<PAGE>

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

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

                                  FORM 10-KSB/A
                                 (Amendment No. 2)

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

              For the fiscal year ended December 31, 2003

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

                         Commission file number: 0-24640

                               SYNERGY 2000, INC.
               ---------------------------------------------------
              (Exact name of small business issuer in its charter)

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

                  2815 Cox Neck Road, Chester, Maryland, 21619
                -------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number (888) 833-4248

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

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

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

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [ ] No. [X]

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

         Issuer's revenues for the year ended December 31, 2003 were $949.

         The aggregate market value of the common stock held by nonaffiliates,
based upon the average bid and asked prices of the issuer's common stock on May
12, 2005 was $2,120,688. Shares of common stock held by each officer and
director and by each person who owns 10% or more of the outstanding common stock
have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.

         The number of shares outstanding of the issuer's common stock, as of
May 12, 2005, was 38,762,133.

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



<PAGE>

MYRIAD ENTERTAINMENT & RESORTS, INC.

EXPLANATORY NOTE:

         This Amendment No. 2 on Form 10-KSB/A for Myriad Entertainment &
Resorts, Inc. (formerly Synergy 2000, Inc.)(the "Company") for the year ended
December 31, 2003 is being filed to amend and restate the items described below
contained in the Company's Annual Report on Form 10-KSB for such period
originally filed with the Securities and Exchange Commission on March 29, 2004,
and subsequently amended by a filing on Form 10-KSB/A with the Securities and
Exchange Commission on February 24, 2005.

         This Amendment No. 2 amends Part I, Item 6, Management's Discussion and
Analysis or Plan of Operations, and Part I, Item 7, Financial Statements, to
restate the Company's Audited Consolidated Financial Statements as of December
31, 2003 for the Consolidated Balance Sheet and Consolidated Statements of
Stockholders' Equity, for the fiscal years ended December 31, 2003 and 2002 for
the Consolidated Statements of Operations, for the fiscal years ended December
31, 2003 and 2003 for the Consolidated Statements of Cash Flows, and the related
Notes to Consolidated Financial Statements. As of February 17, 2005, the Company
was informed that its former auditor was not registered with the Public Company
Accounting Oversight Board since October 22, 2003. Accordingly, on February 24,
2005, the Company filed Amendment No. 1 to the Form 10-KSB/A for the fiscal year
ended December 31, 2003 to reflect that its financial statements had not been
audited. Subsequently, the Company engaged Moore Stephens Frost to audit the
Company's financial statements for the fiscal year ended December 31, 2003,
which audited financial statements are being filed herewith.

         Pursuant to SEC Rule 12b-15, this Form 10-KSB/A sets forth the complete
text of each item of Form 10-KSB listed above as amended, omits items of the
original Form 10-KSB filed on March 29, 2004 and the Amendment No. 1 to Form
10-KSB/A filed on February 24, 2005, that have not been amended, and includes as
Exhibits 31 and 32 new certifications by the Chief Executive Officer and Chief
Financial Officer.

         In order to preserve the nature and character of the disclosures set
forth in such items as originally filed and as previously amended, this
Amendment No. 2 does not reflect events occurring after the filing of the
original Annual Report on Form 10-KSB on March 29, 2004, as amended by the
Amendment No. 1 filed on Form 10-KSB/A on February 24, 2005, or modify or update
the disclosures presented in those filings, except to reflect the revisions as
described above.

                                        2




<PAGE>

                               SYNERGY 2000, INC.

                                      INDEX

                                                                            Page
                                                                            ----
PART I.
------------------------------

Item 6.  Management's Discussion and Analysis of Plan of Operations............4

Item 7.  Consolidated Financial Statements ..................................F-1

         Report of Independent Registered Public Accounting Firm; ...........F-3

         Consolidated Balance Sheet - December 31, 2003 (audited); ..........F-4

         Consolidated Statements of Operations (unaudited) -
           Fiscal years ended December 31, 2003 and 2002; ...................F-5

         Consolidated Statements of Stockholders' Equity (unaudited) ........F-6

         Consolidated Statements of cash flows (unaudited) -
           Fiscal years ended December 31, 2003 and 2002; ...................F-7

         Notes to consolidated financial statements ..................F-8 - F-13


PART III.
--------------------------

Item 1.  Index to Exhibits ....................................................9

                                        3



<PAGE>


                                     PART I

Item 6. Management Discussion and Analysis or Plan of Operations

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 Report.

Plan of Operations

FORWARD-LOOKING STATEMENTS

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

PLAN OF OPERATIONS

Effective July 6, 2004, pursuant to the terms of a Securities Purchase Agreement
dated June 22, 2004 (the "Purchase Agreement"), the Company sold to Scott
Hawrelechko, an aggregate of twenty-two million (22,000,000) shares of Common
Stock, in consideration for the sale and transfer of a thirty-three percent
(33%) interest in Myriad World Resorts of Tunica, LLC, a Mississippi limited
liability company ("Tunica LLC"). Concurrent with this transaction, the Company
changed its name to Myriad Entertainment & Resorts, Inc., and began implementing
its new business plan of capitalizing on opportunities to enhance the sustained
value of destinations and properties in high-potential growth markets through
the creation of unique, world-class travel and leisure experiences, including
the Tunica LLC project. The Company plans to build and develop resort
developments using a series of public and private equity and debt financings.
This is an entirely new direction for the Company which was previously an
information systems integrator and management consulting firm providing value
added technology and management solutions for companies to prepare them
tactically and strategically to compete in the 21st Century.

Our plan of operations for the next 12 months is to implement our business plan
as described in this Annual Report. In addition, we plan to actively seek,
investigate, and if warranted, acquire one or more resort and golf
facilities-related businesses, and to pursue other related activities intended
to enhance shareholder value. The acquisition of a business opportunity may be
made by purchase, merger, exchange of stock, or otherwise. We currently have
very limited capital, and it is unlikely that we will be able to take advantage
of such business opportunities without securing additional funding by means of
equity and/or debt offerings of our securities. We intend to seek opportunities
demonstrating the potential of long-term growth as opposed to short-term
earnings.

FACTORS THAT MAY AFFECT OUR PLAN OF OPERATIONS

         WE HAVE A MINIMAL OPERATING HISTORY, WHICH RAISES SUBSTANTIAL DOUBT AS
TO OUR ABILITY TO SUCCESSFULLY DEVELOP PROFITABLE BUSINESS OPERATIONS. We have a
limited operating history and our business and prospects must be considered in
light of the risks and uncertainties to which early stage companies in the
destination experience resort industry are exposed. We cannot provide assurances
that our business strategy will be successful or that we will successfully
address those risks and the risks described herein. Most importantly, if we are
unable to secure future capital, we will be unable to continue our operations.
We may incur losses on a quarterly or annual basis for a number of reasons, some
within and others outside our control. The growth of our business will require
the commitment of substantial capital resources. If funds are not available from
operations, we will need additional funds. We may seek such additional funding
through public and private financing, including debt or equity financing.
Adequate funds for these purposes, whether through financial markets or from
other sources, may not be available when we need them. Even if funds are

                                       4



<PAGE>

available, the terms under which the funds are available to us may not be
acceptable to us. Insufficient funds may require us to delay, reduce or
eliminate some or all of our planned activities. To successfully execute our
current strategy, we will need to improve our working capital position. The
report of our independent auditors accompanying our financial statements
includes an explanatory paragraph indicating there is a substantial doubt about
the Company's ability to continue as a going concern due to recurring losses. We
plan to overcome the circumstances that impact our ability to remain a going
concern through a combination of equity and debt financings.

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

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

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

         OUR AUDITOR'S REPORT REFLECTS THE FACT THAT WITHOUT REALIZATION OF
ADDITIONAL CAPITAL, IT WOULD BE UNLIKELY FOR US TO CONTINUE AS A GOING CONCERN.
As a result of our deficiency in working capital at December 31, 2004 and other
factors, our auditors have included a paragraph in their report regarding
substantial doubt about our ability to continue as a going concern. Our plans in
this regard are to seek additional funding through future equity private
placements or debt facilities.

                                       5


<PAGE>

OVERVIEW

GENERAL
-------

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

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

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

         IMPAIRMENT OF LONG-LIVED ASSETS. In accordance with SFAS 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets", our long-lived
assets to be held and used and to be disposed of are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Impairment charges are recorded as a component
of operating income or loss in our Consolidated Statements of Operations. As
reflected in Note 1 to our Consolidated Financial Statements, our independent
public accountants accounted for the equity investment in Tunica LLC at the date
of acquisition based on the fair value of the shares issued, taking into
consideration the limited trading volume of the Company's common stock. Goodwill
related to equity method investments is tested for other than temporary
impairment in accordance with Accounting Principles Board Opinion 18, "The
Equity Method of Accounting for Investments in Common Stock." Management
evaluated the carrying value of this investment for impairment at December 31,
2004 and concluded that no impairment was required to be recognized.
Nevertheless, the future realization of this investment is subject to Tunica LLC
obtaining the necessary capital and then successfully executing its business
plan. If our plans change or funding does not occur, this investment in Tunica
LLC may be determined to be impaired in the future.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

The Company's revenues and/or fees billed were $949 for the year ended December
31, 2003 compared to $662,761 (including a gain of $187,500 upon the disposal of
a subsidiary) for the comparable period in 2002. The decrease was due primarily
to no new consulting arrangements entered into by the Company due to a slowdown
caused by macro-economic factors during 2003. The year ended December 31, 2003
was challenging for the Company as well as for other companies in the systems
integration and technology business. Accordingly, the Company focused its
efforts during 2003 principally on monitoring its contacts in the insurance and
financial services industries, positioning the Company for the anticipated
greater demand for systems integration and technology consulting engagements in
the future, and its continuing offering of management advisory services.

The Company's operating expenses during the year ended December 31, 2003 were
$230,515 (after subtracting expense related to impairment of intangible assets
of $126,000) compared to $1,026,360 (after subtracting expenses related to
impairment of intangible assets of $1,035,169) during the comparable period in
2002. Lower operating expenses in 2003 were primarily attributable to Company
management's ability to identify and take action with respect to expense
reductions and improve efficiencies in light of the Company's lower revenues.
The Company suffered a net loss of $359,431 (including expenses of $126,000
related to impairment of intangible assets) for the year ended December 31, 2003
as compared to $1,379,864 (including expenses of $1,035,169 related to
impairment of intangible assets) for the year ended December 31, 2002.


                                     6


<PAGE>

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

The Company's revenues or fees billed were $662,761 (including a gain of
$187,500 upon the disposal of a subsidiary) for the year ended December 31, 2002
compared to $992,345 for the comparable period in 2001. The decrease was due
primarily to a reduced number of consulting arrangements entered into by the
Company due to a slowdown caused by macro-economic factors during 2002. The year
ended December 31, 2002 was challenging for the Company as well as for other
companies in the systems integration and technology business. Accordingly, the
Company focused its efforts during 2002 principally on monitoring its contacts
in the insurance and financial services industries, positioning the Company for
the anticipated greater demand for systems integration and technology consulting
engagements in the future, and its continuing offering of management advisory
services.

The Company's operating expenses during the year ended December 31, 2002 were
$1,026,360 (after subtracting expenses related to impairment of intangible
assets of $1,035,169) compared to $1,487,898 during the comparable period in
2001. Lower operating expenses in 2002 were primarily attributable to Company
management's ability to identify and take action with respect to expense
reductions and improve efficiencies in light of the Company's lower revenues.
The Company suffered a net loss of $1,379,864 (including expenses of $1,035,169
related to impairment of intangible assets) for the year ended December 31, 2002
as compared to a net loss of $433,297 for the year ended December 31, 2001.

During the year ended December 31, 2002, the Company derived more than 68% of
its revenues from one client. The Company's marketing plan outlines efforts to
focus on major projects for several large clients simultaneously to minimize the
Company's dependency on any one client. No other clients accounted for more than
10% of the Company's revenues during the year ended December 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

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

         The Company's working capital was $(601,616) as of December 31, 2003
compared to $(377,184) as of December 31, 2002. This deficit was primarily
attributable to an increase in accounts payable, accrued expenses and notes
payable, and a decrease in cash, accounts receivable, and a note receivable. At
December 31, 2003, the Company had limited cash of $2,082.

         The Company has historically derived its cash from operations and the
sale of shares. In February 2000, the Company obtained a $200,000 line of credit
from its bank, payable on demand, to be used as needed for operating purposes.
Effective with the change in control transaction on July 6, 2004, this line of
credit was cancelled. 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, 2003, the Company had
used all of the outstanding credit on this facility, bearing interest at a rate
of 9.61%. During 2003, due to decreased cash flows from operations and depletion
of all cash reserves, we relied on support in the amount of $4,525, evidenced by
unsecured interest-free demand notes from various related individuals, which
provided funding in order for the Company to remain current on paying normal
expenses.

                                        7


<PAGE>

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In December 2004, the FASB issued SFAS No. 123 (revised 2004),
"Share-Based Payment," which replaces SFAS No. 123, "Accounting for Stock-Based
Compensation," and supersedes APB Opinion No. 25, "Accounting for Stock Issued
to Employees." SFAS No. 123 (revised 2004) requires compensation costs related
to share-based payment transactions to be recognized in the financial
statements. With limited exceptions, the amount of compensation cost will be
measured based on fair value on the grant date of the equity or liability
instruments issued. Compensation cost will be recognized over the period that an
employee provides service for that award. This new standard will impact our
financial statements prospectively if and when we issue stock and/or options as
compensation.

GOING CONCERN

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

OFF-BALANCE SHEET ARRANGEMENTS

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

                                        8


<PAGE>

Item 7. Financial Statements.

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

                                      PART III

ITEM 1.  Index to Exhibits

(a)  Exhibits

EXHIBIT
NUMBER       DESCRIPTION

31.1         Certifications Pursuant to Securities Exchange Act Rule
             13a-14(a)/15d-14(a)
32.1         Certifications Pursuant to 18 U.S.C. Section 1350

                                        9


<PAGE>


                       SYNERGY 2000, INC. AND SUBSIDIARIES

                                DECEMBER 31, 2003

                        CONSOLIDATED FINANCIAL STATEMENTS

                                      WITH

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




<PAGE>

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


                                                                       PAGE
                                                                       ----

Consolidated Financial Statements

     Report of Independent Registered Public Accounting Firm............F-3

     Consolidated Balance Sheet.........................................F-4

     Consolidated Statement of Operations...............................F-5

     Consolidated Statement of Stockholders' Equity.....................F-6

     Consolidated Statement of Cash Flows...............................F-7

     Notes to Consolidated Financial Statements.......................F-8 - F-13



<PAGE>

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

Board of Directors
Synergy 2000, Inc. and Subsidiaries
Chester, Maryland


         We have audited the accompanying consolidated balance sheet of Synergy
2000, Inc. and Subsidiaries (the "Company") as of December 31, 2003, and the
related consolidated statements of operations, stockholders' equity and cash
flows for the year 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 audit. The
consolidated financial statements of Synergy 2000, Inc. and Subsidiaries as of
December 31, 2002, were audited by other auditors whose report dated April 25,
2003, on those consolidated financial statements included an explanatory
paragraph that described an uncertainty about the ability of the Company to
continue as a going concern which was further discussed in Note 8 to those
consolidated financial statements.

         We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for 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 also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
at December 31, 2003, and the results of its consolidated operations and its
consolidated cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.

         The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
7 to the consolidated financial statements, the Company has a significant
working capital deficiency and has incurred significant losses since its
formation which raises substantial doubt about its ability to continue as a
going concern. In addition, the realization of the Company's investment in
Myriad World Resorts of Tunica, LLC ("Myriad - Tunica") is contingent on
additional financing and successful execution of Myriad - Tunica's business
plan. Management's plans in regard to these matters are also discussed in Note
7. 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 might result from
the outcome of this uncertainty.


                                                 /S/ Moore Stephens Frost
                                                 Certified Public Accountants
Little Rock, Arkansas
March 29, 2005

                                      F-3


<PAGE>

                       SYNERGY 2000, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2003


                                     Assets
                                     ------

Current assets
  Cash                                                              $     2,082
                                                                    -----------
Total current assets                                                      2,082
                                                                    -----------

Equipment, net                                                            4,619
                                                                    -----------

Total assets                                                        $     6,701
                                                                    ===========


                      Liabilities and Stockholders' Equity
                      ------------------------------------

Current liabilities
  Accounts payable                                                  $   335,646
  Accrued expenses                                                      223,527
  Short-term borrowings                                                  44,525
                                                                    -----------
Total current liabilities                                               603,698
                                                                    -----------

Stockholders' equity
  Common stock, par value $.001;
    authorized 25,000,000 shares;
    issued and outstanding 16,107,133 shares                             16,107
  Additional paid-in-capital                                          1,494,414
  Accumulated deficit                                                (2,107,518)
                                                                    -----------
Total stockholders' deficit                                            (596,997)
                                                                    -----------

Total liabilities and stockholders' equity                          $     6,701
                                                                    ===========

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

                                      F-4


<PAGE>

                       SYNERGY 2000, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                    2003                2002
                                                ------------       ------------
Operating revenues
  Fees billed                                   $        949       $    475,261
  Disposal of subsidiary                                  --            187,500
                                                ------------       ------------
Total operating revenues                                 949            662,761
                                                ------------       ------------

Operating expenses
  Salaries                                                --            275,451
  Contract services                                       --            304,911
  Professional fees                                  138,052            165,014
  Impairment of intangibles                          126,000          1,035,169
  Depreciation                                         4,014              4,575
  Bad debts                                           48,654            101,247
  Miscellaneous                                       39,795            175,162
                                                ------------       ------------
Total operating expenses                             356,515          2,061,529
                                                ------------       ------------

Net loss from operations                            (355,566)        (1,398,768)

Interest income (expense)                             (3,865)            18,904
                                                ------------       ------------

Net loss before income taxes                        (359,431)        (1,379,864)

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

Net loss                                        $   (359,431)      $ (1,379,864)
                                                ============       ============

Net loss per common share:
  Basic                                         $      (0.02)      $      (0.09)
  Diluted                                       $      (0.02)      $      (0.09)

Weighted average shares outstanding:
  Basic                                           16,107,133         16,107,133
  Diluted                                         16,107,133         16,107,133

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

                                      F-5


<PAGE>

<TABLE>
                                     SYNERGY 2000, INC. AND SUBSIDIARIES

                                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002



                                       Common Stock              Additional                         Total
                                ---------------------------       Paid-In-      Accumulated      Stockholders'
                                  Shares          Amount          Capital        Deficit           Deficit
                                -----------     -----------     -----------     -----------      -----------
<S>                              <C>            <C>             <C>             <C>              <C>
Balance - January 1, 2003        16,107,133     $    16,107     $ 1,489,429     $(1,748,087)     $  (242,551)

  Capital contributed                    --              --           4,985              --            4,985

  Net loss                               --              --              --        (359,431)        (359,431)
                                -----------     -----------     -----------     -----------      -----------

Balance - December 31, 2003      16,107,133     $    16,107     $ 1,494,414     $(2,107,518)     $  (596,997)
                                ===========     ===========     ===========     ===========      ===========

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


                                                     F-6
</TABLE>


<PAGE>

                       SYNERGY 2000, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                        2003            2002
                                                     -----------    -----------
Cash flows from operating activities
  Net loss                                           $  (359,431)   $(1,379,864)
  Adjustments to reconcile net loss to net cash
    used in operating activities
      Depreciation                                         4,014          4,575
      Disposal of intangible assets                      126,000      1,035,169
      Changes in operating assets and liabilities
        Accounts receivable                               48,654         74,078
        Short-term borrowings                                 --        200,000
        Accounts payable                                 116,069         62,973
        Accrued expenses                                      --        (46,833)
                                                     -----------    -----------
Net cash provided used in operating activities           (64,694)       (49,902)
                                                     -----------    -----------

Cash flows from financing activities
  Proceeds of short-term borrowings                       44,525             --
  Capital contributed                                      4,985             --
                                                     -----------    -----------
Net cash provided by financing activities                 49,510             --
                                                     -----------    -----------

Net decrease in cash                                     (15,184)       (49,902)

Cash - beginning of year                                  17,266         67,168
                                                     -----------    -----------

Cash - end of year                                   $     2,082    $    17,266
                                                     ===========    ===========


Supplemental cash flow information
  Cash paid during the year
   Interest                                          $     3,865    $        --

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

                                      F-7


<PAGE>

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

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

         a.       ORGANIZATION AND BUSINESS - The Company is an information
                  systems integrator and management consulting firm providing
                  value added technology and management solutions for companies
                  to prepare them tactically and strategically to compete in the
                  21st Century. The Company offers a suite of products and
                  services for solving systems' problems related to their
                  rapidly changing technology needs and the management thereof.

                  On June 25, 1998, the Company and Argos Technologies, Inc. (an
         unrelated company) agreed to form Argos for the purpose of marketing
         Year 2000 compatible policy administration software to the auto
         insurance industry. The Company received 51% of the newly issued common
         stock of Argos in exchange for 200,000 shares of its $.001 par value
         common stock. Argos Technologies, Inc. received 49% of the newly issued
         common stock of Argos, plus certain contingent commissions based on
         sales, in exchange for an exclusive, non transferable, license,
         throughout the world, to market certain proprietary software products.

                  The operations of Argos did not commence in earnest during
         this period of time. Therefore, on September 30, 2000 the Company
         agreed to exchange its interest in Argos to redeem 200,000 shares of
         its $.001 par value common stock. Effective January 29, 2002, all
         remaining outstanding contingent liabilities associated with Argos were
         resolved with no additional liability to the Company. Accordingly, the
         accrual of $187,500, provided by the Company to cover any future
         liability, was written off to operating revenues for the year ended
         December 31, 2002.

         b.       PRINCIPLES OF CONSOLIDATION - The consolidated financial
                  statements include the accounts of the Company and its
                  subsidiaries, Infinity Technology Solutions, Inc. and
                  Statewide General Synergy S2K, Inc. All the subsidiaries were
                  inactive for the years ended December 31, 2003 and 2002.

         c.       CASH EQUIVALENTS - The Company considers all highly liquid
                  investments with original maturities of three months or less
                  at the time of purchase to be cash equivalents. At December
                  31, 2003 and 2002, the Company had no cash equivalents.

         d.       REVENUE RECOGNITION - Revenue from contract consulting
                  services are recognized on the percentage-of-completion
                  method. Revenue from sales of software and software
                  documentation products is generally recognized upon product
                  shipment provided that no significant vendor obligations
                  remain and collection of the resulting receivable is deemed
                  probable.


                                      F-8


<PAGE>

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

         e.       DEPRECIATION - The Company's equipment is depreciated using
                  the straight-line method. Depreciation expense totaled $4,014
                  and $4,575 for the years ended December 31, 2003 and 2002,
                  respectively. The Company accounts for long-lived assets in
                  accordance with SFAS No. 144 "Accounting for the Impairment or
                  Disposal of Long-Lived Assets".

         f.       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.

         g.       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.

         h.       FAIR VALUE OF FINANCIAL INSTRUMENTS - The fair values of cash
                  and cash equivalents, accounts payable and short-term
                  borrowings approximate their carrying values due to the
                  short-term nature of the instruments.

         i.       IMPAIRMENT OF INTANGIBLE ASSETS - SFAS No. 142, "Goodwill and
                  Other Intangible Assets", requires that goodwill and
                  indefinite lived intangible assets no longer be amortized;
                  however, these assets must be tested at least annually or more
                  frequently if impairment indicators arise, for impairment.
                  Separate intangible assets that have finite lives are to be
                  amortized over their useful lives. Based on management's
                  assessment of the existing assets, impairment had occurred at
                  December 31, 2003 and 2002. Described below are the impairment
                  losses recorded by the Company.

                  On October 1, 2001, in connection with its acquisition of
         Convert-Tech, Inc., Infinity Technology Solutions, Inc. acquired an
         exclusive right to all the technology and processing intellectual
         property rights and interests of an internet based insurance software
         product. The software was valued at $800,000. Due to contract disputes,
         on October 1, 2002, a release agreement was entered into whereby these
         assets were returned to the original owner and an $800,000 loss was
         recognized in the accompanying consolidated statement of operations for
         the year ended December 31, 2002.

                  In December 2001, Infinity Technology Solutions, Inc. acquired
         an exclusive right to all the technology and processing intellectual
         property rights and interest of a stand-alone insurance broker/agency
         software product valued at $126,000. Due to contract disputes, the
         product was never delivered; therefore, a $126,000 loss was recognized
         in the accompanying consolidated statement of operations for the year
         ended December 31, 2003.


                                      F-9


<PAGE>

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

                  Additionally, in December 2001, the Company acquired an
         exclusive right to all the technology and processing intellectual
         property rights and interests of an insurance claims processing system
         valued at $2,935,000. Due to a lack of sufficient working capital, the
         Company was unable to fulfill its contractual obligations. As a result,
         these assets were returned to the original owner and a $235,169 loss
         was recognized in the accompanying consolidated statement of operations
         for the year ended December 31, 2002.

         j.       RECLASSIFICATIONS - Certain reclassifications of prior year
                  amounts have been made to conform with the current year
                  presentation.

2.       EQUIPMENT
         ---------

              Equipment consists of the following at December 31, 2003:

                  Computer equipment                 $ 24,893
                  Accumulated depreciation            (20,274)
                                                     --------

                                                     $  4,619

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

              Notes payable consist of the following:

                  Line of credit from a financial corporation, not
                  to exceed $40,000, and payable on demand
                  The line of credit is unsecured, and bears
                  interest at the bank's prime rate plus 5.61%
                  (9.61% at December 31, 2003)                          $40,000

                  Short-term notes from various individuals, payable
                  on demand.  The notes are unsecured, and are
                  interest free                                           4,525
                                                                        -------

                                                                        $44,525


                                      F-10


<PAGE>

4.       LINE OF CREDIT
         --------------

                  In February 2000, the Company obtained a $200,000 line of
         credit from its bank, payable on demand, to be used as needed for
         operating purposes. As of December 31, 2003, none of this line of
         credit had been utilized. The line of credit is secured by all assets
         of the Company, and bears interest at the bank's prime rate plus
         one-half percent (4.50% at December 31, 2003.)

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

              The income tax provision consists of the following:

                                                2003       2002
                                                ----       ----

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

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

                  The income tax provision differs from the expense that would
         result from applying statutory rates to income before taxes as follows:

<TABLE>
                                                                     2003          2002
                                                                  ---------     ---------
<S>                                                               <C>           <C>
                  Income tax expense computed at the Statutory
                    Federal Income Tax Rate                       $(122,207)    $(469,154)

                  Net operating losses not recognized               122,207       469,154
                                                                  ---------     ---------

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

</TABLE>

                  The use of the liability method of accounting for income taxes
         requires that deferred tax assets be reduced by a valuation allowance
         if it is more likely than not that some portion or all of the deferred
         tax assets will not be realized. Whether a deferred tax asset will be
         realized depends upon sufficient future taxable income and
         consideration of limitations on the ability to utilize net operating
         loss carryforwards and other tax attributes. At December 31, 2003, the
         Company has net operating loss carryforwards estimated to be
         approximately $1.5 million for income tax purposes. However, a
         valuation allowance has been established for the entire net deferred
         tax assets until such time as it is more likely than not that the
         deferred tax assets will be realized.

                  No income taxes were paid in 2003 and 2002. The effective tax
         rate for the years ended December 31, 2003 and 2002 is different than
         the statutory federal tax rate of 34% due to the establishment of a
         valuation allowance relating to the deferred tax assets.


                                      F-11


<PAGE>

6.       STOCK OPTION PLAN
         -----------------

                  In December 2000, the Company implemented the 2000 Stock
         Incentive Plan (the "Plan") for non-employee directors and consultants,
         officers and key employees which provides for qualified and
         nonqualified options, as determined by the Administrator at the time of
         grant of an option. 1,500,000 shares were reserved for issuance
         pursuant to the Plan. The Board of Directors determines the option
         price at the date of grant. The options generally expire ten years from
         the date of grant and are exercisable over the period stated in each
         option.

                                                             Outstanding Options
                                                             -------------------
                                                Reserved                Weighted
                                                 shares        Number    average
                                                ---------    ---------    ------
                  Balance, December 31, 2002    1,500,000      560,000    $0.175
                    Granted                            --           --        --
                    Exercised                          --           --        --
                    Expired                            --           --        --
                                                ---------    ---------    ------
                  Balance, December 31, 2003    1,500,000      560,000    $0.175
                                                =========    =========    ======

                  At December 31, 2003, nonqualified options to purchase 560,000
         shares of common stock had been granted; options to purchase 521,000
         shares were exercisable; and options to purchase 940,000 shares were
         available for future grants under the plan.

                  Pursuant to SFAS No. 123 pro forma net earnings per share have
         been determined as if the Company had accounted for its stock options
         under the fair value method. The fair values of these options and
         warrants were estimated at the date of grant using the Black-Scholes
         option pricing model with the following weighted-average assumptions
         for the year ended 2003; risk-free interest rates of 6.0%; expected
         dividend yield of 0%; a volatility factor of the expected market price
         of the Company's Common Stock of 100; and a weighted-average life of
         the options of seven years in 2003. There were no options granted in
         2003.

                  For purpose of pro forma disclosures, the estimated fair value
         of stock options and warrants is not material to the consolidated
         financial statements for the year ended December 31, 2003.

7.       CAPITAL RESOURCES AND SUBSEQUENT EVENT
         --------------------------------------

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


                                      F-12


<PAGE>

7.       CAPITAL RESOURCES AND SUBSEQUENT EVENT (CONT.)
         --------------------------------------

                  Effective July 6, 2004, pursuant to the terms of the
         Securities Purchase Agreement dated June 22, 2004, the Company acquired
         a 33% interest in Myriad World Resorts of Tunica, LLC, ("Myriad -
         Tunica") a Mississippi limited liability company in exchange for the
         issuance of 22 million shares of common stock. Concurrent with this
         transaction, the Company changed its name to Myriad Entertainment and
         Resorts, Inc. and began implementing its new business plan of
         capitalizing on opportunities to enhance the sustained value of
         destinations and properties in high-potential growth markets through
         its creation of unique, world-class travel and leisure experiences. The
         Company plans to build and develop resort developments using a series
         of public and private equity and debt financings. This is an entirely
         new direction for the Company which was previously an information
         systems integrator and management consulting firm providing value added
         technology and management solutions for companies to prepare them
         tactically and strategically to compete in the 21st Century. Myriad -
         Tunica was organized to build resort developments using a series of
         private equity and debt financing, but there can be no assurance that
         the requisite financing can be secured and on terms reasonably
         satisfactory to management or that the execution of Myriad - Tunica's
         business plan will be successful.

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

8.       EARNINGS PER SHARE
         ------------------

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


<TABLE>
                                                                          2003            2002
                                                                       ----------     ------------
<S>                                                                    <C>            <C>
                  Numerator:
                  Net loss and numerator for basic and diluted loss
                    per share                                          $ (359,431)    $ (1,379,864)
                                                                       ==========     ============

                  Denominator:
                  Denominator for basic earnings per share-
                    adjusted-weighted-average shares                   16,107,133       16,107,133
                                                                       ==========     ============

                  Basic loss per share                                 $    (0.02)    $      (0.09)
                                                                       ==========     ============

                  Diluted loss per share                               $    (0.02)    $      (0.09)
                                                                       ==========     ============
</TABLE>

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


                                      F-13


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, on June
6, 2005.

                           MYRIAD ENTERTAINMENT & RESORTS, INC.,

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

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

                                POWER OF ATTORNEY

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

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

 /s/ Scott Hawrelechko      Chairman, Chief Executive Officer,     June 10, 2005
------------------------    President, Chief Financial Officer
Scott Hawrelechko           and Director


/s/ Dr. Robert S. Ross      Director                               June 10, 2005
------------------------
Dr. Robert S. Ross


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


Date: June 10, 2005.


                                       10


<PAGE>

                               SYNERGY 2000, INC.
                                   FORM 10-KSB
                                INDEX TO EXHIBITS


EXHIBIT
NUMBER       DESCRIPTION

31.1         Certifications Pursuant to Securities Exchange Act Rule
             13a-14(a)/15d-14(a)
32.1         Certifications Pursuant to 18 U.S.C. Section 1350

                                        11