Item 1.

  CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

F-1

     

ITEM 2.

  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

18

     

ITEM 3.  CONTROLS AND PROCEDURES

23

     PART II:  OTHER INFORMATION

25

ITEM 1.  LEGAL PROCEEDINGS

25

     

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

25

     

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

25

     

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

25

     

ITEM 5.  OTHER INFORMATION

25

     

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

25

SIGNATURES

26

PART I:  FINANCIAL INFORMATION

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

September 30, 2007

(UNAUDITED)

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

FOR FINANCIAL STATEMENTS

       

Page

      Consolidated Financial Statements (Unaudited)

      

Consolidated Balance Sheet (Unaudited)

F-2

      

Consolidated Statement of Operations for the Nine Month Period Ended

September 30, 2007 (Unaudited)

F-3

Consolidated Statement of Operations for the Three Month Period Ended

September 30, 2007(Unaudited)

F-4

      

Consolidated Statement of Stockholders’ Deficit for the Nine Month Period

Ended September 30, 2007 (Unaudited)

F-5

      

Consolidated Statement of Cash Flows for the Nine Month Period (Unaudited)

F-6

Notes to Consolidated Financial Statements (Unaudited)

F-7

See notes to unaudited consolidated financial statements.

F-1

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Consolidated Balance Sheet

(Unaudited)

September 30, 2007

Assets
Current assets
Cash	$	58,824
Total current assets		58,824
Non-current assets
Land deposit		165,000
Property and equipment, net		3,088
Due from shareholder		39,771
Intangible asset		69,047
Other assets		19,163
Total non-current assets		296,069
Total assets	$	354,893
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable		2,687,681
Accrued liabilities		1,672,732
Due to shareholder		31,663
Short-term borrowings		17,105
Accrued legal fees, including interest		780,347
Convertible debenture		975,372
Total current liabilities		6,164,900
Stockholders' deficit
Common stock, par value $.001; authorized 300,000,000
shares; issued and outstanding 45,246,321 shares		45,246
Additional paid-in capital		7,930,618
Accumulated deficit		(13,785,871)
Total stockholders' deficit		(5,810,007)
Total liabilities and stockholders' deficit	$	354,893

See notes to unaudited consolidated financial statements.

F-2

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Consolidated Statement of Operations

(Unaudited)

	Nine Months Ended September 30, 2007			Nine Months Ended September 30, 2006 (restated)
Operating revenues
Fees billed	$	-		$	-
Operating expenses
Salaries		1,097,066			171,867
Stock issued for services		1,084,493			369,250
Professional fees and contract services		2,184,901			1,804,113
Management fees - related party		-			484,892
Other expenses		352,209			234,204
Total operating expenses		4,718,669			3,064,326
Net loss from operations		(4,718,669)			(3,064,326)
Other income (expenses)
Other income		2,500			-
Interest expense		(123,713)			(1,090,846)
Total other expenses		(121,213)			(1,090,846)
Net loss before income taxes		(4,839,882)			(4,155,172)
Income tax benefit		-			-
Net loss	$	(4,839,882)		$	(4,155,172)
Net loss per common share:
Basic	$	(0.12)		$	(0.09)
Diluted	$	(0.12)		$	(0.09)
Weighted-average shares outstanding:
Basic		41,259,373			43,801,870
Diluted		41,259,373			43,801,870

See notes to unaudited consolidated financial statements.

F-3

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Consolidated Statement of Operations

(Unaudited)

	Three Months Ended September 30, 2007			Three Months Ended September 30, 2006 (restated)
Operating revenues
Fees billed	$	-		$	-
Operating expenses
Salaries		176,314			67,700
Stock issued for services		895,000			-
Professional fees and contract services		696,437			852,544
Management fees - related party		-			303,057
Other expenses		45,739			556,336
Total operating expenses		1,813,490			1,779,637
Net loss from operations		(1,813,490)			(1,779,637)
Other income (expenses)
Interest expense		(43,206)			(1,063,775)
Total other expenses		(43,206)			(1,063,775)
Net loss before income taxes		(1,856,696)			(2,843,412)
Income tax benefit		-			-
Net loss	$	(1,856,696)		$	(2,843,412)
Net loss per common share:
Basic	$	(0.04)		$	(0.06)
Diluted	$	(0.04)		$	(0.06)
Weighted-average shares outstanding:
Basic		42,049,143			46,325,556
Diluted		42,049,143			46,325,556

See notes to unaudited consolidated financial statements.

F-4

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Consolidated Statement of Stockholders’ Deficit

(Unaudited)

For the Period Ended September 30, 2007

							Additional						Total
	Common Stock						Paid-in			Accumulated			Stockholders'
	Shares			Amount			Capital			Deficit			Deficit
Balance - December 31, 2006	38,210,071		$	38,210		$	5,843,793		$	(8,945,989)		$	(3,063,986)
Stock issued for services	4,050,000			4,050			1,080,443			-			1,084,493
Stock issued for cash	2,611,250			2,611			736,113			-			738,724
Warrants issued for cash	-			-			111,642			-			111,642
Stock issued for acquisition	250,000			250			99,750			-			100,000
Stock issued to directors	125,000			125			53,125			-			53,250
Vesting of stock options	-			-			5,752			-			5,752
Net loss	-			-			-			(4,839,882)			(4,839,882)
Balance - September 30, 2007	45,246,321		$	45,246		$	7,930,618		$	(13,785,871)		$	(5,810,007)

See notes to unaudited consolidated financial statements.

F-5

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Consolidated Statement of Cash Flows

	Nine Months Ended September 30, 2007			Nine Months Ended September 30, 2006 (restated)
Cash flows from operating activities
Net loss	$	(4,839,882)		$	(4,155,172)
Adjustments to reconcile net loss to net cash
used by operating activities
Depreciation and amortization		23,449			-
Beneficial conversion feature associated with debenture		15,395			1,050,000
Stock issued for compensation and services		1,084,493			369,250
Stock issued to directors		53,250			-
Vesting of stock options		5,752			-
Changes in operating assets and liabilities
Due from related parties		(500)			(11,439)
Accounts payable		1,793,471			517,220
Accrued liabilities		1,189,232			166,667
Accrued legal fees, including interest		42,324			142,634
Net cash used by operating activities		(633,016)			(1,920,840)
Cash flows from investing activities
Acquisition of company, net of cash acquired		9,610			-
Purchase of land		(165,000)			-
Purchase of property and equipment		(3,176)			-
Net cash used by investing activities		(158,566)			-
Cash flows from financing activities
Stock issued for cash		850,366			1,366,654
Advances from shareholder		-			798,842
Deposits for shares to be issued		-			-
Net advances (to) from Myriad Golf Resorts, Inc.		-			(307,780)
Repayments of short-term borrowings		-			(5,770)
Net cash provided by financing activities		850,366			1,851,946
Net increase (decrease) in cash		58,784			(68,894)
Cash - beginning of period		40			68,894
Cash - end of period	$	58,824		$	-
Supplementary disclosure of non-cash transactions
Shares issued in conjunction with acquisition of business	$	100,000		$	-
Supplementary disclosures of cash flow information
Cash paid during the period for interest	$	-		$	1,424

See notes to unaudited consolidated financial statements.

F-6

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

September 30, 2007

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.  In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (which include only normal recurring adjustments) necessary to present fairly the Company’s financial position as of September 30, 2007 and the results of its operations for the year to date and three month period ended September 30, 2007 and 2006 and cash flows for the nine months ended September 30, 2007 and 2006.  The results of operations for the year to date and three month period ended September 30, 2007 and 2006 are unaudited and are not necessarily indicative of the results to be expected for the full year.  The unaudited consolidated financial statements included herein should be read in conjunction with the financial statements and related footnotes thereto included in the Company’s Form 10-KSB for the fiscal year ended December 31, 2006.

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 its wholly owned subsidiary, MER Resorts, Inc., a Delaware corporation, a ninety-nine percent (99%) interest in Myriad World Resorts of Tunica, LLC (“Myriad-Tunica”), a Mississippi limited liability company.  Effective July 6, 2004, pursuant to the terms of the Securities Purchase Agreement dated June 22, 2004, between the Company and Scott Hawrelechko, the 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 based on the Botanical Theme to be located in Tunica, Mississippi.

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

F-7

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (cont'd)

(Unaudited)

September 30, 2007

1.

Summary of Significant Accounting Policies (cont'd)

b.

Principles of consolidation and 2006 restatement – The consolidated financial statements include the accounts of the Company and its 99% owned subsidiary Myriad-Tunica and its wholly owned subsidiary Club Concepts Consulting, LLC (“Club Consulting”).  Myriad Golf Resorts, Inc. (“Myriad-Golf”) is a 1% partner in Myriad-Tunica.  Prior to October 18, 2006, the Company owned 33% of Myriad-Tunica.  On October 18, 2006, the Company entered into an agreement whereby the former CEO of the Company and the former project manager contributed an aggregate of 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 consolidated financial statements presented have been restated for all periods presented to reflect Myriad-Tunica as a consolidated subsidiary for the three and nine months ended September 30, 2007 and 2006.

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 September 30, 2007, the Company had no cash equivalents.

d.

Depreciation – The Company’s equipment is depreciated using the straight-line method.  The Company recorded an immaterial amount of depreciation expense for the three and nine months ended September 30, 2007 and 2006.  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 three and nine months ended September 30, 2007 or 2006.

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 (“APB”) No. 25, “Accounting for Stock Issued to Employees.”  At the date of adoption there were no stock awards outstanding.

F-8

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (cont'd)

 (Unaudited)

September 30, 2007

1.

Summary of Significant Accounting Policies (cont'd)

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

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

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.  

Recent accounting pronouncements – In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”).  SFAS No. 157 enhances existing guidance for measuring assets and liabilities using fair value.  Prior to the issuance of SFAS No. 157, guidance for applying fair value was incorporated in several accounting pronouncements.  SFAS No. 157 provides a single definition of fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities.  SFAS No. 157 also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and sets out a fair value hierarchy with the highest priority being quoted prices in active markets.  Under SFAS No. 157, fair value measurements are disclosed by level within that hierarchy.  While SFAS No. 157 does not add any new fair value measurements, it does change current practice.  Changes to practice include:  (1) a requirement for an entity to include its own credit standing in the measurement of its liabilities; (2) a modification of the transaction price presumption; (3) a prohibition on the use of block discounts when valuing large blocks of securities for broker-dealers and investment companies; and (4) a requirement to adjust the value of restricted stock for the effect of the restriction even if the restriction lapses within one year.  SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  The Company has not determined the impact of adopting SFAS No. 157 on its financial statements.

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

F-9

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (cont'd)

Notes to Consolidated Financial Statements

(Unaudited)

September 30, 2007

2.

Acquisition and Intangible

On January 19, 2007, the Company entered into an agreement to acquire 100% of the issued and outstanding limited liability company membership interests of Club Concepts Consulting, LLC (“Club Concepts”) in exchange for 250,000 shares of the Company’s common stock with a fair value of $100,000.  As a result of the acquisition, the managing member of Club Concepts entered into a three-year employment agreement with the Company (the “Employment Agreement”).  The Company has accounted for this acquisition in accordance with Statement of Financial Accounting Standard No. 141, Business Combinations (“FAS 141”), which requires that the purchase price paid in excess of net assets acquired be allocated to either identifiable intangibles or goodwill.  The excess of such purchase price, totaling $90,390, was allocated to the Employment Agreement and will be amortized over a three-year term.  Amortization expense totaled $21,343 for the year to date period and $7,533 for the three months ended September 30, 2007.  The operating results of Club Concepts have been included in these consolidated financial statements since the date of the acquisition.

3.

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 Mr. Scott Hawrelechko, 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; and

·

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 FAS 141 and the American Institute of Certified Public Accountants (“AICPA”) Interpretation No. 39 of APB Opinion No. 16, “Transfers and Exchanges Between Companies Under Common Control,” which states that assets and liabilities transferred between entities under common control should be accounted for at historical cost in a manner similar to that in pooling of interests accounting. Accordingly, the assets and liabilities of Myriad-Tunica have been recorded at book value.  In addition, the consolidated financial statements presented have been restated to reflect Myriad-Tunica as consolidated subsidiary as of the earliest period presented.

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

F-10

MYRIAD ENTERTAINMENT AND RESORTS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (cont'd)

 (Unaudited)

September 30, 2007

4.

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, on October 12, 2006, the Company converted an amount believed to be owed to this individual into an 8% convertible debenture in the amount of $1,050,000, subject to final review and approval.  The maturity date of the debenture was September 12, 2007 with interest at 8%; through September 30, 2007, the principal amount of the debenture remains undertermined and unpaid.  The debenture is unsecured and may be prepaid by the Company at any time without penalty.  At September 30, 2007, a total of $84,000 of interest was estimated and accrued pursuant to this debenture.  The Company is in the process of substantiating the amount owed under this debenture and estimates the final determination of the extent of its obligation will occur by December 31, 2007.

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 ($0.25), less the conversion price for each share ($0.10), 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 during the year ended December 31, 2006, 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) $0.30 per share from the date of issuance until October 12, 2007; (ii) $1.00 per share from October 13, 2007 until October 13, 2008; (iii) $2.00 per share from October 14, 2008 until October 14, 2009; and (iv) $3.00 per share thereafter until exercise or expiration of this warrant.  The warrant vests over a four-year period at 1,250,000 shares per year.  The Company calculated the value of this warrant to be $96,023 and has accounted for this as a discount to the convertible debenture with the related warrant recognized as additional paid-in capital in the consolidated statement of stockholders’ deficit.  The Company is amortizing the discount using the effective interest method.  Such amortization, recorded as interest expense, totaled $15,306 for the year to date period and $5,343 for the quarter ended September 30, 2007.

At September 30, 2007, the balance outstanding pursuant to the warrant agreement is as follows:

Face value of convertible debenture at September 30, 2007	$	1,050,000
Less remaining discount associated with detachable warrant		(74,628)
Convertible debenture, net of discount	$	975,372

5.

Accrued Le