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 June 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 - June 30, 1997 and
 March 31, 1997..........................................................      3

Condensed Consolidated Statements of Operations - Three Months
  Ended  June 30, 1997 and 1996..........................................      5

Statements of Stockholders' Equity.......................................      7

Condensed Consolidated Statements of Cash Flows - Three Months
  Ended  June 30, 1997 and 1996..........................................      8

Notes to Condensed Consolidated Financial Statements - June 30, 1997.....     10


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











                                        2
<PAGE>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY

                        CONSOLIDATED FINANCIAL STATEMENT
                                   (Unaudited)

                                  June 30, 1997



<PAGE>


<TABLE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                           Consolidated Balance Sheets


                                     ASSETS
                                     ------
<CAPTION>

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

CURRENT ASSETS

<S>                                                 <C>                   <C>            
  Cash                                              $           29,879    $        47,850
  Accounts receivable                                           51,423             41,349
  Real estate inventories                                      949,554            932,439
  Merchandise inventory                                        417,827            291,169
  Prepaid and other current assets                              17,732             23,682
  Current portion of contract receivable                           472                472
                                                    ------------------    ---------------

    Total Current Assets                                     1,466,887          1,336,961
                                                    ------------------    ---------------

PROPERTY AND EQUIPMENT

  Model home and condominiums                                  134,788            133,954
  Furniture, fixtures and equipment                            147,193            146,412
  Vehicles                                                      43,252             17,852
                                                    ------------------    ---------------

    Total Depreciable Assets                                   325,233            298,218

  Less: accumulated depreciation                              (106,260)           (97,965)
                                                    ------------------    ---------------

    Net Property and Equipment                                 218,973            200,253
                                                    ------------------    ---------------

OTHER ASSETS

  Land held for development (Note 2)                        12,006,878         11,475,016
  Goodwill                                                     248,697            252,912
  Long-term portion of contract receivable                      55,993             55,993
  Deposits                                                       1,970              1,970
                                                    ------------------    ---------------


   Total Other Assets                                       12,313,538         11,785,891
                                                    ------------------    ---------------

    TOTAL ASSETS                                    $       13,999,398    $    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>

                                                                     June 30,            March 31,
                                                                      1997                1997
                                                               ------------------    ---------------
                                                                    (Unaudited)
CURRENT LIABILITIES

<S>                                                            <C>                   <C>            
  Accounts payable                                             $        1,251,872    $     1,151,894
  Accrued expenses and other current liabilities                        1,272,680          1,108,635
  Current portion of notes payable (Note 3)                             1,166,363          1,213,866
  Current portion of notes payable - related party                        231,000                  -
  Current portion of capital lease obligations                             12,238             12,238
                                                               ------------------    ---------------

    Total Current Liabilities                                           3,934,153          3,486,633
                                                               ------------------    ---------------

LONG-TERM DEBT

  Commission payable                                                       90,000             90,000
  Long-term portion of notes payable (Note 3)                           6,628,077          6,356,331
  Long-term portion of capital lease obligations                           11,673             13,394
  Notes payable, related parties                                          647,014            319,039
                                                               ------------------    ---------------

    Total Long-Term Debt                                                7,376,764          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                                           13,051,705         13,021,721
  Accumulated deficit                                                 (10,365,327)        (9,966,102)
                                                               ------------------    ---------------

    Total Stockholders' Equity                                          2,688,481          3,057,708
                                                               ------------------    ---------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $       13,999,398    $    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 Three Months Ended
                                                                       June 30,
                                                              1997                1996
                                                       ------------------    ---------------

INCOME

<S>                                                    <C>                   <C>            
  Sales - real estate                                  $           11,000    $             -
  Sales - merchandise                                             161,161            133,000
                                                       ------------------    ---------------

    Total Income                                                  172,161            133,000
                                                       ------------------    ---------------

COST OF SALES

  Cost of sales - real estate                                      11,000             76,582
  Cost of sales - merchandise                                      78,140                  -
                                                       ------------------    ---------------

    Total Cost of Sales                                            89,140             76,582
                                                       ------------------    ---------------

    Gross Profit                                                   83,021             56,418
                                                       ------------------    ---------------

GENERAL AND ADMINISTRATIVE EXPENSES

  Depreciation and amortization                                    12,510              1,005
  General expenses                                                499,625            319,123
                                                       ------------------    ---------------

    Total General and Administrative Expenses                     512,135            320,128
                                                       ------------------    ---------------

    Net Loss                                                     (429,114)          (263,710)
                                                       ------------------    ---------------

OTHER INCOME AND (EXPENSES)

  Interest income                                                     782              2,038
  Other income                                                     45,448              2,906
  Gain on sale of assets                                           -                 236,583
  Interest expense                                                (16,343)            (7,080)
                                                       ------------------    ---------------

    Total Other Income and (Expenses)                              29,887            234,447
                                                       ------------------    ---------------

  Net (loss) before income tax and minority interest             (399,227)           (29,263)
  Minority interest (Note 1)                                            -                  -
                                                       ------------------    ---------------

  Net loss before income tax                                     (399,227)           (29,263)
  Less: provisions for (income tax)                                     -                  -

NET LOSS                                               $         (399,227)   $       (29,263)
                                                       ==================    ===============

LOSS PER SHARE                                         $            (0.22)   $         (0.00)
                                                       ==================    ===============
</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)

Common stock issued for services
 (unaudited)                             16,000             16               -               -            29,984                -

Net loss (unaudited)                          -              -               -               -                 -         (399,227)
                                   ------------    -----------     -----------   -------------    --------------  ---------------

Balance, June 30, 1997
 (unaudited)                          1,851,486    $     1,851     $   252,220   $         252    $   13,051,705  $   (10,365,327)
                                   ============    ===========     ===========   =============    ==============  ===============
</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>
                                                                                June 30,
                                                                ---------------------------------------
                                                                        1997                 1996
                                                                -----------------     -----------------
OPERATING ACTIVITIES

<S>                                                             <C>                   <C>               
   Net income (loss)                                            $        (399,227)    $         (29,263)
   Adjustments to reconcile net income to net cash
    provided by operating activities:
     Depreciation and amortization                                         12,510                 1,005
     Common sock issued for services                                       30,000                     -
   Changes in operating assets and liabilities:
     (Increase) decrease in inventory                                    (143,773)               61,354
     (Increase) decrease in notes and accounts receivable                 (10,074)              (18,625)
     Increase (decrease) in other current assets                            5,950                39,119
     Increase (decrease) in accounts payable and
      other current liabilities                                           264,023              (300,058)
                                                                -----------------     -----------------

         Net Cash Provided (Used) by Operating Activities                (240,591)             (246,468)
                                                                -----------------     -----------------

INVESTING ACTIVITIES

   Purchases of property and equipment                                    (27,015)                    -
   Investment in land held for development                               (300,862)             (413,839)
                                                                -----------------     -----------------

         Net Cash Provided (Used) by Investing Activities                (327,877)             (413,839)
                                                                -----------------     -----------------

FINANCING ACTIVITIES

   Repayment of notes payable, related parties                            (50,000)                    -
   Payments on long-term debt and capital lease obligations               (47,503)              (28,168)
   Long-term borrowings                                                   270,025             2,000,000
   Contributions from subsidiary                                                -               900,000
   Borrowings from related parties                                        377,975                     -
                                                                -----------------     -----------------

         Net Cash Provided (Used) by Financing Activities                 550,497             2,871,832
                                                                -----------------     -----------------

INCREASE (DECREASE) IN CASH                                               (17,971)            2,211,525

CASH, BEGINNING OF PERIOD                                                  47,850               790,744
                                                                -----------------     -----------------

CASH, END OF PERIOD                                             $          29,879     $       3,002,269
                                                                =================     =================

CASH PAID FOR

   Interest                                                     $          16,343     $           7,080
   Income taxes                                                 $               -     $               -

NON-CASH FINANCING ACTIVITIES

   Common stock issued for services                             $          30,000     $               -
</TABLE>


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

<PAGE>


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

NOTE 1 -       SIGNIFICANT ACCOUNTING POLICIES

               a.  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.

               b.  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.

               c.  Depreciation

               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.

               e.  Income Taxes

               Income taxes consist of Federal Income and State Franchise taxes.
               The Company has elected a March 31 fiscal  year-end for both book
               and income tax purposes.

               The Company  accounts  for income taxes under the  provisions  of
               Statement of  Financial  Accounting  Standards  No. 109 (SFAS No.
               109), "Accounting for Income Taxes," which requires the asset and
               liability method of accounting for tax deferrals.

               f.  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.



<PAGE>

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


NOTE 1 -       SIGNIFICANT ACCOUNTING POLICIES (Continued)

               g.  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.

               h.  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.

               i.  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  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.

               j.  Inventories

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

               k.  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.

<PAGE>

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


NOTE 1 -       SIGNIFICANT ACCOUNTING POLICIES (Continued)

               k.  Profit Recognition and Capitalization of Costs Related to 
                   Real Estate (continued)

               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.

               l.  Notes Receivable

               Notes  receivable are shown net of the allowance for bad debts of
               $5,000 at June 30, 1997.

               m.  Goodwill

               Goodwill  resulting  from the  acquisition  of FTI are  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 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.

               For the years  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
                             June 30, 1997 and 1996


NOTE 3 -       NOTES PAYABLE

               Notes payable are comprised of the following:
<TABLE>
<CAPTION>
   June 30,             March 31,
                                                                                        1997                1997
                                                                                  -----------------  ------------------
                                                                                     (Unaudited)
<S>                                                                               <C>                <C>               
               Convertible  subordinated  debentures,  due June 30, 
                1997 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             201,890

               Trust deed note payable, secured by land.
                Interest accrued at 85 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, 1996.                                                            80,575              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             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
                             June 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.                               2,227,681           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 8.125%.  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.                                                        20,500                   -

               Mortgage note payable secured by real estate
                bearing interest at 10.5%.  Due in monthly
                installments of $207, balance due in 59 months.                              20,700                   -

               Promissory note secured by vehicle, bearing
                interest at 11%.  Due in monthly installments
                of $405.                                                                     20,000                   -
                                                                                  -----------------  ------------------

               Subtotal                                                                   7,794,440           7,570,197

               Less current portion                                                       1,166,363           1,213,866
                                                                                  -----------------  ------------------

               Long-term portion                                                  $       6,628,077  $        6,356,331
                                                                                  =================  ==================

               Maturities of long-term debt are as follows:

                                                    March 31, 1998                $       1,166,363  $        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                          437,153             423,192
                                                                                  -----------------  ------------------
                                                                                  $       7,794,440  $        7,570,197
                                                                                  =================  ==================
</TABLE>
<PAGE>

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


NOTE 4 -       CAPITAL LEASES

               Property and equipment  under capital  leases as of June 30, 1997
is summarized as follows:

<TABLE>
<CAPTION>
<S>                                                                                  <C>       
                               Property and equipment                                $   35,255
                               Less accumulated depreciation                            (13,938)
                                                                                     ----------

                               Net property and equipment under capital lease        $   21,317
                                                                                     ==========
</TABLE>

               At June 30, 1997, the Company and its  subsidiaries  have capital
lease obligations as follows:

<TABLE>
<CAPTION>
                                                             Year End
                                                            March 31,

                                                                 1998                $   13,709
                                                                 1999                    13,492
                                                                 2000                       302
                                                                                     ----------

<S>                                                                                      <C>   
                               Total minimum lease payments                              27,503
                               Less interest and taxes                                    3,592
                                                                                     ----------

                               Present value of net minimum lease payments               23,911
                               Less current portion                                      12,238
                                                                                     ----------

                               Long-term portion of capital lease obligations        $   11,673
                                                                                     ==========
</TABLE>

NOTE 5 -       INCOME TAXES

               The Company had net  operating  loss  carryforwards  available to
               offset future taxable income.  The Company has net operating loss
               carryforwards of  approximately  $12,500,000 to offset future tax
               liabilities. The loss carryforwards will begin to expire in 2007.

               Deferred  income  taxes  payable  are  made  up of the  estimated
               federal  and state  income  taxes on items of income and  expense
               which due to temporary  differences  between  books and taxes are
               deferred.  The temporary  differences are primarily caused by the
               use  of  the  equity   method   for   reporting   investment   in
               subsidiaries.  The  deferred  tax  asset is  offset  in full by a
               valuation  allowance  because it cannot be reasonably  determined
               that the net operating loss will be useable.



<PAGE>


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


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  were  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 were 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
                             June 30, 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 June 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 June 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.

NOTE 8 -       COMMITMENTS AND CONTINGENCIES

               The  Company is leasing  its  principle  place of  business  on a
               month-to-month  basis for $2,229.  The Company shares this office
               space with GVI.

               FTI leases office and warehouse space in Salt Lake City, Utah and
               leases space for six retail  stores in various  locations.  Lease
               commitments  for the years ended March 31, 1998 through March 31,
               2002 are $77,721, $59,653, $35,256 and $20,566, respectively.

<PAGE>



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


NOTE 9 -       ACQUISITION OF FAN-TASTIC, INC.

               As  discussed  in Note 1, 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.  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  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.

NOTE 10 -      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.



<PAGE>


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


NOTE 11 -      ACQUISITION OF FINALLY COMMUNITIES, INC.

               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 (see Note 6).

               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 July 31 and new payment terms are currently being negotiated.

NOTE 12 -      SUBSEQUENT EVENT

               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.  On July 8,
               1997, GVI issued to ARDCO 823,343 shares of its common stock with
               respect  to  the  intercompany   transactions   between  the  two
               entities.  These shares were canceled by GVI in August 1997,  and
               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 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.

               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  by  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.


<PAGE>

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


NOTE 12 -      SUBSEQUENT EVENT (Continued)

               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 Quarter  Ended June 30,  1997,  Compared  to the Quarter  Ended June 30,
1996.

         Total revenue for the quarter ended June 30, 1997 increased $39,161, or
29%, to $172,161,  compared  with  $133,000 for the quarter ended June 30, 1996.
During the current  period  Fan-tastic's  sales of  merchandise  were  $161,161.
Additionally  a lot was sold  from the  Cotton  Manor  Phase 4, a  townhome  PUD
project.  The lot was sold to Bruce Frodsham,  Vice President of the Company for
$11,000,  the approximate cost of the lot to the Company.  During the comparable
prior year  period,  5 lots were sold from Cotton  Acres at an average  price of
$26,600.  The sales  volume is dependent  upon the number of completed  lots and
condominiums  in  inventory.  During  the past year  there has been very  little
capital  available for development and therefore there has been little inventory
available for sale.

         Cost of sales increased by $12,558,  or 16%, to $89,140 for the quarter
ended March 31,  1997 from  $76,582 for same  quarter in 1996.  The  increase is
related  to the  $78,140  cost of  sales  for the  Fan-Tastic  retail  sales  of
$161,161.  The change related to the cost of real estate sales was a decrease of
$65,582,  86%,  and is directly  related to the number of units sold during each
period.  Correspondingly  gross profit increased to $83,021, 48% of total sales,
during the current period compared to $56,418, 42% in the prior period.

         General  and  administrative   expenses  increased  $180,461,  57%,  to
$499,625 for the quarter ended June 30, 1997 from $319,123 for the quarter ended
June 30,  1996.  The  increase  was  attributable  to the $93,947 of general and
administrative  expenses  incurred by  Fan-Tastic  and costs  incurred by GVI in
developing an internet website and promotional  literature,  and related printed
material.

         The Company  experienced  a net loss of $399,227 in the current  period
compared with a net loss of $29,263 in the prior period.

LIQUIDITY AND CAPITAL RESOURCES

         At June 30, 1997,  the Company had total assets of  $13,999,398,  total
liabilities of $11,310,917 and total stockholders  equity of $2,688,481 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 $445,293 is due  primarily  to  $201,968  of  capitalized  development
related  interest  in GVI,  $246,000  land  held for  development  from  Finally
Communities,   increases  in  store  merchandise  inventories  and  real  estate
inventories of $143,773. Total liabilities at June 30, 1997 increased $1,045,520
from March 31,  1997.  The  increase  is due to  increases  in long term debt of
$271,746,  4%, an  increase  in  related  party  debt of  $327,975,  103% and an
increase in current liabilities of $447,520 explained below.


         As of June 30, 1997, the Company had total current assets of $1,466,887
and total current  liabilities of $3,934,153 which results in a current ratio of
0.37:1,  compared  to a current  ratio of 0.38:1 as of March 31,  1997.  Current
liabilities  at June 30, 1997  increased  $447,520 over March 31, 1997 due to an
increase in accounts payable of $99,978,  9%, an increase in accrued expenses of
$164,045, 15% and $231,000 of current portion of notes payable, related parties.
 


                                       19
<PAGE>

The  increases are related to the decrease in cash flowing into the Company from
decreases in the sale of real estate and  borrowings  during the period and from
Finally  Communities  signing  a note  payable  with  related  parties  for  the
acquisition of land held for development.  These decreases have severely limited
the Company's ability to pay its current  obligations.  Current assets increased
$129,926,  10% due to increase in store merchandise inventory of $126,658,  43%,
resulting from  Fan-Tastic's  desires to raise store inventory  levels after the
Company's acquisition of FanTastic.

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.

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


                                       20
<PAGE>

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