mississippi. The Company intends to develop
the Diamondhead property as a destination casino resort with supporting amenities.

 Assuming
it is successful in developing its resort, the Company and its subsidiaries and/or affiliates will be subject to federal, state, county,
city and local, laws, rules, ordinances and regulations with respect to the operation of any gaming facility. The following is intended
to serve as a partial description of the Mississippi regulatory environment in which the Company or its subsidiaries or joint venture
partner(s) would seek approvals to construct and operate a gaming facility and is not intended to be a complete, precise, or up-to-date
recitation of all applicable laws, rules, regulations or ordinances that might affect the Company's operations or with which the
Company would be required to comply. Additional or more restrictive laws, rules and regulations could be adopted at any time or gambling
in Mississippi could be completely banned.

 The
location of, ownership of, and operation of gaming facilities in Mississippi are subject to extensive state and local regulation, primarily
through the licensing and control of the Mississippi Gaming Commission and the Mississippi State Tax Commission. The Company and/or its
subsidiaries must register and be licensed under the Mississippi Gaming Control Act and its gaming operations will be subject to the
regulatory control of the Mississippi Gaming Commission, the Mississippi State Tax Commission and various state, county and local regulatory
agencies.

 The
Mississippi Gaming Control Act gives the Mississippi Gaming Commission (the "Commission") extensive power to enforce the
Act and adopt regulations in furtherance of the Act (the "Mississippi Regulations"). The laws, regulations and supervisory
procedures of Mississippi and the Mississippi Gaming Commission seek to: (1) prevent unsavory or unsuitable persons from having any direct
or indirect involvement with gaming at any time or in any capacity; (2) establish and maintain responsible accounting practices and procedures;
(3) maintain effective control over the financial practices of licensees, including establishing minimum procedures for internal fiscal
affairs and safeguarding of assets and revenues, providing reliable record keeping and making periodic reports to the Mississippi Gaming
Commission; (4) prevent cheating and fraudulent practices; (5) provide a source of state and local revenues through taxation and licensing
fees; and (6) ensure that gaming licensees, to the extent practicable, employ Mississippi residents. The regulations are subject to amendment
and interpretation by the Commission. Changes in Mississippi law or the regulations or the Commission's interpretation thereof
may limit or otherwise materially affect the types of gaming that may be conducted and could have a material adverse effect on Mississippi
gaming operations.

 Approval
Process

 The
Commission has divided the approval process into two separate phases: (1) gaming site approval; and (2) approval to proceed with development.

 1.
Gaming Site Approval

Gaming Corporation, which holds title to the Diamondhead Property and is a wholly-owned subsidiary of the Company, obtained Gaming
Site Approval on August 21, 2014. There is no expiration date on Gaming Site Approval. With respect to gaming site approval,
approval constitutes only the Commission's finding that the location complies with applicable gaming laws and regulations.
Gaming site approval does not entitle the recipient to proceed with development, nor does it constitute a license to engage in
gaming or a right to a gaming license. Gaming site approval is a revocable privilege and no holder acquires any vested right
therein. The Mississippi Gaming Commission reserves the right to revoke any site approval should the circumstances change that would
make the site illegal or unsuitable.

 An
application for gaming site approval in the three most southern counties must include evidence satisfactory to the Commission in support
thereof including: (1) a survey indicating the specific location of the property; (2) the current use of any adjacent property as well
as the location of the nearest residential area, church and school; (3) evidence that all applicable zoning ordinances allow gaming at
the proposed site; and (4) a survey establishing the mean high water line, performed by a qualified surveyor for performance of tidal
surveys.

establishments in the three most southern counties in the State of Mississippi, including Hancock County, are permitted to be permanent
inland structures. No point in the gaming area may be more than eight hundred (800) feet from the nineteen (19) year mean high water
line. Harrison County establishments south of Highway 90 may exceed the eight hundred (800) foot measurement up to the southern boundary
of Highway 90. All public easements and rights-of-way for public streets and highways are excluded from the 800-foot measurement. Any
point of reference used to determine the 800 foot distance from the mean high water line must be located on the applicant or licensee's
premises. The applicant or licensee must own and/or lease the land that is contiguous both to the parcel used to conduct gaming and the
point of reference used to determine the mean high water line, and this land must be shown to be an integral part of the project. The
Commission has final authority in reviewing and approving each site as it pertains to meeting the requirements of this regulation.

 2.
Approval to Proceed with Development

 With
respect to obtaining the Commission's approval to proceed with development, the following information, together with documentation
to support this information, must be submitted to the Commission:

 1)
Architectural plans or renderings showing details of all proposed construction and renovation for the project, together with a footprint
of the project and a description of the construction and type of parking facilities, as well as parking lot capacity. Commission approval
requires that the project include a 500-car, or larger, parking facility in close proximity to the casino complex and infrastructure
facilities shall include a 300-room, or larger, hotel of at least a three-diamond rating as defined by an acceptable travel publication
to be determined by the Commission. In addition, infrastructure facilities must include a restaurant capable of seating at least 200
people and a fine dining facility capable of seating at least 75 people, and the casino floor must be at least 40,000 square feet. The
project will also have or support an amenity that will be unique to the market and will encourage economic development and promote tourism.
The Commission will have authority in determining the quality of the amenity and the ultimate approval of the amenity, and may, in its
discretion, reduce the requirements above should it determine that there is a justification to do so in certain markets. The Commission
will further determine, in its discretion, if the prerequisite hotel and dining facilities may be supplanted by an amenity of high value
to the overall tourism market in that the amenity will likely encourage economic development and promote tourism. As used herein, infrastructure
facilities are not such items as parking facilities, roads, sewage and water systems, or civic facilities normally provided by cities
and/or counties.

 The
qualifying infrastructure must be owned or leased by; (i) the holder of the site approval, or (ii) an affiliated company of the holder
of the site approval where both the affiliated company and the holder of the site approval have identical direct or indirect equity ownership.
This regulation shall apply to any new applicant for a gaming license for a new gaming facility and to the acquisition or purchase of
a licensee or gaming facility for which gaming operations have ceased prior to the time of acquisition or purchase. It does not apply
to any licensee, who has been licensed by the Commission, or to any person which has received Approval to Proceed with Development from
the Commission prior to December 31, 2013 (or to such licensee upon any licensing renewal after such date.)

 Any
change to the plan, or placement or design of the establishment, cruise vessel or vessel, shall be submitted in advance to the Executive
Director for determination of whether such a change constitutes a material change. If the Executive Director determines that a material
change has occurred, Commission approval is required for same.

 2)
Statements reflecting the total estimated cost of construction or renovation of the establishment, vessel, or cruise vessel and shore
and dock facilities, distinguishing between known costs and projections, and separately identifying: facility design expense; land acquisition
costs; site preparation costs; construction costs or renovation costs; equipment acquisition costs; costs of interim financing; organization,
administrative and legal expenses; projected permanent financing costs; qualified infrastructure costs; and non-qualifying infrastructure
costs.

 3)
A construction schedule for completion of the project, including an estimated date of project completion, indicating whether a performance
bond will be required by the applicant to be furnished by the contractor.

 4)
Current financial statements, including, at a minimum, a balance sheet and profit and loss statement for the proposed licensee.

 5)
A detailed statement of the sources of funds for all construction and renovation proposed by the site development plans. Any funding,
whether equity or debt, to be obtained, must be supported by firm written commitments satisfactory to the Commission. The applicant will
have 120 days in which to close all financing and start construction or the approval is deemed void.

 6)
Evidence that the following agencies (if applicable) were notified of the development and/or do not oppose the site development: U.S.
Corps of Engineers, U.S. Coast Guard, Mississippi Department of Transportation, Mississippi Department of Environmental Quality, Department
of Marine Resources, Port and Harbor Commission, Levee Board, City and County government, and such other agencies as the Executive Director
deems appropriate.

 The
application for a Gaming Operator's License must be filed no later than ninety (90) days after the Commission grants approval to
proceed with development. The gaming site approval will expire three (3) years from the date approval to proceed with development is
granted unless the Commission grants an extension. Approval to proceed with development is not subject to sale, assignment or transfer.

 Opening
of a Casino

 Before
any gaming facility may open to the public, all infrastructure requirements must be fully operational. The development shall be completed
in accordance with the approved plan and be ready for operation within the gaming site approval time period. Gaming site approval may
be extended within the discretion of the Commission.

 Application
Information Required is Extensive and Must be Complete and Accurate

 In
addition to other information required by law and Commission regulations, an applicant must provide complete information regarding the
proposed operation, including but not limited to, a certification that any establishment to be used by the proposed operation has been
inspected and approved by all appropriate authorities; fingerprints for each individual applicant; the nature, source, and amount of
any financing; the proposed uses of all available funds; the amount of funds available after opening for the actual operation of the
establishment; and economic projections for the first three years of operation of the establishment. Each applicant must provide complete
information regarding his or her background for the ten-year period preceding submission of the application.

 Every
application to become a license holder must contain the following additional information: actual establishment blueprints, including
a layout of each floor stating the projected use of each area; the number of miles from the nearest population center and a description
of transportation facilities serving that population center, a description of the casino size and configuration of slot machines, video
games of chance and table games; a description of the availability of fire protection and the adequacy of law enforcement at the establishment
and emergency evacuation plans for hurricane and flooding disasters; a description of the arrangements for food and drink concessions,
the names and addresses of the concessionaires and the terms of the concession contracts, if applicable; the type of slot machines and
video games of chance to be used and the proposed distributors and manufacturers of this equipment; a description of the physical location,
size and floor plan of the section of the establishment reserved for patrons under 21 years of age and plans for activities and staffing
for this section; periods of time that the gaming areas will be in operation; a description of the proposed management of the facility,
management personnel by function, and tip distribution policies; all known feasibility studies made available to the applicant which
have been done on the type of gaming in the particular locale where the applicant intends to conduct gaming, and a description of procurement
policies that emphasize the utilization of Mississippi employees, resources, and goods and services in the operation of the gaming establishment.

 Timetable
for Financing and Construction

 License
applicants must submit, simultaneously with submission of their completed application, a timetable for financing arrangements (including
applications for approval of public offerings or private placements), and commencement and completion of construction activities, setting
forth the date upon which gaming activities will commence. The timetable will be subject to approval by the Commission and monitored
for compliance by the Executive Director. The Commission may grant extensions of time upon the recommendation of the Executive Director.
License applicants must not advertise or promote the opening of their proposed casino nor the commencement of employee training for their
proposed casino until the applicant is granted a license by the Mississippi Gaming Commission. Applicants may request a waiver of this
regulation from the Executive Director, which waiver, if granted would be subject to revocation.

 Unsuitable
Locations

 The
Executive Director may recommend that an application for a license be denied if the Executive Director believes that the place or location
for which the license is sought is unsuitable for the conduct of gaming operations. The Commission may deny an application for a state
gaming license if it deems that the place or location for which the license is sought is unsuitable for the conduct of gaming operations.
Without limiting the generality of the foregoing, the following locations may be deemed unsuitable: premises located within the immediate
vicinity of residential areas, churches, schools and children's public playgrounds; premises where gaming is contrary to any county
or city ordinance, including, but not limited to, zoning ordinances restricting the permissible locations for gaming facilities, so long
as such ordinances do not have the effect of absolutely excluding or prohibiting legal gaming; premises which fail to meet federal, state
or local health and safety standards, and any other applicable laws or regulations; premises frequented by minors; premises lacking adequate
supervision or surveillance; premises difficult to police or where adequate fire protection may be difficult; any other premises where
the conduct of gaming would be inconsistent with the public policy of the State of Mississippi.

 Building
Standards

 Any
establishment to be constructed for gaming will be required to meet the Southern Standard Building Code. If the local county or city
has a building code, then the local code will be the applicable standard. The Commission requires, as a condition of licensure, that
gaming establishments meet strict hurricane emergency standards and procedures.

 Objection
by County or Municipality

 Whenever
the Commission receives a completed application for a gaming license proposing to operate a gaming establishment in a particular county
or municipality, the Executive Director, within ten days after receipt of the application, must notify the board of supervisors of the
county and, if applicable, the chief executive of the municipality in which the proposed operation will be located of the receipt of
the application and specify the name of the applicant and the proposed location for the gaming establishment. The county or municipality
in which the applicant proposes to operate may file a duly enacted resolution specifying any objections or endorsements with the Executive
Director.

 Individual
Licensing of Shareholders of Corporate Licensee

 The
Commission may request persons, affiliated entities and greater than 5% equity owners to submit an application for finding of suitability
in which event the application must be submitted within thirty days of the request.

 All
Officers and Directors of a Corporation Must be Licensed

 All
officers and directors of a corporation which holds or applies for a state gaming license must be licensed individually and, if in the
judgment of the Mississippi Gaming Commission the public interest will be served by requiring any or all of the corporation's individual
stockholders, lenders, holders of evidence of indebtedness, underwriters, key executives, agents, or employees to be licensed, the corporation
shall require such persons to apply for a license. An officer or director shall apply for a license within thirty days after he becomes
an officer or director. A person required to be licensed pursuant to a decision of the commission must apply for a license within thirty
days after the executive director requests him to do so.

 Licensing
is a Privilege and Revocable

 It
is the declared policy of the State of Mississippi that all establishments where gambling games are conducted or operated must be licensed
and controlled so as to better protect the public health, safety, morals, good order and welfare of its inhabitants. Any license, registration,
finding of suitability, or approval by the Commission is deemed to be a revocable privilege and no person holding such a license, registration,
finding of suitability, or approval is deemed to have any vested rights therein.

 An
application for a state gaming license or any other affirmative Commission action is seeking the granting of a privilege and the burden
of proving his qualification to receive any license, registration, finding of suitability or approval, is at all times on the applicant.
The applicant must document compliance with all applicable federal, state and local rules, regulations and permit requirements. An applicant
must accept any risk of adverse publicity, embarrassment, criticism, or other action, or financial loss which may result from action
with respect to an application and expressly waive any claim for damages as a result thereof. An application for a license, finding of
suitability, or registrations constitutes a request to the Executive Director for a recommendation and to the Commission for a decision
upon the applicant's general suitability, character, integrity, and ability to participate or engage in, or be associated with,
the gaming industry in the manner or position sought by the application, or the manner or position generally similar thereto.

 Certain
Commission Considerations for Licensing

 The
Commission will consider various factors when deciding whether to issue a license to conduct gaming in an establishment, including but
not limited to, the following: revenue provided by a facility to the state and local communities through direct taxation on its operation
and indirect revenues from tourism, ancillary businesses, creation of new industry and taxes on employees and patrons. It will consider
whether the proposed establishment is: economically viable and properly financed, planned in a manner that provides for adequate security
for all aspects of its operation and for people working, visiting, or traveling to the establishment; planned in a manner which promotes
efficient and safe operation; is planned in a manner that provides efficient, safe, and enjoyable use by patrons of the establishment
and parking facilities, concessions, the casino, access to cashier windows and rest rooms; compliance with state and federal laws regarding
fire, health, construction, zoning, and other similar matters; whether the applicant will employ the persons necessary to operate the
establishment in a manner consistent with the needs, safety, and interests of persons who will be in the establishment; the population
of the area to be served by the establishment and the location of other establishments within and without the state. The Commission will
consider the character and reputation of all persons identified with ownership and operation of the establishment and their capability
to comply with rules of the Commission and the Mississippi Code; whether the proposed operation will maximize development; whether it
is beneficial to Mississippi tourism, the number and quality of employment opportunities for Mississippians created and promoted by the
proposed operation, and the amount and type of shore developments associated with the establishment.

 A
license which authorizes a holder to operate a gaming establishment is granted for no longer than three years from the date of issue
and may be granted for a period of less than three years based within the discretion of the Commission.

Licenses

 Neither
the Company nor any of its subsidiaries has a license to operate a casino in Mississippi or in any other jurisdiction. Gaming licenses
require the periodic payment of fees and taxes and are not transferable except in accordance with applicable Mississippi law and regulations
and with the prior approval of the Commission. Gaming licenses in Mississippi are issued for a maximum term of three years and must be
renewed periodically thereafter. There can be no assurance that the Company or any of its subsidiaries will be licensed. There can be
no assurance that if licensed, new licenses can be obtained at the end of any particular licensure period. Moreover, the Commission may,
at any time, and for any cause it deems reasonable, revoke, suspend, condition or limit a license or approval to own shares of stock
in a company that operates in Mississippi. The Mississippi Act also requires that a publicly traded company register under the Act. The
Company and/or its subsidiaries will be required to periodically submit detailed financial, operating and other reports to the Commission
and Mississippi State Tax Commission. A violation under a gaming license held by a subsidiary of a Company operating in Mississippi could
be deemed a violation of all other licenses, if any, then held by the Company. Numerous transactions, including substantially all loans,
leases, sales of securities and similar financing transactions entered into by any subsidiary of the Company operating a casino in Mississippi
must be reported to or approved by the Commission. In addition, the Commission may, at its discretion, require additional information
about the operations of the Company.

Vitale, President and Chief Executive Officer of the Company, though not currently licensed, previously held a gaming license in Colorado.

 Finding
of Suitability

 The
following persons must apply for a finding of suitability and must be found suitable by the Commission in order to be involved with a
licensee: i) each person who serves as Chairman of the Board of Directors of any corporation, public or private, licensed or registered
by the Commission; and ii) each person who has a vote on any issue before the Board of Directors of any corporation, public or private,
licensed or registered by the Commission and who is also an employee of the corporation or any of its subsidiaries. In addition, the
following persons shall apply for a finding of suitability: i) each person who serves as Chairman of the audit or compliance committee
of any corporation, public or private, licensed or registered by the Commission, and ii) any executive, employee, or agent of a gaming
licensee that the Commission determines as having the power to exercise a significant influence over decisions concerning any part of
the operation of a gaming licensee. If the nature of the job changes from that for which the applicant is found suitable, he may be required
to submit himself to a new determination of her or his suitability.

 The
Commission can require any employee to be found suitable if it finds that the public interest and policies set forth in the Act
will be served thereby. The Commission is not restricted by job titles, but will consider the functions and responsibilities of the person,
including but not limited to, persons acting in the capacity of a property level general manager, assistant general manager, or executive
level personnel actively and directly engaged in the administration or supervision of the activities of a licensee. Any executive, employee
or agent of a gaming licensee who is listed or should be listed in an annual employee report may be required to apply for a finding of
suitability.

 A
finding of suitability is granted for a period of no longer than ten years from the date of issue. A finding of suitability may be granted
for a period of less than ten years within the discretion of the Commission. A holder of a finding of suitability must file with the
Investigations Division of the Commission by June 30th of each year, the "Investigations Division Annual Report," providing
all information requested on forms provided by the Commission and any other information requested by the Executive Director. A holder
of a finding of suitability must immediately inform the Commission of any arrest or conviction.

 The
Commission has full and absolute power and authority, at any time, to deny any application or limit, condition, restrict, revoke, or
suspend any license, registration, finding of suitability or approval, or fine any person licensed, registered, found suitable or approved,
for any cause deemed reasonable by the commission. The Commission has the power, at any time, to investigate and require the finding
of suitability of any record or beneficial stockholder of the Company. The Act requires that each person who, individually or in association
with others, acquires, directly or indirectly, beneficial ownership of more than 5% of any class of voting securities of a publicly traded
corporation registered with the Mississippi Gaming Commission, must notify the Mississippi Gaming Commission of this acquisition. The
Act also requires that each person who, individually or in association with others acquires, directly or indirectly, beneficial ownership
of more than 10% of any class of voting securities of a publicly traded corporation registered with the Commission must be found suitable
by the Mississippi Gaming Commission and pay the costs and fees that the Commission incurs in conducting the investigation. Any person
who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered to do so by the Commission
may be found unsuitable. Any person found unsuitable and who holds, directly or indirectly, any beneficial ownership of the Company's
securities beyond such time as the Commission prescribes, may be guilty of a misdemeanor.

 The
Company may be required to disclose to the Commission upon request, the identities of holders of any debt or other securities. Under
the Act, the Commission may, in its discretion, (1) require holders of debt securities of registered corporations to file applications;
(2) investigate such holders; and (3) require the holders to be found suitable to own such securities.

 The
Mississippi regulations provide that a change in control of a Company may not occur without the prior approval of the Commission. Mississippi
law prohibits the Company from making a public offering of its securities without the approval of the Commission if any part of the proceeds
of the offering is to be used to finance the construction, acquisition or operation of gaming facilities in Mississippi or to retire
or extend obligations incurred for one or more such purposes. The Commission has the authority to grant continuous approval of securities
offerings subject to renewal every three years by certain issuers.

 Employees
associated with gaming in Mississippi must obtain work permits that are subject to immediate suspension under certain circumstances.
The Commission will refuse to issue a work permit to a person who has been convicted of a felony, committed certain misdemeanors or knowingly
violated the Mississippi Gaming Control Act, and it may refuse to issue a work permit to a gaming employee for any other reasonable cause.

 The
Company believes there may be persons with prior felony convictions, who are affiliated with certain shareholders, who beneficially own
in excess of 5% of a class of voting stock of the Company, who may be found unsuitable by the Mississippi Gaming Commission. Article
X of the Company's Articles of Incorporation, as amended, provides that the "Company may repurchase or redeem shares, at
fair market value, held by any person or entity whose status as a shareholder, in the opinion of the Company's Board of Directors,
jeopardizes the approval, continued existence, or renewal by any gaming regulatory authority, of a contract to manage gaming operations,
or any other tribal, federal or state license or franchise held by the Company or any of its subsidiaries." However, there can
be no assurance the Company would have sufficient funds to purchase shares held by such a person or entity. In the event the Company
was unable to purchase such shares, its ability to obtain a license could be materially and adversely affected.

 License
Fees and Taxes

 License
fees and taxes are payable to the State of Mississippi and to the counties and cities in which the Mississippi Gaming Subsidiary's
respective operations will be conducted. The license fee payable to the State of Mississippi is based upon "gaming receipts,"
which are generally defined as gross receipts less payouts to customers as winnings. The license fee equals 4% of all gross revenue which
does not exceed the first $50,000 or less of gross revenue per calendar month;, plus 6% of all gross revenue which exceeds $50,000 per
calendar month and does not exceed $134,000 per calendar month; and the next $84,000 of gross revenue per calendar month, plus 8% of
all gross revenue which exceeds over $134,000 per calendar month. License fees paid in any taxable year are allowed as a credit against
the Mississippi State Income tax liability of a licensee for that taxable year.

 A
licensee must pay an annual license fee of $5,000. In addition, each licensee must pay a license fee based on the number of games it
operates. If it operates over 35 games, the fee is equal to $81,200 plus $100 for each game over 35 games. In addition to state gaming
license fees or taxes, a municipality or county may impose a gross revenue fee upon a licensee based on all gaming receipts derived from
the establishment equal to approximately 4%. An additional license tax may apply to gaming devices.

 As
there were no operations in 2023, the Company was not required to make any license or tax payments and does not owe any fees as of December
31, 2023.

 Beer,
Wine and Liquor Licensing

 The
sale of alcoholic beverages by casinos, including beer and wine, is subject to licensing, regulation and control by both the local jurisdiction
and the Alcoholic Beverage Control Division (the "ABC") of the Mississippi Department of Revenue. All licenses are revocable
and non-transferable. The ABC has full power to limit, condition, suspend or revoke any license, and any disciplinary action could, and
revocation would, have a material adverse impact upon the operations of an affected casino, its financial condition and its results of
operations.

 Extensive
Non-Gaming Laws and Regulations

 In
addition to the foregoing, the Company and/or its subsidiaries will be subject to additional federal, state, county and city, safety,
food, alcohol, health, employment, and other laws, rules, regulations and ordinances that apply to non-gaming businesses generally. In
addition, Regulations adopted by the Financial Crimes Enforcement Network of the U.S. Treasury Department require currency transactions
in excess of $10,000 occurring within a gaming day to be reported, including identification of the patron by name and social security
number. Substantial penalties can be imposed for failure to comply with these and numerous other regulations. The foregoing is just one
example of the pervasiveness of the non-gaming laws, rules, regulations and ordinances that would apply to a casino operator.

 Competition

 There
is intense competition in the Mississippi market in which the Company intends to operate and in surrounding markets. The Company will
compete directly with other existing gaming facilities located in Mississippi and in bordering states, including Louisiana. In addition,
there may be additional casinos opening on the Gulf Coast of Mississippi or in Louisiana. The Company will also be competing directly
and indirectly, with gaming facilities throughout the United States and throughout the world, as well as with Native American gaming
operations which enjoy certain tax advantages. The Company expects competition to increase as new gaming operators enter these markets,
existing competitors expand their operations, gaming activities expand in existing jurisdictions, gaming is legalized in new jurisdictions,
and legalized gaming expands on the internet. Assuming it is successful in developing a destination casino resort, the Company will also
be competing with other forms of gaming and entertainment, including but not limited to, bingo, online gambling, pull tab games, card
parlors, sports-book operations, pari-mutuel betting, dog racing, lotteries, jai-alai, video lottery terminals, and video poker terminals.

 Sports
Betting

 There
are twenty-six operating casinos in Mississippi. These casinos are grouped into three regions: the Coastal Region, Northern Region and
Central Region.

 On August 1, 2018, Mississippi legalized single game sports betting. As
of December 31, 2023, all twenty-six of the Mississippi casinos had sports wagering.

 The
Diamondhead Property is located in the Coastal Region. There are twelve casinos in the Coastal Region. Of these, five casinos have
less than 40,000 square feet of gaming space; three casinos have between 50,000 and 60,000 square feet of gaming space, one casino
has between 60,000 and 65,000 square feet of gaming space; and two casinos have between 80,000 and 85,000 square feet of gaming
space. The largest casino floor has 117,500 square feet of gaming space. The Company expects to have a minimum of 100,000 square
feet of gaming space inasmuch as it expects to have a sports-betting facility.

 The
following chart identifies casinos which are located in Mississippi and with which the Company will compete. Except for distances, the
information contained in the chart is derived from the Mississippi Gaming Commission's Monthly Survey Information (Property Data)
for the period December 1, 2023 to December 31, 2023.

 Approximate

 Distance
 to

 Slot

 Table

 Poker

 Hotel

 Total

 Diamondhead

 REGION

 Sq.
 Ft

 Games

 Games

 Games

 Rooms

 Parking

 (in
 miles)

 COASTAL
 REGION

 Beau
 Rivage Casino

 84,858

 1,318

 1,740

 3,320

 Boomtown

 39,534

 1,490

 Golden
 Nugget

 56,033

 1,345

 Hard
 Rock Casino

 51,374

 2,332

 Harrah's
 Gulf Coast

 37,208

 2,705

 IP
 Casino Resort Spa

 81,733

 1,135

 1,088

 3,400

 Palace

 38,000

 1,590

 Treasure
 Bay Casino

 28,140

 1,469

 Island
 View Casino

 117,500

 2,427

 4,150

 Hollywood

 56,300

 1,700

 Silver
 Slipper Casino

 38,926

 1,057

 Scarlet
 Pearl

 60,445

 2,333

 Region
 Totals

 690,051

 11,627

 6,642

 26,891

 NORTHERN
 REGION

 1st
 Jackpot Casino Tunica

 46,535

 1,699

 Fitzgerald's
 Casino Tunica

 38,457

 1,795

 Gold
 Strike Casino Resort

 50,000

 1,107

 1,109

 2,412

 Hollywood
 Casino- Tunica

 55,000

 1,801

 Horseshoe
 Casino and Hotel

 63,000

 6,040

 Isle
 of Capri-Lula

 59,335

 1,500

 Sam's
 Town- Tunica

 44,020

 4,308

 Region
 Totals

 356,347

 5,506

 3,114

 19,555

 CENTRAL
 REGION

 Ameristar
 Casino Hotel

 72,210

 3,063

 Harlow's
 Casino Resort

 33,415

 1,500

 Bally's
 Vicksburg

 32,608

 1,063

 Magnolia
 Bluffs Casino

 16,032

 Riverwalk

 25,000

 Trop
 Casino Greenville

 22,822

 Water
 View Casino & Hotel

 37,130

 Region
 Totals

 239,217

 4,188

 8,166

 STATE
 TOTALS

 1,285,615

 21,321

 10,436

 54,612

 Louisiana
Competition

 The
Company believes that its greatest competition will come from any existing and any new casinos that might be constructed in or around
Diamondhead, Bay St. Louis, Gulfport and Biloxi, Mississippi due to their close proximity to the Diamondhead Property. While the Company's
primary competition is expected to come from the foregoing, the Company's Diamondhead, Mississippi casino will also compete with
casinos and other gaming located in the adjacent State of Louisiana. The following information is based, in large part, on the 2023 Louisiana
Gaming Control Board 27th Annual Report to the Louisiana State Legislature for the fiscal year July 1, 2021 through June 30, 2022, which is the latest available report for Louisiana and
the American Gaming Association's State of the States 2023 report.

 The
Louisiana fiscal year ended June 30, 2022, with adjusted gross gaming revenue of $1,808,444,803, an increase of $188,222,255 from the
previous year. Gaming revenue to the State was $764,951,279 for FY 2021-2022, an increase of $74,581,818 from the previous fiscal year.

 Land-Based
Casinos

 Louisiana
has four land-based casinos. Three of the land-based casinos in Louisiana are Indian casinos, which are located in Marksville in central
Louisiana and in Kinder and Charenton in southern Louisiana. These are not expected to represent significant competition because of their
distance from the Diamondhead site. None of the three tribes are required to pay any fees directly to the state nor can they be required
to provide the Louisiana Gaming Control Board with any financial figures, although the Chitimacha Tribe in Charenton provides information
voluntarily. All of these tribes make contributions to the local governments in their respective locations. There is a fourth land-based
casino in downtown New Orleans, Harrah's Casino, which would compete with the Company's Diamondhead Casino.

 Harrah's
Casino New Orleans

 Harrah's
Casino in New Orleans is approximately one hour by car from the Diamondhead site. Significant competition is expected to come from this
land-based casino. Harrah's generated gross gaming revenue of $228,270,627 in FY 2021-2022, an increase of $15,081,929 from the
prior fiscal year. Harrah's employs approximately 1,916 individuals. Harrah's pays a 21.45 percent tax on gaming revenue
or an annual tax of $60 million, whichever is greater. The casino must also remit rent and other payments to local authorities as established
under its operating contract.

 Riverboat
Casinos

 There
are fifteen riverboat casinos authorized to operate in Louisiana. There are six riverboat casinos in the Shreveport-Bossier City area,
which is about 360 miles from the Diamondhead Property; three in Lake Charles, which is approximately 246 miles from the Diamondhead
Property; three in East Baton Rouge Parish, which is approximately 123 miles from the Diamondhead Property; and one each in Kenner, Harvey
and Amelia, which are approximately 73, 71, and 139 miles, respectively, from the Diamondhead Property. These riverboat casinos employ
8,787 individuals and, in FY 2021-2022, contributed $388,815,633 in net revenue to the state. Adjusted gross revenue increased in Lake
Charles, Baton Rouge, Shreveport/Bossier and New Orleans. Three of these riverboat casinos are moving onto land. Under a state law signed
in 2018, Louisiana riverboat casinos can move out of water as long as they remain within 1,200 feet of their existing berths and demonstrate
economic development.

 In
fiscal year 2021-2022, the riverboat casinos had adjusted gross gaming revenue of $1,620,224,847 an increase of $26,403,701 from the
prior fiscal year and paid $125,507,395 in fees to the state. Louisiana riverboats pay a maximum effective gaming tax rate of 27.5 percent,
comprised of a state gaming tax of 21.5 percent of revenue plus additional local taxes which vary according to location.

 The
Shreveport-Bossier City market had adjusted gross gaming revenue of $583,755,319 for FY 2021-2022, an increase of $26,403,701 over the
prior fiscal year and paid $125,507,395 to the state. The Lake Charles market had adjusted gross gaming revenue of $684,272,954, an increase
of $100,587,419 over the prior fiscal year and paid $147,118,685 to the state. The riverboat casinos in Kenner, Harvey and Amelia had
adjusted gross gaming revenue of $271,084,593, an increase of $33,950,167 over the prior fiscal year and paid $58,283,187 to the state.
The riverboat casinos in East Baton Rouge Parish had adjusted gross gaming revenue of $269,331,937, an increase of $27,278,669 over the
prior fiscal year and paid $57,906,366 to the state.

 Video
Poker

 As
of June 30, 2022, there were approximately 1,433 video poker outlets and 12,143 video poker devices in the 31 parishes in Louisiana where
video poker gaming had been approved in the local option election of November 5, 1996. These machines are authorized in bars, restaurants,
hotels, off-track betting parlors and truck stops. Franchise fees to the state from video poker amounted to $250,575,185 for FY 2021-2022,
an increase of $17,323,091from the prior fiscal year.

 Racetrack

 Slot
machine gaming is authorized at four live racing facilities in Louisiana. These slot machines generated $329,876,353, in adjusted gross
gaming revenue for fiscal year 2021-2022, an increase of $8,389,738 from the prior fiscal year and paid $50,042,243 to the state. There
were approximately 1,247 individuals employed at the racing facilities. Racino revenue is taxed at an effective tax rate of about 36
percent. This consists of an 18 percent contribution to the Louisiana horse racing industry taken off the top, with the remaining revenue
subject to a state tax of 18.5 percent and local taxes of 4 percent.

 Sports
Betting

 On
June 10, 2021, the Louisiana State Legislature approved legislation establishing a licensing framework for retail and online sports betting
in the fifty-five of sixty-four Louisiana parishes that voted to authorize sports betting in a November 2020 election.

 Fantasy
Sports went live in July 2021. Louisiana levies a tax of 8% upon the net revenues of fantasy sports contests offered to consumers within
the state. From July 2021 through June 2022, the Gross Fantasy Sports Contest Revenues were $20,089,294, net revenue was $2,176,486 and
$174,119 was paid in tax.

 Retail
Sports Wagering went live in October 2021. From November of 2021 through June of 2022, there were $240,480,752 wagers written. The net
proceeds were $22,941,014 and $2,383,517 was paid in tax. The win percentage was 9.5%.

 Mobile
sports wagering went live in January 2022. From January of 2022 through June of 2022, there were $899,637,922 wagers written. The net
proceeds were $72,486,268 and $11,652,756 was paid in tax.

 Louisiana
levies a 10% tax upon the net gaming proceeds from sports wagering conducted onsite at a licensed sports wagering establishment. Any
sports wagering conducted through mobile application or a website on the premises of a licensed sports wagering establishment is taxed
at a 15% rate.

 The
cumulative effect of the above-described gaming activity could be seen as having a significant competitive effect on the Diamondhead
project.

 ITEM
1A. RISK FACTORS

 Smaller
reporting companies are not required to provide the information required by this item.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Not
applicable.

 ITEM 1C. CYBERSECURITY

 Cybersecurity is critical to preserving our documents and records and enabling us to reach our ultimate goals. Inasmuch
as we have no current operations, no customers, no contractors, no supply chains, no current revenue stream, and only one employee, we
do not face the multitude of cybersecurity threats common to most companies and most industries. We believe a cybersecurity incident would
have a minimum impact on our operations. However, common cybersecurity threats and risks make it imperative that we maintain adequate
precautions with respect to cybersecurity and, to this extent, we have industry standard security controls in place to protect our systems
and our data.

 The President oversees processes for identifying and mitigating risks, including cybersecurity risks. The Company
relies upon an outside third party security consultant for the security of its systems and relies upon third-party cybersecurity monitoring,
alerting services, training, and use of secure cloud offerings to protect data. We have redundant systems to protect our current systems.
Our outside consultant evaluates our security controls and provides overall information security strategy for the protection, detection
and response capabilities used. The current consultant has extensive information technology and program management experience and evaluates
our security with the ultimate goal of preventing cybersecurity incidents to the extent feasible.

 In the event of an incident, the President would immediately notify our outside consultant to take those steps required
for maximum recovery. The President would also apprise the Board of Directors of any cybersecurity incidents deemed to have a moderate
or higher business impact, even if immaterial to us, and would timely notify the public of any material cybersecurity incident.

 Notwithstanding our efforts, we may not be successful in preventing or mitigating a cybersecurity incident that could
have a material adverse effect on us. Nor are we insured for damages that could result from such an incident.

 ITEM
2. PROPERTIES

 Diamondhead,
Mississippi Property

 The
Company owns, through its wholly-owned subsidiary, Mississippi Gaming Corporation, an approximate 400-acre tract of unimproved land in
Diamondhead, Mississippi. The property is located at 7051 Interstate 10, Diamondhead, Mississippi 39525 (hereafter "the Diamondhead
Property" or "the Property"). The Property is located entirely within the City of Diamondhead and Hancock County. The
Property is zoned "C-2-Interstate Commercial/Gaming/Resort."

 Liens
on the Diamondhead Property

 Liens

 As
of December 31, 2023, the Company had placed twenty-one liens on the Company's Diamondhead, Mississippi Property ("the Property").
No additional liens have been filed as of the filing of this report. The liens were as follows:

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

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

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

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

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

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

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

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

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

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

 In
July 2021, the Company filed a sixteenth lien on the Property to secure a non-interest bearing note issued to the Chairman of the Board
in May 2021 which totals $50,000 in principle and calls for the issuance of 100,000 shares of common stock. The note is not convertible.
As of the issuance date of these condensed consolidated financial statements, no shares have been issued.

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

 In
November 2021, the Company filed an eighteenth lien on the Property to secure a non-interest bearing note issued in November 2021 which
totals $50,000 in principle and calls for the issuance of 100,000 shares of common stock. The note is not convertible. As of the issuance
date of these condensed consolidated financial statements, no shares have been issued.

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

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

 Residential
Lot

 In
January 2010, the Company purchased a small, residential lot located on a canal southwest of the Property near the back entrance of the
Property. The Company paid $65,000 for the lot. The purchase price was paid with 108,000 shares of common stock of the Company. The property,
which comprises less than a quarter of an acre, was acquired to permit the Company to control the appearance and approach to the back
entrance of its commercial Property. The residential lot is located at 3518 Diamondhead Drive South, Diamondhead, Mississippi 39525.

 Office
Location

 The
Company leases a furnished and equipped townhouse office from its President at 1013 Princess Street, in Alexandria, Virginia 22314, pursuant
to a Landlord/Tenant Month to Month Lease. The terms of the lease, as adjusted for square footage and certain other applicable differences,
were based on the terms of the last lease signed by the Company with an unrelated third party for unfurnished office space leased in
Largo, Florida. The Company pays a base rent in the amount of $4,534 per month for approximately 2,473 square feet of commercial space,
in addition to any and all expenses relating to the property, including property taxes, property insurance, telephone, electric, water
and cable. The Company's executive office and all of its active files are located in this office.

 ITEM
3. LEGAL PROCEEDINGS

 CASE
SETTLED

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

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

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

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

 On September 1, 2023, Cooperative Energy filed a Motion to Approve Settlement, an Amended Statement of Values and a
Notice of Hearing for September 11, 2023. Cooperative Energy served all interested parties, including all persons or entities
holding liens on the Diamondhead Property, as defendants in the case. On September 26, 2023, the Court entered an Order Granting
Plaintiff Right of Immediate Title and Possession. On October 17, 2023, the Court entered an Order Approving Settlement in the
amount of $1,000,000 and entered an Order Approving Disbursement of Funds to MGC. On October 20, 2023, MGC received $845,378 as part
of the settlement amount. The parties are working on the wording of the two easements: a Cooperative Energy Right-Of-Way Easement
and an Access Road Easement. Once the easements are finalized and signed, Cooperative Energy will pay MGC the remaining amount due of approximately
$155,000,

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

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

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

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

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

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 Part
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Price

 The
Company's common stock is traded on the Over the Counter Market. The market price of the Company's common stock is highly
volatile. A lack of liquidity in the stock, announcements by the Company, its competitors, the industry, or other casino-related, gaming-related,
economy-related, or various other announcements, can lead to wide swings in the market price of the Common Stock.

 As
of December 31, 2023, there were 768 registered holders of record of the Common Stock of the Company.

 Dividends
on Common Stock

 We
have never paid any cash dividends on our Common Stock and do not anticipate paying any cash dividends on our Common Stock in the foreseeable
future. We intend to retain future earnings, if any, to fund operations and promote our business strategy. Any future determination to
pay cash dividends on our Common Stock will be at the discretion of our Board of Directors and will be dependent upon our financial condition,
results of operations, if any, capital requirements and such other factors as the Board of Directors deems relevant.

 Equity
Compensation Plans

 Plan
Stock Options

 On
December 19, 1988, the Company adopted a stock option plan (the "Plan") for its officers and management personnel under which
options could be granted to purchase up to 1,000,000 shares of the Company's common stock. Accordingly, the Company reserved 1,000,000
shares for issuance under the Plan. The option price may not be less than 100% of the market value of the shares on the date of the grant.
The options expire within ten years from the date of grant. At December 31, 2023, no options from this plan were issued or exercised.

 Non-Plan
Stock Options

 The
Company has, from time to time, awarded non-plan stock options to its Directors, Officers and key employees. On December 12, 2023, the Board of Directors voted to extend the outstanding options from December 31, 2023 to December
31, 2025. As a result of the modification to the options, the Company recorded an additional $546,400 in stock-based compensation expense
for the year ended December 31, 2023.

 The table below summarizes
the status of all non-plan options currently outstanding issued to Company Directors, Officers, and former Officers and employees of
the Company.

 Weighted
 Average
 Exercise
 Price

 Outstanding
 as of January 1, 2022

 $
 0.41

 Granted

 -

 -

 Exercised

 -

 -

 Expired

 -

 -

 Forfeited

 -

 -

 Outstanding
 as of December 31, 2022

 $
 0.41

 Granted

 -

 -

 Exercised

 -

 -

 Forfeited

 -

 -

 Outstanding
 as of December 31, 2023

 $
 0.41

 Exercisable
 as of December 31, 2022

 $
 0.41

 Exercisable
 as of December 31, 2023

 $
 0.41

 Employee
Stock Ownership Plan

 The
Company's employee stock ownership plan (ESOP) is intended to be a qualified retirement plan and an employee stock ownership plan.
All employees having one year of service are eligible to participate in the ESOP. The ESOP is funded by two 8% promissory notes issued
by the Company. The shares of common stock are pledged to the Company as security for the loans. The promissory notes are payable from
the proceeds of annual contributions made by the Company to the ESOP. In the event that the Company elects not to make a Plan contribution
in any given year, the corresponding shares applicable to that year are released from the Trust to the Company in consideration of that
years' note payment. In January 2001, the Plan and accompanying promissory notes were amended to conform to the Company's
current employment structure, by extending the note repayment terms through 2044.

 In
2011, the Company decided to temporarily suspend contributions to the Plan. Therefore the Trust was unable to make its annual loan payment
to the company and a loan default occurred. In accordance with the Pledge Agreement between the Company and the Trust, the shares attached
to the loan payments subsequent to the 2010 contribution reverted back to the Company as treasury shares. In 2023, 79,545 shares, with
a market value of $16,704, reverted back to the Company. In 2022, 79,545 shares, with a market value of $30,227, reverted back to the
Company treasury.

 Recent
Sales of Equity Securities

 None.

 Repurchase
of Equity Securities

 None.

 ITEM
6. RESERVED

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 This
section should be read together with the consolidated financial statements and related notes thereto, for the years ended December 31,
2023 and 2022, attached as Exhibit 99.1 to this report.

 Liquidity,
Capital Resources, and Financial Results

 Overview

 The
Company's intent was and is to construct a casino resort and other amenities on the Diamondhead, Mississippi Property, unilaterally,
or in conjunction with one or more joint venture partners. However, the Company has been unable to date, to obtain financing to move
the project forward and/or enter into a joint venture partnership. Due to its lack of financial resources, the Company has been forced
to explore other alternatives, including a sale of part or all of the Property. The Company's preference is to sell only part of
the Property inasmuch as this would appear to be in the best interest of the stockholders of the Company. However, there can be no assurance
the Company will be able to sell all or part of the Property. The Company intends to continue to pursue a joint venture partnership and/or
other financing while seeking a viable purchaser for all or part of the Property.

 Liquidity

 The
Company has incurred continued losses over the years and certain conditions raise substantial doubt about the Company's ability
to continue as a going concern. The Company has had no operations since it ended its gambling cruise ship operations in 2000. Since that
time, the Company has concentrated its efforts on the development of its Diamondhead, Mississippi Property. The development of the Diamondhead
Property is dependent on obtaining the necessary capital, through equity and/or debt financing, unilaterally, or in conjunction with
one or more partners, to master plan, design, obtain permits for, construct, staff, open, and operate a casino resort. In the past, the
Company has been able to sustain itself through various short term borrowings, however, as of as of December 31, 2023, the Company had
cash of $426,124, while accounts payable and accrued expenses totaled $13,587,711 and the Company had an accumulated deficit of $46,862,802.
Therefore, in order to sustain itself, it is imperative that the Company secure a source of funds to provide further working capital
as the Company does not have sufficient cash on hand.

 Management
of the Company believes it will be difficult to secure suitable financing that would allow it to continue to pursue ultimate development
of the Property. Therefore, on December 14, 2023, the Company entered into a non-exclusive,
success-based agreement with an unrelated third
party to seek a buyer for all or part of the Property or, alternatively, to seek a joint venture partner for the project.

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

 Financial
Results and Analysis

 As
reflected in the accompanying consolidated financial statements, the Company recorded a net loss applicable to common shareholders of
$1,511,427 for the year ending December 31, 2023 and a net loss applicable to common shareholders of $1,957,305 for the year ending December
31, 2022. The Company expects continued losses for the foreseeable future. General and administrative expenses incurred totaled $736,680
and $929,236 for the years ending December 31, 2023 and 2022, respectively. The table below depicts the major categories comprising those
expenses:

 December
 31,

 December
 31,

 2023

 2022

 Payroll and
 Related Taxes

 $

 $

 Director Fees

 90,000

 90,000

 Professional Services

 102,763

 281,962

 Rents and Insurances

 88,098

 85,145

 Fines and Penalties

 133,900

 132,275

 All
 Other Expenses

 21,919

 39,854

 Total
 General and Administrative Expenses

 $
 736,680

 $
 929,236

 The
amount reported as payroll includes amounts not actually paid to employees, but accrued and payable to employees. The Company accrued
salary payable to only one employee in 2023, the President and CEO of the Registrant, who also served as a Director, Chief Financial
Officer, Treasurer and Secretary of the Registrant and held various positions in the Registrant's subsidiaries.

 Professional fees decreased in 2023 compared to 2022. In 2022, substantial
legal fees of $175,000 were incurred as part of an amended settlement agreement in the case involving certain Debentures.

 The
Company recorded stock-based compensation expense of $546,400 and $11,480 for the years ended December 31, 2023 and 2022,
respectively.

 Other
Income and Expense

 Interest
expense (amortization of debt discount is shown as part of interest expense) incurred totaled $815,879 and $855,019 for the years
ended December 31, 2023 and 2022, respectively, a decrease of $39,140. The decrease in 2023
was primarily attributable to lower amortization of debt discount compared to 2022 as the Company issued fewer new notes in 2023 than in 2022 and had less notes outstanding.

 In
2023, the Company recorded gain on the condemnation of land of $757,107.

 Off-Balance
Sheet Arrangements

 Management
Agreement

 On
June 19, 1993, two subsidiaries of the Company, Casino World Inc. and Mississippi Gaming Corporation, entered into a Management Agreement
with Casinos Austria Maritime Corporation (CAMC). Subject to certain conditions, under the Management Agreement, CAMC would operate,
on an exclusive basis, all of the Company's proposed dockside gaming casinos in the State of Mississippi, including any operation
fifty percent (50%) or more of which is owned by the Company or its affiliates. Unless terminated earlier pursuant to the provisions
of the Agreement, the Agreement terminates five years from the first day of actual Mississippi gaming operations and provides for the
payment of an annual operational term management fee of 1.2% of all gross gaming revenues between zero and $100,000,000; plus 0.75% of
gross gaming revenue between $100,000,000 and $140,000,000; plus 0.5% of gross gaming revenue above $140,000,000; plus two percent of
the net gaming revenue between zero and $25,000,000; plus three percent of the net gaming revenue above twenty-five million dollars $25,000,000.
The Company believes this Agreement is no longer in effect. However, there can be no assurance that CAMC will not attempt to maintain
otherwise which would lead to litigation.

 Brokerage
Agreement

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

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

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

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

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

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

 Related
Party

 In
July, 2017, the Chairman of the Board paid $67,628 for all property taxes due, together with all interest due thereon, to Hancock County,
Mississippi for an approximate 400-acre tract of land ("the Diamondhead Property"), owned by Mississippi Gaming Corporation,
a wholly-owned subsidiary of the Company. In 2018, the Chairman advanced additional funds totaling $205,250 to the Company. In 2019,
the Chairman advanced additional funds totaling $125,396 to the Company. In 2020, the Chairman advanced additional funds totaling $69,679
to the Company. The conditions of the notes under which the Chairman agreed to make the foregoing payments and advances are discussed
in full detail in Note 7 and 8 of attached consolidated financial statements.

 Of
particular note to those conditions is item (v) which calls for the Chairman to be indemnified for any loss sustained on the sale of
certain common stock sold to cover the property taxes paid. The Chairman has identified the common stock sold and has provided the Company
with the documentation required to document the sale of said stock and to calculate the contingent future loss, if any, on said stock.
Had the Company paid the note in full at December 31, 2021 in addition to the principal and interest due, the Company would not have
been liable for any additional funds to indemnify the Chairman pursuant to the terms of the notes. On
February 4, 2022, the Board of Directors entered into an agreement with the Chairman to issue 35,000 shares of common stock of the Company
to the Chairman to repurchase the indemnification. This repurchase eliminates any risk to the Company arising from the indemnification
which could have been material. During the years ended December 31, 2023 and 2022, the Company record ed stock-based compensation of $0
for the fair value for these shares, which have not yet been issued as of the issuance date of the attached consolidated financial statements.

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

 Critical
Accounting Estimates

 Impairment
of Long-Lived Assets

 The
Company reviews long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be
recoverable. The recoverability of long-lived assets is measured by comparing the carrying amount of the assets to the estimated undiscounted
future cash flows projected to be generated by the assets. If such assets are considered impaired, the impairment to be recognized is
measured by the amount the carrying value exceeds the fair value of such assets determined by appraisal, discounted cash flow projections,
or other means.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Disclosure
under this item is not required for smaller reporting companies.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The
consolidated financial statements for the years ended December 31, 2023 and 2022 are attached to this report as Exhibit 99.1.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Disclosure
Controls and Procedures

 In
connection with the preparation of this Annual Report on Form 10-K, our management, with the participation of the Chief Executive Officer/Chief
Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures
as of December 31, 2023. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are
controls and other procedures that are designed to ensure that the information that we are required to disclose in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC Rules
and Forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer/Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on the results of this evaluation, the Chief
Executive Officer/Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable
assurance level as of December 31, 2023. See below for management's report.

 Management's
Report on Internal Control Over Financial Reporting

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

 The
Chief Executive Officer/Chief Financial Officer conducted, under the supervision of our principal executive officer and principal financial
officer, an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control
– Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred
to as the "COSO" criteria. Based on this evaluation, the Chief Executive Officer/Chief Financial Officer concluded that material
weaknesses over financial reporting existed as of December 31, 2023. Management identified the following two material weaknesses that
have caused management to conclude that, as of December 31, 2023, our disclosure controls and procedures, and our internal control over
financial reporting, were not effective at the reasonable assurance level:

 1.

 We
 do not have sufficient segregation of duties within accounting functions.

 2.

 We
 have not been timely in our financial reporting functions. Management has not developed and effectively communicated its accounting
 policies and procedures. This has resulted in inconsistent practices with regards to complex accounting transactions.

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

 As
a result of the material weaknesses identified above, our internal control over financial reporting was not effective as of December
31, 2023. The Company has initiated a plan to address the above weakness. While segregation of duties is very difficult in a small
company with only one employee, the Company intends to utilize third-party consultants to ensure effective financial reporting and disclosures are
met.

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

 This
Annual Report does not include an attestation report of the Company's independent registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject to attestation by the Company's independent registered
public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only Management's
report in this annual report.

 Changes
in Internal Control Over Financial Reporting

 No
change in our internal control over financial reporting occurred during the fourth quarter of the year ending December 31, 2023 that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 None.

 I TEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS

 None.

 Part
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Officers
of the Company are appointed annually by the Board of Directors to hold office until an officer's successor has been duly appointed
and qualified, unless an officer dies, resigns, is replaced, or is removed by the Board of Directors. Directors are elected to serve
until the next Annual Meeting of Stockholders and until their successors are elected and qualified. A majority of directors constitutes
a quorum of the Board of Directors for the transaction of business. The directors must be present at a meeting, in person or telephonically,
to constitute a quorum. Any action required or permitted to be taken by the Board of Directors individually or collectively may be taken
without a meeting if all members of the Board of Directors consent, in writing, to the action.

 Officers
 and Directors

 Age

 Position(s)

 Director,
 President, Secretary, Treasurer and Chief Financial Officer

 Martin
 Blount

 Benjamin
 J. Harrell

 Director,
 Vice-President

 A. Harrison

 Chairman
 of the Board of Diamondhead Casino Corporation, Vice-President

 Robert
 S. Crow III

 Daniel
 G. Burstyn

 Background
of Current Executive Officer and Directors

A. Vitale has served as President, Chief Executive Officer and Treasurer of the Company since February 1998, as Chief Financial Officer
of the Company since September 2011, and as Chairman of the Board of the Company from March 1995 through March 31, 2014. Ms. Vitale served
as Secretary of the Company from November 1994 until July 2002, and as Interim Secretary from January 11, 2012 until appointed Secretary
again on January 29, 2015. As President and CEO, Ms. Vitale was responsible for all phases of the day-to-day operations of four casino
ships sailing out of three Florida ports into international waters and for the management and supervision of approximately 400 casino,
marine and land-based employees. She has been a Director of the Company since December 1992. On February 14, 1997, Ms. Vitale was appointed
Chairman of the Board of Directors of Casino World, Inc. and Chairman of the Board of Directors of Mississippi Gaming Corporation, each
a subsidiary of the Company. On September 2, 1997, Ms. Vitale was appointed President of Casino World, Inc. and Mississippi Gaming Corporation.
On March 31, 2014, Ms. Vitale stepped down as Chairman of the Board of the Company and as President and CEO of Casino World, Inc. On
June 16, 2015, Ms. Vitale was again appointed Chairman of the Board and President of Casino World, Inc. Ms. Vitale is a trial attorney
by background with over thirty-five years of experience handling complex civil litigation. Ms. Vitale is licensed to practice law in
Washington, D.C., Maryland, and Virginia. The Board believes Ms. Vitale is qualified to serve as a Director due to her experience as
President and Chief Executive Officer of the Company, her management experience in operating ship-based casinos, her knowledge of and
participation in all aspects of the Diamondhead Project, and her extensive legal background and experience.

 Martin
C. Blount has served as a Director of the Company since June 9, 2010. Since approximately 1986, Mr. Blount has been a stockbroker
and a registered investment banking representative. Since approximately April of 2013, Mr. Blount has also served as a licensed structured
settlement agent for various parties. Mr. Blount also represents professional athletes and is a certified Major League Baseball agent.
Mr. Blount is a graduate of West Virginia Wesleyan College and holds a B.A. degree in Sociology. The Board believes Mr. Blount is qualified
to serve as a director due to his prior experience as a Director of the Company and his experience in the securities and financial industry.

 Benjamin
J. Harrell has served as a Director of the Company since July 18, 2002. On June 16, 2015, Mr. Harrell was appointed a Vice President
of the Company. Mr. Harrell was the founder and served as President and CEO of Pete Fountain Productions, Inc. from 1979 until it was
acquired in 1999 by Production Group International, Inc. ("PGI"), a global event communications company, which was subsequently
acquired by TBA Global Events, LLC in 2005. Mr. Harrell managed the acquiring company's business in the New Orleans area. Mr. Harrell
currently serves as Vice President of Support Services, MC&A, Inc., a corporate event and travel company which specializes in event
solutions, corporate meetings, incentive programs and sporting events. He also served as Vice President of Pete Fountain Entertainment,
LLC, which until March 2003 operated one of the largest jazz clubs in New Orleans. From 1975 to 2016, Mr. Harrell served as personal
manager for the internationally noted jazz artist, Pete Fountain. Mr. Harrell handled all aspects of Mr. Fountain's career, including
promotion, concerts, personal appearances and commercial endorsements. From 1985 through 2003, Mr. Harrell served as President of Crescent
Sound & Light, Inc, a professional sound, lighting, video and staging company for the convention and entertainment industry. Mr.
Harrell served as a Director of the New Orleans Metropolitan Convention and Visitors Bureau from 1997 through 1999. On January 15, 2004,
Mr. Harrell was elected to the Board of Directors of Mississippi Gaming Corporation, a wholly owned subsidiary of the Company. The Board
believes Mr. Harrell is qualified to serve as a Director due to his prior experience as a Director of the Company and his extensive knowledge
of, familiarity with, and active participation in all aspects of the Diamondhead Project, including Gaming Site Approval.

A. Harrison, Ph. D., P.E. has served as a Director of the Company since February 20, 1998. On June 16, 2015, Dr. Harrison was appointed
Chairman of the Board of the Company. Dr. Harrison was appointed Vice-President of the Company on July 18, 2002. Mr. Harrison served
as Secretary of the Company from July 25, 2002 until January 2012. Dr. Harrison is a consulting forensic engineer with over fifty years
of diversified fire protection/safety/project engineering experience with NASA, DOD, NBS, NRC, ARAMCO, and Tenera, L.P. Dr. Harrison
is a professional engineer licensed in six states and, effective August 27, 2004, became a Professional Engineer licensed to practice
in the state of Mississippi. Dr. Harrison is an expert with respect to the concept of Highly Protective Risk (HPR), Factory Mutual Engineering
standards of care and HPR insurance principles and is intimately familiar with Factory Mutual Global Insurance construction requirements.
Dr. Harrison has qualified as an expert witness in various courts in fourteen states and the District of Columbia. Dr. Harrison received
a B.S. degree in Fire Protection Engineering from the University of Maryland, an M.S. degree in Civil Engineering from the University
of Maryland, an M.S. degree in Engineering Administration from George Washington University and a Ph. D. in Safety Engineering from Kennedy-Western
University. Dr. Harrison has held a top secret security clearance with the U.S. Department of Energy, the U.S. Nuclear Regulatory Commission,
and the Department of Defense. Dr. Harrison has served on the Board of Directors of Data Measurement Corporation and was an Advisory
Board member of United Bank and First Patriot National Bank. The Board believes Mr. Harrison is qualified to serve as a Director due
to his prior experience as a director on other Boards, due to his prior experience as a Director and Vice-President of the Company when
it was an operating casino entity, and due to his background and experience in construction management, structural engineering, environmental
engineering, fire protection and life safety.

 Robert
S. Crow, III has served as a Director of the Company since April 20, 2015. Mr. Crow is a licensed real estate agent with extensive
experience in contract negotiations involving real estate and mortgage banking, having closed on approximately five hundred homes. Mr.
Crow also has experience in land development, home renovations, and real estate marketing. Since approximately 1976, Mr. Crow's
sales have placed him in the top 1% of real estate agents in the United States. Since 1991, Mr. Crow has worked as an independent contractor
for RE/MAX Realty Group located in Gaithersburg, Maryland. Mr. Crow has been involved in various City projects and several zoning related
matters and has served on the Executive Committee of his neighborhood Citizen's Association. Mr. Crow has been a shareholder of
the Company for over fifteen years, is intimately familiar with the Company, its history, its former operations, and the history of the
Diamondhead Property, which he has inspected. The Board believes Mr. Crow is qualified to serve as a Director due to his extensive experience
in contract negotiations and real estate.

 Daniel
G. Burstyn was appointed to the Board of Directors May 1, 2018. Mr. Burstyn is a technology-focused entrepreneur. Mr. Burstyn has
developed his own proprietary applications as a programmer and develops web, mobile, and cryptocurrency and/or blockchain solutions for
entrepreneurs and various corporations and other entities. From approximately October of 2010 to approximately July of 2012, Mr. Burstyn
co-created an online aggregate shopping cart platform which was built, but never launched by Stashr, an entity he co-founded. From approximately
October of 2012 to February of 2014, Mr. Burstyn founded and co-developed SpaceMatch, LLC, which sought to develop an online commercial
real estate marketplace. From approximately March of 2014 to December of 2015, Mr. Burstyn acted as Chief Operating Officer of Neuromore,
LLC, a signal-processing software company where he planned and directed global business strategy and the implementation of cloud-based
SaaS revenue channels with biosensor manufacturers, research institutions and other customers. Since approximately October of 2016, Mr.
Burstyn has co-owned and operated CliqFix, LLC, a business that develops web and mobile applications as well as cutting-edge cryptocurrency,
cryptoasset, and blockchain solutions. Since January of 2018, Mr. Burstyn has owned and operated Live Rigs, LLC, a business that builds
machines for the purpose of mining cryptocurrencies. Mr. Burstyn received a B.S. degree in commerce in 2010 from the University of Virginia,
McIntire School of Commerce where he concentrated on marketing and finance.

 Committees
of the Board of Directors

 The
Securities and Exchange Commission has adopted rules to implement certain requirements of the Sarbanes-Oxley Act of 2002 pertaining to
public company audit committees. One of the rules requires a company to disclose whether it has an "audit committee financial expert"
serving on its audit committee. Based on its review of the criteria of an audit committee financial expert under the rule adopted by
the SEC, the Board of Directors does not believe that any member of the Board of Directors would be described as an audit committee financial
expert. At this time, the Board of Directors acts collectively as the Audit Committee and such efforts are coordinated by Director Martin
Blount, who, by virtue of the fact that he is not an officer or employee of the Company, is considered an independent Director.

 The
Compensation Committee is composed of two Directors: Robert S. Crow II and Martin C. Blount. The Board of Directors has determined that
all members of the Committee are independent Directors based on the general independence standards adopted by the Board.

 The
Compensation Committee has no written charter and convenes at regularly scheduled meetings of the Board of Directors. The Compensation
Committee advises and makes recommendations to the Board of Directors as to the compensation to be paid to Executive Officers of the
Company. In addition, the Compensation Committee advises and makes recommendations to the Board of Directors as to options to purchase
common stock, if any, to be awarded.

 The
Nominating Committee is composed of two Directors: Martin C. Blount and Benjamin J. Harrell. The Board of Directors has determined that
Mr. Blount is an independent Director based on the general independence standards adopted by the Board. Mr. Harrell does not meet the
general independence standards as adopted by the Board of Directors and, therefore, serves in an ex-officio capacity.

 The
Committee considers and reviews, from time to time, the appropriate size and composition of the Board and anticipates future vacancies
and needs of the Board. In evaluating possible nominees, the Board considers, among other things, the background, experience, education
and knowledge of a candidate, his familiarity with the gaming industry and related industries, his experience with publicly-traded entities,
and his integrity and judgment. The Board considers the potential contribution a candidate will bring to the backgrounds, experience,
and skills of the existing Board of Directors. The Board also considers a candidate's ability to devote sufficient time and effort
to his duties as a Director. After evaluation and review of candidates who meet the Board's criteria, the Committee considers its
then-current needs and selects the nominees that best suit those needs.

 The
Board will consider candidates recommended by stockholders, provided the names of such nominees, accompanied by relevant biographical
information, are properly submitted, in writing, to the Secretary of the Company. The nominees will be submitted to the Board of Directors
and receive the same consideration as those nominees identified by members of the Board of Directors.

 Code
of Ethics

 The
Company adopted a Code of Ethics in 2004 that applies to the principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. A copy of the Code was attached as an exhibit in a prior year's
annual report. A copy of the Code of Ethics will be made available to any shareholder, free of charge, upon written request to the Company.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more
than 10% of the Company's outstanding Common Stock, to file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership of Common Stock. These persons are required by SEC regulations to furnish the Company with copies
of all such reports they file.

 ITEM
11. EXECUTIVE COMPENSATION

Discussion and Analysis

 The
Company accrued salary payable to only one executive in 2023, the President and CEO, who also serves as a Director, Chief Financial Officer,
Treasurer and Secretary of the Registrant and who held various positions in the Registrant's subsidiaries. The Board of Directors
monitors and approves compensation paid to executives of the Company.

 Executive

 The
Board of Directors determined Ms. Vitale's base salary to be $300,000 per annum. Ms. Vitale's base salary reflects her contribution
to the Company in a myriad of corporate roles and responsibilities. The Board recognized that Ms. Vitale manages the Company's
business without the benefit of any administrative staff normally associated with the management of a publicly traded company at significant
savings to the Company. Since mid-November of 2009, the Company has, from time to time, been unable to pay Ms. Vitale the salary due
her because of a lack of funds. At December 31, 2023, Ms. Vitale was entitled to cash compensation of $3,666,996 for services
rendered from 2010 through 2023, which has accrued and is unpaid at December 31, 2023. In addition, on October 12, 2012, the Board of
Directors approved a motion to pay interest at 9% per annum on the unpaid compensation due Ms. Vitale retroactive to the outstanding
amounts due beginning in 2010 through the date of actual payment. The following table sets forth the amounts due Ms. Vitale for unpaid
salary for each of the years 2010 through 2023 and the interest due thereon. None of the accrued salary or interest has been paid to
Ms. Vitale to date.

 TOTAL

 SALARY

 SALARY

 INTEREST

 YEAR

 SALARY

 PAID

 ACCRUED

 EARNED

 2010

 $

 $
 161,538

 $
 138,462

 $
 3,221

 2011

 96,466

 203,534

 18,837

 2012

 None

 43,462

 2013

 None

 70,428

 2014

 150,000

 150,000

 91,739

 2015

 125,000

 175,000

 101,899

 2016

 None

 126,463

 2017

 None

 153,463

 2018

 None

 180,463

 2019

 None

 207,463

 2020

 None

 234,457

 2021

 None

 261,457

 2022

 None

 288,457

 2023

 None

 315,457

 $
 4,200,000

 $
 533,004

 $
 3,666,996

 $
 2,097,266

 The
following table provides information concerning the accrual of salary and other compensation of the President and Chief Executive Officer.
No salary was paid to any officer of the Company in 2023 or 2022.

 SUMMARY
COMPENSATION TABLE

 Name and

 Occupation

 Year

 (1)
 Salary

 Bonus

 Stock

 Non-Equity

 Incentive

Plan

 Nonqualified

Deferred

Earnings

 (2)

All Other

 Total

 Deborah A. Vitale

 2023

 $

 None

 None

 None

 None

 None

 $
 330,457

 $
 630,457

 President

 2022

 $

 None

 None

 None

 None

 None

 $
 303,457

 $
 603,457

 (1)

 In
 2023 and 2022, none of Ms. Vitale's salary compensation was paid to her and, therefore, the $300,000 of salary compensation
 owing to her for 2023 and 2022 will be paid to her when Company finances permit.

 (2)

 In
 2023, Ms. Vitale earned an annual Director's fee of $15,000. In addition, in 2023, Ms. Vitale earned interest in the amount
 of $315,457 on the portion of her unpaid salary for the years 2010 through 2023. In 2022, Ms. Vitale earned an annual Director's
 fee of $15,000. In addition, in 2022, Ms. Vitale earned interest in the amount of $288,457 on the portion of her unpaid salary for
 the years 2010 through 2022.

 The
following tables provide a summary of the outstanding equity awards of the President at December 31, 2023.

 SUMMARY
OF OUTSANDING EQUITY AWARDS AT FISCAL YEAR END

 Equity

 Incentive

 Plan

 Number of

 Number of

 Number of

 Underlying

 Underlying

 Underlying

 Unexercised

 Unexercised

 Unexpired

 Options

 Options

 Unexercised

 Exercise

 Expiration

 Name

 Exercisable

 Unexercisable

 Options

 Price

 Date

 Deborah A. Vitale

 2,000,000

 None

 None

 $
 0.19

 12/31/2025

 750,000

 None

 None

 $
 0.30

 12/31/2025

 75,000

 None

 None

 $
 0.75

 12/31/2025

 140,000

 None

 None

 $
 0.46

 12/31/2025

 Stock

 Name

 Number
 of
 or Units
 Of
 Stock That
 Have
 Not
 Vested

 Market
 Value of
 or Units
 Of
 Stock That
 Have
 Not
 Vested

 Equity
 Incentive
 Plan
 Number
 of
 Unearned
 Shares,
 Units or
 Other
 Rights That
 Have
 Not
 Vested

 Incentive
 Plan
 Market
 or
 Payout
 Value
 of
 Unearned
 Shares,
 Units or
 Other
 Rights That
 Have
 Not
 Vested

 None

 None

 None

 None

 Stock

 Number
 of

 Number
 of

 Value

 Value

 Acquired

 Realized

 Acquired

 Realized

 On

 On

 On

 On

 Name

 Exercise

 Exercise

 Vesting

 Vesting

 None

 None

 None

 None

 The
Company sponsors an employee stock ownership plan which is a tax deferred defined contribution pension plan formed in 1994. Ms. Vitale
has been a plan participant since 1998. No contributions were made to Ms. Vitale's participant account for the years ending December
31, 2023 or 2022.

 At
December 31, 2023, Ms. Vitale was 100% vested in 447,272 shares of common stock which were contributed to the plan on her behalf in past
years.

 Directors'

 Effective
January 1, 2013, the directors of the Company are entitled to be compensated at a rate of $15,000 per annum. No director received directors'
fees in the years 2023 or 2022. Each Director is eligible for an annual payment in the amount of $15,000 as long as they remain a Director
through December 31 of the applicable year, absent death or incapacitation. The annual payment to new directors will be prorated based
upon months served in their initial year as a Director. Directors are reimbursed for certain approved expenses incurred in connection
with Company business and for certain approved expenses incurred in connection with attendance at non-telephonic Board, committee, or
other meetings. Directors are from time to time, awarded non-qualified options to purchase common stock of the Company.

 The
table below summarizes amounts accrued for Director Compensation for the year ended December 31, 2023 for all directors other than the
President, who is also a Director of the Company and whose compensation is itemized above. The Company did not have funds with which
to pay any of the Directors the compensation earned.

 DIRECTOR
COMPENSATION

 Earned
 or Paid in Cash

 Stock

 Non-
 Equity Incentive Plan Compensation

 Deferred
 Compensation Earnings

 All
 Other Compensation

 Total

 A. Harrison

 $

 None

 None

 None

 None

 $
 10,903
 (1)

 $
 25,903

 Benjamin
 Harrell

 $

 None

 None

 None

 None

 None

 $

 Martin
 Blount

 $

 None

 None

 None

 None

 None

 $

 Robert
 Crow

 $

 None

 None

 None

 None

 None

 $

 Daniel
 Burstyn

 $

 None

 None

 None

 None

 None

 $

 (1)

 Mr.
 Harrison earned $10,903 of interest in 2023 which accrued to his benefit for unpaid salary for the years 2010 and 2011. None of the
 above interest due was paid to Mr. Harrison in 2023.

 Other
Compensation Arrangements

A. Harrison, the current Chairman of the Board of Directors and a Vice President of the Company, was a compensated employee of the Company
until December 31, 2011. The Company owes Mr. Harrison unpaid salary of $121,140 for services rendered in years prior to 2012. On October
12, 2012, the Board of Directors approved a motion to pay interest at 9% per annum on the unpaid compensation due Mr. Harrison retroactive
to the outstanding amounts due beginning in 2010 through the date of actual payment. Interest on the unpaid salary due to Mr. Harrison
amounted to $10,903 in both 2023 and 2022. The total accrued interest through December 31, 2023 was $140,612. None of the interest due
to Mr. Harrison has been paid to date.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth, as of March 29, 2024, to the Company's knowledge, based on filings with the Securities & Exchange
Commission by certain beneficial owners and/or information received by the Company, the beneficial ownership of the outstanding Voting
Stock held by (i) each person or entity beneficially owning more than 5% of the shares of any class of Voting Stock, (ii) each director,
nominee, and certain executive officers, individually, and (iii) all directors and executive officers as a group. The Common Stock and
the Voting Preferred Stock vote as a single class and each share thereof is entitled to one vote per share.

 BENEFICIAL OWNER

 AMOUNT OF BENEFICIAL OWNERSHIP

 CLASS OF STOCK

 PERCENT OF CLASS

 PERCENT OF VOTING (1)

 Europa Cruises Corporation
 Employee Stock Ownership
 Plan Trust
 Deborah A. Vitale, Trustee (2)
 1013 Princess Street
 Alexandria, Virginia 22314

 1,670,465

 4.28
 %

 4.10
 %

 Deborah A. Vitale (2)(3)
 Director, President,
 Secretary, Treasurer and Chief
 Financial Officer
 Chairman, President,
 Secretary and Treasurer of Casino
 World, Inc.
 Chairman, President, Secretary
 and Treasurer of Mississippi
 Gaming Corporation
 1013 Princess Street
 Alexandria, Virginia 22314

 5,849,797

 14.98
 %

 14.33
 %

 Gregory Harrison (4)
 Chairman and Vice President
 16209 Kimberly Grove
 Gaithersburg, Maryland 20878

 2,314,701

 5.93
 %

 5.67
 %

 Benjamin J. Harrell (5)
 Director and Vice President
 162 Hesper Avenue
 Metairie, Louisiana 70005

 835,025

 2.14
 %

 2.05
 %

 Martin Blount (6)
 1320 Maryland Ave
 Washington, D.C. 20002

 200,000

 0.51
 %

 0.49
 %

 Robert S. Crow III (7)
 5910 Coral Sea Avenue
 Rockville, Maryland 20851

 1,129,869

 2.89
 %

 2.77
 %

 Daniel G. Burstyn (8)(10)
 2828 Lemmon Ave., Apt. 5103
 Dallas, Texas 75204

 40,000

 0.10
 %

 0.10
 %

 Serco International Financial
 Advisory and Management Services Limited (9)

 901,831

 2.31
 %

 2.21
 %

 900,000

 Preferred S-NR

 %

 P.O. Box 52 A-1072
 Vienna, Austria

 926,000

 Preferred S

 %

 Austroinvest International Limited (9)

 901,831

 2.31
 %

 2.21
 %

 30, DeCastro Street,

 900,000

 Preferred S-NR

 %

 Road Town
 Tortola, British Virgin Islands

 926,000

 Preferred S

 %

 Serco America Corporation (9)

 901,831

 2.31
 %

 2.21
 %

 4, George Street

 900,000

 Preferred S-NR

 %

 Mareva House
 P.O. Box N-3937
 Nassau, Bahamas

 926,000

 Preferred S

 %

 Ernst G. Walter (9)

 901,831

 2.31
 %

 2.21
 %

 P.O. Box 15

 900,000

 Preferred S-NR

 %

 1072 Vienna, Austria

 926,000

 Preferred S

 %

 College Health and Investment Ltd. (10) College Health and Investment LP (8)
 Samuel I. Burstyn, General Partner
 701 Brickell Avenue, 24th Fl
 Miami, FL 33131

 2,565,982

 6.57
 %

 6.28
 %

 All Directors & Executive
 Officers (6 Persons)

 26.75
 %

 25.10
 %

 (1)

 Stock, Series S-NR Preferred Stock and Series S Preferred Stock have been combined for the purpose of calculating voting percentages.

 (2)

 The
 Europa Cruises Corporation Employee Stock Ownership Plan ("ESOP") was established on August 18, 1994. The Trustee of
 the ESOP is Deborah A. Vitale. As of December 31, 2023 a total of 2,295,450 ESOP shares had been released for allocation to participants
 in the ESOP and an additional 1,034,085 shares had been forfeited by the Trust. The participants in the ESOP are entitled to direct
 the Trustee as to the manner in which the Company's allocated shares are voted. The remaining 1,670,465 unallocated shares
 are voted by the Trustee. The Trustee is required to vote the unallocated ESOP shares in the best interests of the ESOP beneficiaries.

 (3)

 1,670,465 unallocated common shares of the ESOP Trust; 767,001 shares of Common Stock owned directly by Ms. Vitale; options to purchase
 2,965,000 shares of Common Stock; and 447,272 shares of Common Stock, which represent shares of Common Stock held in Ms. Vitale's
 fully vested ESOP participant account.

 (4)

 1,347,759 shares of Common Stock owned directly by Mr. Harrison; options to purchase 450,000 shares of Common Stock; 15,275 shares
 of Common Stock held in Mr. Harrison's fully vested ESOP participation account; 35,000 shares of common stock to be issued to
 Mr. Harrison pursuant to an agreement to cancel an indemnification agreement, 100,000 shares of Common Stock to be issued in
 connection with notes payable issued in 2021 and 200,000 shares of Common Stock to be issued in connection with notes payable issued in 2023. Pursuant to a Private Placement dated February 14, 2014, on March 31, 2014, Mr.
 Harrison purchased a Collateralized Convertible Senior Debenture convertible into 166,667 shares of Common Stock. The conditions
 required for conversion of this Debenture into Common Stock of the Company were never met. Assuming the conditions required for
 conversion are met in the future, Mr. Harrison's Debenture would be converted into a total of 166,667 shares of Common Stock
 without any action on the part of Mr. Harrison, at which time his holdings, assuming no other changes occurred, would total
 2,314,701.

 (5)

 400,025 shares of Common Stock owned directly by Mr. Harrell and options to purchase 435,000 shares of Common Stock.

 (6)

 Consists
 of options to purchase 200,000 shares of Common Stock.

 (7)

 1,029,869 shares of Common Stock owned directly by Mr. Crow and options to purchase 100,000 shares of Common Stock.

 (8)

 Consists
 of options to purchase 40,000 shares of Common Stock. Mr. Burstyn is the son of the General Partner of College Health & Investment
 LP, and College Health & Investment Ltd. See footnote 10 below.

 (9)

 Serco
 International Financial Advisory and Management Services Ltd., Austroinvest International Limited, and Serco America Corporation
 are affiliated entities. The Company is informed that Dr. Ernst Walter is the sole Director and President of each company. The total
 beneficial ownership of securities of the Company held by the foregoing includes: 901,831 shares of Common Stock owned by Serco International
 Financial Advisory and Management Services, Ltd.; 926,000 shares of Series S Preferred Stock owned by Austroinvest International
 Limited; and 900,000 shares of Series S-NR Preferred Stock owned by Serco America Corporation.

 (10)

 1,659,868 shares of Common Stock owned by College Health & Investment LP, 506,164 shares of Common Stock owned by College Health
 & Investment Ltd, 200,000 shares of Common Stock owned by Alana Burstyn, 199,950 shares of Common Stock owned by Sean Burstyn,
 c/o Burstyn. The foregoing persons and entities appear to share a common address, 701 Brickell Avenue, Miami, FL 33131. Samuel I.
 Burstyn is the General Partner of College Health & Investment LP, which the General Partner maintains, is also known as College
 Health & Investment, Ltd. Daniel G. Burstyn, a Director of the Company, is the son of Samuel I. Burstyn. Does not include
 200,000 shares of Common Stock held by Shari Jakobowitz, Custodian FBO Ava Burstyn under the Florida Uniform Transfer Minor
 Act.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE

 Transactions
with Related Persons

 On
August 18, 1994, the Company (f/k/a Europa Cruises Corporation), established the Europa Cruises Corporation Employee Stock Ownership
Plan (the "ESOP"). The ESOP, which is a qualified retirement plan under the provisions of Section 401(a) of the Internal
Revenue Code and an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Internal Revenue Code, was established
primarily to invest in stock of the Company. All employees as of December 31, 1994, and subsequent new employees having completed 1,000
hours of service, are eligible to participate in the ESOP. The Company also established a trust called the Europa Cruises Corporation
Employee Stock Ownership Plan Trust Agreement, to serve as the funding vehicle for the ESOP. Deborah A. Vitale is the sole Trustee of
the Trust.

 As
of December 31, 2023 a total of 2,295,450 shares of Common Stock had been released for allocation to participants in the ESOP. An additional
1,034,085 shares had been forfeited by the Trust. The Company made no contributions to the ESOP Plan for the years ended December 31,
2011 through December 31, 2023. The participants in the ESOP are entitled to direct the Trustee as to the manner in which the Company's
allocated shares are voted. The remaining 1,670,465 unallocated shares are voted by the Trustee. The Trustee is required to vote the
unallocated ESOP shares in the best interests of the ESOP beneficiaries.

 On
August 21, 1994, the Company loaned $4,275,000 to the ESOP in exchange for a ten-year promissory note bearing interest at eight percent
per annum. On August 24, 1994, the ESOP purchased 2,880,000 shares of the Company's Common Stock with the proceeds of the loan.
On August 25, 1994, the Company loaned an additional $3,180,000 to the ESOP in exchange for a ten year promissory note bearing interest
at eight percent per annum. On August 26, 1994, the ESOP purchased an additional 2,120,000 shares of the Company's Common Stock
with the proceeds of the loan. The shares of Common Stock were pledged to the Company as security for the loans. The promissory notes
will be repaid with the proceeds of annual contributions made by the Company to the ESOP. In April of 1995, the Company agreed to extend
the maturity of the loans to twenty years. Effective for the Plan year beginning January 1, 2001, the Company amended the plan and related
loans for the purpose of limiting excise tax liability for plan contributions in excess of IRS Code Section 415 limitations. To accomplish
this, the Company agreed to extend the maturity of the loans to fifty years.

 The
Company leases a furnished and equipped townhouse office from its President at 1013 Princess Street, in Alexandria, Virginia 22314, pursuant
to a Landlord/Tenant Month to Month Lease. The terms of the lease, as adjusted for square footage and certain other applicable differences,
were based on the terms of the last lease signed by the Company with an unrelated third party for unfurnished office space leased in
Largo, Florida. The lease calls for payment by the Company of a base rent in the amount of $4,534 per month, or $54,408 per year, for
approximately 2,473 square feet of commercial space, in addition to any and all expenses relating to the property, including property
taxes, property insurance, telephone, electric, water and cable. The Company's office and all of its active files
are located in this office.

 In
2023, the President received $54,408 for base rent due for the year 2023. In 2022, the President received no payments for base rent
and the entire base rent due, in the amount of $54,408, was accrued.

 Rent
expense associated with this lease amounted to base rent in the amount of $54,409 and associated rental costs of $33,689 for a total
of $88,098 for the year ended December 31, 2023 and base rent in the amount of $54,408 and associated rental costs of $30,737 for a total
$85,145 for the year ended December 31, 2022.

 As
of December 31, 2023 and 2022, the President is owed a total of $602,259 and $568,569, respectively, under the lease agreement.

 The
President of the Company is owed deferred salary in the principal amount of $3,666,996 and the Vice President and current Chairman of
the Board of the Company is owed deferred salary in the principal amount of $121,140 as of December 31, 2023. On October 12, 2012, the
Board of Directors approved a motion to pay these individuals interest of 9% per annum on their deferred compensation retroactive to
amounts due beginning in 2010 through the date of actual payment. Accrued interest on deferred salary for both individuals through December
31, 2023 and 2022 amounted to $2,237,878 and $1,911,518, respectively.

 Loans
and Advances from the Chairman of the Board of Directors

 The
Chairman of the Board of the Company is the Holder of a Tranche I Debenture issued by the Company in 2014 in the principle amount of
$50,000. The Chairman is one of the secured parties under a Land Deed of Trust recorded on September 26, 2014 in Hancock County, Mississippi,
to secure Tranche I and Tranche II Debentures issued by the Company in 2014. Under paragraph 5 of the Land Deed of Trust, a secured party
who advances sums for taxes due on the Property is secured by the same Land Deed of Trust, but only at that interest rate specified in
the note representing the primary indebtedness, namely 4% per annum.

 In
2016, the Company received cash advances totaling $47,500 from seven lenders which included $25,000 from two current Directors of
the Company. The proceeds from the cash advances were earmarked for the payment of accounting and auditing fees and other expenses
required to file the Company's Form 10-Q. On August 25, 2016, the Company issued a Note to the foregoing lenders which matured
four years from the date of issuance and bears interest at 8% per annum, with a full year of interest accruing in any year in which
the advance remains unpaid. Accrued interest due on the above notes amounted to $16,000 and $14,000 at December 31, 2023 and 2022,
respectively. These amounts are included in current liabilities on the consolidated balance sheets as of December 31, 2023 and 2022.
This note is secured by a second lien on the Diamondhead Property.

 In
August 2016, the Chairman of the Board of Directors of the Company also loaned the Company $90,000. On August 25, 2016, the Company issued
a Note to the Chairman. The Note bears interest at 14% per annum effective August 1, 2016 and matured four years from the date of issuance.
This note is also secured by the second lien on the Diamondhead Property. The proceeds of the loan were used for the payment of Mississippi
property taxes and auditing, accounting and other corporate expenses. Accrued interest due on the above note amounted to $93,482 and
$80,882 at December 31, 2023 and 2022, respectively.

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

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

 The
Chairman advanced the $67,628 on condition that: (i) the advance constitute a lien with interest at 4% per annum under that Land Deed
of Trust recorded September 26, 2014; (ii) he be paid additional interest of 11% per annum on the amount advanced and owing and that
the full 11% interest per annum is payable during any calendar year in which all or part of the amount advanced and owing or interest
due thereon remains unpaid; (iii) this additional interest obligation be treated as a separate and secured debt of the Company, to be
evidenced by a separate note and is secured with a separate and third lien to be placed on the Property (hereafter "the Third Lien");
(iv) the entire obligation will be treated as an advance to be paid out of any subsequent incoming financing obtained by the Company
or any amounts recovered by the Company from a defendant in that collection action brought by the Company in the Circuit Court of Montgomery
County, Maryland; and (v) he be indemnified for any losses sustained on the sale of that common stock sold to cover the payment of real
estate property taxes and any credit card fees associated with payment. The Chairman identified the common stock to be sold and provided the Company with the documentation required to document the sale of said stock and to calculate the future loss, if any, on said
stock. The fair value measurement of the derivative indemnification liability at December 31, 2023 and 2022 was developed using Level
1 inputs, which was valued at $0. On February 4, 2022, the Board of Directors entered into an agreement with the Chairman to issue 35,000
shares of common stock of the Company to the Chairman to repurchase the indemnification. On September 30, 2018, Mississippi Gaming Corporation
issued a secured promissory note, due one year from the date of issue, to the Chairman for an amount up to $100,000 to cover the principle
and interest due with respect to this note. On August 21, 2018, Mississippi Gaming Corporation placed a third lien on the Property to
secure this obligation for $100,000. Accrued interest on the note amounted to $69,527 and $59,360 at December 31, 2023 and 2022, respectively.

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

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

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

 In
July 2020, the Chairman of the Board of Directors of the Company paid a total of $67,076 for property taxes due for the year 2019 on
the Company's approximate 400-acre Diamondhead, Mississippi Property, plus $1,573 in related fees. In July 2021, a fourteenth
lien was placed on the Property to secure a promissory note in the amount of $150,000 issued to the Chairman to secure the payment
of these taxes and fees and interest due thereon.

 In
May 2021, the Chairman of the Board of the Company paid a total of $62,610 for property taxes due for the year 2020 on the
Company's approximate 400-acre Diamondhead, Mississippi Property plus $1,468 in related fees. The Company placed a fifteenth
lien on the Property in July 2021 to secure a promissory note in the amount of $100,000 issued to the Chairman of the Board of the
Company to secure the payment of these taxes and interest due thereon. On May 30, 2021, the Chairman of the Board of Directors
of the Company loaned the Company $50,000. On May 30, 2021, the Company issued a note to the Chairman in the principle amount of
$50,000. The note is non-interest bearing, matures one year from the date of issuance and calls for the issuance of 100,000 shares
of common stock. In July 2021, the Company placed a sixteenth lien on the Property to secure this note. The note is not convertible.
As of the issuance date of these financial statements, no shares have been issued. The Company recorded a fair value of the stock of
$33,500, which was determined by the fair value of the Company's common stock at the date of the loan. The fair value of the
stock was recorded as a debt discount, which will be amortized to interest expense over the life of the note. Debt discount was
fully amortized during 2022.

 On
February 17, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principle amount
of $25,000 together with 50,000 shares of common stock of the Company. The note was issued in return for the Chairman advancing
funds to pay off accounts payable on behalf of the Company. The note is not convertible. As of the issuance date of these financial statements,
no shares have been issued. The Company recorded a fair value of the stock of $17,500, which was determined by the fair value of the
Company's common stock at the date of the loan. The fair value of the stock was recorded as a debt discount, which will be amortized
to interest expense over the life of the note. During the year ended December 31, 2023, $17,096 of debt discount was amortized to interest
expense to related parties. On November 1, 2023, as previously agreed, the Company paid the Chairman the $25,000 advanced from the
proceeds of the eminent domain settlement.

 On
July 28, 2023, the Board of Directors agreed to issue a non-interest bearing promissory note to the Chairman in the principle amount
of $75,000 together with 150,000 shares of common stock of the Company. The note was issued in return for the Chairman advancing
funds to pay off property taxes due for the year 2022 on the Diamondhead, Mississippi Property and fees due to the Company's
outside auditor for review of Form 10-Q for the period ending June 30, 2023 The note is not convertible.
As of the issuance date of these financial statements, no shares have been issued. The Company recorded a fair value of the stock of
$52,500, which was determined by the fair value of the Company's common stock at the date of the loan. The fair value of the
stock was recorded as a debt discount, which will be amortized to interest expense over the life of the note. During the year ended
December 31, 2023, $22,644 of debt discount was amortized to interest expense to related parties. On November 1, 2023, as previously
agreed, the Company paid the Chairman the $74,520 advanced from the proceeds of the eminent domain settlement.

 As
of December 31, 2023, the Chairman had advanced a total of $467,953, net of repayment of $16,250, under both the March 2018 and March
2019 arrangements and was owed accrued interest in the amount of $349,415 and $279,754 at December 31, 2023 and 2022, respectively.

 Loans
and Advances from the President

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

 As
of December 31, 2023, the President had advanced a total of $5,007, net of repayments of $68,562, under this agreement. The
President previously agreed to secure a $25,000 loan and interest due thereon and to secure and guarantee a $15,000 loan and
interest due thereon due non-related parties discussed above. The President is also personally liable for certain bank-issued credit
cards used by the Company to pay expenses incurred by the Company in the approximate amount of $18,000. On September 30, 2018,
Mississippi Gaming Corporation issued a secured promissory note, due one year from date of issue, to the President for an amount up
to $100,000 to cover the principle and interest due with respect to this note. On August 21, 2018, Mississippi gaming Corporation
placed a third lien on the Diamondhead Property to secure this obligation for $100,000. Accrued interest due on this note amounted
to $23,763 and $41,409 at December 31, 2023 and 2022, respectively.

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

 In
January 2021, a fourth lien in the amount of $2,000,000 was placed on the Diamondhead Property to secure a non-interest-bearing note
payable in the amount of $2,000,000, issued in November 2020 to secure amounts owed to the President of the Company for accrued, but
unpaid, salary, rent and other expenses.

 In
February 2021, a fifth lien in the amount of $658,750 was placed on the Diamondhead Property to secure a non-interest-bearing note payable
in the amount of $658,750, issued in November 2020 to secure amounts owed to nine directors, including the Company's six current
directors.

 The
principal balance of the notes payable due to the officers and directors discussed above was $669,279, net of debt discount of $33,241
and $720,651, net of debt discount of $0, as of December 31, 2023 and 2022, respectively.

 The
Company's policies and procedures require the Board of Directors to approve any related-party transaction that involves an
Officer or Director of the Company or any of its subsidiaries.

Independence

 The
Company has no written independence standards it follows in making a determination as to Director independence. However, in evaluating
the independence of its members, the Company's management determined that Mr. Blount, Mr. Crow and Mr. Burstyn are independent
directors by virtue of the fact that they are not officers or employees of the Company.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 The
table below depicts the fees billed to Diamondhead Casino Corporation by the Company's independent auditors in each of the last
two years:

 Description of Services

 2023

 2022

 Audit Fees

 $
 85,000

 $
 68,425

 Audit-Related Fees

 -

 -

 Tax Fees

 -

 -

 All Other Fees

 -

 -

 Total Fees Paid

 $
 85,000

 $
 68,425

 The
Board of Directors, acting collectively as the audit committee, assures that the Company complies with SEC rules to maintain auditor
independence as set forth in Rule 2-01(c)(7)(i) of Regulation S-X. The services above were approved, in advance, by the Board of Directors.

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 Subsidiaries
of the Registrant:

Gaming Corporation (Delaware)

World, Inc. (Delaware)

 Europasky
Corporation (Delaware)

 Exhibits
31.1 and 31.2

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

 Exhibits
32.1 and 32.2

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

 Other
 Exhibits

 (a)

 3.1

 Certificate of Incorporation of the Company, as filed with the Secretary of State of Delaware on November 15, 1988.

 (e)

 3.1.1

 Amendment to Certificate of Incorporation of the Company, as filed with the Secretary of State of Delaware on September 4, 1992.

 (e)

 3.1.2

 Amendment to Certificate of Incorporation of the Company, as filed with the Secretary of State of Delaware on November 22, 2002.

 (a)

 3.2

 By-laws of the Company.

 (e)

 3.2.1

 Amendment of By-laws of the Company, dated February 16, 2015.

 (e)

 4.1

 Certificate of Designation of Preferences, Rights, and Limitations of Series S Voting, Non-Convertible, Redeemable Preferred Stock Par value $0.01 per Share as filed with the Secretary of State of Delaware on August 5, 1993.

 (e)

 4.2

 Certificate of Designation of Preferences, Rights, and Limitations of Series S-NR Voting, Non-Convertible, Non-Redeemable Preferred Stock Par value $0.01 per Share, as filed with the Secretary of State of Delaware on September 13, 1993.

 (e)

 4.3

 Certificate of Designation of Preferences, Rights, and Limitations of Series S-PIK Junior, Non-Voting, Convertible, Non-Redeemable Preferred Stock Par value $0.01 per Share, as filed with the Secretary of State of Delaware on March 23, 1994.

 (a)

 10.1

 Management Agreement between the Company and Casinos Austria Maritime Corporation dated June 19, 1993.

 (b)

 10.6

 Term Sheet (Redacted) for $1 Million Line of Credit dated October 22, 2008.

 (c)

 10.7

 Private Placement Memorandum dated March 1, 2010.

 (c)

 10.7.1

 Appendix (C) to Private Placement Memorandum dated March 1, 2010 (Form of Promissory Note).

 (c)

 10.7.2

 Appendix (D) to Private Placement Memorandum dated March 1, 2010 (Form of Warrant).

 (c)

 10.8

 Private Placement Memorandum dated October 25, 2010.

 (c)

 10.8.1

 Appendix (C) to Private Placement Memorandum dated October 25, 2010 (Form of Promissory Note).

 (c)

 10.8.2

 Appendix (D) to Private Placement Memorandum dated October 25, 2010 (Form of Warrant).

 (d)

 10.9

 Private Placement Memorandum dated February 14, 2014.

 (e)

 10.9.1

 Offers to Amend dated December 4, 2014.

 (f)

 10.10

 Secured Promissory Note dated August 25, 2016 issued by Mississippi Gaming Corporation.

 (g)

 99.1

 Consolidated Financial Statements of the Company for the years ended December 31, 2023 and 2022

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

to Exhibits

 (a)

 filed as an Exhibit to Form 10 –Amendment 1 as filed on May 27, 2015 and incorporated by reference.

 (b)

 filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated by reference.

 (c)

 filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2010 and incorporated by reference.

 (d)

 filed as an exhibit to the Company's Current Report on Form 8-K filed April 4, 2014 and incorporated by reference.

 (e)

 filed as an Exhibit to Form 10 as filed on March 31, 2015 and incorporated by reference.

 (f)

 filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2016 and incorporated by reference.

 ITEM
16. FORM 10-K SUMMARY

 Not
applicable.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15 of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

 Diamondhead Casino Corporation

 (Registrant)

 Date:

 By:

 /s/
 Deborah A. Vitale

 President
 and Chief Executive Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Gregory A. Harrison

 Chairman
 of the Board of Directors

 A. Harrison

 /s/
 Deborah A. Vitale

 /s/
 Benjamin J. Harrell

 Benjamin
 J. Harrell

 /s/
 Martin C. Blount

 Martin
 C. Blount

 /s/
 Robert S. Crow III

 Robert
 S. Crow III

 /s/
 Daniel G. Burstyn

 Daniel
 G. Burstyn