##### 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)                                                |

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

| Item 5.  | Market for Common Equity and Related Stockholder Matters                             | 5  |
|----------|--------------------------------------------------------------------------------------|----|
| Item 6.  | Plan ofOperation                                                                     | 6  |
| Item 7.  | Financial Statements                                                                 | 12 |
| Item 8   | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 12 |
| Item 8A. | Controls andProcedures                                                               | 12 |
| 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  | 0.006                            | 0.006                           |
| Quarter Ended September 30, 2007 | 0.015                            | 0.012                           |
| Quarter Ended June 30, 2007      | 0.020                            | 0.020                           |
| Quarter Ended March 31, 2007     | 0.030                            | 0.020                           |

|                                  | **High    ** | **Low    ** |
|----------------------------------|----------------------------------|---------------------------------|
| Quarter Ended December 31, 2006  | 0.016                            | 0.016                           |
| Quarter Ended September 30, 2006 | 0.023                            | 0.023                           |
| Quarter Ended June 30, 2006      | 0.029                            | 0.025                           |
| Quarter Ended March 31, 2006     | 0.022                            | 0.021                           |

**Holders of Common Equity.**   As of December 31, 2007, theRegistrant had approximately 515 shareholders of record. **DividendInformation.**   The Registrant has not declared or paid a cash dividend to stockholders since it was incorporated.  The Board of Directors presently intends to retain any earnings to finance Registrant operations and does not expect to authorize cash dividends in the foreseeable future.  Any payment of 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.

      The Registrant has incurred net losses: $721,403 for the fiscal year ended December 31, 2007 and $904,233 for the fiscal year ended December 31, 2006 including discontinued operations loss of $11,516.  The Registrant’s current liabilities exceed its current assets by $153,648 as of December 31, 2007 and $114,027 as of December 31, 2006.  At December 31, 2007, the Registrant had an aggregate accumulated deficit and accumulated deficit during the development stage of $12,608,192 ($11,886,789 and $721,403, respectively).  This raises substantial doubt about the Registrant’s ability to continue as a going concern.      None of the officers, directors or shareholders has advanced money to the Registrant in the form of loans or credit lines or has committed any loans or lines of credit to the Registrant.  The Registrant does not have any lines of credit from any financial institutions.       As a result of the fixed nature of many of the Registrant’s expenses, the Registrant may be unable to adjust spending in a timely manner to compensate for any unexpected delays in the development and marketing of the Registrant’s products or any capital raising or revenue shortfall.  Any such delays or shortfalls will have an immediate adverse impact on the Registrant’s business, operations and financial condition.   (b)     Need for Additional Financing May Affect Operations and Plan of Business.      The working capital requirements associated with any adopted plan of business of the Registrant may be significant.  The Registrant anticipates, based on currently proposed assumptions relating to its operations (including with respect to costs and expenditures and projected cash flow from operations), that it must seek financing to continue its operations (an amount which is as yet to be determined).  However, such financing, when needed, may not be available, or on terms acceptable to management.  The ability of the Registrant to continue as a going concern is dependent on additional sources of capital and the success of the Registrant’s business plan.  The Registrant’s independent accountant audit report included in this Form 10-KSB includes a substantial doubt paragraph regarding the Registrant’s ability to continue as a going concern..      If funding is insufficient at any time in the future, the Registrant may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of its planned product development and marketing efforts, any of which could have a negative impact on its business, operating results and financial condition.  In addition, insufficient funding may have a material adverse effect on the Company’s financial condition, which could require the Company to: 

    - 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 the Company. To the extent that the Registrant raises additional capital through the sale of equity or convertible debt securities, the issuance of such securities will result in dilution to existing stockholders.  If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on the Registrant’s operations.  Regardless of whether the Registrant’s cash assets prove to be inadequate to meet the Registrant’s operational needs, the Registrant may seek to compensate providers of services by issuance of stock in lieu of cash, which will also result in dilution to existing shareholders.  

**ITEM   8B 	OTHER INFORMATION**      On June 27, 2008, the Registrant filed a 10-KSB without the consent of the auditors.  On June 30, 2008, the Registrant filed a 10-KSB/A deleting the auditors consent and disclosing the filing error. The amended filing contained unaudited financial statements.  This amended filing includes audited financial statements as well as the Report of our Independent Registered Public Accounting Firm dated July 25, 2008.**13****PART III.****ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROLPERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.**	      On February 28, 2006, John Del Fevro resigned as a director of the Registrant.  On October 1, 2006, Larry Pfautsch was elected to the board of directors and Robert Mosley resigned.  On November 1, 2006, Ray Francis was elected to the board of directors of the Registrant.     The name, age, and respective position of the directors and executive officers of the Registrant are set forth below.  The directors named below will serve until the next annual meeting of the Registrant’s stockholders or until his successors are duly elected and have qualified.  Directors are elected for a term until the next annual stockholders’ meeting.  Officers will hold their positions at the will of the board of directors, absent any employment agreement, of which none currently exist or are contemplated.  There are no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of the Registrant’s affairs.  There are no other promoters or control persons of the Registrant.  There are no legal proceedings involving the directors of the Registrant.  **Director and Executive Officer.**Joseph Cala, 47, Director.Chairman and CEOMr. Cala has been an international business owner most of his professional life. He began his career at an early age rising to top management positions in some of the most prestigious and luxurious resorts in the world. Mr. Cala, as Chairman & CEO of Cala Corporation has been involved in various ventures such as: Fila Sportswear USA; Mondi Fashions, USA; L'Italiano Restaurants and Weddings in California, Hawaii and Japan, Cala Hotels, Inc. dba Undersea Resort; and Hydrogen Future, Inc.Larry S. Pfautsch, 59, Director  Mr. Pfautsch is Vice President of Corporate Communications for American Century Investments, a $100 billion asset manager based in Kansas City, Mo. Previously, Mr. Pfautsch was a Partner and Senior Vice President with the international communications and public relations firm of Fleishman Hillard, Inc., where he was a member of the financial communications, investor relations, and corporate reputation management practice groups. He began his career as a newspaper reporter and editor and later worked in corporate communications for a major building materials retailer.  He is a U.S. Army veteran and a longtime member of the International Association of Business Communicators.Mr. Ray Francis, 71, DirectorMr. Francis, President of UnderSea Resort Design, was elected to the Board of Directors of Cala Corporation. Mr. Francis’ background includes the completion of his undersea naval design in accordance with the strict maritime rules of Lloyds Register of Shipping. Mr. Francis conducts his day to day operational responsibilities at the UnderSea Resort Headquarters in Titusville, Florida and will commence his role as a director and principal in the Company’s oceanic construction operations.**14****Compliance with Section 16(a) of the Securities ExchangeAct.**   Section 16(a) of the Securities Exchange Act of 1934 requires executive officers and directors, and persons who beneficially own more than 10% of any class of the Registrant’s equity securities to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission (“SEC”).  Executive officers, directors and beneficial owners of more than 10% of any class of the Registrant’s equity securities are required by SEC regulations to furnish the Registrant with copies of all Section 16(a) forms they file.Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the registrant under Rule 16a-3(d) during fiscal 2007, and certain written representations from executive officers and directors, the Registrant is unaware of any required reports that have not been timely filed.**ITEM 10.  EXECUTIVE COMPENSATION.**Summary Compensation Table**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 200720062005300,000352,986300,000----------------16,445-(1)	Mr. Cala was appointed a director and president1999.   	There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of the Registrant in the event of retirement at normal retirement date as there is no existing plan provided for or contributed to by the Registrant.  In addition, no remuneration is proposed to be paid in the future, directly or indirectly, by the Registrant to any officer or director since there is no existing plan as of December 31, 2007 which provides for such payment.**15****ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT.**   The following table sets forth information regarding the beneficial ownership of shares of the Registrant’s common stock as of December 31, 2007 (294,916,147 issued and outstanding) by (i) all stockholders known to the Registrant to be beneficial owners of more than 5% of the outstanding common stock; and (ii) all officers and directors of the Registrant, individually and as a group (each person has sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by them):**Title of Class****Name and Address of Beneficial Owner****Amount and Nature of Beneficial Owner    (1)****Percent of Class**CommonStockJoseph Cala13 Main StreetTitusville, FL 32796114,042,40538.6%CommonStockLarry Pfautsch13 Main StreetTitusville, FL327963,500,0001.1%CommonStockJohn Francis13 Main StreetTitusville, FL 327964,000,0001.4%Common  StockShares of all directors and executive officers as a group (1person)121,542,40541.2%(1)	None of these security holders has the right to acquire any amount ofthe shares within sixty days from options, warrants, rights, conversionprivilege, or similar obligations.**ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**   Other than as set forth below, during the last two fiscal years there have not been any transactions that have occurred between the Registrant and its officers, directors, and five percent or greater shareholders.   In January 2006, an officer of the Registrant returned 300,000 shares of common stock and received $15,000 in cash.  The shares were cancelled. In August 2006, an officer of the Registrant returned 7,166,425 shares to the Registrant in exchange for a note payable of $214,993. The shares were cancelled. On November 21, 2006, the Registrant issued an officer of the Registrant 16,611,111 shares of common stock valued at $352,986 in lieu of salary for the year ended 2006.  On February 2, 2007, the Registrant issued 15,000,000 shares of common stock valued at $300,000 in lieu of salary for the year ended 2007.  During the year ended 2007, the Company issued a director of the Company 10,600,000 shares of common stock valued at $268,000 for consulting fees.**16****ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K****Exhibits**.   Exhibits included or incorporated by reference herein are set forth under the Exhibit Index.**Reports on Form 8-K**.   On October 19, 2006 the Registrant filed an 8-K increasing its authorized shares from 200,000,000 to 400,000,000.   On February 27, 2007 the Registrant filed an 8-K appointing the accounting firm of the firm De Joya Griffith & Company, LLC, of Henderson, Nevada, as the principal accountant to audit the Registrant's financial statements for the fiscal year of the Registrant ended December 31, 2006.   On March 10, 2008 the Registrant filed an 8-K announcing a contract between the Registrant and Odys Shipyard for building the Undersea vessels.  Under the terms of the contract, the contract becomes effective when the registrant has placed a 50% deposit on the first vessel to be built. The Registrant has 100 days from the date of the contract to make the initial deposit or Odys Shipyard may unilaterally cancel the contract. The Registrant has no financial obligations until the initial payment has been completed.   The Registrant has held discussions and received affirmative agreement with the New York Harbor Department to dock resort ships in the Hudson River. As of this date no written contract has been completed.**ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.****Audit Fees.**   The aggregate fees billed for each of the last two fiscal years for professional services rendered by De Joya Griffith & Company, LLC for Form 10-KSB for 2006 and 2007 were $15,500 and $10,500, respectively.