<PAGE>

================================================================================

                       U.S. SECURITIES EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                  FORM 10-KSB

                                   (Mark One)

[X]      ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934

For the fiscal year ended December 31, 2005

[ ]      TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
                   ACT OF 1934 For the transition period from
                       ________________to ________________

                         Commission file number: 0-24640

                      MYRIAD ENTERTAINMENT & RESORTS, INC.
               ---------------------------------------------------
              (Exact name of small business issuer in its charter)

          Delaware                                               64-0872630
          --------                                               ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

   Suite 1000, 10050-112 Street, 10th Floor, Edmonton, Alberta, Canada T5K 2J1
                -------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number (780) 431-0086

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of Class)

         Check whether the issuer (1) 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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes__X__ No._____

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained herein, and no disclosure will be
contained, to the best of issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

         The Issuer had no revenue for its most recent fiscal year.

         The aggregate market value of the common stock held by nonaffiliates,
based upon the average bid and asked prices of the Issuer's common stock on
March 20, 2006 was $18,245,847. Shares of common stock held by each officer and
director and by each person who owns 10% or more of the outstanding common stock
have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.

         The number of shares outstanding of the issuer's common stock, as of
March 20, 2006, was 41,816,334.

================================================================================


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                                     PART I

ITEM 1.    DESCRIPTION OF BUSINESS

FORWARD-LOOKING STATEMENTS

         This Annual Report on Form 10-KSB contains "forward-looking statements"
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical fact should be
considered "forward-looking statements" for purposes of these provisions,
including statements that include projections of, or expectations about,
earnings, revenues or other financial items, statements about our plans and
objectives for future operations, statements concerning proposed new products or
services, statements regarding future economic conditions or performance,
statements concerning our expectations regarding the attraction and retention of
members and guests, statements about market risk and statements underlying any
of the foregoing. In some cases, forward-looking statements can be identified by
the use of terminology such as "may," "will," "expects," "plans," "anticipates,"
"intends," "believes," "estimates," "potential" or "continue," or the negative
thereof or other similar words. Although we believe that the expectations
reflected in our forward-looking statements are reasonable, we can give no
assurance that such expectations or any of our forward-looking statements will
prove to be correct. Actual results and developments are likely to be different
from, and may be materially different from, those expressed or implied by our
forward-looking statements. Forward-looking statements are subject to inherent
risks and uncertainties, some of which are summarized in "Factors That May
Affect Future Operating Results."

GENERAL

         Myriad Entertainment & Resorts, Inc. (referred to as Myriad, the
Company, we, us and our throughout this document) is a holding company
incorporated under the laws of the State of Delaware that, through its
subsidiaries, is intended to own and operate destination experience resorts. As
of March 20, 2006, we owned, through our wholly-owned subsidiary, MER Resorts,
Inc., a Delaware corporation, a thirty-three percent (33%) interest in Myriad
World Resorts of Tunica, LLC, a Mississippi limited liability company
("Myriad-Tunica"). For purposes of this document, unless otherwise indicated,
references to us also include our various subsidiaries. However, we and each of
our subsidiaries are careful to maintain separate legal existence, and general
references to us should not be interpreted in any way to reduce the legal
distinctions and separateness between subsidiaries or between us and our
subsidiaries.

         Our operations are intended to be organized into two principal business
segments: (1) destination experience resorts such as the Myriad-Tunica project,
and (2) country clubs, casinos, hotels, resort amenities and facilities. Other
operations that will not be assigned to a principal business segment are
intended to include real estate operations and corporate services. The Company's
immediate business objective is to implement the business plan of Myriad-Tunica.
Our primary sources of revenue are anticipated to be gaming, hospitality and
themed experience revenues in connection with the operations of the
Myriad-Tunica project, and membership dues, membership fees and deposits, food
and beverage operations, and golf operations through our contemplated country
club and golf facilities.

         Throughout Item 1 of this document, financial and property information
reflects consolidated totals.

OPERATIONS

BACKGROUND AND PHILOSOPHY
-------------------------

         Effective July 6, 2004, pursuant to the terms of the Securities
Purchase Agreement dated June 22, 2004, with Scott Hawrelechko, our Chairman and
Chief Executive Officer, Mr. Hawrelechko acquired twenty-two million
(22,000,000) shares of the Company's Common Stock representing control of the
Company in consideration for the sale, transfer and assignment by Mr.
Hawrelechko of certain assets including a thirty-three percent (33%) interest in
Myriad-Tunica. Myriad-Tunica is currently engaged in the very early stages of
development of a planned 540-acre resort, casino and enclosed championship golf
complex in Tunica County, Mississippi.

                                       2


<PAGE>

         Mr. Hawrelechko acquired control of the Company on the belief that the
Company offers the opportunity to use a series of private equity and debt
financings to build and develop destination experience resorts, including
Myriad-Tunica LLC. In addition, Mr. Hawrelechko believes that private clubs
represent a significant business opportunity for a company that could combine
professional development and management skills with the dedication to personal
service necessary to attract and retain members. This commitment to
professionalism and personal service is reflected in our member-oriented
philosophy: create lasting value for members, guests, employees and financial
partners by delivering personalized service and experiences that facilitate
life-enhancing relationships, achieve world class results and create pride in
belonging.

         Our management and employees recognize that we are in a relationship
business where member and guest satisfaction is essential to long-term growth
and profitability. Underlying this philosophy are progressive human resource
values and goals which we believe will result in superior customer service.
Management believes that our member-oriented philosophy and culture set us apart
from many of our competitors that focus on short-term returns that may
jeopardize member satisfaction and long-term profitability. We are committed to
maintaining a leadership position in the gaming, hotel and golf-related club
segments by creating an environment where members, guests and employees are
treated with respect, trust and honesty. Our policy is to not restrict
membership in our facilities on the basis of race, religion, gender or other
immutable characteristics.

         We have focused on assembling and maintaining an experienced management
team. Myriad-Tunica has entered into management relationships with individuals
and entities that possess significant amounts of gaming and hospitality industry
experience. We will continue to attempt to attract and retain qualified,
dedicated managers for Myriad-Tunica and our contemplated resort club
operations. Senior management believes that our success depends greatly upon the
motivation, training and experience of our employees.

NATURE OF OPERATIONS
--------------------

         We anticipate operating destination experience resorts and resort
country club and golf facilities through sole ownership, partial ownership such
as Myriad-Tunica, and management agreements. In addition, we anticipate
performing various corporate services internally and for managed properties and,
to a lesser extent, develop and sell real estate adjacent to our facilities.

         The success of our country club operations will be dependent on our
ability to attract new members, retain members of existing clubs that we intend
to manage and/or acquire, and maintain or increase levels of club usage by
members and guests at clubs that we intend to manage and/or acquire. Although we
plan to devote significant resources to promote our facilities and services,
many of the factors affecting club membership and usage are beyond our control.
Local and federal government laws, including income tax regulations applicable
to us and our club members and guests, can adversely influence membership
activity. Changes in consumer tastes and preferences, local, regional and
national economic conditions, including levels of disposable income, weather and
demographic trends can also have an adverse impact on club membership and usage.

MYRIAD-TUNICA - PROJECT OVERVIEW
--------------------------------

         The Company's immediate business objective is to implement the business
plan of Myriad-Tunica. Myriad-Tunica presently does not have any operating
revenues and none are projected until completion of project construction and
inception of operations.

         The Myriad-Tunica is intended to be a multi-attraction themed resort
designed to be an International destination, including a cable supported
structure covering its 18-hole golf course permitting play on a 24/7 basis. The
Myriad-Tunica Project will emphasize the spirit and history of Mississippi and
the Mississippi River -- the Heartland of America -- a story that will intrigue
the mind of the global guest seeking travel and leisure. The Myriad-Tunica
Project will be situated on 540 acres along the Mississippi River in Tunica
County, Mississippi for year-round enjoyment of the following resort
attractions:

         -    80,000 sq. ft. casino
         -    1,200 room 4-star hotel
         -    375,000 sq. ft. convention center
         -    250,000 sq. ft. of retail (Phase 1); 750,000 sq. ft. for total
              build out.
         -    18-hole golf course (7,205 yards)
         -    2,500-seat venue
         -    Luxury Spa
         -    Water Park
         -    Snow Park (called The Snow Globe)

                                       3

<PAGE>

         In addition to the features listed above, the Myriad-Tunica Project may
include an ice venue with various trails and skating rinks; another water venue
with aquariums and lagoons, and a 450 ft. high observation wheel called "The
Mississippi Eye". Additional entertainment venues such as Lucid, a three-level
multimedia night club, music amphitheaters, a 10,000-seat arena with regular and
premium seating options will be included as well as various thematic designs
throughout the property.

         The different elements of the Myriad-Tunica Project will be linked by
an indoor waterway transportation system and an elevated people-mover ground
transportation system. Other infrastructure requirements will be supported by
applying state-of-the-art technology such as solar power, climate control and
air-filtration technologies, and security and maintenance technologies.

         The Myriad-Tunica Project also has expansion space available for the
development of vacation villas along the golf course. This project, the most
ambitious resort development planned for Tunica County, would target a broad
spectrum of visitors, including:

         -    Casino players
         -    Families
         -    Conventions, exhibitions and trade shows (particularly botanical
              shows)
         -    Golf enthusiasts

         The Myriad-Tunica project is estimated to cost approximately $1.9
billion to complete and construction is scheduled to commence in 2006. While our
strategy is to participate as a part owner of Myriad-Tunica and to capitalize on
the destination resort concept, we may not be able to realize those objectives
due to factors beyond our control, including without limitation, significant
risks associated with financing the construction, management and operation of
the Myriad-Tunica project, cash flow requirements, attraction and retention of
experienced management, and compliance with regulatory conditions, permits and
licensing approvals.

         CONSTRUCTION MANAGEMENT. Mr. Hawrelechko, our Chairman and Chief
Executive Officer and the Manager of Myriad-Tunica, has informed the Company
that construction management for the Myriad-Tunica project will be undertaken by
HDC & Associates, a Georgia limited liability company. HDC presently has $5.3
billion in active projects worldwide, including the following current
clients/projects/brands: Portman Architects, Marriott Hotels and Resorts, Hyatt
Corporation, Loews, Westin, Four Seasons and Wydham. Dale Cheek, a Company
director, has served as President of HDC & Associates since 1992.

         We have been informed by Myriad-Tunica that although it has determined
the overall scope and general design of the Myriad-Tunica project, not all of
the detailed plans and specifications have been finalized. The Company has been
further informed by Myriad-Tunica that when it finalizes its plans and
specifications in the future, it may discover that it needs to obtain additional
funding, which may not be available on satisfactory terms or at all, or that it
may choose to reduce the scope of the work and design components to reduce the
costs of constructing the project. Any such reduction in scope may affect our
business, financial condition and results of operations. In addition, there are
significant risks associated with major construction projects that may prevent
the completion of the Myriad-Tunica project on budget and on schedule, including
shortages of materials and skilled labor, unforeseen engineering, environmental
and/or geological problems, work stoppages, weather interference, unanticipated
cost increases, and unavailability of construction equipment.



                                       4

<PAGE>

         CASINO MANAGEMENT. Mr. Hawrelechko, our Chairman and Chief Executive
Officer and Manager of Myriad-Tunica, has informed the Company that casino
management for the Myriad-Tunica project will be undertaken by Casinos, Hotel
and Resorts, LLC, a company controlled by W. Dan Reichartz. Mr. Reichartz has
more than 30 years of hotel and casino management experience, having served as
President and Chief Operating Officer of Caesars Place Hotel and Casino, Las
Vegas, Nevada, from 1986-1996, and previously as the Vice President and General
Manager of the Waldorf-Astoria Hotel in New York.

         HOTEL MANAGEMENT. Mr. Hawrelechko, our Chairman and Chief Executive
Officer and Manager of Myriad-Tunica, has informed the Company that hotel and
conference facility management for the Myriad-Tunica project will be undertaken
by Tunica Hotels and Resorts LLC, a company controlled by Jack Vaughn. Mr.
Vaughn's current position is Chairman Emeritus and Senior Advisor of the
Opryland Hospitality Group, which includes Opryland Hotel, Opryland
International Travel, General Jackson Showboat, the Opryland River Taxis, the
Music City Queen, Grand Ole Opry Tours, the Springhouse Golf Club, KOA
Campgrounds, the Wildhorse Saloon, Opryland Texas and Opryland Florida. Mr.
Vaughn was the General Manager of the Opryland Nashville Hotel for more than 20
years, and previously served in various executive management positions with the
Westin Hotel chain.

         PROJECT SITE. The Myriad-Tunica project is located on Perry Road and
Indian Mound Road at the northwest quadrant of Tunica County. Tunica County,
Mississippi is located 35 miles south of Memphis, Tennessee, near the
intersections of Interstate 40 and Interstate 55 and in close proximity to
Memphis International Airport. Tunica County, with an area of 460 square miles
is located 431 miles from Atlanta, Georgia, 569 miles form Chicago, Illinois,
475 miles from Dallas, Texas, and 417 miles from New Orleans, Louisiana.
Interstate 69, which runs from Canada to the Gulf of Mexico, which is currently
under construction, will pass within 4 miles of the Myriad-Tunica project.

         The Tunica Airport runway was lengthened to 5,500 feet in the Fall 2004
granting access to corporate and regional aircraft. A $40 million Phase II
expansion plan, to further lengthen the Tunica Airport runway to 8,000 feet and
to construct a new 40,000 square foot terminal building, will be completed in
2006. The Tunica Airport is currently accessed by Lear Jets and Twins.
Completion of the expansion will permit jet charters and commercial jets to
land, and the Company has been informed that Tunica County is in discussions
with three major airlines to service the Tunica Airport with scheduled
commercial flights. On March 22, 2006, the Clarion-Ledger reported that Pan Am
Clipper Connection will offer scheduled flights between Tunica and Atlanta,
Georgia three days a week starting May 2, 2006.

         In addition to the completion of Interstate 69 and the anticipated
improvements to the Tunica Airport, the Company has been informed that plans are
being considered to construct a NASCAR-style racetrack at a site within five
minutes of the Myriad-Tunica project location.

         GAMING AND TOURISM INDUSTRIES IN TUNICA, MISSISSIPPI. Tunica County,
Mississippi is the third largest gaming resort center in the United States after
Las Vegas, Nevada and Atlantic City, New Jersey. Mississippi legalized casino
gaming in 1990 for floating vessels on the Mississippi River and along the Gulf
Coast with local voters' approval. Tunica County voters gave their approval in
1991, and Splash Casino opened on October 19, 1992. By the end of 1993, three
more casinos opened in Tunica, and by the close of 1994, seven casinos were in
operation in Tunica, with Mississippi gross revenues growing to $1.5 billion.

         Feasibility Study. In January 2003, Myriad Golf Resort, Inc., a Company
affiliate based in Edmonton, Alberta, Canada, engaged Land and Leisure Inc., an
economic consulting firm to the leisure, retail and hospitality industries (with
experience in the Mississippi financial community) to conduct a first phase
feasibility study for the entertainment component of the Myriad-Tunica project.
Land and Leisure, Inc. identified the following observations:

         " ... the Mississippi Gaming Commission has recently begun to publish
data for the Mississippi River counties and have separated the data into the
North River Region and the South River Region. The North River Region is
essentially the Tunica casinos with the addition of one casino in Lula. The
South River Region includes casinos in Vicksburg, Greenville and Natchez. The
total gaming revenues in the North River Region, essentially Tunica, remain
strong totaling approximately $1,481,685,000 in 2003 or 79 percent of the total
for the Mississippi River counties and 44 percent of the state total ..."

                                       5


<PAGE>

         " ... The actual number of overnight visitors to Tunica is just over 1
million, 1,034,000 or 7.6 percent of the population within 250 miles of the
project. With 12,624,000 persons within 150 miles not visiting Tunica, it would
appear that there is significant potential for growth. It should also be noted
that 30 percent or over 4 million persons within the market area are not 21 and
cannot gamble. To attract these, and their families, other activities and
attractions are necessary for growth. Because of many factors including
single-parent households and two parents working, many prefer to spend vacations
with the entire family. Parents look for the opportunity to spend "quality time"
with their children. The importance of this has become even more pronounced
since the tragic events since 9/11. Recognizing the importance of this , the
[Tunica] Convention & Visitors Bureau supports the development of "resorts"
rather than more casinos. Therefore, the concept proposed by Myriad with the
wide variety of activities and entertainment appears prudent as this is
perceived as the way to increase the market for Tunica by attracting many of the
more than 12 million persons within a 250-mile radius to visit the area."

         In 2004, Mr. Hawrelechko, the Company's Chairman and Chief Executive
Officer, acquired the limited exclusive right (exclusivity for the States of
Mississippi and Louisiana) for a fully automated people transport system from a
Dutch company - "2getthere". The initial phase of this dual track driverless
transportation system is contemplated to connect all major venues adjacent to
the Myriad-Tunica project. Later phases are anticipated to connect all major
tourist attractions in the County of Tunica. The County of Tunica has agreed to
consider financing the costs of constructing and operating the transportation
system through the creation of a public tax district. Management believes that
the availability of an efficient transportation system will be an added
incentive for tourists to visit the region as they tour multiple venues in
addition to the Myriad-Tunica project.

         REGULATORY APPROVALS.

         APPROVED. On March 16, 2006, the Mississippi Gaming Commission approved
the revised gaming site and site development plan of the Myriad-Tunica project
for 24 months, renewing the approval originally granted to Myriad-Tunica in June
2004. Although the Mississippi Gaming Commission's site approval applies only to
the casino facility Myriad-Tunica intends to operate, the site development plans
and drawings approved by the Commission depict five additional casino sites to
accommodate casino vessels and hotels. Any such additional casino developments
would require Mississippi Gaming Commission approval before construction could
begin. On April 21, 2005, the Mississippi Development Authority granted approval
to Myriad-Tunica for participation in the Mississippi Tourism Incentive Program
and awarded it a Mississippi Tourism Incentive Certificate (TP-016) making it
eligible to receive up to $290,950,000 of sales tax rebates, effective during
the first ten years of operation, collected from revenues generated from
family-oriented operation of its proposed resort development. The amount awarded
was based on a formula that qualified 35% of the capital invested in
family-oriented components of the resort to be eligible for rebate. On July 8,
2004, the Board of Supervisors of Tunica County, Mississippi, approved an
easement for the Myriad-Tunica project, which permits a roadway to be
constructed through the property leading to the resort entrance. Previously, in
April 2003, the County of Tunica issued a support letter offering appropriate
tax incentive and the use of revenue bonds to help Myriad-Tunica to secure the
most attractive tax-exempt financing facility. Additionally, the County of
Tunica stated that it would consider providing other forms of financial
assistance such as allowable development cost offsets for roads and easements,
infrastructure savings and any applicable county or State tax abatement
programs.

         PENDING. Notwithstanding such approvals, the Mississippi Gaming
Commission may impose unanticipated requirements regarding the licensing of
owners and managers of the casino to be constructed as part of the Myriad-Tunica
project. The opening and operation of the casino will be contingent upon
Myriad-Tunica's receipt and maintenance of all regulatory licenses, permits,
approvals, registrations, findings of suitability, orders and authorizations.
The laws, regulations and ordinances requiring these licenses, permits and
approvals generally relate to the responsibility, financial stability and
character of the owners and managers of gaming operations, as well as persons
financially interested or involved in gaming operations. The scope of the
approvals required to open and operate a casino facility are extensive. Failure
to obtain or maintain the necessary approvals could prevent or delay the
completion or opening of all or part of the Myriad-Tunica project or otherwise
affect the design and features of the Myriad-Tunica project. We have been
informed that Myriad-Tunica does not currently hold any state and local licenses
necessary to conduct the planned gaming operations in Tunica and we cannot be
certain that Myriad-Tunica will obtain, or on a timely basis, all required
licenses. Failure to obtain or maintain any of the required licenses could
significantly impair our financial position and results of operations. The
Mississippi Gaming Commission may, in its discretion, require certain
individuals to file applications, be investigated and be found suitable in
connection with the operations of the casino. We have been informed that
Myriad-Tunica is satisfied that the engagement of Casino, Hotel and Resorts, LLC
to manage the casino is suitable to hold a gaming license in Mississippi, but
have not received any confirmation from the Mississippi Gaming Commission. If
the Mississippi Gaming Commission determines that a person is unsuitable to hold
a gaming license, the Company understands that Myriad-Tunica would be required
to acquire and/or reacquire such interests. Additionally, Mississippi regulatory
authorities have


                                       6

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broad powers to request detailed financial and other information, to
limit, condition, suspend or revoke a registration, gaming license or related
approval and to approve changes in gaming operations. Substantial fines or
forfeiture of assets for violations of gaming laws or regulations may be levied.
The suspension or revocation of any license which may be granted, or the levy of
substantial fines or forfeiture of assets could significantly harm our business,
financial condition and results of operations. Further, compliance costs
associated with gaming laws, regulations and licenses are significant. Any
change in the laws, regulations or licenses applicable to the gaming business or
a violation of any current or future laws or regulations applicable to the
gaming business or gaming license could require substantial expenditures or
could otherwise negatively affect our business, financial condition and results
of operations. The Mississippi Gaming Commission also could take disciplinary
action against Myriad-Tunica which could result in the limitation, conditioning,
suspension or revocation of any approvals held by Myriad-Tunica and/or the
imposition of a significant monetary fine against Tunica LLC. Any such
disciplinary action could significantly impair our operations.

         Several permits (collectively, "entitlements") are required to be
satisfied to enable the Myriad-Tunica project to proceed with construction.
Tunica LLC has engaged Allen & Hoshall of Memphis, Tennessee, as its engineering
consultant to assist its efforts to obtain the entitlements, including permits
that pertain to navigation and wetlands issues on the Mississippi River and
tributaries, permits from the Yazoo-Mississippi Delta Levee Board, permits from
the State of Mississippi Department of Archives and History, Tunica County
building permits, State of Mississippi Department of Environmental Quality
permits, State of Mississippi Board of Health approval, and clearances from the
United States Environmental Protection Agency and Department of Agriculture.

COUNTRY CLUB AND GOLF FACILITIES
--------------------------------

         The Company's initial country club and golf facilities operations will
be supervised by Resorts & Clubs, Inc., a company controlled by John F. Meeske.
Mr. Meeske is the President and Chief Executive Officer of Resorts & Clubs,
Inc., the Director, Resort Management Program at the Reeves School of Business,
Methodist College, Fayetteville, North Carolina, and a Consultant to Cayuga
Hospitality. Mr. Meeske has held executive management positions in the resort,
country club and golf facilities business segments for more than 30 years.

         The Company has engaged Resorts & Clubs, Inc. as the Company's Resorts
Adviser to assist the Company to identify, acquire, own, operate, manage and/or
equity convert resorts, golf courses, country clubs, private business and sports
clubs. Through the efforts of Resorts & Clubs, Inc., the Company is actively
seeking and investigating potential acquisition and/or management opportunities
in the resorts, country club and golf facilities business segment. The
acquisition of such opportunity may be made by way of purchase, merger, exchange
of stock or otherwise. The Company intends to seek opportunities demonstrating
the potential of long-term growth as opposed to short-term earnings. The Company
currently has very limited capital, and it is likely that the Company will
pursue these opportunities by issuing Company stock.

OTHER OPERATIONS AND SERVICES
-----------------------------

         REAL ESTATE OPERATIONS. The Company is contemplating establishing
programs to sell fractional ownership interests at selected properties through
an "owners club" program and develop and sell residential real estate adjacent
to our contemplated acquisitions of golf facilities. Given our strategic
initiative to focus on the Myriad-Tunica project, we do not expect to
significantly expand our real estate operations in the near future.

         CORPORATE SERVICES. The Company intends to perform a number of services
on a company-wide basis, including certain centralized marketing, accounting,
technology support and purchasing functions.

EXPANSION AND DEVELOPMENT
-------------------------

         We are also pursuing multiple new business opportunities around one of
our core competencies, which is superior club management. We are investigating
opportunities to manage clubs through management agreements, joint ventures and
sole ownership.

                                       7


<PAGE>

         In late 2004, we engaged Club & Community Corporation, on an
independent contractor basis, to analyze current membership programs and to
assist in developing a new integrative club management concept, consistent with
our emphasis on exploring new growth opportunities. Strategic growth
opportunities will focus on new products and services that we can offer, as
opposed to traditional club management discussed above.

SALES AND MARKETING
-------------------

         We contemplate owning and operating a diverse base of country clubs and
resorts in addition to the Myriad-Tunica project. Based on the specific
attributes of each club and its local market, we will attempt to position our
golf and resort clubs, from the premium-end to the entry level of the specific
market segments in which they compete, making the club experience available to a
variety of target demographics. Our resorts will be positioned as "one of a
kind" properties with a broad range of activities and services.

         As part of our corporate services, we intend to develop and implement
national marketing and promotional programs, control trademarks and trademark
licensing agreements, engage public relations firms and advertising agencies,
coordinate communications with media sources and develop collateral materials.
We believe that these coordinated activities, when implemented, will provide
highly effective, complementary programs to the sales efforts at our individual
clubs and resorts.

         Our resorts and clubs also likely will offer extended member programs.
For example, we plan to provide members of clubs owned, leased or managed by us
with access to other clubs outside a certain radius of the member's club.

         We believe there will be significant opportunities to increase revenues
by marketing our interrelated products and services to our customer base. We
will seek to develop and accentuate the unique aspects of our resorts, like the
contemplated Myriad-Tunica project, and country clubs, in order to attract
repeat customers, encourage group guests to return individually and increase
rates charged for our services and amenities. In addition, to promote our
facilities, we plan on publishing a magazine, focusing on golf, travel, food,
wine, recreation and other aspects of the "private club experience."

         We also intend to host a number of professional golf tournaments to
generate additional revenue and also to enhance our name recognition and that of
our clubs and resorts. We believe we have established strong relationships with
numerous professional organizations including the following:

     o    United States Golf Association;

     o    PGA Tour and LPGA Tour;

     o    Professional Golf Association of America;

     o    National Golf Course Owners Association;

     o    Club Managers Association of America;

     o    National Club Association;

     o    International Health, Racquet & Sports Club Association; and

     o    National Restaurant Association.

         We anticipate that such relationships may enable us to bring
distinctive tournaments and events to our clubs and resorts.

                                       8

<PAGE>

GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS
-----------------------------------------------

         We will be subject to a wide range of federal, state and local
environmental laws and regulations, including those governing discharges into
the air and water, the storage of petroleum substances and chemicals, the
handling and disposal of wastes, and the remediation of contamination arising
from spills and releases. Our operations will be subject to numerous other laws
and regulations, including occupational health and safety, labor and alcoholic
beverage control laws and laws relating to access for disabled persons. Changes
to these laws or regulations could adversely affect us. We will have policies in
place designed to bring or keep our facilities in compliance, and audit
procedures to inspect for compliance with all current federal, state and local
environmental laws. We are not aware of, and have not been informed by the
Environmental Protection Agency or any state or local governmental authority of,
any non-compliance or violation of any environmental laws, ordinances or
regulations likely to be material to us, and we believe that we are in
substantial compliance with all such laws, ordinances and regulations applicable
to our facilities and operations.

         We are subject to the Fair Labor Standards Act and various federal and
state laws governing such matters as minimum wage requirements, overtime and
other working conditions and citizenship requirements. The salaries of certain
of our personnel likely will be based on the federal minimum wage and adopted
increases in the minimum wage have historically increased labor costs. We may
try to pass these increased labor costs to our customers through price
increases. In addition, we will be subject to certain state "dram-shop" laws,
which provide a person injured by an intoxicated individual the right to recover
damages from an establishment that wrongfully served alcoholic beverages to the
intoxicated individual. We also will be subject to the Americans with
Disabilities Act of 1990, which, among other things, created federally mandated
access and use requirements. We believe we are in substantial compliance with
applicable laws and regulations governing our operations.

         We plan to have operations in a number of states that regulate the
licensing of restaurants and resorts, including liquor license grants, by
requiring registration, disclosure statements and compliance with specific
standards of conduct. While we believe that we are, and will continue to be, in
substantial compliance with these requirements, there can be no assurance that
these requirements will not change or that any such change will not adversely
affect us.

COMPETITION
-----------

         We operate in a highly competitive industry and our casinos, resorts
and clubs will compete primarily on the basis of management expertise,
reputation, featured facilities, quality and breadth of services and price. With
respect to the contemplated Myriad-Tunica project, we will compete on a national
and international level with numerous gaming, hotel and resort companies.
Competition in this part of the industry is intense and there can be no
assurance that such competition will not adversely affect revenues, costs or
operating income of our resorts. Our country club and golf facilities will
compete on a local and regional level with other country club and golf
facilities. The level of competition in these lines of business varies from
region to region and is subject to change as existing facilities are renovated
or new facilities are developed. An increase in the number or quality of similar
clubs and other facilities in a particular region could significantly increase
competition, which could have a material adverse effect on our results from that
region. Our results of operations also could be affected by a number of
additional competitive factors, including the availability of, and demand for,
alternative forms of recreation.

         We also compete for the operation of golf courses with national and
regional golf course management companies, and, less frequently, with
individuals and small ventures that typically own one or more golf courses.
There are many opportunities for consolidation in the highly fragmented golf
course ownership industry in the U.S. and the industry has seen a high level of
consolidation in recent years. In the acquisition of golf courses, companies
compete primarily on the basis of price and their reputation for operating golf
courses. Many of our competitors have substantially greater capital resources
than we do, sometimes providing them the ability to pay substantially more for
the type of facilities consistent with those in our strategy.

         Throughout the 1990s and in 2000, there was a substantial increase in
the development of public golf facilities in the U.S. Competition in this market
has intensified and the increase in availability of daily fee courses has
adversely affected demand in portions of the semi-private and private club
market. According to the National Golf Foundation, the growth in supply of


                                       9

<PAGE>

available golf courses, fueled by the daily fee market, has outpaced growth in
the number of golfers in recent years. Although new course construction declined
in 2002 and 2003 due to the slowdown in the U.S. economy and the acknowledgement
of overbuilding in certain markets, a resurgence in development activity or
additional decreases in the average number of golfers per course could adversely
affect our business and results of operations. Conversely, this period of
overbuilding could eventually benefit us in the long run, as companies with less
financial resources and management experience may be forced to sell their
properties at discounted values.

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS OF OUR EXPECTED
---------------------------------------------------------------------------
COUNTRY CLUBS AND GOLF FACILITIES
---------------------------------

         We intend to identify under-performing country clubs and golf
facilities that may benefit from our anticipated management expertise. In
connection with implementing that strategy, our success will depend on our
ability to attract and retain members at such clubs and maintain or increase
usage of such facilities. We anticipate that we will experience varying levels
of membership enrollment and attrition rates and, in certain areas, decreased
levels of usage of such facilities. Although we intend to devote substantial
efforts to ensuring that members and guests are satisfied, many of the factors
affecting club membership and facility usage will be beyond our control and
there can be no assurance that we will be able to maintain or increase
membership or facility usage. Significant periods where attrition rates exceed
enrollment rates, or where facilities usage is low would have a material adverse
effect on our business, operating results and financial position.

         Changes in membership levels and facilities usage can be caused by a
number of factors. In the past, federal tax law changes in the treatment of
business entertainment and real estate expenses have adversely affected general
industry demand. There can be no assurance that similar changes that would have
an adverse effect on our revenues will not occur in the future. A substantial
portion of our revenue is expected to be derived from discretionary or leisure
spending by our members and guests and such spending can be particularly
sensitive to changes in general economic conditions or changes in the federal
tax laws. A significant adverse shift in general economic conditions, whether
regional or national, would likely have a material adverse effect on our
business, operating results and financial condition. Changes in consumer tastes
and preferences, particularly those affecting the popularity of golf and private
dining, and other social and demographic trends, could also have an adverse
effect on us.

         We intend to develop programs at our clubs targeted at decreasing
attrition rates by increasing member satisfaction and usage. However, there can
be no assurance that these initiatives will be successful or that the
incremental costs of implementing such programs will not exceed its benefits.

         COMPETITION IN OUR INDUSTRY. The level of competition in our
contemplated businesses varies from region to region and is subject to change as
existing facilities are renovated or new facilities are developed. An increase
in the number or quality of similar clubs and other facilities in a particular
region could significantly increase competition, which could have a material
adverse effect on our contemplated operations. Additionally, over the last
decade, construction of public golf courses has accelerated significantly and we
expect that, in the short to medium term, the increase in supply of public golf
courses will exceed the increase in demand for such facilities. Our results of
operations also could be affected by a number of additional competitive factors,
including the availability of, and demand for, alternate forms of recreation.

         IMPAIRMENT OF ASSETS. The Financial Accounting Standards Board (FASB)
issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" in 2001 which requires, among other things, that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. We cannot
anticipate the level of such impairment charges, if any, at this time. However,
such impairment losses will be reported as a component of operating income
(loss) in our consolidated statements of operations.

         Our operations and ventures will consist almost entirely of
golf-related facilities. Accordingly, we are subject to the risks associated
with holding investments that are concentrated in a specific segment of the
hospitality industry. A decline in the popularity of golf-related services could
adversely affect the value of our anticipated holdings, and could make it
difficult to sell facilities in the future. In addition, real estate holdings
(including long-term leaseholds) will be subject to risks typically associated
with investments in real estate. Investments in real estate are relatively
non-liquid and, therefore, will limit our ability to vary our portfolio of
facilities in response to changes in industry and general economic conditions.

                                       10

<PAGE>

         JOINT VENTURES AND COLLABORATIVE AGREEMENTS. We expect to partially own
certain properties in partnership with other entities and may in the future
enter into joint venture or other collaborative arrangements related to
additional properties. Our investments in these joint ventures may, under
certain circumstances, involve risks not otherwise present in our business,
including the risk that our partner may become bankrupt, the impact on our
ability to sell or dispose of our property as a result of buy/sell rights that
may be imposed by the joint venture agreement, and the risk that our partner may
have economic or other interests or goals that are inconsistent with our
interests and goals and that they may be in a position to veto actions which may
be in our best interests.

         SEASONALITY OF DEMAND; FLUCTUATIONS IN QUARTERLY RESULTS. Our results
will fluctuate as a result of a number of factors. Usage of our anticipated
country club and golf facilities and resorts likely will decline significantly
during the first and fourth quarters, when colder temperatures and shorter days
reduce the demand for golf and golf-related activities. As a result of these
factors, we anticipate that we will generate a disproportionate share of our
revenues and cash flows in the second, third and fourth quarters of each year
and have lower revenues and profits in the first quarter. The timing of
purchases, sales, leases of facilities, or divestitures, may also cause our
results of operations to vary significantly in otherwise comparable periods.

         Our results can also be affected by non-seasonal and severe weather
patterns. Periods of extremely hot, cold or rainy weather in a given region can
be expected to reduce our golf-related revenue for that region. Similarly,
extended periods of low rainfall can affect the cost and availability of water
needed to irrigate our anticipated golf facilities and can adversely affect
results for facilities in the region affected. Keeping turf grass conditions at
a satisfactory level to attract play on golf courses requires significant
amounts of water. Our ability to irrigate a course could be adversely impacted
by a drought or other water shortage. A severe drought affecting a large number
of properties could materially adversely affect our business and results of
operations.

         Conversely, floods caused by extreme rains may interrupt golf play at
affected properties and result in property losses that may not be fully insured.
We plan to carry comprehensive liability, fire, flood and extended insurance
coverage, as applicable, on all of our properties. We believe that that such
policy specifications and insured limits will be customary for similar
properties and plan to insure such facilities within industry standards. There
are, however, losses of a catastrophic nature, such as those caused by wars,
terrorist attacks or earthquakes, which may be either uninsurable or not
economically insurable. Should an uninsured loss occur, we could lose both our
invested capital in and anticipated profits from that property.

         INFLATION. Inflation is not anticipated to have a significant impact on
this segment of our contemplated business operations. As operating costs and
expenses increase, we generally will attempt to offset the adverse effects of
increased costs by increasing prices in line with industry standards. However,
we will be subject to the risks that our costs of operations will increase and
we will be unable to offset those increases through increased dues, fees or room
rates without adversely affecting demand. In addition to inflation, factors that
could cause operating costs to rise include, among other things, increased labor
costs, lease payments at our anticipated leased facilities, energy costs and
property taxes.

EMPLOYEES

         As of March 15, 2006, we employed no employees. Scott Hawrelechko, our
Chairman and Chief Executive Officer, provides certain management, accounting
and administrative functions pending implementation of our business strategy. In
addition, we and/or our affiliates, have entered into independent contractor
relationships with persons and entities to facilitate the development of the
Myriad-Tunica project and the implementation of our strategy. The success of our
business is dependent in part on our ability to attract and retain experienced
management and other employees on economic terms. We believe that our employees
will represent an important asset; however, we will position ourselves to the


                                       11

<PAGE>

extent possible so that we are not dependent upon any single employee, or a
small group of employees, whose loss would have a material adverse effect on us.
Although we believe that our labor relations will be good, increased labor and
benefit costs or deterioration in our labor relations could adversely affect our
operating results.

INTELLECTUAL PROPERTY

         We rely on trade secret laws and our contractual obligations with
employees and third parties to protect our proprietary rights. Protection of our
intellectual property is limited. Despite our efforts to protect our proprietary
rights, it may be possible for a third party to copy or obtain and use our
intellectual property without our authorization. In addition, other parties may
breach confidentiality agreements or other protective contracts we have entered
into, and we may not be able to enforce our rights in the event of these
breaches.

         We will generally enter into confidentiality and invention assignment
agreements with our employees and consultants, and nondisclosure agreements with
our vendors and strategic partners to limit access to and disclosure of our
proprietary information. We cannot be certain that these contractual
arrangements or the other steps taken by us to protect our intellectual property
will prevent misappropriation of our property.

         Our affiliates intend to register various service marks, including the
name "Myriad Botanical Resort" with the U.S. Patent and Trademark Office. We
intend to apply with the U.S. Patent and Trademark Office for the registration
of various other service marks. We regard our contemplated service marks as
valuable assets and intend to protect such service marks vigorously against
infringement.

AVAILABLE INFORMATION

         We file annual, quarterly and current reports and other information
with the Securities and Exchange Commission (the "SEC"). These reports may be
viewed and copied at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the SEC's internet site www.sec.gov, as soon as
practicable after such material is electronically filed with the SEC.
Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.


ITEM 2. DESCRIPTION OF PROPERTIES

         Our corporate headquarters are located in Edmonton, Alberta, Canada.
Our offices are currently provided on a cost allocated basis by a Company
affiliate, Myriad Golf Resorts, Inc., also controlled by Scott Hawrelechko, our
Chairman and Chief Executive Officer. We believe that our current facilities are
adequate to meet our foreseeable requirements or that suitable additional or
substitute space will be available at competitive local rental rates if
necessary. At such time as construction of the Myriad-Tunica project commences,
which is anticipated to occur during 2006, we anticipate that a Company
affiliate will provide suitable on-site facilities for the Company. No real
property is owned directly by the Company. We have an undivided interest in the
Myriad-Tunica project through our thirty-three percent (33%) interest in
Myriad-Tunica.

         We intend to operate resorts, country club and golf facilities through
sole ownership, partial ownership and management agreements. In connection with
our anticipated country clubs and golf facilities segment, we anticipate that we
will continually monitor the performance, composition and characteristics of our
portfolio of facilities and actively manage our portfolio through expansions,
additions (acquisitions and other investments) and dispositions. We intend to
divest a facility when it no longer has strategic value or the potential to
contribute to our growth, and an appropriate opportunity for divestiture is
available. Facilities to be divested also will include expired or terminated
lease arrangements or management agreements that generally have shorter terms
than joint venture agreements or other forms of ownership. We intend to
generally include a termination clause in our management agreements which impose
a financial penalty, paid to us by the managed owner, to discourage early
termination of management agreements.

                                       12

<PAGE>

         In addition to the Myriad-Tunica project, we presently anticipate that
a significant portion of our properties will be located in the United States,
Canada, and other strategic locations throughout the world. Due to our
contemplated concentration of facilities in certain of these markets, our
operating and financial performance will be subject to the regional weather
patterns and changes in economic conditions in these areas.


ITEM 3. LEGAL PROCEEDINGS

         On October 1, 2002, we entered into an agreement and mutual general
release with Charles R. Cronin, Jr., a former Executive Vice President and
Director of the Company. Pursuant to the terms of the agreement, we agreed to
sell, transfer and convey to Mr. Cronin all the assets acquired by the Company
pursuant to the Agreement and Plan of Merger dated as of October 16, 2001, among
Convert-Tech, Inc., Infinity Technology Solutions, Inc., and the Company, and to
pay Mr. Cronin the sum of $250,000 not later than March 31, 2003, subject to
acceleration in case the Company secures certain financing. As of this date, we
have been unable to repay this obligation to Mr. Cronin. Mr. Cronin has agreed
to release the Company of this obligation to the extent that certain
funds are paid by a third party in connection with its exercise of options to
acquire shares of Company Common Stock currently held by Mr. Cronin and his
affiliates.

         Except as set forth above, we are not aware of any legal proceedings in
which any director, officer or any owner of record or beneficial owner of more
than five percent of any class of voting securities of the Company, or any
affiliate of any such director, officer, affiliate of the Company, or security
holder, is a party adverse to the Company or has a material interest adverse to
the Company.


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

         During the fourth quarter of 2005, no matter was submitted to a vote of
security holders through the solicitation of proxies or otherwise.


                                     PART II

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

         Our common stock generally trades on the OTC Bulletin Board system
under the symbol "MYRA." We learned on or about January 17, 2005 that our prior
auditor was not registered with the Public Company Accounting Oversight Board
since October 22, 2004. For the period from February 7, 2005 to March 3, 2006,
our stock was listed on the Pink Sheets under the stock ticker symbol
"MYRA.PK." Our common stock resumed trading on the OTC Bulletin Board effective
March 3, 2006 under the symbol "MYRA."

         The following table sets forth the range of reported closing bid prices
of our Company's common stock during the periods indicated. Such prices reflect
inter-dealer prices without retail mark-up, mark-down or commission, and may not
necessarily represent actual transactions. The historical quote information set
forth below was obtained from information compiled by BigCharts.com.

                         2004
                         ----
                   High        Low
                   ----        ---

1st Quarter        0.35        0.05
2nd Quarter        0.45        0.17
3rd Quarter        0.46        0.15
4th Quarter        1.25        0.15


                                       13

<PAGE>

                        2005
                        ----
                   High        Low
                   ----        ---

1st Quarter        0.50        0.15
2nd Quarter        0.35        0.10
3rd Quarter        0.40        0.10
4th Quarter        0.30        0.15

                        2006
                        ----
                   High        Low
                   ----        ---

1st Quarter
(through March
 28, 2006          1.00        0.16


HOLDERS OF COMMON STOCK

         As of December 22, 2005 there were approximately 442 recordholders of
the Company's common stock. Holders of common stock are entitled to receive
dividends if, as and when declared by the Board of Directors out of funds
legally available therefor. We have never declared or paid any dividends on our
common stock. We intend to retain any future earnings for use in the operation
and expansion of our business. Consequently, we do not anticipate paying any
cash dividends on our common stock to our stockholders for the foreseeable
future.

TRANSFER AGENT

         The transfer agent and registrar for the Company's Common Stock is
Securities Transfer Corporation, 2591 Dallas Parkway, Suite 102, Frisco, Texas,
75034.

RECENT SALES OF UNREGISTERED SECURITIES

         During the fiscal year ended December 31, 2005, we made stock grants to
vendors for services totaling 355,000 common shares. The total compensation cost
for these stock grants was $106,500, which we recorded in our consolidated
statement of operations. We believe that the issuance of such shares was exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to the provisions of Section 4(2) of the
Securities Act.

         On November 10, 2005, we accepted that certain Securities Purchase
Agreement dated as of August 12, 2005, executed by one natural person accredited
investor resident in Alberta, Canada, pursuant to which we issued and sold
100,000 Shares of our common stock to such investor for an aggregate purchase
price of USD$20,000, or USD$.20 per share. The price per Share represented 100%
of the closing price of our common stock on November 10, 2005. We offered and
sold the Shares without registration under the Securities Act to Investor in
reliance upon the exemption provided by Regulation S thereunder.

         During December 2005, we accepted subscriptions from three accredited
investors resident in the provinces of Alberta and British Columbia, Canada,
pursuant to which we issued and sold 833,334 Shares of our common stock to such
investors for an aggregate purchase price of USD$250,000, or USD$.30 per share.
We offered and sold the Shares without registration under the Securities Act to
such investors in reliance upon the exemption provided by Regulation S
thereunder.

         On February 4, 2006, we accepted subscriptions from six accredited
investors resident in the province of Alberta, Canada, pursuant to which we
issued and sold 433,334 Shares of our common stock to such investors for an
aggregate purchase price of USD$130,000, or USD$.30 per share. We offered and
sold the Shares without registration under the Securities Act to such investors
in reliance upon the exemption provided by Regulation S thereunder.

         On March 20, 2006, we accepted subscriptions from fourteen accredited
investors resident in the provinces of Canada, pursuant to which we issued and
sold 687,000 Shares of our common stock to such investors for an aggregate
purchase price of USD$206,100, or USD$.30 per share. We offered and sold the
Shares without registration under the Securities Act to such investors in
reliance upon the exemption provided by Regulation S thereunder.

                                       14

<PAGE>

DIVIDENDS

         We have not paid any cash dividends on our common stock since our
incorporation. Management anticipates that in the foreseeable future, earnings,
if any, will be retained for use in its business or for other corporate
purposes.

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         This discussion contains forward-looking information that involves
risks and uncertainties. Our actual results could differ materially from those
anticipated by this forward-looking information. This discussion should be read
in conjunction with our financial statements and the related notes thereto set
forth elsewhere in this Annual Report on Form 10-KSB.

FORWARD-LOOKING STATEMENTS

         This Annual Report on Form 10-KSB contains "forward-looking statements"
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical fact should be
considered "forward-looking statements" for purposes of these provisions,
including statements that include projections of, or expectations about,
earnings, revenues or other financial items, statements about our plans and
objectives for future operations, statements concerning proposed new products or
services, statements regarding future economic conditions or performance,
statements concerning our expectations regarding the attraction and retention of
members and guests, statements about market risk and statements underlying any
of the foregoing. In some cases, forward-looking statements can be identified by
the use of terminology such as "may," "will," "expects," "plans," "anticipates,"
"intends," "believes," "estimates," "potential" or "continue," or the negative
thereof or other similar words. Although we believe that the expectations
reflected in our forward-looking statements are reasonable, we can give no
assurance that such expectations or any of our forward-looking statements will
prove to be correct. Actual results and developments are likely to be different
from, and may be materially different from, those expressed or implied by our
forward-looking statements. Forward-looking statements are subject to inherent
risks and uncertainties, some of which are summarized in "Factors That May
Affect Future Our Plan of Operations."

PLAN OF OPERATIONS

         Our plan of operations for the next 12 months is to implement our
business plan as described in this Quarterly Report; namely, to capitalize on
opportunities to enhance the sustained value of destinations and properties in
high-potential growth markets through the creation of unique, world-class travel
and leisure experiences. We are a holding company incorporated under the laws of
the State of Delaware that, through our subsidiaries, intends to own, operate
and/or manage destination resort properties and country club and golf
facilities. Our operations are intended to be organized into two principal
business segments: (i) destination experience resorts such as the anticipated
Myriad-Tunica project (described below), and (ii) country clubs, casinos,
hotels, resort amenities and facilities. Other operations that will not be
assigned to a principal business segment are intended to include real estate
operations and corporate services.

         We own, through our wholly-owned subsidiary, MER Resorts, Inc., a
Delaware corporation, a thirty-three percent (33%) interest in Myriad World
Resorts of Tunica, LLC, a Mississippi limited liability company
("Myriad-Tunica"). In addition, Mr. Hawrelechko is the majority shareholder and
serves as the President and Chief Executive Officer of Myriad Golf Resort, Inc.,
an Alberta, Canada corporation ("Myriad-Golf"), which owns a 1% percentage
interest in Myriad-Tunica. The Company, Myriad-Tunica and Myriad-Golf are
affiliates. To date, Myriad-Tunica's activities have involved obtaining approval
from the Mississippi Gaming Commission for its gaming site and site development
plan, securing contractual rights to a development site and management contracts
associated with Myriad-Tunica's planned development. The Company is currently
engaged in the very early stages of development of the planned 540-acre
Myriad-Tunica resort, casino and enclosed championship golf complex in Tunica
County, Mississippi. It is planned that the themed Myriad Botanical Resort will
include the world's first indoor championship golf course within a 155-acre,
climate-controlled enclosure, in addition to a 1,200-room hotel, convention
center, casino, family water play park, retail entertainment and world-class
gardens. The project is estimated to cost $1.9 billion to complete and
construction is anticipated to commence in 2006. We plan to build and develop
resort developments using a series of private equity and debt financings, but
there can be no assurance that the requisite financings can be secured and on
terms reasonably satisfactory to management.


                                       15

<PAGE>

         While our strategy is to participate as a part owner of Myriad - Tunica
and to capitalize on the destination resort concept, we may not be able to
realize those objectives due to factors beyond our control, including without
limitation, significant risks associated with financing the construction,
management and operation of the Myriad-Tunica project, cash flow requirements,
attraction and retention of experienced management, and compliance with
regulatory conditions, permits and licensing approvals. In addition, we plan to
actively seek, investigate, and if warranted, acquire one or more resort and
golf facilities-related businesses, and to pursue other related activities
intended to enhance shareholder value. The acquisition of a business opportunity
may be made by purchase, merger, exchange of stock, or otherwise. We currently
have very limited capital, and it is unlikely that we will be able to take
advantage of such business opportunities without securing additional funding by
means of equity and/or debt offerings of our securities. We intend to seek
opportunities demonstrating the potential of long-term growth as opposed to
short-term earnings.

FACTORS THAT MAY AFFECT OUR PLAN OF OPERATIONS

         WE HAVE A MINIMAL OPERATING HISTORY, WHICH RAISES SUBSTANTIAL DOUBT AS
TO OUR ABILITY TO SUCCESSFULLY DEVELOP PROFITABLE BUSINESS OPERATIONS. We have a
limited operating history and our business and prospects must be considered in
light of the risks and uncertainties to which early stage companies in the
destination experience resort industry are exposed. We cannot provide assurances
that our business strategy will be successful or that we will successfully
address those risks and the risks described herein. Most importantly, if we are
unable to secure future capital, we will be unable to continue our operations.
We may incur losses on a quarterly or annual basis for a number of reasons, some
within and others outside our control. The growth of our business will require
the commitment of substantial capital resources. If funds are not available from
operations, we will need additional funds. We may seek such additional funding
through public and private financing, including debt or equity financing.
Adequate funds for these purposes, whether through financial markets or from
other sources, may not be available when we need them. Even if funds are
available, the terms under which the funds are available to us may not be
acceptable to us. Insufficient funds may require us to delay, reduce or
eliminate some or all of our planned activities. To successfully execute our
current strategy, we will need to improve our working capital position. The
report of our independent auditors accompanying our financial statements
includes an explanatory paragraph indicating there is a substantial doubt about
the Company's ability to continue as a going concern due to recurring losses. We
plan to overcome the circumstances that impact our ability to remain a going
concern through a combination of equity and debt financings.

         BECAUSE OUR COMMON STOCK IS DEEMED A LOW-PRICED "PENNY" STOCK, AN
INVESTMENT IN OUR COMMON STOCK SHOULD BE CONSIDERED HIGH RISK AND SUBJECT TO
MARKETABILITY RESTRICTIONS. Since our common stock is a penny stock, as defined
in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for
investors to liquidate their investment even if and when a market develops for
the common stock. Until the trading price of the common stock rises above $5.00
per share, if ever, trading in the common stock is subject to the penny stock
rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10.
Those rules require broker-dealers, before effecting transactions in any penny
stock, to: (i) deliver to the customer, and obtain a written receipt for, a
disclosure document; (ii) disclose certain price information about the stock;
(iii) disclose the amount of compensation received by the broker-dealer or any
associated person of the broker-dealer; (iv) send monthly statements to
customers with market and price information about the penny stock; and (v) in
some circumstances, approve the purchaser's account under certain standards and
deliver written statements to the customer with information specified in the
rules. Consequently, the penny stock rules may restrict the ability or
willingness of broker-dealers to sell the common stock and may affect the
ability of holders to sell their common stock in the secondary market and the
price at which such holders can sell any such securities. These additional
procedures could also limit our ability to raise additional capital in the
future.

         OUR STOCK IS THINLY TRADED, AS A RESULT YOU MAY BE UNABLE TO SELL AT OR
NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES. The shares of
our common stock are thinly-traded on the OTC Bulletin Board, meaning that the
number of persons interested in purchasing our common shares at or near ask
prices at any given time may be relatively small or non-existent. This situation
is attributable to a number of factors, including the fact that we are a small
company which is relatively unknown to stock analysts, stock brokers,
institutional investors and others in the investment community that generate or
influence sales volume, and that even if we came to the attention of such
persons, they tend to be risk-averse and would be reluctant to follow an
unproven, early stage company such as ours or purchase or recommend the purchase
of our shares until such time as we became more seasoned and viable. As a
consequence, there may be periods of several days or more when trading activity
in our shares is minimal or non-existent, as compared to a seasoned issuer which
has a large and steady volume of trading activity that will generally support
continuous sales without an adverse effect on share price. We cannot give you
any assurance that a broader or more active public trading market for our common
shares will develop or be sustained, or that current trading levels will be
sustained. Due to these conditions, we can give investors no assurance that they
will be able to sell their shares at or near ask prices or at all if you need
money or otherwise desire to liquidate their shares.


                                       16

<PAGE>

         WE WILL NEED ADDITIONAL CAPITAL IN THE FUTURE TO FINANCE OUR
OPERATIONS, WHICH WE MAY NOT BE ABLE TO RAISE OR IT MAY ONLY BE AVAILABLE ON
TERMS UNFAVORABLE TO US OR OUR STOCKHOLDERS, WHICH MAY RESULT IN OUR INABILITY
TO FUND OUR WORKING CAPITAL REQUIREMENTS AND HARM OUR OPERATIONAL RESULTS. We
have and expect to continue to have substantial capital expenditure and working
capital needs, and will need to raise additional funds to fund our operations.
If operating difficulties or other factors, many of which are beyond our
control, cause our cash flows to decrease, we may be limited in our ability to
spend the capital necessary to complete our development programs. If our
resources or cash flows do not rapidly commence, we will require additional
financing to fund our planned growth. Additional financing might not be
available on terms favorable to us, or at all. If adequate funds were not
available or were not available on acceptable terms, our ability to fund our
operations, take advantage of unanticipated opportunities, develop or enhance
our business or otherwise respond to competitive pressures would be
significantly limited. If we raise additional funds through the issuance of
equity or convertible debt securities, the percentage ownership of our
stockholders would be reduced, and these newly issued securities might have
rights, preferences or privileges senior to those of existing stockholders.

         OUR AUDITOR'S REPORT REFLECTS THE FACT THAT WITHOUT REALIZATION OF
ADDITIONAL CAPITAL, IT WOULD BE UNLIKELY FOR US TO CONTINUE AS A GOING CONCERN.
As a result of our deficiency in working capital at December 31, 2005 and other
factors, our auditors have included a paragraph in their report regarding
substantial doubt about our ability to continue as a going concern. Our plans in
this regard are to seek additional funding through future equity private
placements or debt facilities.

OVERVIEW

GENERAL
-------

         We are a holding company incorporated under the laws of the State of
Delaware that, through our subsidiaries, intends to own, operate and/or manage
destination resort properties and country club and golf facilities. Our
operations are intended to be organized into two principal business segments:
(1) destination experience resorts such as the Myriad-Tunica project, and (2)
country clubs, casinos, hotels, resort amenities and facilities. Other
operations that will not be assigned to a principal business segment are
intended to include real estate operations and corporate services.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
------------------------------------------

         The process of preparing financial statements in conformity with
accounting principles generally accepted in the U.S. requires us to use
estimates and assumptions to determine certain of our assets, liabilities,
revenues and expenses. We base these estimates and assumptions upon the best
information available to us at the time the estimates or assumptions are made.
Our estimates and assumptions could change materially as conditions both within
and beyond our control change. Accordingly, our actual results could differ
materially from our estimates. A full description of all of our significant
accounting policies is included in Note 1 to our Consolidated Financial
Statements.

         IMPAIRMENT OF LONG-LIVED ASSETS. In accordance with SFAS 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets", our long-lived
assets to be held and used and to be disposed of are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Impairment charges are recorded as a component
of operating income or loss in our Consolidated Statements of Operations. As
reflected in Note 1 to our Consolidated Financial Statements, our independent
public accountants accounted for the equity investment in Myriad-Tunica at the
date of acquisition based on the fair value of the shares issued, taking into
consideration the limited trading volume of the Company's common stock. Goodwill
related to equity method investments is tested for other than temporary
impairment in accordance with Accounting Principles Board Opinion 18, "The
Equity Method of Accounting for Investments in Common Stock." Subsequent to the
investment, we have recognized our pro rata portion of the losses incurred by
Myriad-Tunica. At December 31, 2005, this investment has been reduced to aero.



                                       17

<PAGE>

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004

         The Company generated no revenues during the years ended December 31,
2005 and 2004. Since closing the change in control transaction in July 2004,
pursuant to which we issued 22,000,000 shares of our common stock to Scott
Hawrelechko in consideration for the sale, transfer and assignment by Mr.
Hawrelechko of certain assets including a thirty-three percent (33%) interest
in Myriad-Tunica. Myriad-Tunica is currently engaged in the very early stages
of development of a planned 540-acre resort, casino and enclosed championship
golf complex in Tunica County, Mississippi.

         The Company's operating expenses for the fiscal year ended December 31,
2005 was $503,573 compared to $448,952 during the comparable period for 2004.
This increase in operating expenses was primarily attributable to an increase in
professional fees and management fees to a related party, which was partially
offset by a reduction in the value of stock issued for services and reduced
insurance costs. The Company also incurred interest expense of $48,144 and
expenses of $87,967 representing equity in the losses of Myriad-Tunica during
the year ended December 31, 2005, compared to interest expense of $92,801 and
expenses of $112,034 representing equity in the losses of Myriad-tunica during
the year ended December 31, 2004. The Company had a net loss of $639,729, or
$(0.02) per share, for the fiscal year ended December 31, 2005, as compared to a
net loss of $629,496, or $(0.02) per share, for the fiscal year ended December
31, 2004.

         The Company's revenues during 2006 and beyond are dependent upon its
ability to implement its business plan and to secure the requisite financings in
connection therewith. Except as otherwise set forth in this discussion, we are
not aware of any trend that will adversely affect our Company's prospects in
2006.

LIQUIDITY AND CAPITAL RESOURCES

         Our primary goal as it relates to liquidity and capital resources is to
attain and retain the right level of debt and cash to implement our business
plan. We will require additional capital financing to implement our business
plan, but there can be no assurance that the requisite financings can be secured
and on terms reasonably satisfactory to management. We anticipate that new
credit facilities, coupled with cash to be raised from private placements and
public offerings, assuming they will be successful, will be sufficient to
satisfy our operating expenses and capital until such time as revenues are
sufficient to meet operating requirements.

         The Company's working capital was $(734,690) as of December 31, 2005
compared to $(758,809) as of December 31, 2004. This deficit was primarily
attributable to an increase in accounts payable, accrued interest and amounts
payable to Myriad-Golf, and partially offset by stock sales to accredited
investors during 2005. At December 31, 2005, the Company had cash of $68,894.


                                       18

<PAGE>

         The Company has historically derived its cash from operations and the
sale of shares. In December 2003, we obtained a $40,000 unsecured line of credit
originally from Textron Financial Corporation, payable on demand, to be used as
needed for operating purposes. As of December 31, 2005, the Company had $21,890
outstanding on this credit facility, bearing interest at a rate of 13.24%.

         Net cash used in investing activities was $2,018 during the year ended
December 31, 2005, as compared to none for the comparable period during 2004.
Net cash provided by financing activities during the year ended December 31,
2005, was $477,829, consisting primarily of $471,400 derived from the sale of
stock and $15,092 in net borrowings from a related party (Myriad-Golf), which
were partially offset by the repayment of short-term borrowings in the amount of
$8,663, as compared to net cash provided by financing activities of $168,594
during the comparable period during 2004.

         We will require significant additional capital to implement the Tunica
LLC business plan and to finance the implementation of our plan of operations as
described in this Annual Report. We expect to fund our contemplated operations
through a series of equity and debt financings raised from private placements
and/or public offerings. We assume that such financing activities, if
successful, will be sufficient to satisfy our operating expenses and capital
requirements until such time as revenues are sufficient to meet operating
requirements.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In December 2004, the FASB issued SFAS No. 123 (R), "Share-Based
Payment" ("SFAS No. 123(R)"), which is a revision of SFAS No. 123 and supersedes
APB Opinion No. 25. SFAS No. 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be valued at fair
value on the date of grant, and to be expensed over the applicable vesting
period. Pro forma disclosure of the income statement effects of share-based
payments is no longer an alternative. SFAS No. 123(R) is effective for all
stock-based awards granted on or after July 1, 2005. In addition, companies must
also recognize compensation expense related to any awards that are not fully
vested as of the effective date. Compensation expense for the unvested awards
will be measured based on the fair value of the awards previously calculated in
developing the pro forma disclosures in accordance with the provisions of SFAS
No. 123.

GOING CONCERN

         The financial statements included in this filing have been prepared in
conformity with generally accepted accounting principles that contemplate the
continuance of the Company as a going concern. The Company's cash position may
be inadequate to pay all of the costs associated with the implementation of our
business plan. Management intends to use borrowings and security sales to
mitigate the effects of its cash position, however no assurance can be given
that debt or equity financing, if and when required will be available. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets and classification of
liabilities that might be necessary should the Company be unable to continue
existence.

OFF-BALANCE SHEET ARRANGEMENTS

         We are not aware of any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.

ITEM 7.  FINANCIAL STATEMENTS

         Our Consolidated Financial Statements and related notes begin on Page
F-1 of this Annual Report on Form 10-KSB.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         No change in accountants has occurred and no disagreements have
occurred.


                                       19

<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
------------------------------------------------

         Our management, consisting of Scott Hawrelechko, our Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934) as of the end of the period covered
by this annual report. Based on that evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that our current disclosure controls and
procedures were effective as of the end of the period covered by this report, in
ensuring that all information required to be disclosed in reports we file or
submit under the Securities Exchange Act of 1934 has been recorded, processed,
summarized and reported within the time periods specified by the SEC.

CHANGES IN INTERNAL CONTROLS
----------------------------

         There has been no change in our internal control over financial
reporting during the fourth quarter of 2005 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

ITEM 8B. OTHER INFORMATION

         None.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         Our Board of Directors consists of only one class. All of the directors
will serve until the next annual meeting of stockholders and until their
successors are elected and qualified, or until their earlier death, retirement,
resignation or removal. There are no family relationships among directors and
executive officers. We also have provided a brief description of the business
experience of each director and executive officer during the past five years and
an indication of directorships held by each director in other companies subject
to the reporting requirements under the Federal securities laws.

                                       20

<PAGE>
<TABLE>

Name                                  Age                   Position
----                                  ---                  --------
<S>                                   <C>          <C>
Scott Hawrelechko                      42          Chairman, President, Chief Executive
Officer, Secretary,                                Chief Financial Officer and Director

Dr. Robert S. Ross                     85          Director

Dale Cheek                             52          Director

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

         SCOTT HAWRELECHKO has served as our President, Chief Executive Officer,
Secretary and Chief Financial Officer and a Director effective with the closing
of the change in control transaction on July 6, 2004. Mr. Hawrelechko currently
serves as the Manager of Myriad-Tunica, and as the President and Chief Executive
Officer of Myriad Golf Resort, Inc. Mr. Hawrelechko has more than 20+ years
experience in the commercial contracting business as owner operator. In addition
to his construction management expertise, Mr. Hawrelechko has been involved in
construction and restaurant ventures, a marketing association and authored a
book on marketing innovative ideas. Mr. Hawrelechko is an avid golfer and
sportsman.

         DR. ROBERT S. ROSS has served as a Director effective with the closing
of the change in control transaction on July 6, 2004. Dr. Ross currently serves
as President of Environmental Structures, Inc., of Cleveland, Ohio, and Concept
Development Institute, Inc., a nonprofit "think tank" located in Hudson, Ohio.
Previously, Dr. Ross served as Manager of Aeromechanical Research and
Development at the Goodyear Aerospace Corporation in Akron, Ohio. Dr. Ross has
held many academic appointments including Director of The Guggenheim Institute
in Akron, Ohio, where he taught as Special Lecturer in the Graduate School, was
the first Director of the Instructional Television Network at the Case Western
Reserve University, Cleveland, Ohio, and as Associate Professor at the
University of Akron. Dr. Ross and his associates have been involved in over 100
"firsts", in a wide variety of fields from drilling for oil under the Gulf of
Mexico to placing a payload on a planet. Dr. Ross' latest efforts are in the
field of giant "pressure stabilized cable structures", new materials and
manufacturing methods. Dr. Ross received B.S., M.S. and Ph.D. degrees in
Engineering.

         DALE CHEEK has served as a Director effective with the closing of the
change in control transaction on July 6, 2004. Mr. Cheek has served as President
of HDC & Associates since 1992, and has more than 30 years experience in the
construction industry and project development services. HDC specializes in
providing services for project predevelopment through final construction and
currently has $5.3 billion in active projects, which include the following
clients, projects and brands: Portman Architects, Marriott Hotels and Resorts,
Hyatt Corporation, Gaylord Hotels, Opryland, Ritz Carlton Hotels, Universal
Studios, Hard Rock Hotels, Loews Hotels, Westin Hotels, Four Seasons Hotels and
Wyndham Hotels. Recent and current projects are in progress throughout the
United States, San Juan, Puerto Rico, Manila, Philippines, Osaka, Japan, Grand
Cayman, BWI, Dublin, Ireland, and Bahamas. Mr. Cheek graduated from the Georgia
Institute of Technology in 1971.

                                       21

<PAGE>


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. Based on a review of copies of such forms furnished to
the Company and its records, the Company believes that during the last fiscal
year, Mr. Hawrelechko filed four late reports on SEC Form 4, and that none of
our officers, directors and greater than 10-percent beneficial owners was
required to file a Form 5 since all reportable transactions and holdings were
previously reported.

CODE OF ETHICS

         We have not yet adopted a Code of Ethics for our senior management
pursuant to the requirements of the Sarbanes-Oxley Act of 2003 and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

                                       22



<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth all compensation paid by the Company
during 2003, 2004 and 2005, to those persons who were employed during such year
as (i) the chief executive officer and (ii) an executive (other than the chief
executive officer) whose annual compensation exceeded $100,000.

Name and Principal                                                Annual
Position                                Year                   Compensation
-------------------------               ----                   ------------
Scott Hawrelechko (1)                   2005                     $      0
Chairman, President, Chief Executive    2004                     $      0
Officer, Chief Financial Officer

Eli Dabich, Jr.(2)                      2004                     $      0
Former Chairman and President           2003                     $      0

Jeanette Tebrich Smith (2)              2004                     $      0
Executive Vice President                2003                     $      0
_________________

         (1) MR. HAWRELECHKO BECAME OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER
EFFECTIVE JULY 6, 2004 AT THE CLOSING OF THE CHANGE IN CONTROL TRANSACTION
INVOLVING THE ISSUANCE OF 22,000,000 SHARES OF THE COMPANY'S COMMON STOCK TO MR.
HAWRELECHKO.

         (2) MR. DABICH AND MS. SMITH RESIGNED EFFECTIVE JULY 6, 2004 AT THE
CLOSING OF THE CHANGE IN CONTROL TRANSACTION INVOLVING THE ISSUANCE OF
22,000,000 SHARES OF THE COMPANY'S COMMON STOCK TO MR. HAWRELECHKO.

         There were no option grants to Mr. Hawrelechko during 2005. Effective
with the closing of the change in control transaction involving the issuance of
22,000,000 shares of the Company's Common Stock to Mr. Hawrelechko, all options
previously granted to Mr. Dabich and Ms. Smith were cancelled. Accordingly, we
have not included any further information regarding individual grants of stock
options during fiscal 2004 and 2005 to each of the named executive officers.

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS:

BOARD OF DIRECTORS

         During the year ended December 31, 2005, there were no formal meetings
of the Company's Board of Directors. Other actions in 2005 were conducted by
means of unanimous written consents on 19 separate instances. In order to
facilitate the various functions of the Board of Directors, the Board of
Directors has created an Audit Committee and a Compensation Committee. The Board
of Directors does not have a nominating committee. The functions customarily
performed by a nominating committee are performed by the entire Board of
Directors. Each director attended all meetings of the Board (or executed written
consents in lieu thereof) and the committee on which he or she was/is a member
during 2004 and 2005.

AUDIT COMMITTEE

         The Audit Committee reviews significant financial and accounting issues
and the services performed by and the reports of, the Company's independent
auditors and makes recommendations to the Board with respect to these and
related matters. The sole current member of the Audit Committee is Scott
Hawrelechko. We do not believe that Mr. Hawrelechko satisfies the requirements
to be considered a "audit committee financial expert" pursuant to Item 401(e) of
Regulation S-B. None of the current members of the Audit Committee are
independent based on the definition of independence promulgated by the National
Association of Securities Dealers, Inc.

                                       23

<PAGE>

COMPENSATION COMMITTEE

         The Compensation Committee makes decisions as to the compensation and
benefits of the Company's officers and key employees when such decisions are not
made by the Board. The sole current member of the Compensation Committee is
Scott Hawrelechko. The Compensation Committee did not formally meet during 2004
or 2005.

DIRECTOR COMPENSATION

         Directors who are also employees and/or officers of the Company do not
receive any additional compensation in connection with their service on the
Company's Board of Directors or committees of the Board of Directors. In
addition, the Company currently does not have any specific compensation
arrangement to pay non-employee Directors for service on the Company's Board of
Directors although the Company anticipates that it may develop such a program in
the future consisting of cash, stock, and/or a combination of cash and stock, to
compensate non-employee Directors for attending meetings of the Board and/or
committees of the Board in person and/or telephonically.

EMPLOYMENT AGREEMENTS

         We do not have an employment agreement with Mr. Hawrelechko, but we
intend to formalize employment agreements with senior management in the near
future. Effective with the closing of the change in control transaction
involving the issuance of 22,000,000 shares of the Company's Common Stock to Mr.
Hawrelechko on July 6, 2004, all existing employment agreements with Mr. Dabich
and Ms. Smith were terminated without the imposition of any charge or fee paid
by the Company, and each of Mr. Dabich and Ms. Smith executed and delivered a
release agreement providing for the forfeiture of all accrued and unpaid
salaries totaling $226,650, and the cancellation of his or her respective
employment agreement and all options previously granted under our 2000 Incentive
Stock Plan.

STOCK PLANS

         2000 Incentive Stock Plan. Our 2000 stock plan provides for the grant
of incentive stock options to employees and nonstatutory stock options and stock
purchase rights to employees, directors and consultants to acquire shares of
common stock. The purposes of the 2000 stock plan are to attract and retain the
best available personnel, to provide additional incentives to our employees and
consultants and to promote the success of our business. Our board of directors
originally adopted the 2000 stock plan in December 2000 and our stockholders
adopted the 2000 stock plan in July 2005. Unless terminated earlier by the board
of directors, the 2000 stock plan will terminate in December 2010.

         As of December 31, 2005, there were no options to purchase shares of
common stock outstanding. No shares had been issued upon exercise of outstanding
options, and 5,000,000 shares remain available for future grant under the 2000
stock plan.

         The 2000 stock plan may be administered by the board of directors, a
committee appointed by the board of directors or a combination of the board of
directors and a committee, as determined by the board of directors. The
administrator determines the terms of options granted under the 2000 stock plan,
including the number of shares subject to the option, exercise price, term and
exercisability. In no event, however, may an individual receive option grants
for more than 500,000 shares of common stock under the 2000 stock plan in any
fiscal year. Incentive stock options granted under the 2000 stock plan must have
an exercise price of at least 100% of the fair market value of the common stock
on the date of grant and at least 110% of such fair market value in the case of
an optionee who holds more than 10% of the total voting power of all classes of
our stock. Nonstatutory stock options granted under the 2000 stock plan will
have an exercise price as determined by the administrator. Payment of the
exercise price may be made in cash or such other consideration as determined by
the administrator.

                                       24

<PAGE>

         The administrator determines the term of options, which may not exceed
10 years or 5 years in the case of an incentive stock option granted to a holder
of more than 10% of the total voting power of all classes of our stock. No
option may be transferred by the optionee other than by will or the laws of
descent or distribution, provided, however, that the administrator may in its
discretion provide for the transferability of nonstatutory stock options granted
under the 2000 stock plan if the common stock is listed or approved for listing
on a national securities exchange or designated as a national market system
security by the National Association of Securities Dealers, Inc. Each option may
be exercised during the lifetime of the optionee only by such optionee or
permitted transferee. The administrator determines when options become
exercisable. Options granted under the 2000 stock plan generally must be
exercised within 3 months after the termination of the optionee's status as an
employee, director or consultant of the Company, within 6 months if such
termination is due to the disability of the optionee, or within 12 months if
such termination is due to the death of the optionee, but in no event later than
the expiration of the option's term.

         In the event of our merger with or into another corporation, the
successor corporation may assume each option and outstanding stock purchase
right or may substitute an equivalent option or stock purchase right. However,
if the successor corporation does not agree to this assumption or substitution,
the option or stock purchase right will terminate. The board of directors has
the authority to amend or terminate the 2000 stock plan provided that no action
that impairs the rights of any holder of an outstanding option may be taken
without the holder's consent. In addition, we will obtain requisite stockholder
approval for any action requiring stockholder approval under the applicable law.

         In addition to stock options, the administrator may issue stock
purchase rights under the 2000 stock plan to employees, directors and
consultants. The administrator determines the number of shares, price, terms,
conditions and restrictions related to a grant of stock purchase rights and the
purchase price of a stock purchase right granted under the 2000 stock plan. The
administrator also determines the period during which the stock purchase right
is held open, but in no case shall such period exceed 30 days. Unless the
administrator determines otherwise, the recipient of a stock purchase right must
execute a restricted stock purchase agreement granting an option to repurchase
the unvested shares at cost upon termination of such recipient's relationship
with us.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

         The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of March 20, 2006 by (i) each person
known by the Company to be the beneficial owner of more than five percent of its
Common Stock; (ii) each director; and (iii) all directors and executive officers
as a group. Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission and includes voting or investment power
with respect to the securities. Shares of common stock that may be acquired by
an individual or group within 60 days of March 15, 2006, pursuant to the
exercise of options or warrants are deemed to be outstanding for the purpose of
computing the percentage ownership of such individual or group, but are not
deemed to be outstanding for the purpose of computing the percentage ownership
of any other person shown in the table. Percentage of ownership is based on
41,816,334 shares of common stock outstanding.

         Except as indicated in the footnotes to this table, we believe that the
stockholders named in this table have sole voting and investment power with
respect to all shares of common stock shown to be beneficially owned by them
based on information provided to us by such shareholders. Unless otherwise
indicated, the address for each director and executive officer listed is: c/o
Myriad Golf Resort, Inc., Suite 1000, 10050-112 Street, 10th Floor, Edmonton,
Alberta, Canada, T5K 2J1.

                                       25


<PAGE>

Name of Shareholder                 Number of Shares     Percent of Common Stock
-------------------                 ----------------     --------------------

Scott Hawrelechko                      15,963,131                  38.2%

Dr. Robert S. Ross                        100,000                    *

Dale Cheek                                100,000                    *

Eli Dabich, Jr.(1)                      2,739,319                   6.6

Jeanette T. Smith(2)                    2,476,564                   5.9

Charles R. Cronin, Jr.(3)               4,187,500                  10.0

Michael York (4)                        2,195,000                   5.2

Whitmore Trust (5)                      3,587,500                   8.6

All executive officers and directors   16,163,131                  38.7%
  as a group (3 persons)

-------------------
    * Less than one percent.

         (1) Includes 146,800 shares held in the name of the Dabich Charitable
Trust U/T/D 10/15/99 of which Mr. Dabich may be deemed to share voting and
dispositive power by virtue of his capacity as a Co-Trustee. Mr. Dabich
disclaims beneficial ownership with respect to shares held by the Dabich
Charitable Trust. Mr. Dabich's address is 2815 Cox Neck Road, Chester, Maryland,
21619.

         (2) Includes 351,000 shares held for Ms. Smith's son of which Ms. Smith
may be deemed to share voting and dispositive power. Ms. Smith disclaims
beneficial ownership with respect to shares held for her son. Ms. Smith's
address is 4711 Hillard Avenue, La Canada, California, 91011.

         (3) Includes 3,987,500 owned by the Cronin Family Revocable Trust, and
200,000 owned by Mr. Cronin's children.

         (4) Includes 1,650,000 shares held by The Michael York Family Limited
Partnership and 45,000 shares owned by the Michael D. York Charitable
Foundation, each in which Mr. York may be deemed to share voting and dispositive
power by virtue of his capacity, and 500,000 shares owned by Mr. York directly.
Mr. York's address is 3039 Primier Parkway, Suite 100, Duluth, Georgia, 30097.

         (5) Includes options to purchase 3,587,500 shares immediately
exercisable from Charles R. Cronin, Jr. and/or affiliates.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Effective with the closing of the change in control transaction on July
6, 2004, we issued to Mr. Hawrelechko 22,000,000 shares. Mr. Hawrelechko is our
controlling shareholder by virtue of his direct shareholdings and his power to
vote and dispose of his shares. In addition, Mr. Hawrelechko is the Manager of,
and the owner of a sixty-six percent (66%) interest in, Myriad-Tunica, and is
the President and Chief Executive Officer of Myriad Golf Resort, Inc., a
Alberta, Canada corporation that has funded approximately $2,000,000 in
pre-development costs associated with the Myriad-Tunica project. Mr. Hawrelechko
is accountable to the Company as a fiduciary and, consequently, must exercise
good faith and integrity in handling the business of the Company. Nevertheless,
in the conduct of the Company's business, actual or potential conflicts of
interest may arise between and among the interests of the Company, Myriad-Tunica
and Myriad Golf Resort, Inc. ("Myriad-Golf"). Because the Company is controlled
by and will be operated by Mr. Hawrelechko, these conflicts will not be resolved
through arm's-length negotiations, but rather through the exercise of Mr.
Hawrelechko's judgment consistent with his fiduciary duties to the Company.

                                       26


<PAGE>

         Myriad Golf Resort, Inc., a Alberta, Canada corporation ("Myriad
Golf"), and an affiliate of Mr. Hawrelechko, entered into a Consulting Services
Agreement with Whitfield & Associates, LLC providing for the payment of the
principal sum of $400,000 over a three-year term commencing December 2003 and
certain other development fees, which agreement replaces an existing December
2002 contract between the parties, pursuant to which Myriad Golf has paid
Whitfield the sum of $100,000. Myriad Golf engaged Whitfield to secure a land
lease and the services of engineering, architectural, construction, marketing,
entertainment, and other parties necessary to secure a development permit for
the contemplated Myriad-Tunica project. Whitfield & Associates, LLC is an
affiliate of the Whitmore Trust, the holder of options to acquire up to
3,587,500 shares of the Company's Common Stock from Mr. Cronin and/or
affiliates.

         Environmental Structures Inc. (ESI) has conducted meetings with certain
engineering and construction firms (including Allen & Hoshall and Hardaway
Construction) related to climate-controlled environment dome fabrication,
joining details of domes and the attachments of the domes to fixed structures
(hotel, casino, convention center) for the contemplated Myriad-Tunica project.
Dr. Ross, a Director of the Company, is the President of ESI.

         In January 2003, Myriad Golf entered into a Myriad-Tunica Management
Agreement with HDC & Associates providing for payment of $20,000 monthly during
the construction period of the contemplated Myriad-Tunica project. Mr. Cheek, a
Director of the Company, is the President of HDC & Associates.

         Certain management fees are charged to the Company by Myriad-Golf for
the Company's portion of salaries and other administrative, accounting and
operating expenses paid by Myriad-Golf.

ITEM 13.   EXHIBITS.

         (a) Financial Statements and Schedules. The Financial Statements and
Schedules required to be filed hereunder are enclosed on Pages F-1 through F-12.

         (b) Reports on Form 8-K.

         During the last quarter of the fiscal year ended December 31, 2005, we
filed one report on Form 8-K dated November 30, 2005.

         (c) Exhibits

EXHIBIT
NUMBER      DESCRIPTION

21.1     List of Subsidiaries
31.1     Certifications Pursuant to Securities Exchange Act Rule 13a-14
         and 15d-14
32.1     Certifications Pursuant to 18 U.S.C. Section 1350

                                       27


<PAGE>

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         On January 19, 2005, we engaged Moore Stephens & Frost ("MSF") as our
principal accountants to audit our annual financial statements for the fiscal
year ended December 31, 2004. Subsequently, on February 22, 2005, we engaged MSF
to reaudit our annual financial statements for the fiscal year ended December
31, 2003 and to perform review procedures to our 2004 quarterly financial
statements after learning that our prior auditor had not been registered with
the Public Company Accounting Oversight Board.

         The following table represents fees billed for professional audit
services rendered by MSF for the audits of the Company's annual financial
statements for the years ended December 31, 2005 and December 31, 2004.

                                       2005               2004
                                     --------           --------
Audit fees (1)                       $ 46,000           $ 47,000
Audit related fees (2)               $ 16,600                 --
Tax fees (3)                               --                 --
All other fees (4)                         --                 --

 ____________

   (1)  Audit fees consisted of audit work performed in the preparation of
        financial statements, as well as work generally only the independent
        auditor can reasonably be expected to provide, such as quarterly
        reviews.

   (2)  Audit related fees consisted principally of assistance with research and
        assistance with regulatory filings.

   (3)  Moore Stephens Frost did not bill the Company for any tax services in
        calendar years 2005 and 2004.

   (4)  Moore Stephens Frost did not bill the Company for any other services in
        calendar years 2005 and 2004.

         The engagement of MSF to render audit or non-audit services requires
the prior approval of our Audit Committee and/or Board of Directors.


                                       28


<PAGE>


                     MYRIAD ENTERTAINMENT AND RESORTS, INC.
                                AND SUBSIDIARIES
                          (FORMERLY SYNERGY 2000, INC.)

                                DECEMBER 31, 2005

                        CONSOLIDATED FINANCIAL STATEMENTS

                                      WITH

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





<PAGE>

                                TABLE OF CONTENTS
                                -----------------


                                                                       PAGE
                                                                       ----

Consolidated Financial Statements

     Report of Independent Registered Public Accounting Firm............F-1

     Consolidated Balance Sheet.........................................F-2

     Consolidated Statement of Operations...............................F-3

     Consolidated Statement of Stockholders' Deficit....................F-4

     Consolidated Statement of Cash Flows...............................F-5

     Notes to Consolidated Financial Statements.......................F-6 - F-12





<PAGE>




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------



Board of Directors
Myriad Entertainment and Resorts, Inc. and Subsidiaries
Edmonton, Alberta Canada


         We have audited the accompanying consolidated balance sheet of Myriad
Entertainment and Resorts, Inc. and Subsidiaries (formerly Synergy 2000, Inc.,
the "Company") as of December 31, 2005, and the related consolidated statements
of operations, stockholders' deficit and cash flows for each of the two years
then ended. 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 audits.

         We conducted our audits 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
consolidated 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 audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose 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
consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
the Company at December 31, 2005, and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 2005, in
conformity with accounting principles generally accepted in the United
States of America.

         The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. The Company has
incurred significant losses and has a retained deficit from operations that
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also discussed in Note 9. The
consolidated financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the outcome
of this uncertainty.


                                                    /s/ Moore Stephens Frost
                                                    -------------------------
                                                    Moore Stephens Frost
                                                    Certified Public Accountants


Little Rock, Arkansas
March 20, 2006



                                       F-1

<PAGE>


                     MYRIAD ENTERTAINMENT AND RESORTS, INC.
                                AND SUBSIDIARIES
                          (FORMERLY SYNERGY 2000, INC.)

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2005


                                     Assets
                                     ------

Current Assets
  Cash                                                              $    68,894
  Due from shareholder                                                   28,332
  Due from related party                                                 53,500
                                                                    -----------
Total current assets                                                    150,726
                                                                    -----------

Investment in Myriad World Resorts of Tunica, LLC                            --

Equipment                                                                 2,018
                                                                    -----------


Total assets                                                        $   152,744
                                                                    ===========


                     Liabilities and Stockholders' Deficit
                     -------------------------------------

Current liabilities
  Accounts payable                                                  $   463,933
  Accrued liabilities                                                    14,013
  Due to related party                                                  251,158
  Accrued interest                                                      134,422
  Short-term borrowings                                                  21,890
                                                                    -----------
Total current liabilities                                               885,416
                                                                    -----------

Stockholders' deficit
  Common stock, par value $.001; authorized 300,000,000
    shares; issued and outstanding 40,702,467 shares                     40,702
  Additional paid-in capital                                          2,603,369
  Accumulated deficit                                                (3,376,743)
                                                                    -----------
Total stockholders' deficit                                            (732,672)
                                                                    -----------

Total liabilities and stockholders' deficit                         $   152,744
                                                                    ===========


The accompanying notes are an integral part of these consolidated financial
statements.

                                       F-2


<PAGE>

                     MYRIAD ENTERTAINMENT AND RESORTS, INC.
                                AND SUBSIDIARIES
                          (FORMERLY SYNERGY 2000, INC.)

                      CONSOLIDATED STATEMENT OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


                                                    2005               2004
                                                 ------------      ------------
Operating revenues                               $         --      $         --
                                                 ------------      ------------

Operating expenses
    Stock issued for services                         106,500           129,000
    Professional fees                                 159,480           132,387
    Management fees - related party                   197,511           164,232
    Insurance                                              --            16,228
    Other expenses                                     40,082             7,105
                                                 ------------      ------------
Total operating expenses                              503,573           448,952
                                                 ------------      ------------

Net loss from operations                             (503,573)         (448,952)
                                                 ------------      ------------

Other income (expenses)
    Interest expense                                  (48,144)          (92,801)
    Equity in loss of Myriad - Tunica                 (87,966)         (112,034)
    Loss on disposal of equipment                          --            (3,035)
    Other                                                 (46)           27,326
                                                 ------------      ------------
Total other expenses                                 (136,156)         (180,544)
                                                 ------------      ------------

Net loss before income taxes                         (639,729)         (629,496)

Income tax benefit                                         --                --
                                                 ------------      ------------

Net loss                                         $   (639,729)     $   (629,496)
                                                 ============      ============

Net loss per common share:
    Basic                                        $      (0.02)     $      (0.02)
    Diluted                                      $      (0.02)     $      (0.02)

Weighted average shares outstanding:
    Basic                                          39,372,093        26,986,037
    Diluted                                        39,372,093        26,986,037


The accompanying notes are an integral part of these consolidated financial
statements.

                                       F-3


<PAGE>

<TABLE>
<CAPTION>
                             MYRIAD ENTERTAINMENT AND RESORTS, INC.
                                        AND SUBSIDIARIES
                                  (FORMERLY SYNERGY 2000, INC.)

                         CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                         FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


                                                 Common Stock          Additional                     Total
                                          -------------------------     Paid-in     Accumulated   Stockholders'
                                             Shares       Amount        Capital       Deficit        Deficit
                                          -----------   -----------   -----------   -----------    -----------

<S>                                        <C>          <C>           <C>           <C>            <C>
Balance - January 1, 2004                  16,107,133   $    16,107   $ 1,494,414   $(2,107,518)   $  (596,997)

    Stock issued for interest in Myriad
      World Resorts of Tunica, LLC         22,000,000        22,000       178,000            --        200,000

    Stock issued for services rendered        300,000           300       128,700            --        129,000

    Management forgiveness of
      accrued but unpaid salaries                  --            --       226,650            --        226,650

    Net loss                                       --            --            --      (629,496)      (629,496)
                                          -----------   -----------   -----------   -----------    -----------

Balance - December 31, 2004                38,407,133        38,407     2,027,764    (2,737,014)   $  (670,843)

    Stock issued for services rendered        355,000           355       106,145            --        106,500

    Stock issued                            1,940,334         1,940       469,460            --        471,400

    Net loss                                       --            --            --      (639,729)      (639,729)
                                          -----------   -----------   -----------   -----------    -----------

Balance - December 31, 2005                40,702,467   $    40,702   $ 2,603,369   $(3,376,743)   $  (732,672)
                                          ===========   ===========   ===========   ===========    ===========


        The accompanying notes are an integral part of these consolidated financial statements.

                                               F-4
</TABLE>


<PAGE>

                     MYRIAD ENTERTAINMENT AND RESORTS, INC.
                                AND SUBSIDIARIES
                          (FORMERLY SYNERGY 2000, INC.)

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


                                                          2005           2004
                                                        ---------     ---------
Cash flows from operating activities
  Net loss                                              $(639,729)    $(629,496)
  Adjustments to reconcile net loss to net cash
    provided (used) by operating activities
      Depreciation                                             --         1,584
      Equity in loss of Myriad - Tunica                    87,967       112,034
      Stock issued for services                           106,500       129,000
      Loss on disposal of fixed assets                         --         3,035
      Changes in operating assets and liabilities
        Due from shareholder                              (28,332)           --
        Accounts payable                                    7,857       120,429
        Accrued liabilities                                14,013            --
        Accrued interest                                   44,807        92,738
                                                        ---------     ---------
Net cash provided (used) by operating activities         (406,917)     (170,676)
                                                        ---------     ---------

Cash flows from investing activities
    Purchase of equipment                                  (2,018)           --
                                                        ---------     ---------
Net cash provided (used) by investing activities           (2,018)           --
                                                        ---------     ---------

Cash flows from financing activities
    Stock issued                                          471,400            --
    Repayments of short-term borrowings                    (8,663)      (13,972)
    Net borrowings from related party                      15,092       182,566
                                                        ---------     ---------
Net cash provided (used) by financing activities          477,829       168,594
                                                        ---------     ---------

Net increase (decrease) in cash                            68,894        (2,082)

Cash - beginning of year                                       --         2,082
                                                        ---------     ---------

Cash - end of year                                      $  68,894     $      --
                                                        =========     =========


Supplemental disclosure of cash flow information
------------------------------------------------
    Cash paid during the period for interest            $   3,337     $   3,186

Supplemental disclosure of non-cash activities
----------------------------------------------
    Additional paid-in capital provided from
          forgiveness of accrued salaries               $      --     $ 226,650


The accompanying notes are an integral part of these consolidated financial
statements.

                                       F-5


<PAGE>

                     MYRIAD ENTERTAINMENT AND RESORTS, INC.
                                AND SUBSIDIARIES
                          (FORMERLY SYNERGY 2000, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2005 AND 2004


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------

              This summary of significant accounting policies of Myriad
     Entertainment and Resorts, Inc. (formerly Synergy 2000, Inc., the
     "Company") and its subsidiaries is presented to assist in understanding the
     Company's consolidated financial statements. The consolidated financial
     statements and notes are representations of the Company's management who is
     responsible for their integrity and objectivity. These accounting policies
     conform to generally accepted accounting principles in the United States,
     and industry practices, and have been consistently applied in the
     presentation of the consolidated financial statements.

     a.  ORGANIZATION AND BUSINESS - Effective July 6, 2004, pursuant to the
         terms of the Securities Purchase Agreement dated June 22, 2004, the
         Company acquired a 33% interest in Myriad World Resorts of Tunica, LLC,
         a Mississippi limited liability company in exchange for the issuance of
         22 million shares of common stock. Concurrent with this transaction,
         the Company changed its name to Myriad Entertainment and Resorts, Inc.
         and began implementing its new business plan of capitalizing on
         opportunities to enhance the sustained value of destinations and
         properties in high-potential growth markets through its creation of
         unique, world-class travel and leisure experiences. The Company plans
         to build and develop resort developments using a series of public and
         private equity and debt financings.

     b.  PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
         include the accounts of the Company and its subsidiaries, Infinity
         Technology Solutions, Inc. and Statewide General Synergy S2K, Inc. The
         subsidiaries were all inactive for the years ended December 31, 2005
         and 2004.

     c.  CASH EQUIVALENTS - The Company considers all highly liquid investments
         purchased with an original maturity of three months or less to be cash
         equivalents. At December 31, 2005, the Company had no cash equivalents.

     d.  INVESTMENT IN MYRIAD WORLD RESORT OF TUNICA, LLC - The Company
         accounted for their equity investment in Myriad World Resorts of
         Tunica, LLC ("Myriad - Tunica") at the date of acquisition based on the
         fair value of the shares issued, as discussed in Note 2. Subsequent to
         the investment the Company has recognized their pro rata portion of the
         losses incurred by Myriad - Tunica. At December 31, 2005, this
         investment has been reduced to zero.

                                       F-6


<PAGE>

                     MYRIAD ENTERTAINMENT AND RESORTS, INC.
                                AND SUBSIDIARIES
                          (FORMERLY SYNERGY 2000, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2005 AND 2004


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
     ------------------------------------------

     e.  DEPRECIATION - The Company's equipment is depreciated using the
         straight-line method. Depreciation expense totaled $1,584 for the year
         ended December 31, 2004. There was not depreciation expense for the
         year ended December 31, 2005. The Company accounts for long-lived
         assets in accordance with Statement of Financial Accounting Standards
         ("SFAS") No. 144 "Accounting for the Impairment or Disposal of
         Long-Lived Assets".

     f.   REVENUE RECOGNITION - The Company did not earn any revenue during the
          years ended December 31, 2005 or 2004.

     g.  MANAGEMENT FEES - Management fees represent amounts due to Myriad Golf
         Resorts, Inc., (a 1% partner in Myriad - Tunica and a company in which
         Mr. Scott Hawrelechko is the majority shareholder and for which he also
         serves as the President and Chief Executive Officer, "Myriad -Golf")
         for costs incurred by Myriad - Golf on behalf of the Company.

     h.  INCOME TAXES - The Company provides for income taxes based on the
         liability method. No benefit for income taxes has been recorded for net
         operating loss carryforwards that may offset future taxable income
         because management has concluded that it is more likely than not that
         those benefits will not be realized.

     i.  USE OF ESTIMATES - The preparation of consolidated 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
         consolidated financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.

     j.  ACCOUNTING FOR STOCK-BASED COMPENSATION - The Company accounts for its
         stock-based compensation under APB Opinion No. 25, "Accounting for
         Stock issued to Employees", as more fully described in Note 6. The
         Company applies SFAS No. 123, "Accounting for Stock-Based
         Compensation", as amended by SFAS No. 148, "Accounting for Stock-Based
         Compensation - Transition and Disclosure - an amendment of SFAS No.
         123", as required for disclosure purposes. SFAS No. 123 requires that
         companies which do not choose to account for stock-based compensation
         as prescribed by this statement shall disclose pro forma effects on
         earnings as if SFAS No. 123 had been adopted. Additionally, certain
         other disclosures are required with respect to stock compensation and
         the assumptions used to determine the pro forma effects of SFAS No.
         123.

                                       F-7


<PAGE>

                     MYRIAD ENTERTAINMENT AND RESORTS, INC.
                                AND SUBSIDIARIES
                          (FORMERLY SYNERGY 2000, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2005 AND 2004


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
     ------------------------------------------

     k.  NEW ACCOUNTING PRONOUNCEMENTS - In December 2004, the Financial
         Accounting Standards Board ("FASB") issued SFAS No. 123(R),
         "Share-Based Payment" ("SFAS No. 123(R)"), which is a revision of SFAS
         No. 123 and supersedes APB Opinion No. 25. SFAS No. 123(R) requires all
         share-based payments to employees, including grants of employee stock
         options, to be valued at fair value on the date of grant, and to be
         expensed over the applicable vesting period. Pro forma disclosure of
         the income statement effects of share-based payments is no longer an
         alternative. SFAS No. 123(R) is effective for all stock-based awards
         granted on or after July 1, 2005. In addition, companies must also
         recognize compensation expense related to any awards that are not fully
         vested as of the effective date. Compensation expense for the unvested
         awards will be measured based on the fair value of the awards
         previously calculated in developing the pro forma disclosures in
         accordance with the provisions of SFAS No. 123.


2.   INVESTMENT IN MYRIAD WORLD RESORTS OF TUNICA, LLC
     -------------------------------------------------

              On July 6, 2004, the Company acquired a 33% interest in Myriad -
     Tunica, through the exchange of 22,000,000 shares of the Company's common
     stock. The acquisition was accounted for as an investment and has been
     valued based on the Company's stock price during the period prior to the
     acquisition, adjusted for a significant blockage discount based on the
     minimal trading volume for the Company's stock. This resulted in a fair
     value of $200,000. To date, Myriad - Tunica's activities have involved
     obtaining approval from the Mississippi Gaming Commission for its gaming
     site and site development plan, securing contractual rights to a
     development site and management contracts associated with Myriad - Tunica's
     planned development. The cost of these planning efforts has been paid by
     Myriad - Golf. Through December 31, 2005, certain direct and allocated
     expenses in the amount of $976,525 have been charged to Myriad - Tunica by
     Myriad - Golf. The Company has recognized their pro rata portion of the
     operating results of Myriad - Tunica, since the date of acquisition.

              Summarized financial data for the operations of Myriad - Tunica
     for the year ended December 31, 2005 are as follows:

                   Financial position
                       Total assets                                   $      --
                       Current liabilities                              976,525
                       Long-term debt                                        --
                       Net equity                                      (976,525)

                   Results of operations
                       Operating revenues                             $      --
                       Operating loss                                  (345,318)
                       Net loss                                        (345,318)


                                       F-8


<PAGE>

                     MYRIAD ENTERTAINMENT AND RESORTS, INC.
                                AND SUBSIDIARIES
                          (FORMERLY SYNERGY 2000, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2005 AND 2004


2.   INVESTMENT IN MYRIAD WORLD RESORTS OF TUNICA, LLC (CONT.)
     -------------------------------------------------

              The following table summarizes the status and results of the
     Company's investment in Myriad - Tunica as of December 31, 2005.


                   Beginning investment                               $ 200,000
                   Equity in losses                                    (200,000)
                                                                      ---------

                   Ending investment                                  $      --
                                                                      =========


3.   SHORT-TERM BORROWINGS
     ---------------------

              At December 31, 2005, the Company had $21,890 outstanding under a
     short-term credit agreement with a financial corporation. The maximum
     borrowings under this agreement are $40,000, which are payable on demand.
     The credit agreement is unsecured and bears interest at 13.24%.


4.   ACCRUED INTEREST
     ----------------

              The Company had $134,422 of accrued interest outstanding at
     December 31, 2005. This amount is related to an outstanding payable due to
     the Company's attorney and is calculated based on the terms of a fee
     arrangement agreed to by both parties.


5.   INCOME TAXES
     ------------

              The income tax provision (benefit) consists of the following:

                                                      2005               2004
                                                   -----------        ----------

                   Current                         $        --        $       --
                   Deferred                                 --                --
                                                   -----------        ----------
                                                   $        --        $       --
                                                   ===========        ==========

                                       F-9

<PAGE>

                     MYRIAD ENTERTAINMENT AND RESORTS, INC.
                                AND SUBSIDIARIES
                          (FORMERLY SYNERGY 2000, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2005 AND 2004


5.   INCOME TAXES (CONT.)
     ------------

              The income tax provision (benefit) differs from that which would
     result from applying statutory rates to the net loss before taxes as
     follows:

                                                           2005          2004
                                                         ---------    ---------
          Income tax benefit computed at the Statutory
              Federal and State Income Tax Rates         $(217,000)   $(214,000)

          Net operating loss income tax benefits
              not recognized                               217,000      214,000
                                                         ---------    ---------

                                                         $      --    $      --
                                                         =========    =========

              The use of the liability method of accounting for income taxes
     requires that deferred tax assets be reduced by a valuation allowance if it
     is more likely than not, that some portion or all of the deferred tax
     assets will not be realized. Whether a deferred tax asset will be realized
     depends upon sufficient future taxable income and consideration of
     limitations on the ability to utilize net operating loss carryforwards and
     other tax attributes.

              At December 31, 2005, the Company has net operating loss
     carryforwards estimated to be approximately $2.2 million for income tax
     purposes which are set to expire from 2019 through 2023. Upon completion of
     the Company's income tax returns for the year ended December 31, 2005,
     there may be adjustments to this estimate of the carryforwards. A valuation
     allowance has been established for the entire net deferred tax asset
     balance until such time as it is more likely than not that the deferred tax
     assets will be realized.

              No income taxes were paid for the years ended December 31, 2005
     and 2004. The effective tax rate for these periods is different than the
     statutory federal tax rate of 34% due to the establishment of a valuation
     allowance relating to the deferred tax assets.


6.   CONTINGENCIES
     -------------

              The Company is contingently liable to satisfy an obligation to a
     shareholder and former employee in the amount of approximately $165,000 as
     of December 31, 2005 in the event that a third party does not satisfy this
     obligation in accordance with an agreement reached between the two parties.


7.   STOCKHOLDERS' EQUITY
     --------------------

              There are 300,000,000 shares of $.001 par value common stock
     authorized of which 40,702,467 were outstanding at December 31, 2005. At
     December 31, 2005, the Company had 5,000,000 common shares reserved for
     issuance in connection with the 2000 Stock Incentive Plan.

              Effective July 6, 2004, pursuant to the terms of the Securities
     Purchase Agreement dated June 22, 2004 with Mr. Hawrelechko, the Company
     increased its authorized shares from 25,000,000 to 300,000,000 and
     exchanged 22,000,000 shares, representing control of the Company, in
     consideration for the sale, transfer and assignment by Mr. Hawrelechko of
     certain assets including a 33% interest in Myriad - Tunica. In addition,
     the Company increased its authorized preferred stock to 5,000,000 shares.
     None of these preferred shares have been issued and there was no preferred
     stock authorized prior to the authorization noted above.


                                      F-10

<PAGE>

                     MYRIAD ENTERTAINMENT AND RESORTS, INC.
                                AND SUBSIDIARIES
                          (FORMERLY SYNERGY 2000, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2005 AND 2004


7.   STOCKHOLDERS' EQUITY (CONT.)
     --------------------

              During the year ended December 31, 2005, the Company made stock
     grants to various service providers totaling 355,000 shares at a market
     price of $.30 per share. This resulted in the recognition of $106,500 of
     expense for the year ended December 31, 2005.

              During the year ended December 31, 2004, the Company made stock
     grants to directors for services totaling 200,000 common shares and 100,000
     shares were granted to a vendor for services. The total compensation cost
     for these stock grants, which was measured based on the trading price for
     the Company's common stock on the date of issuance, was $129,000, which has
     been recorded in the consolidated statement of operations for the year
     ended December 31, 2004.

              In December 2000, the Company implemented a stock incentive plan
     for non-employee directors and consultants, officers and key employees
     which provides for the issuance of qualified and nonqualified options, as
     determined by the administrator at the time of grant. The Board of
     Directors determines the option price at the date of grant. The options
     generally expire ten years from the date of grant and are exercisable over
     the period stated in each option. In conjunction with the July 6, 2004
     transaction noted above, all previously issued stock options were cancelled
     and the Board of Directors approved increasing the shares reserved under
     the Stock Incentive Plan to 5,000,000 shares. There were no options
     outstanding and no option activity for the year ended December 31, 2005.


8.   RELATED PARTY TRANSACTIONS
     --------------------------

              Certain accounting, administrative and management functions are
     being provided by Myriad - Golf, a related party. A management fee is
     charged to the Company by Myriad - Golf as remuneration for these costs.
     Expenses paid for by Myriad - Golf generally consist of salaries and
     related benefits, professional fees, legal fees, and other miscellaneous
     overhead costs. Allocations of certain costs are determined based on the
     direct nature of the charge. The remaining overhead costs are allocated
     based on management's determination of the entity benefiting from the costs
     incurred. The Company believes that such allocation methods are reasonable.
     Management fees charged to the Company by Myriad - Golf were $197,511 and
     $164,232 for the years ended December 31, 2005 and 2004, respectively.

              In addition to the above, Myriad - Golf provided funding in order
     for the Company to remain current on paying normal expenses. The total
     amount due to Myriad-Golf, which includes unpaid management fees and cash
     advances, as of December 31, 2005 was $251,158. In addition, the Company
     had $53,500 due from Myriad-Tunica at December 31, 2005.

              Mr. Hawrelechko, the majority shareholder, Chief Executive Officer
     and Chief Financial Officer of the Company, has the ability to control
     substantially all significant matters presented to the Company's
     shareholders for a vote. Due from shareholder represents advances to Mr.
     Hawrelechko, for future work related expenses of $28,332.


9.   CAPITAL RESOURCES
     -----------------

              The accompanying consolidated financial statements have been
     presented in conformity with accounting principles generally accepted in
     the United States, which contemplates continuation of the Company as a
     going concern. However, the Company has a significant working capital
     deficiency and has incurred operating losses since its formation.
     Management believes that actions presently being taken will provide for the
     Company to continue as a going concern.


                                      F-11

<PAGE>

                     MYRIAD ENTERTAINMENT AND RESORTS, INC.
                                AND SUBSIDIARIES
                          (FORMERLY SYNERGY 2000, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2005 AND 2004


9.   CAPITAL RESOURCES (CONT.)
     -----------------

              As discussed previously, effective July 6, 2004, the Company
     issued to Mr. Hawrelechko an aggregate of 22,000,000 shares of the
     Company's common stock, representing control of the Company, in exchange
     for certain assets, including a 33% interest in Myriad - Tunica.
     Immediately following the closing, the Company implemented the Myriad
     business plan. Myriad - Tunica was organized to build resort developments
     using a series of public and private equity and debt financing, but there
     can be no assurance that the requisite financing can be secured and on
     terms reasonably satisfactory to management or that the execution of Myriad
     - Tunica's business plan will be successful.

              Although the Company feels the investment in Myriad - Tunica will
     return the Company to profitability, there can be no assurance of the
     success of any of the above referenced plans.


10.  EARNINGS PER SHARE
     ------------------

              The following table sets for the computation of basic and diluted
     earnings per share (EPS):


            Numerator
              Net loss                              $  (639,729)   $   (629,496)
                                                    ===========    ============

            Denominator
              Weighted-average shares outstanding    39,372,093      26,986,037
                                                    ===========    ============

            Basic loss per share                    $     (0.02)   $      (0.02)
                                                    ===========    ============

            Diluted loss per share                  $     (0.02)   $      (0.02)
                                                    ===========    ============


              The effect of all potential common shares related to the Company's
     stock incentive plan is anti-dilutive in the calculation of diluted loss
     per share, and therefore, have been excluded from the calculation.


11.  SUBSEQUENT EVENT
     ----------------

              On February 4, 2006, the Company sold 433,334 shares of common
     stock to six accredited investors resident in the province of Alberta,
     Canada for $130,000. In addition, on March 20, 2006, the Company sold
     687,000 shares of common stock to fourteen accredited investors resident
     in Canada for $206,100.



                                      F-12

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, on March
31, 2006.

                           MYRIAD ENTERTAINMENT & RESORTS, INC.,

                           By: /s/ Scott Hawrelechko.
                           -----------------------------------------------
                           Scott Hawrelechko, Chairman, Chief
                           Executive Officer, President and Chief
                           Financial Officer (Principal Executive
                           Officer and Principal Financial and
                           Accounting Officer)

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Scott Hawrelechko as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Annual Report
on Form 10-KSB, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue
thereof.

     SIGNATURE                 TITLE                                DATE
     ---------                 -----                                ----

 /s/ Scott Hawrelechko      Chairman, Chief Executive Officer,    March 31, 2006
------------------------    President, Chief Financial Officer
Scott Hawrelechko           and Director


/s/ Dr. Robert S. Ross      Director                              March 31, 2006
------------------------
Dr. Robert S. Ross


                            Director                                 -------
------------------------
Dale Cheek



<PAGE>




                      MYRIAD ENTERTAINMENT & RESORTS, INC.
                                   FORM 10-KSB
                                INDEX TO EXHIBITS


EXHIBIT
NUMBER      DESCRIPTION

21.1     List of Subsidiaries
31.1     Certifications Pursuant to Securities Exchange Act Rule 13a-14
         and 15d-14
32.1     Certifications Pursuant to 18 U.S.C. Section 1350