UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2013~~2014

o[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from to

Commission File Number 333-44315

Rotate Black, Inc.

(Exact name of registrant as specified in its charter)

Nevada

75-3225181

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

201 East Mitchell Street, Petoskey, Michigan 49770

(Address of principal executive offices)

(231) 347-0777

(Registrant’s telephone number, including area code)

Indicate by checkmark 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 þ [X] No [ o ]

Indicate 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 o [ ] No þ [X]

Indicate 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 o[ ] Accelerated filer o[ ] Non-accelerated filer o[ ] Smaller reporting company þ[X] (Do not check if a smaller reporting company)

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 126.2 of the Exchange Act). Yes [ o ] No þ [X]

The number of shares of common stock outstanding as of ~~March~~ 18April 16, ~~2014~~2015 is 49 6,~~489~~117,~~783~~698.

ROTATE BLACK, INC. AND SUBSIDIARY

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements	F-1
ITEM 1.	Financial Statements	3
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	8
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	29
ITEM 4.	Controls and Procedures	8
ITEM 4.	Controls and Procedures	29
PART II. OTHER INFORMATION
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	9
ITEM 1.	Legal Proceedings	30
ITEM 1A.	Risk Factors	9
ITEM 1A.	Risk Factors	30
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
ITEM 3.	Defaults upon Senior Securities	9
ITEM 3.	Defaults upon Senior Securities	30
ITEM 4.	Mine Safety Disclosures	9
ITEM 4.	Mine Safety Disclosures	30
ITEM 5.	Other Information	9
ITEM 5.	Other Information	30
ITEM 6.	Exhibits	9
ITEM 6.	Exhibits
SIGNATURES		10
SIGNATURES

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ROTATE BLACK, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	SEPTEMBER 30,			JUNE 30,
	September 30. 2014			June 30, 2014
	2013			2013
	(Unaudited)
ASSETS
Current Assets
Cash	$	~~361~~79		$	46-
Prepaid expenses		~~105~~4,~~874~~167			~~108~~8,~~023~~616
Total current assets		~~106~~4,~~235~~246			~~108~~8,~~069~~616
Fixed assets - net		352			872
Deferred development costs - Gulfport Project		3,459,212			3,459,212
Deferred development costs - Gulfport Project		3,843,480			3,831,327
Land purchase deposit		109,422			109,422
Land purchase deposit		437,688			437,688
Deferred casino ground lease rent		3,544,541			3,165,468
Deferred casino ground lease rent		1,902,156			1,902,156
Deferred development costs - SlotOne - Project		17,500			12,500
Stock as Loan collateral		400,000			400,000
Security deposit		3,600			3,600
TOTAL ASSETS	$	67,~~693~~138,~~511~~521		$	6,~~683~~758,~~712~~818
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accounts payable and accrued expenses	$	54,~~390~~607,~~385~~537		$	54,~~371~~563,~~847~~200
Accrued salaries		1,~~390~~915,~~564~~328			1,~~264~~781,~~371~~636
Accrued ground lease rent		13,~~902~~544,~~156~~541			13,~~902~~165,~~156~~468
Note payable		80121,000			80121,000
Loans payable - stockholders		~~330~~232,~~653~~274			~~320~~241,~~250~~943
Dividends payable		-			-
Mortgage payable - Big Easy vessel		2,975,000			2,975,000
Note payable - Big Easy vessel		600,000			600,000
Accrued interest on mortgage and note payable		34,~~182~~711,~~004~~933			24,~~846~~299,~~405~~415
Total current liabilities		1518,~~850~~707,~~762~~613			1517,~~360~~747,~~029~~662
10% Convertible promissory notes payable		~~397~~785,~~015~~890			~~328~~779,~~015~~890
Discount on 10% convertible notes payable		(~~227~~478,~~148~~645	)		(~~161~~512,~~451~~351	)
Beneficial conversion feature		~~480~~142,~~133~~195			~~206~~42,~~053~~738
Warrant liability		~~327~~93,~~864~~793			98144,~~814~~387
TOTAL LIABILITIES		1619,~~828~~250,~~626~~846			1518,~~831~~202,~~460~~326
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' (DEFICIT) EQUITY
STOCKHOLDERS’ (DEFICIT) EQUITY
Common stock, $0.001 par value, 75,000,000
Common stock, $0.01 par value, 75,000,000 shares authorized; 5,419,141 and 5,316,684 shares issued and outstanding as of September 30, 2014 and June 30, 2014, respectively		54,192			53,167
shares authorized; 46,282,860 and 45,698,938
Class B Preferred Stock Units, $0.001 par value, 84,563 and 68,488 Units authorized, issued and outstanding as of September 30, 2014 and June 30, 2014, respectively		2,635,750			2,475,000
shares issued and outstanding as of September 30, 2013
Additional paid-in-capital		23,549,925			23,458,739
and June 30, 2013, respectively		46,284			45,700
Accumulated deficit		(34,586,757	)		(33,930,034	)
Class A Preferred Stock Units, $0.001 par value, 45 Units
Noncontrolling Interest		(3,765,435	)		(3,500,380	)
authorized, issued and outstanding as of September 30, 2013		1,750,000			1,750,000
TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY		(12,112,325	)		(11,443,508	)
and June 30, 2013, respectively
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	7,138,521		$	6,758,818
Class B Preferred Stock Units, $0.001 par value, 2,687 Units
authorized, issued and outstanding as of September 30, 2013		725,000			725,000
and June 30, 2013, respectively
Additional paid-in-capital		22,977,360			22,906,551
Accumulated deficit		(32,390,869	)		(31,514,166	)
Noncontrolling Interest		(3,242,890	)		(3,060,833	)
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY		(10,135,115	)		(9,147,748	)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	$	6,693,511		$	6,683,712

See notes to consolidated financial statements

3F-1

ROTATE BLACK, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,
	2013			2012
	2014			2013
Revenue	$	-		$	-
Operating expenses
Accrued salary expense		149,~~327~~596			~~186~~149,~~785~~327
Stock based compensation		26183,~~000~~341			3726,000
General and administrative expenses		~~100~~70,~~979~~339			~~245~~100,~~236~~979
Dividends on Redeemable Preferred Series A Stock		-			7,369
Change in fair value of conversion feature		(43,537	)		265,772
Change in fair value of conversion feature		265,772			(4,051	)
Amortization of beneficial conversion feature and discount		126,107			171,660
Amortization of beneficial conversion feature and discount		171,660			-
Interest expense		435,932			345,022
Interest expense		345,022			367,325
Total expenses		921,778			1,058,760
Total expenses		1,058,760			839,664
Net Loss	$	(921,778	)	$	(1,058,760	)
Net Loss	$	(1,058,760	)	$	(839,664	)
Net Loss Attributable to Noncontrolling Interest		265,055			182,057
Net Loss Attributable to Noncontrolling Interest		182,057		$	202,358
Net Loss Attributable to Stockholders	$	(656,723	)	$	(876,703	)
Net Loss Attributable to Stockholders	$	(876,703	)	$	(637,306	)
Basic and diluted net loss per common share	$	(0.17	)	$	(0.23	)
Basic and diluted net loss per common share	$	(0.02	)	$	(0.02	)
Basic and diluted average common shares outstanding		5,380,375			4,601,324
Basic and diluted average
common shares outstanding		46,013,244			34,520,314

See notes to consolidated financial statements

4F-2

ROTATE BLACK, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	Three Months Ended September 30,
	2013			2012
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1921,~~058,760~~778	)	$	(~~839~~1,~~664~~058,760	)
Adjustments to reconcile net loss to cash
Adjustments to reconcile net loss to cash provided by operating activities:
provided by operating activities:
Stock-based compensation		163,450			26,000
Stock-based compensation		26,000			37,000
Stock issued for notes payable incentive consideration		19,891			-
Stock for interest		410,~~393~~620			64,~~352~~393
Dividends payable		-			7,370
Depreciation and amortization		-			520
Depreciation and amortization		520			(398	)
Amortization and changes in beneficial conversion feature and warrant liability		48,863			503,130
Amortization and changes in beneficial conversion feature and warrant liability		503,130			84,475
Changes in assets and liabilities:
Prepaid expenses		24,~~149~~449			62,~~232~~149
Accounts payable and accrued expenses		~~144~~557,~~731~~102			~~641~~144,~~138~~731
Accrued interest on mortgage and notes payable		~~335~~412,~~599~~518			~~272~~335,~~520~~599
Net cash (used in) provided by operating activities		(42,238	)		215,025
Net cash provided by operating activities		295,115			(42,238	)
CASH FLOWS FROM INVESTING ACTIVITIES
Casino construction in progress		-			(154,571	)
Deferred development costs - Gulfport Project		-			(12,153	)
Deferred development costs - Gulfport Project		(12,153	)		(231,095	)
Deferred casino ground lease rent		(379,073	)		-
Land deposit		-			(2,700	)
Deferred development costs - SlotOne Project		(5,000	)		-
Net cash used in investing activities		(12384,~~153~~073	)		(~~388~~12,~~366~~153	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible promissory note payable		110,000			50,000
Proceeds from convertible promissory notes payable		65,000			110,000
Discount on 10% convertible promissory notes payable		~~(65~~33,~~697~~706	)		-(65,697	)
Increase in loans payable - stockholders		10,403			114,256
Increase (decrease) in loans payable - stockholders		(9,669	)		10,403
Payments of note payable - truck		-			508
Net cash provided by financing activities		89,037			54,706
Net cash provided by financing activities		54,706			164,764
Net increase (decrease) in cash		79			315
Net increase (decrease) in cash		315			(8,577	)
Cash, beginning of period		-			46
Cash, beginning of period		46			8,671
Cash, end of period	$	79		$	361
Cash, end of period	$	361		$	94
Noncash Transactions:
Issuance of common stock for compensation, legal and consulting services	$	26163,~~000~~450		$	-26,000
Issuance of common stock in payment of notes payable	$	4159,000		$	-41,000
Issuance of common stock in payment toward accounts payable	$	-		$	240,000
Issuance of common stock for note payable incentive consideration	$	19,891		$	-
Issuance of common stock for redemption of Preferred Series A Stock plus interest and dividends	$	-		$	52,265
Issuance of common stock as interest	$	10,620		$	4,393
Issuance of common stock for loan consideration	$	-		$	37,000
Issuance of common stock as interest	$	4,393		$	6,352

See notes to consolidated financial statements

5F-3

ROTATE BLACK, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. ORGANIZATION AND OPERATIONS

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

Gulfport Project

OnThe Company’s ~~May~~primary ~~28,~~focus ~~2010,~~will be the ~~Company,~~management ~~Rotate~~of ~~Black,~~a ~~LLC~~casino ~~(RBL),~~resort anin ~~entity~~Gulfport, ~~under~~Mississippi ~~common~~(“the ~~control~~Gulfport ~~with~~Project”) under the ~~Company,~~Gulfport ~~and~~Project anManagement ~~officer~~Agreement ofwith the Company’s ~~formed~~affiliate, Rotate Black MS, LLC (RBMS), a Mississippi limited liability company~~, to own, develop and manage the operations of a casino resort to be located on the property adjacent to the Gulfport, MS marina~~. ~~RBMS’s~~ ~~initial~~(Note strategy was to secure an existing gaming vessel, move the vessel to the Gulfport site, and build land assets on that site to support the gaming vessel. Subsequently, RBMS changed its strategy to an entirely land-based casino.5)

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

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

Other Projects

On December 1413, 2011, the Company formed a wholly-owned subsidiary, ~~Rotate~~SlotOne, ~~Black OK~~Inc., ~~LLC~~to ~~(OKL)~~provide ~~and~~slot ~~through~~machines ~~the~~on ~~subsidiary,~~a participation basis in certain casino locations where the ~~Company~~replacement ~~entered~~of ~~into~~old anequipment ~~agreement~~can toenhance ~~provide~~earnings ~~casino~~for ~~management~~the ~~services~~gaming tolocation anand ~~Oklahoma~~the ~~Native~~Company. To ~~American~~date, ~~Tribe~~the ~~Casino~~Company ~~for~~has asecured ~~term~~an ofexclusive ~~ninety~~license ~~days~~agreement atwith ~~$30,000,~~Global ~~per~~Gaming ~~month~~Group, ~~inclusive~~Inc. offor ~~all~~the ~~personnel~~use ~~needed~~if toits ~~provide~~slot ~~the~~games ~~consulting~~and gaming ~~services~~content. ~~The~~Currently the Company ~~plans~~is toassimilating ~~leverage~~these ~~this~~games ~~agreement~~and toits ~~generate~~infrastructure ~~additional~~into ~~Native~~a ~~American~~new ~~gaming~~Class ~~consulting~~II ~~agreements~~gaming platform. Initial Astesting of ~~June~~the ~~30,~~Company’s ~~2013,~~new ~~this~~state ~~contract~~of ~~was~~the ~~completed~~art ~~and~~equipment ~~the~~is ~~subsidiary~~contemplated isin ~~currently~~the ~~inactive~~fall of 2015.

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and with the rules and regulations under Regulation S-X of the Securities and Exchange Commission for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position, results of operations and cash flows for interim financial statements have been included. These financial statements should be read in conjunction with the financial statements of the Company together with the Company’s management discussion and analysis in Item 2 of this report and in the Company’s Form 10-K for the year ended June 30, ~~2013~~2014. Interim results are not necessarily indicative of the results for a full year.

Consolidated Financial Statements

The accompanying consolidated financial statements include all of the accounts of the Company, ~~and~~ its ~~wholly owned~~ subsidiary, ~~Rotate~~RB ~~Black,~~ OK, LLC. ~~(OKL). In~~and ~~addition,~~its ~~the Company has included the financial statements of~~ affiliate, RBMS ~~in the accompanying consolidated financial statements.~~ (Note 76).

Investments in 50% or less owned entities without controlling influence by the Company are accounted for using the equity method. Under the equity method, the Company recognizes its ownership share of the income and losses of the equity entity. Through June 30, 2011, the Company recognized an equity interest in RBMS. (Note 7).F-4

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

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

Investments in 50% or less owned entities without controlling influence by the Company are accounted for using the equity method. Under the equity method, the Company recognizes its ownership share of the income and losses of the equity entity. Through June 30, 2011, the Company accounted for its investment in RBMS on the equity method (Note 6).

All significant intercompany accounts and transactions have been eliminated.

Reclassifications

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

Estimates

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

Financial Instruments

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

Property and Equipment

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

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

7F-5

Derivative Instruments

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

Beneficial Conversion Charge

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

Revenue Recognition

Revenue is recognized when evidence of an arrangement exists, pricing is fixed and determinable, collection is reasonably assured and delivery or performance of service has occurred. Management fees earned under a contract to operate and manage casino projects are recognized pursuant to terms of the agreement. For the years ended June 30, 2014 and 2013, the Company had no revenue.

Share-Based Compensation

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

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

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

Basic and Diluted Net Income (Loss) per Common Share

Basic net income (loss) per share (EPS) is calculated by dividing net income (loss) available to common stockholders (numerator) by the weighted-average number of common shares outstanding during each period (denominator). Diluted loss per share gives effect to all dilutive common shares outstanding using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Although there were common stock equivalents outstanding as of September 30, ~~2013~~2014 and September 30, ~~2012~~2013, they were not included in the calculation of earnings per shares because their inclusion would have been considered anti-dilutive.

8F-6

Leases

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

Recent Accounting Pronouncements

In August ~~July~~2014, ~~2013~~FASB issued ASU 2014-15, ~~the~~Presentation of Financial ~~Accounting~~Statements ~~Standards~~– ~~Board~~Going Concern (~~“FASB”~~Subtopic 205-40): ~~issued~~Disclosure of ~~Accounting~~Uncertainties ~~Standards~~About ~~Update~~an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) ~~No.~~The ~~2013~~guidance in ASU 2014-~~11,~~15 ~~“Presentation~~sets offorth anmanagement’s ~~Unrecognized~~responsibility ~~Tax~~to ~~Benefit~~evaluate ~~When~~whether athere ~~Net~~is ~~Operating~~substantial ~~Loss~~doubt ~~Carryforward,~~about aan ~~Similar~~entity’s ~~Tax~~ability to ~~Loss,~~continue oras a ~~Tax~~going ~~Credit~~concern ~~Carryforward~~as ~~Exists~~well as required disclosures.” ASU ~~2013~~2014-1115 ~~provides~~indicates ~~guidance~~that, onwhen ~~the~~preparing ~~financial~~interim ~~statement~~and ~~presentation~~annual financial ofstatements, anmanagement ~~unrecognized~~should ~~tax~~evaluate ~~benefit~~whether ~~and~~conditions ~~will~~or ~~better~~events, ~~reflect~~in ~~the~~aggregate, ~~manner~~raise insubstantial ~~which~~doubt anabout an entity’s ~~would~~ability ~~settle~~to atcontinue ~~the~~as ~~reporting~~a going concern for one year from the date ~~any~~the ~~additional~~financial ~~income~~statements ~~taxes~~are ~~that~~issued ~~would~~or ~~result~~are ~~from~~available to ~~the~~be ~~disallowance~~issued. ofThis aevaluation ~~tax~~should ~~position~~include ~~when~~consideration ~~net~~of ~~operating~~conditions ~~loss~~and ~~carryforwards,~~events ~~similar~~that ~~tax~~are ~~losses,~~either known or ~~tax~~are ~~credit~~reasonably ~~carryforwards~~knowable at ~~exist.~~the ~~The~~date ~~guidance~~the isfinancial ~~effective~~statements ~~for~~are ~~fiscal~~issued ~~years~~or are available to be issued, and, ~~interim~~if ~~periods~~applicable, ~~within~~whether ~~those~~it ~~years,~~is ~~beginning~~probable ~~after~~that management’s ~~December~~plans ~~15,~~to ~~2013.~~address ~~For~~the ~~nonpublic~~substantial ~~entities~~doubt will be implemented and, if so, whether it is probable that the ~~amendments~~plans will ~~are~~alleviate ~~effective~~the ~~for~~substantial ~~fiscal~~doubt. ~~years,~~ASU ~~and~~2014-15 ~~interim~~is ~~periods~~effective ~~within~~for ~~those~~annual ~~years,~~periods ~~beginning~~ending after December 15, ~~2014~~2016, and interim periods and annual periods thereafter. Early ~~adoption~~application is permitted. The ~~adoption~~Company ofdoes ~~this~~not ~~pronouncement~~expect isthe ~~not~~adoption ~~anticipated~~ to have a material impact on the Company’s consolidated financial ~~results or disclosures~~statements.

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

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

3. GOING CONCERN

The consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of $3238,~~390~~352,~~869~~192 and negative working capital of $1518,~~744~~703,~~527~~367 as of September 30, ~~2013~~2014 and further losses are anticipated. These factors raise doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations arising from normal business operations when they come due. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.

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

9F-7

4. ~~PROPERTY~~ RBMS ~~AND~~MANAGEMENT ~~EQUIPMENT~~AGREEMENT

AsOn October 27, 2010, RBMS and the Company, as manager, entered into a management agreement, effective as of ~~September~~April 301, ~~2013~~2010 ~~and~~for ~~June~~a 30period of 99 years. The Company, ~~2013~~as ~~property~~manager, would manage all of the operations of the gaming facility. The management fee will be payable; (1) $200,000, per month, (2) then upon commencement of the gaming operations, $250,000, per month, and ~~equipment~~(3) ~~consisted~~then achieving certain earnings, as defined, $300,000, per month. The manager is entitled to appoint two directors of the ~~following~~five directors on the RBMS Board of Directors.

	Sept 30,		June 30,
	2013		2013
Furniture and fixtures	$	8,490	$	8,490
Office equipment		23,289		23,289
Total		31,779		31,779
Less accumulated depreciation		(31,427)		(30,907)
	$	352	$	872

Deferred development costs - Casino construction totaled $3,843,480 and $3,831,327 as of September 30, 2013 and June 30, 2013, respectively, and represents expenses related to the architectural design, environmental testing and legal expenses associated with financing and developing the casino.

For the three months ended September 30, 2013 and 2012, depreciation expense was $520 and ($398), respectively.

5. RBMS MANAGEMENT AGREEMENT

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

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

As of ~~June~~September 30, ~~2013~~2014, and ~~September~~June 30, ~~2013~~2014, in accordance with ASC 810, “Consolidation”, Management evaluated and determined that the variable interest holders of RBMS lacked the direct and indirect ability to make decisions about the entity’s activities and determined that that the Company is the primary beneficiary of RBMS. As a result, the consolidated financial statements of RBMS have been included in the accompanying consolidated financial statements of the Company.

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

~~In December~~Pursuant to ~~2013, RBMS~~the ~~entered~~new ~~into~~regulatory ~~a term~~requirements ~~sheet and Summary~~imposed ofby ~~Proposed~~the ~~Terms~~Mississippi ~~and~~Gaming ~~Conditions~~Commission, ~~Senior~~the ~~Credit~~Company ~~Facility~~amended ~~with~~its ~~debt~~project ~~and equity~~plans ~~investors related~~ to a ~~proposed~~250,000 square-foot ~~financing~~land-based ~~for~~casino ~~the~~featuring ~~Gulfport~~gaming, ~~Casino~~restaurants, ~~Hotel~~bars, ~~Project~~and tosupport bespace, ~~developed~~as bywell ~~RBMS~~as ~~(Borrower). The~~an ~~proposed~~adjacent ~~financing~~300-room isfour-star hotel. ~~for~~Subject up to ~~$125,000,000~~obtaining ~~for~~ the ~~development,~~necessary ~~design,~~financing ~~construction,~~(Note ~~financing~~15), ~~ownership,~~the ~~operation~~Company ~~and~~expects ~~maintenance~~the ofcompletion anand ~~approximately~~grand ~~191,000~~opening ~~square~~of ~~foot~~the ~~land~~Project in ~~based,~~fall ~~four~~2016. ~~star~~When ~~casino~~completed, ~~including~~the ~~gaming,~~$170 ~~restaurant,~~million ~~bar~~project ~~and~~will ~~support space and an adjacent 205-room hotel in Gulfport, Mississippi.~~feature:

~~Terms~~● ofCasino ~~the~~– ~~proposed~~approximately ~~financing~~53,000 ~~call~~square ~~for~~feet ~~senior~~of ~~secured~~gaming ~~loans~~space, ~~whereby~~including ~~the~~1,388 ~~Company~~slot ~~shall~~machines, ~~draw~~33 ~~down~~table ~~one-half~~games, ofincluding ~~the~~blackjack, ~~Facility~~craps, atroulette, ~~closing~~ and ~~the remaining one~~pai-~~half~~gow; on● ~~the~~Hotel ~~eighth~~– ~~month~~a ~~anniversary~~300-room offour ~~the~~star ~~closing. Full~~hotel ~~repayment~~including is40 ~~expected~~suites ~~six~~and ~~years~~260 ~~after~~traditional ~~the~~rooms; ~~closing,~~● ~~which~~Food isand ~~anticipated~~Beverage to– ~~occur~~3 indistinctive ~~late~~and ~~March~~diverse ~~2014. Amounts~~dining ~~outstanding~~options, ~~under~~including ~~the~~a ~~Facility~~120-seat ~~will~~steakhouse, ~~bear~~a an240-seat ~~interest~~buffet, ~~rate~~and ofa ~~13%~~casual ~~per~~dining ~~annum,~~café; ~~payable~~● ~~monthly~~Bars in– ~~arrears.~~3 ~~Any~~bars, ~~undrawn~~including ~~amounts~~a ~~under~~Hemingway ~~the~~Bar ~~Facility~~featuring ~~will~~views ~~bear~~of anthe ~~interest~~marina ~~rate~~and ofoutdoor ~~6.5%~~seating; ~~per~~and ~~annum,~~● ~~payable~~Parking ~~monthly~~– ina ~~arrears.~~parking ~~Definitive~~garage ~~terms conditions~~ and ~~provisions~~lot ~~will~~that becan ~~stipulated~~accommodate inapproximately ~~the~~1,200 ~~final agreement for the credit facility~~vehicles.

10On November 12, 2014, the Company entered into an exclusive engagement agreement with a financial advisor for the seeking, arranging, negotiating and general advising of the Company with respect to the placement, in one or a series of transactions, of debt and/or equity securities for the purpose of funding the development of the Hemingway Resort and Casino. Consideration for the services under this agreement include a contingent placement fee equal to 3% of the principal amount of any first lien debt and 6% of any subordinated debt or equity like portion.

~~7. INVESTMENT IN RBMS~~F-8

~~Upon~~The financing ~~formation~~ of ~~RBMS~~this ~~and~~$170 ~~the~~million ~~commencement~~project ofis ~~the~~contemplated ~~management agreement, the Company, RBL and an officer of the Company owned an aggregate 46.6% of the voting interests of RBMS and the remaining units were sold~~ to outside investors. Through June 30, 2011, the Company accounted for its investment in RBMS on the equity method in accordance with ASC 810-10; as it did not meet all the requirements of a variable interest entity to consolidate; the outside equity investors were not protected from the losses of the entity nor were they guaranteed a return by the legal entity; the outside equity investors expected residual returns that were not capped by any arrangements or documents with other holders; and the percent of ownership will be diluted by future financing of RBMS. include:

As● ~~of June 30~~$115, ~~2013~~000,000 and September 30, 2013, Management evaluated and determined that the variable interest holders lacked the direct and indirect ability to make decisions about the entity’s activities and determined that that the Company is the primary beneficiary of ~~RBMS. As~~Senior aSecured ~~result,~~Notes ~~the~~● ~~financial statements of RBMS have been included in the accompanying consolidated financial statements of the Company. At June 30~~$25, ~~2012~~000,000 ~~the Company owned an aggregate~~ of ~~24.81%~~Vendor ofFinance ~~the~~● ~~voting interest of RBMS~~$25, ~~therefore~~000,000 ~~a non-controlling interest representing 75.19%~~ of ~~the~~New ~~net~~Rotate ~~loss of RBMS was reflected on the Statement of Operations as of June 30~~Black, ~~2012~~Inc. In ~~consolidation,~~Equity ~~the~~● ~~Company recorded an adjustment to retained earnings of~~ $~~651~~5,~~478; the difference between the opening balance of retained earnings of RBMS of $1~~000,~~219,995~~000 ~~and~~Equity ~~the~~invested ~~equity loss recorded prior~~ to ~~June 30, 2012 by the Company of $568,517.~~Date

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

6. INVESTMENT IN RBMS

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

Commencing June 30, 2012, and through September 30, 2014, management evaluated and determined that the variable interest holders lacked the direct and indirect ability to make decisions about the entity’s activities and determined that that the Company is the primary beneficiary of RBMS. As a result, the financial statements of RBMS have been included in the accompanying consolidated financial statements of the Company.

Ground Lease

~~Effective October 20, 2010,~~ RBMS has entered into aone ~~ground~~of ~~lease~~two ~~for~~necessary ~~the~~ground ~~nine~~leases ~~and~~with aregard ~~half~~to ~~acre site for~~ the Gulfport ~~Project~~Casino Hotel site. ~~The~~ ~~Preliminary~~It ~~Term,~~is ascurrently ~~defined,~~a ~~remains~~party into a ~~effect~~ninety-nine ~~until~~(99) ~~the~~year ~~earliest~~ground oflease (the ~~ninth~~“Private ~~month~~Lease”) ~~following~~for ~~the~~approximately ~~effective~~five ~~date~~(5) oracres ~~the~~of ~~date~~land ~~gaming~~in ~~operations~~Gulfport ~~begin~~located in on the ~~leased~~Bert ~~property. During~~Jones ~~the~~Yacht ~~Preliminary~~Basin. ~~Term,~~RBMS ~~rent~~anticipates ~~would~~entering beinto ~~equal~~a tofifty-nine ~~$20,000,~~(59) ~~per~~year ~~month~~ground lease with nothe ~~payment~~Gulfport ~~required~~Redevelopment Commission ~~until~~for ~~the~~approximately ~~earlier~~four ofand ~~the~~one-half ~~date~~(4.5) ~~the~~acres ~~Lessee~~of ~~commences~~adjacent ~~construction~~and oncontiguous land (the ~~premises~~“GRC orLease”). ~~February~~The GRC 1,Lease ~~2011. Due~~will toallow ~~delays~~RBMS into ~~gaining~~control ~~approval~~more bythan the ~~Mississippi~~minimum ~~Gaming~~seven ~~Commission,~~(7) ~~the~~acres ~~Company~~of ~~paid~~contiguous ~~fees~~land required to ~~amend~~have ~~and~~a ~~extend~~gaming ~~the~~eligible site ~~lease~~in Gulfport, Mississippi.

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

	●	Private Lease – The Private Lease provides that the Company will pay a percentage rent with a minimum rent guarantee. The percentage rent is equal to four percent (4%) of the gross gaming revenues (as defined in the Private Lease). The minimum rent guarantee is $110,000 per month with an annual consumer price index adjustment of the minimum rent on the annual anniversary of the Private Lease.

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

Upon the closing of the anticipated financing in connection with the Gulfport Project, the Company will pay to the lessor an aggregate of $1,902,156 in preliminary rent, interest and taxes under the ground lease. After the commencement of gaming operations, RBMS will pay an annual minimum base rent of $900,000 under the lease, as defined.F-9

87. THE BIG EASY GAMING VESSEL

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

11As of June 30, 2011, the due dates of both notes were extended in support of the Company’s current project in Gulfport, MS and the Trustee of the Cruise Holdings bankruptcy estate, holding the mortgage and promissory note payable consented; (1) to require no payments through June 30, 2012; (2) that the collection fees and accrued interest be paid on or before October 1, 2012; (3) extend the due date of the balance of the obligation for the principal and accrued interest to July 1, 2013. The Company has not repaid the principal and accrued interest by the dates stipulated in the extension and is currently in default. As a result, the balances as of the mortgage payable, note payable and accrued interest have been reflected as current liabilities in the Company’s balance sheet as of September 30, 2014 and June 30, 2014.

AsOn December ~~of June 30~~20, ~~2011~~2012, the ~~due dates of both notes were extended in support of the~~ Company’s ~~current project in Gulfport, MS~~ and ~~the~~an ~~Trustee~~officer of the ~~Cruise Holdings bankruptcy estate~~Company, ~~holding~~as ~~the mortgage and promissory note payable has consented; (1) to require no payments through June 30~~Guarantor, ~~2012;~~entered ~~(2)~~into ~~that~~a ~~the~~Settlement ~~collection~~Agreement ~~fees and accrued interest be paid on or before October 1, 2012;~~ (3Agreement) ~~extend~~ with the ~~due~~Trustee ~~date~~for of the ~~balance~~estate of the ~~obligation~~gaming ~~for~~vessel ~~the~~which ~~principal~~set ~~and~~forth ~~accrued~~terms ~~interest~~related to ~~July 1, 2013. As of March 19, 2014,~~ the ~~Company~~consideration ~~has~~to ~~not~~be ~~repaid~~paid ~~the principal and accrued interest~~ by the ~~dates~~Company ~~stipulated in~~ to the ~~extension~~Trustee ~~and, therefore, is currently~~ in ~~default. As~~exchange afor ~~result,~~ the ~~balances~~release as of ~~the~~all ~~mortgage~~claims ~~payable,~~against ~~note~~the ~~payable~~Company and ~~accrued interest have been reflected as current liabilities in~~ the ~~Company’s~~Guarantor, ~~balance~~including ~~sheet~~all aspromissory ofnotes, ~~September 30~~penalties, fees ~~2013~~ and ~~June 30, 2013~~interest.

On December 20, 2012, the Company and an officer of the Company, as Guarantor, entered into a Settlement Agreement (Agreement) with the Trustee for the estate of the gaming vessel which set forth terms related to the consideration to be paid by the Company to the Trustee in exchange for the release of all claims against the Company and the Guarantor, including all promissory notes, penalties, fees and interest. The Agreement is subject to the order of approval by the US Bankruptcy Court, Southern District of Florida, West Palm Division with regard to the Guarantor and will become effective upon the first business day of RBMS’s closing on primary equity and debt financing for not less than $100,000,000 for the design, construction and opening of a casino resort in Gulfport, MS. Pursuant to the terms of the Agreement, upon closing, the Company shall deliver to the Trustee 250,000 shares of ~~Series~~newly authorized Series B Subordinated Participating Preferred Stock in Rotate Black,. ~~to be designated~~ These Series B Preferred shares will be fully redeemed through payments to the Trustee totaling $5,000,000 and will be determined as a percentage of the Company’s gross cash receipts each year, as defined. The payments will be due on a monthly basis. The Series B shares will be subordinated to a maximum of $2,500,000 of Series A Preferred shares. The Series B are fully redeemable by the Company in part or in full based upon a schedule whereby the balance will be adjusted; (1) within the first three months of the closing to $2,000,000; (2) within the first 15 months of closing to $2,500,000; (3) within the first 27 months of closing to $3,000,000; (4) within the first 39 months of closing to $3,500,000; (5) within the first 51 months of closing to $4,000,000; and (5) after 51 but before 59 months of closing the Company is obligated to pay $5,000,000. If the Series B Preferred is not redeemed on an accelerated basis or in accordance with the terms of the Agreement, the Company shall pay the Trustee the sum of $5,000,000, plus 12% interest, per annum, over the five years, with default provisions as defined.

~~9. LAND PURCHASE DEPOSIT~~F-10

~~On May 26, 2009, the Company entered into an agreement to acquire real property in Sullivan County, New York~~8. LAND ~~The~~PURCHASE purchase price for the property was 1,409,828 shares of common stock of the Company, $1,750,000 in cash on escrow and $1,750,000 in cash upon closing. On May 11, 2009, the Company issued 630,735 shares of common stock and Rotate Black, LLC transferred, on behalf of the Company, 779,093 shares of the Company’s common stock to the seller, both being held in escrow, as a deposit under the agreement. The shares were valued at $7,049,142, $5.00, per share. In October 2009, the Company issued 779,093 shares of common stock to Rotate Black, LLC as repayment of the advance.DEPOSIT

On May ~~November 9~~26, 2009, ~~March~~the ~~16,~~Company ~~2010~~entered ~~and~~into ~~May~~an 21agreement to acquire real property in Sullivan County, ~~2010~~New York. The purchase price for the property was 140,983 shares of common stock of the Company, ~~issued 70~~$1,750,000 ~~(valued~~in atcash on escrow and $~~350~~1,~~000~~750,000 $5in cash upon closing.00 On May 11, ~~per~~2009, ~~share)~~the Company issued 63,074 ~~208~~shares of common stock and Rotate Black,~~613~~ ~~(valued~~LLC attransferred, ~~$521~~on behalf of the Company,~~532~~ 77,909 ~~$2.5~~shares of the Company’s common stock to the seller, ~~per~~both ~~share)~~being ~~and~~held ~~500~~in escrow,~~000~~ (as a deposit under the agreement for the first right to purchase the real property. The shares were valued at $~~550~~7,~~000~~049,142, $150.1000, per share). In October 2009, the Company issued 77,909 shares of common stock into ~~satisfaction~~Rotate ofBlack, ~~anti-dilution~~LLC ~~rights~~as repayment of the ~~land purchase agreement~~advance.

~~The~~On November ~~Company~~9, ~~has~~2009, ~~evaluated~~March ~~the~~16, ~~fair~~2010 ~~value of the land deposit~~ and ~~has~~May ~~determined~~21, ~~that~~2010, the ~~acreage~~Company ofissued ~~land~~7,000 ~~has~~(valued aat ~~fair~~$350,000, ~~value~~$50.00, inper ~~excess~~share), of20,861 ~~the~~(valued at ~~book~~$521,532, ~~value~~$25.00, ofper ~~the~~share) ~~deposit~~and ~~recorded~~50,000 ~~however,~~(valued ~~the~~at ~~value~~$550,000 of$11.00, ~~the~~per ~~2,188,441~~share) shares of ~~the~~ common stock ~~of the Company provided as a deposit on the land is not~~ in ~~excess~~satisfaction of ~~its~~anti-dilution rights ~~fair value and, therefore, has recorded a loss on impairment~~ of the land purchase ~~deposit of $8,032,986 as of June 30, 2012~~agreement.

~~As of September 30, 2013, the~~ The Company has evaluated the fair value of the land deposit and has determined that the acreage of land has a fair value is in excess of the book value of the deposit recorded, however, the value of the 218,844 shares of the common stock of the Company provided as a deposit on the land is in excess of its fair value and, therefore, has recorded a loss on impairment of the land purchase deposit of $8, 361,252 as of June 30, 2014.

129. LOANS PAYABLE – STOCKHOLDERS

10. EDMONTON PROJECT MANAGEMENT AGREEMENT

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

The Company, as manager, will be entitled to receive thirty percent of the revenues distributed to the Tribe Companies from the operations of the slot revenue and live games. In addition, the Company is entitled to thirty percent of all profits from any other businesses or activities on the property provided by Tribe Companies and thirty percent of all profits on any amenities or services supporting or related directly or indirectly to the casino. The Company is currently awaiting approval from the Alberta Gaming and Liquor Commission. The project remains in process, however the Company has written-off the deferred costs as of June 30, 2012.

11. LEASE

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

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

12. LOANS PAYABLE – STOCKHOLDERS

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

1310. EMPLOYMENT AGREEMENT

Commencing July 3, 2013, the Company entered into an agreement with its Chief Financial Officer for a term of twelve months subject to earlier termination or renewable upon mutually agreed terms which has been extended on a month-to-month basis. Compensation for the officer is ~~will be~~ accrued at $5,000, per month, and will not be paid until the earlier that the Company has successfully raised a minimum of $500,000 in working capital for its own operations or the Company has sufficient excess cash reserves to enable payment. ~~Upon~~ Upon signing the agreement, the officer was issued 100,000 shares of common stock as a signing bonus and is entitled to receive 101,000 additional shares of the Company’s common stock for each month of service provided, issued quarterly.

1311. CONVERTIBLE AND PROMISSORY NOTES

14On each of July 1, 2014, and on August 28, 2014, the Company sold $32,500, of the nine month 8% convertible promissory notes. ~~CONVERTIBLE~~ ~~AND~~The notes ~~PROMISSORY~~can ~~NOTES~~be ~~PAYABLE~~converted at the variable conversion price, as defined, beginning on the date that is 180 days following the date of the note and thereafter at any time until the note is fully paid. If at any time when the notes are issued and outstanding, the Company issues or sells shares of common stock for no consideration or for a consideration per share less than the conversion price, as defined, in effect on the date of the issuance, then the conversion price will be reduced to that amount.

~~May~~In December 1,2014 ~~2012~~and ~~Convertible~~February ~~Promissory~~2015, ~~Note~~these ~~Payable~~notes were repaid.

~~On May 1, 2012, the Company issued a two~~F-year, 10% convertible promissory note in the amount of $150,000. After 121 days from the issue date, the holder can convert any unpaid principal and accrued interest into common shares of the Company. Between 121 days and 150 days from the issue date, the conversion price per share shall be $0.25; from 151 days to 180 days from the issue date, the conversion price shall be $0.20; anytime thereafter the conversion price shall be $0.15, subject to adjustment as defined.11

~~The~~From May ~~investor~~1, ~~also~~2012 ~~was~~and ~~issued~~continuing athrough ~~five~~September ~~year~~30, ~~common~~2014, ~~stock~~the ~~purchase~~Company ~~warrant~~issued ~~for~~an ~~the~~aggregate ~~purchase~~ of up$999,890 toin ~~480~~two-year,~~000~~ ~~shares~~10% ofconvertible promissory ~~the~~notes ~~Company’s~~and ~~common stock~~$65,000 atin a8% ~~price~~convertible ~~per~~promissory ~~share of $0~~notes.~~40,~~ ~~that~~The ~~permits~~notes aare ~~cashless~~convertible ~~exercise~~into in the ~~event~~Company’s ~~that the underlying shares of~~ common stock as todefined beat ~~issued~~$0.90 ~~upon~~a ~~exercise~~share. ~~are~~There ~~not~~is ~~registered~~a ~~pursuant~~total toof an$785,890 ~~effective~~in ~~registration~~convertible ~~statement~~notes atoutstanding ~~the~~as ~~time~~ of ~~the~~September ~~exercise~~30, 2014.

In December ~~connection~~2014 ~~with~~the ~~this~~Company ~~financing,~~changed the ~~investment~~exchange ~~banker~~price ~~received~~on ~~40,000~~the ~~shares~~convertible ofpromissory ~~the~~notes ~~Company’s~~and ~~common~~warrant to $0.90 (in effect with the reverse stock split).

The convertible note holders were also issued a five year common stock purchase warrant for the purchase of up to 517,337 shares of the Company’s common stock, at a price per share of $0.90, that permits a cashless exercise in the event that the underlying shares of common stock to be issued upon exercise are not registered pursuant to an effective registration statement at the time of the exercise.

Convertible Promissory Note Payable Beneficial Conversion Feature

As part of the issuance of the convertible promissory ~~note~~notes payable, the Company recorded a liability for the embedded beneficial conversion feature on the convertible debentures. Since the conversion feature of the note payable may be reset based upon subsequent financing, the derivative was reflected as a liability. The Company records changes in fair value at each reporting period in its consolidated statements of operations as a gain or loss associated with the change in fair market value. For the years three months ended September 30, 2014 and 2013, the Company recorded a (gain)/expense on change of fair market value of ($43,537) and $265,772, respectively.

The Company ~~calculated~~calculates the value of the conversion ~~feature~~features asusing ~~of May 1, 2012 at $45,251, based~~ upon the Black Scholes model, and has reflected this as a discount against the convertible promissory note, amortizable as interest expense over two years. ~~The Company recorded $5,656 and $5,656 in amortization expense for the three months ended September 30, 2013 and 2012, respectively.~~

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

The Company calculated the value of the conversion feature, recording a loss on the change in fair market value of $120,084 for the three months ended September 30, 2013.

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

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

Warrants

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

The warrants ~~warrant~~were ~~was~~ valued ~~as of May 1, 2012 at $100,431,~~ using a Black-Scholes ~~Option Pricing~~ Model with the stock price on day of grant, ~~$0.22, per share,~~ the risk free interest rate ~~of .84%~~ and the expected volatility ~~of 108~~.~~93%.~~ This value has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years.

14F-12

~~For~~As of ~~the three months ended~~ September 30, ~~2013~~2014 and ~~2012~~June 30, ~~the Company recorded $12~~2014,~~554~~ ~~and~~the ~~$12,554~~Convertible inNotes ~~interest~~Payable ~~expense,~~were ~~respectively.~~as follows:

The Company calculated the value of the warrants recording a loss on the change in fair market value of $40,167 as of September 30, 2013.

	September 30, 2014			June 30, 2014

10% Convertible Promissory Note Payable	$	720,890		$	779,890
8% Convertible Promissory Note Payable	$	65,000		$	-
Less:
Beneficial Conversion Feature Discount	$	(86,776	)	$	(50,630	)
Warrant Discount	$	(391,869	)	$	(461,721	)

10% Convertible Promissory Note Payable - Net	$	307,245		$	267,539

~~July~~For the 17three months ended September 30, ~~2012~~2014 ~~Convertible~~and ~~Promissory~~2013 ~~Notes~~respectively, the Company recorded $126,107 and $171,660 as amortization of the beneficial conversion feature and discount.

On September ~~July 17~~6, 2012, the Company ~~sold~~received $5065,000 ofin ~~10%~~loan ~~convertible~~proceeds. A promissory ~~notes. Warrants~~note towas ~~purchase~~issued anin ~~aggregate~~the amount of ~~194~~$121,~~500~~000, ~~shares~~which includes interest payments of ~~the~~$56,000. ~~Company’s~~In addition, 18,500 shares of common stock were issued inas ~~conjunction~~additional ~~with these financings~~interest. InPursuant to ~~connection~~the ~~with~~terms ~~these~~of ~~financings,~~ the ~~investment~~note, ~~banker~~if ~~received~~the ~~a 10%~~ promissory note ~~for~~was ~~$6,000~~not ~~and~~repaid aby ~~warrant~~May ~~to purchase 34~~20,~~500~~ ~~shares~~2013 of the Company’s ~~common~~is ~~stock,~~to ~~under~~use ~~the~~its ~~same~~best ~~terms~~efforts asto ~~the~~liquidate shares ~~other~~of ~~notes~~its ~~sold,~~common asstock ~~payment~~to ~~for~~repay ~~commissions on~~ the ~~financing~~loan. InAs ~~addition,~~of the ~~investment~~date ~~banker~~of ~~received~~the 22accompanying consolidated financial statements,~~253~~ ~~shares~~no ofpayments have ~~the~~been ~~Company’s~~made ~~common~~on ~~stock~~the aspromissory ~~commission~~note.

~~Convertible~~12. COMMON ~~Promissory~~AND ~~Note~~PREFERRED ~~Payable Beneficial Conversion Feature~~STOCK

~~The Company calculated the value of the beneficial conversion feature as of~~ In July 17, ~~2012~~August atand ~~$49,288,~~September ~~based upon the Black Scholes model. Since the fair value of the conversion feature exceeded the remaining proceeds to be allocated~~2014, the Company ~~has~~issued ~~reflected~~an ~~$2,749,~~aggregate asof ~~a discount against the convertible promissory note~~3,000 ~~amortizable~~shares ~~as interest expense over two years. The excess~~ of ~~the~~common ~~value~~stock, ofat ~~the conversion feature over the proceeds was~~ $460.50,~~539,~~ ~~which~~per ~~was~~share, ~~recorded~~ as ~~interest~~officer compensation ~~expense~~valued onat ~~July 17, 2012. The Company recorded~~ $~~344 and $282 in amortization expense for the three months ended September 30~~1, ~~2013 and 2012, respectively~~500.

~~Pursuant~~On August to3, ~~the~~2014, ~~terms of one of~~ the ~~convertible~~Company ~~promissory~~issued ~~notes payable for $15~~99,~~000~~457 ~~the~~shares ~~note~~of ~~was~~common ~~not~~stock ~~repaid~~for bywere ~~February~~issued ~~15,~~for ~~2013, and~~ the conversion ~~price~~ of ~~that~~10% Convertible Promissory Notes, note payable ~~was~~incentive ~~reduced~~consideration ~~from~~and ~~$0.15~~accrued tointerest ~~$.10,~~valued ~~per~~at ~~share~~$89,511.

~~In September 2013, $20,000~~ As of ~~the~~June ~~principal of the promissory notes~~30, ~~and $2~~2014,~~259~~ ~~in interest were repaid as a result of converting~~ the ~~debt to 222,574 shares of the~~ Company’s ~~common stock.~~issued:

InThe Company ~~September~~issued ~~2013~~20, ~~$6,~~000 ofshares ~~the principal~~ of ~~the~~common ~~promissory~~stock ~~notes issued~~for tolegal ~~the~~services ~~investment~~valued ~~banker,~~at ~~and~~ $~~667~~1.00 inper ~~interest were repaid as a result of converting the debt to 66,677 shares of the Company’s common stock~~share.

InThe Company ~~July~~issued ~~2013,~~an ~~$15,000~~aggregate of ~~the~~222,000 ~~principal~~shares of ~~the~~common ~~promissory~~stock ~~notes, and $1,467 in interest were repaid~~ as aofficer ~~result~~compensation ofvalued ~~converting~~at ~~the debt to 164~~$144,~~671 shares of the Company’s common stock~~000.

The Company ~~calculated~~issued ~~the~~an ~~value~~aggregate of ~~the conversion feature at September 30~~294,939 ~~2013~~shares of ~~the~~common ~~remaining~~stock ~~notes~~for ~~totaling~~were ~~$15,000~~issued ~~and~~for ~~recorded a gain on~~ the ~~change~~conversion ~~in fair market value~~ of ~~$15,213.~~10% InConvertible ~~addition,~~Promissory Notes ~~the~~and ~~discount~~accrued oninterest ~~the~~valued at $41294,~~000 notes which were converted was fully amortized as of September 30, 2013~~921.

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

~~The warrants were valued as of July 17, 2012 at $53,251, using a Black~~F-Scholes Option Pricing Model with the stock price on day of grant, $0.30, per share, the risk free interest rate of .76% and the expected volatility of 148.12%. This value has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years. The Company recorded $6,656 and $5,456 in interest expense for the three months ended September 30, 2013 and 2012, respectively.13

~~In connection with the subsequent June 10, 2013 financing, the warrant price was reduced to $0.15.~~ The Company ~~calculated~~issued ~~the~~32,500 ~~value~~shares of ~~the~~common ~~warrants~~stock atas ~~September~~additional ~~30,~~consideration ~~2013,~~to ~~recording~~note ~~a loss on the change in fair market value of $16,772~~holders.

15The Company issued an aggregate of 94,533 shares of common stock for consulting services valued at an aggregate of $179,067.

~~October~~The Company 15issued 10,000 ~~2012~~shares ~~Convertible~~of ~~Promissory~~common ~~Notes~~stock for interest valued at $20,000.

~~On October 15, 2012, the~~ The Company ~~sold~~issued ~~$39~~4,~~015,~~485 ~~of the 10% convertible promissory notes. Warrants to purchase an aggregate of 78,030~~ shares of ~~the Company’s~~ common stock ~~were~~for ~~issued in conjunction with these financings. A $4,000, 10% convertible promissory note, without warrants, was also issued to~~ the ~~investment~~exercise ~~banker~~of ~~for~~cashless ~~fees pursuant to this investment~~warrants.

Convertible Promissory Note Payable Beneficial Conversion Feature

The Company calculated the value of the beneficial conversion feature as of October 15, 2012 for the $39,015 note at $19,876, based upon the Black Scholes model. The Company recorded $2,485 in amortization expense of the discount for the three months ended September 30, 2013.

The Company calculated the value of the conversion feature at September 30, 2013, recording a loss on the change in fair market value of $19,788.

The Company calculated the value of the beneficial conversion feature as of October 15, 2012 for the $4,000 note at $2,038, based upon the Black Scholes model. The Company recorded $255 in amortization expense of the discount for the three months ended September 30, 2013.

The Company calculated the value of the conversion feature at September 30, 2013, recording a loss on the change in fair market value of $1,683.

In November 2013, the $4,000, 10% convertible promissory note and interest of $423 were converted into 44,423 shares of the Company’s common stock.

Warrants

The warrants were valued as of October 15, 2012 at $13,146, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.24, per share, the risk free interest rate of .71% and the expected volatility of 105.60%. This value has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years. The Company recorded $1,643 in interest expense for the three months ended September 30, 2013.

The Company calculated the value of the warrants at September 30, 2013, recording a loss on the change in fair market value of $2,697.

May 28, 2013 Convertible Promissory Note Payable

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

The Company calculated the value of the beneficial conversion feature as of May 28, 2013 at $29,817, based upon the Black Scholes model. The Company recorded $3,727 in amortization expense for the three months ended September 30, 2013.

The Company calculated the value of the conversion feature at September 30, 2013, recording a loss on the change in fair market value of $24,265.

No warrants were granted with this convertible promissory note payable.

June 10, 2013 Convertible Promissory Note Payable

On June 10, 2013, under the Agreement, the Company issued a two-year, 10% convertible promissory note in the amount of $20,000 to an investor. After 121 days from the issue date, the holder can convert any unpaid principal and accrued interest into common shares of the Company. Between 121 days and 210 days from the issue date, the conversion price per share shall be $0.15; after 210 days from the issue date, the conversion price shall be $0.10; subject to adjustment as defined. The investor also was issued a five year common stock purchase warrant for the purchase of up to 133,334 shares of the Company’s common stock, at a price per share of $0.15, that permits a cashless exercise in the event that the underlying shares of common stock to be issued upon exercise are not registered pursuant to an effective registration statement at the time of the exercise. In addition if, while the warrant is outstanding, the Company effects a merger or consolidation, sells all of its assets or enters into other specifically defined transactions, the warrant will be exercisable into shares of the surviving entity as defined

Convertible Promissory Note Payable Beneficial Conversion Feature

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

The Company calculated the value of the conversion feature as of June 10, 2013 at $9,108, however, the excess of the value of the conversion feature over the proceeds was $3,318, which was recorded as interest expense on June 10, 2013 and $5,790, based upon the Black Scholes model, and has been reflected as a discount against the convertible promissory note, amortizable as interest expense over two years. The Company recorded $724 in amortization expense for the three months ended September 30, 2013.

The Company calculated the value of the conversion feature, recording a loss on the change in fair market value of $2,683 as of September 30, 2013.

Warrants

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

The warrant was valued as of June 10, 2013 at $14,210, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.135, per share, the risk free interest rate of 1.20% and the expected volatility of 111.47%. This value has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years. For the three months ended September 30, 2013, the Company recorded $1,760 in interest expense.

The Company calculated the value of the warrants recording a loss on the change in fair market value of $16,192 as of September 30, 2013.

July 2, 2013 Convertible Promissory Note Payable

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

Convertible Promissory Note Payable Beneficial Conversion Feature

The Company calculated the value of the conversion feature as of July 2, 2013 at $23,243, however, the excess of the value of the conversion feature over the proceeds was $19,630, which was recorded as interest expense on July 2, 2013, and $3,613, based upon the Black Scholes model, and has been reflected as a discount against the convertible promissory note, amortizable as interest expense over two years. The Company recorded $406 in amortization expense for the three months ended September 30, 2013.

The Company calculated the value of the conversion feature, recording a loss on the change in fair market value of $27,292 as of September 30, 2013.

Warrants

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

The warrant was valued as of July 2, 2013 at $36,387, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.17, per share, the risk free interest rate of 1.38% and the expected volatility of 109.18%. This value has been reflected as a discount of the convertible promissory note payable and amortizable as interest expense over two years. For the three months ended September 30, 2013, the Company recorded $4,094 in interest expense.

The Company calculated the value of the warrants recording a loss on the change in fair market value of $19,175 as of September 30, 2013.

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

August 28, 2013 Convertible Promissory Note Payable

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

Convertible Promissory Note Payable Beneficial Conversion Feature

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

The Company calculated the value of the conversion feature, recording a gain on the change in fair market value of $4,920 as of September 30, 2013.

Warrants

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

The warrant was valued as of August 28, 2013 at $102,553, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.26, per share, the risk free interest rate of 1.62% and the expected volatility of 109.18%. $32,553 of this value has been recorded as interest expense and $70,000 has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years. For the three months ended September 30, 2013, the Company recorded $3,293 in interest expense.

The Company calculated the value of the warrants recording a gain on the change in fair market value of $4,894 as of September 30, 2013.

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

	Sept 30 2013		June 30, 2013
10% Convertible Promissory Note Payable	$	397,015	$	328,015
Less:
Beneficial Conversion Feature Discount		(59,953)		(69,642)
Warrant Discount		(168,195)		(91,809)
10% Convertible Promissory Note Payable - Net	$	169,867	$	166,564

Promissory Note Payable

On September 6, 2012, the Company received $65,000 in loan proceeds. A promissory note was issued in the amount of $80,000, which includes interest payments of $15,000. In addition, 185,000 shares of common stock were issued as additional interest. Pursuant to the terms of the note, if the promissory note is not repaid by May 20, 2013 the Company is to use its best efforts to liquidate shares of its common stock to repay the loan. As of March 18, 2014, no payments have been made on the promissory note.

15. COMMON STOCK

Common and Preferred Shares

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

RBMS Equity

RBMS equity consists of 4584,563 Series AB ~~Preferred~~ Common ~~Stock~~ Units and 224,~~687~~936 ~~Series~~warrants Bto ~~Preferred~~purchase B Common ~~Stock~~ Units. $1,925,000 in Units were sold for cash from 2010 through 2012 and $550,000 in Units were issued for services rendered to the Company. Pursuant to these transactions Series A Preferred Unit holders converted into Common B Units.

Stock Option Plan

On July 6, 2011, the Company’s stockholders approved the Rotate Black, Inc. Stock Option Plan (Plan) under which the Chief Executive Officer of the Company may grant incentive stock options to certain employees to purchase up to 25,000,000 shares of common stock of the Company. The option price shall be no less than the fair market value of the stock, as defined. The Plan shall terminate after ten years. As of ~~June~~September 30, ~~2013~~2014 and ~~March~~June 1830, 2014 no options were granted under the Plan.

~~Class A 12%~~ Preferred Stock

At September 30, 2014, June 30, 2014 and 2013 the Company has 5,000,000 shares of Preferred Stock authorized, which has no designation.

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

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

As of June 30, 2011 the Company sold 190 Series A shares with 950,000 warrants to purchase common stock for an aggregate of $190,000. Each warrant is exercisable at $0.40, per share, for five years. As of June 30, 2013, none of the warrants have been exercised.F-14

21As of June 30, 2011 the Company sold 190 Series A shares with 95,000 warrants to purchase common stock for an aggregate of $190,000. Each warrant is exercisable at $4.00, per share, for five years. As of September 30, 2014 and June 30, 2014, none of the warrants have been exercised.

The fair value of the ~~950~~95,000 detachable warrants sold with the Series A for an aggregate of $190,000, was valued at $91,500 and recorded as additional paid-in capital using a Black Scholes Option Pricing Model using the stock price on day of grant, $01.1990, per share, the risk free interest rate of 1.48% and the expected volatility of 81.13%.

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

As of June 30, 2013, all of the 190 shares of Series A Preferred Stock, including accrued interest, dividends and ~~penalty~~fees, have been converted to an aggregate of 4403,~~030,389~~039 shares of the Company’s common stock.

~~16. COMMITMENTS AND CONTINGENCIES~~Warrants

As of September 30, 2014, the Company has the following warrants outstanding.

	Warrants Issued		Exercise Price		Term
Series A warrants		95,000	$	0.90		5 years
10% Convertible Promissory Notes Payable		517,337	$	0.90		5 years
Officers and Affiliates		128,000	$	0.90		5 years
Investment Banker Fees		17,730	$	0.90		5 years
Total		758,067

13. COMMITMENTS AND CONTINGENCIES

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

On February ~~March 15~~19, ~~2011, April 16, 2012 and January 14,~~ 2013 the Company ~~entered~~agreed ~~into~~to ~~non-exclusive~~engage ~~agreements~~a ~~with an investment banker, financial advisor and consultant. The agreements each become exclusive for 14 days following execution and then~~ non-exclusive ~~for~~placement aagent ~~term~~in ofconnection ~~six~~with ~~months. The Company agreed to pay to~~ the ~~investment~~possible ~~banker~~private ~~a cash~~ placement ~~fee~~ of 8%equity, ofequity-linked ~~the~~or ~~total~~debt ~~purchase price of the Company’s~~ securities ~~sold, adjusted by the exercise of any investor warrants,~~ in connection with ~~a placement resulting from~~ the ~~investment~~financing ~~banker’s introduction. In addition, the banker shall receive warrants to purchase common stock~~ of the ~~Company~~Gulfport ~~equal~~casino tohotel 8%project of(“Agreement”). On ~~the~~November ~~funds~~6, ~~raised~~2014, ~~as defined. If~~ the ~~investment~~Company ~~banker~~terminated ~~introduces~~this ~~the~~agreement ~~Company~~and ~~during~~agreed ~~the term~~ to a ~~transaction~~success-based ~~which becomes a merger, acquisition, joint venture or similar transaction, the Company shall pay the banker a~~ fee ~~in combination~~ of ~~stock~~up ~~and~~to ~~cash~~$250,000 ~~that~~contingent ~~reflects~~ upon the ~~exact~~close ~~percentage~~ of ~~stock and or cash used for~~ the ~~transaction,~~Gulfport ~~as defined~~transaction.

On November ~~February 19~~12, ~~2013~~2014, ~~as amended on June 3, 2013 and December 2, 2013,~~ the Company agreed to engage aan ~~non-~~exclusive financial advisor and placement agent in connection with the possible private placement of equity, equity-linked or debt securities in connection with the financing of the Gulfport casino hotel project (“Agreement”). The Agreement is for an initial ~~terms~~term of ~~five~~twelve months and the scope of the engagement agreement calls for a nonrefundable transaction fee, as defined, equal to the sum of (i) 23.00% of the aggregate principal amount of all unsecured, non-senior, second lien or subordinated debt securities, senior notes, capital leases, operating eases and/or bank debt raised or committed from a financing partner introduced to the Company by the agent and (ii) 56.00% of the aggregate amount of all equity and equity-linked securities, as defined, placed or committed from a financing partner introduced to the Company by the agent. The transaction fee shall be subject to an aggregate minimum fee of $1,~~350~~500,000 provided that the ~~Agreement~~project is ~~not~~financed ~~terminated~~or by the Company enters ~~and~~into ~~shall~~an beagreement ~~payable~~whereby ~~regardless~~there ofis ~~whether~~change ~~any~~of ~~financing partners introduced by the agent participate in the financing transaction~~control.

F-15

Litigation

On February 23, 2010, a Complaint was filed in the Third Judicial District Court of the State of Nevada in and For the County of Lyon against the Company, RBL, and others in the amount of $5,000,000 pursuant to the termination of a development agreement for the Dayton Project. On July 16, 2010, the Company and Defendants filed an answer and counterclaim. A default Judgment was filed in the Third Judicial District Court of the State of Nevada In and For the County of Lyon on August 8, 2011 against the Company, Rotate Black, LLC, two officers of the Company~~, and others in the amount of $9,674,057 for exemplary and punitive damages~~. In ~~connection with this matter, a Request for Enrollment of Foreign Judgment was filed in the Circuit Court of Harrison County, Mississippi, First Judicial District on December 23, 2011.~~ On June 6, 2012, the Company filed a Motion for Leave to Seek District Court’s Correction of Clerical Error Appearing on the Face of the Judgment, Subject Matter of Current Appeal in the Supreme Court of the State of Nevada. On June 7, 2012 the Company was notified that the Nevada Supreme Court would hear its appeals to the default judgment. ~~will~~On beSeptember ~~heard~~14, by2014 the ~~Nevada~~ Supreme Court upheld the default, but overturned the default judgment and remanded the case back down to the District Court. The Company will continue to vigorously defend this action but can provide no assurance as to the likelihood of the outcome of the matter.

22On January 18, 2012, an investment banker filed a civil lawsuit against the Company in the Circuit Court of Harrison County, Mississippi, First Judicial District, alleging breach of a fee letter agreement in the amount of $150,000, plus attorney’s fees and costs. The Plaintiff filed a motion for summary judgment on November 21, 2013, which was heard on January 9, 2014, whereupon the motion was granted with regard to the Company’s liability for $25,000. The Court has not entered an order confirming its ruling and has not reached a determination as to the Company’s liability on the remaining $125,000. The Company will vigorously defend this action but can provide no assurance as to the likelihood of the outcome of the matter. As of September 30, 2014 and June 30, 2014, the Company has an accrued liability of $150,000 against the claim.

On January 18, 2012, an investment banker filed a civil lawsuit against the Company in the Circuit Court of Harrison County, Mississippi, First Judicial District, alleging breach of a fee letter agreement in the amount of $150,000, plus attorney’s fees and costs14. ~~The~~ INCOME Plaintiff filed a motion for summary judgment on November 21, 2013 which was heard on January 9, 2014, whereupon the motion was granted with regard to the Company’s liability for $25,000. The Court has not entered an order confirming its ruling and has not reached a determination as to the Company’s liability on the remaining $125,000. The Company will vigorously defend this action but can provide no assurance as to the likelihood of the outcome of the matter. As of June 30, 2013, the Company accrued a liability of $150,000 against the claim.TAXES

17The Company and its subsidiaries file separate tax returns. ~~INCOME~~As ~~TAXES~~of September 30, 2014 and June 30, 2014, management has evaluated and concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements.

The Company and its subsidiaries file separate tax returns and have not filed income tax returns for the years ended June 30, 2009 through 2013 but anticipate no significant income tax expenses as a result of these filings15. SUBSEQUENT EVENTS

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

As of September 30, 2013, management has evaluated and concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements

18. SUBSEQUENT EVENTS

Common Stock

In October ~~2013~~2014, the Company issued ~~200~~44,000 shares of common stock atfor ~~$.15,~~consulting ~~per share as fees to the investment banker totaling $30,000~~services.

In ~~December~~ November ~~2013~~2014, the Company issued ~~an aggregate of 30~~33,~~000~~557 shares of common stock, atfor ~~$0.20,~~the ~~per~~conversion ~~share~~of $30,201 ~~for~~of ~~compensation~~a to10% anConvertible ~~employee~~Promissory Note ~~valued~~and ataccrued ~~$6,000~~interest.

In ~~October and~~ December ~~2013~~2015, anthe ~~aggregate~~Company ofissued ~~822~~15,~~777~~000 shares of common stock ~~were issued~~ for ~~the~~consulting ~~conversion of $59,000 of the 10% Convertible Promissory Notes and accrued interest~~services.

In December ~~November 2013~~2015, the Company issued ~~150~~an aggregate of 600,000 shares of common stock atfor ~~$0.20,~~compensation ~~per share,~~ to atwo ~~consultant~~officers ~~for~~of ~~investor~~the ~~relations services~~Company.

In October, November ~~2013~~and December, 2014 the Company issued ~~100~~an aggregate of 3,000 shares of common stock atfor ~~$0.20,~~compensation ~~per share,~~ to ~~its~~an ~~chief financial~~ officer of ~~pursuant~~the ~~to an employment agreement~~Company.

In January, ~~December~~February ~~2013~~and March, 2015 the Company issued ~~200~~an aggregate of 3,000 shares of common stock atfor ~~$0.10,~~compensation ~~per~~to ~~share,~~an ~~for~~officer of ~~legal~~the ~~fees~~Company.

~~In January and February 2014, the Company issued an aggregate of 20,000 shares of common stock, at $0.20, per share, for compensation to an employee valued at $4,000.~~F-16

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

23From October 7, 2014 and continuing through March 19, 2015, the Company issued an aggregate of $439,300 in two-year, 10% convertible promissory notes, as follows:

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

On October 2917, ~~2013~~2014, the Company ~~issued~~sold a$7,800, of the two-year, 10% convertible promissory ~~note in the amount of $15,000~~notes. ~~After~~Warrants ~~121~~to ~~days~~purchase ~~from~~an ~~the~~aggregate of ~~issue date~~8,667 ~~the holder can convert any unpaid principal and accrued interest into common~~ shares of the Company’s atcommon ~~$0.15,~~stock ~~per~~were ~~share.~~issued ~~After~~in ~~210~~conjunction ~~days~~with ~~conversion~~these ~~price shall be $0~~financings.~~10,~~ ~~subject to adjustment as defined.~~ The ~~investor~~note ~~also~~can ~~was~~be ~~issued a five year common stock purchase warrant for the purchase of up to 100,000 shares of the Company’s common stock,~~ converted at a price ~~per share~~ of $0.~~15,~~90 ~~that permits~~ a ~~cashless~~share ~~exercise~~from in the ~~event~~closing ~~that~~date ~~the~~and ~~underlying~~thereafter ~~shares of common stock to be issued upon exercise are not registered pursuant to an effective registration statement~~ at ~~the~~any time ofuntil the ~~exercise.~~note ~~The~~is ~~Company~~fully ~~issued 25,000 shares of common stock to the investor as an incentive~~paid.

On December 122, ~~2013~~2014, the Company ~~issued~~sold a$300,000, of the two-year, 10% convertible promissory ~~note~~notes. inWarrants ~~the~~to ~~amount~~purchase an aggregate of ~~$30~~330,000. ~~After 121 days from the issue date, the holder can convert any unpaid principal and accrued interest into common~~ shares of the Company’s atcommon $stock ~~.15,~~were ~~per~~issued ~~share.~~in ~~After~~conjunction ~~210~~with ~~days,~~these ~~the conversion price shall be $0~~financings.~~10, per~~ ~~share, subject to adjustment as defined.~~ The ~~investor~~note ~~also~~can ~~was~~be ~~issued a five year common stock purchase warrant for the purchase of up to 200,000 shares of the Company’s common stock,~~ converted at a price ~~per share~~ of $0.~~15,~~90 ~~that permits~~ a ~~cashless~~share ~~exercise~~from in the ~~event~~closing ~~that~~date ~~the~~and ~~underlying~~thereafter ~~shares of common stock to be issued upon exercise are not registered pursuant to an effective registration statement~~ at ~~the~~any time ofuntil the ~~exercise. In~~note ~~addition, the~~is ~~Company~~fully ~~issued 50,000 shares of common stock to the investor as an incentive to the note~~paid.

On January ~~December 17~~3, ~~2013~~2015, the Company ~~issued~~sold a$15,000, of the two-year, 10% convertible promissory notes ~~in the amount of $50,000~~. ~~Warrants~~ The to purchase an aggregate of 333,334 shares of the Company’s common stock were issued in conjunction with these financings. If the Company has not redeemed the notes by the 120th day after the issuance of the notes the note ~~holders~~can ~~may~~be ~~convert~~converted at a price of $0.1590 a share~~. If~~ ~~the~~from ~~Company has not redeemed~~ the ~~notes~~closing bydate ~~the~~and ~~210th~~thereafter ~~day after the issuance of the notes the note holders may convert~~ at aany ~~price~~time ofuntil ~~$0.10 a share. In addition,~~ the ~~Company issued 83,333 shares of common stock to the investor as an incentive to the~~ note~~. In~~ ~~addition,~~is ~~the~~fully investment banker received 245,333 shares of the Company’s common stock and a five year common stock purchase warrant for the purchase of up to 77,300 shares of the Company’s common stock, at a price per share of $0paid.~~15 as commission.~~

On March ~~December 31~~1, ~~2013~~2015, the Company sold an aggregate of $~~270~~50,000, of the two-year 10% convertible promissory notes. ~~Warrants~~ The to purchase an aggregate of 1,800,000 shares of the Company’s common stock were issued in conjunction with these financings. If the Company has not redeemed the notes by the 120th day after the issuance of the notes the note ~~holders~~can ~~may~~be converted ~~convert~~ at a price of $0.1590 a share~~. If~~ ~~the~~from ~~Company has not redeemed~~ the ~~notes~~closing bydate ~~the~~and ~~210th~~thereafter ~~day~~at ~~after~~any ~~the~~time ~~issuance~~until of the ~~notes the~~ note ~~holders~~is ~~may~~fully ~~convert at a price of $0~~paid.~~10 a share. In addition, the Company issued 450,000 shares of common stock to the investors as an incentive to the note.~~

On March ~~January 1~~19, ~~2014~~2015, the Company sold an aggregate of $60,~~000~~500, of the two-year 10% convertible promissory notes. ~~Warrants~~ The to purchase an aggregate of 400,000 shares of the Company’s common stock were issued in conjunction with these financings. If the Company has not redeemed the notes by the 120th day after the issuance of the notes the note ~~holders~~can be ~~may~~converted ~~convert~~ at a price of $0.1590 a share~~. If~~ ~~the~~from ~~Company has not redeemed~~ the ~~notes~~closing bydate ~~the~~and ~~210th~~thereafter ~~day~~at ~~after~~any ~~the~~time ~~issuance~~until of the ~~notes the~~ note ~~holders~~is ~~may~~fully ~~convert at a price of $0~~paid.~~10 a share. In addition, the Company issued 100,000 shares of common stock to the investors as an incentive to the note.~~

InWarrants to ~~connection~~purchase ~~with~~an ~~the~~aggregate ~~financings,~~of ~~the investment banker received 200~~354,~~000~~667 shares of the Company’s common stock aswere aissued ~~fee~~in ~~totaling~~conjunction ~~$30,000~~with these financings.

On March 3, 2014, a stockholder advanced the Company $33,475 and will be issued a 10% convertible promissory note for this amount, plus any additional advances through the time of the Gulfport financing.Financing

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

OnThe total ~~October~~financing ~~14,~~of ~~2013,~~this ~~the~~project ~~Company~~is ~~entered~~contemplated ~~into~~to anbe ~~agreement~~$170 ~~with~~million aand ~~consultant~~is ~~for~~anticipated ~~a period of three months~~ to ~~provide~~be ~~investor~~structured ~~relations services~~ in ~~exchange for 150,000 shares of~~ the ~~Company’s~~following ~~common stock, valued at $30,000. The agreement was not renewed by the Company.~~way:

24● $115,000,000 of Senior Secured Notes ● $25,000,000 of Vendor Finance ● $25,000,000 of New Rotate Black, Inc. Equity ● $5,000,000 of Equity invested to Date

~~ITEM~~Rotate Black, ~~2: MANAGEMENT~~Inc.’Ss ~~DISCUSSION~~equity ~~AND~~investment ~~ANALYSIS~~is OFcontemplated ~~FINANCIAL~~to ~~CONDITION~~come ~~AND~~from ~~RESULTS~~the OFdirect ~~OPERATIONS~~sale of $25.8 Million of Rotate Black, Inc. Senior Notes.

F-17

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties, relating to our financial condition, profitability, liquidity, resources, business outlook, market forces, corporate strategies, contractual commitments, legal matters, capital requirements and other matters. We note that many factors could cause our actual results and experience to change significantly from the anticipated results or expectations expressed in our forward-looking statements. When words and expressions such as: “believes,” “expects,” “anticipates,” “estimates,” “plans,” “intends,” “objectives,” “goals,” “aims,” “projects,” “forecasts,” “possible,” “seeks,” “may,” “could,” “should,” “might,” “likely,” “enable,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “believes,” “estimates,” “projects” or similar words or expressions are used in this Form 10-Q, 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,” forward-looking statements are being made and these words or phrases or similar expressions should be interpreted as intended to identify these forward-looking statements.

In addition to the risks discussed in Item 1A “Risk Factors” of our Form 10-K, filed with the Securities and Exchange Commission on March 318, ~~2014~~2015, various other risks and uncertainties may affect the operation, performance, development and results of our business and could cause future outcomes to change significantly from those set forth in our forward-looking statements, including the following factors:

● our growth strategies; ● our development and potential acquisition of new facilities; ● risks related to development and construction activities; ● anticipated trends in the gaming industries; ● patron demographics; ● general market and economic conditions; ● access to capital and credit, including our ability to finance future business requirements; ● the availability of adequate levels of insurance; ● changes in federal, state, and local laws and regulations, including environmental and gaming license legislation and regulations; ● regulatory approvals; ● competitive environment; and ● risks, uncertainties and other factors described from time to time in this and our other SEC filings and reports.

~~● our development and potential acquisition of new facilities;~~3

● risks related to development and construction activities;

● anticipated trends in the gaming industries;

● patron demographics;

● general market and economic conditions;

● access to capital and credit, including our ability to finance future business requirements;

● the availability of adequate levels of insurance;

● changes in federal, state, and local laws and regulations, including environmental and gaming license legislation and regulations;

● regulatory approvals;

● competitive environment; and

● risks, uncertainties and other factors described from time to time in this and our other SEC filings and reports.

These statements are subject to risks and uncertainties beyond our reasonable control that could cause our actual business and results of operations to differ materially from those reflected in our forward-looking statements. Forward-looking statements are not guarantees of future performance. Our forward-looking statements are based on trends which we anticipate in our industry and our good faith estimate of the effect on these trends of such factors as industry capacity, product demand and product pricing. The inclusion of projections and other forward-looking statements should not be regarded a representation by us or any other person that we will realize our projections or that any of the forward-looking statements contained in this quarterly report will prove to be accurate.

We undertake no obligation to publicly update or revise any forward-looking statements as a result of future developments, events or conditions. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ significantly from those forecast in any forward-looking statements.

MANAGEMENT’S ANALYSIS OF BUSINESS

As used herein the terms “we”, “us”, “our,” the “Registrant,” and the “Company” means, Rotate Black, Inc., a Nevada corporation.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included in this report. This discussion includes forward-looking statements that involve risks and uncertainties. As a result of many factors, our actual results may differ materially from those anticipated in these forward-looking statements.

~~Overview~~GENERAL OVERVIEW OF BUSINESS

~~Gulfport~~Rotate Black, ~~Casino~~Inc. ~~Hotel~~(the Company), was incorporated in Nevada on August 2, 2006. The Company develops, operates and manages gaming and related properties. On April 1, 2010, the Company commenced operations under the Gulfport Project management agreement.

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

On May 28, 2010, the Company, Rotate Black, LLC (“RBL”), an entity under common control with the ~~Company~~company, and an officer of the Company formed RBMS to own, develop and manage the operations of a dockside vessel-based casino in Gulfport, Mississippi. The initial strategy was to secure an existing gaming vessel, move the vessel to the Company’s Gulfport site, and build land assets on that site to support the gaming vessel. Subsequently, the strategy was changed to developing an entirely land-based casino.

The Gulfport Project is being developed on approximately nine-and-a-half acres of the last gaming-eligible sites in Gulfport, Mississippi. The Gulfport Project is adjacent to the $625+ million redevelopment of the Marina, Port and downtown Gulfport areas.

Gulfport, the second largest city in Mississippi, is approximately 12 miles west of Biloxi. The Gulfport Project is expected to be a ~~fourteen~~sixteen-month development ~~project~~period. Upon completion, the casino ~~will~~is intended to feature roughly 1,~~188~~400 slot machines and 2233 table games. The Gulfport Project’s non-gaming amenities ~~will~~are anticipated to include a ~~four-star~~300 ~~205-~~room hotel, pool, ~~spa,~~ cabanas, steakhouse, buffet, snack bar and ~~two~~ feature bars.

The Company believes that various factors will drive the success of the Gulfport Project and its competitive position including favorable population demographics in the regional area, an established and stable existing gaming market, easy accessibility, and location as part of the renewed Gulfport Marina and Port areas.

The Gulfport Project will be located approximately 65 miles northeast from New Orleans, Louisiana; 70 miles south of Hattiesburg, Mississippi; 65 miles southwest from Mobile, Alabama; and, 105 miles from Pensacola, Florida. In total, the approximately five million people living within 150 miles generate approximately 17 million visits to the Gulf Coast market each year.4

The Gulfport Project is to be located approximately 65 miles northeast from New Orleans, Louisiana; 70 miles south of Hattiesburg, Mississippi; 65 miles southwest from Mobile, Alabama; and, 105 miles from Pensacola, Florida. In total, the approximately five million people living within 150 miles generate approximately 17 million visits to the Gulf Coast market each year.

In addition, the project site is just south of downtown Gulfport, four miles from the Gulfport-Biloxi International Airport and adjacent to Mississippi’s third busiest intersection with an estimated 34,000 cars passing by daily.

26Gulfport Project

~~Effective~~On May ~~October 20~~28, 2010, ~~RBMS~~the ~~entered~~Company, ~~into~~Rotate aBlack, ~~ground~~LLC ~~lease~~(RBL), ~~for~~an entity under common control with the ~~nine~~Company, and aan ~~half~~officer ~~acre~~of ~~site~~the ~~for~~Company formed ~~the~~Rotate ~~Gulfport~~Black ~~Project. The~~MS, ~~Preliminary~~LLC ~~Term~~(RBMS), asa ~~defined~~Mississippi limited liability company, ~~remains~~to inown, ~~effect~~develop ~~until~~and manage the ~~earliest~~operations of ~~the~~a ~~ninth~~casino resort ~~month~~to ~~following~~be located on the ~~effective~~property ~~date~~adjacent orto the ~~date~~Gulfport, ~~gaming~~MS ~~operations~~marina. ~~begin~~RBMS’s oninitial ~~the~~strategy ~~leased~~was ~~property. During~~to ~~the~~secure ~~Preliminary~~an ~~Term~~existing gaming vessel, ~~rent~~move ~~would be~~the ~~equal~~vessel to ~~$20,000,~~the ~~per~~Gulfport ~~month~~site, ~~with~~and nobuild ~~payment~~land ~~required~~assets ~~until~~on ~~the~~that ~~earlier~~site ofto ~~the~~support ~~date~~ the ~~Lessee~~gaming ~~commences~~vessel. ~~construction~~Subsequently, RBMS onchanged ~~the~~its ~~premises~~strategy orto ~~February~~an 1,entirely ~~2011~~land-based casino.

~~Due~~ Pursuant to ~~delays~~the innew ~~gaining~~regulatory ~~approval~~requirements imposed by ~~the~~ Mississippi Gaming Commission, the Company ~~paid~~amended ~~fees~~its project plans to ~~amend~~a 250,000 square-foot land-based casino featuring gaming, restaurants, bars, and ~~extend~~support space, as well as an adjacent 300-room four-star hotel. The Company expects the ~~ground~~completion ~~lease~~and grand opening of the Project in Fall 2016. Upon completion, the proposed $170 million project is anticipated to feature:

On● ~~December~~Casino 30– approximately 53,000 ~~2012~~square ~~the~~feet ~~RBMS~~of ~~received~~gaming ~~its~~space, ~~Approval~~including to1,388 ~~Proceed~~slot ~~from~~machines, 33 table games, including blackjack, craps, roulette, and easy-baccarat ● Hotel – a 300-room four star hotel including 40 suites and 260 traditional rooms ● Food and Beverage – Three distinctive and diverse dining options, including a 120-seat steakhouse, a 240-seat buffet, and a casual dining café ● Bars – Three bars, including a Hemingway Bar featuring views of the ~~Mississippi~~marina ~~Gaming~~and ~~Commission.~~outdoor seating ● Parking – a parking garage and lot that can accommodate approximately 1,200 vehicles

~~Upon~~On November 12, 2014, the ~~closing~~Company ofentered ~~the~~into ~~anticipated~~an ~~financing~~exclusive inengagement ~~connection~~agreement with a financial advisor for the ~~Gulfport~~seeking, ~~Project~~arranging, negotiating and general advising of the Company ~~will~~with ~~pay~~respect to the ~~lessor~~placement, anin ~~aggregate~~one ofor ~~$1,902,156~~a inseries ~~preliminary~~of ~~rent~~transactions, ~~interest~~of debt and/or equity ~~taxes~~securities ~~under~~for the ~~ground~~purpose ~~lease~~of funding the development of the Hemingway Resort and Casino. ~~After~~ Consideration for the ~~commencement~~services under this agreement include a contingent placement fee equal to 3% of ~~gaming~~the ~~operations,~~principal ~~RBMS~~amount ~~will~~of ~~pay~~any anfirst ~~annual~~lien ~~minimum~~debt ~~base~~and ~~rent~~6% of ~~$900,000~~any subordinated ~~under~~debt ~~the~~or ~~lease,~~equity aslike ~~defined~~portion.

~~Rotate~~The total ~~Black~~financing ~~OK,~~of ~~LLC~~this project is contemplated to be $170 million and is anticipated to be structured in the following way:

On● ~~December 14~~$115, ~~2011~~000,000 ~~the~~of ~~Company~~Senior ~~formed~~Secured aNotes ~~wholly-owned~~● ~~subsidiary~~$25, ~~Rotate Black OK~~000,000 ~~LLC (OKL) and through the subsidiary, on December 12, 2011, the Company entered into an agreement to provide casino management services to an Oklahoma Native American Tribe Casino for a term~~ of ~~ninety~~Vendor ~~days~~Finance at● $3025,000,000 ~~per month, inclusive~~ of ~~all~~New ~~personnel~~Rotate ~~needed~~Black, ~~to provide the consulting services~~Inc. ~~The~~Equity ~~Company~~● ~~plans to leverage this agreement to generate additional Native American gaming consulting agreements. As of June 30~~$5, ~~2013~~000,000 ~~this~~Equity ~~contract~~invested ~~was~~to ~~completed, there was no revenue for the year ended June 30, 2013 and the subsidiary is inactive.~~Date

~~SlotOne~~Rotate Black, Inc.’s equity investment is contemplated to come from the direct sale of $25.8 Million of Rotate Black, Inc. Senior Notes.

~~Going Concern Status~~Other Projects

~~Our financial statements have been prepared on a going concern basis~~SlotOne, which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. The Company has incurred substantial losses from operations and it has negative operating cash flow, which raises doubt about its ability to continue as a going concern. The Company sustained a net loss attributable to common shareholders of ($876,703) for the three months ended September 30, 2013 and has an accumulated deficit as of September 30, 2013 of $32,390,869. LLC

On December 13, 2011, the Company formed a wholly-owned subsidiary, SlotOne, Inc., to provide slot machines on a participation basis in certain casino locations where the replacement of old equipment can enhance earnings for the gaming location and the Company. To date, the Company has secured an exclusive license agreement with Global Gaming Group, Inc. for the use if its slot games and gaming content. Currently the Company is assimilating these games and its infrastructure into a new Class II gaming platform. Initial testing of the Company’s new state of the art equipment is contemplated in the fall of 2015.

Going Concern

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. The Company has incurred substantial losses from operations and it has negative operating cash flow, which raises doubt about its ability to continue as a going concern. The Company sustained a net loss attributable to common shareholders of ($656,723) for the three months ended September 30, 2014 and has an accumulated deficit as of September 30, 2014 of $38,352,192.

We intend to continue our planned capital expenditures to develop our gaming interests, as discussed, but we do not have sufficient realized revenues in order to finance these activities internally. As such, we intend to seek capital in order to fund our working capital and capital expenditure needs.

Although we recently obtained additional financing through convertible promissory notes and loans, we can provide no assurance that we will be able to obtain sufficient additional funds to develop our interests and alleviate doubt about our ability to continue as a going concern. We cannot be certain that additional funds, even if available, will be on acceptable terms. To the extent the Company raises additional funds by issuing equity or equity-linked securities, our stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact our ability to conduct business. Furthermore, certain of our current creditors may be required to approve any such transaction and may require the issuance of securities convertible into equity of the Company that can result in significant dilution.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

Three months ended September 30, ~~2013~~2014 compared to the three months ended September 30, ~~2012~~2013

Revenue

For the three months periods ended September 30, ~~2013~~2014 and ~~2012~~2013, we had revenues of $0 and $0 respectively. The Company is anticipating ~~commencing~~ management fees associated with the Gulfport project.

Expenses

Our total expenses for the three months ended September 30, ~~2013~~2014, were $1921,~~058,760~~778 as compared to $~~839~~1,~~664~~058,760 for the comparable prior year period. The ~~increase~~decrease of $~~219~~136,~~096~~982, approximately 2613%, can be attributed primarily to ~~increases~~decreases in ~~interest~~change ~~expense~~in ~~and~~fair ~~amortization~~value of conversion ~~the~~feature ~~beneficial~~of ~~conversion~~the ~~feature~~notes payable, general and ~~change~~administrative inexpenses ~~fair~~and ~~market~~amortization ~~value~~ of the beneficial conversion feature ~~of convertible debt~~ offset by ~~decreases~~increases in ~~general~~interest ~~and~~expense, ~~administrative~~stock-based ~~expenses~~compensation expense and accrued salary expense.

General and administrative expenses for the three months ended September 30, 2013, were $100,979 as compared to $245,236 for the prior year period. The decrease of $144,257, approximately 59% is mainly attributable to decreases in audit and consulting fees.6

~~Our~~General and ~~net~~administrative ~~loss~~expenses ~~attributable to stockholders~~ for the three months ended September 30, ~~2013~~2014, ~~was~~were $~~876~~70,~~703~~339 as compared to $~~637~~100,~~306~~979 for the comparable prior year period. The ~~increase~~decrease ~~in loss~~ of $~~239~~30,~~397~~640, approximately 3830%, ~~can~~is bemainly ~~attributed~~attributable ~~primarily~~ to ~~increases in interest expense and amortization of the beneficial conversion feature, and change in fair market value of the conversion feature of convertible debt offset by~~ decreases in ~~general~~legal and ~~administrative~~lobbyist ~~expenses, accrued salary expense~~fees.

Interest expense for the three months ended September 30, 2014 was $435,932 as compared to $345,022 for the three months ended September 30, 2013. This increase of $90,910, approximately 26% resulted primarily from increases in interest related to the mortgage on the Big Easy Vessel and Promissory Notes in addition to interest on stockholder loans and the convertible promissory notes.

Net loss attributable to stockholders for the three months ended September 30, 2014, was $656,723 as compared to a net loss of $876,703 for the comparable prior year period. The decrease in loss of $219,980, approximately 25%, can be attributed primarily to decreases in the change in fair value of the derivative liability, general and administrative expenses and amortization of the beneficial conversion feature, offset in part, by increases in interest expense, stock-based compensation expense and accrued salary expense.

Liquidity and Capital Resources

As of September 30, ~~2013~~2014, we had negative working capital of $1518,~~744~~703,~~527~~367 compared to negative working capital of $1517,~~251~~739,~~960~~046 as of June ~~September~~ 30, ~~2012~~2014, and an accumulated deficit of $3238,~~390~~352,~~869~~192 as of September 30, ~~2013~~2014, and further losses are anticipated.

We do not have sufficient funds to continue our operating activities. Future operating activities are expected to be funded by sales of common stock and to a limited extent, debt financing until such time that operations will generate sufficient funds.

These factors raise doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations arising from normal business operations when they come due. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event we cannot continue.

Cash Provided ~~(Used in)~~ by Operating Activities

Cash flows ~~used~~from in operating activities for the three months ended September 30, ~~2013~~2014 was ($42295,~~238)~~115, as compared to cash ~~flow~~flows ~~provided~~used by in operating activities of ($~~215~~42,~~025~~238) for the comparable ~~2012~~three ~~period~~months ended September 30, 2013. ~~This~~The ~~decrease~~increase in the Company’s operating cash flows was $337,353 from ~~operations~~the ~~resulted~~three ~~primarily~~months ~~from~~ended September 30, 2014 as compared the ~~increase~~three inmonths ~~loss~~ended September 30, ~~decreases~~2013. inThe ~~accounts~~Company ~~payable~~had ~~and~~not ~~accrued~~generated ~~expenses~~revenues ~~and~~from ~~stock-based~~operations ~~compensation~~for the three months ended September, ~~offset~~2014 inor ~~part~~2013. As a result, cash flows from operations are generated primarily by ~~increases~~changes in amounts accrued ~~interest~~for onoperating ~~mortgage~~expenses and ~~notes~~stock-based ~~payable~~compensation, offset ~~and~~by amortization and changes in ~~beneficial~~fair ~~conversion~~market ~~feature~~value associated with the convertible debt and ~~warranty~~warrant liability.

Cash Used in Investing Activities

Cash flows used in investing activities for the ~~three~~nine months ended September 30, ~~2013~~2014 was $12384,~~153~~073 as compared to $~~388~~12,~~366~~153 used in investing activities for the three months ended September 30, ~~2012~~2013. This ~~decrease~~increase in cash used in investing activities ~~consisted~~of $371,920 consisted primarily of ~~decreases~~an increase in ~~casino construction costs and~~ deferred casino ~~development~~ground ~~costs~~lease rent.

Cash Provided by Financing Activities

Cash flows provided by financing activities for the three months ended September 30, ~~2013~~2014 were $5489,~~706~~037 as compared to $~~164~~54,~~764~~706 provided by financing activities for the three months ended September 30, ~~2012~~2013. This ~~decrease~~increase in cash provided by financing activities of $34,331 consisted primarily of aan ~~decrease~~increase in ~~loan~~discounts ~~payables~~on ~~from~~notes ~~stockholders~~payable offset by ~~increases~~a decreases in the sale of convertible promissory notes and ~~discounts~~loans ~~on notes~~ payable stockholders.

Off-balance Sheet Arrangements

The Company has no off-balance sheet arrangements other than the guarantees discussed in the Notes to the consolidated financial statements.

Impact of Inflation

We believe that inflation has not had a material impact on our results of operations for the period ended September 30, ~~2013~~2014. We cannot be assured that future inflation will not have an adverse impact on our operating results and financial condition.

Climate Change

Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

ITEM 3: . QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information to be reported under this item is not required of smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and the Chief Financial Officer, we have concluded that our disclosure controls and procedures were not effective as of September 30, ~~2013~~ 2014, based on their evaluation of these controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in reports it files or submits under the Exchange Act is accumulated and communicated to management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We have identified certain matters that constitute deficiencies (as defined under the Public Company Accounting Oversight Board Auditing Standard No. 2 5) in our internal controls over financial reporting. The deficiencies that we have identified relate to the fact that that our overall financial reporting structure, internal accounting information systems and current staffing levels are not sufficient to support our financial reporting requirements. We are working to remedy our deficiencies.

298

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ~~ending~~ended September 30, ~~2013~~2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On February 23, 2010, a Complaint was filed in the Third Judicial District Court of the State of Nevada in and For the County of Lyon against the Company, RBL, and others in the amount of $5,000,000 pursuant to the termination of a development agreement for the Dayton Project. On July 16, 2010, the Company and Defendants filed an answer and counterclaim. A default Judgment was filed in the Third Judicial District Court of the State of Nevada In and For the County of Lyon on August 8, 2011 against the Company, Rotate Black, LLC, two officers of the Company, and others in the amount of $9,674,057 for exemplary and punitive damages. In In connection with this matter, a Request for Enrollment of Foreign Judgment was filed in the Circuit Court of Harrison County, Mississippi, First Judicial District on December 23, 2011. On June 6, 2012, the Company filed a Motion for Leave to Seek District Court’s Correction of Clerical Error Appearing on the Face of the Judgment, Subject Matter of Current Appeal in the Supreme Court of the State of Nevada. On June 7, 2012 the Company was notified that the Nevada Supreme Court would hear its appeals to the default judgment. ~~will~~On beSeptember ~~heard~~4, by2014, the ~~Nevada~~ Supreme Court removed the default judgment and remanded the case back down to the District Court for further litigation. The Company ~~will~~continues to vigorously defend this action but can provide no assurance as to the likelihood of the outcome of the matter.

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

ITEM 1A. RISK FACTORS

N/A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.:		Exhibit

31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934*

31.2		Certification of the Chief Financial Officer (principal financial and accounting officer) pursuant to Rule 13a-14 of the Securities Exchange Act of 1934*

32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350*

32.2		Certification of the Chief Financial Officer (principal financial and accounting officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350*

101.INS		XBRL INSTANCE DOCUMENT+

101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT+

101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE+

101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE+

101.LAB		XBRL TAXONOMY EXTENSION LABELS LINKBASE+

101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE+

*filed herewith

+submitted herewith

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ROTATE BLACK, INC.

Date: April 23, 2015	By:	/s/ John Paulsen
		John Paulsen, Chairman,
		(Principal Executive Officer)

Filing Compare · Rotate Black, Inc.