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



FORM 10-KSB/A



(Amendment No. 1)



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) | 



|                                                                |  |                                     
|--------------------------------------------------------------- |  | ------------------------------------
|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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Explanatory Note



Myriad Entertainment and Resorts, Inc. (the Company) is filing this Form 10-KSB/A to its Annual Report on Form 10-KSB for the period ending December 31, 2006, which was filed on April 17, 2007 (the Form 10-KSB), solely to amend the disclosure contained in Item 14 Principal Accountant Fees and Services.  With the exception of the foregoing, no other information in our Form 10-KSB has been supplemented, updated, or amended by this filing.







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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







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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)         |  | $101,600 | $ 46,000
|Audit related fees (2) |  | $32,500  | $ 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.







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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 June 18, 2007.

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