UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

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þANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2008.

 ̈TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to _____________

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MYRIAD ENTERTAINMENT & RESORTS, INC.

(Name of small business issuer in its charter)

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|                             |              |                    
|---------------------------- | ------------ | -------------------
|                             |              |                    
|Delaware                     | 0-24640      | 64-0872630         
|(State or Other Jurisdiction | (Commission  | (I.R.S. Employer   
|of Incorporation)            | File Number) | Identification No.)

P.O. Box 100, Tunica, Mississippi 38676

(Address of Principal Executive Office) (Zip Code)

(800) 955-0762

(Registrants telephone number, including area code)

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|                                                                 |                  |                                          
|---------------------------------------------------------------- | ---------------- | -----------------------------------------
|Securities registered pursuant to Section 12(b) of the Act:NONE.
|Title of each class                                              |                  | Name of each exchange on which registered
|COMMON STOCK, PAR VALUE $0.001 PER SHARE.                        |                  |                                          
|Securities registered pursuant to Section 12(g) of the Act:     
|                                                                 | (Title of Class) |                                          

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      (1)  Yes  ̈  No þ                       (2)  Yes þ  No  ̈

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and small reporting company in Rule 12-2 of the Exchange Act.

Large accelerated filer    ̈             Accelerated filer   ̈          Non-accelerated filer   ̈          Smaller reporting company  þ

(Do not check if a smaller reporting company)

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

Number of shares outstanding of Issuers common stock, $0.001 par value, outstanding on June 19, 2009: 49,184,321.

Documents Incorporated by Reference: NONE

Transitional Small Business Disclosure Format (Check one): Yes  ̈  No þ













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TABLE OF CONTENTS

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|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|PART I
ITEM 1.
BUSINESS
1
ITEM 1A.
RISK FACTORS
6
ITEM 1B.
UNRESOLVED STAFF COMMENTS
11
ITEM 2.
PROPERTIES
11
ITEM 3.
LEGAL PROCEEDINGS
11
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
11
PART II
ITEM 5.
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
12
ITEM 6.
SELECTED FINANCIAL DATA.
13
ITEM 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
13
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
17
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.
17
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
17
ITEM 9A. (T). CONTROLS AND PROCEDURES
17
ITEM 9B.
OTHER INFORMATION
18
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
19
ITEM 11.
EXECUTIVE COMPENSATION
20
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
24
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
25
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
25
PART IV
ITEM 15.
EXHIBITS
26
SIGNATURES
28
Consolidated Financial Statements
F-1

The statements contained in this Annual Report on Form 10-K for the fiscal year ended December 31, 2008, that are not purely historical statements are forward looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, including statements regarding the Companys expectations, beliefs, hopes, intentions or strategies regarding the future. These forward-looking statements involve risks and uncertainties. Our actual results may differ from those indicated in the forward-looking statements. Please see Risk Factors that May Affect Future Results, Special Note Regarding Forward-Looking Statements and the factors and risks discussed in other reports filed from time to time with the Securities and Exchange Commission.







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PART I

ITEM 1.

BUSINESS

BACKGROUND

Myriad Entertainment & Resorts, Inc. (we, us, our or the Company) 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. We own, through our wholly owned subsidiary, MER Resorts, Inc., a Delaware corporation, a ninety-nine percent (99%) interest in Myriad World Resorts of Tunica, LLC, a Mississippi limited liability company (Myriad-Tunica).

Effective July 6, 2004, pursuant to the terms of the Securities Purchase Agreement dated June 22, 2004, the Company's former Chairman 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.

On October 18, 2006, certain members of Myriad-Tunica transferred an aggregate of sixty-six percent (66%) of the limited liability Company membership interests to MER Resorts. Further, we are the sole manager of Myriad-Tunica and are responsible for the day-to-day operations of that entity; the other member of Myriad-Tunica has no authority to manage the operation of Myriad-Tunica.

OVERVIEW

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. Our primary operations are intended to be focused on destination experience resorts such as the anticipated Myriad-Tunica project to be located in Tunica, Mississippi. We may seek opportunities in other areas including country clubs, casinos, resort amenities and facilities, real estate operations and corporate services; however, we have no current plans to begin implementing these operations and do not have adequate financing available at this time. Further, we do not anticipate investing in other companies.

Our Company has completed its feasibility studies and appraisals with favorable results and we are now focused on raising $1.4 Billion to implement phase 1 of the Myriad Resort. Although no assurances can be given regarding the Companys ability to secure the phase 1 funding, if secured, the Company anticipates utilizing these funds for the following:

·

Building out site Infrastructure

·

Construction of the first of our six planned casinos;

·

Construction of the first 1,000 rooms casino and convention hotel of our planned 3,000 rooms;

·

Construction of the first phase of our Convention Center (400,000 sq. ft.);

·

Construction of the 18-hole championship Golf Course;

·

Construction of the Water Park/Snow Park;Construction of the 5,000 seat covered multi-purpose venue;

·

Construction of the Mississippi Eye (observatory);

·

Construction of our 25,000 square foot Health and Wellness Luxury Spa; and

·

Construction of our private label restaurants.

Recent Events

On June 2, 2009, the Companys Contract for the Sale and Purchase of Real Estate, entered into with Picture Window, LLC, expired. However, the Company continues to discuss potential land acquisitions with Picture Window, LLC as well as other Tunica landholders.



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On July 15, 2008, Entertainment & Resorts, Inc. (the Company or Myriad) entered into a Contract for the Sale and Purchase of Real Estate with Picture Window, LLC and Kenneth M. Murphree, LLC for the purchase and sale of certain property located in Tunica County, Mississippi (the Land Contract). The purchase price of the land pursuant to the Land Contract is $36m plus certain amounts based on percentage payments or minimum annual payments as set forth in the Land Contract. The purchase price for the land shall be paid $100,000 per month for five months and $35,500,000 payable upon closing. Further, the Company has agreed to pay the sellers an amount equal to two percent (2%) of the Gross Gaming Revenue as provided in the Land Contract. Subject to certain terms and conditions provided in the Land Contract, the Closing Date of the purchase and sale is scheduled for December 2, 2008; however, the Company can give no assurance that such Closing will occur on schedule.

On August 15, 2008, the Company made the second option payment of $100,000 pursuant to the Land Contract. The third option payment under the Land Contract is due on September 15, 2008; however, the Company can provide no assurances that this payment, or any subsequent payments, will be made or that the Closing will take place as provided in the Land Contract.

On September 15, 2008, First Amendment to Land Contractthe Company, Picture Window, LLC and Kenneth M. Murphree, LLC entered into a First Amendment to Contract for the Sale and Purchase of Real Estate providing for certain modifications to the Monthly Payments as provided in paragraph 2 of the Original Land Contract. Pursuant to the Original Land Contract, the Company was obligated to make Monthly Payments beginning on July 24, 2008 and ending November 15, 2008. The First Amendment to Land Contract provides that the Company is now obligated to make cash payments of $150,000 on each of October 15, 2008 and November 15, 2008, eliminating the September 15, 2008 Monthly Payment as provided in the Original Land Contract. The Company previously made two Monthly Payments to the Sellers each in the amount of $100,000 in July and August 2008, as agreed under the Original Land Contract.

On October 16, 2008, Second Amendment to Land Contractthe Company, Picture Window, LLC and Kenneth M. Murphree, LLC entered into a Second Amendment to Contract for the Sale and Purchase of Real Estate providing for certain modifications to the Monthly Payments as provided in paragraph 2 of the Original Land Contract. Specifically, the modification extends the remaining Monthly Payment dates from October 15, 2008 and November 15, 2008 to December 2, 2008 and extends the 25-year term on the payment of two percent gross gaming revenue to Picture Window. The extended term on the payment of two percent gross gaming revenue will be for the life of the project.

On December 3, 2008, Revisions to Land Contractthe Company, Picture Window, LLC and Kenneth M. Murphree, LLC entered into a Contract for the Sale and Purchase of Real Estate revising certain provisions relative to the Monthly Payments as provided in paragraph 2 of the Original Land Contract. Specifically, the Monthly Payment dates have been modified such that the Company is obligated to make such payments as follows: (i) $50,000 on each of January 5, 2009, February 2, 2009, March 2, 2009, April 1, 2009 and May 1, 2009; and (ii) $33,750,000 payable on the Closing Date. On February 2, 2009, the Company made the second option payment of $50,000 as per the revised land contract.

On March 11, 2008, the Company announced that Mr. John Meeske was terminated as the Companys Chief Executive Officer and as a member of the Board of Directors. Mr. Meeske had served as the Companys CEO and as a Director since May 2006.

Consequently, Nicholas A. Lopardo, Chairman of the Board of Directors, has been named interim Chief Executive Officer until such time as the Company can locate a suitable replacement. The Companys Board has begun this search.

The Company also announced the resignations of two Board members, Mr. Jack Vaughn and Mr. Jerry Wayne, effective March 5, 2008.

On March 7, 2008, we announced that our Board of Directors approved on March 5, 2008, a collateral and loan term sheet which the Company anticipated would have provided up to $675 million in financing for Phase One of the Companys planned Myriad Resort in Tunica, Mississippi. This term sheet also would have provided for the funding of all phases of the Companys planned development in Tunica, up to $2.5 billion. Management believes the Term Sheet was not able to be funded as a result of the global economic meltdown and the funders inability to perfect certain terms of the transaction.



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CONSTRUCTION MANAGEMENT

We anticipate that the construction management for the Myriad-Tunica project will be undertaken by HDC & Associates, a Georgia limited liability company. HDC presently has an extensive number of active projects worldwide, including the following current clients/projects/brands: Portman Architects, Marriott Hotels and Resorts, Hyatt Corporation, Loews, Westin, Four Seasons and Wyndham. Dale Cheek, a Company director, has served as President of HDC & Associates since 1992.

Although the overall scope and general design of the Myriad-Tunica project has been determined, we have not finalized all of the detailed plans and specifications. The Company believes that when it finalizes the Myriad-Tunica 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 in the future 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.

CASINO AND HOTEL MANAGEMENT

We believe that the casino and hotel management for the Myriad-Tunica project will be undertaken by outside management company(s) experienced in this industry. We anticipate the construction of three thousand (3,000) hotel rooms for the planned six casinos. We will rely on the diverse talent of our management team and our Board of Directors to find and retain the right persons or company(s) for this endeavor. In addition to possibly using management agreements with any management company(s), we may acquire whole or partial ownership in any such company(s).

PROJECT SITE

Myriad continues to discuss its land options with several land owners in the Tunica area. 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 close proximity of the Myriad-Tunica project.

The Tunica Airport runway was lengthened to 8,500 ft to grant access to commercial, corporate and regional aircraft. The Tunica Airport is currently accessed by Lear Jets, Twins and Boeing 737 charter flights.

GAMING AND TOURISM INDUSTRIES IN TUNICA, MISSISSIPPI

Tunica County, Mississippi is one of the top five gaming environments 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.

Tunica is one of the top five gaming environments in US. The market produces an average annual hotel occupancy rate of 86%. Mississippis approach is proactive to a new development of a Casino Resort destination. The market is mature & well positioned to support a new development of a Casino Resort destination. Although nine Casino destinations are competition, they however on average are 12 years old.

Tunica offers marketing advantages for a Casino Resort destination. 48 million people surround the Tunica location within eight hours from the North, East, South and West. The Memphis area has a draw of over 1.7 million within a 1 1/2 hour driving distance and the Memphis International Airport with the new highway I-69 is now 30 minutes from Tunica.



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REGULATORY APPROVALS

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. 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. 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. 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. 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. If the Mississippi Gaming Commission determines that a person is unsuitable to hold a gaming license, Myriad-Tunica would be required to acquire and/or reacquire such interests. Additionally, Mississippi regulatory authorities have 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 that entity. Any such disciplinary action could significantly impair our operations.

Several permits (collectively, entitlements) are required to be obtained to enable the Myriad-Tunica project to proceed with construction. Myriad-Tunica 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.

Our engineering principals, John Almond, PE and Michael Young, PE of Allen & Hoshall will assist Myriad in the process of obtaining the following permits and approvals:

1.

Corps of Engineers (Corps) Section 10 and Section 404 permits. These pertain to navigation and wetlands issues on the Mississippi River and tributaries.



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2.

Yazoo-Mississippi Delta levee Boards (YMDLB) approval for the construction of certain project features on the YMDLB property. This pertains to construction and use of the ring levee and roads to protect the site and to provide access.

3.

Contract with YMDLB to give Myriad-Tunica the exclusive rights to use the rest of YMDLB property that will be rendered flood-free by the Myriad-Tunica ring levee.

4.

State of Mississippi Department of Archives and History approval. This pertains to certification that there are no cultural or vegetative issues that prohibit development of the site.

5.

Tunica County Building Permits. This pertains to the adequacy and acceptability of the site for the intended use.

6.

State of Mississippi Department of Environmental Quality permits. This pertains to storm and water management, wastewater collection and treatment, air quality and other permits.

7.

State of Mississippi Board of Health approval. This pertains to providing potable water to the development by Tunica County Utility District.

8.

U.S. Environmental Protection Agencys clearance certifying that there is no pre-existing pollution on the site that requires remediation.

9.

U.S. Department of Agriculture certification that there are no prime farmlands or other issues that will prohibit use of the site by Myriad-Tunica.

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 anticipate that we will be in substantial compliance with all such laws, ordinances and regulations applicable to our facilities and operations once our operations commence.

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 anticipate that we will be in substantial compliance with applicable laws and regulations, once our operations commence.

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 generally enter into confidentiality and invention assignment agreements with our employees, directors 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.



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At this time, we do not have any trademarks or service marks filed with the US Patent and Trademark Office. However, our affiliates intend to register various service marks, including the name Myriad 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.

ITEM 1A.

RISK FACTORS

You should carefully consider the risks described. If any of the adverse events described in this risk factors section actually occur, our business, results of operations and financial condition could be materially adversely affected. We have had operating losses to date and cannot assure that we will be profitable in the foreseeable future.

Risks Related To Our Business

WE INCURRED HISTORICAL LOSSES AND HAVE A WORKING CAPITAL DEFICIT. AS A RESULT, WE MAY NOT BE ABLE TO GENERATE PROFITS, SUPPORT OUR OPERATIONS, OR ESTABLISH A RETURN ON INVESTED CAPITAL.

We incurred net losses in fiscal year ended 2008 of $ 2,864,422. As of December 31, 2008, we had a working capital deficit of $10,042,160. In addition, we expect to increase our infrastructure and operating expenses to fund our anticipated growth. We cannot assure you that any of our business strategies will be successful or that significant revenues or profitability will ever be achieved or, if they are achieved, that they can be consistently sustained or increased on a quarterly or annual basis.

WE EXPECT OUR OPERATING LOSSES TO CONTINUE UNTIL THE DEVELOPMENT AND CONSTRUCTION OF MYRIAD TUNICA IS COMPLETE.

The Company expects to incur increased operating expenses during the next year, and in all likelihood, thereafter until its development and construction is complete. The amount of net losses and the time required for the Company to reach and sustain profitability are uncertain. The likelihood of the Companys success must be considered in light of the problems, expenses, difficulties, and delays frequently encountered in connection with a new business, including, but not limited to uncertainty as to development and construction of the Companys planned resort. There can be no assurance that the Company will ever generate revenue or achieve profitability at all or on any substantial basis.

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. However, no assurances can be given that we will be able to do so.



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WE ARE A HOLDING COMPANY AND OUR ASSETS CONSIST PRIMARILY OF INVESTMENTS IN OUR SUBSIDIARIES AND MYRIAD TUNICA.

We are a holding company and our assets consist primarily of investments in our subsidiaries. Other than providing administrative support, we engage in no business directly and do not generate cash. Our subsidiaries are distinct legal entities and have no obligation to pay any dividends or make advances or loans to us. Although there are no material restrictions on Myriad-Tunicas ability to upstream funds, the Company has not paid dividends on its common stock and does not intend to declare cash dividends in the foreseeable future.

WE HAVE A LIMITED AMOUNT OF CASH AND REQUIRE ADDITIONAL CAPITAL TO CONTINUE OUR OPERATIONS FOR THE NEXT TWELVE MONTHS.

We have a limited amount of available cash and our monthly operating expense burn rate, including accruals of salary, is substantial. There can be no assurance that we will be able to obtain additional funding when needed, or that such funding, if available, will be obtainable on terms acceptable to us. In the event that our operations do not generate sufficient cash flow, or we cannot obtain additional funds if and when needed, we may be forced to curtail or cease our activities, which would likely result in the loss to investors of all or a substantial portion of their investment.

IF WE ARE NOT ABLE TO OBTAIN FINANCING AS WE IMPLEMENT OUR BUSINESS, WE WILL HAVE TO CURTAIL THESE PLANS AND THE VALUE OF YOUR INVESTMENT MAY BE NEGATIVELY AFFECTED.

Currently, although the Company has entered into a term sheet with a potential investor to fund the Myriad Tunica project, there can be no assurances that the Company will be successful in negotiating the definitive terms and conditions of that financing and further no assurances can be given that any such financing will in fact be consummated. We require approximately $2.5 billion to develop the planned Myriad Tunica resort. However, if we are unable to obtain financing when needed, we may be forced to curtail our operations, which could negatively affect the value of your investment. There can be no assurance that we will be able to obtain additional financing when needed or if available that it will be on commercially reasonable terms.

WE MAY FAIL TO CONTINUE AS A GOING CONCERN, IN WHICH EVENT YOU MAY LOSE YOUR ENTIRE INVESTMENT IN OUR SHARES.

Our audited financial statements have been prepared on the assumption that we will continue as a going concern. Our independent auditor has indicated that in its report on our 2008 financial statements that our recurring losses from operations and our difficulties in generating sufficient cash flow to meet our obligations and sustain our operations raise substantial doubt about our ability to continue as a going concern. If we fail to continue in business, you will lose your investment in the shares you acquire in this offering.

WE RELY HEAVILY ON OUR MANAGEMENT, THE LOSS OF WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION.

Our future success is dependent on having capable seasoned executives with the necessary business knowledge and relationships to execute our business plan. Accordingly, the services of our management and our board of directors, in particular Mr. Nicholas Lopardo, our Chairman and Interim Chief Executive Officer, is deemed essential to establishing and maintaining the continuity of our operations. Further, we rely heavily on other individuals, including our executive vice president of finance. If we were to lose their services, our business could be materially adversely affected. Our performance will also depend on our ability to find, hire, train, motivate and retain other executive officers and key employees, including a Chief Financial Officer.

We must continually implement and improve our services, operations, operating procedures and quality controls on a timely basis, as well as expand, train, motivate and manage our work force in order to accommodate anticipated growth and compete effectively in our market segment. Successful implementation of our strategy also requires that we establish and manage a competent, dedicated work force and employ additional key employees. There can be no assurance that our personnel, systems, procedures and controls will be adequate to support our existing and future operations. Any failure to implement and improve such operations could have a material, adverse effect on our business, operating results and financial condition.



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Our future results of operations involve a number of risks and uncertainties. With any business undertaking and their inherent unforeseeable risk in conducting business, the following paragraphs discuss a number of risks that could impact the companys financial condition and results of operations.

WE ARE IN EARLY STAGE OF DEVELOPMENT AND MAY HAVE TO COMPETE WITH COMPANIES WITH GREATER RESOURCES.

We have no operating history that permits you to evaluate our business and our prospects based on prior performance. You must consider your investment in light of the risks, uncertainties, expenses and difficulties that are usually encountered by companies in their early stages of development. The Company will have to compete with larger companies who have greater funds available for expansion, marketing, and the ability to attract. There can be no assurance that the Company become competitive, or if we become competitive, will remain competitive, should this occur and increased competition could materially adversely affect our operation and financial condition.

OUR FUTURE PERFORMANCE IS DEPENDENT ON OUR ABILITY TO ATTRACT AND RETAIN KEY PERSONNEL.

We do not maintain key man life insurance on our executive officers but will obtain coverage on at least Mr. Lopardo, our Chairman and Interim Chief Executive Officer. Our future success is also dependent on our ability to identify, hire, train and retain other qualified managerial and other employees, including a Chief Financial Officer. Competition for these individuals is intense and increasing. The loss of any of their services would be detrimental to us and could have an adverse effect on our business development.

THERE ARE CURRENTLY NINE CASINOS IN TUNICA COUNTY, AND WE FACE SUBSTANTIAL COMPETITION NOT ONLY IN TUNICA BUT IN THE GAMING INDUSTRY AS A WHOLE.

The gaming industry includes land-based casinos, dockside casinos, riverboat casinos, racetracks with slots, casinos located on Native American land and other forms of legalized gaming. There is intense competition among companies in the gaming industry, some of which have significantly greater resources than we do. Several states are currently considering legalizing casino gaming in designated areas. Legalized casino gaming in such states and on Native American land will provide strong competition to us and could adversely affect our operations, particularly to the extent that such gaming is conducted in areas close to our planned operations.

Our planned casino and resort in Tunica County, Mississippi may face competition from all other casinos and hotels in the Tunica area, including to some degree, from each other. In addition, our planned casino and resort may face competition from all smaller non-restricted gaming locations and restricted gaming locations. Currently, there were nine casinos in Tunica County, Mississippi. Major additions, expansions or enhancements of existing properties or the construction of new properties by competitors, could also have a material adverse effect on the planned businesses of our casino properties.

CERTAIN CONSTRUCTION RISKS MAY ARISE DURING THE BUILDING OF ANY NEW PROPERTY.

We are currently planning the construction of a resort and casino and are providing or may have to provide, as the case may be, funding for the construction of gaming facilities. Construction projects, such as the construction of our resort, entail significant risks, including:

·

unforeseen engineering, environmental or geological problems;

·

work stoppages;

·

weather interference;

·

floods; and

·

unanticipated cost increases.

Any of these risks can give rise to delays or cost overruns that could result in serious problems for our project.



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The anticipated costs and construction periods are based upon budgets, conceptual design documents and construction schedule estimates prepared by us in consultation with our architects and contractors. Construction, equipment or staffing requirements or problems or difficulties in obtaining any of the requisite licenses, permits, allocations or authorizations from regulatory authorities can increase the cost or delay the construction or opening of each of the proposed facilities or otherwise affect the projects planned design and features. Budget overruns and delays with respect to development projects could have a material adverse impact on our results of operations.

Risks Related to Holding Our Securities

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 were recently delisted from the OTC Bulletin Board to the pink sheets as a result of our failure to maintain compliance with the reporting requirements of the Securities and Exchange Commission. We are currently working to regain compliance and ultimately get our shares of common stock relisted on the OTC Bulletin Board but no assurance can be given that we will be able to accomplish this. Further, 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.

OUR COMMON STOCK IS CONSIDERED A PENNY STOCK.

Our common stock is considered to be a penny stock if it meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g) of the Securities Exchange Act of 1934, as amended. These include but are not limited to, the following: (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a recognized national exchange; (iii) it is not quoted on The Nasdaq Stock Market, or even if quoted, has a price less than $5.00 per share; or (iv) is issued by a company with net tangible assets less than $2.0 million, if in business more than a continuous three years, or with average revenues of less than $6.0 million for the past three years. The principal result or effect of being designated a penny stock is that securities broker-dealers cannot recommend the stock but must trade it on an unsolicited basis.

BROKER-DEALER REQUIREMENTS MAY AFFECT TRADING AND LIQUIDITY.

Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2 promulgated thereunder by the SEC require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investors account. Potential investors in our common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be penny stocks. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investors financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.



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OUR COMMON STOCK MAY BE VOLATILE, WHICH SUBSTANTIALLY INCREASES THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE PRICE THAT YOU MAY PAY FOR THE SHARES.

Because of the limited trading market expected to develop for our common stock, and because of the possible price volatility, you may not be able to sell your shares of common stock when you desire to do so. The inability to sell your shares in a rapidly declining market may substantially increase your risk of loss because of such illiquidity and because the price for our common stock may suffer greater declines because of its price volatility.

The price of our common stock that will prevail in the market after this offering may be higher or lower than the price you may pay. Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to, the following:

·      variations in our quarterly operating results;

·      loss of a key relationship or failure to complete significant transactions;

·      additions or departures of key personnel; and

·      fluctuations in stock market price and volume.

Additionally, in recent years the stock market in general, and the over-the-counter markets in particular, have experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price, regardless of our operating performance. In the past, class action litigation often has been brought against companies following periods of volatility in the market price of those companies common stock. If we become involved in this type of litigation in the future, it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on your investment in our stock.

WE HAVE NOT PAID, AND DO NOT INTEND TO PAY, CASH DIVIDENDS IN THE FORESEEABLE FUTURE.

We have not paid any cash dividends on our common stockand do not intend to pay cash dividends in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. Dividend payments in the future may also be limited by other loan agreements or covenants contained in other securities which we may issue. Any future determination to pay cash dividends will be at the discretion of our board of directors and depend on our financial condition, results of operations, capital and legal requirements and such other factors as our board of directors deems relevant.

Other Risk Factors

There are several risks and uncertainties, relating to the Companys ability to raise money and grow its business. These risks and uncertainties can materially affect the results predicted. Other risks are the Companys limited operating history, the limited financial resources, domestic or global economic conditions, activities of competitors and the presence of new or additional competition, and changes in Federal or State laws and conditions of equity markets.

The Companys future operating results over both the short and long term will be subject to annual and quarterly fluctuations due to several factors, some of which are outside the control of the Company. These factors relate to fluctuating market demand for our services, and general economic conditions.

Special Note Regarding Forward-Looking Statements

This prospectus contains forward-looking statements and information relating to our business that are based on our beliefs as well as assumptions made by us or based upon information currently available to us. When used in this prospectus, the words anticipate, believe, estimate, expect, intend, may, plan, project, should and similar expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements relating to our performance in Business and Managements Discussion and Analysis of Financial Condition and Results of Operation. These statements reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties. Actual and future



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results and trends could differ materially from those set forth in such statements due to various factors. Such factors include, among others: general economic and business conditions; industry capacity; industry trends; competition; changes in business strategy or development plans; project performance; the commercially viability of our products and offerings; availability, terms, and deployment of capital; and availability of qualified personnel. These forward-looking statements speak only as of the date of this prospectus. Subject at all times to relevant federal and state securities law disclosure requirements, we expressly disclaim any obligation or undertaking to disseminate any update or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

We have received no written comments regarding our periodic or current reports from the staff of the SEC that were issued 180 days or more preceding the end of our 2008 fiscal year that remained unresolved.

ITEM 2.

PROPERTIES

Our corporate headquarters are located in Tunica, Mississippi.

On August 4, 2006, we entered into a lease agreement with MM Industrial Memphis, LLC providing for space for our new corporate headquarters. This space is approximately 6,500 square feet and is located at 2565 Horizon Lake Drive, Suite 110, Memphis, Tennessee 38133. Monthly rent is $4,725 and we have paid a security deposit of approximately $19,000. See Item 3. Legal Proceedings.

ITEM 3.

LEGAL PROCEEDINGS

On or about August 4, 2008, the Company's statutory agent, Corporation Services Company, received a summons and complaint filed by Jeffrey D. Segal, a California Professional Corporation ("Segal") against the Company in the Superior Court of the State of California, for the County of Los Angeles (Case No. SC099177). The action alleges breach of contract and common counts relating to legal services rendered on behalf of the Company beginning in May 2000 until September 2006 for which full payment has not been received. In November 2008, a default judgment was entered against the Company for the total amount owed of $836,786, including general damages, pre-judgment interest, and attorney fees. The outstanding legal fees, including related interest, have been accrued in the accompanying financial statements.

On or about February 11, 2008, the Secretary of State of Delaware received a summons and complaint filed by MM Industrial Memphis, LLC against the Company relating to that certain lease entered into between MM Industrial and the Company for office space located at 2565 Horizon Lake Drive, Suite 110, Memphis, TN 38133. MM Industrial is claiming that the Company breached the lease by abandoning the property and failing to pay rent. MM Industrial seeks judgment of no less than $223,000, plus costs. On or about April 2008, MM Industrial Memphis, LLC was granted a Judgment by Default against the Company in the amount of $223,960.68, plus costs.

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 2008, no matter was submitted to a vote of security holders through the solicitation of proxies or otherwise.







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PART II

ITEM 5.

MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock was recently delisted from the OTC Bulletin Board system due to the Companys inability to file its Securities and Exchange Commission reports in a timely fashion. As such, the Companys common stock is quoted on the pink sheets under the symbol MYRA.PK. The Company hopes to be fully compliant with Securities and Exchange Commission required filings in the near future and will endeavor to get its stock relisted on the OTC Bulletin Board system.

|            |      |  |     
|----------- | ---- |  | ----
|            | 2008
|            | High |  | Low 
|1st Quarter | 0.25 |  | 0.13
|2nd Quarter | 0.20 |  | 0.05
|3rd Quarter | 0.50 |  | 0.03
|4th Quarter | 0.25 |  | 0.05
|            | 2007
|            | High |  | Low 
|1st Quarter | 0.98 |  | 0.31
|2nd Quarter | 0.65 |  | 0.38
|3rd Quarter | 0.55 |  | 0.28
|4th Quarter | 0.38 |  | 0.06

The source of these high and low prices was the OTC Bulletin Board. These quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not represent actual transactions. The high and low prices listed have been rounded up to the next highest two decimal places.

The market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.

HOLDERS OF COMMON STOCK

As of June 19, 2009 there were approximately 555 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 therefore. 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.

DIVIDEND POLICY

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.

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

The following is a list of our securities that have been sold or issued by us during the past three years. Each of these securities was sold without registration under the Securities Act of 1933, in reliance on Section 4(2) of the 1933 Act and the provisions of Regulation D or Regulation S. There were no underwriting discounts or commissions paid in connection with the sale of these securities.



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During fiscal year ended 2005, we sold an aggregate of 1,334,501 shares of our common stock to 34 investors between prices at $0.20 per share and $0.30 per share. The investors represented in writing that they were accredited investors and acquired the securities for their own accounts. A legend was placed on the securities stating that such securities have not been registered under the Securities Act and cannot be sold or otherwise transferred without an effective registration statement covering such shares or the availability of an exemption from the registration requirements of the Securities Act.

During fiscal year ended 2006, we sold an aggregate of 3,545,735 shares of our common stock to 20 investors between prices at $0.20 per share and $0.30 per share. The investors represented in writing that they were accredited investors and acquired the securities for their own accounts. A legend was placed on the securities stating that such securities have not been registered under the Securities Act and cannot be sold or otherwise transferred without an effective registration statement covering such shares or the availability of an exemption from the registration requirements of the Securities Act.

During fiscal year ended 2007, we sold an aggregate of 2,886,750 shares of our common stock to 46 investors at $0.40 per share. The investors represented in writing that they were accredited investors and acquired the securities for their own accounts. A legend was placed on the securities stating that such securities have not been registered under the Securities Act and cannot be sold or otherwise transferred without an effective registration statement covering such shares or an the availability of exemption from the registration requirements of the Securities Act.

ITEM 6.

SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

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 registration statement. 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. The Company undertakes no obligation to update the information contained herein. Forward-looking statements are subject to inherent risks and uncertainties, some of which are summarized in Risk Factors section of this Form 10-K.

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. Our primary operations are intended to be focused on destination experience resorts such as the anticipated Myriad-Tunica project. We may seek opportunities in other areas including casinos, resort amenities and facilities, real estate operations and corporate services; however, we have no current plans to begin implementing these operations and do not have adequate financing available at this time. Further we do not anticipate investing in other companies.

The Company now owns 99% of Myriad-Tunica. We are focused on building the following resort in Tunica, Mississippi:



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·

Six (6) planned casinos;

·

Casino Hotels planned 3,000 rooms;

·

Convention Hotel with 1,200 rooms;

·

Convention Center (600,000 sq. ft.);

·

18-hole signature Golf Course;

·

Water/Snow Park;

·

Mississippi Eye (observatory);

·

Health/Wellness Luxury Spa;

·

Gardens;

·

5,000 seat performance venue;

·

Private labeled restaurants; and

·

Retail Mega Mall with attractions tied to the Casinos and Convention Hotel.

THE TUNICA DESTINATION

The Tunica area has recently added Interstate Highway 69 which cuts the drive time from the Memphis International Airport to Tunica down to 30 minutes. This fact, coupled with the upgrading of the Tunica regional airport for charters and daily flights and by increasing the length of the runway, building a new airport terminal, and seeking funding for additional improvements will be very beneficial to us.

Tunica has nine casino properties, is the one of the top five gaming environments and has several of the nationally famous and successful Casino companies such as Harrahs, MGM, Boyd, Penn National. These properties are upwards of 10 to 12 years old. Our expectations are that this will prompt these companies to invest additional funds into the Tunica properties making the overall Tunica destination even better.

STRATEGIC PLANS

We are in the process of implementing a Sports Branding plan that is expected to further increase the market appeal of our overall Resort both for overnight stays and day visits. The objective of maximizing the market appeal, blending conventions, social guests, sports enthusiasts and casino player appeals to cross selling opportunities and greater potential gross sales per occupied room. This strategy is part of our business plan.

We are seeking the help of several signature golf course architects and builders to implement our golf course. We anticipate working with an Attraction Mall company to tie Retail, Attractions, Restaurants, Casinos, Conventions and Hotels into a smooth synergistic model using Paul Mas design protocol.

RESULTS OF OPERATIONS

Statement of Operations for the Twelve Months Ended December 31, 2008 to December 31, 2007

The Company generated no revenues during the twelve months ended December 31, 2008 and December 31, 2007. We focused on implementing our future plan of operations as described in this Annual Report.

The Companys operating expenses for the twelve months ended December 31, 2008 were $2,518,618 compared to $6,107,568 during the comparable period for 2007. This decrease in operating expenses was primarily attributable to decreased salaries, professional fees, and stock issued for services to consultants. In addition, the Company had salary expense of $1,001,687 in 2008 and $1,448,379 in 2007. This decrease is due to a reduction in the number of employees. The Company also incurred interest expense of $345,804 in 2008 and $164,637 in 2007. The Company had a net loss of $2,864,422, or $(.06) per share, for the year ended December 31, 2008, and a net loss of $6,272,205, or $(.15) per share for the year ended December 31, 2007.

The Companys revenues during 2009 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 2009.



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LIQUIDITY AND CAPITAL RESOURCES

December 31, 2008

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 substantial 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 a negative $10,042,160 as of December 31, 2008 compared to a negative $7,285,994 as of December 31, 2007. This deficit was attributable to an increase in accrued liabilities, accrued legal fees, and including interest. At December 31, 2008, the Company had cash of $2,310.

The Company has historically derived its cash from the sale of shares. In December 2002, 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, 2008, the Company had $17,105 outstanding on this credit facility, bearing interest at a rate of 13.99%.

Net cash used by operating activities was $16,530 for the twelve months ended December 31, 2008, as compared to net cash used by operating activities of $692,918 for the comparable period during 2007. This change was a result of a change in the level of activities in implementing our business plan of developing the Myriad-Tunica resort. Net cash provided by financing activities during the twelve months ended December 31, 2008 was $0, compared to $865,554 in 2007 which consisted of amounts derived from the sale of stock and warrants. We will require significant additional capital to implement the Tunica-Myriad business plan and to finance the implementation of our plan of operations as described in this registration statement. 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. Our working capital and the estimated range of funding needed for our day-to-day operations and to service our debt obligations for the next twelve months is approximately $70 million.

During the fourth quarter of 2006, we entered into an agreement with a related party, and shareholder, whereby $1,050,000 of amounts owed to this individual were converted into the principal face amount of a convertible debenture. This debenture accrues interest at 8 percent (8%) annually and was due in full on September 12, 2007. Further, during 2006, the former Chief Executive Officer, Scott Hawrelechko, contributed 8,963,131 shares of common stock back to the Company which were subsequently cancelled.

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.

LEGAL FEES, INCLUDING ACCRUED INTEREST

We had approximately $1,070,731 due at December 31, 2008 for legal fees for services rendered by our previous attorney. The amount owed accrues interest at ten percent (10%) per year, or approximately $305,087 through December 31, 2008. We consider these fees to be a bill payable and no formal arrangement has been made to service this repayment. We also owed approximately $214,000 to our current attorneys at December 31, 2008.



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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 is 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.

INCOME TAXES

At December 31, 2008, the Company has net operating loss carryforwards estimated to be approximately $13,029,000 for income tax purposes which are set to expire from 2019 to 2024. Upon completion of the Companys income tax returns for the year ended December 31, 2008, there may be adjustments to this estimate of the carryforwards. Under limitations imposed by the Internal Revenue Code Section 382, certain potential changes in ownership of the Company may restrict future utilization of net operating loss carryforwards. However, 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.

Recently Issued Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 enhances existing guidance for measuring assets and liabilities using fair value. Prior to the issuance of SFAS No. 157, guidance for applying fair value was incorporated in several accounting pronouncements. SFAS No. 157 provides a single definition of fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities. SFAS No. 157 also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and sets out a fair value hierarchy with the highest priority being quoted prices in active markets. Under SFAS No. 157, fair value measurements are disclosed by level within that hierarchy. While SFAS No. 157 does not add any new fair value measurements, it does change current practice. Changes to practice include: (1) a requirement for an entity to include its own credit standing in the measurement of its liabilities; (2) a modification of the transaction price presumption; (3) a prohibition on the use of block discounts when valuing large blocks of securities for broker-dealers and investment companies; and (4) a requirement to adjust the value of restricted stock for the effect of the restriction even if the restriction lapses within one year. The Company adopted the provisions of SFAS No. 157 on January 1, 2008. There was no impact on these financial statements as a result of the adoption of the standard.

In February 2007, the FASB issued SFAS No. 159, Establishing the Fair Value Option for Financial Assets and Liabilities. The FASB has issued SFAS No. 159 to permit all entities to choose to elect, at specified election dates, to measure eligible financial instruments at fair value. An entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date, and recognize upfront costs and fees related to those items in earnings as incurred and not deferred. SFAS No. 159 applies to fiscal years beginning after November 15, 2007, with early adoption permitted for an entity that has also elected to apply the provisions of SFAS No. 157, Fair Value Measurements. An entity is prohibited from retrospectively applying SFAS No. 159, unless it chooses early adoption SFAS No. 159 also applies to eligible items existing at November 15, 2007 (or early adoption date). The Company adopted the provisions of SFAS No. 159 on January 1, 2008. There was no impact on these financial statements as a result of the adoption of the standard.

In December 2007, the FASB issued SFAS 141R (revised 2007), Business Combinations. SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, including goodwill, the liabilities assumed and any non-controlling interest in the acquiree. The Statement also establishes disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141R is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The impact of adopting SFAS 141R will be dependent on the future business combinations that the Company may pursue after its effective date.



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In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51. This statement establishes standards that require the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income and that changes in a parent's ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

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 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.

The financial statements and supplementary data required by this Item 8 are listed in Item 15(a) (1) and begin at page F-1 of this Annual Report on Form 10-K.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

ITEM 9A. (T).  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of December 31, 2008, we conducted an evaluation, under the supervision and participation of our management, including the Companys Chairman of the Board and Chief Executive Officer (who is the principal accounting officer) to evaluate the effectiveness of the Companys disclosure controls and procedures and manage the Companys operations as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act.

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Myriad Entertainment & Resorts, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the companys principal executive and principal financial officers and effected by the companys board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

·

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could have a material effect on the financial statements.



17



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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management assessed the effectiveness of the Companys internal control over financial reporting as of December 31, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Inherent in small business is the pervasive problem of segregation of duties. Given that the Company only employs one executive officer, who is a director, complete segregation of duties is not possible at this stage in the corporate lifecycle.

Based on the evaluation, the Companys Chief Executive Officer (who is the principle accounting officer) conducted an evaluation of the Companys effectiveness of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this Annual Report on Form 10-K. Management concluded that there were no matters which would result in more than a remote likelihood that a material misstatement of the annual financial statements would not have been prevented or detected.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.



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PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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. Mr. John Meeske was terminated as the Companys CEO on March 5, 2008, effective immediately, and Messrs. Vaughn and Wayne resigned on March 5, 2008, effective immediately.

The following table sets forth the name, age and position of each of the members of our board of directors, executive officers and promoters as of June 19, 2009:

|                   |  |     |  |                                                          
|------------------ |  | --- |  | ---------------------------------------------------------
|Name               |  | Age |  | Position                                                 
|Nicholas Lopardo   |  | 62  |  | Chairman of the Board and Interim Chief Executive Officer
|Dr. Robert S. Ross |  | 88  |  | Director                                                 
|Dale Cheek         |  | 55  |  | Director                                                 
|Fiona Sutton       |  | 55  |  | Director                                                 
|Paul Ma            |  | 57  |  | Director                                                 
|William J. Callnin |  | 75  |  | Director                                                 

NICHOLAS LOPARDO has been our Chairman of the Board since August 2006 and a member of our Nominating Committee since March 2007. From 2003 to present, Mr. Lopardo is the owner and managing partner of the North Shore Spirit, a minor league baseball team located in Lynn, Massachusetts. From 1987 to 2002, Mr. Lopardo worked at State Street Corporation holding various positions including Vice Chairman and was the Chairman and Chief Executive Officer of State Street Global Advisors, State Street Corporations money management firm. Under Mr. Lopardos guidance, State Street Global Advisors went from managing $18 billion in assets to $727 billion when he retired in 2001, helping grow State Street Global Advisors to be the sixth largest money management company in the world. From 1968 to 1986, Mr. Lopardo worked for Equitable Life and was a senior vice president upon leaving. Mr. Lopardo is the Board Chair of the Susquehanna University and has been inducted into that schools Sports Hall of Fame. He serves on many business, schools and social service boards, including Perkin Elmer, Inc., the Salvation Army, USA Hockey Foundation and Boston Partners in Education. Mr. Lopardo graduated from Susquehanna University in 1968.

DR. ROBERT S. ROSS has served as a Director since 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 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 since 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.

FIONNA SUTTON was appointed a Director on June 21, 2006 and a member of our Nominating Committee since March 2007. Ms. Sutton has been working in the entertainment and recreation industry since 1979, when she was named Chairman and Chief executive of Select Contracts Group gaining a wealth of high quality design, fit-out, business planning and operational experience in the global leisure industry, including theme parks, leisure resorts, water parks and indoor entertainment centers. While at Select Contracts Group, she helped design and build leisure, entertainment, sport and tourism destinations, with the clients operational requirements in mind. Ms. Sutton graduated as a civil/mechanical engineer in 1975 from Manchester University in the United Kingdom before working as a drilling engineer before joining Select Contracts Group.



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PAUL MA was appointed a Director on June 21, 2006. Paul Ma has long been involved in designing resorts around the world. Mr. Ma has helped create designs for the Royal Pacific Resort at Universal Orlando, a Loews Hotel, and Ikspiari, a thriving retail, dining and entertainment development at the heart of the Tokyo Disney Resort, and the design management of the re-branding and re-positioning of the Phoenix Seagaia Resort in Miyazaki, Japan. Mr. Ma has been the Creative Designer for many destination resorts in the Hawaiian islands, including Hotel Hana Maui, the Westin Maui and Hyatt Regency Maui, Marriott Kauai and Hilton Waikoloa Village. Mr. Ma has also worked with CRG Japan in creating a new brand of hotels in both facilities and protocols. He has designed concepts for new-build hotels in Omotesando, Shinjuku, Osaka, Hiroshima, Yokohama Bay Side Marina, the largest marina in Asia, and Minato Mirai, a futuristic new city area in central Yokohama.

WILLIAM CALLNIN was appointed as a Director on June 21, 2006. Since 1990 to Present, Mr. Callnin has been Chairman and Managing Director of Cayuga Hospitality Advisors, Inc. (Cayuga), overseeing and directing day-to-day operations. Cayuga is an international network which markets the professional services of its 150 worldwide members, who provide a wide range of services to the hotel, resort, club, casino and foodservice industries. Mr. Callnin is Managing Director of Cayugas Casino Gaming Group, an international gaming consultancy providing advice and counsel to casino developers and operators in the United States, Asia, Australia, Europe and the Caribbean. He recently completed consulting as the casino expert in the development of a $412 million resort and casino on a 900-acre site in northeastern Pennsylvania, and is currently developing the casino in a major golf-residential resort complex in The Bahamas.From 1978 to 1980 he was Vice President of Operations for Ballys Park Place Casino Hotel where he assisted in the planning, staffing, opening and operation of this $300 million project, with 512 guest rooms, 12 food, beverage and entertainment outlets, and a 60,000 sq. ft. casino, the total facility comprising 1.6 million sq. ft., with 4,200 individually licensed employees. Prior to Ballys, Mr. Callnin spent nine years as senior principal and Regional Director of Management Advisory Services for Laventhol & Horwath, based in Philadelphia. He was responsible for MAS operations in 14 states in the Mid-Atlantic and New England regions.

Significant Employees

ROBERT LEAHY. Mr. Leahy, a successful business leader with more than 20 years of financial experience, joined the Company in November 2006, Mr. Leahy will continue to develop and execute financial strategies to support the Companys new business plan, which focuses Myriads current efforts and resources on the development of the Myriad Resort in Tunica County, Mississippi. From 2001 to 2006, Mr. Leahy served as Vice President and Director of Process Improvement and Reengineering leading key corporate improvement projects including Sarbanes-Oxley Compliance for IT, Business Infrastructure Process Improvement (telecommunications), and a Customer Relationship Management System (CRM) selection project.

Code of Ethics

We have 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 hereunder.

Family Relationships

As of December 31, 2008 there were no family relationships between or among the directors, executive officers or persons nominated or chosen by is to become directors of executive officers.

ITEM 11.

EXECUTIVE COMPENSATION

No compensation was paid by the Company during 2005, 2006, 2007, and 2008 to persons who were employed during such year as (i) the chief executive officer and (ii) an executive (other than the chief executive officer).

Mr. Meeske became our Chief Executive Officer on July 1, 2006. Pursuant to Mr. Meeskes employment agreement, he was to receive a base salary of $250,000 per year, which shall accrue and be paid upon the Company receiving $5 million in financing. In light of Mr. Meeskes recent termination, the Company is evaluating its rights and obligations under his employment agreement.

Mr. Lopardo became our Chairman on August 9, 2006. Pursuant to Mr. Lopardos employment agreement, he is to receive a base salary of $400,000 per year upon the Companys receipt of at least $5 million in financing.



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Executive Compensation

The following table sets forth compensation information for services rendered to us by certain executive officers in all capacities, other than as directors, during the fiscal year ended December 31, 2008. Other than as set forth below, no executive officers salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted, and certain other compensation, if any, whether paid or deferred. Shares issued in lieu of compensation are listed in the year the salary was due.

|                                        |      |      |  |        |  |       |  |              |  |                        |  |                                        |  |                        |  |      
|--------------------------------------- | ---- | ---- |  | ------ |  | ----- |  | ------------ |  | ---------------------- |  | -------------------------------------- |  | ---------------------- |  | -----
|Name and 
Principal Position            |      | Year |  | Salary |  | Bonus |  | Stock
Awards |  | Option/
Warrant
Awards |  | Non-Equity
Incentive
Plan
Compensation |  | All
Other
Compensation |  | Total
|J John Meeske*                          |      | 2007 |  | $0     |  | $0    |  | $0           |  | $0                     |  | $0                                     |  | $0                     |  | $0   
|                                        | 2006 |      |  |        |  |       |  |              |  |                        |  |                                        |  |                        | 
|Nicholas Lopardo                        |      | 2008 |  | $0(1)  |  | $0    |  | $0           |  | $0                     |  | $0                                     |  | $0                     |  | $0   
|Chairman of the Board and Interim CEO** |      | 2007 |  |        |  |       |  |              |  |                        |  |                                        |  |                        |  |      
|                                        | 2006 |      |  |        |  |       |  |              |  |                        |  |                                        |  |                        | 



*

Mr. Meeske was terminated in March 2008.

**

Mr. Lopardo became the Companys Interim CEO in March 2008, upon the termination of Mr. Meeske.

(1)

Mr. Lopardo became our Chairman on August 9, 2006. Pursuant to Mr. Lopardo's employment agreement, he is to receive a base salary of $400,000 per year upon the Company's receipt of at least $5 million in financing. Pursuant to M. Lopardo's employment agreement, he is to receive 6,000,000 shares of restricted common stock. On August 9, 2006, Myriad and Nicholas A. Lopardo, the Companys Interim Chief Executive Officer and Chairman of the Board, entered into an Employment Agreement (2006 Agreement), providing for the terms and conditions of Mr. Lopardos employment. On June 23 , 2008, the Board of Directors of the Company approved an amendment No. 1 to the 2006 Agreement, effective July 16, 2008 (Amended Agreement). Pursuant to the Amended Agreement, Mr. Lopardo shall maintain his position as a Member of the Board of Directors of Myriad, and, if elected, serve as its Chairman. The term of Mr. Lopardos Amended Agreement is three years.. Mr. Lopardo shall earn a base salary of $400,000 per year, payable upon the Company securing adequate financing. Mr. Lopardo is entitled to receive an annual incentive bonus. Within thirty (30) days of the Effective Date, the Company shall grant Mr. Lopardo three million (3,000,000) shares of restricted common stock in the Company. Mr. Lopardo shall be granted one million (1,000,000) shares of restricted common stock on each of the first, second and third anniversaries of the date of the Amended Agreement. Further, Mr. Lopardo is entitled to the Financing Bonus as provided in the 2006 Agreement.

There were no option grants during 2008.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the amount of our executive officers equity-based compensation outstanding at the fiscal year ended December 31, 2008.

|                 |  |                                                                 |  |                                                                                           |  |                       |  |                        |  |                                                         |  |                                                      |  |                                                                                             |  |                                                                                                        
|---------------- |  | --------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- |  | --------------------- |  | ---------------------- |  | ------------------------------------------------------- |  | ---------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------
|Name             |  | Number of Securities Underlying Unexercised Options Exercisable |  | Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options |  | Option Exercise Price |  | Option Expiration Date |  | Number of Shares or Units of Stock That Have Not Vested |  | Market Value of Shares or Units That Have Not Vested |  | Equity Inventive Plan Awards: Number of Unearned Units or Other Rights That Have Not Vested |  | Equity Incentive Plan Awards: Market or Payout Value Shares Units, or Other Rights That Have Not Vested
|John Meeske      |  |                                                                 |  |                                                                                         |  |                     |  |                        |  |                                                       |  |                                                    |  |                                                                                           |  |                                                                                                      
|Nicholas Lopardo |  |                                                                 |  |                                                                                         |  |                     |  |                        |  |                                                       |  |                                                    |  |                                                                                           |  |                                                                                                      





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COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS:

BOARD OF DIRECTORS

The Companys Board of Directors held a Board Meeting in March 5th, 2008.

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 Audit Committee currently consists of (3) members: Bill Callnin, Chairman, Nicholas Lopardo and Robert Leahy. 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.

NOMINATING AND COMPENSATION COMMITTEE

Our Nominating and Compensation Committees main function is (i) to review and recommend to our board compensation and equity plans, policies and programs and approve executive officer compensation, and (ii) to review and recommend to our board the nominees for election as directors of the company and to review related Board development issues including succession planning and evaluation. The members of our Compensation and Nominating Committee are Dale Cheek and Fiona Sutton, each of whom is a non-employee member of our board of directors.

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. Upon appointment to the board, each director received 25,000 shares of our restricted common stock.

EMPLOYMENT AGREEMENTS

On August 9, 2006, Myriad and Nicholas A. Lopardo, the Companys Interim Chief Executive Officer and Chairman of the Board, entered into an Employment Agreement (2006 Agreement), providing for the terms and conditions of Mr. Lopardos employment. On June 23 , 2008, the Board of Directors of the Company approved an amendment No. 1 to the 2006 Agreement, effective July 16, 2008 (Amended Agreement). Pursuant to the Amended Agreement, Mr. Lopardo shall maintain his position as a Member of the Board of Directors of Myriad, and, if elected, serve as its Chairman. The term of Mr. Lopardos Amended Agreement is three years.

Mr. Lopardo shall earn a base salary of $400,000 per year, payable upon the Company securing adequate financing. Mr. Lopardo is entitled to receive an annual incentive bonus. Within thirty (30) days of the Effective Date, the Company shall grant Mr. Lopardo three million (3,000,000) shares of restricted common stock in the Company. Mr. Lopardo shall be granted one million (1,000,000) shares of restricted common stock on each of the first, second and third anniversaries of the date of the Amended Agreement. Further, Mr. Lopardo is entitled to the Financing Bonus as provided in the 2006 Agreement.

On November 1, 2006, the Company and Robert M. Leahy entered into an Employment Agreement (2006 Leahy Agreement), providing for the terms and conditions of Mr. Leahys employment. On June 23, 2008, the Board of Directors of the Company approved an amendment No. 1 to the 2006 Leahy Agreement, effective July 1, 2008 (Amended Leahy Agreement). Pursuant to the Amended Leahy Agreement Mr. Leahy shall continue to serve as Myriads Executive Vice President of Finance. The term of the Amended Leahy Agreement is three years. Mr. Leahy shall earn a base salary of $225,000 per year, payable upon the Company securing adequate financing. Mr. Leahy is entitled to receive an annual incentive bonus. Upon execution of the Amended Leahy Agreement the Company granted Mr. Leahy an option to purchase from the Company, 1,750,000 shares of the Companys common stock, at an exercise price of $.15 per share. The option terminates on June 30, 2018.

STOCK OPTION PLANS



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2000 Incentive Stock Plan

Our 2000 stock plan provides for the grant of incentive stock options to employees and no statutory 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.

In November 2006, the Company granted the right to purchase 250,000 shares of common stock with an exercise price of $0.21 and on July 1, 2008 the Company granted the right to purchase 1,750,000 shares of common stock with an exercise price of $0.15 to an employee in connection with an employment agreement. The November 2006 right to purchase option; one-third of the rights vest immediately, with the remainder vesting on an annual basis over the next two years. On the July 1, 2008 right to purchase option, all rights vested immediately. The Company calculated the value of the stock award using the Black-Scholes model.

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. 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.

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.



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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, a former Director did not file SEC Form 4 for the initial sale of common stock, which was done without exemption under the Securities Act of 1933, as amended, and during a Company imposed Blackout period and the subsequent repurchase of those shares. 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.

ITEM 12.

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 13, 2009, 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 13, 2009, 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 48,671,821 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 Entertainment and Resorts, Inc., P.O Box 100, Tunica, Mississippi 38676.

|                                                            |  |                  |  |                         
|----------------------------------------------------------- |  | ---------------- |  | ------------------------
|Name of Shareholder                                         |  | Number
of Shares |  | Percent of 
Common Stock
|                                                            |  |                  |  |                         
|Nick Lopardo(1)                                             |  | 3,000,000        |  | 6.2%                    
|Dr. Robert S. Ross                                          |  | 100,000          |  | *                       
|Dale Cheek                                                  |  | 1,000,000        |  | 2.1%                    
|Fiona Sutton                                                |  | 75,000           |  | *                       
|Paul Ma                                                     |  | 75,000           |  | *                       
|William J. Callnin                                          |  | 75,000           |  | *                       
|                                                            |  |                  |  |                         
|All executive officers and directors as a group (6 persons) |  | 4,325,000        |  | 8.9%                    



*

Less than one percent.

(1)

Pursuant to Mr. Lopardos Employment Agreement, we are entitled to issue him up to 6,000,000 shares of our Restricted Common Stock.



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ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

On October 13, 2006, we executed a Consulting Agreement with Mr. Larson Elmore, our former project manager. Pursuant to the Agreement, Mr. Elmore was to provide certain management services and advice to us in connection with our Myriad-Tunica project. Mr. Elmore was to receive $150,000 per year for four years; such amount to accrue until we have sufficient funds to pay him. Further, Mr. Elmore was to receive a development fee equal to one and a half percent of the total amount received pursuant to one or more loans for the construction and development of the project. As of January 2007, the Company terminated this consulting agreement with Mr. Elmore.

On October 13, 2006, we issued an eight percent (8%) Convertible Debenture and Warrant to Mr. Larson Elmore. The Debenture is in the principal face amount of $1,050,000, subject to certain conditions, and is due on or before October 13, 2007. The Conversion price of the Debenture is $0.10 per share. Mr. Elmore was granted certain registration rights relating to the shares of common stock underlying the Debenture. Further, we issued to Mr. Elmore a five-year warrant to purchase 5,000,000 shares of our common stock at varying exercise prices between $0.30 and $3.00 per share. As of March 2008, the Company is substantiating the actual principal amount it is obligated to pay to Mr. Elmore.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table represents fees billed for professional audit services rendered by Frost PLLC, our principal accountants, for the years ended December 31, 2008 and December 31, 2007.

|                      |  |      |        |      |   |       
|--------------------- |  | ---- | ------ | ---- | - | ------
|                      |  | 2008 |        | 2007
|Audit fees(1)         |  | $    | 54,108 |      | $ | 55,500
|Audit related fees(2) |  | $    | 0      |      | $ | 0     
|Tax fees(2)           |  | $    | 0      |      | $ | 0     
|All other fees(2)     |  | $    | 0      |      | $ | 0     
|                      |  |      |        |      |   |       



(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)  Frost PLLC did not bill the Company for any other services in calendar years 2008 and 2007.

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



25



---

PART IV

ITEM 15.

EXHIBITS

(a)  Financial Statements and Schedules. The Financial Statements and Schedules required to be filed hereunder are enclosed on Pages F-1 through F-17.

(b)  Reports on Form 8-K.

31.1 Certification Pursuant to Securities Exchange Act Rule 13/15(d)

32.1 Certification Pursuant to Securities Exchange Act Rule 13/15(d)

(a)  Exhibits



|                |                                                                                                                                                                                                                                                       | 
|--------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                |                                                                                                                                                                                                                                                      
|Exhibits Number | Description                                                                                                                                                                                                                                          
|2.1             | Securities Purchase Agreement between the Registrant and Scott Hawrelechko, dated June 22, 2004 (filed as Exhibit 2.1 to the Annual Report on Form 10-KSB for year ended December 31, 2004, filed May 16, 2005 and incorporated herein by reference)*
|3.1             | Amended and Restated Certificate of Incorporation of Registrant (filed as Exhibit 3(i).1 to Annual Report on Form 10-KSB for year ended December 31, 2004, filed May 16, 2005 and incorporated herein by reference) *                                
|3.2             | Amended and Restated By-Laws of Registrant (filed as Exhibit 3.11.1 to Annual Report on Form 10-KSB for year ended December 31, 2004, and incorporated herein by reference) *                                                                        
|10.6            | Subscription for Shares by and between the Registrant and various Subscribers (filed as Exhibit 10.2 to Quarterly Report on Form 10-QSB for the quarter ended June 30, 2005, filed on November 3, 2005 and incorporated herein by reference)*        
|10.7            | Securities Purchase Agreement by and between the Registrant and various Subscribers (filed as Exhibit 10.1 to Quarterly Report on Form 10-QSB for the quarter ended June 30, 2005, filed on November 3, 2005 and incorporated herein by reference)*  
|10.8            | First Amended and Restated 2000 Stock Incentive Plan Subscribers (filed as Exhibit 10.1 to Annual Report on Form 10-KSB for the year ended December 31, 2004, filed on May 16, 2005 and incorporated herein by reference)*                           
|10.9            | Employment Agreement of John Meeske, dated January 3, 2006 and addendum thereto, dated July 25, 2006 (filed as Exhibit 10.9 and incorporated herein by reference)                                                                                    
|10.10           | Amended and restated Investment Agreement between the Company and Dutchess dated August 3, 2006 (filed as Exhibit 10.10 and incorporated herein by reference)                                                                                        
|10.11           | Lease Agreement between the Company and MM Industrial Memphis, LLC dated August 4, 2006 (filed as Exhibit 10.11 and incorporated herein by reference)                                                                                                
|10.12           | Employment Agreement between the Company and Mr. Nick Lopardo dated August 9, 2006 (filed as Exhibit 10.12 and incorporated herein by reference)                                                                                                     
|10.13           | Consulting Agreement between the Company and Larson Elmore, dated October 13, 2006 (filed as Exhibit 10.13 to the Companys Registration Statement on Form SB-2)*                                                                                    
|10.14           | 8% Convertible Debenture, dated October 13, 2006 (filed as Exhibit 10.14 to the Companys Registration Statement on Form SB-2)*                                                                                                                      
|10.15           | Warrant for the purchase of Common Stock, dated October 13, 2006 (filed as Exhibit 10.15 to the Companys Registration Statement on Form SB-2)*                                                                                                      
|10.16           | Consent of the Members of Myriad World Resorts of Tunica, LLC, dated October 16, 2006 (filed as Exhibit 10.13 to the Companys Registration Statement on Form SB-2)                                                                                  





26



---



|     |                                                                                                                                                                                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|21   | List of Subsidiaries Subscribers (filed as Exhibit 21.1 to Annual Report on Form 10-KSB for the year ended December 31, 2005, filed on March 31, 2006 and incorporated herein by reference)*
|31.1 | Certification of Chief Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                         
|32.1 | Certification of Chief Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350                                                                                



*

Previously filed as indicated therein.

(1)

Filed herewith







27



---

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 July 1, 2009.

| |                                      |                                                                            
| | ------------------------------------ | ---------------------------------------------------------------------------
| | MYRIAD ENTERTAINMENT & RESORTS, INC.
| |                                      |                                                                            
| |                                      |                                                                            
| | By:                                  | /s/ NICHOLAS LOPARDO                                                       
| |                                      | Nicholas Lopardo
Chairman of the Board and 
Interim Chief Executive Officer
| |                                     

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

|                      |  |                                 |  |             
|--------------------- |  | ------------------------------- |  | ------------
|Signature             |  | Title                           |  | Date        
|/s/NICKLOPARDO        |  | Chairman of the Board and       |  |             
|Nick Lopardo          |  | Interim Chief Executive Officer |  | July 1, 2009
|                      |  |                                 |  |             
|/s/FIONASUTTON        |  | Director                        |  | July 1, 2009
|Fiona Sutton          |  |                                 |  |             
|                      |  |                                 |  |             
|/s/PAULMA             |  | Director                        |  | July 1, 2009
|Paul Ma               |  |                                 |  |             
|                      |  |                                 |  |             
|/s/WILLIAM J. CALLNIN |  | Director                        |  | July 1, 2009
|William J. Callnin    |  |                                 |  |             
|                      |  |                                 |  |             
|/s/DALE CHEEK         |  | Director                        |  | July 1, 2009
|Dale Creek            |  |                                 |  |             
|                      |  |                                 |  |             
|/s/Dr. ROBERT S. ROSS |  | Director                        |  | July 1, 2009
|Dr. Robert S. Ross    |  |                                 |  |             





28



---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

December 31, 2008

Consolidated Financial Statements

With

Report of Independent Registered

Public Accounting Firm



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 









---

Report of Independent Registered Public Accounting Firm

Board of Directors

Myriad Entertainment and Resorts, Inc.

and Subsidiaries

Memphis, Tennessee

We have audited the accompanying consolidated balance sheet of Myriad Entertainment and Resorts, Inc. and Subsidiaries (the Company) as of December 31, 2008 and the related consolidated statements of operations, stockholders deficit and cash flows for each of the two years in the period 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 audits 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 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, 2008 and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming 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 12. 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.

Certified Public Accountants

\s\ Frost, PLLC

Certified Public Accountants

July 1, 2009



F-1



---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Consolidated Balance Sheet

December 31, 2008

|                                                      |   |              | 
|----------------------------------------------------- | - | ------------ | 
|                                                      |   |              | 
|                                                      |   |              | 
|Assets                                                |   |              | 
|Current assets                                        |   |              | 
|Cash                                                  | $ | 2,310        | 
|Total current assets                                  |   | 2,310        | 
|                                                      |   |              | 
|Non-current assets                                    |   |              | 
|Land deposits                                         |   | 200,000      | 
|Property and equipment, net                           |   | 1,022        | 
|Due from shareholder                                  |   | 39,771       | 
|Other assets                                          |   | 18,663       | 
|Total non-current assets                              |   | 259,456      | 
|                                                      |   |              | 
|Total assets                                          | $ | 261,766      | 
|                                                      |   |              | 
|                                                      |   |              | 
|Liabilities and Stockholders' Deficit                 |   |              | 
|                                                      |   |              | 
|Current liabilities                                   |   |              | 
|Accounts payable                                      | $ | 3,695,578    | 
|Accrued liabilities                                   |   | 3,690,454    | 
|Due to stockholder                                    |   | 31,663       | 
|Short-term borrowings                                 |   | 17,105       | 
|Accrued legal fees, including interest                |   | 1,070,731    | 
|Convertible debenture                                 |   | 1,538,939    | 
|Total current liabilities                             |   | 10,044,470   | 
|                                                      |   |              | 
|Stockholders' deficit                                 |   |              | 
|Common stock, par value $.001; authorized 300,000,000 |   |              | 
|shares; issued and outstanding 48,671,821 shares      |   | 48,672       | 
|Additional paid-in capital                            |   | 8,251,240    | 
|Accumulated deficit                                   |   | (18,082,616) | 
|Total stockholders' deficit                           |   | (9,782,704)  | 
|                                                      |   |              | 
|Total liabilities and stockholders' deficit           | $ | 261,766      | 



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



F-2



---



MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Consolidated Statement of Operations

For the Years Ended December 31, 2008 and 2007

|                                        |      |             |      |   |             | 
|--------------------------------------- | ---- | ----------- | ---- | - | ----------- | 
|                                        | 2008 |             | 2007 |  
|Operating revenues                      |      |             |      |   |             | 
|Fees billed                             | $    |           |      | $ |           | 
|                                        |      |             |      |   |             | 
|Operating expenses                      |      |             |      |   |             | 
|Salaries                                |      | 1,001,687   |      |   | 1,448,379   | 
|Stock issued for services               |      |           |      |   | 1,081,629   | 
|Professional fees and contract services |      | 1,122,750   |      |   | 2,661,384   | 
|Other expenses                          |      | 394,181     |      |   | 666,250     | 
|Asset impairment                        |      |           |      |   | 249,926     | 
|Total operating expenses                |      | 2,518,618   |      |   | 6,107,568   | 
|                                        |      |             |      |   |             | 
|Net loss from operations                |      | (2,518,618) |      |   | (6,107,568) | 
|                                        |      |             |      |   |             | 
|Other expense                           |      |             |      |   |           | 
|Interest expense                        |      | (345,804)   |      |   | (164,637)   | 
|Total other expenses                    |      | (345,804)   |      |   | (164,637)   | 
|                                        |      |             |      |   |             | 
|Net loss before income taxes            |      | (2,864,422) |      |   | (6,272,205) | 
|                                        |      |             |      |   |             | 
|Income tax benefit                      |      |           |      |   |           | 
|                                        |      |             |      |   |             | 
|Net loss                                | $    | (2,864,422) |      | $ | (6,272,205) | 
|                                        |      |             |      |   |             | 
|Net loss per common share:              |      |             |      |   |             | 
|Basic                                   | $    | (0.06)      |      | $ | (0.15)      | 
|Diluted                                 | $    | (0.06)      |      | $ | (0.15)      | 
|                                        |      |             |      |   |             | 
|Weighted-average shares outstanding:    |      |             |      |   |             | 
|Basic                                   |      | 47,722,646  |      |   | 41,365,550  | 
|Diluted                                 |      | 47,722,646  |      |   | 41,365,550  | 





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



F-3



---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Consolidated Statement of Stockholders Deficit

For the Years Ended December 31, 2008 and 2007

|                                                      |             |        |   |         |                            |   |                     |  |                             |              |  |   |            
|----------------------------------------------------- | ----------- | ------ | - | ------- | -------------------------- | - | ------------------- |  | --------------------------- | ------------ |  | - | -----------
|                                                      |             |        |   |         | Additional
Paid-in
Capital |   | Accumulated
Deficit |  | Total
Stockholders'
Deficit
|Common Stock                                         
|Shares                                                |             | Amount
|Balance - January 1, 2007                             | 38,210,071  |        |   | 38,210  |                            | $ | 5,843,793           |  | $                           | (8,945,989)  |  | $ | (3,063,986)
|                                                      |             |        |   |         |                            |   |                     |  |                             |              |  |   |            
|Stock issued for services                             | 4,050,000   |        |   | 4,050   |                            |   | 1,077,579           |  |                             |             |  |   | 1,081,629  
|                                                      |             |        |   |         |                            |   |                     |  |                             |              |  |   |            
|Stock issued for cash                                 | 2,886,750   |        |   | 2,887   |                            |   | 751,025             |  |                             |             |  |   | 753,912    
|                                                      |             |        |   |         |                            |   |                     |  |                             |              |  |   |            
|Warrants issued for cash                              |            |        |   |        |                            |   | 111,642             |  |                             |             |  |   | 111,642    
|                                                      |             |        |   |         |                            |   |                     |  |                             |              |  |   |            
|Stock issued for   acquisition                        | 250,000     |        |   | 250     |                            |   | 99,750              |  |                             |             |  |   | 100,000    
|                                                      |             |        |   |         |                            |   |                     |  |                             |              |  |   |            
|Stock issued to directors                             | 125,000     |        |   | 125     |                            |   | 53,125              |  |                             |             |  |   | 53,250     
|                                                      |             |        |   |         |                            |   |                     |  |                             |              |  |   |            
|Vesting of stock options                              |            |        |   |        |                            |   | 11,504              |  |                             |             |  |   | 11,504     
|                                                      |             |        |   |         |                            |   |                     |  |                             |              |  |   |            
|Net loss                                              |            |        |   |        |                            |   |                    |  |                             | (6,272,205)  |  |   | (6,272,205)
|                                                      |             |        |   |         |                            |   |                     |  |                             |              |  |   |            
|Balance - December 31, 2007                           | 45,521,821  |        | $ | 45,522  |                            | $ | 7,948,418           |  | $                           | (15,218,194) |  | $ | (7,224,254)
|                                                      |             |        |   |         |                            |   |                     |  |                             |              |  |   |            
|Stock issued to directors
and officers                | 4,150,000   |        |   | 4,150   |                            |   | 293,850             |  |                             |              |  |   | 298,000    
|                                                      |             |        |   |         |                            |   |                     |  |                             |              |  |   |            
|Vesting of stock options                              |             |        |   |         |                            |   | 77,972              |  |                             |              |  |   | 77,972     
|                                                      |             |        |   |         |                            |   |                     |  |                             |              |  |   |            
|Cancellation of shares
issued to director and
officer | (1,000,000) |        |   | (1,000) |                            |   | (69,000)            |  |                             |              |  |   | (70,000)   
|Net loss                                              |             |        |   |         |                            |   |                     |  |                             | (2,864,422)  |  |   | (2,864,422)
|                                                      |             |        |   |         |                            |   |                     |  |                             |              |  |   |            
|Balance - December 31, 2008                           | 48,671,821  |        | $ | 48,672  |                            | $ | 8,251,240           |  | $                           | (18,082,616) |  | $ | (9,782,704)
|                                                      |             |        |   |         |                            |   |                     |  |                             |              |  |   |            





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



F-4



---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Consolidated Statement of Cash Flow

For the Years Ended December 31, 2008 and 2007



|                                                          |      |             |      |   |            
|--------------------------------------------------------- | ---- | ----------- | ---- | - | -----------
|                                                          | 2008 |             | 2007
|Cash flows from operating activities                      |      |             |      |   |            
|Net loss                                                  | $    | (2,864,422) |      | $ | (6,272,205)
|Adjustments to reconcile net loss to net cash             |      |             |      |   |            
|used by operating activities                              |      |             |      |   |            
|Asset impairment                                          |      |            |      |   | 249,926    
|Depreciation and amortization                             |      | 1,784       |      |   | 21,785     
|Beneficial conversion feature associated with
debenture   |      | 23,365      |      |   | 20,940     
|Stock issued for compensation and services                |      |            |      |   | 1,081,629  
|Stock issued to directors and officers, net               |      | 228,000     |      |   | 53,250     
|Vesting of stock options                                  |      | 77,972      |      |   | 11,504     
|Changes in operating assets and liabilities               |      |             |      |   |            
|Other assets                                              |      | 500         |      |   | (19,163)   
|Accounts payable                                          |      | 840,729     |      |   | 1,960,639  
|Accrued liabilities                                       |      | 1,398,938   |      |   | 2,143,658  
|Accrued legal fees, including interest                    |      | 276,604     |      |   | 55,119     
|Net cash used by operating activities                     |      | (16,530)    |      |   | (692,918)  
|                                                          |      |             |      |   |            
|Cash flows from investing activities                      |      |             |      |   |            
|Acquisition of company, net of cash acquired              |      |            |      |   | 9,610      
|Deposits for land                                         |      |            |      |   | (162,216)  
|Purchase of equipment                                     |      |            |      |   | (1,230)    
|Net cash used by investing activities                     |      |            |      |   | (153,836)  
|                                                          |      |             |      |   |            
|Cash flows from financing activities                      |      |             |      |   |            
|Issuance of stock and warrants                            |      |            |      |   | 865,554    
|Net cash provided by financing activities                 |      |            |      |   | 865,554    
|                                                          |      |             |      |   |            
|Net increase (decrease) in cash                           |      | (16,530)    |      |   | 18,800     
|                                                          |      |             |      |   |            
|Cash - beginning of year                                  |      | 18,840      |      |   | 40         
|                                                          |      |             |      |   |            
|Cash  end of year                                        | $    | 2,310       |      | $ | 18,840     
|                                                          |      |             |      |   |            
|Supplementary disclosures of cash flow information        |      |             |      |   |            
|Shares issued in conjunction with acquisition of
business | $    |            |      | $ | 100,000    
|Cash paid during the year for interest                    | $    |            |      | $ |           
|Conversion of accounts payable to debenture               | $    | 534,637     |      | $ |           
|Payment of land deposits by officer of Company            | $    | 200,000     |      | $ |           





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



F-5



---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2008

1.

Summary of Significant Accounting Policies

This summary of significant accounting policies of Myriad Entertainment and Resorts, Inc. (the Company) and its subsidiaries is presented to assist in understanding the Companys consolidated financial statements. 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.

Nature of the business  Myriad Entertainment and Resorts, Inc. 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. The Company owns, through its wholly owned subsidiary, MER Resorts, Inc., a Delaware corporation, a ninety-nine percent (99%) interest in Myriad World Resorts of Tunica, LLC (Myriad-Tunica), a Mississippi limited liability company. Effective July 6, 2004, pursuant to the terms of the Securities Purchase Agreement dated June 22, 2004, with Scott Hawrelechko, the former Chairman. Mr. Hawrelechko acquired 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 33% interest in Myriad-Tunica. On October 18, 2006, certain members of Myriad-Tunica transferred an aggregate of 66% of the limited liability company membership interests to the Company. The Company is the sole manager of Myriad-Tunica and is responsible for the day-to-day operations of that entity; the other member of Myriad-Tunica does not have the authority to manage the operation of Myriad-Tunica.

The Companys immediate business objective is to implement the business plan of Myriad-Tunica. The implementation of the Myriad-Tunica business plan will consist of, among other things, securing financing for the project, coordinating design concepts and structures, retaining general contractors, marketing of the resort and hiring qualified individuals. Myriad-Tunica is currently engaged in the very early stages of development of a planned 513-acre resort, casino and championship golf course in Tunica County, Mississippi.

On January 19, 2007, the Company entered into an agreement to acquire 100% of the issued and outstanding limited liability company membership interests of Club Concepts Consulting, LLC (Club Concepts). Club Concepts is a marketing and training firm which works with developers and managers on the development and implementation of key marketing, training and sales initiatives.

Principles of consolidation The consolidated financial statements include the accounts of the Company and its 99% owned subsidiary Myriad-Tunica, and its wholly owned subsidiary Club Concepts. Myriad Golf Resorts, Inc. (Myriad-Golf) is a 1% partner in Myriad-Tunica. All intercompany balances have been eliminated in consolidation.

Cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2008, the Company had no cash equivalents.

Land Deposits - Land deposits consist of deposits made to secure certain land for the construction of the Companys first destination resort, pursuant to a land purchase agreement. If the land purchase agreement is not consummated, these deposits will be expensed.

Depreciation and asset impairments The Companys equipment is depreciated using the straight-line method over the estimated useful lives of property and equipment. 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-6



---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2008

1.

Summary of Significant Accounting Policies (cont.)

Management periodically evaluates certain long-lived assets for potential impairments. During the year ended December 31, 2007, management determined the land deposits and intangible relating to the Club Concepts acquisition were impaired. Consequently, these assets were adjusted to zero value in the consolidated balance sheet and an impairment charge of $249,926 was recorded. See further discussion in Note 2 and Note 7.

Revenue recognition  The Company did not earn any revenue for the years ended December 31, 2008 or 2007.

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.

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.

Accounting for stock-based compensation  Effective January 1, 2006, the Company began accounting for its share-based payments in accordance with SFAS No. 123(R), Share-Based Payment. SFAS No. 123(R) requires that share-base payments, including shares issued for services, stock option grants or other equity-based incentives or payments be recognized for financial reporting purposes based on the fair value of the instrument issued or granted. Prior to January 1, 2006, the Company applied the provisions of Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees. At the date of adoption, there were no stock awards outstanding.

Stock compensation expense during the current period represents compensation expense for the share-based awards granted subsequent to January 1, 2006 based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123(R). As stock compensation expense recognized in the statement of operations is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures (which are currently estimated to be minimal). SFAS No. 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Companys determination of estimated fair value of share-based awards utilizes the Black-Scholes option-pricing model. The Black-Scholes model is affected by the Companys stock price and includes assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, expected stock price volatility over the term of the awards, and the actual and projected employee stock option exercise behaviors.

Fair Value Measurements -In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS No. 157), which establishes a hierarchy to be used in performing measurements of fair value. SFAS No. 157 emphasizes that fair value should be determined from the perspective of a market participant while also indicating that valuation methodologies should first reference available market data before using internally developed assumptions. Additionally, SFAS No. 157 provides expanded disclosure requirements regarding the effects of fair value measurements on the financial statements. This statement applies whenever other standards require or permit assets and liabilities to be measured at fair value. This statement does not mandate the use of fair value in any circumstance. The Company adopted SFAS No. 157 on January 1, 2008. The adoption of SFAS No. 157 did not have a material impact on the financial position or results of operations of the Company.



F-7



---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2008

1.

Summary of Significant Accounting Policies (cont.)

In accordance with SFAS No. 157, the following table represents the Companys fair value hierarchy for its financial asset (cash) measured at fair value on a recurring basis as of December 31, 2008:

|      |                                                                |  |                                               |  |                                           |  |                           
|----- | -------------------------------------------------------------- |  | --------------------------------------------- |  | ----------------------------------------- |  | --------------------------
|      |                                                                |  |                                               |  |                                           |  |                           
|      | Quoted Prices in
Active Markets for
Identical Assets
(Level 1) |  | Significant Other
Observable
Inputs
(Level 2) |  | Significant
Unobservable
Inputs
(Level 3) |  | Total at
December 31, 2008
|Cash  | $        2,310                                                 |  | $       0                                     |  | $         0                               |  | $        2,310            
|Total | $        2,310                                                 |  | $       0                                     |  | $         0                               |  | $        2,310            



In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159), which allows an irrevocable election to measure certain financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with unrealized gains and losses recognized currently in earnings. Under SFAS No. 159, the fair value option may only be elected at the time of initial recognition of a financial asset or financial liability or upon the occurrence of certain specified events. SFAS No. 159 requires that assets and liabilities which are measured at fair value be reported in the financial statements in a manner that separates those fair values from the carrying amounts of similar assets and liabilities which are measured using another measurement attribute. SFAS No. 159 also provides expanded disclosure requirements regarding the effects of electing the fair value option on the financial statements. The Company adopted SFAS No. 159 on January 1, 2008. The adoption of SFAS No. 159 did not have an impact on the financial position or results of operations of the Company.

New accounting pronouncements  In December 2007, the FASB issued Statement No. 141(R), Business Combinations (Statement 141R), which replaces Statement No. 141, Business Combinations (Statement 141). Statement 141R retains the fundamental requirements in Statement 141 that the acquisition method of accounting (formerly referred to as purchase method) be used for all business combinations and that an acquirer be identified for each business combination. Statement 141R defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as of the date that the acquirer achieves control. Statement 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values. Statement 141R requires the acquirer to account for acquisition related costs and restructuring costs separately from the business combination as period expense. Statement 141R is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of Statement 141R is not expected to have a material impact on the financial position or results of operations of the Company.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51. This statement establishes standards that require the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled and presented in the consolidated statement of financial position within equity, but separate from the parents equity. Statement 160 requires the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income. In addition, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary shall be initially measured at fair value, with the gain or loss on the deconsolidation of the subsidiary measured using the fair value of any noncontrolling equity investment rather than the carrying amount of that retained investment. Statement 160 clarifies that changes in a parents ownership in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest.



F-8



---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2008

1.

Summary of Significant Accounting Policies (cont.)

Statement 160 includes expanded disclosure requirements regarding the interests of the parent and it noncontrolling interest. Statement 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The Company is currently in the process of evaluating the impact of adopting Statement 160 on its financial statements.

In May 2008, the FASB issued SFAS 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS 162 will be effective 60 days following the SECs approval of the Public Company Accounting Oversight Board amendment to AU 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company does not expect the implementation of SFAS 162 to have a material impact on its consolidated financial statements.

2.

Corporate Restructuring and Business Acquisition

During September 2006, the Company began to restructure its operations in order to facilitate the development of the Myriad-Tunica project. This restructuring included the following key activities:

·

Moving the corporate headquarters from Edmonton, Alberta, Canada to Memphis, Tennessee, U.S.A.

·

Resignation of the former Chief Executive Officer (“CEO”) of the Company

·

The addition of several new positions within the Company

·

Contribution of 66% of the equity of Myriad-Tunica held by the former CEO and former project manager to the Company

·

Contribution by the former CEO of 8,963,131 shares of common stock to the Company which were then subsequently canceled

The Company evaluated the contribution of 66% of the equity of Myriad-Tunica by the former CEO and former project manager and concluded that it represented a common control transaction as defined by SFAS No. 141 and the American Institute of Certified Public Accountants (AICPA) Interpretation No. 39 of APB Opinion No. 16, Transfers and Exchanges Between Companies Under Common Control, which states that assets and liabilities transferred between entities under common control should be accounted for at historical cost in a manner similar to that in pooling of interests accounting. Accordingly, the assets and liabilities of Myriad-Tunica have been recorded at book value. In addition, the consolidated financial statements presented have be restated to reflect Myriad-Tunica as consolidated subsidiary as of the earliest period presented.

No consideration was provided to the former CEO in exchange for the 8,963,131 shares that were contributed and subsequently canceled. This transaction is reflected in the statement of stockholders deficit as a reduction in shares outstanding. There was no impact to the results of operations of the Company as a result of the contribution of these shares.

On January 19, 2007, the Company entered into an agreement to acquire 100% of the issued and outstanding limited liability company membership interests of Club Concepts in exchange for 250,000 shares of the Companys common stock with a fair value of $100,000. The fair value of the shares was determined based upon the closing price of the shares as of the date of the acquisition. Club Concepts is an innovative marketing firm purchased by Myriad Entertainment and Resorts to work with developers and managers on the consultation, development, training and implementation of key marketing, sales and training initiatives. The purchase price paid includes a premium to obtain a three year employment agreement with the former owner of Club Concepts.



F-9



---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2008

2.

Corporate Restructuring and Business Acquisition (cont,)

As a result of the acquisition, the managing member of Club Concepts entered into a three-year employment agreement with the Company (the Employment Agreement). The Company has accounted for this acquisition in accordance with SFAS No. 141, Business Combinations, which requires that the purchase price paid in excess of net assets acquired be allocated to either identifiable intangibles or goodwill. The excess of such purchase price, totaling $90,390, was allocated to the Employment Agreement and will be amortized over a three-year term. As of the date of the acquisition, Club Concepts sole asset was cash totaling $9,610. There were no liabilities acquired in the transaction. The cash acquired was recorded at fair value of $9,610. There were no contingent payments, options or commitments specified in the acquisition agreement. There were no research or development assets acquired. Amortization expense totaled $21,343 for the year-to-date period. There were no adjustments made to the initial purchase price allocution, except as noted below. The operating results of Club Concepts have been included in these consolidated financial statements since the date of the acquisition.

The unaudited financial information in the table below summarizes the combined results of the Companys operations and Club Concepts, on a pro forma basis, as though the transaction had occurred as of the beginning of the earliest period presented. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the earliest period presented. During the fourth quarter 2007, management determined since there were no revenues or other activities generated by Club Concept, the related intangible was impaired. Consequently, an impairment charge totaling $69,047, which represented the remaining unamortized intangible, was recorded in the accompanying consolidated statement of operations.

|                                     |  |                        |             |                              |   |                      |  |   |             | 
|------------------------------------ |  | ---------------------- | ----------- | ---------------------------- | - | -------------------- |  | - | ----------- | 
|                                     |  | 12/31/2007
as reported |             | Club Concepts
Consulting LLC |   | 12/31/2007
Pro forma | 
|Fees billed                          |  | $                      |            |                              | $ | 4,072                |  | $ | 4,072       | 
|                                     |  |                        |             |                              |   |                      |  |   |             | 
|Net loss                             |  |                        | (6,272,633) |                              |   | (428)                |  |   | (6,273,061) | 
|                                     |  |                        |             |                              |   |                      |  |   |             | 
|Net loss per common share  basic    |  |                        | (0.14)      |                              |   |                      |  |   | (0.14)      | 
|                                     |  |                        |             |                              |   |                      |  |   |             | 
|Net loss per comment share - diluted |  |                        | (0.14)      |                              |   |                      |  |   | (0.14)      | 
|                                     |  |                        |             |                              |   |                      |  |   |             | 
|Shares                               |  |                        | 45,534,321  |                              |   |                      |  |   | 45,534,321  | 



3.

Convertible Debenture

During the year ended December 31, 2006, the former project manager of the Myriad-Tunica project, who is also a shareholder, advanced funds to the Company which were used to fund planning and development costs on behalf of Myriad-Tunica, to pay other operating expenses of the Company and for expenses incurred by this individual. On October 12, 2006, the Company converted a portion of the amounts owed to this individual into an 8% convertible debenture in the amount of $1,050,000. The maturity date of the debenture was September 12, 2007 with interest at 8%; however, management continues its evaluation of the amount of the Company's obligation as permitted under the terms of the debenture. The debenture is unsecured. At December 31, 2008, management had not completed its evaluation of amounts owed under the agreement. Assuming the full balance is paid, a total of $189,000 of interest was accrued pursuant to this agreement.

The debenture is convertible into common stock of the Company at the option of the holder anytime prior to the maturity date subject to certain conditions. This conversion feature resulted in a deemed beneficial conversion feature to the holder of the debenture of $1,050,000 computed as the closing price for the Companys stock on October 12, 2006 ($.25), less the conversion price for each share ($.10), multiplied by the number of shares that would be obtained if the debenture is converted (10,500,000).



F-10



---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2008

3.

Convertible Debenture (cont.)

This beneficial conversion feature was recorded by the Company as a component of interest expense in accordance with Emerging Issues Task Force No. 98-5.

The agreement also included a detachable stock warrant for the purchase of 5,000,000 shares of common stock of the Company based upon the following schedule: (I) $.30 per share from the date of issuance until October 12, 2007; (II) $1.00 per share from October 13, 2007 until October 13, 2008; (III) $2.00 per share from October 14, 2008 until October 14, 2009; and (IV) $3.00 per share thereafter until exercise or expiration of this warrant. The warrant vests over a four-year period at 1,250,000 shares per year. The Company calculated the value of this warrant to be $96,023 and has accounted for this as a discount to the convertible debenture with the related warrant recognized as additional paid-in capital in the consolidated statement of stockholders deficit. At December 31, 2007, the balance outstanding pursuant to the warrant agreement is as follows:

|                                                           |   |          
|---------------------------------------------------------- | - | ---------
|                                                           |   |          
|Face value of convertible debenture at December 31, 2007   | $ | 1,050,000
|Less remaining discount associated with detachable warrant |   | (45,718) 
|                                                           |   |          
|Convertible debenture, net of discount                     | $ | 1,004,282

During 2007 and 2008, the Chairman of the Board and Interim Chief Executive Officer of Myriad Entertainment and Resorts, Inc., who is also a stockholder, advanced funds to the Company which were used to pay operating expenses of the Company. On August 7, 2008, the Company converted a portion of the amounts owed to this individual into a 2.5 percent convertible debenture in the amount of $534,657. The maturity date of the debenture is November 1, 2009. A total of $6,684 of interest has been accrued pursuant to this agreement. The debenture is convertible into common stock of the Company at the option of the holder anytime prior to the maturity date subject to certain conditions.

4.

Accrued Legal Fees, Including Interest

The Company had $1,070,731 due at December 31, 2008 for unpaid legal fees. Included in this amount is $305,087 of interest. The interest is calculated based on the terms of a fee arrangement agreed to by both parties.

During the year ended December 31, 2008, a default judgment was entered against the Company for the legal fees owed to its former legal counsel totaling of $836,786, including general damages, pre-judgment interest, and attorney fees. The outstanding legal fees, including related interest, have been accrued in the accompanying financial statements.

5.

Short-Term Borrowings

At December 31, 2008, the Company had $17,105 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 13.99%. As of December 31, 2008, accrued interest related to this agreement totaled $5,989.



F-11



---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2008

6.

Income Taxes

FASB Interpretation 48, Accounting for Income Tax Uncertainties ("FIN 48") was issued in June 2006 and defines the threshold for recognizing the benefits of tax return positions in the financial statements as "more-likely-than-not" to be sustained by the taxing authority. FIN 48 also provides guidance on the derecognition, measurement and classification of income tax uncertainties, along with any related interest and penalties and includes guidance concerning accounting for income tax uncertainties in interim periods. The Company adopted the provisions of FIN 48 on January 1, 2007, and determined at that time that no adjustments to the financial statements were necessary as a result of the adoption of FIN 48.

As of December 31, 2008, the Company has not accrued any interest or penalties related to income tax matters in income tax expense. Such items would be reported as an adjustment to income tax expense.

The Company and its subsidiaries filed a consolidated U. S. Federal income tax return. The Company and its subsidiaries' state income tax returns are open to audit under the statute of limitations for the years ended December 31, 2004 through 2007.

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

|         |      |   |      |   |  
|-------- | ---- | - | ---- | - | -
|         |      |   |      |   |  
|         | 2008 |   | 2007
|         |      |   |      |   |  
|Current  | $    |  |      | $ | 
|Deferred |      |  |      |   | 
|         |      |   |      |   |  
|         | $    |  |      | $ | 

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

|                                                  |      |             |      |   |            
|------------------------------------------------- | ---- | ----------- | ---- | - | -----------
|                                                  |      |             |      |   |            
|                                                  | 2008 |             | 2007
|Income tax benefit computed at the statutory      |      |             |      |   |            
|federal and state income tax rates                | $    | (4,596,736) |      | $ | (3,622,833)
|                                                  |      |             |      |   |            
|Valuation allowance for net operating loss income |      |             |      |   |            
|tax benefits not recognized                       |      | 4,596,736   |      |   | 3,622,833  
|                                                  |      |             |      |   |            
|                                                  | $    |            |      | $ |           

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 the Company generating sufficient future taxable income and consideration of limitations on the ability to utilize net operating loss carryforwards and other tax attributes.

At December 31, 2008, the Company has net operating loss carryforwards estimated to be approximately $13,029,000, which are set to expire from 2019 through 2024. 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.



F-12



---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2008

6.

Income Taxes (cont.)

No income taxes were paid for the years ended December 31, 2008 or 2007. 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.

7.

Commitments and Contingencies

During 2006, the Company had entered into employment agreements with certain key executives, which provide for an annual salary. The payment of these salaries is contingent upon and deferred until such time that the Company receives $5 million in financing. Accrued but unpaid salary and related taxes pursuant to these contracts totaled $2,833,188 as of December 31, 2008.

Mr. Nick Lopardo became chairman of the Company on August 9, 2006. Pursuant to Mr. Lopardos agreement, he is to receive a base salary of $400,000 upon the Company receiving $5 million in financing. At December 31, 2008, a total of $900,000 was accrued pursuant to this agreement. On June 23, 2008, the Board of Directors of the Company approved an amendment to the 2006 agreement. Pursuant to the amended agreement, Mr. Lopardo was granted four million shares of restricted common stock, subsequently amended to three million shares, and will receive an additional one million shares of restricted common stock on each of the first three amendment anniversaries.

On November 1, 2006, the Company and Robert M. Leahy entered into an Employment Agreement ("2006 Leahy Agreement"), providing for the terms and conditions of Mr. Leahy's employment. On June 23, 2008, the Board of Directors of the Company approved an amendment to the 2006 Leahy Agreement effective July 1, 2008 ("Amended Leahy Agreement"). Pursuant to the Amended Leahy Agreement, Mr. Leahy shall continue to serve as Myriad's Executive Vice President of Finance. The term of the Amended Leahy Agreement is three years. Mr. Leahy shall earn a base salary of $225,000 per year, payable upon the Company securing adequate financing. Mr. Leahy is entitled to receive an annual incentive bonus. Upon execution of the Amended Leahy Agreement, the Company granted Mr. Leahy an option to purchase from the Company 1,750,000 shares of the Company's common stock, at an exercise price of $.15 per share. The option terminates on June 30, 2018.

During the fourth quarter of 2006, an agreement was reached with the former project manager of the Company whereby he would provide consulting services related to the planned development in Myriad-Tunica. This agreement calls for annual compensation of $150,000 with payment subject to future funding and approval by the Board of Directors. At December 31, 2008, the Company had accrued $37,500 owed under this agreement. This agreement was terminated in January 2007.

The Company is contingently liable to satisfy an obligation to a shareholder and former employee in the amount of approximately $125,000 as of December 31, 2008, in the event that a third party does not satisfy this obligation in accordance with an agreement reached between the two parties.

The Company entered into a consulting agreement with IMG Consulting (IMG) for the period of May 1, 2006 through April 30, 2008. IMG will provide strategic consulting related to the recreational facilities at the proposed resort to be developed by Myriad-Tunica. The agreement includes consulting in the marketing of the facilities and assistance securing a highly recognized golf professional to assist with the design and promotion of the golf course and related golf academy. The agreement required a nonrefundable retainer to be paid as follows:

|                   |   |          
|------------------ | - | ---------
|                   |   |          
|September 14, 2006 | $ | 1,000,000
|September 14, 2007 |   | 500,000  
|September 14, 2008 |   | 500,000  
|                   |   |          
|Total              | $ | 2,000,000





F-13



---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2008

7.

Commitments and Contingencies (cont.)

Through December 31, 2008, due to a lack of funding, no services had been received, or payments made.

As of December 31, 2008, Myriad-Tunica has previously made a number of significant commitments in conjunction with its efforts to develop a casino and recreational resort destination in Tunica, Mississippi, as follows:

On April 25, 2007, the Company and Myriad-Tunica entered into a contract for the sale and purchase of land (the Contract). The Contract was subsequently amended on August 1, 2007.

The Contract, as amended, expired in February 2008. As a result, land deposits totaling $180,879 were recorded as an impairment charge for the year ended December 31, 2007.

A new contract for the sale and purchase of land was entered into on July 15, 2008. The purchase price of the land pursuant to the contract is $36 million plus certain amounts based on percentage payments or minimum annual payment as set forth in the Contract. The purchase price for the land shall be paid $100,000 per month for five months with $35,500,000 payable upon closing. Further, the Company has agreed to pay the sellers an amount equal to two percent of the Gross Gaming Revenue as provided in the Contract. Deposits totaling $200,000 related to this contract have been paid through December 31, 2008.

On November 1, 2006, the Company began to lease office space in Memphis, Tennessee under an operating lease with a term of 39 months. Lease expense pursuant to this agreement was $56,700 for the year ended December 31, 2008. During 2005, and through the third quarter of 2006, the Company utilized office space provided by Myriad-Golf. The costs associated with this space, as well as other overhead expenses, were charged to the Company by Myriad-Golf through a management fee. The following is a schedule of future minimum lease payments at December 31, 2008:

|                         |   |        | 
|------------------------ | - | ------ | 
|                         |   |        | 
|Year Ending December 31, |   |        | 
|2009                     |   | 56,700
|2010                     |   | 4,725 
|                         |   |       
|Total                    | $ | 61,425



Through December 31, 2008, the Company has not occupied this office space and has made no payments on the related lease. Lease payments totaling $249,484 have been accrued in the accompanying balance sheet. In February 2008, the lessor for the Companys Memphis office space filed suit for failure to pay rent. Management is currently evaluating the merits of the suit and believes that the amounts owed under the agreement have been properly accrued.

The Chairman and Interim Chief Executive Officer of the Company paid on behalf of the Company $168,525 to the potential lender as a commitment fee. The term sheet was subsequently canceled. Consequently, the commitment fee has been recorded as a component of interest expense.

8.

Stockholders Equity

There are 300,000,000 shares of $.001 par value common stock authorized of which 48,671,821 were outstanding at December 31, 2008. At December 31, 2008, the Company had 5,000,000 common shares reserved for issuance in connection with the 2000 Stock Incentive Plan.



F-14



---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2008

8.

Stockholders Equity (cont.)

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 10 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 canceled and the Board of Directors approved increasing the shares reserved under the Stock Incentive Plan to 5,000,000 shares.

During the year ended December 31, 2006, the Company entered into a convertible debenture agreement, which included a beneficial conversion feature, as well as a detachable warrant. This agreement resulted in the recognition of non-cash interest expense in the amount of $1,050,000 and additional paid-in capital in the same amount for the beneficial conversion feature. The fair value of the detachable warrant was determined to be $96,023 and was recorded as an increase to additional paid-in capital.

During the year ended December 31, 2006, the former CEO contributed 8,963,131 shares of stock to the Company which were subsequently canceled (see Note 2).

During the year ended December 31, 2008, four million shares were issued to an officer and director of the Company. One million of these shares were cancelled subsequent to June 30, 2008. Compensation expense relating to this grant totaled $210,000, as determined based upon the fair value of the shares based upon the date of the grant.

9.

Stock Options

In November 2006, the Company granted the right to purchase 250,000 shares of common stock with an exercise price of $.21 to the Executive Vice-President in connection with an employment agreement. One-third of the rights vest immediately with the remainder vesting on an annual basis over the next two years. The Company calculated the value of the stock award using the Black-Scholes model , which resulted in an estimated fair value of $34,512, which is being recognized as compensation expense over the term of the agreement. Compensation expense related to the grant totaled $11,504 for the year ended December 31, 2008. On June 23, 2008, the Company amended the 2006 agreement granting the right to purchase an additional 1,750,000 shares of common stock with an exercise price of $0.15. All of rights granted under the amended agreement vested immediately. The Company calculated the value of the stock award using the Black-Scholes model, which resulted in an estimated fair value of $66,468. The fair value of the option grant was recognized as compensation expense during the quarter ended June 30, 2008. The key assumptions utilized to determine the fair value of these awards includes the following: Expected volatility 100 percent, risk free interest rate 5 percent, expected dividends zero percent, expected remaining contractual life of the awards of 3.5 years. At December 31, 2008, a total of 1,979,167 of stock options were exercisable. These awards have been excluded from the calculation of EPS since they are anti-dilutive.

10.

Warrants

A summary of warrant activity for 2008 is as follows:

|                               |                    |  |                                  |                      |  |           |                                  |   |     
|------------------------------ | ------------------ |  | -------------------------------- | -------------------- |  | --------- | -------------------------------- | - | ----
|                               |                    |  |                                  |                      |  |           |                                  |   |     
|                               |                    |  | Weighted-
Average
Exercise
Price |                      |  |           | Weighted-
Average
Exercise
Price
|                               | Number of
Warrants |  |                                  | Warrants
Exercisable | 
|                               |                    |  |                                 
|                               |                    |  |                                  |                      |  |           |                                  |   |     
|Outstanding, December 31, 2007 | 6,562,500          |  | $                                | 1.38                 |  | 5,312,500 |                                  | $ | 0.81
|Granted                        |                   |  |                                  |                     |  |          |                                  |   |    
|Outstanding, December 31, 2008 | 6,562,500          |  | $                                | 1.38                 |  | 5,312,500 |                                  | $ | 0.81



At December 31, 2008, all warrants outstanding expire on October 12, 2011.



F-15



---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2008

11.

Related Party Transactions

Through August 2006, certain accounting, administrative and management functions were being provided by Myriad-Golf, a related party. During the third quarter of 2007, this relationship was discontinued as a result of the reorganization of the Company (see Note 2). There were no management fees charged to the Company by Myriad-Golf for the year ended December 31, 2008.

During the year ended December 31, 2006, the former general manager of the Myriad-Tunica project advanced funds to the Company, which were used to fund planning and development costs on behalf of Myriad-Tunica, and to pay other operating expenses. These advances were subsequently converted into a debenture in the principal amount of $1,050,000 and such amount is currently being confirmed. The remainder due of $31,663 is reflected as due to related party in the accompanying consolidated financial statements. The amounts owed are subject to final review and approval by the Board of Directors.

During 2007 and 2008, the Chairman of the Board and Interim Chief Executive Officer of Myriad Entertainment and Resorts, Inc., who is also a shareholder, advanced funds to the Company which were used to pay operating expenses of the Company. On August 7, 2008, the Company converted a portion of the amounts owed to this individual into a 2.5 percent convertible debenture in the amount of $534,657.

At December 31, 2008, $39,771 represents amounts due from the former CEO of the Company. There is no formal agreement related to the amounts owed.

Certain officers and executives of the Company have made payments on the Company's behalf. Such amounts, totaling $461,652, are recorded as accounts payable and accrued expenses.

12.

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 significant operating losses since its formation. Management believes that actions presently being taken will provide for the Company to continue as a going concern.

Management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. Management anticipates 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.

Although the Company feels that its efforts to secure adequate funding for its operations and development plans will be successful and that 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.



F-16



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MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2008

13.

Loss Per Share

The following table sets forth the computation of basic and diluted loss per share:

|                                    |      |             |      |   |            
|----------------------------------- | ---- | ----------- | ---- | - | -----------
|                                    |      |             |      |   |            
|                                    | 2008 |             | 2007
|Numerator                           |      |             |      |   |            
|Net loss                            | $    | (2,864,422) |      | $ | (6,272,205)
|                                    |      |             |      |   |            
|Denominator                         |      |             |      |   |            
|Weighted-average shares outstanding |      | 47,722,646  |      |   | 41,365,550 
|                                    |      |             |      |   |            
|Basic loss per share                | $    | (0.06)      |      | $ | (0.15)     
|                                    |      |             |      |   |            
|Diluted loss per share              | $    | (0.06)      |      | $ | (0.15)     



The effect of anti-dilutive securities have been excluded from this calculation. These securities include the following:



|         |  |           |  |  |          
|-------- |  | --------- |  |  | ---------
|         |  |           |  |  |          
|         |  | 2008      |  |  | 2007     
|         |  |           |  |  |          
|Options  |  | 2,000,000 |  |  | 166,666  
|Warrants |  | 5,312,500 |  |  | 4,062,500



14.

Quarterly Financial Information (Unaudited)



|                                |                    |   |                |   |             |  |   |             |  |                                                |                          |  |           
|------------------------------- | ------------------ | - | -------------- | - | ----------- |  | - | ----------- |  | ---------------------------------------------- | ------------------------ |  | ----------
|                                |                    |   |                |   |             |  |   |             |  |                                                |                          |  |           
|                                |                    |   |                |   |             |  |   |             |  | Earnings
Per Share
or Unit
(Basic and
Diluted) |                          | 
|                                |                    |   |                |   |             |  |   |             |  |                                                |                         
|                                |                    |   |                |   |             |  |   |             |  |                                                | Weighted-
Average
Shares
|                                | Operating
Revenues |   | Operating
Loss |   | Net
Loss    |  |  
|                                |                    |   |                |  
|Fiscal year 2008 quarter ended: |                    |   |                |   |             |  |   |             |  |                                                |                          |  |           
|March 31, 2008                  | $                  |  |                | $ | (536,918)   |  |   | (577,970)   |  |                                                | (0.01)                   |  | 45,521,821
|June 30, 2008                   | $                  |  |                |   | (757,856)   |  |   | (799,023)   |  |                                                | (0.02)                   |  | 45,810,481
|September 30, 2008              | $                  |  |                |   | (838,459)   |  |   | (883,071)   |  |                                                | (0.02)                   |  | 48,905,089
|December 31, 2008               | $                  |  |                |   | (385,385)   |  |   | (604,358)   |  |                                                | (0.01)                   |  | 48,671,821
|                                |                    |   |                |   |             |  |   |             |  |                                                |                          |  |           
|                                | $                  |  |                | $ | (2,518,618) |  | $ | (2,864,422) |  | $                                              | (0.06)                   |  | 47,722,646



15.

Subsequent Events

On June 2, 2009, the Companys Contract for the Sale and Purchase of Real Estate, entered into with Picture Window, LLC, expired. However, the Company continues to discuss potential land acquisitions with Picture Window, LLC as well as other Tunica landholders.



F-17