##### FORM 10-KSB/A

(Mark One)[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

| Oklahoma                                      | 73-1251800                                                |
|-----------------------------------------------|-----------------------------------------------------------|
| (State or OtherJurisdiction of Incorporation) |  (I.R.S. Employer or Organization IdentificationNo.) |
|                                          |                                                      |
| 13 Main Street, Titusville. Florida           | 32796                                                     |
| (Address of Principal ExecutiveOffices)       | (Zip Code)                                                |

OTHER EVENTS

On June 27, 2008, the Registrant filed its annual report on Form 10-KSB, which report included financials for the fiscal years ending December 31, 2007 and 2006.  In error, the Registrant included in the filed financial statements the audit opinion of the Registrant’s certifying accountants and did not label the financial statements as unaudited.

The Registrant filed the annual report in this manner (i.e., without the audit opinions) in error.

The annual report, as filed, included an audit opinion in error, and the Registrant is filing this amended Form 10-KSB that does not include the audit opinion, since the certifying accountants did not yet render their opinion for financial statements for the 2007 and 2006 fiscal years.

Upon the completion of its audit for the 2007 and 2006 fiscal years, the Registrant will file a further amendment of its Form 10-KSB report to include its audited financial statements and the opinion of its certifying accountant.

| Item 1. | Description of Business                            | 4 |
|---------|----------------------------------------------------|---|
| Item 2. | Description of Property                            | 5 |
| Item 3. | Legal Proceedings                                  | 5 |
| Item 4. | Submission ofMatters to a Vote of Security Holders | 5 |

| Item 5.  | Market for Common Equity and Related Stockholder Matters       | 6  |
|----------|----------------------------------------------------------------|----|
| Item 6.  | Management’s Discussion and Analysis or Plan ofOperation | 7  |
| Item 7.  | Financial Statements                                           | 13 |
| Item 8A. | Controls andProcedures                                         | 13 |
| Item 8B. | Other Information                                              | 13 |

| Item 9.  | Directors, Executive Officers, Promoters and ControlPersons and Corporate Governance; |   |
|----------|---------------------------------------------------------------------------------------|--------|
|     | Compliance with Section 16(a) of theExchange Act                                      | 14     |
| Item 10. | Executive Compensation                                                                | 15     |
| Item 11. | Security Ownership of Certain Beneficial Owners and Management                        |   |
|     | andRelated Stockholder Matters                                                        | 16     |
| Item 12. | Certain Relationships andRelated Transactions and Director Independence               | 16     |
| Item 13. | Exhibits                                                                              | 17     |
| Item 14. | Principal Accountant Fees andServices                                                 | 17     |
|     | Signatures                                                                            | 18     |

|                                  | **High    ** | **Low    ** |
|----------------------------------|----------------------------------|---------------------------------|
| Quarter Ended December 31, 2007  | 0.025                            | 0.006                           |
| Quarter Ended September 30, 2007 | 0.029                            | 0.012                           |
| Quarter Ended June 30, 2007      | 0.028                            | 0.017                           |
| Quarter Ended March 31, 2007     | 0.0324                           | 0.019                           |

|                                  | **High    ** | **Low    ** |
|----------------------------------|----------------------------------|---------------------------------|
| Quarter Ended December 31, 2006  | 0.035                            | 0.015                           |
| Quarter Ended September 30, 2006 | 0.035                            | 0.012                           |
| Quarter Ended June 30, 2006      | 0.040                            | 0.024                           |
| Quarter Ended March 31, 2006     | 0.047                            | 0.021                           |

**Holders of Common Equity.**   As of December 31, 2007, theRegistrant had approximately 1200 shareholders of record. **DividendInformation.**   The Registrant has not declared or paid a cash dividend tostockholders since it was incorporated.  The Board of Directors presentlyintends to retain any earnings to finance Registrant operations and does notexpect to authorize cash dividends in the foreseeable future.  Any paymentof cash dividends in the future will depend upon the Registrant's earnings,capital requirements and other factors. **Sales of Unregistered Securities.**   The Registrant made the following sales of unregistered    securities (restricted stock) during the year which have not been reported in    the 10 Q’s filed for the first three quarters for the year ending December  31, 2007

(d)  On December 10, 2007, the Company issued 5,000,000 shares of    common stock for cash to one individual for a total consideration of $50,000    ($0.01 per share).         No commissions were paid in connection with any of    these sales.  These sales were undertaken under Rule 506 of Regulation D    under the Securities Act of 1933.  Each of the transactions did not involve    a public offering and each of the investors represented that he/she was a  “sophisticated” or “accredited” investor as defined in    Rule 502 of Regulation D. **ITEM 6.  PLAN OF    OPERATION.**     The following discussion should be read in conjunction with    the financial statements of the Registrant and notes thereto contained elsewhere    in this report. **Twelve-Month Plan of Operation.**     The Registrant    intends to take advantage of any reasonable business proposal presented which    management believes will provide the Registrant and its stockholders with a    viable business opportunity.  The board of directors will make the final    approval in determining whether to complete any acquisition, and unless required    by applicable law, the articles of incorporation or bylaws or by contract,    stockholders' approval will not be sought.       The Registrant designed to build the first UnderSea Resort &    Casino, the first Undersea Residence, and the first Residence Fractional    Ownership. The first development will be the residence and the fractional    ownership, and the project will be financed from pre-selling individual units.    The Registrant estimates that the average residential development should    generate approximately $600 million while the total development cost should run  around $460 million. This is based on initial estimates of unit costs and revenue   generated in the sale of the vessels as it is the intent of the Registrant to build   the vessels under the Registrants design for sale to prospective buyers.  The   Registrant does not initially intent to won any of the vessels being build.   Therefore, the management believes that the project has a    great chance of success however there can be no assurance that (i) such	individual unit or fractional ownership will be sold or significant revenue	 will be generated, and (ii) anticipated costs will not be significantly	 exceeded by actual cost incurred. The possibilities in this industry are tremendous,    because demand for oceanic properties is the highest it has ever been and the    supply is scarce. The undersea residences have the ocean available with no    purchase costs, and without the limitations of land. 

    - curtail operations significantly;
    - sell significant assets;
    - seek arrangements with strategic partners or other parties that may requirethe company to relinquish significant rights to products, technologies ormarkets; or
    - explore other strategic alternatives including a merger or sale of thecompany. To the extent that the Registrant raises additional capital through thesale of equity or convertible debt securities, the issuance of such securitieswill result in dilution to existing stockholders.  If additional funds areraised through the issuance of debt securities, these securities may haverights, preferences and privileges senior to holders of common stock and theterms of such debt could impose restrictions on the Registrant’soperations.  Regardless of whether the Registrant’s cash assets proveto be inadequate to meet the Registrant’s operational needs, theRegistrant may seek to compensate providers of services by issuance of stock inlieu of cash, which will also result in dilution to existing shareholders.   

| **Name and principal position**      | **Year**                                           | **Annual compensation**             | **Long-term compensation** |
|--------------------------------------|----------------------------------------------------|-------------------------------------|----------------------------|
| **Salary  ($)**                      | **Bonus  ($)**                                     | **Other annual compen-sation  ($)** | **Awards**                 | **Payouts** | **All other  compen-  sation  ($)** |
| **Restricted  stock  award(s)  ($)** | **Securities  under-  lying  options/  SARs  (#)** | **LTIP  payouts  ($)**              |
| Joseph Cala,(1)  President           | 200720062005                                       | 300,000352,986300,000               | ---                        | --- | --- | --- | --- | -16,445- |

| **Title of Class** | **Name and Address of Beneficial Owner**                            | **Amount and Nature of Beneficial Owner    (1)** | **Percent of Class** |
|--------------------|---------------------------------------------------------------------|--------------------------------------------------|----------------------|
| CommonStock        | Joseph Cala13 Main StreetTitusville, FL 32796                       | 114,042,405                                      | 38.6%                |
| CommonStock        | Larry Pfautsch13 Main StreetTitusville, FL32796                     | 3,500,000                                        | 1.1%                 |
| CommonStock        | John Francis13 Main StreetTitusville, FL 32796                      | 4,000,000                                        | 1.4%                 |
| Common  Stock | Shares of all directors and executive officers as a group (1person) | **121,542,405**                                  | **41.1%**            |