SecProbe.io

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Mail Stop 04-06

      February 9, 2005

Mr. Scott J.  Hawrelechko
Chief Executive Officer
Myriad Entertainment & Resorts Inc.
10050-112 Street, 10th floor
Suite 1000
Edmonton, Alberta
Canada T5K 2J1

Re:   	Myriad Entertainment & Resorts Inc.
      Form 8-K filed January 25, 2005
      File No. 000-24640

Dear Mr. Hawrelechko:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comments are inapplicable or a revision
is
unnecessary. Please be as detailed as necessary in your
explanation.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 8-K, filed January 25, 2005

1. Amend Item 4.01 of Form 8-K to indicate whether the board of
directors recommended or approved the decision to dismiss Milner
and
Brock as the Company`s accountant.

2. Item 304(a)(1)(ii) of Regulation S-B requires a statement
whether
the accountant`s report on the financial statements for either of
the
past two years contained an adverse opinion or a disclaimer of
opinion or was qualified or modified as to uncertainty, audit
scope
or accounting principles; and a description of the nature of each
such adverse opinion, disclaimer of opinion, modification or
qualification.  This would include disclosure of uncertainty
regarding the ability to continue as a going concern in the
accountant`s report.  We note that Milner and Brock`s audit
opinion
dated March 22, 2004 indicated that there was substantial doubt
about
the Company`s ability to continue as a going concern.  Please
amend
your Form 8-K accordingly.

3. Amend the disclosure to state whether during the registrant`s
two
most recent fiscal years and the subsequent interim period through
January 17, 2005, the date of the dismissal, there were any
disagreements with the former accountant on any matter of
accounting
principles or practices, financial statement disclosure, or
auditing
scope or procedure, which disagreement(s), if not resolved to the
satisfaction of the former accountant, would have caused it to
make
reference to the subject matter of the disagreement(s) in
connection
with its reports.  In the event of disagreement(s) and/or
reportable
event(s), provide the specific disclosures required by Item
304(a)(1)(iv) and (v) of Regulation S-B.

4. You disclose that Milner and Brock filed for deregistration.
Tell
us whether you are referring to deregistration from the PCAOB.
Supplementally tell us whether Milner and Brock was registered
with
the PCAOB when they issued their audit report on March 22, 2004.
You
further disclose that your financial statements for the quarter
ended
September 30, 2004 were disallowed as Milner and Brock was
deregistered.  Tell us how you plan to remedy the fact that your
financial statements were prepared by a deregistered firm.

5. Amend your disclosure regarding consultations with your new
auditor to state whether there were consultations in the two most
recent fiscal years and the subsequent interim period through
January
17, 2005.  See Item 304(a)(2) of Regulation S-B.

6. Additionally, include a letter from the former accountants
addressing the revised disclosures in the amendment.

7. We note that your principal offices are in Edmonton, Alberta.
In
view of this, supplementally explain to us your basis for engaging
Moore Stephens Frost, an audit firm from Little Rock, Arkansas.

General

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that:

* The company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please file your supplemental response and amendment via
EDGAR
in response to these comments within 10 days of the date of this
letter.  Please note that if you require longer than 10 days to
respond, you should contact the staff immediately to request
additional time.  Any questions regarding the above should be
directed to me at (202) 942-2894, or in my absence, to Robert
Benton
at (202) 942-1811.

Sincerely,

Christine Davis
      Staff Accountant

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Myriad Entertainment & Resorts
February 9, 2005
Page 3

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