UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]      Quarterly  Report  Under  Section 13  or  15(d) of the
         Securities Exchange Act of 1934


         For the quarterly period ended December 31, 1997;

                                       or

[ ]      Transition Report  Under  Section 13 or  15(d) of  the
         Securities  Exchange Act of 1934

         For transition period from ________________ to _________________

                         Commission file number 0-18865
                                ----------------

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
             (Exact name of registrant as specified in its charter)

                                ----------------
                   UTAH                                   87-0401400
      (State or other jurisdiction of                 (I.R.S. Employer
       Incorporation or Organization)                 Identification No.)

                                 ---------------

            102 West 500 South
                Suite 318
            Salt Lake City, Utah                             84101
(Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code (801) 363-8961

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


     As of February 16, 1998, the Registrant had outstanding 1,878,706 shares of
Common Stock.


           Transitional Small Business Disclosure Format (check one):

                                 Yes [ ] No [X]


<PAGE>

Part I     Financial Information

Item 1:    Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets - December 31, 1997 and
 March 31, 1997................................................................1


Condensed Consolidated Statements of Operations - Nine months ended
 December 31, 1997 and 1996 and Three Months
 Ended December 31, 1997 and 1996..............................................3


Statements of Stockholders' Equity.............................................4


Condensed Consolidated Statements of Cash Flows - Nine months ended
 December 31, 1997 and 1996 and Three Months Ended
 December 31, 1997 and 1996....................................................5

Notes to Condensed Consolidated Financial Statements - December 31, 1997.......7


Item 2:    Management's Discussion and Analysis or Plan of Operation..........17


Part II    Other Information

Item 1.    Legal Proceedings..................................................19

Item 2.    Changes in Securities..............................................19

Item 3.    Defaults upon Senior Securities....................................19

Item 4.    Submission of Matters to a Vote of Security Holders................19

Item 5.    Other Information .................................................19

Item 6.    Exhibits and Reports on Form 8-K...................................19

                                        i
<PAGE>
<TABLE>
<CAPTION>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                           Consolidated Balance Sheets


                                     ASSETS

                                                   December 31,     March 31,
                                                     1997             1997
                                                   (Unaudited)
                                                  ------------     ------------
CURRENT ASSETS
<S>                                               <C>              <C>
  Cash                                            $     76,166     $     47,850
  Marketable securities                                692,886             --
  Accounts receivable                                  131,522           41,349
  Real estate inventories                                 --            932,439
  Merchandise inventory                                581,169          291,169
  Notes receivable                                      75,000             --
  Prepaid and other current assets                      33,130           23,682
  Current portion of contract receivable                  --                472
                                                  ------------     ------------

      Total Current Assets                           1,589,873        1,336,961
                                                  ------------     ------------

PROPERTY AND EQUIPMENT

  Model home and condominiums                           46,200          133,954
  Furniture, fixtures and equipment                    181,828          146,412
  Vehicles                                              43,252           17,852
                                                  ------------     ------------

     Total depreciable assets                          271,280          298,218
     Less: accumulated depreciation                   (120,501)         (97,965)
                                                  ------------     ------------

      Net Property and Equipment                       150,779          200,253
                                                  ------------     ------------

OTHER ASSETS

  Land held for development                            246,000       11,475,016
  Goodwill                                             240,407          252,912
  Long-term portion of contract receivable                --             55,993
  Deposits                                               1,970            1,970
                                                  ------------     ------------


     Total Other Assets                                488,377       11,785,891
                                                  ------------     ------------


     TOTAL ASSETS                                 $  2,229,029     $ 13,323,105
                                                  ============     ============
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        1
<PAGE>
<TABLE>
<CAPTION>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                     Consolidated Balance Sheets (Continued)

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                             December 31,     March 31,
                                                                1997            1997
                                                             (Unaudited)
                                                             ------------   -------------
CURRENT LIABILITIES
<S>                                                         <C>             <C>
  Accounts payable                                          $    398,604    $  1,151,894
  Accrued expenses and other current liabilities                 659,929       1,108,635
  Current portion of notes payable)                              405,476       1,213,866
  Current portion of notes payable, related parties              377,337            --
  Current portion of capital lease obligations                    14,556          12,238
                                                             ------------   -------------

     Total Current Liabilities                                 1,855,902       3,486,633
                                                             ------------   -------------

LONG-TERM DEBT

  Commission payable                                                --            90,000
  Long-term portion of notes payable                                --         6,356,331
  Long-term portion of capital lease obligations                   4,262          13,394
  Notes payable, related parties                                 673,087         319,039
                                                             ------------   -------------

     Total Long-Term Debt                                        677,349       6,778,764
                                                             ------------   -------------

COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST (Note 1)                                          --              --
                                                             ------------   -------------

PREFERRED  STOCK,  par value  $0.001 per share; 100,000
  and 100,000 Series D shares; and 500,000 and -0- series
  E shares, issued and outstanding, respectively.                   --              --
                                                             ------------   -------------

STOCKHOLDERS' EQUITY
  Equity in investment                                           692,886            --
  Preferred stock, par value $0.001 per share: 10,000,000
   shares authorized; issued and outstanding: 102,220
   Series B shares, 150,000 Series C shares                          252             252
  Common stock, par value $0.001 per share: 125,000,000
   shares authorized; issued and outstanding: 1,868,486
   and 1,835,486 shares issued 1,707,666 and 1,674,666
   shares outstanding, respectively                                  868           1,835

  Additional paid-in capital                                   4,851,832      13,021,721
  Accumulated deficit                                         (5,851,060)     (9,966,100)
                                                             ------------   -------------

      Total Stockholders' Equity                                (304,222)      3,057,708
                                                             ------------   -------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $  2,229,029    $ 13,323,105
                                                             ============   =============
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        2
<PAGE>
<TABLE>
                                     AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                                        Consolidated Statements of Operations
<CAPTION>

                                                Fort the Nine Months Ended   For the Three Months Ended
                                                        December 31,                December 31,
                                                    1997          1996          1997           1996
                                                    ----          ----          ----           ----
INCOME
<S>                                              <C>           <C>           <C>           <C>       
  Sales - real estate                            $  411,126    $  274,000    $   77,815    $  113,000
  Sales - merchandise                               860,202          --         478,078          --
                                                 ----------    ----------    ----------    ----------       

     Total Income                                 1,271,328       274,000       555,893       113,000


COSTS OF SALES

  Cost of sales  - real estate                      222,579       160,422        34,831        67,938
  Cost of sales - merchandise                       427,641          --         253,675          --
                                                 ----------    ----------    ----------    ----------       

     Total Cost of Sales                            650,220       160,422       288,506        67,938
                                                 ----------    ----------    ----------    ----------       

     Gross Profit                                   621,108       113,578       267,387        45,062
                                                 ----------    ----------    ----------    ----------       



GENERAL AND ADMINISTRATIVE EXPENSES

  Depreciation and amortization                      39,475         2,912        12,311         1,038
  General expenses                                1,185,037     1,043,397       365,164       272,414
                                                 ----------    ----------    ----------    ----------       

     Total General and Administrative Expenses    1,224,512     1,046,309       377,475       273,452
                                                 ----------    ----------    ----------    ----------       

     Net Loss                                      (603,404)     (932,731)     (110,088)     (228,390)
                                                 ----------    ----------    ----------    ----------       

  OTHER INCOME AND (EXPENSES)


  Interest income                                     2,265        35,026          --           9,798
  Other Income                                       56,205        15,892         1,462         6,641
  Gain on sale of assets                             63,712       191,101        63,712        13,323
  Interest expense                                  (91,606)      (18,880)      (37,082)       (5,850)
                                                 ----------    ----------    ----------    ----------       

     Total Other Income and (Expenses)               30,576       223,139        28,092        23,912
                                                 ----------    ----------    ----------    ----------       

  Net (Loss) Before Income Tax and
    Minority Interest                              (572,828)     (709,592)      (81,996)     (204,478)
  Minority Interest (Note 1)                           --            --            --            --
                                                 ----------    ----------    ----------    ----------       

  Net Loss Before Income Tax                       (572,828)     (709,592)      (81,996)     (204,478)
  Less:  Provisions for (Income Tax)                   --            --            --            --
                                                 ----------    ----------    ----------    ----------       


NET LOSS                                           (572,828)     (709,592)   $  (81,996)   $ (204,478)
                                                 ==========    ==========    ==========    ==========       

LOSS PER SHARE                                    $    (.31)         (.39)   $     (.04)         (.11)
                                                 ==========    ==========    ==========    ==========       

</TABLE>

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

                                        3
<PAGE>
<TABLE>
<CAPTION>
                                        AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                                            Statements of Stockholders' Equity


                                                                                                       Additional
                                         Common Stock               Preferred Stock        Paid-in     Equity in      Accumulated
                                     Shares         Amount       Shares          Amount    Capital     Investment       Deficit


<S>                                <C>          <C>               <C>       <C>           <C>                  <C>     <C>
Balance, March 31, 1996            1,835,486    $     1,835       252,220   $       252   $11,910,212          --      $(8,941,298)

Capital contributions by stock
 issuances of a subsidiary              --             --            --            --       1,111,509          --             --

Net loss                                --             --            --            --            --            --       (1,024,802)
                                 -----------    -----------   -----------   -----------   -----------   -----------    -----------

Balance, March 31, 1997            1,835,486          1,835       252,220           252    13,021,721          --       (9,966,100)


Stock issuance of a             
subsidiary for payment
of interest                             --             --            --            --         143,166          --

Common stock issued for
  services (Unaudited)                33,000             33          --            --          87,627          --  

Expense recognized for vested
  stock options                                                                                 5,833

Elimination of GVI equity
  balances                                                                                 (8,406,498)                   4,687,868

Equity in GVI investment                                                                                    692,886

Net loss (Unaudited)                                                                                                      (572,828)


Balance, December 31, 1997
 (Unaudited)                     $ 1,868,486    $     1,868   $   252,220   $       252   $ 4,851,849   $   692,886     (5,851,060)
                                 ===========    ===========   ===========   ===========   ===========   ===========    ===========
                                            
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        4
<PAGE>
<TABLE>
<CAPTION>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                      Consolidated Statements of Cash Flows





                                                         For the Nine Months Ended  For the Three Months Ended
                                                                 December 31,              December 31,
                                                             1996          1997         1996           1997
OPERATING ACTIVITIES
<S>                                                       <C>           <C>            <C>           <C>      
  Net Income (Loss)                                       $(572,828)    $(709,592)     $(81,996)     $(204,478)
  Adjustments to reconcile net income to
   net cash provided by operating activities,
   net effect of GVI merger:

    Depreciation and amortization                            39,475         2,912        12,311         1,038
                                                                                         
    Common stock issued for services and interest            85,000           --         55,000           --

  Changes in operating assets and liabilities:

    (Increase) Decrease in inventory                       (110,692)        7,610       187,045       113,000
    
    (Increase) Decrease in notes and accounts
     receivable                                            (165,172)       19,625      (129,401)       24,250

    (Increase) Decrease in other current assets               2,069        59,024           --         58,024

    Increase (Decrease) in accounts payable                 144,975        47,818        37,394         8,852

    Increase (Decrease) in other current liabilities        258,768       262,210        51,988       189,053
                                                      --------------------------------------------------------


    Net Cash Provided (Used) by Operating Activities      (318,405)      (130,958)      (47,094)      189,739
                                                      --------------------------------------------------------

                                       

INVESTING ACTIVITIES

  Reduction in cash from GVI merger                        (10,047)           --        (10,047)          --

  Purchases of property and equipment                      (53,272)        (9,608)      (42,049)       (3,620)

  Investment in land held for development                 (417,892)    (3,498,966)      (47,631)   (2,196,360)
                                                      -------------------------------------------------------- 


                                               
     Net Cash Provided (Used) by Investing Activities     (481,211)    (3,508,574)      (99,727)   (2,199,980)
                                                      --------------------------------------------------------

FINANCING ACTIVITIES

  Preferred stock of subsidiary redeemed                       --         (12,500)         --         (12,500)

  Stock offering costs                                         --        (209,000)         --        (209,000)

  Payments on long-term debt and capital
   lease obligations                                        (63,390)     (736,342)       (2,220)     (235,628)

  Common stock of subsidiary issued for cash                   --       1,046,521          --            --

  Long-term borrowings                                      309,937     2,833,805        85,000       275,000
                                                                                                     
  Contributions from subsidiary
  Borrowings from related parties                           581,385          --         100,046          --
                                                      --------------------------------------------------------


  Net Cash Provided (Used) by Financing Activities          827,932     2,922,484       182,826       235,872
                                                      --------------------------------------------------------


INCREASE (DECREASE) IN CASH                                  28,316      (717,048)       36,005    (1,774,369)
                                                                                                
CASH, AND CASH EQUIVALENTS, BEGINNING OF PERIOD              47,850       790,744        40,161     1,848,065
                                                      --------------------------------------------------------

CASH, AND CASH EQUIVALENTS, END OF PERIOD                 $  76,166    $   73,696    $   76,166    $   73,696
                                                      ========================================================

</TABLE>



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

                                        5
<PAGE>
<TABLE>
<CAPTION>
                                             AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                                          Consolidated Statements of Cash Flows (Continued)



                                          For the Nine Months Ended
                                                 December 31,
                                         1997                    1996

CASH PAID FOR
<S>                                  <C>                   <C>
  Interest                           $        91,606       $         18,880
  Income taxes                       $          --         $           --

NON CASH FINANCING ACTIVITIES
  Common stock issued for services   $        85,000       $           --
</TABLE>
















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

                                        6
<PAGE>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY

                 Notes to the Consolidated Financial Statements
                             December 31, 1997 and 1996



NOTE 1 -       SIGNIFICANT ACCOUNTING POLICIES

           A. Quarterly Financial Statements

           The preparation of financial  statements in conformity with generally
           accepted accounting  principles requires management to make estimates
           and  assumptions  that affect the amounts  reported in the  financial
           statements and accompanying  notes.  Actual results could differ from
           those estimates.  The accompanying  consolidated  unaudited condensed
           financial  statements  have  been  prepared  in  accordance  with the
           instructions to Form 10-QSB but do not include all of the information
           and footnotes  required by generally accepted  accounting  principles
           and  should  therefore,  be read in  conjunction  with the  Company's
           fiscal 1997 financial statements in Form 10-KSB.  These statements do
           include all normal recurring  adjustments  which the Company believes
           necessary  for a fair  presentation  of the  statements.  The interim
           operating results are not necessarily indicative of the results for a
           full year.

           B.  Organization

           American  Resources and Development  Company (the Company) was formed
           as  a  Utah  company  on  March  31,  1983  under  the  name  Leasing
           Technologies  Incorporated for the purpose of leasing equipment.  The
           Company has  significantly  increased its investing  activities which
           include  startup  companies,  real estate  development,  and/or other
           projects.   Operations   include   related  and  non  related   party
           transactions. In March 1997, the shareholders of the Company approved
           a  name  change  to  American Resources and Development  Company.  In
           addition,  the  shareholders  also  approved  a reverse  split of its
           common  stock  on a 1 share  for 20  share  basis.  The  accompanying
           consolidated   financial   statements   reflect  this  reverse  split
           retroactively.

           C.  Property and Equipment

           Property and equipment are recorded at cost.  When assets are retired
           or  otherwise   disposed   of,  the  cost  and  related   accumulated
           depreciation are removed from the accounts, and any resulting gain or
           loss is reflected in income for the period.

           The  costs of  maintenance  and  repairs  are  charged  to  income as
           incurred.  Renewals and  betterments  are capitalized and depreciated
           over their estimated useful lives.

           Depreciation is computed using the declining-balance  method over the
           estimated useful life of the assets (usually three years, except five
           years for leasehold improvements).


           D.  Net Loss Per Common Share

           Net loss per common share is computed  based on the weighted  average
           number of common  shares  outstanding  during the period.  The common
           stock equivalents are anti-dilutive and, accordingly, are not used in
           the net loss per common share computation.

           In February 1997,  the Financial  Accounting  Standards  Board issued
           Statement No. 128, Earnings per Share,  (SFAS 128), which is required
           to be adopted on December 31, 1997. SFAS 128 requires a change in the
           method  currently  used to compute  earnings per share and to restate
           all prior periods to disclose  diluted net income per common share in
           addition to its current basic net income per common share.  Basic net
           loss per common share and diluted net loss per common share  amounts,
           calculated in  accordance  with SFAS 128, were $.04 and $0.11 for the
           third  quarters  ended  December 31, 1997 and 1996, and $.31 and $.39
           for the nine months ended December 31, 1997 and 1996, respectively.



                                        7
<PAGE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY

                 Notes to the Consolidated Financial Statements
                             December 31, 1997 and 1996



NOTE 1 -       SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


           E. Cash and Cash Equivalents

           The Company  considers all highly liquid  investments with a maturity
           of three months or less when purchased to be cash equivalents.

           F. Estimates

           Management  uses  estimates and  assumptions  in preparing  financial
           statements.  Those  estimates  and  assumptions  affect the  reported
           amounts of assets and liabilities,  the disclosure of commitments and
           contingencies, and the reported revenues and expenses.

           G. Concentrations of Risk

           The  Company  maintains  its cash in bank  deposit  accounts  at high
           credit quality financial  institutions.  The balances,  at times, may
           exceed federally insured limits.

           In the normal course of business the Company  extends  credit  to its
           customers.

           H. Principles of Consolidation

           The accompanying  consolidated  financial statements include American
           Resources and  Development  Company  (formerly  Leasing  Technologies
           Incorporated)  and  its  subsidiaries,  Golf  Ventures,  Inc.  (GVI),
           Fan-Tastic, Inc. (FTI), and Finally Communities, Inc. (FCI).  GVI  is
           not included in the  consolidated  balance  sheet  as of December 31,
           1997 because of its merger with U.S. Golf Communities (see Note 2.)

           All significant intercompany transactions have been eliminated in the
           consolidated financial statements.

           I. Inventories

           Inventories  are  stated  at the  lower of cost or  market  using the
           first-in, first-out method.

                                       8
<PAGE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY

                 Notes to the Consolidated Financial Statements
                             December 31, 1997 and 1996



NOTE 1 -      SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

           J. Profit  Recognition  and  Capitalization  of Costs Related to Real
           Estate


           Income on real estate is recognized in accordance with the provisions
           of FASB-66.  Revenue and profits from the sale of land and other real
           estate have been  recognized  using the full  accrual  method for all
           periods  presented.  As such,  each sale has been  determined to have
           been consummated,  with the buyers initial and continuing  investment
           determined  to show adequate  demonstration  of commitment to pay. In
           addition,  all  outstanding  remaining  receivables  related to these
           transactions  are not  subject  to the future  subordination  and the
           Company no longer has a substantial  continuing  involvement with the
           property  with the buyer  substantially  assuming the usual risks and
           rewards of ownership of the property.

           Acquisition,  development and construction costs,  including property
           taxes  and  interest  on  associated  debt  and  selling  costs,  are
           capitalized.  Such costs are  specifically  allocated  to the related
           opponents or, if relating to multiple components,  allocated on a pro
           rata basis as appropriate.  Estimates are reviewed  periodically  and
           revised as needed.  The  respective  real  estate  projects  are also
           periodically  reviewed to determine the that carrying amount does not
           exceed the net realizable  value. To date, no allowance has had to be
           provided for  estimated  impairments  of value based on evaluation of
           the projects.


           K. Revenue Recognition for Franchise Operations

           Franchise fees are  recognized as revenue when all material  services
           relating  to the  sale  have  been  substantially  performed  by FTI.
           Material services  relating to the franchise sale include  assistance
           in the selection of a site and franchisee training.

           L. Goodwill

           Goodwill  resulting from the  acquisition of FTI are amortized  using
           the straight-line method over a 15 year period.



NOTE 2.    MERGER OF GOLF VENTURES, INC..

           In  November   1997  Golf  Venture,   Inc.   merged  with  U.S.  Golf
           Communities. U.S. Golf Communities is the controlling company in this
           merger and subsequent to the merger the combined  company's name will
           be changed to Golf Communities of America (GCA). This merger resulted
           in a less than 20% American Resources's  ownership in GVI. Therefore,
           subsequent to the merger the Company's investment in GVI is reflected
           as an investment in accordance  with Financial  Accounting  Standards
           Board  Statement  No. 121. Pro forma results of operations if the GVI
           merger  would have  occurred  at the  beginning  of fiscal 1997 would
           resulted in a decrease in net loss of $170,501  and  $685,917 for the
           nine  months  ended  December  31, 1997 and year ended March 31, 1997
           respectively,  and $.09 and $.37 per share for the same periods.  The
           following pro forma balance sheet reflects the effect of this merger.

<TABLE>


                             AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                           Unaudited Pro Forma Consolidated Balance Sheet
                                          December 31, 1997


<CAPTION>
                                           Consolidation                  Balance Sheet
                                              Prior to         GVI            After
                                               Merger      Adjustments      GVI Merger
                                               ------      -----------      ----------
CURRENT ASSETS

<S>                                          <C>           <C>             <C>   
Cash                                         $  86,213     $  (10,047)     $  76,166

Marketable securities                             --          692,886        692,886

Accounts receivable                            131,522           --          131,522

Inventory, real estate                         753,131       (753,131)          --

Inventory, merchandise                         581,169           --          581,169

Notes receivable                                75,000           --           75,000

Prepaid and other current assets                33,130           --           33,130

Current portion of contract receivable           1,955         (1,955)          --
                                            ----------------------------------------

Total Current Assets                         1,662,120        (72,247)     1,589,873



PROPERTY AND EQUIPMENT


Model home and condominiums                    180,988       (134,788)        46,200

Furniture, fixtures and equipment              197,284        (15,456)       181,828

Vehicles                                        43,252           --           43,252
                                            ----------------------------------------

Total depreciable assets                       421,524       (150,244)       271,280

Less: accumulated depreciation                (124,936)         4,435       (120,501)
                                            ----------------------------------------

Net property and equipment                     296,588       (145,809)       150,779



OTHER ASSETS


Land held for development                   12,132,908    (11,886,908)       246,000

Goodwill                                       240,407           --          240,407
Long-term portion of contract receivable
                                                55,993        (55,993)          --

Deposit                                          1,970           --            1,970
                                            ----------------------------------------

     Total Other Assets                     12,431,278    (11,942,901)       488,377
                                            ---------------------------------------- 

     TOTAL ASSETS                          $14,389,986   $(12,160,957)    $2,229,029
                                            ========================================
</TABLE>





<TABLE>

                             AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                           Unaudited Pro Forma Consolidating Balance Sheet
                                          December 31, 1997
                                             (Continued)
<CAPTION>
                                               Consolidation                  Balance Sheet
                                                 Prior to           GVI          After
                                                  Merger        Adjustments    GVI Merger
                                                  ------        -----------    ----------
CURRENT LIABILITIES


<S>                                              <C>             <C>             <C>    
Accounts payable                                $1,296,869     $ (898,265)      398,604
Accrued expenses and other current
liabilities                                      1,367,403       (707,474)       659,929

Current portion of notes payable                 1,309,400       (903,924)       405,476
Current portion of notes payable, related
parties                                            377,337           --          377,337

Current portion of capital lease obligations        14,556           --           14,556
                                             -------------------------------------------

Total Current Liabilities                        4,365,565     (2,509,663)     1,855,902



LONG-TERM DEBT

Long-term portion of notes payable               6,550,550     (6,550,550)          --
Long-term portion of capital lease
obligations                                          4,262           --            4,262

Notes payable, related parties                     748,087        (75,000)       673,087

      Total Long-Term Debt                       7,302,899     (6,625,550)       677,349


MINORITY INTEREST

PREFERRED STOCK

STOCKHOLDERS' EQUITY

Preferred stock                                        252           --              252

Common stock                                         1,868           --            1,868

Equity in investments                                 --          692,886        692,886

Additional paid-in capital                      13,258,330     (8,406,498)     4,851,832

Accumulated deficit                            (10,538,928)     4,687,868     (5,851,060)
                                             -------------------------------------------

Total Stockholders' Equity                       2,721,522     (3,025,744)      (304,222)
                                             -------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 14,389,986   $(12,160,957)  $  2,229,029
                                             ===========================================
</TABLE>



NOTE 3 -      LAND HELD FOR DEVELOPMENT


           On March 30, 1990 the Company purchased 486 acres of undeveloped land
           from Karl Stucki and the Stucki Family Trust for  $3,004,356,  and on
           July 31, 1990 the Company  purchased 130 acres from Dynamic  American
           Company  for  $610,000  which  makes  up the  Red  Hawk  real  estate
           development.  On December  28,  1992,  this real estate  development,
           together  with  Cotton  Manor/Cotton  Acres was  transferred  to Golf
           Ventures,  Inc. (GVI) in exchange for 3,273,728  shares of GVI common
           stock. The Red Hawk land (616 acres) is undeveloped, and in order for
           GVI to realize its  investment,  adequate  financing  will need to be
           obtained.

                                       9
<PAGE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY

                 Notes to the Consolidated Financial Statements
                             December 31, 1997 and 1996


NOTE 3 -      LAND HELD FOR DEVELOPMENT (CONTINUED)


           For the year ended March 31, 1997, the Company capitalized $1,093,468
           in construction  period interest costs.  The cost of the land is less
           than the estimated net realizable value of the land.


NOTE 4 -      NOTES PAYABLE

<TABLE>
<CAPTION>

           Notes payable are comprised of the following:

                                                                                  December 31,    March 31,
                                                                                     1997           1997
                                                                                  (Unaudited)
             <S>                                                                  <C>           <C>
              Convertible subordinated debentures,
                due June 30, 1996 bearing interest at
                12% per annum.  Interest payable
                quarterly, secured by land                                         $  185,000   $  185,000


              Promissory note payments through August
                15, 2016 at $30,524 per year including
                interest at 10% per annum                                                --        201,890


              Trust deed note payable, secured by land 
               Interest accrued at 8% per annum.  Payable
               $100,000 per year plus the accrued interest
               for that year                                                             --        355,890


              Note payable, unsecured, bearing interest at 12%,
               payable in monthly installments of $13,193, plus
               interest                                                                79,160      105,546

              Trust deed note, secured by land and 50,000  shares of the
               Company's common stock. Interest accrued at 15% per annum 
               Principal and interest due May 31, 1995.  However, the note
               holder has not demanded full payment and is
               accepting partial payments                                                --         80,575


              Promissory  note  secured  by land.  Interest  accrued  at 10% per
                annum, payable in shares of the Company's common stock. $120,000
                plus a percentage of the proceeds of lot sales payable  annually
                beginning on February 1, 1991 through  February 1, 1997 at which
                time the balance will be due as a balloon  payment.  $2,000 from
                each Red Hawk lot sale also applies to the note                          --        646,502
                                                                                   ----------   ----------

              Balance forward                                                      $  264,160   $1,575,403
                                                                                   ----------   ----------
</TABLE>

                                       10
<PAGE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY

                 Notes to the Consolidated Financial Statements
                             December 31, 1997 and 1996


NOTE 4 -      NOTES PAYABLE (CONTINUED)

<TABLE>
<CAPTION>

                                                                                   December 31,   March 31,
                                                                                      1997          1997
                                                                                   (Unaudited)


              <S>                                                                  <C>          <C>
              Balance forward                                                      $  264,160   $1,575,403


              Promissory note secured by land, bearing interest  at 10.5%.
               Interest payable monthly with principal and any accrued interest
               payable in full on June 10, 1999                                          --      3,440,805


              Purchase  contract and note secured by land,  bearing  interest at
               10%.  Monthly  installments  of $25,000  due through May 15, 1998
               with remaining principal and accrued interest due in full                 --      2,246,823


              Mortgage note payable secured by real estate
                bearing interest at 11.5%.  Due in monthly
                installment of $911                                                      --         90,915


              Mortgage note payable secured by real estate
                bearing interest at 8.125%.  Due in monthly
                installments of $919                                                     --        116,800


              Mortgage note payable secured by real estate
                bearing interest at 8.125%.  Due in monthly
                installments of $879                                                     --         99,451

              Promissory note secured by GVI stock, bearing
                interest at 12%.  Interest due monthly with the
                entire balance due on April 24, 1998                                   85,000         --


              Mortgage note payable secured by real estate
                bearing interest at 9.5%.  Due in monthly
                Installments of $191                                                   19,867         --


              Mortgage note payable secured by real estate
                bearing interest at 10.5%.  Due in monthly
                installments of $207, balance due in 59 months                         20,010         --


              Promissory note secured by vehicle, bearing
                interest at 11%.  Due in monthly installments
                of $405                                                                16,439         --
                                                                                   ----------   ----------


              Subtotal                                                                405,476    7,570,197

              Less current portion                                                    405,476    1,213,866
                                                                                   ----------   ----------


              Long-term portion                                                    $     --     $6,356,331
                                                                                   ==========   ==========
</TABLE>

                                       11
<PAGE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
           Notes to the Consolidated Financial Statements (Continued)

                             December 31, 1997 and 1996


NOTE 4 -      NOTES PAYABLE (CONTINUED)


              Maturities of long-term debt are as follows:


   March 31,    1998                   $      405,476    $      1,213,866
                1999                             --             2,282,797
                2000                             --             3,557,065
                2001                             --                73,718
                2002                             --                19,559
                Thereafter                       --               423,192

                                       ----------------    ----------------

                                       $      405,476    $      7,570,197

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


                                       12
<PAGE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY

                 Notes to the Consolidated Financial Statements
                             December 31, 1997 and 1996


NOTE 5 -      NOTES PAYABLE, RELATED PARTIES

Notes payable, related parties are comprised of the following:
<TABLE>
<CAPTION>

                                                             December 31,  March 31,
                                                                  1997       1997
<S>                                                            <C>        <C>     
Note payable to a shareholder secured by assets of
 the Company.  Interest payable  monthly at 12% with monthly
 principal  payments of $9,428  beginning April 1, 1998
 until paid in full                                            $358,000   $ 50,000

Note payable to a shareholder secured by assets
of the Company.  Interest payable monthly at 18% with no
stated principal payments required                              137,725       --

Note payable to a shareholder at 12% interest secured
by assets of the Company.  The balance was in default as of
December 31, 1997 and new payment terms are
currently being negotiated                                       67,485       --

Notes payable to the 20% stockholders of FTI (Includes 2
officers and directors. Interest rates average 9.5%.
No stated principal payments are required.                      262,214    269,039

Note payable from Finally Communities  to a company
in which an officer of Finally Communities has
ownership.  Finally Communities is currently in default
on this note and new payment terms are currently being
negotiated                                                      225,000       --

Less current portion                                            377,337       --
                                                               --------   --------

              Long-term portion                                $673,087   $319,039
                                                               ========   ========
</TABLE>

NOTE 6 -      PREFERRED STOCK


           The shareholders of the Company have authorized  10,000,000 shares of
           preferred  stock  with  a par  value  of  $0.001.  The  terms  of the
           preferred  stock  are to be  determined  when  issued by the board of
           directors of the Company.

           SERIES B:

           At March 31,  1997,  there are  102,220  shares of series B preferred
           stock issue and outstanding.  The holders of these series B preferred
           shares are entitled to an annual cumulative cash dividend of not less
           than sixty cents per share.  At March 31,  1997,  there is a total of
           $251,450  of  accrued  and unpaid  dividends  related to the series B
           preferred  stock  which  have  been  included  in  the   accompanying
           consolidated  financial  statements.  These series B preferred shares
           were  convertible  into shares of the  Company's  common  stock which
           conversion option expired March 31, 1995.

           SERIES C:

           In September 1991, the Company purchased the Cotton Manor real estate
           project as follows:

                   Cash                          $     23,601
                   Debt assumed                       431,449
                   Promissory note                  1,387,000
                   Series C preferred stock           750,000
                                                   ----------
                                                 $  2,592,050
                                                 ============


           The Company delivered to the seller, 150,000 shares of authorized but
           previously  unissued Series C preferred stock,  which for the purpose
           of the  agreement  were  valued  at  $5.00  per  share  or a total of
           $750,000.  The shares of Series C preferred  stock may be redeemed by
           the Company at any time prior to  September  3, 1997,  by the Company
           paying to the seller or its assigns,  the sum of $5.50 cash per share
           if  redeemed  within 12 months from the date  hereof;  $6.00 cash per
           share if redeemed between 12 and 24 months from the date hereof;  and
           $6.50 if redeemed between 24 and 36 months from the date hereof;  and
           $7.00 cash per share if  redeemed  between 36 and 48 months  from the
           date  hereof;  and $7.50 cash per share if redeemed  within 48 and 60
           months  from the date  hereof.  Prior to the  Company  redeeming  the
           preferred  shares to be issued to the seller  hereunder  and prior to
           the third day of September,  1997,  the seller will have the right to
           convert any  remaining  shares of preferred  stock into shares of the
           Company's  common  stock at the rate of 5 shares of common  stock for
           each share of preferred stock converted.  The obligation for Series C
           Preferred  Stock  was  previously  assumed  by  Golf  Ventures,  Inc.
           However,  because  the  Series C  Preferred  Stock was never  legally
           transferred to Golf Ventures,  the Company is contingenly  liable for
           this stock.


                                       13
<PAGE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY

                 Notes to the Consolidated Financial Statements
                             December 31, 1997 and 1996


NOTE 6 -      PREFERRED STOCK (CONTINUED)


           CLASS D:


           As discussed in Note 9, the Company issued 100,000 shares of Series D
           preferred  stock in  exchange  for 80% of the issued and  outstanding
           common  stock of FTI.  This Series D  preferred  stock  entitles  the
           holder to dividends on the same basis had their shares been converted
           into  common  stock.  In  addition,  after  June 30,  2000 but before
           September  30,  2000,  holders of these  Series D shares of preferred
           stock  shall have the right to convert  such  shares  into  shares of
           common  stock  of the  Company  at the  rate  of  the  number  of the
           Company's common stock equal to the number that is represented by the
           total net income of FTI for the three  year  period  ended  March 31,
           2000 divided by  $1,000,000  times ten divided by seventy  percent of
           the average trading price of the Company's  common stock on September
           30,  2000.  Or,  after June 30, 2000 but before  September  30, 2000,
           holders of these  Series D preferred  shares may convert  such shares
           into  shares of FTI if the total net income of FTI for the three year
           period  ended March 31, 2000 is equal to or exceeds  $1,000,000  at a
           rate equal to that number of FTI common  stock that is equal to 61.5%
           of the  outstanding  common  stock of FTI as of  September  30, 2000,
           divided by 100,000.

           CLASS E:


           As discussed in Note 9, the Company issued 500,000 shares of Series E
           preferred  stock in exchange  for 100% of the issued and  outstanding
           common  stock  of FCI.  25,000  shares  of the  preferred  stock  are
           immediately  convertible  into  25,400  shares of common  stock.  The
           balance of the preferred shares will be convertible into common stock
           in the  proportion of actual net profits of FCI to $5,000,000 for the
           two years ended March 31, 1999. The Series E preferred shares have no
           voting rights or dividends.


           Because  of  the  conversion  provisions  of  these  Series  D  and E
           preferred shares, they have been reflected  separately from equity in
           the accompanying consolidated financial statements.


NOTE  7 - COMMON STOCK ISSUED BUT NOT OUTSTANDING


           The Company has issued 160,820 shares of common stock which have been
           offered  to the  holders  of the  Series B  preferred  stock  and the
           debentures. The shares have not been accepted by the holders of those
           investments as of the date of the consolidated financial statements.

                                       14
<PAGE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY

                 Notes to the Consolidated Financial Statements
                             December 31, 1997 and 1996

NOTE 8 - STOCK OPTIONS

In August 1997 the  Company's  Board of  Directors  approved  the 1997  American
Resources and  Development  Company Stock Option Plan (Option  Plan).  Under the
Option  Plan,  500,000  shares of the  Company's  common  stock are reserved for
issuance to  Directors  and  employees.  Options are granted at a price and with
vesting terms as determined by the Board of Directors. In October 1997 the Board
of Directors granted options to purchase 140,000 shares of stock at $2.00. These
options are exercisable  beginning  March 31, 1998,  over staggered  periods and
expire  after  ten  years.  Compensation  expense  of $1,458  per month  will be
recognized  for 40,000 of the options  issued over a 4 year  vesting  period and
$1,458 per month will be  recognized  for 100,000 of the options  over a 10 year
vesting period.

In December  1997 the Board of  Directors  granted  options to  purchase  39,000
shares of stock at $2.00.  These  options are  exercisable  beginning  March 31,
1998,  are  exercisable  over staggered  periods and expire after ten years.  No
compensation  expense was  recognized  as the option  price was greater than the
fair market value of the stock at the date of the option grant.

Pro forma net income and net income per common  share was  determined  as if the
Company had accounted for its employee stock options under the fair value method
of Statement of Financial Accounting Standards No. 123.

Pro  forma  expense  in year 1 would  be  $30,904  and  $5,646  in year 2 and 3,
respectively  with an increase in pro forma  expenses per shar of $.016 cents in
year 1 and $.003 in years 2 and 3.

For the pro forma  disclosures,  the options' estimated fair value was amortized
over  their  expected  ten-year  life.  The fair  value  for these  options  was
estimated at the date of grant using an option  pricing model which was designed
to estimate the fair value of options which, unlike employee stock options,  can
be traded at any time and are  fully  transferable.  In  addition,  such  models
require  the input of highly  subjective  assumptions,  including  the  expected
volatility of the stock price.  Therefore, in management's opinion, the existing
models do not provide a reliable  single  measure of the value of employee stock
options.  The following  weighted-average  assumptions were used to estimate the
fair value of these options.

     ---------------------------------------------------------------------
                                               1997         
     Expected dividend yield                     0%
     Expected stock price volatility            70%
     Risk-free interest rate                   6.5%
     Expected life of options (in years)        10
     ---------------------------------------------------------------------


NOTE 9 -      ACQUISITIONS

           As  discussed  in Note 6, the Company  acquired 80% of the issued and
           outstanding  common stock of  Fan-Tastic,  Inc. (FTI) in exchange for
           the issuance of 100,000  shares of the  Company's  Series D preferred
           stock.  FTI is a  franchiser  and owner of retail  entertainment  and
           sports  stores doing  business as Fan-A Mania.  The  acquisition  was
           accounted for by the purchase method of accounting,  and accordingly,
           the  purchase  price  has  been  allocated  to  assets  acquired  and
           liabilities  assumed  based on their fair market value at the date of
           acquisition.  The acquired  interest  was valued at  $252,912,  which
           represents liabilities assumed in excess of assets acquired which has
           been reflected as goodwill. In addition, the FTI acquisition involves
           contingent  consideration  based on FTI achieving  specified earnings
           (see Note 6). The additional cost of contingent  consideration  shall
           be  recognized  in the  period  that  the  contingency  is  resolved.
           However, in the calculation of earnings per share, amortization of an
           estimated  contingent  amount is  considered.  Assuming  earnings  of
           $700,000 by FTI over the three year contingent  period  $1,000,000 of
           additional   goodwill   would  be  recorded  which  would  result  in
           additional  amortization  of  $66,667,  or 3.5 cents per year over 15
           years.  The former  shareholders of FTI received  options to purchase
           150,000  shares of common  stock at $2.00 per  share.  These  options
           shall  vest on June 30,  1999 if net  income of FTI for the  two-year
           period ended March 31, 1999 equals or exceeds $550,000. These options
           expire on June 30,  2000.  No value was  recorded  for these  options
           because of the contingency involving future earnings.



           In May 1997,  the Company issued 500,000 shares of Series E preferred
           stock in exchange for 100% of the issued and outstanding common stock
           of Finally  Communities,  Inc. (FCI) FCI is a new corporation with no
           prior  operations  organized to develop and sell  vacation  ownership
           interest  in  various  resorts  initially  located  in the  State  of
           Arkansas  and  develop and market  other new  vacation  products.  An
           unrelated  party will serve as president of the new  corporation  and
           will receive  500,000  shares of the Company's  newly issued Series E
           convertible  preferred  stock with 25,400 of those  preferred  shares
           immediately convertible into common stock of the Company. The balance
           of the preferred  shares will be convertible into common stock in the
           proportion  of actual net  profits of FCI to  $5,000,000  for the two
           years  ended  March 31,  1999..  The  additional  cost of  contingent
           consideration  shall be recognized in the period that the contingency
           is  resolved.  However,  in the  calculation  of earnings  per share,
           amortization  of  an  estimated   contingent  amount  is  considered.
           Assuming  earnings of  $500,000  by FCA over the two year  contingent
           period and a stock value of $3.00 per share  $150,000  of  additional
           goodwill   would  be  recorded   which  would  result  in  additional
           amortization of $10,000 or .5 cents per year over 15 years


NOTE 10 - GOING CONCERN


           The accompanying financial statements have been prepared assuming the
           Company will continue as a going concern. The merger of the Company's
           former subsidiary, GVI, provided substantial debt relief. At December
           31, 1997 the  Company's  current ratio was  approximately  84 current
           assets to 1 current  liabilities.  Management  intends to improve its
           financial   structure  and  provide  operating  capital  through  the
           conversion  of debt and  preferred  stock,  private  placement of the
           Company's common stock, and sale of the Company's  investment in GVI.
           There  is no  assurance  that  the  Company  will be  able to  obtain
           sufficient  funds from other sources as needed or that such funds, if
           available, will be obtainable on terms satisfactory to the Company.


NOTE 11 -     SUBSEQUENT EVENTS


           From time to time since December,  1992, there have been intercompany
           transactions  between  American  Resources  and  Development  Company
           (hereinafter  "ARDCO") and Golf Ventures,  Inc.  (hereinafter "GVI").
           These  transactions  have  included the  exchange of funds,  services
           rendered by employees and the exchange of other  assets.  At the time
           of these transactions, no formal determination

                                       15
<PAGE>

           was made by the Companies whether these transactions constituted debt
           or equity transactions. The Company and GVI are currently negotiating
           a settlement of all past intercompany  transactions and to compensate
           the Company for services rendered in assisting with the merger of GVI
           with a major golf resort developer. If consummated, the Company would
           receive additional shares of GVI stock.


In December 1997,  the Company  entered into a letter of intent for the purchase
of a screen  printing and  embroidery  company ("the Printing  Company").  Under
terms of the letter of intent,  the Company would purchase this company  through
issuance of $2.3 million of its common stock,  cash  payments of $300,000  which
will be used for the company's  operations and assumption of capitalized  leases
of  approximately  $75,000.  Seventy-five  thousand of the cash payment had been
advanced to this company at December 31, 1997 in the form of a note  receivable.
Two  thirds  of the  stock  subject  to  issuance  will be  subject  to  earnout
consideration. The success of this purchase is subject to negotiating terms of a
definitive purchase agreement and completion of final due dilignece.

                                       16
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operations


RESULTS OF OPERATIONS


For the nine months ended  December 31, 1997,  compared to the nine months ended
December 31, 1996:

                 Total  revenue  for the nine  months  ended  December  31, 1997
increased  $997,328 over the comparable  period in 1996.  Fan-Tastic and Finally
Communities,  contributed $860,202 and $51,007, respectively of this increase as
new  subsidiaries of the Company.  The remaining  increase of $86,129 was due to
additional real estate lot sales for Golf Ventures.  The sales increase for Golf
Ventures was  primarily  due to  additional  inventory  becoming  available as a
result of additional funds provided by a lender.

                 Gross profit  increased  $507,530 due to the increase in sales.
Fan-Tastic  had a gross profit of $432,561 or 51% of sales,  on its retail sales
of $780,702 and franchise fees and royalties of $79,500.  Gross profit from real
estate sales was  $188,547 for the nine months ended  December 31, 1997 or 45.9%
of total sales as opposed to 42.5% for the prior comparable period.

                 General and  administrative  expenses  increased by $143,536 or
14% for the nine months  ended  December 31, 1997 as compared to the nine months
ended   December  31,  1996.   This  increase  was  due  to  the  Company's  new
subsidiaries,  Fan-Tastic and Finally  Communities,  general and  administrative
expenses of $206,371 for the nine months ended December 31, 1997.

                   The  Company had a net gain on other  income and  expenses of
$30,576  compared to $223,139  for the nine months  ended  December 31, 1997 and
1996,  respectively.  This  decrease in net gain was primarily due to a $191,101
gain on sale of assets in a  subsidiary  in 1996 as opposed to a $63,712 gain in
the  comparable  period in the six months  ended  December 31, 1997 and interest
expense of $91,606  compared to $18,880 for the nine months  ended  December 31,
1997 and 1996, respectively.

                   The Company  experienced  a net loss of $572,828 for the nine
months  ended  December  31,  1997  compared  with a net loss of $709,592 in the
comparable  1996 period.  The loss for the three months ended  December 31, 1997
was  $81,996 as  opposed  to the loss of  $204,478  for the three  months  ended
December 31, 1997.  The larger loss for the three months ended December 31, 1996
was  primarily due greater  earnings  from  Fan-Tastic of $20,218 due to holiday
season sales with no comparable  earnings in the three months ended December 31,
1996.


LIQUIDITY AND CAPITAL RESOURCES


                   At  December  31,  1997,  the  Company  had  total  assets of
$2,229,029,  total  liabilities of $2,533,251 and total  stockholders  equity of
$(301,222)  compared  with total assets of  $13,323,105,  total  liabilities  of
$10,265,397 and total  stockholders  equity of $3,057,708 at March 31, 1997. The
significant changes in assets, liabilities and stockholders equity is due to the
merger of the Company's former  consolidated  subsidiary,  Golf Ventures,  Inc.,
with U.S.  Golf  Communities.  As a result of this  merger the Company no longer
includes Golf Ventures in its consolidation.  The merger of the Company's former
subsidiary,  GVI,  provided  substantial  debt relief.  At December 31, 1997 the
Company's  current  ratio  was  approximately  84  current  assets  to 1 current
liabilities.  Management intends to improve its financial  structure and provide
operating  capital through the conversion of debt and preferred  stock,  private
placement of the Company's common stock and sale of the Company's  investment in
GVI.  In  addition,  the  Company  will  need to  raise  additional  capital  to
successfully  complete its purchase of a screen printing and embroidery  company
(see note 11 of the financial  statements.) The Company plans on obtaining these
funds through  private  placement of the Company's  common stock and sale of the
Company's investment in GVI. There is no assurance that the Company will be able
to obtain  sufficient  funds from other sources as needed or that such funds, if
available, will be obtainable on terms satisfactory to the Company.


                                       17
<PAGE>



                                       18
<PAGE>

Part II   -  Other Information

Item 1. Legal Proceedings

                 Not applicable.

Item 2. Changes in Securities

                 Not applicable.

Item 3. Default upon Senior Securities

                 Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

                 Not applicable.

Item 5. Other Information

                 Not applicable.

Item 6. Exhibits and Reports on Form 8-K

                 Not applicable.


                                       19
<PAGE>



                                   SIGNATURES


                 Pursuant to the requirements of the Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereto duly authorized.


                                   AMERICAN RESOURCES AND
                                   DEVELOPMENT COMPANY
                                      (Registrant)




Date: February 20, 1998       By:  /s/Tim Papenfuss
                                   ------------
                                   Tim Papenfuss
                                   Chief Financial Officer