UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-KSB

xANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006

oTRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ______________ TO________________

COMMISSION FILE NO. 0-24640



MYRIAD ENTERTAINMENT & RESORTS, INC.(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

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|Delaware                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 64-0872630                           
|(STATE OR OTHER JURISDICTION 
OF INCORPORATION OR ORGANIZATION)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (IRS EMPLOYER 
IDENTIFICATION NUMBER)
|2565 Horizon Lake Drive, Suite 110, Memphis, Tennessee 38133(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(910) 987-5314(ISSUER'S TELEPHONE NUMBER)
Securities registered under Section 12(b) of the Securities Exchange Act
of 1934, as amended ("Exchange Act"): NONE.
Title of each class name of each exchange on which registered Securities
registered under Section 12(g) of the Exchange Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE.
Check whether the issuer (1) filed all reports required to be filed under Section 13 or 15(d) of the Exchange Act, during the past 12 months (or for such shorter period that the Issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes X   No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes X  No
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of Issuer's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.   
The Issuer had no revenues for the fiscal year ended December 31, 2006.  The aggregate market value of the voting stock held by non-affiliates of the Issuer based upon the last sale price of our common stock on April 13, 2007 was approximately $16,654,531.95.  Shares of common stock held by each executive officer and director and by certain persons who own 5% 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.
Number of shares outstanding of Issuer's common stock, $0.001 par value, outstanding on April 13, 2007: 40,360,071.
Documents Incorporated by Reference: NONE
Transitional Small Business Disclosure Format (Check one):  Yes   No 









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|----------------- | --------------------------------------------------------------------------------------------------------------- | --
|TABLE OF CONTENTS
|PART I            |                                                                                                                 | 3 
|ITEM 1.           | BUSINESS                                                                                                        | 3 
|ITEM 2.           | DESCRIPTION OF PROPERTIES                                                                                       | 9 
|ITEM 3.           | LEGAL PROCEEDINGS                                                                                               | 9 
|ITEM 4.           | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                             | 9 
|PART II           |                                                                                                                 | 10
|ITEM 5.           | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES    | 10
|ITEM 6.           | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                           | 11
|ITEM 7.           | FINANCIAL STATEMENTS                                                                                            | 17
|ITEM 8.           | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                            | 17
|ITEM 8A.          | CONTROLS AND PROCEDURES                                                                                         | 17
|ITEM 8B.          | OTHER INFORMATION                                                                                               | 19
|PART III          |                                                                                                                 | 20
|ITEM 9.           | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT | 20
|ITEM 10.          | EXECUTIVE COMPENSATION                                                                                          | 23
|ITEM 11.          | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                                  | 26
|ITEM 12.          | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                  | 27
|ITEM 13.          | EXHIBITS.                                                                                                       | 28
|ITEM 14.          | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                          | 30



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PART I

ITEM 1.

BUSINESS

BACKGROUND

Myriad Entertainment & 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.  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, with Scott Hawrelechko, the Companys former Chairman, Mr. Hawrelechko acquired twenty-two million (22,000,000) shares of the Company's Common Stock representing control of the Company in consideration for the sale, transfer and assignment by Mr. Hawrelechko of certain assets including a thirty-three percent (33%) interest in Myriad-Tunica.

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

Where we are now

Our immediate business objective is to implement the business plan of Myriad-Tunica.  Our 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. As of the date of this filing, we do not own any destination resorts, country clubs, golf courses, casinos, hotels, resort amenities or related facilities.  Although construction of the resort has not begun as of the date of this filing, we have taken numerous steps toward its development, including:

On October 18, 2006, our wholly owned subsidiary, MER Resorts, Inc. obtained an additional sixty-six percent (66%) ownership in Myriad-Tunica, for a total of ninety-nine percent (99%);

On August 9, 2006, we hired Mr. Nicholas Lopardo as our Chairman of the Board;

On July 24, 2006, we announced the initiation of the permitting process to secure all permits and approvals necessary for the construction mobilization targeted for July 2007.  We anticipate having these approvals and permits within the next four to six months;

On June 29, 2006, we announced the approval from the Tunica County Board of Supervisors to implement a Tax Incentive Financing (TIF) plan that Myriad-Tunica can use to finance approximately $70 million of infrastructure costs associated with the construction of the resort;

On July 1, 2006, Mr. John Meeske became our Chief Executive Officer.  Mr. Meeske has extensive resort and club management experience;

On June 21, 2006 we expanded our board of directors, by adding six new directors each with extensive experience to assist us in facilitating our business plan;

On April 21, 2005, the Mississippi Development Authority granted approval for participation in the Mississippi Tourism Incentive Program (TIP) and issued to Myriad-Tunica a TIP certificate for up to approximately $290 million of sales tax rebates; and



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On March 16, 2006, the Gaming Commission granted approvals to Myriad-Tunica for: (i) a two-year extension of gaming site and site development; and (ii) five additional casino sites.

We currently estimate that the cost of the planned resort will total $2.0 billion and we can make no assurance that we will be able to raise this capital.

Proposed Nature of Operations

Our primary operations are intended to be focused on destination experience resorts such as the Myriad-Tunica project.  We will be required to accomplish substantial goals in order to establish operations in destination experience resorts, including: (a) secure approximately $2.0 billion in financing; (b) get Gaming Commission approvals on numerous licenses and permits; and (c) hire and retain a management team to implement and sustain our plans.  We hope to have our licenses and approvals for construction in place within 6-8 months of the date of this Offering Memorandum and to begin construction mobilization by mid to late 2007.  We do not anticipate that Myriad Tunica will have any operating revenues until completion of this construction.

We anticipate that the projected timeline from mobilization to construction and completion of the project to be as follows: (a) October 1, 2006 to December 30, 2006: (i) complete design concept stage of the resort by Paul Ma and; (ii) complete drainage and site plan engineering for the 404 permit for development by Allen Hoshall by September 2007;  (b) January 1, 2007 to July 30, 2007: Site work industry (weather permitting) and build architectural design plans and specifications on the vertical structure to a seventy-five percent (75%) complete to start bidding process.  (c) August 1, 2007: Start the bid process to secure a confirmed cost not to exceed bid from general contractor.  (d) August 30, 2007: Start building the vertical structures to complete construction in 36 to 44 month schedule.  January 1, 2008:  commence preopening marketing and human resource process for operation.

We are in the process of retaining experienced leadership to help facilitate the implementation of our core business of providing a personalized club experience.  The addition of Mr. Meeske, our Chief Executive Officer, and Mr. Lopardo, our Chairman of the Board is our initial step toward building a talented and knowledgeable management team.  Further, we intend to focus on branding our licenses and utilizing Myriad-Tunica as a model to develop these brands

OWNERSHIP AND CONTROL OF MYRIAD WORLD RESORTS OF TUNICA, LLC

On October 18, 2006 we obtained, through our wholly owned subsidiary, MER Resorts, Inc., an additional sixty-six percent (66%) of the limited liability company membership interests in Myriad-Tunica.  As a result, we own, through MER Resorts, a ninety-nine percent (99%) ownership in Myriad-Tunica.  The remaining limited liability company interest in Myriad-Tunica is owned by Myriad Golf Resorts, Inc. an Alberta, Canada corporation.  We are the sole manager of Myriad-Tunica and are responsible for the day-to-day operations of that entity.

MYRIAD-TUNICA - PROJECT OVERVIEW

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

The Myriad-Tunica is intended to be a multi-attraction themed resort designed to be an International destination, including an 18-hole golf course.  The project will be less than 30 minutes south of Memphis, Tennessee.  The Myriad-Tunica Project will emphasize the spirit and history of Mississippi and the Mississippi River -- the Heartland of America -- a story that will intrigue the mind of the global guest seeking travel and leisure.  All attractions of the Myriad-Tunica Project are subject to final design, safety, and engineering specifications.  The Myriad-Tunica Project will be situated on 513 acres along the Mississippi River in Tunica County, Mississippi for year-round enjoyment of the following resort attractions:

·

Four (4) casinos;

·

Four (4) Hotels 500 rooms each;

·

Covention Hotel 1,200 rooms;

·

Convention center;



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·

18 hole Golf Course;

·

Water Park;

·

Mississippi Eye (observatory);

·

Luxury Spa;

·

Botanical Gardens;

·

2,500 seat performance venue; and

·

Retail.

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

·

Casino players;

·

Families;

·

Conventions, exhibitions and trade shows (particularly botanical shows); and

·

Golf enthusiasts.

The Myriad-Tunica project is estimated to cost approximately $2.0 billion to complete and mobilization is scheduled to commence in 2007.  While our strategy is to capitalize on the destination resort concept, we may not be able to realize those objectives due to factors beyond our control, including without limitation, significant risks associated with financing the construction, management and operation of the Myriad-Tunica project, cash flow requirements, attraction and retention of experienced management, and compliance with regulatory conditions, permits and licensing approvals.

CONSTRUCTION MANAGEMENT

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

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

CASINO AND HOTEL MANAGEMENT

We believe that the casino and hotel management for the Myriad-Tunica project will be undertaken by an outside management company experienced in this industry.  We anticipate the construction of four, five hundred room hotels for the four casinos.  We will rely on the board and diverse talent of our management team and board of directors to find and retail the right person or company for this endeavor.  In addition to possibly using management agreements with any management company, we may acquire whole or partial ownership in any such company.



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PROJECT SITE

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

The Tunica Airport runway was lengthened to 7,000-plus feet in the Fall 2004 granting access to corporate and regional aircraft.  The Tunica Airport is currently accessed by Lear Jets and Twins. The Company has been informed that Tunica County is in discussions with three major airlines to service the Tunica Airport with scheduled commercial flights.

GAMING AND TOURISM INDUSTRIES IN TUNICA, MISSISSIPPI

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

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

"... the Mississippi Gaming Commission has recently begun to publish data for the Mississippi River counties and have separated the data into the North River Region and the South River Region.  The North River Region is essentially the Tunica casinos with the addition of one casino in Lula.  The South River Region includes casinos in Vicksburg, Greenville and Natchez.  The total gaming revenues in the North River Region, essentially Tunica, remain strong totaling approximately $1,481,685,000 in 2003 or 79 percent of the total for the Mississippi River counties and 44 percent of the state total ..." The actual number of overnight visitors to Tunica is just over 1 million, 1,034,000 or 7.6 percent of the population within 250 miles of the project.  With 12,624,000 persons within 150 miles not visiting Tunica, it would appear that there is significant potential for growth.  It should also be noted that 30 percent or over 4 million persons within the market area are not 21 and cannot gamble.  To attract these, and their families, other activities and attractions are necessary for growth.  Because of many factors including single-parent households and two parents working, many prefer to spend vacations with the entire family.  Parents look for the opportunity to spend "quality time" with their children.  The importance of this has become even more pronounced since the tragic events since 9/11.  Recognizing the importance of this, the [Tunica] Convention & Visitors Bureau supports the development of "resorts" rather than more casinos.  Therefore, the concept proposed by Myriad with the wide variety of activities and entertainment appears prudent as this is perceived as the way to increase the market for Tunica by attracting many of the more than 12 million persons within a 250-mile radius to visit the area."



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REGULATORY APPROVALS

Approved on March 16, 2006, the Mississippi Gaming Commission approved the revised gaming site and site development plan of the Myriad-Tunica project for 24 months, renewing the approval originally granted to Myriad-Tunica in June 2004.  Any such additional casino developments would require Mississippi Gaming Commission approval before construction could begin.  On April 21, 2005, the Mississippi Development Authority granted approval to Myriad-Tunica for participation in the Mississippi Tourism Incentive Program and awarded it a Mississippi Tourism Incentive Certificate (TP-016) making it eligible to receive up to $290,950,000 of sales tax rebates, effective during the first ten years of operation, collected from revenues generated from family-oriented operation of its proposed resort development.  The amount awarded was based on a formula that qualified 35% of the capital invested in family-oriented components of the resort to be eligible for rebate.  On July 8, 2004, the Board of Supervisors of Tunica County, Mississippi, approved an easement for the Myriad-Tunica project, which permits a roadway to be constructed through the property leading to the resort entrance.  Previously, in April 2003, the County of Tunica issued a support letter offering appropriate tax incentive and the use of revenue bonds to help Myriad-Tunica to secure the most attractive tax-exempt financing facility.  Additionally, the County of Tunica stated that it would consider providing other forms of financial assistance such as allowable development cost offsets for roads and easements, infrastructure savings and any applicable county or State tax abatement programs.  PENDING.  Notwithstanding such approvals, the Mississippi Gaming Commission may impose unanticipated requirements regarding the licensing of owners and managers of the casino to be constructed as part of the Myriad-Tunica project.  The opening and operation of the casino will be contingent upon Myriad-Tunica's receipt and maintenance of all regulatory licenses, permits, approvals, registrations, findings of suitability, orders and authorizations.  The laws, regulations and ordinances requiring these licenses, permits and approvals generally relate to the responsibility, financial stability and character of the owners and managers of gaming operations, as well as persons financially interested or involved in gaming operations.  The scope of the approvals required to open and operate a casino facility are extensive.  Failure to obtain or maintain the necessary approvals could prevent or delay the completion or opening of all or part of the Myriad-Tunica project or otherwise affect the design and features of the Myriad-Tunica project.  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, the Company understands that 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 Tunica LLC.  Any such disciplinary action could significantly impair our operations.

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

As of July 24, 2006 our engineering principals, John Almond PE and Michael Young PE of Allen & Hoshall are 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 believe that we are in substantial compliance with all such laws, ordinances and regulations applicable to our facilities and operations.

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

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



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INTELLECTUAL PROPERTY

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

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

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

ITEM 2.

DESCRIPTION OF PROPERTIES

Currently our corporate headquarters are located in Memphis, Tennessee.

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.  We plan to move into these new offices in the near future.  We believe that our current facilities are adequate to meet our foreseeable requirements or that suitable additional or substitute space will be available at competitive local rental rates if necessary.

ITEM 3.

LEGAL PROCEEDINGS

On June 26, 2006, Cordell Funding LLP, an entity engaged by us to assist us in providing real estate financings, filed a complaint against us in the Supreme Court of the State of New York, County of New York.  The suit seeks damages in excess of $2.3 million for our alleged failure to pay Cordell a commitment fee pursuant to a commitment agreement, entered into in March 2006.  We have been granted an extension to respond to the complaint by September 5, 2006.  On September 22, 2006, we executed a Settlement and Mutual General Release with Cordell providing for the complete dismissal of the action by Cordell in the amount of $30,000.

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 2006, 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 note who validated?

Our common stock generally trades on the OTC Bulletin Board system under the symbol "MYRA.  For the period from February 7, 2005 to March 3, 2006, our stock was listed on the Pink Sheets under the stock ticker symbol "MYRA.PK.  Our common stock resumed trading on the OTC Bulletin Board effective March 3, 2006 under the symbol "MYRA."

|                    |      |     
|------------------- | ---- | ----
|                    | 2007
|                    | High | Low 
|1st Quarter         | 0.85 | 0.34
|Thru April 13, 2007 | 0.45 | 0.41
|                    | 2006
|                    | High | Low 
|1st Quarter         | 1.00 | 0.16
|2nd Quarter         | 0.50 | 0.39
|3rd Quarter         | 0.39 | 0.21
|4th Quarter         | 0.50 | 0.20
|                    | 2005
|                    | High | Low 
|1st Quarter         | 0.50 | 0.15
|2nd Quarter         | 0.35 | 0.10
|3rd Quarter         | 0.40 | 0.10
|4th Quarter         | 0.30 | 0.15



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 March 23, 2007 there were approximately 532 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.



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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.

In July 2004, we sold 5,000 shares of our common stock to one investor at a purchase price of $0.30 per share.  The investor represented in writing that it was an accredited investor and acquired the securities for its own account.  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  an  exemption  from  the  registration   requirements  of  the Securities Act.

During Fiscal year ended 2005, we sold an aggregate of 1,334,501 shares of our common stock to 34 investors at 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 an the availability of an exemption  from  the registration requirements of the Securities Act.

During fiscal year ended 2006, we sold an aggregate of 950,334 shares of our common stock to 20 investors at 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 an the availability  of  an  exemption  from  the  registration   requirements  of  the Securities Act.

ITEM 6. 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.  Forward-looking statements are subject to inherent risks and uncertainties, some of which are summarized in "Risk Factors" section of this Form 10-KSB.

GENERAL

The company now owns 99% of the Tunica opportunity up from 33% just last year making it  possible to fund this venture.  We recently had our casino sites plans approved, we are close to gaining all of our permits, our team has been restructured, our funding credibility has grown under our Chairman Nicholas Lopardo and the Tunica Destination has made several positive moves.  Our company has completed its feasibility and appraisals and is focused on building the following resort in Tunica Mississippi:



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·

Four (4) casinos;

·

Four (4) Hotels 500 rooms each;

·

Covention Hotel 1,200 rooms;

·

Convention center;

·

18 hole Golf Course;

·

Water Park;

·

Mississippi Eye (observatory);

·

Luxury Spa;

·

Botanical Gardens;

·

2,500 seat performance venue; and

·

Retail.



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 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.



ORGANIZATIONAL STRUCTURE

The team has added Nicholas Lopardo, who will be communicating the Myriad story to those that can help fund the project and gaining client loyalty.  We brought in Rob Leahy as Executive Vice President of Finance, who has spent the past 10 years with Atlantis in the Bahamas - this is the type of experience we want to build our team around.  Beth Meister, former owner of ClubConcepts, joined our team to train and implement our Operating Protocol - "Personalized ClubLevel Service and Experiences" needed to build staff loyalty, help keep staff turnover low and guest repeat and referral business high.  JD Daniel joined our team bringing his Tiger Woods 1st Tee experience and his leadership as President of USA Partners to help us with our commitment to make a difference in our communities we build resorts as well as involve our employees in lifestyle activities.  James Shipley joined our team to bring awareness to Sports Marketing and Corporate Groups and how to attract Meeting Planners.



THE TUNICA DESTINATION

The Tunica area, our first resort destination location, has recently added Interstate Highway 69 which cuts the drive time from the Memphis International Airport to Tunica down to 30 minutes and makes the drive pleasant.  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 Myriad especially since the regional airport is within 1 1/2 miles, and Myriads site is closer to the airport than any other casino in Tunica.



Tunica has nine casino properties, is the third largest gaming city and has several of the nationally famous and successful Casino companies such as Harrahs, MGM. Boyd, Penn National etc.  These properties are upwards of 10 to 12 years old giving the potential new Myriad Resort a competitive edge.  Our expectations are that this will prompt these companies to invest additional funds into the Tunica properties making the overall Tunica destination even better.  We may not be Las Vegas yet but watch the growth of this Mid America destination.





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There are over 12 million people within 150 miles of Tunica.  Our planned resort with its Water Park, Championship Golf Course, and attractions such as The Eye in the Sky, its major Entertainment strategic plan, the new Convention Center, the Botanical theme, the International Spa, the many new restaurants and the Casinos is expected to draw a much broader market at a higher economic income strata.  There are approximately 48 million people within an eight hour drive, 1,700,000 potential clients within 1 1/2 hours of Tunica and Memphis is only 30 minutes away.



STRATEGIC PLANS



We are in the middle of implementing a Sports Branding plan that is expected to further increase the market appeal of the overall Resort both for overnight stays and day visits.  The objective of maximizing the market appeal, blending conventions, social guests, sports enthusiasts and Casino players appeals to cross selling opportunities and greater potential Gross Sales per Occupied Room.  This successful strategy is part of the Business Plan for Myriad of Tunica.



We are planning to ultimately have several casinos and hope to become the largest single casino destination in Tunica and one of largest in the US which calls for talent like Bill Callnin, Chairman of CAYUGA Hospitality  Bill has focused on the Casino Industry for over 30 years.  Our Board has Jerry Wayne who has spent 17 years building the successful marketing & sales plan for Gaylords Opryland Convention Hotel in Nashville Tenn.  This property is known to run high occupancies and is one of most successful convention hotels in the world.  We are seeking the help of several signature golf course architects and builders to implement our Botanical Golf Course and will be announcing this once our funding is complete.  We are 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.



Being a part of building Mid-Americas finest resort destinations is not only exciting to our shareholders but recently our property owners, who are selling us their land to build this resort, offered to became a significant partner and owner in our company.  While the details will be completed shortly this move could have a significant impact on our ability to move forward with the funding.



THE TUNICA RESORT DREAM



After six years of focus on the Tunica Resort Dream, there are signs of significant progress leading to meeting our Mission.  We have our casino sites approved, our team is in place and ready to move forward. The Company has made significant progress on several fronts, including moving toward funding the project.  Further, we are in discussions with the land owners which could result in several joint relationships.  We are close to completing all of our entitlements and permits - we have been granted a two year extension on our tourism grant. Our appraisals and feasibility studies have validated our financial requests.  John Meeske, our Chief Executive Officer was just honored by Golf Inc. Magazine as the Development Newsmaker of the Year for the Myriad Resort along with some of the finest developers in the world.

I. RESULTS OF OPERATIONS



STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2006 TO DECEMBER 31, 2005



The Company generated no revenues during the twelve months ended December 31, 2006 and December 31, 2005.  During 2006, we focused our attention on implementing our future plan of operations as described in this quarterly report.

The Company's operating expenses for the twelve months ended December 31, 2006 was $4,437,572 compared to $848,891 during the comparable period for 2005.  This increase in operating expenses was primarily attributable to increased professional fees and other expenses, management fees due to a related party and stock issued for services to consultants.  In addition, the Company had salary expense of $821,704 in 2006 and $0 in 2005.  This is due to accrued salary and consulting expense. The Company also incurred interest expense of $1,131,606 in 2006 and $48,144 in 2005. The majority of this is due to the non-cash beneficial conversion feature associated with a $1,050,000 debenture. The Company had a net loss of $5,569,246, or $(.13) per share, for the twelve months ended December 31, 2006, as compared to a net loss of $897,081, or $(.02) per share for the quarter period ended December 31, 2005.



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The financial information for 2005 has been restated to reflect the receipt of 66% of Myriad  Tunica that occurred during the 4th quarter of 2007.  As a result the Company now owns 99% of Myriad Tunica.  The Company concluded that this receipt represented a common control transaction and therefore should be reflected in the earliest financial information presented.  Accordingly, the financial results for both years reflect Myriad  Tunica as a consolidated subsidiary.

The Company's revenues during 2007 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 2007.

LIQUIDITY AND CAPITAL RESOURCES

December 31, 2006

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 a negative $3,724,438 as of December 31, 2006 compared to a negative $734,690 as of December 31, 2005.  This deficit was attributable to an increase in accrued liabilities, accrued legal fees, including interest, and partially offset by stock sales to accredited investors during the quarter ended December 31, 2006.  At December 31, 2006, the Company had cash of $40.

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, 2006, the Company had $16,120 outstanding on this credit facility, bearing interest at a rate of 13.99%.

Net cash used by operating activities was $1,139,826 for the twelve months ended December 31, 2006, as compared to $406,917 for the comparable period during 2005.  This change was a result of increased 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, 2006 was $1,070,972, consisting primarily of $1,095,405 derived from the sale of stock partially offset by repayments of short borrowings and a lease deposit of $18,663 as compared to $477,829 in 2005 which consisted of $471,400 derived from the sale of stock and $15,092 in net borrowings from a related party (Myriad-Golf), which were partially offset by the repayment of short-term borrowings in the amount of $8,663, for the comparable period 2005.  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 $3,600,000.  Our working capitaland estimated range of funding needed for the implementation of the Myriad-Tunica plan is approximately $2. billion.

During the 4th 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 a convertible debenture.  This debenture accrues interest at 8% annually and is due in full on September, 12, 2007.



During the 4th quarter the former Chief Executive Officer contributed 8,963,131 shares of common stock back to the Company which were subsequently cancelled.





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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 $739,008 due at December 31, 2006 for legal fees for services rendered by our previous attorney.  The amount owed accrues interest at 10% per year, or approximately $187,815 through December 31, 2006.  We consider these fees to be a bill payable and no formal arrangement has been made to service this repayment.  We also owed approximately $68,000 to our current attorneys at December 31, 2006.

The Company's revenues during 2006 and beyond are dependent upon its ability to implement its business plan and to secure the requisite financings in connection therewith.  Except as otherwise set forth in this discussion, we are not aware of any trend that will adversely affect our Company's prospects in 2007.

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, 2006, the Company has net operating loss carryforwards estimated to be approximately $4,900,000 for income tax purposes which are set to expire from 2019 to 2023.  Upon completion of the Company's income tax returns for the year ended December 31, 2005 there may be adjustments to this estimate of the carryforwards.  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.  Management is evaluating whether the change in ownership, which would trigger the Section 382 limitations, has occurred.  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

a.

In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, Accounting Changes and Error Corrections.  This statement replaces Accounting Principles Board Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle.  This statement applies to all voluntary changes in accounting principles.  It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions.  When a pronouncement includes specific transition provisions, those provisions should be followed. implementation of this pronouncement did not have a significant impact on the consolidated financial statements in the current year.

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 No. 25, Accounting for Stock Issued to Employees.   At the date of adoption there were no stock awards outstanding.



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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 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 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.



In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements.  This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements.  The Companys management does not anticipate that this pronouncement will have a significant impact on the consolidated financial statements.



In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109 (FIN 48), which clarifies the accounting for uncertainty in income tax positions.  FIN 48 requires that the Company recognize in the consolidated financial statements the impact of a tax position that is more likely than not to be sustained upon examination based on the technical merits of the position.  The provisions of FIN 48 will be effective for the Company as of the beginning of the Companys 2007 fiscal year, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings.  The Company is currently evaluating the impact of adopting FIN 48 on the consolidated financial statements.



In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108, Considering the Effect of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108).  SAB 108 requires that registrants quantify errors using both a consolidated balance sheet and consolidated statement of income approach and evaluate whether either approach results in a misstated amount that, when all relevant quantitative and qualitative factors are considered, is material.  SAB 108 is effective for the Company in fiscal 2006 and did not have a material impact on the Companys consolidated 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 7.

FINANCIAL STATEMENTS

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

ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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



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ITEM 8A.

CONTROLS AND PROCEDURES

(a) As of December 31, 2006, we conducted an evaluation, under the supervision and participation of our management, including the Companys 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.



In connection with the audit of our Consolidated Financial Statements for the fiscal year ended December 31, 2006, our independent registered public accounting firm informed us that we had significant deficiency constituting material weaknesses as defined by the standards of the Public Company Accounting Oversight Board, which had been identified in connection with the audit of our Consolidated Financial Statements for the fiscal year ended December 31, 2006.



The significant deficiency in internal control identified consisted of insufficient technical accounting resources related to consolidated financial statement preparation and disclosures required under accounting principles generally accepted.



Based on the evaluation, the Companys Chief Executive Officer (who is the principal 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-KSB. Management identified a material weakness, due to an insufficient number of resources in the accounting and finance department, resulting in (i) an ineffective review, monitoring and analysis of schedules, reconciliations and financial statement disclosures and (ii) the misapplication of U.S. GAAP and SEC reporting requirements. Due to the pervasive effect of the lack of resources, including a lack of resources that are appropriately qualified in the areas of U.S. GAAP and SEC reporting, and the potential impact on the financial statements and disclosures and the importance of the annual and interim financial closing and reporting process, in the aggregate, there is more than a remote likelihood that a material misstatement of the annual financial statements would not have been prevented or detected. Based on that evaluation, the Chief Executive Officer (who is the principal accounting officer)concluded that our disclosure controls and procedures have not been operating effectively as of the end of the period covered by this report.



Remediation Plans



Management is also in the process of remediating the above-mentioned weakness in our internal control over financial reporting and has designed the following steps to be implemented:



·

Develop procedures to implement a formal monthly closing calendar and process and hold monthly meetings to address the monthly closing process;



·

Establish a detailed timeline for review and completion of financial reports to be included in our Forms 10-QSB and 10-KSB;



·

Enhance the level of service provided by outside accounting service providers to further support and supplement our internal staff in accounting and related areas;



·

Seek additional staffing to provide additional resources for internal preparation and review of financial reports; and



·

Employ the use of appropriate supplemental SEC and U.S. GAAP checklists in connection with our closing process and the preparation of our Forms 10-QSB and 10-KSB.



These remediation plans will be implemented during the second and third quarters of fiscal 2007. The material weakness will not be considered remediated until the applicable remedial procedures are tested and management has concluded that the procedures are operating effectively.



Management recognizes that use of our financial resources will be required not only for implementation of these measures, but also for testing their effectiveness. Based on our existing funds, there can be no assurance that such procedures will be implemented on a timely basis, or at all.





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Changes in Internal Control over Financial Reporting



There were no changes in our internal control over financial reporting during the quarter ended December 31, 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





ITEM 8B.

OTHER INFORMATION



None.



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PART III

ITEM 9.

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

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 April 13, 2007:

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.

|                    |     |                                                            
|------------------- | --- | -----------------------------------------------------------
|Name                | Age | Position                                                   
|                    |     |                                                            
|Nicholas Lopardo    | 60  | Chairman of the Board                                      
|                    |     |                                                            
|John Meeske         | 65  | Director and Chief Executive Officer                       
|                    |     |                                                            
|Elizabeth Meister   | 46  | Executive Vice President of People Development and Director
|                    |     |                                                            
|Dr. Robert S. Ross  | 86  | Director                                                   
|                    |     |                                                            
|Dale Cheek          | 53  | Director                                                   
|                    |     |                                                            
|Fiona Sutton        | 53  | Director                                                   
|                    |     |                                                            
|Paul Ma             | 55  | Director                                                   
|                    |     |                                                            
|William J. Callnin  | 73  | Director                                                   
|                    |     |                                                            
|Jerry Anthony Wayne | 56  | Director                                                   
|                    |     |                                                            
|John M. Daniel, Jr. | 46  | 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 6th 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.



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JOHN MEESKE was appointed to the Board of Directors on May 16, 2006 and became our Chief Executive Officer on July 1, 2006 and a member of our Audit Committee since March 2007.  Prior to July 1, 2006, Mr. Meeske worked for ClubCorp, the nations largest private country club company (owner/operator of Pinehurst Resort & Club, Homestead Resort & Club, and Barton Creek Resort & Club to name a few).  ClubCorp. hired John in the mid 1980s following the sale of his two destination resorts to the company.  John is a member of CAYUGA Hospitality Advisors, a consulting group of graduates and faculty members of the Cornell Hotel School, the founder and principal of Resorts & Clubs, Inc. and a member of the International Resort Management Association.  Furthermore, he represents USA Partners in North Carolina and serves on the Board of the Downtown Development Corp. in Fayetteville, NC.  John received his MBA from Michigan State University and is currently the Director of The Center for Resort and Club Management at Methodist College, NC, the nations first accredited Business and Liberal Arts Institution that is dedicated to Resort & Club Management Concentration.

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.

ELIZABETH MEISTER was elected to the Board of Directors on March 30, 2007.  Ms. Meister is Chairperson of Nominating Committee and member of Audit Committee.  Ms Meister is the President of Club Concepts Consulting, LLC, an innovative marketing firm purchased by Myriad Entertainment and Resorts working with developers and managers on the consultation, development, training and implementation of key marketing, sales and training initiatives. Over the past 20 years in the Club business, Beth has held several senior management sales and marketing positions with club industry leaders. Beth grew up in the country club business in South Florida.   After graduation from college, a natural transition brought her to the Club marketing business with Club Corporation of America, one of the largest club operation and ownership companies in the United States.  Beth worked as a membership director for 6 years before joining the Arnold Palmer Golf Management Company.  As part of the Marketing Department she oversaw the marketing and sales for the companys 15 private clubs.  She also developed sales programs for catering and tournament operations for the companies public daily fee golf course division.  Beth was then promoted to director of business development, directing the management services division and was a member of the acquisition, takeover and implementation team.  Upon leaving Arnold Palmer Golf, Beth joined the Boca Raton Resort and Club as Director of Club Operations. Overseeing the Clubs member usage of the Hotel and Clubs 6 restaurants, beach club and off site country club facilities.  During her career Beth has assisted over 100 Clubs in the United States with successful marketing programs.





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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 is currently consulting as the casino expert in the development of a $360 million resort and casino on a 900-acre site in northeastern Pennsylvania.  Upon licensing and opening of the casino to the public, Mr. Callnin will provide ongoing asset management services for the casino's owner.  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.

JERRY ANTHONY WAYNE was appointed a Director on June 21, 2006.  From 2004 to Present, Mr. Wayne has been the Vice President of Sales and Marketing at the Greenbrier Resort in West Virginia.  From 2001 until 2004, Mr. Wayne was the Executive Director of Sales and Marketing at the Galt House Hotel and Suites, The Executive Inn and the Executive West Hotels, Kentucky's three largest hotels.  From 1981-2000, Mr. Wayne acted as Senior Vice President of Sales and Marketing, Hospitality and Attractions with Gaylord Entertainment, formerly known as the Opryland Hotel in Nashville, TN.  With Opryland, he was also responsible for overseeing sales offices in Washington, D.C., New York, Chicago, Orlando and Dallas.  Mr. Wayne has been involved since the conception of Myriad, providing opening sales and marketing budget.

JOHN M. DANIEL JR. was appointed as a Director on June 21, 2006 and Chairman of our Audit Committee since March 2007.  Mr. Daniel founded USA Partners Sports Alliance (USAP) in 2002 as the Managing Principal.  USAP is a resource organizer of grants and resources of some of the largest sports organizations in America with a purpose of developing multi-purpose sports complexes around the Country.  Mr. Daniel founded TourTurf, and was most recently head of construction and design for the First Tee, which is a national program to make golf accessible to children of all socio-economic backgrounds.  He has participated in the design and development of over 100 golf facilities throughout the United States.  Prior to his involvement with The First Tee, Mr. Daniel was the Executive Director of the Hiawatha Golf Project.  Mr. Daniel is a former PGA Professional, as well as a golf instructor.

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 Botanical 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.



21





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Family Relationships

As of December 31, 2006, 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 10.

EXECUTIVE COMPENSATION

No compensation was paid by the Company during 2004, 2005 and 2006 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 is to receive a base salary of $250,000 per year, which shall accrue and be paid upon the Company receiving $5 million in financing.

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.

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, 2006.  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.

|                            |  |      |      |  |        |   |   |       |  |  |        |  |  |        |    |  |              |  |    |              |  |  |           |  |  |  |    |  |  |  |   
|--------------------------- |  | ---- | ---- |  | ------ | - | - | ----- |  |  | ------ |  |  | ------ | -- |  | ------------ |  | -- | ------------ |  |  | --------- |  |  |  | -- |  |  |  | --
|                            |  |      |      |  |        |   |   |       |  |  |        |  |  |        |    |  |              |  |    | Non-Equity   |  |  |           |  |  | 
|                            |  |      |      |  |        |   |   |       |  |  |        |  |  |        |    |  | Option/      |  |    | Incentive    |  |  |           |  |  | 
|                            |  |      |      |  |        |   |   |       |  |  |        |  |  | Stock  |    |  | Warrant      |  |    | Plan         |  |  | All Other |  |  | 
|Name and Principal Position |  | Year |      |  | Salary |   |   | Bonus |  |  | Awards |  |  | Awards |    |  | Compensation |  |    | Compensation |  |  | Total    
|John Meeske                 |  |      | 2006 |  |        | $ | 0 | (1)   |  |  | $0     |  |  |        | $0 |  |              |  | $0 |              |  |  | $0        |  |  |  | $0 |  |  |  | $0
|Chief Executive Officer     |  |      |      |  |        |   |   |       |  |  |        |  |  |        |    |  |              |  |    |              |  |  |           |  |  |  |    |  |  |  |   
|Nicholas Lopardo            |  |      | 2006 |  |        | $ | 0 | (2)   |  |  | $0     |  |  |        | $0 |  |              |  | $0 |              |  |  | $0        |  |  |  | $0 |  |  |  | $0
|Chairman of the Board       |  |      |      |  |        |   |   |       |  |  |        |  |  |        |    |  |              |  |    |              |  |  |           |  |  |  |    |  |  |  |   
|Scott Hawrelechko           |  |      | 2006 |  |        | $ | 0 | (3)   |  |  | $0     |  |  |        | $0 |  |              |  | $0 |              |  |  | $0        |  |  |  | $0 |  |  |  | $0
|                            |  |      | 2005 |  |        | $ | 0 | (3)   |  |  | $0     |  |  |        | $0 |  |              |  | $0 |              |  |  | $0        |  |  |  | $0 |  |  |  | $0

(1)

Mr. Meeske became our Chief Executive Officer on July 1, 2006.  Pursuant to Mr. Meeske's employment agreement, he is to receive a base salary of $250,000 per year, which shall accrue and be paid upon the Company receiving $5 million in financing.  Pursuant to Mr. Meeskes employment agreement, he is to receive an option to purchase 2,000,000 shares of common stock.

(2)

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.

(3)

Mr. Hawrelechko became our Chairman and Chief Executive Officer effective July 6, 2004 at the closing of the change in control transaction involving the issuance of 22,000,000 shares of the Company's common stock to Mr. Hawrelechko.  Mr. Hawrelechko resigned as our Chief Executive Officer and Chairman in July and August, 2006, respectively.  Mr. Hawrelechko has also resigned as our Chief Financial Officer and a Director on November 1, 2006.

There were no option grants during 2006.  Effective with the closing of the change in control transaction on July 6, 2004 involving the issuance of 22,000,000 shares of the Company's Common Stock to Mr. Hawrelechko, all options previously granted to Mr. Dabich and Ms. Smith, former employees of the Company, were cancelled.  Accordingly, we have not included any further information regarding individual grants of stock options during fiscal 2004 and 2005 to each of the named executive officers.



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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, 2006.

|                 |  |                                                                 |  |  |                                                                                            |  |    |                       |  |  |                        |  |  |                                                         |  |  |                                                      |  |    |                                                                                                     |  |  |                                                                                                                      |  |  |  |    |  |  |  |   
|---------------- |  | --------------------------------------------------------------- |  |  | ------------------------------------------------------------------------------------------ |  | -- | --------------------- |  |  | ---------------------- |  |  | ------------------------------------------------------- |  |  | ---------------------------------------------------- |  | -- | --------------------------------------------------------------------------------------------------- |  |  | -------------------------------------------------------------------------------------------------------------------- |  |  |  | -- |  |  |  | --
|                 |  | 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
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested |  |  | Equity
Incentive
Plan
Awards:
Market or
Payout Value
of Unearned
Shares,
Units, or
Other Rights
That Have
Not Vested
|                 |  |                                                                 |  |  |                                                                                            |  |    |                       |  |  |                        |  |  |                                                         | 
|                 |  |                                                                 |  |  |                                                                                            |  |    |                       |  |  |                        |  |  |                                                         | 
|                 |  |                                                                 |  |  |                                                                                            |  |    |                       |  |  |                        |  |  |                                                         | 
|Name             |  |                                                                 |  |  |                                                                                            |  |    |                       |  |  |                        |  |  |                                                         | 
|John Meeske      |  |                                                                 |  |  |                                                                                            |  | -- |                       |  |  | --                     |  |  |                                                         |  |  |                                                      |  | -- |                                                                                                     |  |  | --                                                                                                                   |  |  |  | -- |  |  |  | --
|Nicholas Lopardo |  |                                                                 |  |  |                                                                                            |  | -- |                       |  |  | --                     |  |  |                                                         |  |  |                                                      |  | -- |                                                                                                     |  |  | --                                                                                                                   |  |  |  | -- |  |  |  | --



COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS:

BOARD OF DIRECTORS

During the year ended December 31, 2006, there were no formal meetings of the Company's Board of Directors.  The Company held a formal board meeting in March 30, 2007.  Other actions in 2006 were conducted by means of unanimous written consents.  In order to facilitate the various functions of the Board of Directors, the Board of Directors has formally established an Audit Committee and a Nominating and Compensation Committee.

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.  Mr. Scott Hawrelechko, the Companys former executive officer and director, was the sole member of the audit committee until his resignation in late 2006. However under new management we elected new members to our Audit Committee in March 2007.  The Audit Committee currently consists of hree (3) members: JD Daniel, Chairman and Elizabeth Meister, 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 Elizabeth Meister, Chairperson, and 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 AND CONSULTING AGREEMENTS

On February 6, 2006, we entered into an employment agreement with Mr. John Meeske, our Chief Executive Officer and a Director.  The term of the agreement is for three years, and may be extended for two, three-year terms.  Mr. Meeske shall earn a base salary of $250,000 per year, payable upon the Company securing $5 million in financing.



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Accordingly, upon effectiveness of this offering, we will begin to pay Mr. Meeskes salary, and options to purchase up to 6,000,000 shares of common stock, 2,000,000 of which are deemed to be beneficially owned. In addition, Mr. Meeske is entitled to an annual incentive bonus and will be issued1 million shares of restricted common stock.  Also, Mr. Meeske will assist the Company in identifying and retaining new employees, as well as assisting in structuring their compensation package including the issuances of shares of common stock.

On August 9, 2006, we entered into an employment agreement with Mr. Nicholas Lopardo, our Chairman of the Board.  The term of the agreement is for three years.  Mr. Lopardo shall earn a base salary of $400,000 per year, payable upon the Company securing $5 million in financing.  Accordingly, upon effectiveness of this offering, we will begin to pay Mr. Lopardos salary.  Further, Mr. Lopardo may be entitled to receive certain financing bonuses equal to 2% of the total proceeds raised in a debt financing and 3% of the total proceeds raised in an equity financing.  Further, Mr. Lopardo is entitled to receive an annual incentive bonus.  Moreover, Mr. Lopardo shall receive a total of six million shares of our restricted common stock.

STOCK OPTION PLANS

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

As of December 31, 2006, there were no options to purchase shares of common stock outstanding.  No shares had been issued upon exercise of outstanding options, and 5,000,000 shares remain available for future grant under the 2000 stock plan.

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

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.



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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.

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

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company.  Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.  Based on a review of copies of such forms furnished to the Company and its records, the Company believes that during the last fiscal year, Mr. Meeske filed a late report on SEC Form 3 and Form 4, and Ms. Elizabeth Meister is late in her Form 3 filing and that none of our officers, directors and greater than 10-percent beneficial owners was required to file a Form 5 since all reportable transactions and holdings were previously reported.  Further, Whitemore Trust, and/or Larson Elmore have not filed a Schedule 13D.

ITEM 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of the Company's Common Stock as of April 13, 2007 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 April 13, 2007, 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 40,360,071 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., 2562 Horizon Lake Drive, Suite 110, Memphis, Tennessee 38133.



25





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|                                                             |                  |                        
|------------------------------------------------------------ | ---------------- | -----------------------
|Name of Shareholder                                          | Number of Shares | Percent of Common Stock
|Scott Hawrelechko**                                          | 3,840,000        | 9.51%                  
|                                                             |                  |                        
|John Meeske(1)                                               | 3,025,000        | 7.5%                   
|                                                             |                  |                        
|Nick Lopardo (2)                                             | 0                | *                      
|                                                             |                  |                        
|Dr. Robert S. Ross                                           | 100,000          | *                      
|                                                             |                  |                        
|Elizabeth Meister(3)                                         | 0(3)             | *(3)                   
|                                                             |                  |                        
|Dale Cheek                                                   | 100,000          | *                      
|                                                             |                  |                        
|Fiona Sutton                                                 | 25,000           | *                      
|                                                             |                  |                        
|Paul Ma                                                      | 25,000           | *                      
|                                                             |                  |                        
|William J. Callnin                                           | 25,000           | *                      
|                                                             |                  |                        
|Jerry Anthony Wayne                                          | 25,000           | *                      
|                                                             |                  |                        
|John M. Daniel, Jr.                                          | 25,000           | *                      
|                                                             |                  |                        
|Whitmore Trust (4)                                           | 3,587,500        | 8.89%                  
|                                                             |                  |                        
|All executive officers and directors as a group (10 persons) | 3,350,000        | 8.30%                  
|                                                             |                  |                        
|                                                             |                  |                        



*

Less than one percent.

**

Mr. Hawrelechko resigned from all executive officer and director positions with the Company and, as previously agreed, returned approximately 8,963,131 shares of common stock to the Company's treasury.

(1)

Consists of (i) 1,025,000 shares of common stock and (ii) 2,000,000 shares of common stock underlying stock options.

(2)

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

(3)

Ms. Meister is to receive 25,000 shares of common stock for her recent appointment to the board and 250,000 for the sale of her company Club Concepts Consulting LLC to the Company.

(4)

Includes options to purchase 3,587,500 shares immediately exercisable from Charles R. Cronin, Jr. and/or affiliates.  Mr. Larson, our project manager, is a trustee of the Whitmore Trust and as such has the voting and dispositive power of these shares.





26





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ITEM 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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 2007, the Company is substantiating the actual principal amount it is obligated to pay to Mr. Elmore.

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

In January 2007, the Company purchased Club Concepts Consulting, LLC, an entity owned and operated by Ms. Elizabeth Meister, a Director of the Company.  Pursuant to this agreement, Ms. Meister is to receive 250,000 shares of the Companys common stock.

ITEM 13.

EXHIBITS.

(a)

Financial Statements and Schedules.  The Financial Statements and

Schedules required to be filed hereunder are enclosed on Pages F-1 through F-12.

(b)

Reports on Form 8-K.

During the last quarter of the fiscal year ended December 31, 2006, we did not file reports on Form 8-K.

(a)

Exhibits



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|              |                                                                                                                                                                                                                                                      
|------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)  Exhibits |                                                                                                                                                                                                                                                      
|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)                                                                                  
|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



28





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ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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



The following table represents fees billed for professional audit services rendered by MSF for the years ended December 31, 2006 and December 31, 2005.



|                       |  |         |         
|---------------------- |  | ------- | --------
|                       |  | 2006    | 2005    
|                       |  |         |         
|Audit fees (1)         |  | $54,445 | $ 46,000
|Audit related fees (2) |  | $17,596 | $ 16,600
|Tax fees (3)           |  | $10,024 | --      
|All other fees (4)     |  | --      | --      





(1)

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

(2)

Audit related fees consisted principally of assistance with research and assistance with regulatory filings such as the SB-2 filed during 2006.

(3)

Tax related fees in 2006 represent tax compliance services provided for the 2004 and 2005 tax returns.  Moore Stephens Frost did not bill the Company for any tax services in 2005.

(4)

Moore Stephens Frost did not bill the Company for any other services in calendar years 2006 and 2005.



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



29





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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 April 17, 2007.

| |  |     |                                      
| |  | --- | -------------------------------------
| |  |     | MYRIAD ENTERTAINMENT & RESORTS, INC. 
| |  |     |                                      
| |  |     |                                      
| |  | By: | /s/ John Meeske                      
| |  |     | John Meeske                          
| |  |     | Chief Executive Officer, and Director
| |  |     |                                      



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



|                                                                                             |  |                                                             
|-------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------
|                                                                                             |  |                                                             
|/s/Elizabeth Meister                                                                         |  | /s/John Meeske                                              
|Elizabeth Meister
Executive Vice President of People Development and Director
April 17, 2007 |  | John Meeske
Chief Executive Officer, Director
April 17, 2007
|                                                                                             |  |                                                             
|/s/Nick Lopardo                                                                              |  | /s/Dale Cheek                                               
|Nick Lopardo
Chairman of the Board
April 17, 2007                                            |  | Dale Cheek
Director
April 17, 2007                          
|                                                                                             |  |                                                             
|/s/Fiona Sutton                                                                              |  | /s/Dr. Robert S. Ross                                       
|Fiona Sutton
Director
April 17, 2007                                                         |  | Dr. Robert S. Ross
Director
April 17, 2007                  
|                                                                                             |  |                                                             
|/s/Paul Ma                                                                                   |  | /s/Jerry Anthony Wayne                                      
|Paul Ma
Director
April 17, 2007                                                              |  | Jerry Anthony Wayne
Director
April 17, 2007                 
|                                                                                             |  |                                                             
|/s/William J. Callnin                                                                        |  | /s/John M. Daniel                                           
|William J. Callnin
Director
April 17, 2007                                                   |  | John M. Daniel
Director
April 17, 2007                      
|                                                                                             |  |                                                             





30





---





MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES



December 31, 2006



Consolidated Financial Statements



With



Report of Independent Registered Public Accounting Firm







31





---





Table of Contents

|                                                                                                                                                                                                                                                                                                |                                            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------
|Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheet

Consolidated Statement of Operations

Consolidated Statement of Stockholders Deficit

Consolidated Statement of Cash Flows

Notes to Consolidated Financial Statements | Page



F- 1

F-2

F-3

F-4

F-5

F-6  F-15









32





---





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, 2006, and the related consolidated statements of operations, stockholders deficit and cash flows for each of the two years then ended.  These consolidated financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



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



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2006, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.



The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has incurred significant losses and has a retained deficit from operations that raises substantial doubt about its ability to continue as a going concern.  Managements plans in regard to these matters are also discussed in Note 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.



As discussed in Note 2 to the consolidated financial statements, the Company restated the 2005 financial statements to reflect Myriad  Tunica as a consolidated subsidiary.





\s\ Moore Stephens Frost



Certified Public Accountants

Little Rock, Arkansas

April 17, 2007



F-1





---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES



Consolidated Balance Sheet



December 31, 2006







|                                                      |   |            
|----------------------------------------------------- | - | -----------
|Assets                                                |   |            
|Current assets                                        |   |            
|Cash                                                  | $ | 40         
|Equipment                                             |   | 2,018      
|Other long-term assets                                |   |            
|Lease deposit                                         |   | 18,663     
|Due from shareholder                                  |   | 39,771     
|Total other long-term assets                          |   | 58,434     
|Total assets                                          | $ | 60,492     
|Liabilities and Stockholders' Deficit                 |   |            
|Current liabilities                                   |   |            
|Accounts payable                                      |   | 894,210    
|Accrued liabilities                                   |   | 483,500    
|Due to stockholder                                    |   | 31,663     
|Short-term borrowings                                 |   | 16,120     
|Accrued legal fees, including interest                |   | 739,008    
|Convertible debenture                                 |   | 959,977    
|Total current liabilities                             |   | 3,124,478  
|Stockholders' deficit                                 |   |            
|Common stock, par value $.001; authorized 300,000,000 |   |            
|shares; issued and outstanding 38,210,071shares       |   | 38,210     
|Additional paid-in capital                            |   | 5,843,793  
|Accumulated deficit                                   |   | (8,945,989)
|Total stockholders' deficit                           |   | (3,063,986)
|Total liabilities and stockholders' deficit           | $ | 60,492     









F-2





---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES



Consolidated Statement of Operations



For the Years Ended December 31, 2006 and 2005









|                                        |   |             |  |   |           
|--------------------------------------- | - | ----------- |  | - | ----------
|                                        |   | 2006        |  |   | 2005      
|                                        |   |             |  |   | (restated)
|Operating revenues                      |   |             |  |   |           
|Fees billed                             | $ | -           |  | $ | -         
|Operating expenses                      |   |             |  |   |           
|Salaries                                |   | 821,704     |  |   | -         
|Stock issued for services               |   | 605,000     |  |   | 106,500   
|Professional fees and contract services |   | 2,054,561   |  |   | 159,480   
|Management fees - related party         |   | 484,892     |  |   | 542,829   
|Other expenses                          |   | 471,415     |  |   | 40,082    
|Total operating expenses                |   | 4,437,572   |  |   | 848,891   
|Net loss from operations                |   | (4,437,572) |  |   | (848,891) 
|Other expenses                          |   |             |  |   |           
|Interest expense                        |   | (1,131,606) |  |   | (48,144)  
|Other                                   |   | (68)        |  |   | (46)      
|Total other expenses                    |   | (1,131,674) |  |   | (48,190)  
|Net loss before income taxes            |   | (5,569,246) |  |   | (897,081) 
|Income tax benefit                      |   | -           |  |   | -         
|Net loss                                | $ | (5,569,246) |  | $ | (897,081) 
|Net loss per common share:              |   |             |  |   |           
|Basic                                   | $ | (0.13)      |  | $ | (0.02)    
|Diluted                                 | $ | (0.13)      |  | $ | (0.02)    
|Weighted average shares outstanding:    |   |             |  |   |           
|Basic                                   |   | 43,017,572  |  |   | 39,372,093
|Diluted                                 |   | 43,017,572  |  |   | 39,372,093











F-3





---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES



Consolidated Statement of Stockholders Deficit



For the Years Ended December 31, 2006 and 2005









|                                     |              |  |   |         |  |   |             |  |   |               |  |   |            
|------------------------------------ | ------------ |  | - | ------- |  | - | ----------- |  | - | ------------- |  | - | -----------
|                                     |              |  |   |         |  |   | Additional  |  |   |               |  |   | Total      
|                                     | Common Stock |  |   | Paid-in |  |   | Accumulated |  |   | Stockholders'
|                                     | Shares       |  |   | Amount  |  |   | Capital     |  |   | Deficit       |  |   | Deficit    
|                                     |              |  |   |         |  |   |             |  |   |               |  |   |            
|Balance - January 1, 2005 (restated) | 38,407,133   |  | $ | 38,407  |  | $ | 2,027,764   |  | $ | (2,479,662)   |  | $ | (413,491)  
|Stock issued for services rendered   | 355,000      |  |   | 355     |  |   | 106,145     |  |   | -             |  |   | 106,500    
|Stock issued                         | 1,940,334    |  |   | 1,940   |  |   | 469,460     |  |   | -             |  |   | 471,400    
|Net loss (restated)                  | -            |  |   | -       |  |   | -           |  |   | (897,081)     |  |   | (897,081)  
|Balance December 31, 2005 (restated) | 40,702,467   |  |   | 40,702  |  |   | 2,603,369   |  |   | (3,376,743)   |  |   | (732,672)  
|Stock issued for cash                | 3,545,735    |  |   | 3,546   |  |   | 1,091,859   |  |   | -             |  |   | 1,095,405  
|Stock issued for services            | 1,925,000    |  |   | 1,925   |  |   | 603,075     |  |   | -             |  |   | 605,000    
|Shares issued for executive          |              |  |   |         |  |   |             |  |   |               |  |   |            
|compensation                         | 1,000,000    |  |   | 1,000   |  |   | 379,000     |  |   |               |  |   | 380,000    
|Beneficial conversion feature        |              |  |   |         |  |   |             |  |   |               |  |   |            
|associated with convertible          |              |  |   |         |  |   |             |  |   |               |  |   |            
|debenture                            | -            |  |   | -       |  |   | 1,050,000   |  |   | -             |  |   | 1,050,000  
|Warrant issued with convertible      |              |  |   |         |  |   |             |  |   |               |  |   |            
|debenture                            |              |  |   |         |  |   | 96,023      |  |   |               |  |   | 96,023     
|Stock based compensation             |              |  |   |         |  |   | 11,504      |  |   |               |  |   | 11,504     
|Cancellation of shares (note 2)      | (8,963,131)  |  |   | (8,963) |  |   | 8,963       |  |   |               |  |   | -          
|Net loss                             | -            |  |   | -       |  |   | -           |  |   | (5,569,246)   |  |   | (5,569,246)
|Balance - December 31, 2006          | 38,210,071   |  | $ | 38,210  |  | $ | 5,843,793   |  | $ | (8,945,989)   |  | $ | (3,063,986)

















F-4





---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES



Consolidated Statements of Cash Flow



For the Years Ended December 31, 2006 and 2005









|                                                        |   |             |  |   |           
|------------------------------------------------------- | - | ----------- |  | - | ----------
|                                                        |   | 2006        |  |   | 2005      
|                                                        |   |             |  |   | (restated)
|Cash flows from operating activities                    |   |             |  |   |           
|Net loss                                                | $ | (5,569,246) |  | $ | (897,081) 
|Adjustments to reconcile net loss to net cash           |   |             |  |   |           
|used by operating activities                            |   |             |  |   |           
|Beneficial conversion feature associated with debenture |   | 1,050,000   |  |   | -         
|Stock issued for compensation and services              |   | 996,504     |  |   | 106,500   
|Changes in operating assets and liabilities             |   |             |  |   | -         
|Due from/to shareholders                                |   | (171,434)   |  |   | 316,987   
|Accounts payable                                        |   | 1,928,470   |  |   | 7,857     
|Accrued liabilities                                     |   | 469,487     |  |   | 14,013    
|Accrued legal fees, including interest                  |   | 156,393     |  |   | 44,807    
|Net cash used by operating activities                   |   | (1,139,826) |  |   | (406,917) 
|Cash flows from investing activities                    |   |             |  |   |           
|Purchase of equipment                                   |   | -           |  |   | (2,018)   
|Net cash used by investing activities                   |   | -           |  |   | (2,018)   
|Cash flows from financing activities                    |   |             |  |   |           
|Stock issued for cash                                   |   | 1,095,405   |  |   | 471,400   
|Repayments of short-term borrowings                     |   | (5,770)     |  |   | (8,663)   
|Net advances (to) from Myriad Golf Resorts, Inc.        |   | -           |  |   | 15,092    
|Lease deposit                                           |   | (18,663)    |  |   | -         
|Net cash provided by financing activities               |   | 1,070,972   |  |   | 477,829   
|Net increase (decrease) in cash                         |   | (68,854)    |  |   | 68,894    
|Cash - beginning of year                                |   | 68,894      |  |   | -         
|Cash - end of year                                      | $ | 40          |  | $ | 68,894    
|Supplementary disclosure of cash flow information       |   |             |  |   |           
|Payables to shareholder converted to debt               | $ | 1,050,000   |  | $ | -         
|Cash paid during the period for interest                | $ | 1,424       |  | $ | 3,337     











F-5





---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES



Notes to Consolidated Financial Statement

December 31, 2006







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.  The consolidated financial statements and notes thereto are representations of the Companys management who is responsible for their integrity and objectivity.  These accounting policies conform to generally accepted accounting principles in the United States, and industry practices, and have been consistently applied in the presentation of the consolidated financial statements.



a.

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 our 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, our former Chairman.  Mr. Hawrelechko acquired twenty-two million (22,000,000) shares of the Company's common stock representing control of the Company in consideration for the sale, transfer and assignment by Mr. Hawrelechko of certain assets including a thirty-three percent (33%) interest in Myriad-Tunica.   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 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.



b.

Principles of consolidation and 2005 restatement The consolidated financial statements include the accounts of the Company and its 99% owned subsidiary, Myriad World Resorts of Tunica, LLC (Myriad  Tunica).  Myriad Golf Resorts, Inc. (Myriad  Golf) is a 1% partner in Myriad  Tunica.  The losses of Myriad  Tunica have exceeded the minority interest in the equity capital of Myriad  Tunica therefore, the excess losses and any further losses applicable to the minority interest are being charged against the majority interest held by the Company, as there is no obligation of Myriad  Golf to make good on these losses.  In the event future earnings do materialize, the Company will be credited to the extent of losses previously absorbed on behalf of Myriad  Golf.



Prior to October 16, 2006, the Company owned 33% of Myriad  Tunica.  On October 16, 2006, the Company entered into an agreement whereby the former CEO of the Company and the former project manager contributed the 66% of Myriad  Tunica, which they held, to the Company.  This resulted in Myriad  Tunica being 99% owned by the Company with the remaining 1% owned by Myriad  Golf.  This transaction is considered to be a common control transaction and therefore the financial statements presented have been restated for all periods presented to reflect Myriad  Tunica as a consolidated subsidiary for the years ended December 31, 2006 and 2005.  See note 2.



All intercompany balances have been eliminated in consolidation.



c.

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, 2006, the Company had no cash equivalents.







F-6





---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES



Notes to Consolidated Financial Statement

December 31, 2006









d.

Depreciation The Companys equipment is depreciated using the straight-line method.  The Company did not record depreciation expense for the year ended December 31, 2006 and any amounts would not have been material to the consolidated financial statements.  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.



e.

Revenue recognition  The Company did not earn any revenue for the years ended December 31, 2006 or 2005.



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.

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 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 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 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.



i.

Fair value of financial instruments  The fair values of cash, receivables, accounts payable and notes payable approximate their carrying values due to the short-term nature of the instruments.



j.

New accounting pronouncements - In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, Accounting Changes and Error Corrections.  This statement replaces Accounting Principles Board Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle.  This statement applies to all voluntary changes in accounting principles.  It also applies to changes required by an accounting pronouncement in the unusual instance that the







F-7





---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES



Notes to Consolidated Financial Statement

December 31, 2006







pronouncement does not include specific transition provisions.  When a pronouncement includes specific transition provisions, those provisions should be followed.  The implementation of this pronouncement did not have a significant impact on the consolidated financial statements in the current year.



In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements.  This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements.  The Companys management does not anticipate that this pronouncement will have a significant impact on the consolidated financial statements.



In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109 (FIN 48), which clarifies the accounting for uncertainty in income tax positions.  FIN 48 requires that the Company recognize in the consolidated financial statements the impact of a tax position that is more likely than not to be sustained upon examination based on the technical merits of the position.  The provisions of FIN 48 will be effective for the Company as of the beginning of the Companys 2007 fiscal year.  The Company is currently evaluating the impact of adopting FIN 48 on the consolidated financial statements.



In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108, Considering the Effect of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108).  SAB 108 requires that registrants quantify errors using both a consolidated balance sheet and consolidated statement of income approach and evaluate whether either approach results in a misstated amount that, when all relevant quantitative and qualitative factors are considered, is material.  SAB 108 is effective for the Company in fiscal 2006 and did not have a material impact on the Companys consolidated financial statements.



2.

Corporate Restructuring



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

·

Resignation of the former Chief Executive Officer of the Company

·

The addition of several new positions within the Company

·

Contribution of 66% 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 cancelled



The Company evaluated the contribution of 66% of Myriad  Tunica by the former CEO and  former project manager and concluded that it represented a common control transaction as defined by SFAS 141 and 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 financial statements presented have be restated to reflect Myriad  Tunica as consolidated subsidiary as of the earliest period presented. This restatements of the 2005 financials information did not change EPS as previously reported



Nothing was provided to the former CEO in exchange for the 8,963,131 shares that were contributed and subsequently cancelled.   This transaction is reflected in the statement of stockholders equity as a reduction







F-8





---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES



Notes to Consolidated Financial Statement

December 31, 2006







in shares outstanding.    There was no impact to the results of operations of the Company as a result of the contribution of these shares.



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. The amounts owed are subject to final review and approval by the Board of Directors however, 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 is September 12, 2007 with interest at 8%.  The debenture is unsecured and may be prepaid by the Company at any time without penalty.  At December 31, 2006 at total of $21,000 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).  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 statement of stockholders deficit.  At December 31, 2006 the balance outstanding pursuant to the warrant agreement is as follows:



|                                                           |   |          
|---------------------------------------------------------- | - | ---------
|                                                           |   |          
|Face value of convertible debenture at December 31, 2006   | $ | 1,050,000
|Less remaining discount associated with detachable warrant |   | (90,023) 
|Convertible debenture, net of discount                     | $ | 959,977  





4.

Accrued Legal Fees, Including Interest



The Company had $739,008 due at December 31, 2006 for unpaid legal fees.  Included in this amount is $187,815 of interest.  The interest is calculated based on the terms of a fee arrangement agreed to by both parties.





5.

Short-Term Borrowings



At December 31, 2006, the Company had $16,120 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%.









F-9





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MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES



Notes to Consolidated Financial Statement

December 31, 2006









6.

Income Taxes



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



|         |   |      |  |   |     
|-------- | - | ---- |  | - | ----
|         |   | 2006 |  |   | 2005
|         |   |      |  |   |     
|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:

|                                                  |   |             |  |   |          
|------------------------------------------------- | - | ----------- |  | - | ---------
|                                                  |   | 2006        |  |   | 2005     
|                                                  |   |             |  |   |          
|Income tax benefit computed at the statutory      | $ | (1,675,635) |  | $ | (217,000)
|federal and state income tax rates                |   |             |  |   |          
|                                                  |   | 1,675,635   |  |   | 217,000  
|Valuation allowance for net operating loss income |   |             |  |   |          
|tax benefits not recognized                       |   | -           |  |   | -        





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, 2006, the Company has net operating loss carryforwards estimated to be approximately $4,900,000, which are set to expire from 2019 through 2023.  A valuation allowance has been established for the entire net deferred tax asset balance until such time as it is more likely than not that the deferred tax assets will be realized.



No income taxes were paid for the years ended December 31, 2006 and 2005.  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 deferred until such time that the Company receives $5 million in financing.  Accrued but unpaid salary pursuant to these contracts totaled $275,000 as of December 31, 2006.



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







F-10





---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES



Notes to Consolidated Financial Statement

December 31, 2006







December 31, 2006, a total of $100,000 was accrued pursuant to this agreement.  The Company plans to provide stock compensation to Mr. Lopardo as a part of his agreement but the terms and approval for these awards have not been completed as of December 31, 2006.



During the 4th 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, 2006, the Company had accrued $37,500 owed under this agreement.



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, 2006, 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



Through December 31, 2006, due to a lack of funding, no services had been received, or payments made, management intends to renegotiate this agreement.



As of December 31, 2006, 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.  A summary of the pending financial commitments are discussed in the following paragraphs.



Myriad  Tunica has entered into land purchase options on two real estate sites to be used in the development of resort facilities.  The options require monthly payments which extend the purchase options for 30 days and, if not exercised or negotiated, will expire in June 2007.  Upon exercise of the right to purchase the land, the options would terminate without further commitment.  All funds paid on the purchase options are recorded as an expense as they are not applied as a reduction in the purchase price of the underlying real estate.  Management is current renegotiating the terms of these agreements and is unable to estimate the amounts that may be paid pursuant to these agreements in 2007.



On November 1, 2006 the Company began to lease office space in Memphis, TN under an operating lease with a term of 39 months.  Lease expense pursuant to this agreement was $9,450 for the year ended December 31, 2006.  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, 2006:



| |  |  | 
| |  |  | 
| |  |  | 







F-11





---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES



Notes to Consolidated Financial Statement

December 31, 2006









| |                         |   |        
| | ----------------------- | - | -------
| | Year Ending December 31 |   |        
| |                         |   |        
| | 2007                    | $ | 56,700 
| | 2008                    |   | 56,700 
| | 2009                    |   | 56,700 
| | 2010                    |   | 4,725  
| | Total                   | $ | 174,825





8.

Stockholders Equity



There are 300,000,000 shares of $.001 par value common stock authorized of which 38,210,071 were outstanding at December 31, 2006.  At December 31, 2006, the Company had 5,000,000 common shares reserved for issuance in connection with the 2000 Stock Incentive Plan.



During the year ended December 31, 2006, the Company made stock grants to various service providers totaling 1,925,000 shares at an average market price of $.31 per share.  This resulted in the recognition of $605,000 of non-cash expense for the year ended December 31, 2006.



During the year ended December 31, 2006, the Board of Directors approved a stock grant to the CEO of 1,000,000 common shares.  This resulted in compensation expense in non-cash compensation expense in the amount of $380,000.



In December 2000, the Company implemented a stock incentive plan for non-employee directors and consultants, officers and key employees which provides for the issuance of qualified and nonqualified options, as determined by the administrator at the time of grant.  The Board of Directors determines the option price at the date of grant.  The options generally expire ten years from the date of grant and are exercisable over the period stated in each option.  In conjunction with the July 6, 2004 transaction noted above, all previously issued stock options were cancelled and the Board of Directors approved increasing the shares reserved under the Stock Incentive Plan to 5,000,000 shares.



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 cancelled (see note 2).



9.

Stock Options



In October 2006, the Company granted the right to purchase 250,000 shares of common stock with an exercise price of $.22 to an employee 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.  This resulted in an estimated fair value of $34,512 which is being recognized as compensation expense over the term of the agreement.  For the year ended December 31, 2006, compensation expense was $11,504.   The key assumptions utilized to determine the fair value of this award includes the following:  expected volatility 100%, risk free interest rate 5%, expected dividends 0%, expected remaining contractual life of the awards of 3.5 years.   At December 31, 2006 a total of







F-12





---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES



Notes to Consolidated Financial Statement

December 31, 2006







83,333 of stock options were exercisable at $.22 per share.  These awards have been excluded from the calculation of EPS since they are dilutive.



10.

Warrants



A summary of warrant activity for 2006 is as follows:



|                               |  |  |           |  |   |           |  |  |             |  |   |          
|------------------------------ |  |  | --------- |  | - | --------- |  |  | ----------- |  | - | ---------
|                               |  |  |           |  |   | Weighted- |  |  |             |  |   | Weighted-
|                               |  |  |           |  |   | Average   |  |  |             |  |   | Average  
|                               |  |  | Number of |  |   | Exercise  |  |  | Warrants    |  |   | Exercise 
|                               |  |  | Warrants  |  |   | Price     |  |  | Exercisable |  |   | Price    
|                               |  |  |           |  |   |           |  |  |             |  |   |          
|Outstanding, December 31, 2005 |  |  | -         |  | $ | -         |  |  | -           |  | $ | -        
|                               |  |  |           |  |   |           |  |  |             |  |   |          
|Granted (note 2)               |  |  | 5,000,000 |  |   | 1.58      |  |  | 1,250,000   |  |   | 0.30     
|                               |  |  |           |  |   |           |  |  |             |  |   |          
|Outstanding, December 31, 2006 |  |  | 5,000,000 |  | $ | 1.58      |  |  | 1,250,000   |  | $ | 0.30     



At December 31, 2006, all warrants outstanding expire on October 12, 2011.



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).  A management fee was charged to the Company by Myriad  Golf as remuneration for these costs.  Expenses paid for by Myriad  Golf generally consisted of salaries and related benefits, professional fees, legal fees and other miscellaneous overhead costs.  Allocations of these costs were determined based on the direct nature of the charge.  The remaining overhead costs were allocated based on managements determination of the entity benefiting from the costs incurred.  The Company believes that such allocation methods were reasonable.  Management fees charged to the Company by Myriad  Golf were $484,892 and $542,829 for the years ended December 31, 2006 and 2005, respectively.  As discussed above, during the quarter ended September 30, 2006, these services were discontinued due to the relocation of the corporate headquarters.



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. $1,050,000 of these advances were subsequently converted into a debenture.  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.



Due from shareholder of $39,771 at December 31, 2006, represents amounts due from the former CEO of the Company.  There is no formal agreement related to the amounts owed.



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.









F-13





---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES



Notes to Consolidated Financial Statement

December 31, 2006







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.



13.

Loss Per Share



The following table sets forth the computation of basic and diluted loss per share (EPS):



|                                    |   |             |  |   |           
|----------------------------------- | - | ----------- |  | - | ----------
|                                    |   | 2006        |  |   | 2005      
|                                    |   |             |  |   | (restated)
|Numerator                           |   |             |  |   |           
|Net Loss                            | $ | (5,569,246) |  | $ | (897,081) 
|Denominator                         |   |             |  |   |           
|Weighted-average shares outstanding |   | 43,017,572  |  |   | 39,372,093
|                                    |   |             |  |   |           
|Basic loss per share                | $ | (0.13)      |  | $ | (0.02)    
|Diluted loss per share              | $ | (0.13)      |  | $ | (0.02)    



The restatement of the 2005 balances (see note 2) did not change the 2005 EPS as previously reported.



The effect of antidilutive securities have been excluded from this calculation.  Antidilutive Securities include the following:



|         |          
|-------- | ---------
|Options  | 83,333   
|Warrants | 1,250,000



14.

Subsequent Events





In January 2007, the Company entered into an agreement to acquire 100% of the issued and outstanding stock of Club Concepts Consulting LLC (Club Concepts) in exchange for 250,000 shares of the Companys common stock.  Club Concepts is marketing and training firm which works with developers and managers on the development and implementation of key marketing, sales and training initiatives.  This transaction will be accounted for in accordance with SFAS 141 with the majority of the acquisition cost allocated to intangible assets.







F-14





---

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES



Notes to Consolidated Financial Statement

December 31, 2006









15.

15. Quarterly Financial Information (unaudited)



|                                |   |           |  |   |             |  |   |             |  |   |            |           
|------------------------------- | - | --------- |  | - | ----------- |  | - | ----------- |  | - | ---------- | ----------
|                                |   |           |  |   |             |  |   |             |  |   | Earnings   |           
|                                |   |           |  |   |             |  |   |             |  |   | Per Share  |           
|                                |   |           |  |   | Operating   |  |   | Net         |  |   | or Unit    | Weighted  
|                                |   | Operating |  |   | Income      |  |   | Income      |  |   | (Basic and | Average   
|                                |   | Revenues  |  |   | (Loss)      |  |   | (Loss)      |  |   | Diluted)   | Shares    
|Fiscal year 2006 quarter ended: |   |           |  |   |             |  |   |             |  |   |            |           
|March 31, 2006                  | $ | -         |  | $ | (203,332)   |  | $ | (258,367)   |  | $ | (0.01)     | 41,558,219
|June 30, 2006                   |   | -         |  |   | (823,749)   |  |   | (1,053,393) |  |   | (0.02)     | 43,542,680
|September 30, 2006              |   | -         |  |   | (1,779,637) |  |   | (2,843,412) |  |   | (0.06)     | 46,325,556
|December 31, 2006               |   | -         |  |   | (1,630,854) |  |   | (1,414,074) |  |   | (0.03)     | 41,465,692
|                                |   |           |  |   |             |  |   |             |  |   |            |           
|                                | $ | -         |  | $ | (4,437,572) |  | $ | (5,569,246) |  | $ | (0.13)     | 43,017,572









F-15