UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM 10-K


[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

                               Or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the Transition Period from___________ to ________________



                COMMISSION FILE NUMBER: 000-52134

                SIX DIAMOND RESORTS INTERNATIONAL
     ------------------------------------------------------
     (Exact Name of Registrant as Specified in Its Charter)

        CAYMAN ISLANDS                                 N/A
-------------------------------                  -------------------
(State or Other Jurisdiction of                   (I.R.S. Employer
Incorporation or Organization)                   Identification No.)


                      700 Gemini, Suite 100
                      Houston, Texas 77058
            ----------------------------------------
            (Address of Principal Executive Offices)

                         (281) 488-3883
        ------------------------------------------------
        (Issuer's Telephone Number, Including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act: None

   Securities Registered Pursuant to Section 12(g) of the Act:

        ORDINARY SHARES, PAR VALUE $0.00320375 PER SHARE
        ------------------------------------------------
                        (Title of Class)

Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
                                                     [ ] Yes [X] No

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
                                                     [ ] Yes [X] No

Indicate by check mark 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 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.                                [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

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

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
                                                     [ ] Yes [X] No

As of June 30, 2007, no market price existed for voting and non-
voting common equity held by non-affiliates of the registrant.

As of March 1, 2008, the registrant had 10,142,433 Ordinary
Shares, par value $0.00320375, outstanding.

Documents incorporated by Reference: None

<PAGE>

                        TABLE OF CONTENTS

                             PART I

ITEM 1.    DESCRIPTION OF BUSINESS                                 3
ITEM 1A.   RISK FACTORS                                            9
ITEM 2.    PROPERTIES                                             19
ITEM 3.    LEGAL PROCEEDINGS                                      19
ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS    19

                             PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
           STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
           SECURITIES                                             20
ITEM 6.    SELECTED FINANCIAL DATA                                20
ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATION                     21
ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
           MARKET RISK                                            23
ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA            23
ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE                    24
ITEM 9A.   CONTROLS AND PROCEDURES                                24
ITEM 9B.   OTHER INFORMATION                                      25

                             PART III

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
           GOVERNANCE                                             25
ITEM 11.   EXECUTIVE COMPENSATION                                 27
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT AND RELATED STOCKHOLDER MATTERS             30
ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
           DIRECTOR INDEPENDENCE                                  31
ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES                 32
ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES                33












                                1

<PAGE>

       Cautionary Notice About Forward Looking Statements

     This report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the "Securities Act"), Section 21E of the Securities Exchange
Act of 1934 (the "Exchange Act") and the Private Securities
Litigation Reform Act of 1995.  Forward-looking statements
reflect the current view about future events and financial
performance based on certain assumptions.  They include opinions,
forecasts, projections, guidance, expectations, beliefs or other
statements that are not statements of historical fact.  In some
cases, forward-looking statements can be identified by words such
as "may", "can", "will", "should", "could", "expects", "hopes",
"believes", "plans", "anticipates", "estimates", "predicts",
"projects", "potential", "intends", "approximates" or the
negative or other variation of such terms and other comparable
expressions.  Forward-looking statements in this Annual Report
may include statements about:

     *    future financial and operating results, including
          projections of revenues, income, expenditures, cash
          balances and other financial items;

     *    capital requirements and the need for additional
          financing;

     *    our real property rights, a joint venture agreement and
          other development rights, and the rights of others,
          including actual or potential competitors;

     *    our beliefs and opinions about our potential markets;

     *    growth, expansion and acquisition and development
          strategies;

     *    current and future economic and political conditions
          in Panama;

     *    competition;

     *    potential increase in demand for Panamanian real
          estate;

     *    current and future global economic and political
          conditions;

     *    other assumptions described in this Annual Report
          underlying or relating to any forward-looking
          statements.

     The forward-looking statements in this Annual Report are
only predictions.  Actual results could and likely will differ
materially from these forward-looking statements for many
reasons, including the risks described under "Risk Factors" and
elsewhere in this Annual Report.  No guarantee about future
results, performance or achievements can be made.  These forward-
looking statements are made only as of the date hereof, and we
undertake no obligation to update or revise the forward-looking
statements, whether as a result of new information, future events
or otherwise.







                                2

<PAGE>

                             PART I

ITEM 1.  DESCRIPTION OF BUSINESS

OVERVIEW

     On October 3, 2007, the Company completed the acquisition of
Six Diamond Resorts International, S.A., a Panamanian
corporation, which we refer to herein as "SDRI" in a share
exchange transaction (the "Exchange") pursuant to a Share
Exchange Agreement dated as of August 15, 2007 (the "Exchange
Agreement"), by and among the Company, SDRI and each of the
holders of the outstanding securities of SDRI.

     Prior to the Exchange, the Company was a "shell" company
with no material assets and/or operations.  The Company was
organized under the laws of the Cayman Islands on March 10, 2006,
and prior to the Exchange, the Company had not generated revenues
and its operations consisted solely of attempting to identify,
investigate and conduct due diligence on potential businesses for
acquisition.

     SDRI was formed in March 2007, for the purpose of engaging
in real estate development in the Republic of Panama.  Upon
completion of the Exchange, SDRI became a wholly-owned subsidiary
of the Company and the business of the Company became that of
SDRI.

     Through SDRI, the Company believes that it will be able to
provide a complete solution for the development, sales, and
management of premier resort, vacation and retirement communities
in Panama and intends to attempt to set itself apart from other
Caribbean resorts in its approach to services and amenities.  The
Company believes the services and amenities it intends to offer
will attract individuals to retire in Panama.  The Company also
believes that demand for tropical destinations that are safe,
relatively inexpensive and well developed has increased
dramatically and that the current economic, social, and political
climates in Panama have the potential to provide a substantial
advantage over other areas of Central America.

     Concurrent with the completion the Exchange and through
March 1, 2008, the Company sold in a private placement solely to
accredited investors (the "Offering") an aggregate of one hundred
ninety eight (198) units (the "Units") at a purchase price of
$50,001 per Unit for aggregate gross proceeds of $9.9 million.
Each Unit consisted of 28,572 shares of the Company's Series 1
Convertible Preference Shares, par value $0.00320375 ("Series 1
Preference Shares").  The Company issued an aggregate of
5,657,124 Series 1 Preference Shares in the Offering and received
net proceeds of approximately $8.5 million.  The Series 1
Preference Shares sold in the Offering were issued pursuant to
the exemption from registration provided under Section 4(2) of
the Act and Rule 506 promulgated thereunder.  In connection with
the Offering, the Company paid to a placement agent (the
"Placement Agent") (i) a fee equal to ten (10%) percent of the
aggregate purchase price of the Units sold in the Offering (ii) a
non-accountable expense of three (3%) percent of the aggregate
purchase price of the Units sold in the Offering (iii) a
financial consulting fee equal to one (1%) percent of the
aggregate purchase price of the Units sold in the Offering  (iv)
and warrants (the "Agent Warrants") to purchase 1,131,421 of the
Company's Ordinary Shares for each whole Unit sold in the
Offering.  The Agent Warrants are exercisable for a five (5) year
period at a price per share equal to $1.75 per share.

     Since the Exchange, the Company's business activities have
consisted of developing opportunities in Panama.

Proposed Business Plan

     The Company's currently proposed general business plan
contemplates the Company developing a number of projects (each a
"Project", and collectively, the "Projects") in Panama.  The
Company currently proposes to develop such Projects using for
each, one of two business models.  In the first model, the
Company proposes to purchase, subject to available funding, land
from the then current land owners and then attempt to develop the
property.  The Company will pay all costs and expenses in
acquiring, developing and selling any such properties.  The
Company currently proposes to attempt to use this business model
in connection with a Project that is referred to as the "Brenon
Property" as described below.  In the second model, the Company
proposes to attempt to enter into joint ventures with the land
owners, whereby it is currently contemplated that any such land
owners would contribute the land to a joint venture and the


                                3

<PAGE>

Company will perform (and/or arrange for) all of the development
activities and obtain all required funding necessary to develop
and sell any such properties.  It is currently contemplated that
profits, if any, will be shared with the land owners on a
predetermined ratio.  It is currently proposed that Phase I and
Phase II of Palacio del Mar (as described below) will be
developed by the Joint Venture (as described below) pursuant to
the JV Agreement (as described below) using this business model.
See "Risk Factors."

     The Company currently proposes to be active in each phase of
its development activities, from the acquisition of land to the
design, architecture and construction of any developed properties
it is able to acquire, or to develop through Joint Venture, to
the eventual sale of units on the properties to the end user and
ongoing management of the properties.  Blair Korndorffer, the
executive vice president of the Company, has substantial
experience in the design and construction management of
residential and commercial projects, and has worked with
corporate, government, and private clients to design public
spaces, health care, hospitality, assisted living, office and
residential towers, industrial, specialty, and single family
residential projects in the United States and in a number of
foreign countries.  James Bell, the chief operating and financial
officer of the Company, is a seasoned entrepreneur who, among
other items, worked for the Tramell Crow Company and has
experience managing the acquisition disposition, land
development, marketing, financial and sales aspects of land
development projects. The Company also has, as its Executive
Chairman, Frank DeLape, who has been an officer and/or director
of a number of publicly traded companies.  The Company currently
proposes attempting to build a real estate team based in Panama
with experience in selling properties in the Bocas Del Toro
region.

Proposed Projects

     Palacio del Mar.   The Company currently intends that its
first development project will be Phase I ("Phase I") and Phase
II ("Phase II") of Palacio del Mar (collectively, "Palacio del
Mar"), which it currently intends to develop pursuant to a joint
venture (the "Joint Venture") pursuant to which the owner of
Palacio del Mar will contribute the raw land and the Company
will, among other items, develop the property and provide and/or
arrange for the development financing.  The Company currently
estimates that development costs of Phase I and Phase II of
Palacio del Mar will be approximately $45 million and $50
million, respectively. The Company currently contemplates,
however, that it will not build "spec" properties and then seek
purchasers for such property, but rather sell to purchasers
(depending on the particular project (a "Project") being
developed by the Joint Venture) a condominium in various stages
of construction and/or land with a contract to build a villa or
house, which contract will require purchasers to make staged
upfront payments.  As a result, although no assurances can be
given, the Company does not currently believe it will be required
to obtain all of such estimated approximately $45 million and $50
million through additional third party financing to complete
Phase I and Phase II of Palacio del Mar.  The terms of the Joint
Venture are set forth in the Joint Venture Agreement dated as of
April 1, 2007 (the "JV Agreement"), by and between SDRI and
Landbridge Holdings SA, a Panamanian company ("Landbridge"),
pursuant to which, among other items, generally, Landbridge will
contribute certain properties purchased by it (including Palacio
del Mar) and the Company will, among other things, obtain the
development and other required financing and design, sell and
manage the construction process.  The form of JV Agreement is
attached as an exhibit to an 8-K filed with the SEC on October
10, 2007.  Landbridge will receive payments from the Joint
Venture based upon the fair market value ("FMV") of the property
it contributes to the Joint Venture from the sale of each
condominium, land lot, house or villa located on such contributed
property, as provided in the JV Agreement. Landbridge is owned by
Frank DeLape and one other person.  Mr. DeLape is a control
person of Six Diamond, SDRI and Landbridge and the Company and
such other person is a control person of the Placement Agent,
SDRI, Landbridge and the Company. See "Risk Factors"

     Phase I of Palacio del Mar.     Phase I of Palacio del Mar
is a five (5)-acre site located on the Island of Colon in Panama.
The JV Agreement currently contemplates that Phase I of Palacio
del Mar will consist of three (3) four (4) story condominium
buildings, one (1) three (3) story condominium building, one (1)
six (6) story condominium building.   The Company currently
contemplates that each building will have either a bayfront or
beachfront view.  The Company believes that if all such buildings
are successfully built, such buildings will contain in the
aggregate an estimated approximately 151 condominium units that
will be available for sale.  The Company contemplates that such
proposed condominium units will range in size from efficiency to
penthouse suites.


                                4

<PAGE>


     Phase II of Palacio del Mar.  The Company also intends to
develop Phase II of Palacio del Mar ("Phase II"), which is
located approximately one-half mile from Phase I of Palacio del
Mar in what the Company believes is a more secluded beach cove
setting than Phase I.  This site is approximately five (5) acres.
The Company currently is contemplating attempting to build a
condominium building that will eventually contain approximately
one hundred forty-eight (148) condominium units ranging in size
from efficiency units to ultra-luxurious penthouse suites.  The
property pursuant to which Phase II of Palacio del Mar
contemplates developing is being purchased by Landbridge pursuant
to a purchase agreement dated August 7, 2007 by and between
Landbridge and the current owners of the Phase II of Palacio del
Mar property, for approximately $1,550,000.  To date, Landbridge
has paid the current owners of the Phase II of Palacio del Mar
property $1,550,000.   Landbridge will be paid by the Joint
Venture the FMV for the property it contributed on which Phase II
of Palacio del Mar will be developed. Unlike Phase I, the Company
currently intends for Phase II to offer a single mixed use
building that is planned to house all of the condominium units.
The Company believes that the estimated costs to develop Phase II
of Palacio del Mar will be approximately $50 million.  Similar to
Phase I, the Company currently contemplates financing the
majority of the development of Phase II of Palacio del Mar
through staged payments received by the Joint Venture from the
sale of to be built condominium units following completion of the
proposed building that will contain such condominium units.  The
Company, however, currently contemplates that it will not begin
proposed construction of the proposed building containing the
proposed condominium units until and only if no less than (i)
sixty-five (65%) percent of the proposed condominium units
offered at Phase I of Palacio del Mar are sold, and (ii) a to be
determined number of the unbuilt condominiums in Phase II of
Palacio del Mar are sold.

     The Brenon Property.  Pursuant to several purchase
agreements (each a "Brenon Agreement" and collectively, the
                    ----------------
"Brenon Agreements") with the various property owners (each a
 -----------------
"Seller," and collectively, the "Sellers") of an aggregate of
 ------                          -------
approximately 556 acres of development property located on
mainland Panama outside of the town of Brenon (collectively, the
"Brenon Property"), and SDRI, the Company has agreed to purchase
 ---------------
the Brenon Property for approximately $1,926,916.  To date, the
Company has paid $1,136,011 to purchase property and $110,247 as
deposits for the purchase of remaining acreages, thus reducing
the amount owed on the Brenon Property to $680,657.  SDRI's right
to purchase the remaining Brenon Property pursuant to the Brenon
Agreement expires April 30, 2008.  The Company intends to use the
proceeds from the Offering to complete the purchase of these
properties prior to the expiration of the purchase rights. The
Company believes it will need an estimated additional
approximately $1,500,000 to develop the Brenon Property, which
currently consists of raw land, to the point where it will be
able to begin to sell land lots to fund further development of
the Brenon Property.  See "Risk Factors," "Business".

     If purchased, the Company currently contemplates attempting
to develop this property into a retirement village.  The Company
currently contemplates purchasing, developing and selling this
project by itself and not through the Joint Venture.  The Brenon
Property is located in a valley, surrounded by highlands, and has
a river that runs the length of the property.  The property is
situated approximately 30 miles (on a straight line basis) from
David and Boquete in the southwest region of Panama.

     Playa Diamante.   Pursuant to a purchase agreement, dated
September 2006, by and between Landbridge and the sellers,
Landbridge purchased approximately 200 acres of property in
Panama located in the Archipelago of Bocas del Toro ("Playa").
Landbridge's purchase price for such property was approximately
$4,000,000.  Landbridge and SDRI were planning to develop this
property under the name "Playa Diamante" pursuant to the Joint
Venture on the terms set forth in the JV Agreement in separate
phases.  If all proposed phases of Playa were successfully
developed, the Company currently contemplates that Playa would
consist of approximately 200 acres of beach and resort
communities on the Island of Isla Bastmentos.  Following the
acquisition of Playa by Landbridge, however, litigation was
commenced against certain control persons of SDRI in Panama and
Texas, claiming, among other items, that a third party had title
to Playa and seeking damages.  Although neither SDRI nor the
Company is currently a named party to the litigation, the Company
and/or SDRI, may in the future become a party to the litigation.
SDRI, based upon consultation with its legal counsel in Panama
and Texas, believes such lawsuits are without merit.  The
defendants in such actions are vigorously defending such
lawsuits.  In the event that such lawsuits are dismissed and the
Company, SDRI and Landbridge believe Landbridge has clear title
to Playa, of which no assurances can be given, the Company may
reallocate a portion of the net proceeds from the Offering to
develop Phase I of Playa.  To date on behalf of defendants in
such litigation, SDRI has spent funds defending such lawsuits
from the net proceeds of the Bridge Offering and may spend
additional funds from the net proceeds of the Offering. See "Risk
Factors".


                                5

<PAGE>


     If development of Phase I of Playa is able to proceed, of
which no assurances can be given, the Company currently
contemplates that Phase I of Playa will, if completed, consist of
approximately thirty-six (36) high-end beachfront villas, twenty-
nine (29) lakefront villas, and an eight story condominium
building that would, as currently contemplated, consist of
lakefront and beachfront condominiums.  The Company currently
contemplates that Phase I of Playa would also include one private
six-acre island home for sale complete with personal hovercraft
and helipad.  The Company currently contemplates that expected
prices for residences at Phase I of Playa will start under
$400,000 for condos and villas will range from $450,000 to
$8,000,000. The Company estimates that the cost to complete Phase
I of Playa will be approximately $130 million.  The Company,
however, currently contemplates that the Joint Venture will not
build "spec" units and then seek purchasers for such units, but
rather sell to purchasers raw land on the property, with a
contract to build a villa or house or a condominium unit in
various stages of construction, which contract will require
purchasers to make staged upfront payments based upon the
completion of various phases of the particular purchased unit.
As a result, the Company does not believe it will be required to
obtain all of such $130 million from third party financing for
the Joint Venture.  In the event, however, the staged payments
from any purchasers (together with any then available funds the
Company may then have), do not cover the Joint Venture's costs
and expenses, or for any other reason the Joint Venture requires
additional financing, the Company will be required to obtain
additional capital, which could be substantial. No assurances can
be given that the Company will be able to obtain any such
financing if required, or if it is able to obtain such financing,
the terms thereof.  See "Risk Factors".

The STC System

     The Company intends to attempt to use modular construction
methods in constructing buildings on any properties it and/or the
Joint Venture is able to acquire in connection with the
development of any such properties.  The Company calls such
system the "STC" system.  Using the STC system, the Company
currently intends to construct building modules in a factory and
then assemble the modules on any development site it performs
development services for.  The Company believes that buildings
constructed using the STC system will have greater resistance to
weather than buildings constructed using conventional methods.
To implement such STC system, the Company is attempting to locate
and acquire a suitable facility in Panama and then refurbish and
equip such facility.  No assurances can be given that the Company
will be able to acquire and equip any such facility and/or the
costs thereof.  Failure to do so would result in increased costs
and expenses to the Company, which could have a material adverse
effect on the Company's proposed operations.

THE JOINT VENTURE AND THE JOINT VENTURE AGREEMENT

General

     The Joint Venture is governed by the JV Agreement.
Landbridge and SDRI each own fifty (50%) percent of the Joint
Venture.  Unless earlier terminated (or extended for a reasonable
period to complete projects not then completed), the Joint
Venture will terminate on December 31, 2012.

     Pursuant to the terms of the JV Agreement, for each Project
that the Joint Venture agrees to acquire and develop, generally,
Landbridge will contribute the property to the Joint Venture and
SDRI shall develop the applicable property in accordance with a
proposed Business Plan (as defined below) for such particular
property, including, but not limited to, funding and providing
all architecture and design work, construction management,
marketing and sales plans and any other work, papers, documents
and other materials necessary to the development of the property.
In addition, SDRI will be responsible for obtaining the necessary
funding to finance the development of the particular Project on
the terms set forth in such Project's Business Plan.

     For each Project covered by the JV Agreement, SDRI and
Landbridge shall assemble a business plan (a "Business Plan")
covering, among other items, the development, terms, projected
costs, expenses, profits and losses and setting critical target
dates for completion of milestones for each such Project (the
"Critical Targets").  The Joint Venture's Board of Directors (the
"JV Board") shall prepare and submit to the parties a budget for
each Project which will be included in each Business Plan.  To
date, no Business Plan has been assembled for any Project.

     The Projects currently included in the JV Agreement include
Phase I and Phase II of Palacio del Mar.  Although such Projects
are currently contemplated to be acquired and developed by the JV
Agreement, no assurances can be given that SDRI will elect to


                                6

<PAGE>

and/or have the available resources to, develop one or more
Projects and/or that Landbridge will contribute one or more of
such properties to the Joint Venture for any such Projects.
Phase I and Phase II of Playa are also included, but will not be
acquired and/or development commenced until litigation with
regard to such property described elsewhere herein is
satisfactorily completed. See "Risk Factors".

Operations of the Joint Venture

     The Joint Venture shall be governed by the JV Board, which
shall initially consist of at least three (3) directors.  Each of
Landbridge and SDRI shall have the right to appoint one (1)
director to the JV Board and the third director shall be
appointed jointly by Landbridge and SDRI.  The JV Board shall
have the complete authority to manage the business and affairs of
the Joint Venture, including the power to appoint the Joint
Venture's officers.

     The JV Board may take action at a meeting (either
telephonically or in person) or through written consent.  A
quorum for a JV Board meeting shall consist of no less than a
majority of the Directors of the JV Board and action requires at
least a majority of a quorum.  Action by written consent may only
be taken by unanimous written consent of the JV Board.  The JV
Board is required to meet once every three (3) months.

The Joint Venture Board

     The JV Board shall initially consist of three (3) members as
follows:

<TABLE>
<CAPTION>
     Name of JV Board Director              Age       Other Joint Venture Positions Held
     -------------------------              ---       ----------------------------------
     <S>                                    <C>       <C>

     James William Bell (SDRI appointee)     50        Chief Executive Officer
     Richard Kiibler (Landbridge appointee)  36        -----
     Robert Sagarino                         48        Secretary
</TABLE>

     Messrs. Bell, and Kiibler are officers and/or directors of
SDRI and together with Mr. Sagarino will become officers and/or
directors of the Company following the Exchange.  For a
description of each such person's background and positions with
SDRI and the Company following the Exchange, see "Directors and
Executive Officers".

Return of Landbridge Property Contributions

     Generally, pursuant to the JV Agreement, for each Project
undertaken by the Joint Venture, Landbridge shall be entitled to
receive the FMV of the property it contributes for a Project.
The FMV for a property shall be determined by three (3)
independent appraisers, of which one (1) is appointed by each of
Landbridge and SDRI, respectively, and the third is appointed by
mutual agreement of the Landbridge and SDRI appointed appraisers.
If the Landbridge and SDRI appraisers cannot find or agree on a
third appraiser, the Landbridge and SDRI appointed appraisers
shall determine the FMV of such property.  The FMV of a property
is determined by the average of the high and low of all
appraisals submitted.  If, however, one or more of such
appraisals is thirty (30%) greater or lesser than the average of
all the appraisals submitted for such property, then the FVM is
determined by a majority vote of the JV Board.

     After determination of the FMV for a particular property
then pursuant to the JV Agreement, the Joint Venture shall pay to
Landbridge fifty (50%) percent of the Profits (as defined in the
JV Agreement) from each sale of a particular condominium, land
lots, villa and/or house, until Landbridge receives aggregate
payments equal to the determined FMV of the property contributed
to the Joint Venture for the particular Project.  Such payments
shall be aggregated and due and payable from the Joint Venture to
Landbridge and paid quarterly.  In the event SDRI is able to
secure project financing of no less than $10 million for a
particular Project, then the Joint Venture shall pay to
Landbridge fifty (50%) percent of the FMV of the particular
property contributed to the Joint Venture by Landbridge from such
project financing proceeds, but in no event shall the aggregate
payments from a project financing and sales of condominium units,
land lots, villas or houses exceed the FMV of a particular
property.


                                7

<PAGE>

Distribution of Profits

     Following Landbridge receiving aggregate payments equal to
the FMV of the particular property it contributed to the Joint
Venture, pursuant to the JV Agreement all funds of the Joint
Venture available for distribution relating to such particular
Project shall thereafter be distributed, first to SDRI, until
SDRI receives repayment of all funds contributed to the Joint
Venture relating to such Project (including, but not limited to,
loans, services, technical information, documents, studies and
related items), then to Landbridge and SDRI in accordance with
their respective ownership interest in the Joint Venture, which
initially is fifty (50%) percent each.

Other Provisions

     It is currently contemplated that SDRI shall also receive
for each Project undertaken by the Joint Venture, a fee equal to
(i) two (2%) percent of the aggregate construction costs paid to
develop each Project; (ii) four (4%) percent of the aggregate
architectural costs paid to develop each Project; and (iii) six
(6%) of the aggregate retail sales price of condominiums, houses,
villas, land lots and related items for each Project if such
sales are made through the contemplated property sales division
of SDRI.  It is contemplated currently that all such fees shall
be paid as and when interim architectural and construction
payments are made to the provider of such services by the Joint
Venture and when the Joint Venture receives payments for sales of
properties arranged by SDRI.  Such arrangements shall be
documented pursuant to written agreements between the Joint
Venture and SDRI to be prepared and entered into at a future
date.  The terms and provisions of each such proposed agreement
may change and/or may include additional provisions, including
for compensation and indemnification, then that set forth above.

     As of December 31, 2007, pursuant to the terms of the JV
Agreement, as a result of SDRI deferring expenses and costs of
acquiring the following properties as a result of Landbridge
acquiring such properties, SDRI paid to Landbridge (i) $150,000
for Landbridge acquiring Phase I of Playa, and (ii) $100,000 for
Landbridge acquiring Phase I of Palacio del Mar.  Pursuant to the
JV Agreement, SDRI also shall pay to Landbridge $150,000 at such
time as SDRI begins to "actively market and promote" Phase II of
Palacio del Mar.

     The JV Agreement also provides that (i) for each Project
developed by the Joint Venture, Landbridge shall have the right
to purchase six (6) units on the property for each such Project
(i.e., condominium units and/or land lots depending upon the
Project), at a purchase price equal to six (6%) percent above
each such units' construction cost, and (ii) prior to the date
construction for Phase I of Playa commences, Landbridge shall
have the right to sell all or any portion of the Playa property
and receive one hundred (100%) percent of the revenues from such
sale.

Financial Statements; Books and Records.

     The Joint Venture shall provide to each of SDRI and
Landbridge the following financial statements:  (i) audited
balance sheet, profit and loss and cash flow statements, together
with an auditor's report for each year ending December 31st,
commencing with December 31, 2008, which audited financial
statements shall be delivered to the parties no later than March
10th of the year following such year, and (ii) unaudited balance
sheet and profit and loss and cash flow statements, certified by
the Joint Venture's chief Executive Officer and Chief Financial
Officer, as being true and correct for each month and each
quarter of the Joint Venture.  All such financial statements
shall be prepared in accordance with US GAAP.  The Joint
Venture's year end shall be December 31st of each year.

Termination Provisions

     Under the terms of the JV Agreement, the Joint Venture may
be terminated by either Landbridge or SDRI, on ninety (90) days'
prior written notice, if the Joint Venture fails to achieve a
Critical Target on a proposed project and such failure was not
the result of a breach of the JV Agreement by either of the
parties.  In addition, in the event that either of the parties to
the JV Agreement is in default, the other, non-defaulting party,
will have the right to terminate the Joint Venture by providing
90 days' prior written notice to the defaulting party.  Such
notice shall specify whether the non-defaulting party has elected
to (i) dissolve the Joint Venture, (ii) purchase the defaulting
party's interest, or (iii) sell its interest to the defaulting
party.  Events of default under the JV Agreement include, among
other things, a default by a party of its material covenants
under the JV Agreement, a breach of a representation or warranty,


                                8

<PAGE>

the dissolution or bankruptcy of a party or a change of control
of a party or the failure to make additional contributions when
required.

COMPETITION

     The real estate development business is highly competitive
and the Company expects that as vacationers and retirees discover
Panama the competition to develop and sell properties will
increase.  The Company is aware of a number of larger development
companies that are currently contemplating developments in the
Panama region.  Such competitors have greater financial and other
resources and more extensive experience in the resort/retirement
development business than the Company.  The Company also may
compete to purchase land in the Panama region from individuals
looking to "flip" such land, which would increase acquisition
costs for the Joint Venture and the Company.  The Company also
may compete against local developers as well as Messrs. DeLape
and other persons and Landbridge.  See "Risk Factors".

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

     We are not aware of any current federal, state or local
environmental compliance regulations that have a material effect
on our business activities. We have not expended material amounts
to comply with any environmental protection statutes and do not
anticipate having to do so in the foreseeable future.

EMPLOYEES

     As of March 1, 2008, we had a total of twenty-five (25) full
time employees.  None of these employees is covered by a
collective bargaining agreement, and we believe our relations
with our employees are good. We may also employ consultants on an
as-needed basis to supplement existing staff.

ITEM 1A.  RISK FACTORS

     Investing in our Ordinary Shares involves a high degree of
risk. Prospective investors should carefully consider the
following risks and uncertainties and all other information
contained or referred to in this report before investing in our
Ordinary Shares. The risks and uncertainties described below are
not the only ones facing us. Additional risks and uncertainties
that we are unaware of, or that we currently deem immaterial,
also may become important factors that affect us. If any of the
following risks occur, our business, financial condition or
results of operations could be materially and adversely affected.
In that case, the trading price of our Ordinary Shares could
decline, and you could lose all of your investment.

     Risks Related to the Company and Our Proposed Business

Control Persons of the Company have a Conflict of Interest.

     Frank DeLape, a director and the Executive Chairman of the
Company and the holder of approximately 21% of the Company's
outstanding Ordinary Shares and Bill Baquet, the holder of
approximately 24% of the Company's outstanding Ordinary Shares
are control persons of the Company.  They are also control
persons of SDRI and Landbridge, and accordingly, a conflict of
interest exists for Messrs. DeLape and Baquet.  Landbridge and
SDRI are parties to the JV Agreement and are the two participants
in the Joint Venture. Landbridge and SDRI each own fifty (50%)
percent of the Joint Venture.  Under the terms of the JV
Agreement, among other items, SDRI will receive the right to
develop certain properties in Panama owned by Landbridge that
Landbridge elects to contribute to the Joint Venture in Panama
(including, but not limited to, Palacio del Mar), which if such
right is exercised by SDRI, Landbridge will contribute the
properties to the Joint Venture and SDRI will, among other items,
arrange the financing for developing such properties and will
develop the contributed properties.  In exchange for contributing
the properties to the Joint Venture, Landbridge will, among other
items, receive payments from the Joint Venture equal to the fair
market value of each such contributed property as determined
pursuant to the JV Agreement prior to SDRI receiving any
payments.   The funds to be paid by the Joint Venture to
Landbridge for a particular property contributed to the Joint
Venture will be made from each payment received by the Joint
Venture from the sale of each condominium unit (which may be at
any number of stages of completion when sold or may be sold as a
pre-construction unit or sold as a finished unit), land lot,
house, villa and/or other property located on such particular


                                9

<PAGE>

property, in an amount equal to fifty (50%) percent of (i) each
staged payment made by the purchaser of any such property unit,
and (ii) if the Joint Venture is able to obtain project financing
on a particular Joint Venture project in excess of $10,000,000,
then up to 50% of such project financing, but not in excess of
such properties' fair market value.  The JV Agreement also
provides additional payments, rights and benefits to Landbridge.
Messrs. DeLape's and Baquet's controlling interests in Landbridge
presents a potential conflict of interest between them, the
Company and SDRI.  In addition, as of December 31, 2007, SDRI
owes Benchmark Equity Group, a company wholly owned by Mr.
DeLape, and Mr. Baquet $440,000 and $590,000 respectively,
excluding accrued but unpaid interest.

     In addition to the other conflicts set forth herein,
Landbridge and/or Mr. DeLape and the control person of the
placement agent may compete directly with the Company by, among
other items, purchasing and/or selling land for their own
benefit, rather than giving the Company the opportunity to
purchase and/or bid on the land and/or purchasing land and
developing the land either themselves or through a third party
developer without giving the Company the right to develop the
property pursuant to the JV Agreement.  Landbridge currently owns
certain properties in Panama which it does not currently intend
to contribute to the Joint Venture.  In the event the Company is
unable to obtain the required financing to pay the remaining
purchase price for the Brenon Property, Messrs. DeLape and Baquet
and/or Landbridge have the right to purchase such property and
contribute it to the Joint Venture, or develop such property with
or sell such property to a third party.  SDRI has paid certain
legal fees and related costs and expenses relating to litigation
regarding the property that Playa is currently contemplated to be
developed on, from the proceeds of the Bridge Offering and may
use certain of the net proceeds from the Offering in connection
with such litigation.

       See "Security Ownership of Certain Beneficial Owners and
Management" and "Certain Relationships and Related Transactions."


The Company and its wholly owned subsidiary SDRI are development-
stage, start-up companies with no operating history, which makes
it difficult to evaluate the Company's  business and business
prospects and increases the risk that the value of any investment
in the Company will decline; Substantial current liabilities;
Limited available funds.

     The Company was founded in 2006 and SDRI was founded in 2007
and neither has any operating history.  The Company has only
limited assets and is wholly dependant on the net proceeds from
the Offering to implement its business plan.  The Company has no
revenue and will not be able to generate revenue unless and until
SDRI starts to generate revenue through the Joint Venture.
Because the market for development in Panama is relatively new,
uncertain and evolving, and because the Company and SDRI have any
operating experience, it is difficult to assess or predict with
assurance whether the Company will be able to successfully
develop any of the potential properties.  There can be no
assurance that even if the Company obtains sufficient capital, of
which no assurances can be given, to fund its current plans as
discussed herein, that the Company will ever successfully develop
any property or that if developed, individuals and/or others will
purchase any of the properties (or units thereon) or that we will
ever become profitable.


The Company will require substantial additional capital in order
to implement its business plan.

     The Company believes that the cost to develop Phase I and II
of Palacio del Mar, will be an estimated approximately $45
million and $50 million, respectively, a portion of which the
Company believes will be funded through staged payments from
purchasers of units proposed to be built on Palacio del Mar, and
the remainder through additional third party financing.  No
assurances can be given that the Company will be able to obtain
any such additional third party financing if, and, when,
required, or if it is able to obtain such financing, the terms
thereof.   In addition, if the anticipated staged payments from
unit purchasers (together with any available funds the Company
may then have), are not sufficient to cover the Company's costs
and expenses, or for any other current and/or future reason the
Company requires additional financing, the Company will be
required to obtain additional capital, which could be
substantial.  No assurances can be given that the Company will be
able to obtain any such financing if, and, when, required, or if
it is able to obtain such financing, the terms thereof.  The
failure to obtain substantial additional funds when and if needed
will result in the Company having to cut back on its proposed
business plan and to reduce its projects.  In addition to the
foregoing, there remains approximately $680,657 of the purchase
price required to purchase the Brenon Property and the Company
believes that it will cost an estimated approximately additional
$1,500,000 to be in a position to effectuate initial sales of
units built and/or under construction (whether condominiums,


                                10

<PAGE>

villas, houses and/or land lots) located on the Brenon Property
and substantial additional funds to complete the proposed
development of the Brenon Property.  The Company will also have
other foreseen (and possible unforeseen) costs and expenses in
connection with its proposed business.  The Company will have to
raise additional funds to acquire the Brenon Property.


Obligations In connection With the Proposed Business Plans and JV
Agreement.

     For each Project to be developed by the Joint Venture, the
Joint Venture, Landbridge and SDRI, in accordance with the JV
Agreement, will prepare a business plan, including, among other
items, estimated projected costs, payments and profits.  No such
business plans have been prepared.  However, each such proposed
business plan may result in additional obligations and payments
for SDRI, certain of which may be material, but cannot be
determined as of the date hereof.  No assurances can be given as
to the final terms of any such proposed business plan and/or
whether SDRI will be able to meet all of its foreseen and/or
unforeseen obligations under each such proposed business plan, as
well as the JV Agreement itself.  The failure to meet such
obligations would in all likelihood result in a breach by SDRI of
any such proposed business plan and/or the JV Agreement, which
would have a material adverse effect on SDRI and the Company.
In addition, pursuant to the JV Agreement, SDRI required to
obtain capital for the development of projects.  The failure of
SDRI to obtain to obtain the required capital when and in the
amounts needed as determined by the Joint Venture would result in
SDRI being in default of the JV Agreement, which would have a
material adverse effect on SDRI and the Company.


Playa Diamante, a property Landbridge and SDRI intended that
Landbridge would contribute to the Joint Venture for development
by SDRI is the subject of litigation and Landbridge will not
contribute such property to the Joint Venture for development
until such time, if ever, as the litigation is resolved.

     One of the properties that SDRI and Landbridge intended that
Landbridge would contribute to the Joint Venture is Playa
Diamante.  It was intended that Landbridge would contribute Playa
Diamante to the Joint Venture and SDRI would obtain the
development financing and develop the property as set forth in
the JV Agreement.  Certain third parties, however, have
challenged Landbridge's ownership of Playa Diamante and are
seeking damages based on its claim of ownership of such property.
The matter is currently in litigation in Panamanian courts.
Although Landbridge believes that it will prevail in such
litigation, there can be no assurance that the Panamanian courts
will decide the matter in Landbridge's favor.  Accordingly,
Landbridge cannot contribute the Playa Diamante property to the
Joint Venture for development until the matter is satisfied in
Landbridge's favor, In the event that Landbridge is not granted
clear title to the property and other related issues are not
resolved, the property will not be developed under the Joint
Venture.  To date, SDRI has expended certain funds to fund this
litigation (and another similar litigation against one or more
principles of Landbridge).  In the event that Landbridge is not
able to contribute the Playa Diamante property to the Joint
Venture, SDRI will not be able to develop the land and would be
required to seek an alternative project.  This could have a
material adverse effect on the Company's proposed business plan
and its results of operations.


The Company may not be able to successfully execute its real
estate development strategies.

     The real estate development business is subject to
substantial risks.  These risks include, but are not limited to,
availability and timely receipt of zoning and other regulatory
approvals, local laws, the cost and timely completion of
construction (including risks from factors beyond our control,
such as weather or labor conditions or material shortages), and
the ability to obtain both construction and permanent financing
on favorable terms.  These risks could result in substantial
unanticipated delays or expenses and, under certain
circumstances, could prevent the start and/or the completion of
development activities once undertaken, any of which could have a
material adverse effect on the Company and its results of
operations.


The real estate industry is highly speculative and involves a
high risk.

     The real estate industry is highly cyclical by nature and
future market conditions are uncertain. This is especially true
in developing countries.  Factors beyond the Company's control
can affect the development and value of properties and the real
estate and homebuilding industries.  The existence or occurrence
of any such factors, including but not limited to the ones listed
below, could have a material adverse impact on the Company's
financial condition and results of operations:


                                11

<PAGE>


     *    the availability and cost of financing;
     *    unfavorable interest rates and increases in inflation;
     *    overbuilding or decreases in demand;
     *    changes in the general availability of land and
          competition for available land;
     *    construction defects and warranty claims arising in the
          ordinary course of business or otherwise, including mold
          related property damage and bodily injury claims and
          homeowner and homeowners' association lawsuits;
     *    changes in national, regional and local economic
          conditions;
     *    cost overruns, inclement weather, and labor and material
          shortages;
     *    the impact of present or future environmental legislation,
          zoning laws and other regulations;
     *    availability, delays and costs associated with obtaining
          permits, approvals or licenses necessary to develop
          property;
     *    increases in real estate taxes and other local government
          fees; and
     *    local law.


The Company's investments in property development may not be
profitable or may be less profitable than the Company
anticipates.

     The Company and SDRI are both newly-formed entities
intending to be engaged in the development and construction of
tourist and retirement destinations, which is subject to a number
of risks and uncertainties.  The existence or occurrence of any
such risks or uncertainties, including but not limited to the
ones listed below, could have a material adverse impact on the
Company's financial condition and results of operations:

     *    abandonment of development opportunities;
     *    construction costs of a project may exceed our original
          estimates for reasons including raises in interest rates,
          or increases in the costs of materials and labor, making
          a project unprofitable;
     *    purchases of developed properties may fluctuate depending
          on a number of factors, including market and economic
          conditions and a corresponding lower return on our
          investment;
     *    pre-construction buyers may default on their purchase
          contracts or units in new buildings may remain unsold
          upon completion of construction;
     *    the unavailability of favorable financing alternatives in
          the private and public debt markets; and
     *    we may be unable to obtain, or may face delays in
          obtaining, necessary zoning, land-use, building, occupancy
          and other required governmental permits and authorizations,
          or we may be affected by building moratoria and anti-growth
          legislation.


The Company may experience shortages of building supplies and
labor, resulting mainly from circumstances beyond our control,
which could cause delays and increase costs of developing our
project, which may adversely affect our operating results.

     The Company's ability to develop projects may be affected by
circumstances beyond its control, including:

     *    shortages or increases in prices of construction materials;
     *    natural disasters in the areas in which we operate;
     *    work stoppages, labor disputes and shortages of qualified
          trades people, such as carpenters, roofers, electricians and
          plumbers;
     *    lack of availability of adequate utility infrastructure and
          services; and
     *    our need to rely on local subcontractors who may not be
          adequately capitalized or insured.

     Any of these circumstances could give rise to delays in the
start or completion of, or increase the cost of, developing one
or more of our projects. We anticipate competing with other real
estate developers in Panama for labor as well as raw materials,
who may be better financed than us.  Continued strength in the
homebuilding industry and the commercial and condominium
construction markets, as well as increases in fuel and commodity
prices have resulted in significantly higher prices of most
building materials, including lumber, drywall, steel, concrete,
roofing materials, pipe and asphalt.  In addition, local
materials suppliers may limit the allocation of their products to


                                12

<PAGE>

their customers, which slow our production process and forces us
to obtain those materials from other suppliers.  The existence or
occurrence of any of the foregoing could have a material adverse
impact on the Company's financial condition and results of
operations.


Changes in local, regional, and national economic conditions
could adversely affect the Company's business, financial
condition and results of operations.

     The real estate development industry is cyclical in nature
and is particularly vulnerable to shifts in local, regional, and
national economic conditions outside of the Company's control,
such as:

     *    short and long-term interest rates;
     *    housing demand;
     *    population growth;
     *    employment levels and job growth; and
     *    property taxes.

     Economic factors such as the impact of rising and falling
interest rates, can affect the ability of purchasers to obtain
financing, and population growth, can impact supply and demand
for vacation homes, as well as goods and services; and hence,
land to meet those needs.  Adverse changes in interest rates,
housing demand, population growth and/or the regional or national
economies of Panama, the United States and other areas could have
a material averse effect on the Company's business, financial
condition and results of operations.


Natural disasters could have an adverse effect on our real estate
operations.

     Panama is subject to the risks of natural disasters such as
tropical storms, floods, droughts, fires, and other environmental
conditions can adversely affect our business. These natural
disasters could have a material adverse effect on our proposed
business by, among other items, causing the incurrence of
uninsured losses, delays in construction, and shortages and
increased costs of labor and building materials.   In addition to
property damage, natural disasters may cause disruptions to our
proposed business operations. Approaching storms require that
sales, development and construction operations be suspended in
favor of storm preparation activities such as securing
construction materials and equipment. After a storm has passed,
construction-related resources such as sub-contracted labor and
building materials are likely to be redeployed to hurricane
recovery efforts. Governmental permitting and inspection
activities may similarly be focused primarily on returning
displaced residents to homes damaged by the storms, rather than
on new construction activity. Depending on the severity of the
damage caused by the storms, disruptions could last for several
months.  The occurrence of any such natural disasters in the
areas the Company intends to develop could have a material
adverse impact on the Company's business, financial condition and
results of operations.


Unforeseen global events could adversely impact us.

     The SARS epidemic in the spring of 2003 adversely impacted
the international travel industry. Other such events of a global
nature could also adversely impact discretionary travel and
second home purchases, upon which our proposed operations will be
highly dependent, which would have a material adverse impact on
the Company's business, financial condition and results of
operations.


Because our business depends on the acquisition of new land, the
unavailability of land could reduce our revenues or negatively
impact our results of operations.

     Our proposed operations will be highly dependent on our
ability to acquire land for development at reasonable prices. We
will compete for available land with other homebuilders and/or
developers that will possess significantly greater financial,
marketing and other resources. We could also compete against
Landbridge for any such property.  This competition may
ultimately reduce the amount of land available as well as
increase the bargaining position of property owners seeking to
sell. Changes in the general availability of land, competition
for available land, availability of financing to acquire land,
zoning regulations that limit density and other market conditions
may hurt our ability to obtain land. If land appropriate for
development becomes less available, the cost of land could


                                13

<PAGE>

increase, and our proposed business, financial condition and
results of operations would be adversely affected.


Because real estate investments may be illiquid, a decline in the
real estate market or in the economy in general could adversely
impact our business.

     Real estate investments may be illiquid. Companies that
invest in real estate have a limited ability to vary their
portfolio of real estate investments in response to changes in
economic and other conditions. In addition, the market value of
any properties or investments we acquire in the future may
decrease. Moreover, we may not be able to timely dispose of any
investment when we find dispositions advantageous or necessary,
and any such dispositions may not provide proceeds in excess of
the amount of our investment in the property or even in excess of
the amount of any indebtedness incurred to acquire the property.
Declines in real estate values or in the economy generally would
have a material adverse impact on the Company's business,
financial condition and results of operations.


Our ability to successfully develop commercial and residential
projects could affect our financial condition.

     Assuming we are able to develop the Brenon Property, Phase I
of Palacio del Mar and/or any other property, it may take several
years, if ever, for any such development to achieve positive cash
flow. Before any such property generates any revenues, material
expenditures are required to acquire land, to obtain development
approvals and to construct significant portions of project
infrastructure, amenities, homes and/or unit buildings and sales
facilities. If we are unable to acquire, develop and/or
successfully sell any such property and to generate positive cash
flows from these operations in a timely manner, it will have a
material adverse effect on the Company's financial condition and
results of operations and could require the Company to suspend or
curtail its proposed business plan.


Our ability to sell any projects that we develop in the future,
and, accordingly, our future operating results, will be affected
by the availability of financing to potential purchasers.

     Most purchasers of real estate finance their acquisitions
through third-party mortgage financing. Real estate demand is
generally adversely affected by:

     *    increases in interest rates;
     *    decreases in the availability of mortgage financing;
     *    increasing real estate costs; and
     *    unemployment,

     Increases in interest rates or decreases in the availability
of mortgage financing could depress the market for real estate
because of the increased monthly mortgage costs or the
unavailability of financing to potential buyers. If demand for
commercial and/or residential real estate declines, any land we
and/or the Joint Venture acquire remaining in our inventory
longer and our corresponding borrowing costs would increase. This
could adversely affect our operating results and financial
condition.


Product liability litigation and claims that may arise in the
ordinary course of our proposed business may be costly or
negatively impact sales, which could adversely affect our
proposed business.

     Our proposed development business is subject to construction
defect and product liability claims arising in the ordinary
course of business. These claims are ordinary in the homebuilding
and commercial real estate industries and can be costly. Among
the claims for which developers and builders have financial
exposure are mold-related property damage and bodily injury
claims. Damages awarded under these suits may include the costs
of remediation, loss of property and health-related bodily
injury. In response to increased litigation, insurance
underwriters have attempted to limit their risk by excluding
coverage for certain claims associated with pollution and product
and workmanship defects. As a consequence, some or all of the
financial risk associated with mold claims may be the sole
obligation of the insured party. As a proposed developer, we may
be at risk of loss for mold-related property and bodily injury
claims in amounts that exceed available limits on our
comprehensive general liability policies. In addition, the costs
of insuring against construction defect and product liability
claims, if applicable, are high and the amount of coverage


                                14

<PAGE>

offered by insurance companies is also currently limited. There
can be no assurance we will be able to obtain insurance or if
obtained, that the coverage will not be restricted and become
more costly. If we are not able to obtain adequate insurance, we
may experience losses that could have a material adverse impact
on the Company's business, financial condition and results of
operations.


Properties that the Company acquires, either directly or through
the joint venture, may subject us to unknown liabilities.

     Properties that we and/or the Joint Venture may acquire may
be subject to unknown liabilities for which we would have no
recourse, or only limited recourse, to the former owners of such
properties. As a result, if a liability were asserted against us
based upon, among other items, ownership and/or of an acquired
property, we might be required to pay significant sums to settle
or lose the rights to the property, which would adversely affect
our proposed business. Unknown liabilities relating to acquired
properties could include:

     *    liabilities for clean-up of undisclosed environmental
          contamination;
     *    law reforms and governmental regulations (such as those
          governing usage, zoning and real property taxes);
     *    liabilities incurred in the ordinary course of business;
          and
     *    clouds on title.


Some of the land we may purchase may not be zoned for development
purposes, and we may be unable to obtain, or may face delays in
obtaining the necessary zoning and other permits.

     We and/or the Joint Venture may acquire several plots of
land which are not zoned for development purposes or for the type
of developments we propose.  No assurances can be given that we
will be successful in attempting to rezone land and to obtain all
necessary permits and authorization, or that rezoning efforts and
permit requests will not be unreasonably delayed. Moreover, we
could be affected by building moratoria and anti-growth
legislation if adopted in Panama. If we are unable to obtain all
of the governmental permits and authorizations we need to develop
future projects as planned, we may be forced to make unwanted
modifications to such projects or abandon them altogether.


We are subject to governmental regulations that may limit our
operations, increase our expenses or subject us to liability.

     We may be subject to Panamanian laws, ordinances and
regulations concerning, among other things:

     *    environmental matters, including the presence of
          hazardous or toxic substances;
     *    wetland preservation;
     *    health and safety;
     *    zoning, land use and other entitlements;
     *    building design, and
     *    density levels.

     In developing any project, we may be required to obtain the
approval of numerous Panamanian governmental authorities
regulating matters such as:

     *    installation of utility services such as gas, electric,
          water and waste disposal;
     *    the dedication of acreage for open space, parks and
          schools;
     *    permitted land uses, and
     *    the construction design, methods and materials used.

     We may also at times not be in compliance with all
regulatory requirements. If we are not in compliance with
regulatory requirements, we may be subject to penalties or we may
be forced to incur significant expenses to cure any
noncompliance. In addition, some of our land we may acquire may
not have received planning approvals or entitlements necessary
for planned or future development. Failure to obtain entitlements
necessary for development on a timely basis or to the extent
desired would adversely affect our proposed business.



                                15

<PAGE>


Environmental and land use regulations and building moratoriums
may subject us to delays or increased costs of construction or
prohibit development of our properties

     We will be subject to a wide variety of Panamanian laws and
regulations relating to land use and development and to
environmental compliance and permitting obligations.  Any failure
to comply with these laws could result in capital or operating
expenditures or the imposition of severe penalties or
restrictions on operations that could adversely affect future
operations.

     Panama also may restrict or place moratoriums on the
availability of utilities, such as water and sewer taps.
Additionally, other development moratoriums may be imposed due to
any number of reasons.  In some areas, Panama may enact growth
control initiatives, which will restrict the number of building
permits available in a given year.  We may be subject to delays
or may be precluded from developing any projects we undertake in
the future because of such moratoriums or changes in land use
regulations that could be imposed in the future.  If any of our
future acquired properties is located in a region where the
government has imposed a moratorium on the issuance of building
permits and or has imposed restrictions on construction or
imposed new land use regulations, we may incur significant
expenses in connection with complying such regulatory
requirements that we may not be able to pass on to buyers or we
may not be able to develop such properties at all, either of
which event would have a material adverse effect on our proposed
business.


Increased insurance risk could negatively affect our business

     Insurance and surety companies may take actions that could
negatively affect our proposed business, including increasing
insurance premiums, requiring higher self-insured retentions and
deductibles, requiring additional collateral or covenants on
surety bonds, reducing limits, restricting coverages, imposing
exclusions, and refusing to underwrite certain risks and classes
of business. Any of these would adversely affect our ability to
obtain appropriate insurance coverage at reasonable costs which
would have a material adverse effect on our proposed business.


We may not be able to successfully execute our proposed
acquisition or development strategies.

     There is no assurance that we will be able to implement our
strategy of purchasing and developing properties successfully.
Additionally, even if we implement such strategy, no assurance
can be given that we will be able to generate profits.  In
addition, investment in additional real estate assets is subject
to a number of risks.  As we expect to invest in markets other
than the ones in which currently owned properties are located, we
will be subject to risks associated with investment in new
markets that may be relatively unfamiliar.  Development
activities are subject to the risks normally associated with
these activities.  These risks include those relating to the
availability and timely receipt of zoning and other regulatory
approvals, the cost and timely completion of construction
(including risks from factors beyond our control, such as weather
or labor conditions or material shortages), and the ability to
obtain both construction and permanent financing on favorable
terms.  These risks could result in substantial unanticipated
delays or expenses and, under certain circumstances, could
prevent completion of development activities once undertaken or
provide a tenant the opportunity to terminate a lease.


Need to have a certain key management personnel.

     Our future success depends, to a significant degree, on our
ability to hire and keep key management.  No assurances can be
given whether we will be able to employ and/or keep key
management personnel to execute our business plan.  Failure to
hire and/or keep key management would adversely affect our
proposed operations.


The vacation, lodging and hospitality industries are highly
competitive.

     Assuming we are able to raise sufficient financing to
acquire and/or develop properties, we believe we will be
subjected to significant competition from other entities engaged
in the business of resort development, sales and operation,
including vacation interval ownership, condominiums, hotels and
motels. Some of the world's most recognized lodging, hospitality
and entertainment companies have begun to develop and sell
vacation intervals in resort properties.  Major companies that
now operate vacation ownership resort properties include Marriott


                                16

<PAGE>

International, Inc., The Walt Disney Company, Hilton Hotels
Corporation, Hyatt Corporation, Four Seasons Hotels & Resorts,
Inc., and Westin.  All of these companies and other entities
possess significantly greater financial, marketing and other
resources than we do. We believe that recent and potential future
consolidation in the vacation interval industry will increase
industry competition.  In addition, as discussed elsewhere
herein, we may compete against Mr. DeLape and the control person
of the Placement Agent as well as Landbridge, and we also may
compete against local developers and other purchasers of property
in Panama.

            Risks related to doing business overseas.

Some of our Officers and Directors will be residents Outside of
the U.S.; Potential Unenforceability of Civil Liabilities and
Judgments

     We believe some of our officers and directors will be
residents of countries other than the United States, and all of
our assets are located outside the United States.  As a result,
it may not be possible for investors to effect service of process
within the United States upon such persons or enforce in the
United States against such persons judgments obtained in United
States courts, including judgments predicated upon the civil
liability provisions of United States federal securities laws or
state securities laws.


You may not be able to enforce your claims in the Cayman Islands
or Panama.

     We are a Cayman Islands corporation and SDRI is a Panama
corporation. We cannot assure you that a Cayman Islands or
Panamanian court would deem the enforcement of foreign judgments
requiring us to make payments outside of the Cayman Islands or
Panama to be contrary to the Cayman Islands or Panama public
policy and/or enforceable.


Risks Related to our Ordinary Shares


If the Company is a controlled foreign corporation, you may be
subject to certain adverse U.S. federal income tax consequences.

Under Section 951(a) of the Internal Revenue Code (the "Code"),
each "United States shareholder" of a "controlled foreign
corporation" ("CFC") must include in its gross income for U.S.
federal income tax purposes its pro rata share of the CFC's
"subpart F income," even if no income is actually distributed to
the "United States shareholder." In addition, gain on the sale of
stock in a CFC realized by a "United States shareholder" is
treated as ordinary income, potentially eligible for the reduced
tax rate applicable to certain dividends, to the extent of such
shareholder's proportionate share of the CFC's undistributed
earnings and profits accumulated during such shareholder's
holding period for the stock. Section 951(b) of the Code defines
a "United States shareholder" as any U.S. corporation, citizen,
resident or other U.S. person who owns (directly or through
certain deemed ownership rules) 10% or more of the total combined
voting power of all classes of stock of a foreign corporation. In
general, a foreign corporation is treated as a CFC only if such
"United States shareholders" collectively own more than 50% of
the total combined voting power or total value of the foreign
corporation's stock. Although the Company following the Offering
does not expect to be a CFC, there can be no assurance that the
Company will not become a CFC in the future.  If the Company is
treated as a CFC, the Company's status as a CFC should have no
adverse effect on any shareholder of the Company that is not a
"United States shareholder."


Passive Foreign Investment Company Considerations

     Special adverse U.S. federal income tax rules apply to U.S.
holders of equity interests in a non-U.S. corporation classified
as a "passive foreign investment company" ("PFIC").  These rules
apply to direct and indirect distributions received by U.S.
shareholders with respect to, and direct and indirect sales,
exchanges and other dispositions, including pledges, of shares of
stock of, a PFIC.  A foreign corporation will be treated as a
PFIC for any taxable year if at least 75% of its gross income
(including a pro rata share of the gross income of any company in
which the Company is considered to own twenty five (25) percent
or more of the shares by value) for the taxable year is passive
income or at least 50% of its gross assets (including a pro rata
share of the assets of any company of which the Company is
considered to own twenty five (25) percent or more of the shares
by value) during the taxable year, based on a quarterly average
of the assets by value, produce, or are held for the production
of, passive income.


                                17

<PAGE>


     The Company believes that it will not be a PFIC for its
current taxable year and does not anticipate becoming a PFIC in
future taxable years.  A foreign corporation's status as a PFIC,
however, is a factual determination that is made annually, and
thus may be subject to change.  If the Company were a PFIC in any
taxable year, each U.S. holder, in the absence of an election by
such holder to treat the Company as a "qualified electing fund"
(a "QEF Election") would, upon certain distributions by the
Company or upon disposition of the Equity Shares (possibly
including a disposition by way of gift or exchange in a corporate
reorganization, or the grant of the stock as security for a loan)
at a gain, be liable to pay U.S. federal income tax at the
highest tax rate on ordinary income in effect for each period to
which the income is allocated plus interest on the tax, as if the
distribution or gain and deem recognized ratably over the U.S.
holder's holding period for the Equity Shares while the Company
was a PFIC.  Additionally, the Equity Shares of a decedent U.S.
holder who failed to make a QEF Election will generally be denied
the normally available step-up of the tax basis for such Equity
Shares to fair market value at the date of death and, instead,
would have a tax basis equal to the decedent's tax basis, if
lower, in the Equity Shares.  U.S. holders should consult their
tax advisers on the consequences of an investment in Equity
Shares if the Company were treated as a PFIC.


An investment in the Company is subject to dilution.

     Holders of SDRI shares to be exchanged for Ordinary Shares
in the Exchange and existing holders of Ordinary Shares received
their respective Ordinary Shares for no or minimal consideration.
In addition, following the Offering, the Company may require
substantial additional financing in order to achieve its business
objectives.  The Company may generate such financing through the
sale of its securities that would dilute the ownership of its
existing security holders. The offering price of the Units and
the Series 1 Preference Shares sold in the Offering was
arbitrarily established and may not be indicative of the value of
the Company.


There is presently no market for our Ordinary Shares.

     There is no market for our Ordinary Shares or any of our
other securities.  Although we may in the future apply to have
our Ordinary Shares quoted on the Pink Sheets, the Over-The-
Counter Bulletin Board (the "OTCBB") or another trading and/or
quotation medium, there can be no assurance as to when or if our
Ordinary Shares will become traded and/or quoted on any trading
medium.  Even if our Ordinary Shares are quoted on a trading
medium, there can be no assurance that an active trading market
will develop for such shares. If an active trading market does
not develop or continue, you will have limited liquidity and may
be forced to hold your investment in the Company for an
indefinite period of time.


If our Ordinary Shares are traded and/or quoted, we expect that
the shares will be subject to the "penny stock" rules for the
foreseeable future.

     We expect that our Ordinary Shares, if traded and/or quoted,
will be subject to the Commission's "penny stock" rules.  Penny
stocks generally are equity securities with a price of less than
$5.00. The penny stock rules require broker-dealers to deliver a
standardized risk disclosure document prepared by the Commission
which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer must
also provide the customer with current bid and offer quotations
for the penny stock, the compensation of the broker-dealer and
its salesperson, and monthly account statements showing the
market value of each penny stock held in the customer's account.
The bid and offer quotations, and the broker-dealer and
salesperson compensation information must be given to the
customer orally or in writing prior to completing the transaction
and must be given to the customer in writing before or with the
customer's confirmation.  In addition, the penny stock rules
require that prior to a transaction, the broker and/or dealer
must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. The penny stock
rules are burdensome and may reduce purchases of any offerings
and reduce the trading activity for the common stock. As long as
the common stock is subject to the penny stock rules, the holders
of its shares may find it more difficult to sell their
securities.


                                18

<PAGE>



The Company has never declared or paid dividends on its Ordinary
Shares and the Company does not currently anticipate paying any
cash dividends in the foreseeable future.

     The Company has never declared or paid dividends on its
Ordinary Shares and the Company does not currently anticipate
paying any cash dividends in the foreseeable future. The Company
currently intends to retain future earnings, if any, to fund the
development and growth of its business. Except for the rights of
holders of the Series A Preference Shares to receive dividends,
any future determination to pay dividends on Ordinary Shares will
be at the discretion of the Company's board of directors and will
be dependent upon the Company's financial condition, operating
results, capital requirements, applicable contractual
restrictions and other such factors as the Company's board of
directors may deem relevant.


The concentration of ownership of our Ordinary Shares with
insiders and their affiliates is likely to limit the ability of
other shareholders to influence corporate matters.

     Approximately 70% of our outstanding Ordinary Shares are
under the control of insiders of the Company and their
affiliates.  As a result, these shareholders will have the
ability to exercise control over all matters requiring approval
by our shareholders, including, but not limited to, the election
of directors and approval of significant corporate transactions.
This concentration of ownership might also have the effect of
delaying or preventing a change in our control that might be
viewed as beneficial by other shareholders or discouraging a
potential acquirer from making an offer to shareholders to
purchase their Ordinary Shares in order to gain control of the
Company.  Certain of such persons are also directors and/or
executive officers of the Company.

THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE
EXPLANATION OF THE RISKS INHERENT IN AN INVESTMENT IN THE
COMPANY.  INVESTORS SHOULD CAREFULLY AND FULLY READ AND
UNDERSTAND ALL INFORMATION IN THIS REPORT ON FORM 10-K AND ANY
EXHIBITS ATTACHED HERETO.


ITEM 1B.

     This item is not applicable to the Company as it is a
smaller reporting company.


ITEM 2.  PROPERTIES

     Our principal corporate offices are located at 700 Gemini,
Suite 100, Houston, TX 7708. We currently lease approximately
8,721 square feet of space at this facility.


ITEM 3.  LEGAL PROCEEDINGS

     The Company from time to time may be involved in litigation
relating to claims arising out of its ordinary course of
business. Management believes that there are no claims or actions
pending or threatened against the Company, the ultimate
disposition of which would have a material impact on the
Company's financial position, results of operations or cash
flows.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders
during the fourth quarter of 2007.


                                19

<PAGE>


                             PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
         MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

     Market Information

     Currently, there is no public market for our Ordinary Shares
or   Preference  Shares  and  neither  our  Ordinary  Shares   or
Preference  Shares  are listed for trading  on  any  exchange  or
quotation service.

     Holders of Equity Securities

     As of March 1, 2008, there were approximately 500 holders of
record of our Ordinary Shares and approximately 91 holders of
record of our Series 1 Preference Shares.

     Dividends

     We have neither declared nor paid any cash dividends on our
capital stock and do not anticipate paying cash dividends in the
foreseeable future.  We have had no revenue or earnings.  Our
current policy is that if we were to generate revenue and
earnings we would retain any earnings in order to finance our
operations. Our board of directors will determine future
declaration and payment of dividends, if any, in light of the
then-current conditions they deem relevant and in accordance with
applicable corporate law.

     The holders of Series 1 Preference Shares will receive
cumulative annual dividends, payable in shares of Series 1
Preference Shares or cash, at the option of the Board of
Directors, at an annual rate of 8% ($0.14 per share), payable on
December 31 of each year commencing December 31, 2008. Unpaid
dividends will accumulate and be payable prior to the payment of
dividends on shares of Common Stock. Cash dividends will only be
payable from funds legally available therefore, when and as
declared by the Board of Directors of the Company, and unpaid
dividends will accumulate until the Company can legally pay the
dividends.

     Equity Compensation Plan Information

     The following table provides information about shares of
Ordinary Shares that may be issued upon the exercise of options
under all of the Company's existing equity compensation plans as
of December 31, 2007. For a complete description of the Company's
equity compensation plans, see Note 11 to the Consolidated
Financial Statements included under Item 7 of this Report.

<TABLE>
<CAPTION>
                                                                                       Number of shares of
                                     Number of shares of      Weighted-average        Common Stock remaining
                                      Common Stock to be      exercise price of   available for future issuance
                                    issued upon exercise of      outstanding        under equity compensation
Plan Category                         outstanding options         options($)                   plans
----------------------------------  -----------------------   -----------------   -----------------------------
<S>                                 <C>                       <C>                 <C>
Equity compensation plans approved
by stockholders...................                1,924,000             $  1.93                       2,076,000

Equity compensation plans not
approved by stockholders..........                       --                  --                              --


Total.............................                1,924,000             $  1.93                       2,076,000
</TABLE>


ITEM 6.  SELECTED FINANCIAL DATA.

     This item is not applicable to the Company as it is a
smaller reporting company.



                                20

<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

General

     On October 3, 2007, the Company completed the acquisition of
Six Diamond Resorts International, S.A., a Panamanian
corporation, which we refer to herein as "SDRI" in a share
exchange transaction (the "Exchange") pursuant to a Share
Exchange Agreement dated as of August 15, 2007 (the "Exchange
Agreement"), by and among the Company, SDRI and each of the
holders of the outstanding securities of SDRI.

     Prior to the Exchange, the Company was a "shell" company
with no material assets and/or operations.  The Company was
organized under the laws of the Cayman Islands on March 10, 2006,
and prior to the Exchange, the Company had not generated revenues
and its operations consisted solely of attempting to identify,
investigate and conduct due diligence on potential businesses for
acquisition.

     SDRI was formed in March 2007, for the purpose of engaging
in real estate development in the Republic of Panama.  Upon
completion of the Exchange, SDRI became a wholly-owned subsidiary
of the Company and the business of the Company became that of
SDRI.

     The consolidated financial statements presented in this
annual report include the Company and our wholly-owned
subsidiary, SDRI. All significant intercompany transactions and
balances have been eliminated. SDRI. was, for accounting
purposes, the surviving entity of the merger, and accordingly for
the periods prior to the merger, the financial statements reflect
the financial position, results of operations and cash flows of
SDRI  The assets, liabilities, operations and cash flows of the
Company are included in the consolidated financial statements
from October 3, 2007 onward.

     Since the Exchange, the Company's business activities have
consisted of developing opportunities in Panama.

Critical Accounting Policies

     The following discussion and analysis of financial condition
and results of operations is based upon our consolidated
financial statements, which have been prepared in conformity with
accounting principles generally accepted in the United States of
America. Our significant accounting policies are more fully
described in Note 2 of Notes to the audited Consolidated
Financial Statements. However, certain accounting policies and
estimates are particularly important to the understanding of our
financial position and results of operations and require the
application of significant judgment by our management or can be
materially affected by changes from period to period in economic
factors or conditions that are outside of our control.  As a
result, they are subject to an inherent degree of uncertainty. In
applying these policies, our management uses their judgment to
determine the appropriate assumptions to be used in the
determination of certain estimates. Those estimates are based on
our historical operations, our future business plans and
projected financial results, the terms of existing contracts, our
observance of trends in the industry, information provided by our
customers and information available from other outside sources,
as appropriate. The following discusses our significant
accounting policies and estimates.

     Formation, General and Administrative Expenses:  Formation,
General and Administrative costs are expensed as incurred and
include many items including salaries and benefits, advertising
and marketing, legal fees, architect fees, and travel expenses.
We accrue the costs of services rendered in connection with third-
party contractor activities based on our estimate of management
fees, site management and monitoring costs and data management
costs. Actual costs may differ in some cases from estimated costs
and are adjusted for in the period in which they become known.

     Stock-Based Compensation:  In December 2004, the Financial
Accounting Standards Board ("FASB") issued SFAS No. 123 (Revised
2004) ("SFAS No. 123(R)"), "Share Based Payment," which
eliminates the use of APB Opinion No. 25 and requires us to
measure the cost of employee services received in exchange for an
award of equity instruments based on the grant-date fair value of
the award. That cost will be recognized over the period during
which an employee is required to provide service in exchange for
the reward-known as the requisite service period. No compensation


                                21

<PAGE>

cost is recognized for equity instruments for which employees do
not render the requisite service. The grant-date fair value of
employee share options and similar instruments will be estimated
using option-pricing models adjusted for the unique
characteristics of those instruments. We have implemented SFAS
No. 123(R) effective January 1, 2006.

     We may, from time to time, issue common stock, stock options
or common stock warrants to acquire services or goods from non-
employees. Common stock, stock options and common stock warrants
issued to persons other than employees or directors are recorded
on the basis of their fair value, as required by SFAS No. 123
("SFAS No. 123"), "Accounting for Stock Based Compensation",
which is measured as of the date required by EITF Issue 96-18
("EITF 96-18"), "Accounting for Equity Instruments That Are
Issued to Other Than Employees for Acquiring, or in Conjunction
with Selling, Goods or Services."  In accordance with EITF 96-18,
the stock options or common stock warrants are valued using the
Black-Scholes model on the basis of the market price of the
underlying common stock on the "valuation date," which for
options and warrants related to contracts that have substantial
disincentives to non-performance, is the date of the contract,
and for all other contracts is the vesting date. Expense related
to the options and warrants is recognized on a straight-line
basis over the shorter of the period over which services are to
be received or the vesting period. Where expense must be
recognized prior to a valuation date, the expense is computed
under the Black-Scholes model on the basis of the market price of
the underlying common stock at the end of the period, and any
subsequent changes in the market price of the underlying common
stock through the valuation date is reflected in the expense
recorded in the subsequent period in which that change occurs.


Results of Operations

Fiscal Years Ending December 31, 2007
-------------------------------------

     The consolidated financial statements presented in this
annual report include the Company and our wholly-owned
subsidiary, SDRI. All significant intercompany transactions and
balances have been eliminated. SDRI. was, for accounting
purposes, the surviving entity of the merger, and accordingly for
the periods prior to the merger, the financial statements reflect
the financial position, results of operations and cash flows of
SDRI  The assets, liabilities, operations and cash flows of the
Company are included in the consolidated financial statements
from October 3, 2007 onward.

     FORMATION, GENERAL AND ADMINISTRATIVE EXPENSES. Formation,
general and administrative expenses were $4,327,872 for the year
ended December 31, 2007. The major components are as follows:

     a)  Salaries and benefits were approximately $1,674,000 for
the year ended December 31, 2007 due to a) an increase in the
number of employees as SDRI was formed in March 2007 and b) stock
compensation expense of $217,000 for the twelve months ended
December 31, 2007.

     b) Legal expense was approximately $536,000 for the year
ended December 31, 2007;

     c) Advertising and marketing was approximately $123,000 for
the year ended December 31, 2007;

     d) Architect expense was approximately $207,000 for the year
ended December 31, 2007; and

     e) Travel expense was approximately $649,000 for the year
ended December 31, 2007.

     OTHER INCOME (EXPENSE).

     a) Interest expense was $121,547 for the year ended December
31, 2007 primarily due to interest paid on various bridge loans.

     b) Interest income was $18,268 for the year ended December
31, 2007 primarily due to interest earned on cash on hand.


                                22

<PAGE>

     NET LOSS.   Net loss was $4,636,526 for the year ended
December 31, 2007.  We compute our net loss per share on the
basis of net loss attributable to common stockholders, which
included the effects of certain items not included in the
determination of net loss. Net loss attributable to common
stockholders for the year ended December 31, 2007 was $4,782,590.
The net loss attributable to common stockholders for the twelve
months ended December 31, 2007 includes $146,064 of accrued but
unpaid preferred stock dividends.


Off-Balance Sheet Transactions

     We do not engage in material off-balance sheet transactions.


Liquidity and Capital Resources

Operating Activities
--------------------

     Cash used in operating activities during the year ended
December 31, 2007 was $4,263,123.  This is primarily a result of
increases in formation, general and administrative expenses.

Investing Activities
--------------------

     Cash used for investing activities during the year ended
December 31, 2007 was $3,556,478.  This is primarily due to our
increased spending on land, preacquistion costs, computers and
furniture in Fiscal 2007.

Financing Activities
--------------------

     We have financed our operating and investing activities
primarily from the proceeds of private placements of bridge notes
and a preferred stock offering.

     The total net cash provided by financing activities was
$8,627,338 for the year ended December 31, 2007, which includes:

     *    $1,030,000 proceeds from the issuance of bridge notes,
          net;
     *    $195,088 payments of debt issuance costs;
     *    $1,249,781 proceeds from conversion of bridge notes into
          preferred stock, net;
     *    $6,541,670 proceeds from issuance of preferred stock,
          net; and
     *    $975 proceeds from the issuance of ordinary shares.

Working Capital
---------------

     As of December 31, 2007, we had a cash balance of $807,737.
We project that current cash reserves will sustain our operations
at least through March 2008, and we are not aware of any trends
or potential events that are likely to impact our short term
liquidity through this term.

     Our ability to continue as a going concern will be dependent
upon achieving profitable operations, and obtaining additional
funding from current shareholders and new investors.


ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK.

     This item is not applicable to the Company as it is a
smaller reporting company.


ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The financial statements of the Company, including the notes
thereto and report of the independent auditors thereon, are
included in this report as set forth in the "Index to Financial
Statements." See F-1 for Index to Consolidated Financial
Statements.


                                23

<PAGE>


ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE.

    We changed our independent registered public accounting firm
in October 2007 from PMB Helin Donovan, LLP to Malone and Bailey,
PC.  Information regarding the change in the independent
registered public accounting firm was reported in our Current
Report on Form 8-K filed October 25, 2007. There were no
disagreements or any reportable events requiring disclosure under
Item 304(b) of Regulation S-K.

ITEM 9A(T). CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

    As of the end of the period covered by this report, we
carried out an evaluation, under the supervision and with the
participation of our management, including the principal
executive officer and principal financial officer, of the
effectiveness of our disclosure controls and procedures as
defined in Rule 13a-15(e) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").   The rules refer to the
controls and other procedures designed to ensure that information
required to be disclosed in reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported
within the time period specified. Based on that evaluation,
management, including the principal executive officer and the
principal financial officer, concluded that as of December 31,
2007, our disclosure controls and procedures were effective to
provide reasonable assurance that information we are required to
disclose in reports that we file or submit under the Exchange Act
is accurately recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission
(the "Commission") rules and forms, and that such information is
accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required
disclosure.

Management's Report on Internal Control Over Financial Reporting

     We are responsible for establishing and maintaining adequate
control over financial reporting that is designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with accounting principles,
generally accepted in the United States.  As of the end of the
period covered by this report, we carried out an evaluation,
under the supervision and with the participation of our
management, including the principal executive officer and
principal financial officer of the effectiveness of our internal
control over financial reporting as of December 31, 2007 based
upon criteria set forth in the interpretive guidance provided by
the Commission in Release No. 34-55929. Based on this evaluation,
our management concluded that, as of December 31, 2007, our
internal control over financial reporting was effective.

     Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risks that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Accordingly, even an effective system of internal control will
provide only reasonable assurance that the objectives of the
internal control system are met.

     This annual report does not include an attestation report of
the company's registered public accounting firm regarding
internal control over financial reporting.  Management's report
was not subject to attestation by the company's registered public
accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only
management's report in this annual report.
Changes in Internal Control Over Financial Reporting

Changes in Internal Control Over Financial Reporting

     Based on the most recent evaluation, we have concluded that
no significant changes in our internal control over financial
reporting occurred during the last fiscal quarter that have
materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.


                                24

<PAGE>


ITEM 9B.    OTHER INFORMATION

     None.

                            PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

     The following table sets forth the names and ages of all of
our directors and executive officers as of March 1, 2008. Our
officers are appointed by, and serve at the pleasure of, the
Board of Directors.

<TABLE>
<CAPTION>
Name                   Age                 Title
--------------------   ---  ----------------------------------------
<S>                    <C>  <C>
Frank DeLape........    54   Executive Chairman, Director, Co-Founder
James Wm. Bell......    50   Chief Financial Officer, Chief
                             Operations Officer, Director
Blair Korndorffer...    52   Executive VP -Architecture and
                             Planning, Co-Founder
Richard Kiibler.....    36   Vice President - Operations
Robert F. Sagarino..    48   Director
</TABLE>

     Biographical information with respect to our executive
officers and directors is provided below. There are no family
relationships between any of our executive officers or directors.

     Frank DeLape. Executive Chairman, co-founder since
inception. - Frank DeLape is a co-founder of the Company and was
appointed a director and the Executive Chairman of the Company in
October 2007.  Mr. DeLape is Chairman and CEO of Benchmark Equity
Group, a company he founded in 1994.  Prior to founding
Benchmark, Mr. DeLape spent 11 years in executive management
roles of managing turnarounds for various companies.  He has
worked on behalf of the Board of Directors or the sponsoring
banks to recapitalize companies return them to profitability or
maximize cash repayment through an orderly liquidation. Benchmark
provides private equity and debt financings from various funds as
well as a syndicate of investors. Mr. DeLape was a founder and
financier of Think New Ideas, a NASDAQ NMS listed company, which
later sold for over $300 million.  At Benchmark, Mr. DeLape has
formed and been instrumental in the growth of eighteen
companies.  Of these, several have become NASDAQ listed, one
listed on the American Stock Exchange, and three were sold,
creating in total over several billion dollars in market value.
From August 2001 through October 2005, Mr. DeLape was Chairman of
the Board of the biotechnology company Isolagen, Inc. Over his
four years as Chairman and a major shareholder of Isolagen, Mr.
DeLape oversaw the listing of Isolagen on the American Stock
Exchange, and raising over $194 million in debt and equity
financings for the company. Mr. DeLape is a Director of
Polymedix, Inc. since November 2005 and President, CEO and a
director of Influmedix, Inc. since April 2006.  Mr. DeLape is
also a director of Anchor Funding Services since January 2007 and
Uni-Pixel, Inc. Both such corporations file reports under the
Exchange Act.  The trading symbol for Uni-Pixel, Inc. on the NASD
Bulletin Board is "UNXL".  Since February 2008, Mr. DeLape has
also served as a director and the Executive Chairman of Aegean
Earth and Marine Corporation, a corporation that files reports
under the Exchange Act.  Mr. DeLape is a member of the National
Association of Corporate Directors.

     James Wm. Bell. Chief Financial Officer, Chief Operations
Officer and Director.   James Wm. Bell was appointed a director
and the Chief Financial Officer and Chief Operations Officer in
October 2007.  Prior thereto, from 1996 to October 2007, Mr. Bell
served as the President and Chief Executive Officer of The Bell
Group Development, LLC.  Mr. Bell is a seasoned national
commercial and residential real estate development executive with
more than 25 years of experience within corporations that include
EXXON Corporation, The Trammell Crow Company, national real
estate development companies and the CEO of his own land
acquisition/development company, The Bell Group Development, LLC,
of 8 years. Mr. Bell, on a national US and international basis,
has managed the land acquisition, disposition, land development,
marketing, financial and sales of more than 300 land development
projects with an estimated cumulative budget exceeding $50
billion. He is a 1981 graduate of University of Rockville where
he received his joint JD/MBA in 1981.

     Blair Korndorffer, RA. Executive Vice President -
Architecture & Planning, co-founder.  Blair Korndorffer, a co-
founder of the Company has served as the Executive Vice President
- Architecture and Planning since August 2007.   Korndorffer is a


                                25

<PAGE>

founding principal of Hawthorne Architects, a Houston based
consulting and design firm offering a broad range of design and
architecture services, from master planning and landscape design
to structural and interior design.  Mr. Korndorffer has been a
principal of Hawthorne Architects from 1983 to 2007.  Mr.
Korndorffer received his Bachelor of Science in Architectural
Engineering in 1980 and his Professional Degree in Architecture
in 1981 from the University of Texas at Austin.  As a registered
architect and interior designer in Texas, he has developed a
great working knowledge of architecture, architectural structure
design and construction.  He has been involved in the award
winning design and construction of multiple high-rise structures,
hospitals, hotels, condominiums and residential properties,
representing over $2 billion in construction and millions of
square feet.  Mr. Korndorffer is also the co-developer of the
StruchTech rapid construction system.

     Richard Kiibler. Vice President - Operations.  Richard
Kiibler has served as the Company's Vice President - Operations
since October 2007.   Mr. Kiibler is a seasoned manager and
entrepreneur with over ten years of experience in operating
businesses.  He has been the owner since 2004, and Director of
Operations since 1995 of the top rated tennis facility in the
greater Houston area, where he has been in charge of all
marketing and management aspects.  Prior thereto, Mr. Kiibler was
the Director of Marketing and Operations for a sports related
resort in New Braunfels, Texas and Mexico City, Mexico.  Mr.
Kiibler received his Bachelor's of Business Administration from
Southwest Texas State University in 1995.

     Robert F. Sagarino.  Director.  Robert Sagarino was
appointed a director of the Company in October 2007.  Mr.
Sagarino is also currently the President and Chief Executive
Officer of Super-Trek, a start-up electronic computer distributor
of which he is the majority shareholder.  Prior to joining Super-
Trek in 1992, Mr. Sagarino served as the Chief Financial Officer
of Fosroc, Inc., an international construction materials
manufacturer.  Mr. Sagarino joined Fosroc in 1983 as its
Controller and shortly thereafter was promoted to Chief Financial
Officer.  In 1987 he was promoted to Vice President of Operations
and Chief Operations Officer of Fosroc's U.S. operations.  Mr.
Sagarino received a Bachelors of Science Degree in Business
Accounting from San Jose State University in 1982.  While
attending San Jose State University, he held the position of
Assistant Controller for AMCC, a semiconductor manufacturer
located in San Diego/Cupertino, California.

     The Board members serve for a period of one year until the
next annual meeting of our shareholders. Our executive officers
are appointed by our board of directors and hold office until
removed by the board.


Audit Committee Financial Expert

     We are not currently a listed company within the meaning of
Rule 10A-3 of the Exchange Act and, therefore, are not required
to have an audit committee or, accordingly, an audit committee
financial expert. Nevertheless, our Board of Directors performs
the functions of an audit committee and Robert F. Sagarino, one
of our directors, serves in a capacity similar to that of an
audit committee financial expert.


Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Exchange Act requires the Company's
directors and executive officers and persons who beneficially own
more than 10% of the registered class of the Company's equity
securities to file with the Securities and Exchange Commission
reports of ownership and changes in ownership of the Company's
Ordinary Shares. Directors, executive officers and greater than
10% beneficial stockholders are required by Securities and
Exchange Commission regulations to furnish the Company with
copies of all Section 16(a) forms they file. Specific due dates
for these reports have been established and the Company is
required to disclose any failure to file by these dates. Based
upon a review of such reports furnished to the Company, or
written representations that no reports were required, the
Company believes that during the fiscal year ended December 31,
2007, its officers and directors and holders of more than 10% of
the Company's Ordinary Shares complied with Section 16(a) filing
date requirements  with respect to transactions during such year,
except that (i) Messrs. Bell, Korndorffer, Kiibler and Sagarino
inadvertently failed to report on Form 3's their appointments as
officers and directors of the Company and (ii) Mr. DeLape
inadvertently failed to report on Form 4 his appointment as a
director and officer of the Company.


                                26

<PAGE>


Code of Ethics Disclosure

     As of March 15, 2008, we have adopted a Code of Ethics,
which is filed as an exhibit to this report for our principal
executive, financial and accounting officers or persons
performing similar functions, as required for listed issuers by
sections 406 and 407 of the Sarbanes-Oxley Act of 2002.


ITEM 11. EXECUTIVE COMPENSATION


Compensation discussion and analysis

     Our Board of Directors determines the compensation given to
our executive officers.   We do not have a compensation committee
nor do we have any executive compensation program in place.  In
addition to base compensation levels, our Board of Directors will
also determine whether to issue executive officers equity
incentives in consideration for services rendered and/or to award
incentive bonuses which are linked to our performance, as well as
to the individual executive officer's performance. Such awards
may also include long-term stock based compensation to certain
executives which is intended to align the performance of our
executives with our long-term business strategies.


Incentive Bonus

     Our Board of Directors may grant incentive bonuses to our
executive officers in its sole discretion, if the Board of
Directors believes such bonuses are in the Company's best
interest, after analyzing our current business objectives and
growth, if any, and the amount of revenue we are able to generate
each month, which revenue is a direct result of the actions and
ability of such executives.


Long-term, Stock Based Compensation

     In order to attract, retain and motivate executive talent
necessary to support the Company's long-term business strategy we
may award certain executives with long-term, stock-based
compensation in the future, in the sole discretion of our Board
of Directors.


Criteria for Compensation Levels

     In setting compensation levels for our executive officers,
our Board of Directors may consider many factors, including, but
not limited to, the individual's abilities and performance that
results in: the advancement of corporate goals of the Company,
execution of our business strategies, contributions to positive
financial results, and contributions to the development of the
management team and other employees. In determining compensation
levels, our Board of Directors may also consider the experience
level of each particular individual and/or the compensation level
of executives in similarly situated companies in our industry.


Executive Officer Compensation.

     The table below summarizes the total compensation paid to or
earned by our principal executive officer and each of our three
most highly compensated executive officers other than our
principal executive officer.  The amounts represented in the
"Option Awards" column reflects the expense recorded by the
company pursuant to FAS 123R and does not necessarily equate to
the income that will ultimately be realized by the named
executive officers for such awards.  For a description of the
employment agreements between the Company and Messrs. DeLape and
Bell, see "Employment Agreements" below.




                                27

<PAGE>

                    Summary Compensation Table
<TABLE>
<CAPTION>
                                                                                   Nonqualified
                                                         Option     Non-Equity       Deferred       All Other
Name and                                                 Awards   Incentive Plan   Compensation   Compensation
Principal Position          Year   Salary    Bonus (1)     (3)     Compensation      Earnings          (3)          Total
----------------------------------------------------------------------------------------------------------------------------
<S>                         <C>   <C>        <C>         <C>      <C>              <C>            <C>            <C>

Frank DeLape..............  2007  $175,000   $131,250    $39,108              --             --   $         --   $   345,358
  Executive Chairman        2006        --         --         --              --             --             --
  (Principal Executive
  Officer) & Director

James Wm. Bell............  2007   167,628     68,000     14,338              --             --          3,600       253,566
  Chief Financial Officer,  2006        --         --         --              --             --             --            --
  Chief Operations Officer,
  Director

Blair Korndorffer.........  2007   104,167     50,000         --              --             --             --       154,167
  Executive Vice President  2006        --         --         --              --             --             --            --
  - Architecture and
  Planning

Richard Kiibler...........  2007    45,250         --      2,987              --             --             --        48,237
  Vice President            2006        --         --         --              --             --             --            --
  - Operations

------------
</TABLE>


1.   Amounts reflect the aggregate annual cash bonus earned by
     each of our named executive officers for fiscal years 2007 and
     2006.  The annul cash bonuses for fiscal year 2007 are payable as
     follows:

<TABLE>
<CAPTION>
                           Portion Paid in    Portion Payable in
Name                            2007                2008
----------------------------------------------------------------
<S>                        <C>                <C>
Frank DeLape.............  $            --    $          131,250

James Wm. Bell...........           68,000                    --

Blair Korndorffer........           50,000                    --

Richard Kiibler..........               --                    --
</TABLE>

2.   For 2007 and 2006, the amounts reflect the compensation cost
     recognized in 2007 and 2006, respectively, for stock options in
     accordance with FAS 123R, which reflects the fair value of all
     stock-based compensation in earnings based on the related vesting
     schedule.  For additional information relating to the assumptions
     made by us in connection with the valuation of these awards for
     2007, refer to Note 11 of our financial statements herein.

3.   Excludes perquisites and other personal benefits unless such
     compensation was greater than $10,000.  For Mr. Bell, amounts
     include a car allowance.

Employment agreements

     The Company has entered into employment agreements with
Frank DeLape and James Wm. Bell.

     Effective as of July 1, 2007, the Company entered into a
three year employment agreement with Frank DeLape, pursuant to
which Mr. DeLape shall serve as the Company's Executive Chairman
and Chairman of the Board of Directors.  Mr. DeLape's employment
agreement provides for a base salary of $350,000 per year,
subject to increases at the discretion of the Board of
Directors.  In addition, Mr. DeLape will be entitled to receive
annual bonuses at the discretion of the Board of Directors.
Pursuant to his employment agreement, Mr. DeLape was granted


                                28

<PAGE>


price of $2.00 per share, which vest as follows:  (i) 400,000 on
July 1, 2008, (ii) 400,000 on July 1, 2009 and (iii) 400,000 on
July 1, 2010.  The vesting schedule is subject to acceleration
upon certain terminations of employment and change in control
transactions.  The options also provide for certain registration
and other rights.  Mr. DeLape's employment agreement also
provides for certain benefits, including an automobile allowance,
a life insurance policy, disability income insurance, medical
insurance, reimbursement for business expenses, as well a housing
allowance in Panama. In addition, the employment agreement
contains confidentiality and non-compete covenants from
Mr. DeLape.  The DeLape Agreement also provides for severance
payments and payments upon a change in control of the Company.

     Effective as of July 26th, 2007, the Company entered into a
three year employment agreement with James Bell, pursuant to
which Mr. Bell shall serve as the Chief Operating Officer and
Chief Financial Officer of SDRI.  Mr. Bell's employment agreement
provides for a base salary of $250,000 per year.  Mr. Bell will
be entitled to a guaranteed bonus of (i) Sixty Eight Thousand
Dollars ($68,000) payable on December 31, 2007 and (ii) Sixty
Eight Thousand Dollars ($68,000) payable on May 1, 2008.
Thereafter, Mr. Bell will receive additional bonuses as
determined by the Company's Board of Directors.  Pursuant to Mr.
Bell's employment agreement, upon the adoption by the Company of
a stock option plan (the "Plan"), Mr. Bell will be granted
options to purchase 360,000 Ordinary Shares at an exercise price
of $1.75 per share, which vest as follows:  (i) 120,000 on the
first anniversary of the date of grant, (ii) 120,000 on the
second anniversary of the date of grant and (iii) 120,000 on the
third anniversary of issuance of the date of grant.  The vesting
schedule is subject to acceleration upon certain terminations of
employment and change in control transactions.  In addition, the
options will include certain demand and piggy-back registration
rights, anti-dilution, tagalong and other rights and privileges.
Mr. Bell's employment agreement also provides Mr. Bell with
certain benefits, including disability income insurance, medical
insurance, as well as reimbursement for all necessary out of
pocket expenses incurred by Mr. Bell in performance of his
services including, travel entertainment and lodging expenses. In
addition, Mr. Bell's employment agreement contains
confidentiality and non-compete covenants from Mr. Bell.  Mr.
Bell's employment agreement also specifies that, in the event of
any termination as a result of a breach by the Company and/or
change of control, Mr. Bell shall receive a lump sum severance
compensation equal to six (6) months of his base salary then in
effect.

     Other than the employment agreements with Mr. DeLape and Mr.
Bell, we have not entered into employment agreements with any of
our other executive officers and/or directors as of the date of
this report.

<TABLE>
<CAPTION>
                                  Outstanding Equity Awards at December 31, 2007

                                 Option Awards                                       Stock Awards
                ---------------------------------------------------  -------------------------------------------
                                                                                                         Equity
                                                                                                       Incentive
                                                                                            Equity        Plan
                                                                                          Incentive     Awards:
                                                                                 Market      Plan        Market
                                                                      Number     Value      Awards:        or
                                                                        of         of       Number       Payout
                                                                      Shares     Shares       of        Value of
                                                                        Or         Or      Unearned     Unearned
                                                                      Units      Units     Shares,       Shares,
                 Number of    Number of                                 of         of      Units or     Units or
                 Securities   Securities                              Stock      Stock      Other        Other
                 Underlying   Underlying                               That       That      Rights       Rights
                 Unexercised  Unexercised     Option                   Have       Have       That        That
                 Options      Options        Exercise     Option       Not        Not      Have Not     Have Not
                                              Price     Expiration    Vested     Vested     Vested       Vested
Name             Exercisable  Unexercisable                Date
-----------------------------------------------------------------------------------------------------------------
<S>              <C>          <C>            <C>           <C>       <C>         <C>       <C>       <C>

Frank DeLape              --      1,200,000    $2.00      7/1/2017        --         --          --          --
James Wm. Bell            --        360,000     1.75     10/3/2017        --         --          --          --
Blair Korndorffer         --             --       --            --        --         --          --          --
Richard Kiibler        8,333         91,667     2.00     10/3/2017        --         --          --          --
</TABLE>


                                29

<PAGE>


Director Compensation

     The table below summarizes the total compensation paid to or
earned by our directors during 2007. The amounts represented in
the "Option Awards" column reflects the expense recorded by the
company pursuant to FAS 123R and does not necessarily equate to
the income that will ultimately be realized by the diretcor for
such awards.   The table does not include Messrs. DeLape and Bell
whose compensation is described in the Summary Compensation Table
above.

               Director Summary Compensation Table
<TABLE>
<CAPTION>
                                                                           Nonqualified
                                                            Non-Equity       Deferred
                     Fees Earned or    Stock     Option   Incentive Plan   Compensation     All Other
Name                 Paid in Cash      Awards    Awards    Compensation      Earnings      Compensation    Total
-----------------------------------------------------------------------------------------------------------------
<S>                  <C>               <C>       <C>      <C>              <C>             <C>             <C>

Robert F. Sagarino   $           --        --    $   --               --             --              --    $   --
</TABLE>


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT AND RELATED STOCKHOLDER MATTERS

     We have set forth in the following table certain information
regarding our Ordinary Shares, on an as converted basis,
beneficially owned as of March 1, 2008 for (i) each stockholder
we know to be the beneficial owner of 5% or more of our
outstanding Ordinary Shares, (ii) each of our directors and named
executive officers, and (iii) all executive officers and
directors as a group. Generally, a person is deemed to be a
"beneficial owner" of a security if that person has or shares the
power to dispose or to direct the disposition of such security. A
person is also deemed to be a beneficial owner of any securities
of which the person has the right to acquire beneficial ownership
within 60 days pursuant to options, warrants, conversion
privileges and similar rights. At March 1, 2008, we had
10,142,433 issued and outstanding shares of Ordinary Shares. At
March 1, 2008, we had 5,657,124 issued and outstanding shares of
Series 1 Convertible Preferred Stock, which were convertible, as
of March 1, 2008, into 5,657,124 shares of our Ordinary Shares.

<TABLE>
<CAPTION>
Name and                               Amount of Beneficial
Address of Beneficial Owner                Ownership(1)          Percent of Class
-----------------------------------    --------------------      ----------------
<S>                                    <C>                       <C>

Directors and Officers:
-----------------------
Frank DeLape.......................               3,312,135 (3)             21.0%
James Wm. Bell.....................                 350,000                  2.2%
Blair Korndorffer..................               1,500,000                  9.5%
Richard Kiibler....................                 219,444 (4)              1.4%
Robert F. Sagarino.................                      --                   --%
All Directors and Executive
Officers as a Group (6 persons)....               5,381,579                 34.1%

5% Stockholders:
----------------
William Baquet
  14 Wall Street
  18th Floor
  New York, NY 10005...............               4,131,421 (5)             24.4%
Beuchel Family Ltd. Partnership
  1645 Village Center Circle
  Ste 170
  Las Vegas,NV 89134...............               1,489,844 (6)              9.4%

---------------------
</TABLE>

(1) Beneficial ownership is calculated based on an aggregate of
    15,799,557 shares, which includes 10,142,433 ordinary shares
    outstanding as of March 1, 2008 and 5,657,124 ordinary
    shares issuable upon conversion of Series 1 Preference
    Shares outstanding as of March 1, 2208.  Beneficial
    ownership is determined in accordance with Rule 13d-3 of the
    SEC. The number of shares beneficially owned by a person
    includes ordinary shares issuable upon conversion of
    securities and subject to options or warrants held by that
    person that are currently convertible or exercisable or
    convertible or exercisable within 60 days of March 1, 2008.
    The ordinary shares issuable pursuant to those convertible
    securities, options or warrants are deemed outstanding for


                                30

<PAGE>

    computing the percentage ownership of the person holding
    these options and warrants but are not deemed outstanding
    for the purposes of computing the percentage ownership of
    any other person. The persons and entities named in the
    table have sole voting and sole investment power with
    respect to the shares set forth opposite the stockholder's
    name, subject to community property laws, where applicable.

(2) The address for the directors and named executive officers
    is 700 Gemini, Suite 100, Houston, TX 77058.

(3) Includes 2,000,000 shares of Ordinary Shares owned by
    Benchmark Equity Group of which Frank M. DeLape is the Chief
    Executive Officer and sole owner; 500,000 shares of Ordinary
    Shares owned by Magnolia Growth Trust and Mr. DeLape is the
    Trustee; 250,000 shares of Ordinary Shares owned by
    Alexander C. DeLape Beehive Trust and Mr. DeLape is the
    Trustee; and 250,000 shares of Ordinary Shares owned by
    Brianna N DeLape Trust and Mr. DeLape is the Trustee.
    Includes 312,135 Ordinary Shares owned by Nautilus Global
    Partners, LLC ("Nautilus") after the Exchange and the
    Offering.  Mr. DeLape owns 40% of Nautilus.

(4) Includes options to purchase 19,444 shares of Ordinary
    Shares exercisable within 60 days from March 1, 2008.

(5) Includes 1,131,421 Ordinary Shares issuable upon exercise of
    the Agent Warrants. Such person is the control person of the
    Placement Agent.

(6) Includes 1,430,650 shares of our Series 1 Preferred Stock
    held by Beuchel Family Ltd. Partnership; and 59,194 shares
    of our Series 1 Preferred Stock held by Beuchel Patient Care
    Research & Education Fund.  On an as-converted to Ordinary
    Shares basis, these shares of Series 1 Preferred Stock
    convert into 1,489,844 shares of our Ordinary Shares.


Equity Compensation Plan Information

     The following table provides information about shares of
Ordinary Shares that may be issued upon the exercise of options
under all of the Company's existing equity compensation plans as
of December 31, 2007. For a complete description of the Company's
equity compensation plans, see Note 11 to the Consolidated
Financial Statements herein.

<TABLE>
<CAPTION>
                                                                                       Number of shares of
                                      Number of shares of      Weighted-average     Ordinary Shares remaining
                                     Ordinary Shares to be    exercise price of   available for future issuance
                                    issued upon exercise of      outstanding        under equity compensation
Plan Category                         outstanding options         options($)                   plans
----------------------------------  -----------------------   -----------------   -----------------------------
<S>                                 <C>                       <C>                 <C>

Equity compensation plans approved
by stockholders...................                1,924,000   $            1.93                       2,076,000

Equity compensation plans not
approved by stockholders..........                       --                  --                              --

Total.............................                1,924,000   $            1.93                       2,076,000
</TABLE>


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Pursuant to the Exchange Agreement, dated August 15, 2007,
by and among the Company, SDRI and each of the holders of the
outstanding securities of SDRI, effective October 3, 2007, the
Company acquired all of the outstanding securities of SDRI.
Pursuant to the Exchange Agreement, in the Exchange, all of the
outstanding shares of SDRI capital stock were exchanged for an
aggregate of 9,742,000 ordinary shares of the Company.  Frank
DeLape, the Company's Executive Chairman and Chairman of the
Board of Directors was a controlling shareholder of the Company
and SDRI at the time of the transaction.

     Concurrent with the completion the Exchange and through
March 1, 2008, the Company sold in a private placement solely to
accredited investors (the "Offering") an aggregate of one hundred
ninety eight (198) units (the "Units") at a purchase price of


                                31

<PAGE>

$50,001 per Unit for aggregate gross proceeds of $9.9 million.
Each Unit consisted of 28,572 shares of the Company's Series 1
Convertible Preference Shares, par value $0.00320375 ("Series 1
Preference Shares").  The Company issued an aggregate of
5,657,124 Series 1 Preference Shares in the Offering and received
net proceeds of approximately $8.5 million.  The Series 1
Preference Shares sold in the Offering were issued pursuant to
the exemption from registration provided under Section 4(2) of
the Act and Rule 506 promulgated thereunder.  In connection with
the Offering, the Company paid to a placement agent (the
"Placement Agent") (i) a fee equal to ten (10%) percent of the
aggregate purchase price of the Units sold in the Offering (ii) a
non-accountable expense of three (3%) percent of the aggregate
purchase price of the Units sold in the Offering (iii) a
financial consulting fee equal to one (1%) percent of the
aggregate purchase price of the Units sold in the Offering  (iv)
and warrants (the "Agent Warrants") to purchase 1,131,421 of the
Company's Ordinary Shares for each whole Unit sold in the
Offering.  The Agent Warrants are exercisable for a five (5) year
period at a price per share equal to $1.75 per share.  At the
time of the initial closing of the Offering, Bill Baquet, a
control person of the Placement Agent, was a controlling person
of the Company and SDRI.

     SDRI, the Company's wholly owned subsidiary is a party to
the JV Agreement with Landbridge.  Frank DeLape, the Company's
Executive Chairman, Chairman of the Board and the holder of
approximately 21% of the outstanding ordinary shares of the
Company is a 50% owner of Landbridge.  Bill Baquet, the
beneficial holder of approximately 24% of the outstanding
ordinary shares of the Company owns the remaining 50% of
Landbridge.    Pursuant to the JV Agreement, Landbridge will
contribute certain properties to the Joint Venture and SDRI shall
raise the required development financing and develop such
properties. In exchange for contributing the properties,
Landbridge will receive payments from the Joint Venture equal to
the fair market value of each property contributed from the sale
of each condominium unit, land lot, villa, and/or house sold on
property contributed to the Joint Venture by Landbridge, or in
certain circumstances, from project financing obtained for a
project until it receives such fair market value for such
property so contributed. Such payments will, in all likelihood,
be substantially in excess of the price paid for such property by
Landbridge.  In addition, after Landbridge receives the fair
market value of property it contributes to the Joint Venture and
SDRI receives repayment of its contributions to the Joint
Venture, Landbridge will receive fifty (50%) percent of all funds
distributed by the Joint Venture. The land on which Phase I of
Palacio del Mar is currently contemplated to be built upon was
purchased in January 2007 for $700,000.  The land which Phase II
of Palacio del Mar is currently contemplated to be built upon was
purchased by Landbridge for a purchase price of $1,550,000.
Landbridge purchased the property for Phase I and Phase II of
Playa for approximately $4,000,000 in the aggregate.  Landbridge
currently owns certain properties in Panama which it does not
currently intend to contribute to the Joint Venture.  In the
event the Company is unable to obtain the required financing to
pay the remaining purchase price for the Brenon Property, Messrs.
DeLape and Baquet and/or Landbridge have the right to purchase
such property and contribute it to the Joint Venture, or develop
such property with or sell such property to a third party.

     In addition to the other conflicts set forth herein,
Landbridge and/or Mr. DeLape and Mr. Baquet may compete directly
with the Company by, among other items, purchasing and/or selling
land for their own benefit, rather than giving the Company the
opportunity to purchase and/or bid on the land and/or purchasing
land and developing the land either themselves or through a third
party developer without giving the Company the right to develop
the property pursuant to the JV Agreement.

DIRECTOR INDEPENDENCE

     The Company's ordinary shares are not listed for trading on
any exchange or inter-dealer quotation system.  The Company's
board of directors reviewed the independence of the directors
using the criteria established by the American Stock Exchange.
As of December 31, 2007, the Board determined that Robert
Sagarino was independent based upon such criteria.


ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

     The aggregate fees billed by Malone & Bailey, PC ("Malone")
for professional services rendered for the audit of our annual
consolidated financial statements during the fiscal year ended
December 31, 2007, and for the reviews of the consolidated


                                32

<PAGE>

financial statements included in our quarterly reports on Form 10-
QSB for that fiscal year were $30,000.

Audit Related Fees

     Malone did not bill us for any professional services that
were reasonably related to the performance of the audit or review
of financial statements for either the fiscal year ended
December 31, 2007, that are not included under Audit Fees above.

Tax Fees

     Malone did not bill us for the fiscal years ended
December 31, 2007, respectively, for professional services
rendered for tax compliance, tax advice, and tax planning.

Other Fees

     Malone did not perform any services for us or charge any
fees other than the services described above for either the
fiscal year ended December 31, 2007.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)  (1)  Financial Statements.

           The  financial  statements  listed  in  the  Index  to
Consolidated Financial Statements appearing herein of  this  Form
10-K are filed as a part of this report.

     (2)  Financial Statement Schedules

           There are no financial statement schedules included in
this annual report.

      (3)   The exhibits listed below are filed as part  of  this
annual report.

Exhibit
No.                      Description
-------  -----------------------------------------------------------

  3.1    Memorandum and Articles of Association of Six Diamond
         Resorts International (1)

 10.1    Share Exchange Agreement dated as of August 15, 2007,
         by and among Six Diamond, SDRI and each of the holders of
         the outstanding securities of SDRI  (Nonmaterial schedules
         and exhibits identified in the Exchange Agreement have been
         omitted pursuant to Item 601b.2 of Regulation S-K. Six
         Diamond agrees to furnish supplementally to the Commission
         upon request by the Commission a copy of any omitted
         schedule or exhibit.) (2)

 10.2    Joint Venture Agreement dated as of April 1, 2007, by
         and between Landbridge Holdings International, S.A. and
         SDRI (2)

 10.3    Employment Agreement by and between Six Diamond and
         Frank DeLape (2)

 10.4    Employment Agreement by and between Six Diamond and
         James Bell (2)

 10.5    Board Resolutions establishing and approving the
         designation, preferences and rights of Series 1 Convertible
         Preference Shares of Six Diamond. (2)

 10.6    2007 Stock Option Plan (2)

  4.1    Certificate of Designations of the Series 1 Preferred Stock(2)

  4.2    Ordinary Shares Purchase Warrant issued to Placement Agent(3)

   14    Code of Ethics (3)

   21     Subsidiaries (3)
 31.1     Certification of the Principal Executive Officer pursuant to
          Section 302 of the Sarbanes-Oxley Act of 2002 (3)
 31.2     Certification of the Principal Financial Officer pursuant to
          Section 302 of the Sarbanes-Oxley Act of 2002 (3)
 32.1     Certification of the Principal Executive Officer pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002 (3)



                                33
<PAGE>


 32.2     Certification of the Principal Financial Officer pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002 (3)

-------------------

  (1)  Previously filed as an exhibit to the Company's Form 10-
       Q, filed on August 20, 2007, and incorporated by
       reference hereto.
  (2)  Previously filed as an exhibit to the Company's Form 8-K,
       filed on October 10, 2008, and incorporated by reference
       hereto.
  (3)  Filed herewith








































                                34

<PAGE>


                           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, thereunto duly authorized.

SIX DIAMOND RESORTS INTERNATIONAL

By:  /s/  JAMES WM. BELL
   -----------------------------------
   James Wm. Bell, Chief Financial
   Officer, Chief Operations Officer,
   Principal Accounting Officer, and Director


Date: March 28, 2008

     In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

Signature                           Title                   Date
-------------------------  ---------------------------   --------------


/s/  FRANK M. DELAPE       Executive Chairman and        March 28, 2008
-------------------------  Principal Executive Officer
Frank M. DeLape



/s/  JAMES WM. BELL        Chief Financial Officer,      March 28, 2008
-------------------------  Chief Operations Officer.
James Wm. Bell             Principal Accounting Officer,
                           and Director


/s/  BLAIR KORNDORFFER     Executive Vice President      March 28, 2008
-------------------------  - Architecture and Planning
Blair Korndorffer



/s/  RICHARD KIIBLER       Vice President - Operations   March 28, 2008
-------------------------
Richard Kiibler


/s/  ROBERT F. SAGARINO    Director                      March 28, 2008
-------------------------
Robert F. Sagarino














                                35

<PAGE>

                  INDEX TO FINANCIAL STATEMENTS
              OF SIX DIAMOND RESORTS INTERNATIONAL




Report of Independent Registered Public Accounting Firm             37

Consolidated Balance Sheet                                          38

Consolidated Statements of Operations                               39

Consolidated Statements of Cash Flows                               40

Consolidated Statements of Shareholders' Deficit                    41

Notes to Consolidated Financial Statements                          42































                                36

<PAGE>



     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Six Diamond Resorts International (Cayman)
(a Development Stage Company)
Houston, Texas

We have audited the accompanying consolidated balance sheet of
Six Diamond Resorts International (Cayman) ("the Company") (a
Development Stage Company) as of December 31, 2007 and the
related consolidated statements of expenses, cash flow and
changes in stockholders' deficit for the period from March 14,
2007 (Inception) through December 31, 2007.  These consolidated
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States).  Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for purposes of expressing an opinion on
the effectiveness of the Company's internal control over
financial reporting.  Accordingly, we express no such opinion.
An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of the Company as of December 31, 2007, and the results
of its operations and its cash flows for the period described, in
conformity with accounting principles generally accepted in the
United States.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. As discussed in Note 3 to the consolidated financial
statements, the Company has suffered losses from operations and
has a working capital deficiency, which raises substantial doubt
about its ability to continue as a going concern.  The
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty

/s/ Malone & Bailey, PC
-------------------------------

www.malone-bailey.com
---------------------
Houston, Texas

March 28, 2008




                                37

<PAGE>


                 Six Diamond Resorts International
                   (A Development Stage Company)
                     Consolidated Balance Sheet

                                                      December 31,
                                                         2007
                                                     -------------

            ASSETS

CURRENT ASSETS
   Cash and cash equivalents                         $     807,737
   Accounts receivable - related party                      54,328
   Prepaid expenses                                        338,732
   Advances, deposits and other assets                     358,780
                                                     -------------
       Total current assets                          $   1,559,577

LONG TERM ASSETS
   Preacquisition costs                              $   1,149,039
   Property, plant, & equipment, net of
     depreciation of $10,289                             2,407,439
   Other assets                                                777
                                                     -------------
         Total long term assets                      $   3,557,255

       TOTAL ASSETS                                  $   5,116,832

CURRENT LIABILITIES
   Payables to related party                         $     216,818
   Accounts payable                                        328,440
   Short term debt - bridge loan - related party         1,030,000
   Accrued interest payable                                167,666
                                                     -------------
            Total current liabilities                $   1,742,924

Commitments and contingencies                                   --

SHAREHOLDERS' EQUITY
    Series I, convertible preferred stock,
     .00320375 par value ; 25,000,000
     Shares authorized, 5,357,122 shares issued
     and outstanding                                 $      17,163
   Ordinary, $.00320375 par value; 100,000,000
     shares authorized; 10,142,433 shares issued
     and outstanding                                        32,494
   Additional paid in capital                            7,960,777
   Deficit accumulated during development stage         (4,636,526)
                                                     -------------
            Total shareholders' equity                   3,373,908

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $   5,116,832


  See accompanying notes to consolidated financial statements.


                                38

<PAGE>

                Six Diamond Resorts International
                  (A Development Stage Company)
              Consolidated Statement of Operations


                                                     Cumulative During
                                                     Development Stage
                                                       (March 14 -
                                                     December 31, 2007)
                                                     ------------------

Revenues                                             $               --

Expenses
   Formation, general and administrative expenses    $        4,327,872
   Depreciation and amortization                                205,375
                                                     ------------------
            Total operating expenses                 $        4,533,247

            Operating loss                           $       (4,533,247)

   Other income (expense)
       Interest expense                              $         (121,547)
       Interest income                                           18,268
                                                     ------------------
    Total other income (Expense)                     $         (103,279)

             Net loss                                $       (4,636,526)

     Preferred stock dividends                                 (146,064)
                                                     ------------------
             Net loss attributable to
             ordinary shares                         $       (4,782,590)

Per shares information
      Net loss - basis and diluted                   $            (0.48)
      Preferred stock dividends                                   (0.01)
                                                     ------------------
      Net loss attributable to ordinary shares
      - basic and diluted                            $            (0.49)

Weighted average number of basic and diluted
ordinary shares outstanding                                   9,688,793






  See accompanying notes to consolidated financial statements.


                                39

<PAGE>

                Six Diamond Resorts International
                  (A Development Stage Company)
              Consolidated Statements of Cash Flows

                                                     Cumulative During
                                                     Development Stage
                                                     (March 14, 2007 to
                                                     December 31, 2007)
                                                     ------------------
Cash flows from operating activities
  Net loss                                           $       (4,636,526)
  Adjustments to reconcile net loss to cash used
    in operating activities:
      Depreciation                                               10,287
      Stock compensation expense                                217,131
      Amortization of deferred financing costs                  195,088
      Interest paid in preferred stock                           49,781
      Changes in operating assets and liabilities
        Increase in accounts receivable
         - related party                                        (54,328)
          Increase in accounts payable                          328,440
          Increase in accounts payable - related party          216,817
          Increase in interest payable                          167,666
          Increase in prepaid expenses                         (338,732)
          Increase in other assets                             (359,554)
                                                     ------------------
Net cash used in operating activities                $       (4,203,930)
                                                     ------------------

Cash flows from investing activities
   Investment in PP&E                                $       (2,417,728)
   Preacquisition costs                                      (1,149,039)
                                                     ------------------
Net cash used in investing activities                $       (3,566,767)
                                                     ==================

Cash flows from financing activities
  Proceeds from the issuance of bridge notes         $        1,950,000
  Payments of bridge notes                                     (750,000)
  Debt issuance costs                                          (195,088)
  Proceeds from Notes - related party                         1,305,000
  Payments of Notes - related party                            (275,000)
  Proceeds from issuance of preferred stock                   6,541,670
  Proceeds from issuance of ordinary shares                       1,852
                                                     ------------------
Net cash provided by financing activities            $        8,578,434
                                                     ------------------

Net increase(decrease) in cash                       $          807,737
                                                     ------------------

Cash at beginning of the period                                      --
                                                     ------------------
Cash at end of the period                            $          807,737
                                                     ==================

Supplemental disclosures
  Cash paid for taxes                                                --
                                                     ------------------
  Cash paid for interest                             $           80,411
                                                     ------------------

Non-cash financing and investing activities
  Conversion of Notes and interest to
    preferred stock                                  $        1,249,781
  Common stock issued in reverse merger              $            1,283
  Change in par value of common stock                $           30,237




  See accompanying notes to consolidated financial statements.


                                40
<PAGE>

                Six Diamond Resorts International
                  (A Development Stage Company)
         Consolidated Statement of Shareholders' Deficit

    For the period from March 14, 2007 (Date of Inception) to
                        December 31, 2007
<TABLE>
<CAPTION>
                          Series 1 Preferred Stock      Ordinary Shares
                          ------------------------- -----------------------
                                                                                            Deficit
                                                                                          Accumulated
                                                                            Additional       During          Total
                          Number of                 Number of                 Paid-In     Development     Shareholders'
                           Shares       Amount       Shares       Amount      Capital        Stage      Equity (Deficit)
                         -----------------------------------------------------------------------------------------------
<S>                      <C>            <C>         <C>           <C>       <C>           <C>           <C>
Founder shares issued
  at inception at
  March 14, 2007                  -     $        -   8,767,000    $    877  $         -   $         -   $           877

Issuance of shares
  from Bridge Loan                -     $        -     975,000    $     97  $       878   $         -   $           975

Issuance of shares for
  net assets of Six
  Diamond Resorts
  International (Cayman)          -     $        -     400,433    $  1,283  $    (1,283)  $         -   $             -

Net effect of reverse
  merger, October 3, 2007         -     $        -           -    $ 30,237  $   (30,237)  $         -   $             -

Conversion of bridge loan   714,172     $    2,288           -    $      -  $ 1,247,493   $         -   $     1,249,781

Issuance of preferred
  shares                  4,642,950     $   14,875           -    $      -  $ 6,526,795   $         -   $     6,541,670

Stock compensation
  expense                         -     $        -           -    $      -  $   217,131   $         -   $       217,131

Net Loss                          -     $        -           -    $      -  $         -   $(4,636,526)  $    (4,636,526)
                         -----------------------------------------------------------------------------------------------
Balance,
  December 31, 2007       5,357,122     $   17,163  10,142,433    $ 32,494  $ 7,960,777   $(4,636,526)  $    (3,373,908)
</TABLE>






   See accompanying notes to consolidated financial statements


                                41
<PAGE>

                Six Diamond Resorts International
                  (A Development Stage Company)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2007

NOTE 1 - Organization, Business and Operations

Six Diamond Resorts International (the "Company"), a Cayman
Islands corporation, is a development stage real estate
development company that, through its wholly owned subsidiary,
Six Diamond Resorts International, S.A. (SDRI), is focusing on
the purchase and development of retirement communities in Central
America.  The Company's current activities are focused in Panama.

The Company was organized under the laws of Cayman Islands on
March 10, 2006, as a "blank check" Company with no material
assets and/or operations.  On October 3, 2007, the Company
completed the acquisition of SDRI in a share exchange
transaction.  100% of the outstanding shares of the SDRI were
exchanged for 9,742,000 ordinary shares of the Company.  Upon
completion of the exchange transaction, SDRI became a wholly-
owned subsidiary of the Company and the business of the Company
became that of SDRI.  The acquisition of SDRI was accounted for
as a reverse merger, whereby the Company was treated as the
"acquired" Company for financial reporting purposes.

SDRI was formed on March 14, 2007 in the Republic of Pananama,
for the purpose of engaging in real estate development in Central
America.  The Company, through SDRI, conducts a portion of its
operations in Panama through three wholly-owned subsidiaries,
Diamond Properties, SA, a Panamanian Company, Diamond Development
Designs, LLC, a Delware limited liability company and  SDRI, LLC,
a Delaware limited liability company.  At the time the reverse
merger was consummated, SDRI had begun the beginning phases of
development planning, but had not yet commenced sales or
construction on its properties.  SDRI selected December 31 as its
fiscal year-end.

Through SDRI, the Company believes that it will be able to
provide a complete solution for the development, sales, and
management of premier resort, vacation and retirement communities
in Panama and intends to attempt to set itself apart from other
Caribbean resorts in its approach to services and amenities.  The
Company believes the services and amenities it intends to offer
will attract individuals to retire in Panama.  The Company also
believes that demand for tropical destinations that are safe,
relatively inexpensive and well developed has increased
dramatically and that the current economic, social, and political
climates in Panama have the potential to provide a substantial
advantage over other areas of Central America.

NOTE 2 - Summary of Significant Accounting Policies

Basis of Presentation

These consolidated financial statements are presented on the
accrual basis of accounting in accordance with generally accepted
accounting principles in the United States of America, whereby
revenues are recognized in the period earned and expenses when
incurred. The Company also follows Statement of Financial
Accounting Standards ("SFAS") No. 7, "Accounting and Reporting
for Development Stage Enterprises" in preparing its financial
statements.

Principals of Consolidation

The consolidated financial statements include the accounts of the
Company and all of its majority-owned and controlled
subsidiaries.  All significant inter-company balances and
transactions have been eliminated in consolidation.

Revenue Recognition

Revenues from real estate sales, including sales of residential
homes (including detached single-family and attached townhomes)
and home sites, land, and commercial buildings, will be
recognized upon closing of sales contracts in accordance with
Statement of Financial Accounting Standards No. 66, "Accounting
for Sales of Real Estate" ("SFAS 66"). A portion of real estate
inventory and estimates for costs to complete will be allocated
to each housing unit based on the relative sales value of each
unit as compared to the sales value of the total project.
Revenues for multi-family residences under construction will be
recognized, in accordance with SFAS 66, using the percentage-of-
completion method of accounting when (1) construction is beyond a
preliminary stage, (2) the buyer has made sufficient deposit and
is committed to the extent of being unable to require a refund
except for nondelivery of the unit, (3) sufficient units have
already been sold to assure that the entire property will not
revert to rental property, (4) sales price is collectible, and
(5) aggregate sales proceeds and costs can be reasonably


                                42
<PAGE>

estimated. Revenue is recognized in proportion to the percentage
of total costs incurred in relation to estimated total costs. Any
amounts due under sales contracts, to the extent recognized as
revenue are recorded as contracts receivable. The Company reviews
the collectability of contracts receivable and, in the event of
cancellation or default, adjusts the percentage-of-completion
calculation accordingly.

Statement of Cash Flows

For  purposes  of  the statement of cash flows, we  consider  all
highly   liquid  investments  (i.e.,  investments   which,   when
purchased, have original maturities of three months or  less)  to
be cash equivalents.

Use of Estimates

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

Basic and diluted net loss per share

Basic and diluted net loss per share is calculated based on the
weighted average number of common shares outstanding during the
year.  The per share amounts include the dilutive effect of
common stock equivalents in years with net income.  The Company
had losses for the period ended December 31, 2007 and therfore,
basic and diluted loss per share is the same due to the absence
of common stock equivalents as the effect of our potential common
stock equivalents would be anti-dilutive.

Income Taxes

The Company, through its wholly-owned subsidiary, SDRI, is
subject to Panamanian Income Taxes, based upon taxable net
income, at a rate of 30%, with special discounts and exemptions
available for the development of real estate.

The Company uses the liability method, where deferred tax assets
and liabilities are determined based on the expected future tax
consequences of temporary differences between the carrying
amounts of assets and liabilities for financial and income tax
reporting purposes.   The Company has incurred net losses for
Panamanian tax purposes since inception and, therefore, has no
tax liability.  The net deferred tax asset generated by this loss
carry-forward has been fully reserved.  The cumulative net
operating loss carry-forward is approximately $4.4 million at
December 31, 2007.

At  December  31,  2007,  deferred tax assets  consisted  of  the
following:


Deferred tax assets
  Net operating losses          $    1,390,958
  Less: valuation allowance         (1,390,958)
                                --------------
Net deferred tax assets         $            -
                                --------------


The net operating loss can be employed over 5 years at a rate of
20% per year, but only to offset 50% of taxable income.  The net
operating loss will begin to expire in 2009.

Property and Equipment

Property and equipment is recorded at cost. The cost and related
accumulated depreciation of assets sold, retired or otherwise
disposed of are removed from the respective accounts, and any
resulting gains or losses are included in the results of
operations. Depreciation is computed using the straight-line
method over the estimated useful lives of the related assets,
which is currently range from five years for office and computer
equipment to 30 years for the Company's owned building located in
Casa Del Mar.  Leasehold improvements are amortized over the term
of the underlying lease agreement.  Repairs and maintenance costs
are expensed as incurred.


                                43
<PAGE>


Preacquisition Costs

Preacquisition costs are costs related to a property that are
incurred before the enterprise acquires, or obtains an option to
acquire, the property.  These costs are capitalized if they are
identifiable with a specific property, would be capitalized if
the property were already acquired and acquisition of the
property or of an option to acquire the property is probable.  In
the event the property is not acquired or acquisition is
determined to not be probable, these costs are expensed.  When
the property is acquired, these costs will be reclassified and
included as part of the cost of the property.

Real Estate Joint Ventures

To determine the method of accounting for partially owned real
estate joint ventures and partnerships, the Company applies the
guidelines set forth in Financial Accounting Standards Board
("FASB") Interpretation No. 46R, "Consolidation of Variable
Interest Entities." Based upon our analysis, we have determined
that we have no interests in variable interest entities.

Partially owned real estate joint ventures over which the Company
exercises financial and operating control are consolidated in our
financial statements. In determining if we exercise financial and
operating control, we consider factors such as ownership
interest, authority to make decisions, kick-out rights and
substantive participating rights. Partially owned real estate
joint ventures and partnerships where we have the ability to
exercise significant influence, but do not exercise financial and
operating control, are accounted for using the equity method.

Our investments in partially owned real estate joint ventures and
partnerships are reviewed for impairment, periodically, if events
or circumstances change indicating that the carrying amount of
our investments may not be recoverable. The ultimate realization
of our investments in partially owned real estate joint ventures
and partnerships is dependent on a number of factors, including
the performance of each investment and market conditions. We will
record an impairment charge if we determine that a decline in the
value of an investment is other than temporary.

Fair Value of Financial Instruments

Our financial instruments consist of a receivable from a related
party. We believe the fair values of our receivable approximate
its respective carrying amount.

Concentration of Credit Risk

Cash and cash equivalents are the primary financial instruments
that subject the Company to concentrations of credit risk. The
Company maintains its cash deposits with major financial
institutions selected based upon management's assessment of the
financial stability. Balances periodically exceed the $100,000
federal depository insurance limit; however, the Company has not
experienced any losses on deposits.

Recently Issued Accounting Pronouncements

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

NOTE 3 - Going Concern

The Company has incurred losses since inception of $4.5 millon
and has a working capital deficit as of December 31, 2007 of $0.4
million.  The Company has no revenues for the periods presented
in these financial statements and does not expect to realize
revenues until the beginning of sales from properties in its
first development.  There can be no assurance that the Company
will ever realize sales from the planned developments; achieve or
sustain profitability or positive cash flows from its operations,
reduce expenses or sell ordinary shares.  To date, the Company
has funded its formation activities primarily through the
issuance of its bridge notes and preferred shares (see Note 9 and
Note 10).  These factors raise substantial doubt about the
Company's ability to continue as a going concern.  .

NOTE 4 - Related Party Transactions

The Company utilized Hawthorne Architects ("Hawthorne") for
master planning in anticipation of the development of certain of
its properties or properties to be included in a Joint Venture.
Hawthorne is wholly owned by one of the members of the


                                44
<PAGE>

Company's Management Team.    Through December 31, 2007, the
Company was charged $312,388 for such services.  As of December
31, 2007, the Company had an outstanding payable to Hawthorne
Architects of $zero.

The Company incurred legal and consulting fees from Martinez Law
Firm ("Martinez") in Panama.  Francisco Castillo, a member of the
Martinez Law Firm, was also a director of SDRI during the period
covered by these financial statements.  From Inception through
December 31, 2007, the Company incurred charges of $271,242,
relating primarily to legal fees and administrative costs that
were paid by Martinez on behalf of the Company.  As of December
31, 2007, the Company had an outstanding payable to Martinez of
$zero.

At December 31, 2007, the Company had a receivable from a related
party  of  $54,328.  The receivable was due from Martinez  for  a
refund of the balance of an escrow account.

In October, 2007, the Company paid a $150,000 Playa Diamante
option fee and a $100,000 Palacio Del Mar option fee to
Landbridge, which is owned by Frank DeLape and one other person.

During 2007, the Company entered into a series of note agreements
with Benchmark Equity Group ("Benchmark").  Benchmark is wholly
owned by the Company's Executive Chairman.  As of December 31,
2007, the Company owed Benchmark $440,000 plus accrued interest
of $15,947.   The notes bear interest at 10% per year.

During 2007, the Company utilized a Placement Agent for its
Bridge Financing (See Note 9).  A control person for the
Placement Agent is also a significant shareholder in the Company.
At the completion of the bridge financing, the Company paid the
Placement Agent fees of $195,087.  The company paid the Placement
Agent $1,153,523 during 2007 for commissions, expense allowances
and consulting fees related to the issuance of the Series I
Convertible Preferred Stock (See Note 10).

During 2007, the Company entered into a series of note agreements
with a shareholder, affiliated with the Placement Agent.  As of
December 31, 2007, the Company owed the shareholder $590,000 plus
accrued interest of $20,470.  The notes bear interest at 10% per
year.

On October 1, 2007, the Company entered into an agreement with
Nautilus Partners, whereby the Company paid a fee to Nautilus of
$250,000 and in return Nautilus is to provide ongoing services
related to being a public company for a period of three years.
Frank DeLape, the Company's Executive Chairman, and his
affiliates own 40% of Nautilus Partners.

NOTE 5 - Prepaid Expenses

At December 31, 2007, prepaid expenses consisted of the following:

     Prepaid consulting fees             $   229,167
     Prepaid insurance, taxes and
       legal fees                             65,582
     Deposits                                 43,983
                                         -----------
          Total                          $   338,732

On October 1, 2007, the Company entered into an agreement with
Nautilus Partners, whereby the Company paid a fee to Nautilus of
$250,000 and in return Nautilus is to provide ongoing services
related to being a public company for a period of three years.

NOTE 6 - Preaquisition Costs

At December 31, 2007, preacquisition costs consisted of the
following:

     Legal fees related to land
       acquisition                       $   520,773
     Architectural, appraisal and
       design fees                           339,034
     Option fees on land acquisition         250,000
     Marketing and other                      39,232
                                         -----------
          Total                          $ 1,149,039

All preacquisition costs are related to the Company's Palacio del
Mar, Playa Diamante and Zapatilla projects.


                                45
<PAGE>


NOTE 7 - Advances, Deposits and Other Assets

At December 31, 2007, advances, deposits and other assets
consisted of the following:

     Marketing collateral and related
       assets                            $   346,182
     Advances and deposits                    12,598
                                         -----------
          Total                          $   358,780

NOTE 8 - Property, Plant and Equipment

At December 31, 2007, property, plant and equipment, net, is
comprised of the following:

     Land                                $ 1,246,258
     Buildings                             1,073,679
     Equipment and other                      87,502
                                         -----------
          Total                          $ 2,407,439

In July, August, and September 2007, the Company, through its
wholly owned subsidiary, SDRI entered into a series of contracts
to purchase approximately 556 acres of land in Panama near a town
called Brenon.  The Company paid approximately $249,000 down on
the contracts with a total purchase price of $1,926,916.  In
October 2007 the Company paid an additional $79,000 and in
December 2007 an additional $918,000 towards these parcels.   The
Company currently holds 428 acres.  The remaining parcels 118
acres have a balance due of $680,659 which is due by April 30,
2008.

In October 2007, the Company paid $1,078,001 to purchase a house
and related land in Bocas Del Toro.  This building is currently
being used for office space for the Company's operations in
Panama.

NOTE 9 - Bridge Notes

Prior to the consummation of the reverse merger, SDRI had
$1,950,000 in Bridge Notes ("Notes") outstanding resulting from a
bridge financing that occurred from April 10 through May 25,
2007.  The Notes were sold to accredited investors for an
aggregate of 39 units for an aggregate purchase price of
$1,950,975.  Each bridge unit was sold at a purchase price of
$50,025 and consisted of (i) a 10%, $50,000 aggregate principal
amount promissory note which will mature and be repaid upon the
occurrence of certain events more fully described below, and (ii)
25,000 shares of common stock of the Company, resulting in the
sale by the Company of, in the aggregate (i) $1,950,000 principal
amount of Notes, and (ii) 975,000 Shares ("Bridge Shares").  At
the time of the transaction, the Company believed, due to its
limited operating history and no contemporaneous third party
sales, that the par value of SDRI's common stock approximated its
market value at the time the bridge financing was completed.

The Notes were to mature on the earlier to occur of thirteen
months after the closing the financing or the closing of a
reverse merger with a public entity, provided that the public
entity, at or immediately prior to the closing of the reverse
merger, has completed a financing of not less than $3.5 million.

Of the outstanding Notes, the investors who elected to receive
cash in settlement were paid a total of $780,630, including
accrued interest.  Certain investors elected to convert their
Notes, together with accrued interest thereon, into shares of the
Company's Preferred Stock, the terms of which are more fully
described below in Note 10.  These investors exchanged $1,249,781
of Notes and accrued interest for 714,172 preferred shares.  As
of December 31, 2007, there were no Notes outstanding.
Commensurate with the settlement or conversion of the Notes,
deferred financing costs of $195,088 were expensed and have been
recorded as amortization expense.

Upon the closing of the reverse merger, the Bridge Shares were
exchanged for shares of the Company.  The Company's shares
received pursuant to the exchange of Bridge Shares are subject to
`piggy back' registration rights.

NOTE 10 - Ordinary shares and Preferred Stock

Ordinary Shares

The Company was formed on March 14, 2007 and has issued 8,767,000
shares of Ordinary Shares to the founders of the Company.  At
various times between April 10, 2207 and May 25, 2007, the
Company issued 975,000 shares of Ordinary Shares in relation to
the bridge financing discussed in Note 9 above.  On October 3,
2007, in connection with the reverse merger, the Company issued


                                46
<PAGE>


400,433 shares of Ordinary Shares to the shareholders of Six
Diamond Resorts International (Cayman).

Series I Convertible Preferred Stock

On October 3, 2007, the Company sold in an initial closing of a
private placement ninety-five (95) units for aggregate gross
proceeds of $4,749,851.  Each Unit consisted of 28,572 shares for
an aggregate of 2,714,212 Series 1 Convertible Preferred Shares.

On November 1, 2007, the Company sold in the second closing of a
private placement seventy-six (76) units for aggregate gross
proceeds of $3,800,076.  Each Unit consisted of 28,572 shares for
an aggregate of 2,171,472 Series 1 Convertible Preferred Shares.

On December 12, 2007, the Company sold in the third closing of a
private placement sixteen and one half (16.5) units for aggregate
gross proceeds of $825,016.50.  Each Unit consisted of 28,572
shares for an aggregate of 471,438 Series 1 Convertible Preferred
Shares.

In connection with the Offering, Six Diamond paid to a placement
agent a fee of 14% of the aggregate purchase price and warrants
to purchase 5,714.40 Ordinary Shares per unit sold.  The Agent
Warrants are exercisable for a 5 year period at $1.75 per share.

Dividends shall accrue, whether or not declared and paid, on the
Series I Preferred Stock at 8% per year, and are cumulative.
These dividends are charged to additional paid-in capital.  Each
share may be converted at any time into Ordinary Shares of the
Company equal to the original issue price of $1.75 plus all
accrued and unpaid dividends which is subject to adjustment from
time to time in accordance with the Certificate of Designations.
As of December 31, 2007, there were 5,357,122 shares outstanding,
with cumulative unpaid dividends of $146,064 or 83,465 shares.

NOTE 11 - Options and Warrants

2007 Stock Incentive Plan

Effective September 19, 2007, the Company adopted 2007 Share
Incentive Plan. The Share Incentive Plan is discretionary and
allows for an aggregate of up to 4,000,000 shares of our Ordinary
Shares to be awarded through incentive and non-qualified share
options and share appreciation rights. The Share Incentive Plan
is administered by our Board of Directors, which has exclusive
discretion to select participants who will receive the awards and
to determine the type, size and terms of each award granted.

On July 1, 2007, the Company entered into an employment agreement
with Frank Delape to serve as our Chairman of the Board.
Pursuant to this agreement, the Company issued Mr. Delape options
to purchase 1,200,000 shares of our Ordinary Shares.  The options
vest, subject to certain provisions including change in control,
ratably over three years from the grant date.  The options have a
strike price of $2.00 per share and have a 10 year term.

On October 3, 2007, the Company issued options to purchase
360,000 share of our Ordinary Shares to our CFO.  The options
vest, subject to certain provisions including change in control,
ratably over three years from the grant date.  The options have a
strike price of $1.75 per share and have a 10 year term.

On October 3, 2007, the Company issued options to purchase
100,000 share of our Ordinary Shares to one of our executives.
The options vest, subject to certain provisions including change
in control, ratably over 36 months from the grant date.  The
options have a strike price of $2.00 per share and have a 10 year
term.

On October 3, 2007, pursuant to its 2007 Stock Incentive Plan,
the Company issued to certain employees options to purchase
174,000 shares of the Company's Ordinary Shares.  The options
vest ratably over 36 months from the grant date and have strike
prices of $1.75 for 75,000 of the options and $2.00 for 99,000 of
the options.

On December 12, 2007, pursuant to its 2007 Stock Incentive Plan,
the Company issued to certain employees options to purchase
90,000 shares of the Company's Ordinary Shares.  The options vest
ratably over 3 years from September 2007 and have strike prices
of $1.75 per share.


                                47
<PAGE>


The weighted average fair value of the stock options granted
during the year ended December 31, 2007 was $1.93.  Variables
used in the Black-Scholes option-pricing model include (1) risk-
free interest rates of between 3.41% and 4.90%, (2) expected
option life is the actual remaining life of the options as of
each period end, (3) expected volatility of 88.0% and (4) zero
expected dividends. The options issued during 2007 had a total
fair market value of $2,549,092.  A summary of stock option
transactions follow:

                                                   Weighted
                                      Options    average price
                                      -------    -------------

Outstanding at January 1, 2007               -               -
    Granted during 2007              1,924,000           $1.93
    Cancelled or Expired                     -               -
    Exercised                                -               -
Outstanding at December 31, 2007     1,924,000           $1.93


No options were exercised during 2007 and outstanding options had
an intrinsic value of zero as of December 31, 2007.  As of
December 31, 2007, compensation expense related to the option
issuances that remains to be recognized totaled $2,331,961.

Warrants

During 2007, the Company issued warrants to the Placement Agent
in connection with the Preference Share offering.  The Placement
agent is also a related party to the Company as further described
in Note 4.   Terms of the warrants are summarized below:

<TABLE>
<CAPTION>
                           Number of    Warrant
     Date of Grant         Warrants      Price        Expiration
------------------------   ---------    -------    ---------------
<S>                        <C>          <C>        <C>
October 3, 2007              542,839       $1.75   October 3, 2012
November 1, 2007             434,295       $1.75   October 3, 2012
December 12, 2007             94,287       $1.75   October 3, 2012

  Total outstanding         1071,421       $1.75
</TABLE>

No warrants were exercised during 2007.

NOTE 12 - Commitments and Contingencies

The Company may become subject to various claims and litigation.
The Company vigorously defends its legal position when these
matters arise.  The Company is not a party to, nor the subject
of, any material pending legal proceeding nor to the knowledge of
the Company, are any such legal proceedings threatened against
the Company.

NOTE 13 - Subsequent Events

On January 31, 2008, the Company sold in the fourth closing of a
private placement solely to accredited investors ten and one half
(10.5) units for aggregate gross proceeds of $525,003.50.  Each
Unit consisted of 28,572 shares for an aggregate of 300,002
Series 1 Preferred Shares.


                                48
<PAGE>