UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

~~December~~PURSUANT TO 1,SECTION ~~2014~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

May 22, 2015

Date of report (Date of earliest event reported)

Rotate Black, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada 0-14039 75-3225181

Nevada	0-14039	75-3225181
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) Incorporation)

201 East Mitchell, 175

PETOSKEY, MI 49770

(Address of Principal Executive Offices) (Zip Code)

(231) 347-0777

(Registrant's telephone number, including area code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8 1.01 ~~Other~~Entry ~~Events~~into Material Definitive Agreements

AsOn May ~~noted~~22, in2015 ~~prior~~the ~~filings,~~company ~~the~~entered ~~Company’s~~into ~~primary~~a ~~focus~~definitive isagreement ~~the~~to ~~development~~eliminate its accrued and outstanding debt of a$9,178,277 ~~hotel~~for ~~and~~a cash ~~casino~~payment inof ~~Gulfport~~$1,250,000 ~~Mississippi~~and ~~under~~400,000 ashares ~~management~~of ~~agreement~~common ~~with~~stock ~~Rotate~~to ~~Black~~be ~~MS,~~paid ~~LLC,~~on aor ~~Mississippi~~before ~~limited~~January ~~liability~~31, ~~company~~2016.

~~Pursuant~~On toMay ~~this endeavor~~22, 2015 the ~~Company~~company ~~has~~entered ~~updated~~into agreements to eliminate its ~~development~~outstanding ~~plan~~debt ~~and~~of is$1,907,172 ~~currently~~to ~~seeking~~officers and ~~evaluating~~affiliates ~~financing~~for ~~options~~953,586 shares ~~with~~of ~~respect~~the toCompany’s ~~the~~common ~~development~~stock.

The Hemingway branded project, when completed, will now include a 50,000 square foot gaming floor, 300 room hotel, 712 space parking garage, steakhouse, buffet, café, feature lounges and a boutique pool and spa area.

Item 9.01 None

SIGNATURES

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

	Rotate Black, Inc.
Date: May 26, 2015
	(Registrant)
Rotate Black, Inc.
Date: December 1, 2014	By:	/s/ JOHN C. PAULSEN
(Registrant)
		Name: John C. Paulsen
By:	/s/ JOHN C. PAULSEN
		Title: Chief Executive Officer
Name:	John C. Paulsen
Title:	Chief Executive Officer

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