10QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

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

For the quarterly period ended September 30, 2003

Or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from       to

Commission File No: 0-17529

DIAMONDHEAD CASINO CORPORATION

(Exact name of registrant as specified in charter)

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

150-153rd Avenue, Suite 202, Madeira Beach, Florida 33708
(Address of principal executive offices)

Registrant’s telephone number, including area code: 727/393-2885

     Indicate by check mark whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 No o

     Indicate the number of shares outstanding of each of the Issuer’s classes of common equity as of the latest practicable date: Number of Shares Outstanding at November 4, 2003: 29,538,308.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
	ITEM 1. Financial Statements
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
		CONDENSED CONSOLIDATED BALANCE SHEET
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	Item 2. Management’s Discussion and Analysis of Financial Condition and Financial Results
	Item 3. Controls and Procedures
PART II - OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Securities Holders
	Item 5. Other Information
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
Ex-31.1 Section 302 CEO Certification
Ex-31.2 Section 302 CFO Certification
Ex-32.1 Section 906 CEO Certification
Ex-32.2 Section 906 CFO Certification

TABLE OF CONTENTS

PART I:	FINANCIAL INFORMATION
ITEM 1:	Financial Statements
	Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2003 and September 30, 2002	4
	Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2003 and September 30, 2002	5
	Condensed Consolidated Balance Sheet as of September 30, 2003	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2003 and September 30, 2002	7
	Notes to Condensed Consolidated Financial Statements	8-10
ITEM 2:	Managements Discussion and Analysis of Financial Condition And Financial Results	10-12
ITEM 3:	Controls And Procedures	12-13
PART II:	OTHER INFORMATION
ITEM 1:	Legal Proceedings	13
ITEM 4:	Submission of Matters to a Vote of Security Holders	13
ITEM 5:	Other Information	13
ITEM 6:	Exhibits and Reports on Form 8-K	13-14

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PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

     The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the fiscal year. In the opinion of Management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal recurring nature. The Company has presented the financial statements contained in this report as if the Company were to be able to continue as a going concern. However, as described in Note 1 to the financial statements, certain conditions indicate that the Company may not be able to continue as a going concern.

     The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form-10QSB and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. These statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Annual Report on Form-10KSB for the year ended December 31, 2002.

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DIAMONDHEAD CASINO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended
	September 30
	2003			2002
Revenues:
Dock Lease Income		106,581			67,329
Interest Earned on Invested Cash		2,664			8,237
Other		217			1,140
		109,462			76,706
Costs and Expenses:
General and Administrative		204,662			191,300
Depreciation and Amortization		3,955			3,969
Interest		22,197			23,132
Other		30,100			22,249
		260,914			240,650
Net Loss		(151,452	)		(163,944	)
Preferred Stock Dividends		(26,840	)		(26,440	)
Net Loss Applicable to Common Stock	$	(178,292	)	$	(190,384	)
Loss Per Share
Basic and Diluted	$	(.006	)	$	(.007	)
Weighted Average Number of Common Shares Outstanding		29,462,454			29,267,352

See accompanying notes to condensed consolidated financial statements.

4

DIAMONDHEAD CASINO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Nine Months Ended
	September 30
	2003			2002
Revenues:
Dock Lease Income		259,463			201,987
Interest Earned on Invested Cash		9,867			29,219
Other		1,599			9,048
		270,929			240,254
Costs and Expenses:
General and Administrative		623,573			634,966
Depreciation and Amortization		11,475			12,437
Interest		67,664			70,063
Other		118,596			143,634
		821,308			861,100
Net Loss		(550,379	)		(620,846	)
Preferred Stock Dividends		(80,520	)		(80,120	)
Net Loss Applicable to Common Stock	$	(630,899	)	$	(700,966	)
Loss Per Share
Basic and Diluted	$	(.021	)	$	(.024	)
Weighted Average Number of Common Shares Outstanding		29,410,833			29,234,210

See accompanying notes to condensed consolidated financial statements.

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DIAMONDHEAD CASINO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)

		September 30, 2003
ASSETS
Current Assets:
Cash and Cash Equivalents		$	1,045,627
Accounts Receivable			6,311
Other Current Assets			36,315
	Total Current Assets		1,088,253
Equipment and Fixtures, Less Accumulated Depreciation			90,027
Land Held for Development-Dockside Gaming			5,419,899
Long Term Receivables			157,795
Other			80
		$	6,756,054
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable and Accrued Liabilities		$	266,450
Current Maturities of Long-Term Debt			38,613
Deferred Dock Lease Income			51,790
	Total Current Liabilities		356,853
Long-Term Debt Less Current Maturities			984,526
Other Liabilities			400,000
	Total Liabilities		1,741,379
Stockholders’ Equity:
Preferred Stock, $.01 par value;
Shares Authorized: 5,000,000
Shares Outstanding: 2,122,000
Aggregate Liquidation Preference ($2,591,080)			21,220
Common Stock, $.001 par value;
Shares Authorized: 50,000,000
Shares Issued: 34,006,963			34,007
Shares Outstanding: 29,475,712
Additional Paid-In-Capital:			26,468,201
Unearned ESOP Shares			(4,892,348	)
Deficit			(16,426,249	)
Treasury Stock, at Cost, 1,250,000 Shares			(190,156	)
Total Stockholders’ Equity			5,014,675
		$	6,756,054

See accompanying notes to condensed consolidated financial statements.

6

DIAMONDHEAD CASINO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		Nine Months Ended
		September 30,
		2003			2002
Operating Activities:
Net Loss		$	(550,379	)	$	(620,846	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and Amortization			11,475			12,437
Release of ESOP Shares			37,585			37,585
Decrease in:
	Accounts Receivable		3,645			4,021
	Other Current Assets		98,625			38,643
Increase (decrease) in:
	Accounts Payable and Accrued Liabilities		30,916			(73,158	)
	Deferred Dock Lease Income		51,790			23,790
Cash used in Operating Activities:			(316,343	)		(577,528	)
Investing Activities
	Purchase of Equipment		(4,214	)		(5,170	)
	Land Development		(255,000	)		(16,255	)
Cash used in
	Investing Activities		(259,214	)		(21,425	)
Financing Activities:
	Payment of Notes and Long-Term Debt		(26,619	)		(24,406	)
	Preferred Stock Dividends		(45,000	)		(45,000	)
Cash used in financing activities:			(71,619	)		(69,406	)
Net decrease in cash and cash equivalents			(647,176	)		(668,359	)
Cash and cash equivalents, beginning of period			1,692,803			2,713,217
Cash and cash equivalents, end of period		$	1,045,627		$	2,044,858

See accompanying notes to condensed consolidated financial statements.

7

DIAMONDHEAD CASINO CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Going Concern

The Company has presented the accompanying financial statements assuming that it will continue as a going concern. Certain conditions indicate that the Company may not be able to continue as a going concern. As reflected in the accompanying financial statements, the Company incurred a loss applicable to common stock of $178,292, which included operating expenses which totaled $260,914 and revenues of $109,462 for the quarter being reported. As stated in Note 6 below, future revenues will decrease by approximately $22,400 per month as a result of the expiration of payments due pursuant to an assignment agreement relating to the Ft. Myers dock lease.

Management of the Company has analyzed future uses of cash in excess of incoming revenues for the period extending 12 months beyond the date of issuance of this report and determined that the Company will exhaust all available cash within that period. The analysis assumed that $265,000 would be required to complete an environmental impact statement relating to the Company’s Diamondhead, Mississippi property, that approximately $147,000 would be required to make payments due to the Florida Department of Revenue pursuant to the terms of a settlement agreement relating to the audit period February 1, 1989 through June 30, 1994, and that the Company would incur additional ongoing costs and expenses.

The Company is currently considering various methods under which it could raise sufficient funds for future use. These include, but are not limited to, bridge financing, sale of equity or debt securities, mortgage of property, and/or sale of assets. In addition, on August 1, 2003, Casino World, Inc., a wholly owned subsidiary of the Company, entered into an agreement with CB Richard Ellis, Inc. to serve as the exclusive agent to secure debt and equity financing for the Company's Mississippi property. In determining a course of action, the Company has also factored in the balloon payment in the approximate amount of $964,000 due to the Florida Department of Revenue after May 2005 under the settlement agreement referred to above.

In the event that the Company is unsuccessful in raising sufficient cash or finding alternative means to meet its future obligations, it could have a significant adverse impact on the Company’s ability to ultimately develop the Diamondhead, Mississippi property. Due to the uncertainty of the outcome, the accompanying financial statements do not reflect any adjustments which may occur as a result of the above-discussed conditions.

Note 2. Earnings (Loss) per Share

Net loss per common share is based on the net loss after preferred stock dividends divided by the weighted average number of common shares outstanding during each period. Common shares outstanding include issued shares, less shares held in treasury and less unallocated and uncommitted shares held by the ESOP trust.

The computation of the net loss per common share does not include shares of common stock that could be issued pursuant to outstanding stock purchase options or warrants or convertible preferred stock as their effect would be antidilutive to the Company’s net loss per share.

Common Shares outstanding includes:
Issued Shares	34,006,963
Less: Treasury Shares	(1,250,000	)

8

	Unallocated, uncommitted ESOP Shares	(3,281,251	)
Outstanding Shares		29,475,712

Note 3. Legal Proceedings

No new contingencies have arisen during the nine months ended September 30, 2003 that were not reported in the Company’s Annual Report on Form-10KSB for the year ended December 31, 2002, and no material changes have occurred with respect to contingencies which were reported therein except as follows:

On or about July 10, 2003, Hubbard Enterprises, Inc., which leases dock and related space in Madeira Beach, Florida to Europasky Corporation, a wholly-owned subsidiary of the Company (see Note 6), filed a Complaint against Europasky Corporation in the Circuit Court for the Sixth Judicial Circuit in and for Pinellas County, Florida (Case No. 03-4917-CI-11). Hubbard seeks a declaration from the Court that Europasky Corporation breached its lease with Hubbard and is in default and further, that Europasky Corporation does not have an option to extend its lease with Hubbard for an additional three year period from November 1, 2005 to October 31, 2008. In the event Hubbard were successful, Europasky Corporation could lose its right to collect rental under it’s current sublease with VTM Management, Inc. which extends to October 31, 2005, and would be unable to extend its lease with Hubbard Enterprises, Inc. for an additional three year period beginning November 1, 2005 and ending October 31, 2008.

Note 4. Reclassifications

Certain reclassifications have been made to the prior period financial statements to conform to the current year presentation.

Note 5. Other Costs and Expenses

Other costs and expenses consisted of the following:

	2003		2002
For the three months ended September 30:
ESOP Provision	$	17,500	$	8,949
Real Estate and Tangible Taxes		12,600		13,300
	$	30,100	$	22,249
For the nine months ended September 30:
ESOP Provision	$	37,585	$	37,585
Real Estate and Tangible Taxes		38,011		41,049
Reimbursement of Consent Solicitation Expenses of Frank E. Williams, Jr.		—		31,500
Corporate Expenses Incurred in Connection with Two Consent Solicitations		—		33,500
Buy Back of Stock Options Issued to Former Directors and Employee		43,000		—
	$	118,596	$	143,634

9

Note 6. Subleases

The Company, through one of its wholly owned subsidiaries, continues to lease dock space and related premises in Madeira Beach, Florida from Hubbard Enterprises, Inc. On October 9, 2002, the Company exercised its option to renew its lease with Hubbard Enterprises, Inc. for an additional three year term commencing November 1, 2002 and ending October 31, 2005. The renewed lease calls for minimum payments totaling approximately $281,000 over the three year term of the lease (see Note 3).

On April 30, 2003, the Company entered into a new sublease for the premises with VTM Management, Inc. The terms of this sublease call for VTM to make all future payments due to Hubbard as described in the underlying lease between the Company and Hubbard, and, in addition, to pay additional rent to the Company in the approximate amount of $13,000 per month.

The Company, through one of its wholly owned subsidiaries, had leased dock space in Ft. Myers Beach, Florida under a Lease Agreement dated September 20, 1994, having a commencement date of December 1, 1995. Effective June 1, 2000, the Company assigned this lease to Big M Casino, Inc. The assignment called for Big M Casino, Inc. to make all payments due the lessor under the original lease and, in addition, to pay additional rent to the Company in the approximate amount of $22,400 per month. The terms of this arrangement will expire on November 30, 2003, and the Company will no longer derive revenue from this source.

Note 7. New Accounting Pronouncement

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. SFAS No. 150 changes the accounting for certain financial instruments that, under previous guidance, could be classified as equity or “mezzanine” equity, by now requiring those instruments to be classified as liabilities (or assets in some circumstances) in the Consolidated Balance Sheets. Further, SFAS No. 150 requires disclosure regarding the terms of those instruments and settlement alternatives. The guidance in SFAS No. 150 generally is effective for all financial instruments entered into or modified after May 31, 2003, and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003. The Company has evaluated SFAS No. 150 and determined that it does not have an impact on the Company’s financial reporting and disclosures.

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

Financial Results for the Three Months Ended September 30, 2003

The Company’s current priority is the development of a destination casino resort in Diamondhead, Mississippi. In the opinion of management, this project holds the greatest potential for increasing shareholder value. The Company’s management, financial resources, and assets will be primarily devoted towards the development of this goal. There can be no assurance that, if developed, the Diamondhead casino resort will be successful.

10

Revenues

The Company earned total revenues of $109,462 for the three months ended September 30, 2003 as compared to total revenues of $76,706 for the same quarter in 2002. The increase in revenues of $32,756 is attributable to dock lease income derived from a sublease with VTM Management, Inc., offset somewhat by a decrease in interest earned on invested cash, due to the Company’s continued use of cash on hand.

Costs and Expenses

Costs and expenses incurred for the three months ended September 30, 2003 totaled $260,914, of which $204,662 were administrative in nature. Total expenses in 2003 included non-cash ESOP charges of $17,500. For the same period in 2002, costs and expenses incurred totaled $240,650, of which $191,300 were administrative in nature. Total expenses in 2002 included non-cash ESOP charges of $8,949. The increase in administrative expenses is primarily due to the expenditure of $8,000 for a recent appraisal of the Diamondhead, Mississippi property.

Financial Results for the Nine Months Ended September 30, 2003

Revenues

The Company earned total revenues of $270,929 for the nine months ended September 30, 2003 as compared to total revenues of $240,254 for the same period in 2002. The increase in revenues of $30,675 is attributable to dock lease income derived from a sublease with VTM Management, Inc., offset somewhat by a decrease in interest earned on invested cash, due to the Company’s continued use of cash on hand.

Costs and Expenses

Costs and expenses incurred for the nine months ended September 30, 2003 amounted to $821,308 of which $623,573 were administrative in nature. For the same period in 2002, costs and expenses incurred totaled $861,100, of which $634,966 were administrative in nature. The decrease in costs and expenses in the amount of $39,792, reflects the fact that during the same period in 2002, the Company incurred costs for a marketing study and architectural services in connection with the Diamondhead, Mississippi property and incurred expenses in connection with two consent solicitations, which were offset by a current year charge of $43,000 for the purchase of 860,000 options to buy common stock issued to former Directors and a former key employee of the Company.

Liquidity and Capital Resources

In the first nine months of 2003, the Company was able to meet its ongoing costs and expenses through the use of cash on hand. During the period, the Company’s cash on hand decreased $647,176, of which $316,343 was used to meet ongoing costs and expenses and $250,000 was used to pay for services performed in connection with the Company’s environmental impact statement. The Company expects to continue to use cash to subsidize on-going costs and expenses and is expected to expend an additional $265,000 in future quarters of 2003 in connection with the preparation of an environmental impact statement.

The Company remains liable to the Florida Department of Revenue pursuant to a settlement agreement relating to the audit period February 1, 1989 through June 30, 1994. The terms of that settlement agreement call for the Company to make monthly payments in the amount of $10,475 through May 2005, with a final balloon payment in the amount of $964,093 due thereafter.

11

On August 1, 2003, Casino World, Inc., a wholly owned subsidiary of the Company, entered into an agreement with CB Richard Ellis, Inc. Under the terms of the agreement, CB Richard Ellis, Inc. will serve as exclusive agent to secure debt and equity financing for the Company’s Diamondhead, Mississippi project. The agreement, subject to certain exclusions, is contingent on performance and does not require the Company to advance or pay costs or expenses.

The Company expects that ongoing cash requirements associated with administration, debt service and expenses associated with the Mississippi project, will exceed cash revenues generated in future quarters. As stated in Part 1, Note 1 of this report, certain conditions indicate that the Company may not continue as a going concern. Absent a new source of cash inflow, the Company expects that it will exhaust all currently available cash within 12 months of the date of this report. If the Company is unsuccessful in efforts to find new sources of capital, it may have a significant adverse effect on its ability to ultimately develop the Diamondhead, Mississippi property.

Capital Expenditure Requirements

In 2002, the Company retained EDAW, Inc., to draft an Environmental Impact Statement (EIS) for its Diamondhead, Mississippi property, at a base contract price of $500,000, of which $330,000 has been incurred through September 30, 2003.

On October 23, 2001, Mississippi Gaming Corporation, a wholly-owned subsidiary of the Company, entered into a three year Option Agreement to purchase property adjacent to the Company’s Diamondhead, Mississippi site, which was the subject of a prior easement. The terms of the Option Agreement called for the Company to pay $10,000 upon the signing of the agreement and, beginning on January 2, 2003, to make quarterly payments of $2,500 through October 1, 2004. In addition, the Company obtained the right to purchase the property at a price now ranging from $385,000 to $420,000, depending upon the time of exercise.

Critical Accounting Policy

The Company currently carries the value of the Diamondhead, Mississippi property on its balance sheet at cost, in the amount of $5,419,899 and has examined that valuation for impairment. In the opinion of management, the carrying value is not in excess of the ultimate recovery value of the property. The Company recently obtained an independent appraisal of the value of the property and such valuation was reported to be approximately $108,900,000, subject to material assumptions including the property being fully approved and permitted for the development and operation of a casino. However, there can be no assurances that the necessary regulatory approvals can be obtained or that financing will be available to develop the property. At September 30, 2003, the Company does not have the financial resources to develop its proposed Mississippi dockside gaming facility. There can be no assurances that the property will be successfully developed.

Item 3. Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer of the Company have made an evaluation of the disclosure controls and procedures relating to the quarterly report on Form 10QSB for the period ended September 30, 2003, as filed with the Securities and Exchange Commission, and have judged such controls and procedures to be effective as of September 30, 2003 (the evaluation date).

12

There have not been any significant changes in the internal controls of the Company or other factors that could significantly affect internal controls relating to the Company since the evaluation date.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See note 3 to the condensed consolidated financial statements.

Item 4. Submission of Matters to a Vote of Securities Holders

None.

Item 5. Other Information

Options

In March 2003, the Company purchased 860,000 options issued to former Directors and a former key employee of the Company for a total of $43,000. On March 24, 2003, 50,000 options to purchase common stock previously issued to Gregory Harrison, a Director and Vice-President of the Company, expired. On March 11, 2003, the Board of Directors issued 50,000 shares of common stock to Mr. Harrison. On April 3, 2003, 750,000 options to purchase common stock previously issued to Deborah A. Vitale, the President, Chairman, CEO and Treasurer of the Company, expired. On March 11, 2003, the Board of Directors awarded 750,000 options to purchase common stock to Deborah A. Vitale at an exercise price of $ .30 per share.

On July 23, 2003, the Board of Directors awarded 75,000 options to purchase common stock to each of the six members of the Board of Directors at an exercise price of $.75 per share.

On August 12, 2003 the Board of Directors awarded 75,000 options to purchase common stock to a key employee, 50,000 options to purchase common stock to an Officer of the Company and 25,000 options to purchase common stock to an Honorary Director, all at an exercise price of $.75 per share.

Item 6. Exhibits and Reports on Form 8-K

On August 4, 2003, the Company filed a Form 8K with the Securities and Exchange Commission to notify the Commission that it’s wholly owned subsidiary, Casino World, Inc., had entered into an agreement with CB Richard Ellis, Inc., to serve as Casino World, Inc.’s exclusive agent to secure debt and equity financing for the Company’s Diamondhead, Mississippi casino resort project.

On September 2, 2003, the Company filed a Form 8K with the Securities and Exchange Commission to announce results of an appraisal of the Diamondhead, Mississippi property performed by J. Daniel Schroeder, a Mississippi State certified General Appraiser. The appraised value of the property, subject to various material assumptions, was $108,900,000.

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Exhibits 31.1 and 31.2

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

Exhibits 32.1 and 32.2

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

SIGNATURES

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

	DIAMONDHEAD CASINO CORPORATION
DATE: November 13, 2003	/s/           DEBORAH A. VITALE
	By:          Deborah A. Vitale                 President
	/s/           ROBERT L. ZIMMERMAN
	By:          Robert L. Zimmerman                 Chief Financial Officer

14 EX-31.1 3 g85776exv31w1.txt EX-31.1 SECTION 302 CEO CERTIFICATION CERTIFICATIONS EXHIBIT 31.1 I, Deborah A. Vitale, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Diamondhead Casino Corporation. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present, in all material respects, the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the small business issuer and we have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent function): (a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: November 13, 2003 /s/ Deborah A. Vitale - -------------------------- Deborah A. Vitale Chief Executive Officer EX-31.2 4 g85776exv31w2.txt EX-31.2 SECTION 302 CFO CERTIFICATION CERTIFICATIONS EXHIBIT 31.2 I, Robert L. Zimmerman, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Diamondhead Casino Corporation. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present, in all material respects, the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the small business issuer and we have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent function): (a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: November 13, 2003 /s/ Robert L. Zimmerman - -------------------------- Robert L. Zimmerman Chief Financial Officer EX-32.1 5 g85776exv32w1.txt EX-32.1 SECTION 906 CEO CERTIFICATION EXHIBIT 32.1 CERTIFICATION In connection with the Quarterly Report of Diamondhead Casino Corporation (the "Company") on Form 10-QSB for the period ending September 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Deborah A. Vitale, Chief Executive Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. DATE: November 13, 2003 /s/ DEBORAH A. VITALE ------------------------------ By: Deborah A. Vitale Chief Executive Officer EX-32.2 6 g85776exv32w2.txt EX-32.2 SECTION 906 CFO CERTIFICATION EXHIBIT 32.2 CERTIFICATION In connection with the Quarterly Report of Diamondhead Casino Corporation (the "Company") on Form 10-QSB for the period ending September 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert L. Zimmerman, Chief Financial Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. DATE: November 13, 2003 /s/ ROBERT ZIMMERMAN ------------------------------ By: Robert Zimmerman Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----

EX-31.1

CERTIFICATIONS                                                      EXHIBIT 31.1

I, Deborah A. Vitale, certify that:

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

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

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

4.   The small business issuer's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f))for the small business issuer and we have:

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

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

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

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

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

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

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

Date: November 13, 2003

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

EX-31.2

CERTIFICATIONS                                                      EXHIBIT 31.2

I, Robert L. Zimmerman, certify that:

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

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

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

4.   The small business issuer's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f))for the small business issuer and we have:

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

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

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

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

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

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

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

Date: November 13, 2003

/s/ Robert L. Zimmerman
- --------------------------
Robert L. Zimmerman
Chief Financial Officer

EX-32.1

EXHIBIT 32.1

                                 CERTIFICATION

     In connection with the Quarterly Report of Diamondhead Casino Corporation
(the "Company") on Form 10-QSB for the period ending September 30, 2003, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Deborah A. Vitale, Chief Executive Officer of the Company,
certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

DATE: November 13, 2003                           /s/ DEBORAH A. VITALE
                                                  ------------------------------
                                                  By: Deborah A. Vitale
                                                      Chief Executive Officer

EX-32.2

EXHIBIT 32.2

                                  CERTIFICATION

     In connection with the Quarterly Report of Diamondhead Casino Corporation
(the "Company") on Form 10-QSB for the period ending September 30, 2003, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Robert L. Zimmerman, Chief Financial Officer of the Company,
certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

DATE: November 13, 2003                           /s/ ROBERT ZIMMERMAN
                                                  ------------------------------
                                                  By: Robert Zimmerman
                                                      Chief Financial Officer