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

                                  FORM 10-QSB/A

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


               For the quarterly period ended September 30, 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 April 16, 1998, the Registrant had  outstanding  1,890,481  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 - September 30, 1997 and
 March 31, 1997............................................................    3

Condensed Consolidated Statements of Operations - Six months ended
 September 30, 1997 and 1996 and Three Months  Ended September 30,
 1997 and 1996.............................................................    5

Statements of Stockholders' Equity.........................................    6

Condensed Consolidated Statements of Cash Flows - Six months ended
 September 30, 1997 and 1996 and Three Months Ended
 September 30, 1997 and 1996...............................................    7

Notes to Condensed Consolidated Financial Statements - September 30, 1997..    9


Item 2:    Management's Discussion and Analysis or Plan of Operation.......   19


Part II    Other Information

Item 1.    Legal Proceedings...............................................   22

Item 2.    Changes in Securities...........................................   22

Item 3.    Defaults upon Senior Securities.................................   22

Item 4.    Submission of Matters to a Vote of Security Holders.............   22

Item 5.    Other Information ..............................................   22

Item 6.    Exhibits and Reports on Form 8-K................................   22









                                        i


<PAGE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY

                        CONSOLIDATED FINANCIAL STATEMENT
                                   (Unaudited)

                      September 30, 1997 and March 31, 1997



<PAGE>


<TABLE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                           Consolidated Balance Sheets


                                     ASSETS
<CAPTION>

                                                  September 30,        March 31,
                                                      1997                1997
                                               ------------------    ---------------
                                                    (Unaudited)

CURRENT ASSETS

<S>                                            <C>                   <C>            
  Cash                                         $           40,161    $        47,850
  Accounts receivable                                      77,120             41,349
  Real estate inventories                                 753,131            932,439
  Merchandise inventory                                   588,779            291,169
  Prepaid and other current assets                         20,130             23,682
  Current portion of contract receivable                    1,955                472
                                               ------------------    ---------------

    Total Current Assets                                1,481,276          1,336,961
                                               ------------------    ---------------

PROPERTY AND EQUIPMENT

  Model home and condominiums                             180,988            133,954
  Furniture, fixtures and equipment                       155,235            146,412
  Vehicles                                                 43,252             17,852
                                               ------------------    ---------------

    Total Depreciable Assets                              379,475            298,218

  Less: accumulated depreciation                         (116,770)           (97,965)
                                               ------------------    ---------------

    Net Property and Equipment                            262,705            200,253
                                               ------------------    ---------------

OTHER ASSETS

  Land held for development (Note 2)                   12,085,277         11,475,016
  Goodwill                                                244,552            252,912
  Long-term portion of contract receivable                 55,993             55,993
  Deposits                                                  1,970              1,970
                                               ------------------    ---------------

    Total Other Assets                                 12,387,792         11,785,891
                                               ------------------    ---------------

    TOTAL ASSETS                               $       14,131,773    $    13,323,105
                                               ==================    ===============

</TABLE>

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

<PAGE>


<TABLE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                     Consolidated Balance Sheets (Continued)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

<CAPTION>
                                                                 September 30,        March 31,
                                                                   1997                1997
                                                            ------------------    ---------------
                                                                 (Unaudited)
CURRENT LIABILITIES

<S>                                                         <C>                   <C>            
  Accounts payable                                          $        1,259,475    $     1,151,894
  Accrued expenses and other current liabilities                     1,225,445          1,108,635
  Current portion of notes payable (Note 3)                          1,225,123          1,213,866
  Current portion of capital lease obligations                          14,556             12,238
  Current portion, notes payable - related parties                     231,000                  -
                                                            ------------------    ---------------

    Total Current Liabilities                                        3,955,599          3,486,633
                                                            ------------------    ---------------

LONG-TERM DEBT

  Commission payable                                                    90,000             90,000
  Long-term portion of notes payable (Note 3)                        6,563,144          6,356,331
  Long-term portion of capital lease obligations                         7,369             13,394
  Notes payable, related parties                                       775,619            319,039
                                                            ------------------    ---------------

    Total Long-Term Debt                                             7,436,132          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. (Note 6)                     -                  -
                                                            ------------------    ---------------

STOCKHOLDERS' EQUITY

  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 (Note 6)                       252                252
  Common stock, par value $0.001 per share: 125,000,000
   shares authorized; issued and outstanding: 1,851,486
   and 1,835,486 shares issued 1,695,666 and 1,674,666
   shares outstanding, respectively                                      1,851              1,835
  Additional paid-in capital                                        13,194,871         13,021,721
  Accumulated deficit                                              (10,456,932)        (9,966,100)
                                                            ------------------    ---------------

    Total Stockholders' Equity                                       2,740,042          3,057,708
                                                            ------------------    ---------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $       14,131,773    $    13,323,105
                                                            ==================    ===============
</TABLE>

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

<PAGE>


<TABLE>
                                        AMERICAN RESOURCES AND DEVELOPMENT
                                       Consolidated Statements of Operations


<CAPTION>
                                           For the Six Months Ended             For the Three Months Ended
                                                  September 30,                        September 30,
                                          1997                1996                1997               1996
                                      ---------------     ---------------    ----------------    ---------------

INCOME

<S>                                   <C>                 <C>                <C>                 <C>            
  Sales - real estate                 $       333,311     $       161,000    $        322,311    $        28,000
  Sales - merchandise                         382,124                   -             220,963                  -
                                      ---------------     ---------------    ----------------    ---------------

    Total Income                              715,435             161,000             543,274             28,000
                                      ---------------     ---------------    ----------------    ---------------

COST OF SALES

  Cost of sales - real estate                 187,748              92,484             176,748             15,902
  Cost of sales - merchandise                 173,966                   -              95,826                  -
                                      ---------------     ---------------    ----------------    ---------------


    Total Cost of Sales                       361,714              92,484             272,574             15,902
                                      ---------------     ---------------    ----------------    ---------------

    Gross Profit                              353,721              68,516             270,700             12,098
                                      ---------------     ---------------    ----------------    ---------------

GENERAL AND ADMINISTRATIVE EXPENSES

  Depreciation and amortization                27,164               1,874              14,654                869
  General expenses                            819,873             677,892             320,248            358,769
                                      ---------------     ---------------    ----------------    ---------------

    Total General and
     Administrative Expenses                  847,037             679,766             334,902            359,638
                                      ---------------     ---------------    ----------------    ---------------

    Net Loss                                 (493,316)           (611,250)            (64,202)          (347,540)
                                      ---------------     ---------------    ----------------    ---------------

OTHER INCOME AND (EXPENSES)

  Interest income                               2,265              25,228               1,483             23,190
  Other income                                 54,743               9,249               9,295              6,343
  Gain of sale of assets                       -                  177,778                   -            (58,805)
  Interest expense                            (54,524)            (13,030)            (38,181)            (5,950)
                                      ---------------     ---------------    ----------------    ---------------

    Total Other Income and
      (Expenses)                                2,484             199,225             (27,403)           (35,222)
                                      ---------------     ---------------    ----------------    ---------------

  Net (Loss) Before Income Tax
   and Minority Interest                     (490,832)           (412,025)            (91,605)          (382,762)
  Minority Interest (Note 1)                        -                   -                   -                  -
                                      ---------------     ---------------    ----------------    ---------------

  Net Loss Before Income Tax                 (490,832)           (412,025)            (91,605)          (382,762)
  Less: Provisions for (Income
   Tax)                                             -                   -                   -                  -

NET LOSS                              $      (490,832)    $      (412,025)   $        (91,605)   $      (382,762)
                                      ===============     ===============    ================    ===============

LOSS PER SHARE                        $         (0.27)    $         (0.25)   $          (0.05)   $         (0.23)
                                      ===============     ===============    ================    ===============
</TABLE>

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


<TABLE>
                                        AMERICAN RESOURCES AND DEVELOPMENT
                                        Statements of Stockholders' Equity

<CAPTION>
                                                                                                      
                                             Common Stock                 Preferred Stock             Additional
                                     ---------------------------   -----------------------------       Paid-in         Accumulated
                                        Shares           Amount       Shares         Amount            Capital          Deficit
                                        ------           ------       ------         ------            -------          -------

<S>                                     <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)                               16,000             16             -               -            29,984                 -

Net loss (unaudited)                            -              -             -               -                 -          (490,832)
                                     ------------    -----------   -----------   -------------    --------------   ---------------

Balance, September 30, 1997
 (unaudited)                            1,851,486    $     1,851   $   252,220   $         252    $   13,194,871   $   (10,456,932)
                                     ============    ===========   ===========   =============    ==============   ===============
</TABLE>

















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

<PAGE>


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



<CAPTION>
                                                           For the Six Months Ended            For the Three Months Ended
                                                                 September 30,                          September 30,
                                                       ---------------------------------     ---------------------------------
                                                          1997               1996                1997              1996
                                                       --------------    ---------------     ---------------    --------------


OPERATING ACTIVITIES

<S>                                                    <C>               <C>                 <C>                <C>            
  Net Income (Loss)                                    $     (490,832)   $      (412,025)    $       (91,605)   $     (382,762)
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization                              27,164              1,874              12,510               869
    Common stock issued for services and interest              30,000                  -              30,000                 -
   Changes in operating assets and liabilities:
    (Increase) decrease in inventory                         (118,302)            74,045              25,471            12,691
    (Increase) decrease in notes and accounts
     receivable                                               (35,771)            (4,625)            (25,697)           14,000
    Increase (decrease) in other current assets                 2,069             97,143              (3,881)           58,024
    Increase (decrease) in accounts payable                   107,581           (134,372)              7,603            26,034
    Increase (decrease) in other current liabilities          206,780           (112,618)             42,735            27,034
                                                       --------------    ---------------     ---------------    --------------

     Net Cash Provided (Used) by Operating Activities        (271,311)          (490,578)             (2,864)         (244,110)
                                                       --------------    ---------------     ---------------    --------------

INVESTING ACTIVITIES

  Purchases of property and equipment                          (8,823)            (5,988)             (8,042)           (5,988)
  Investment in land held for development                    (364,261)        (1,302,606)           (124,599)         (888,767)
                                                       --------------    ---------------     ---------------    --------------

     Net Cash Provided (Used) by Investing Activities        (373,084)        (1,308,594)           (132,641)         (894,755)
                                                       --------------    ---------------     ---------------    --------------

FINANCING ACTIVITIES

  Stock offering costs                                              -           (209,000)                  -          (209,000)
  Payments on long-term debt and capital lease
    obligations                                               (61,170)          (500,714)             (9,130)         (472,546)
  Common stock of subsidiary issued for cash                        -          1,007,402                   -             7,402
  Long-term borrowings                                        245,266          2,558,805              30,282           558,805
  Borrowings from related parties                             452,610                  -             124,635                 -
                                                       --------------    ---------------     ---------------    --------------

     Net Cash Provided (Used) by Financing Activities         636,706          2,856,493             145,787          (115,339)
                                                       --------------    ---------------     ---------------    --------------

INCREASE (DECREASE) IN CASH                                    (7,689)         1,057,321              10,282        (1,154,204)

CASH, BEGINNING OF PERIOD                                      47,850            790,744              29,879         3,002,269
                                                       --------------    ---------------     ---------------    --------------

CASH, END OF PERIOD                                    $       40,161    $     1,848,065     $        40,161    $    1,848,065
                                                       ==============    ===============     ===============    ==============
</TABLE>

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


<PAGE>


                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)



                                                For the Six Months Ended
                                                      September 30,
                                          -------------------------------------
                                                1997               1996
                                          -----------------  ------------------

CASH PAID FOR
  Interest                                $          51,329  $           14,012
  Income taxes                            $               -  $                -

NON-CASH FINANCING ACTIVITIES

  Common stock issued for services        $          30,000  $                -


















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

<PAGE>


                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                           September 30, 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 te  instructions to Form 10-Q 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 Annual Report
               to Shareholders. 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 (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
               Corporation.  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).

               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.




<PAGE>


                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                           September 30, 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.

               The Company  builds and develops real property in Southern  Utah.
               In the normal  course of  business  the Company  extends  secured
               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).

               All significant intercompany transactions have been eliminated in
               the  consolidated  financial  statements.  The  only  significant
               intercompany  transactions  are loans made by the Company to GVI.
               The notes  receivable on the books of the Company and the accrued
               interest receivable have been eliminated against the liability on
               the books of the  subsidiaries  and the related accrued  interest
               payable.  The  interest  income  accrued by the  Company has been
               eliminated   against  the   interest   expense   accrued  by  the
               subsidiary.

               i.  Inventories

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



<PAGE>


                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                           September 30, 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 that
               the 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.  Goodwill

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

NOTE 2 -       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 he 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.

               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.









<PAGE>


                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                           September 30, 1997 and 1996


NOTE 3 -       NOTES PAYABLE

               Notes payable are comprised of the following:
<TABLE>
<CAPTION>
                                                                            September 30,          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 15 10% per annum.                                       201,890               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               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                80,575

               Promissory note secured by land. Interest  ccrued 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               646,502

               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.                                                 3,649,630             3,440,805

               Balance forward                                          $       5,198,647    $        5,016,208
                                                                        -----------------    ------------------


<PAGE>


                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                           September 30, 1997 and 1996

NOTE 3 -       NOTES PAYABLE (Continued)

               Balance forward                                          $       5,198,647    $        5,016,208

               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.          2,225,669             2,246,823

               Mortgage note payable secured by real estate
                bearing interest at 11.5%.  Due in monthly
                installments of $911.                                              90,839                90,915

               Mortgage note payable secured by real estate
                 bearing interest at 11.5%.  Due in monthly
                 installments of $919.                                            116,622               116,800

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

               Mortgage note payable secured by real estate
                 bearing interest at 9.5%.  Due in monthly
                 installments of $191.                                             19,927                     -

               Mortgage note payable secured by real estate
                 bearing interest at 10.5%.  Due in monthly
                 installments of $207, balance due in 59 months.                   20,079                     -

               Promissory note secured by vehicle, bearing interest
                 at 11%.  Due in monthly installments of $405.                     17,033                     -
                                                                        -----------------    ------------------

               Subtotal                                                         7,788,267             7,570,197

               Less current portion                                             1,225,123             1,213,866
                                                                        -----------------    ------------------

               Long-term portion                                        $       6,563,144    $        6,356,331
                                                                        =================    ==================

               Maturities of long-term debt are as follows:

                           March 31, 1998                               $       1,225,123    $        1,213,866
                                 1999                                           2,503,862             2,282,797
                                 2000                                           3,569,305             3,557,065
                                 2001                                              85,958                73,718
                                 2002                                              31,799                19,559
                               Thereafter                                         372,220               423,192
                                                                        -----------------    ------------------

                                                                        $       7,788,267    $        7,570,197
                                                                        =================    ==================
</TABLE>




                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                           September 30, 1997 and 1996


NOTE 4 -       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  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  issued 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.



<PAGE>


                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                           September 30, 1997 and 1996


NOTE 4 -       PREFERRED STOCK (Continued)

               CLASS D:

               As  discussed  in Note 9, the  Company  issued  100,00  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,  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 11, 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
               additional cost of contingent  consideration  shall be recognized
               in the period the contingency is resolved. The Series E preferred
               shares have no voting rights or dividends.

               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.

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

NOTE 5 -       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.





<PAGE>


                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                           September 30, 1997 and 1996


NOTE 6 -       ACQUISITIONS

               As discussed in Note 1, the Company acquired 80% of he 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.  This  goodwill  was  entirely  offset with a valuation
               allowance to reflect the uncertainty as to the  recoverability of
               the  goodwill.   In  addition,   the  FTI  acquisition   involves
               contingent   consideration   based  on  FTI  achieving  specified
               earnings  (see  Note  4.  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.

               Notes  payable  to  related  parties  at  September  30,  1997 as
               reflected in the accompanying  consolidated  financial statements
               consists of the  $269,039  payable to the former 20% common stock
               shareholders of FTI. These balances are not expected to be repaid
               in the  current  period  and  therefore  have been  reflected  as
               long-term in the accompanying  consolidated financial statements.
               The Company  also  arranged a 12%  interest  bearing loan for FTI
               from a major  shareholder.  The balance of this loan at September
               30, 1997 was $353,000

               In May 1997,  the Company  organized a corporation 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. The 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  Series  E
               preferred  stock is convertible  into common stock of the Company
               after June 30, 1999. According to the terms of the agreement, the
               Company  arranged  for a loan  of  $50,000  to be made to the new
               corporation.

               A note  payable  of  $231,000  from FCA to a company  in which an
               officer of FCA has  ownership was signed in May 1997 for property
               purchased by FCA for development. FCA was in default on this note
               at  September  30 and  new  payment  terms  are  currently  being
               negotiated.

<PAGE>


                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                           September 30, 1997 and 1996


NOTE 7 -       GOING CONCERN

               The accompanying financial statements have been prepared assuming
               the Company will continue as a going  concern.  In order to carry
               out  its  operating  plans,  the  Company  will  need  to  obtain
               additional funding from outside sources. The Company has received
               funds  from a  private  placement  and plans to  continue  making
               private  placements  of its  Subsidiary's  preferred  and  common
               stock.  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.  Management also intends to renegotiate the terms of
               its  debt  for a  longer  repayment  period.  Management  is also
               negotiating a merger with a resort golf course  developer for the
               merger  of  its  GVI   subsidiary.   This  merger  would  provide
               significant debt relief for the Company.

NOTE 8 -       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  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  consumated,  the Company would
               receive an additional 715,000 shares of GVI stock.

               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, are  excercisable  over staggered  periods and expire after
               ten years.

               In March  1998,  the  Company  sold  Finally  Communities  to the
               President  (Buyer) of Finally  Communities.  Under  terms of this
               agreement,  the Buyer  purchased  all of the  assets and stock of
               Finally Communities in exchange for all Company stock he received
               under the May 1997  purchase  of Finally by the  Company  and the
               assumption of all Finally Communities debt. The sale is effective
               as of January as of January 1, 1998 and is  expected to result in
               a gain on  sale  and  discontinued  operations  of  approximately
               $30,000.



<PAGE>


                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                           September 30, 1997 and 1996


NOTE 8 -       SUBSEQUENT EVENTS (Continued)

               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 the Printing  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  $175,000.  One hundred forty
               five  thousand  of the  cash  payment  had been  advanced  to the
               Printing  Company  at  April  10,  1998  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 diligence.

               In  addition,   in  March  1998,  the  Company  entered  into  an
               acquisition  letter of intent  with a company  that  designs  and
               markets  licensed  branded apparel (the Apparel  Company).  Under
               terms of the letter of intent,  the owner of the Apparel  Company
               would  receive  $3.2 million in Company  stock;  5% of this stock
               would be issued at the  acquisition  date and the remaining stock
               would  be  issued  over  3  years  based  on  contingent  earnout
               consideration.  Under terms of this letter of intent, the Company
               is  contractually  obligated  to  provide  $100,000  to  buyout a
               partner in the Apparel  Company and $200,000 for working  capital
               purposes  for the  Apparel  Company.  An  additional  $500,000 is
               payable to the Apparel  Company's former partners from guaranteed
               sub-licensee  royalties although the Company is obligated for the
               $500,000 if no sub-licensee royalties are paid. 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. The success of this purchase is subject to negotiating terms
               of a definitive  purchase  agreement and  completion of final due
               diligence.
<PAGE>





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


RESULTS OF OPERATIONS

For the six months ended  September  30, 1997,  compared to the six months ended
September 30, 1996:

         Total  revenue for the six months ended  September  30, 1997  increased
$554,435 over the comparable period in 1996. Fan-Tastic and Finally Communities,
contributed  $382,124  and  $16,765,   respectively  of  this  increase  as  new
subsidiaries  of the  Company.  The  remaining  increase of $155,546  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   $285,205  due  to  the  increase  in  sales.
Fan-Tastic had a gross profit of $208,158 or 54.5% of sales, on its retail sales
of $345,340 and franchise fees and royalties of $36,784.  Gross profit from real
estate sales was $145,563 for the six months ended  September  1997 or 43.7%% of
total sales as opposed to 42.6% for the prior comparable period.

         General and  administrative  expenses  increased by $141,981 or 21% for
the six months  ended  September  30, 1997 as  compared to the six months  ended
September 30, 1996.  This  increase was due to the  Company's new  subsidiaries,
Fan-Tastic  and Finally  Communinites,  general and  administrative  expenses of
$162,737 for the six months ended September 30, 1997.

         The  Company  had a net gain on other  income  and  expenses  of $2,484
compared  to  $199,225  for the six months  ended  September  30, 1997 and 1996,
respectively.  This  decrease in net gain was primarily due to a gain on sale of
assets in a subsidiary in 1996 as opposed to no gain in the comparable period in
the six months ended September 30, 1997.

         The Company experienced a net loss of $490,832 for the six months ended
September 30, 1997 compared with a net loss of $412,025 in the  comparable  1996
period.  The loss for the three months ended  September  30, 1997 was $91,605 as
opposed to the loss of $382,762 for the three months ended  September  30, 1996.
The larger loss for the three months  September  30, 1996 was  primarily  due to
only $28,000 in real estate sales from its  subsidiary  Golf Ventures as opposed
to $333,311 in real estate sales for the three months ended September 30, 1997.

LIQUIDITY AND CAPITAL RESOURCES

         At  September  30, 1997,  the Company had total assets of  $14,131,773,
total  liabilities of $11,391,731  and total  stockholders  equity of $2,740,042



                                       19

<PAGE>

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 increase in total
assets of  $808,668,  is due  primarily to $610,261 of  capitalized  development
related  interest and improvement in GVI and net increases in store  merchandise
inventories  and  real  estate   inventories  of  $118,302.   Store  merchandise
inventories  increased as Fan-Tastic  prepared for the  Christmas  retail sales.
Total liabilities at September 30, 1997 increased $1,126,334, or 11%, from March
31,  1997.  The  increase is due to  increases  in long term debt of $116,813 an
increase  in  related  party  debt  of  $687,610,  and an  increase  in  current
liabilities  of $327,936.  The related  party debt  increase was  comprised of a
$235,000 real estate  purchase by Finally  Communities  from a  shareholder  and
$452,610 of debt from a  shareholder  to the Company  and its  subsidiaries  for
working capital purposes.

At  December  31,  1997,  the  Company  had total  assets of  $2,229,029,  total
liabilities of $2,533,251 and total stockholders  equity of $(304,222)  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  securities  in GVI. The
related  party debt increase of $731,385 was comprised of a $235,000 real estate
purchase by Finally  Communities to a company in which an officer has ownership.
Finally  Communities  was in default on this at December 31,  1998.  The Company
also  received  $452,610  of debt  from a  shareholder,  payable  at 12% and 18%
interest,  to fund  operations.  Of this  debt,  67,485  was debt  with  Finally
Commuities. The remainder of new debt with this shareholder of $385,125 requires
interest  only payments  until April of 1998 at which thime monthly  payments of
$9,428 are required.  In March 1998, the Company sold Finally Communities to the
President  (Buyer) of Finally  Communities.  Under terms of this agreement,  the
Buyer  purchased all of the assets and stock of Finally  Communities in exchange
for all Company stock he received  under the May 1997 purchase of Finally by the
Company and the assumption of all Finally Communities debt.

In addition,  the Company will need to raise additional  capital to successfully
complete  certain  acquisitions.  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 the  Printing  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  $175,000.  Two thirds of
the stock  subject to  issuance  will be subject to earnout  consideration.  One
Hundred  forty-five  thousand  of the  cash  payment  had been  advanced  to the
Printing Company at April 6, 1998 in the form of a note receivable.  The success
of this  purchase  is  subject to  negotiating  terms of a  definitive  purchase
agreement and completion of final due diligence. As of April 6, 1998 the Company
was contractually committed to provide another $155,000 to the Printing Company.
The $155,000 of funds  advanced to the Printing  Company  through  April 6, 1998
were obtained primarily through debt issuances of $120,000 with a shareholder.


                                       20
<PAGE>

In addition,  in March 1998, the Company  entered into an acquisition  letter of
intent with a company that  designs and markets  licensed  branded  apparel (the
Apparel Company).  Under terms of the letter of intent, the owner of the Apparel
Company would receive $3.2 million in Company  stock;  5% of this stock would be
issued at the  acquisition  date and the remaining  stock would be issued over 3
years based on contingent earnout  consideration.  Under terms of this letter of
intent the Company is  contractually  obligated to provide  $100,000 to buyout a
partner in the Apparel Company and $200,000 for working capital purposes for the
Apparel  Company.  An  additional  $500,000 is payable to the Apparel  Company's
former partners from guaranteed  sub-licensee  royalties although the Company is
obligated for the $500,000 if no sub-licensee  royalties are paid..  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. The success of this purchase
is  subject  to  negotiating  terms  of  a  definitive  purchase  agreement  and
completion of final due diligence.

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.
























                                       21
<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.


                                   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: April 28, 1998       By:  /s/Tim Papenfuss
                                   ------------
                                   Tim Papenfuss
                                   Chief Financial Officer








                                       22