SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

         For the quarterly period ended 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 400
            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 August 18, 1997, the Registrant had outstanding  1,841,486  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.......1

Condensed Consolidated Statements of Operations - Three Months
Ended June 30, 1997 and 1996...................................................3

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

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

Notes to Condensed Consolidated Financial Statements - June 30, 1997...........7

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


Part II    Other Information

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

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

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

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

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

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

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


                                                      ASSETS
                                                                                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                                                                        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)                                             11,775,878         11,475,016
  Goodwill (Note 9)                                                                 248,697            252,912
  Long-term portion of contract receivable                                           55,993             55,993
  Deposits                                                                            1,970              1,970
                                                                           ----------------   ----------------

     Total Other Assets                                                          12,082,538         11,785,891
                                                                           ----------------   ----------------

     TOTAL ASSETS                                                          $     13,768,398   $     13,323,105
                                                                           ================   ================
</TABLE>
        The accompanying notes are an integral part of these consolidated
                             financial statements.

                                        1
<PAGE>
<TABLE>
<CAPTION>

                                     AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                                       Consolidated Balance Sheets (Continued)

                                        LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                 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 capital lease obligations (Note 4)                              12,238             12,238
                                                                           ----------------   ----------------

     Total Current Liabilities                                                    3,703,153          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 (Note 4)                            11,673             13,394
  Notes payable, related parties (Note 9)                                           647,014            319,039
                                                                           ----------------   ----------------

     Total Long-Term Debt                                                         7,376,764          6,778,764
                                                                           ----------------   ----------------

COMMITMENTS AND CONTINGENCIES (Note 8)

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
   (See Note 7)                                                                       1,851              1,835
  Additional paid-in capital                                                     13,051,705         13,021,721
  Accumulated deficit                                                           (10,365,327)        (9,966,100)
                                                                           ----------------   ----------------

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

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $     13,768,398   $     13,323,105
                                                                           ================   ================
</TABLE>
        The accompanying notes are an integral part of these consolidated
                             financial statements.

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


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

COSTS 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.

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


                                                                                                     Additional
                                                       Common Stock                 Preferred Stock     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.

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

                                                                                          For the Three Months Ended
                                                                                                    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 stock 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
                                                                                     ================     ===================
</TABLE>
        The accompanying notes are an integral part of these consolidated
                             financial statements.

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


                                                                                         For the Three Months Ended
                                                                                                     June 30,
                                                                                          1997                    1996

CASH PAID FOR
<S>                                                                                 <C>                  <C>                
  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.

                                        6
<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 (the  Company) was
               formed as a Utah company on March 31, 1983 under the name Leasing
               Technologies  Incorporated for the purpose of leasing  equipment.
               The Company has significantly  increased its investing activities
               which include startup companies, real estate development,  and/or
               other projects.  Operations include related and non related party
               transactions.  In March  1997,  the  shareholders  of the Company
               approved a name  change to  American  Resources  and  Development
               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.

                                        7
<PAGE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             June 30, 1997 and 1996


NOTE 1 -       SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

               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.

               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 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.

                                       8
<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

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

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

              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.

                                       9
<PAGE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             June 30, 1997 and 1996


NOTE 2 -      LAND HELD FOR DEVELOPMENT (CONTINUED)

              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.

NOTE 3 -      NOTES PAYABLE
<TABLE>
<CAPTION>

              Notes payable are comprised of the following:
                                                                                     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 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, 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
                                                                               ----------------    ----------------

              Balance forward                                                  $      1,549,017    $      1,575,403
                                                                               ----------------    ----------------
</TABLE>

                                       10
<PAGE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             June 30, 1997 and 1996


NOTE 3 -      NOTES PAYABLE (CONTINUED)
<TABLE>
<CAPTION>
                                                                                               June 30,    March 31,
                                                                                               1997       1997
                                                                                   (Unaudited)

              <S>                                                             <C>                 <C>             
              Balance forward                                                  $      1,549,017    $      1,575,403

              Promissory  note  secured  by land,  bearing  interest  at  10.5%.
               Interest  payable monthly with principal and any accrued interest
               payable in full on June
               10, 1999.                                                              3,649,630           3,440,805

              Purchase  contract and note secured by land,  bearing  interest at
               10%.  Monthly  installments  of $25,000  due through May 15, 1998
               with remaining
               principal and accrued interest due in full.                            2,227,681           2,246,823

              Mortgage note payable secured by real estate
                bearing interest at 11.5%.  Due in monthly
                installment 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
                                                                               ================    ================
</TABLE>

                                       11
<PAGE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
           Notes to the Consolidated Financial Statements (Continued)
                             June 30, 1997 and 1996


NOTE 3 -      NOTES PAYABLE (CONTINUED)

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

NOTE 4 -      CAPITAL LEASES

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

              Property and equipment                           $         35,255
              Less accumulated depreciation                             (13,938)

              Net property and equipment under capital lease   $         21,317
                                                               ================


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

                              Year End
                              March 31,

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

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

NOTE  5 -     INCOME TAXES

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

                                       12
<PAGE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             June 30, 1997 and 1996


NOTE  5 -     INCOME TAXES (CONTINUED)

              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 can not be reasonably determined that the net operating
              loss will be useable.

NOTE 6 -      PREFERRED STOCK

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

              SERIES B:

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

              SERIES C:

              In  September  1991,  the Company purchased the Cotton  Manor real
              estate project as follows:
                   Cash                          $     23,601
                   Debt assumed                       431,449
                   Promissory note                  1,387,000
                   Series C preferred stock           750,000
                                                   ----------
                                                 $  2,592,050
                                                 ============

              The Company delivered to the seller,  150,000 shares of authorized
              but previously  unissued Series C preferred  stock,  which for the
              purpose of the agreement were valued at $5.00 per share or a total
              of  $750,000.  The  shares  of  Series C  preferred  stock  may be
              redeemed by the Company at any time prior to September 3, 1997, by
              the Company paying to the seller or its assigns,  the sum of $5.50
              cash per share if redeemed  within 12 months from the date hereof;
              $6.00 cash per share if redeemed between 12 and 24 months from the
              date hereof;  and $6.50 if redeemed  between 24 and 36 months from
              the date hereof;  and $7.00 cash per share if redeemed  between 36
              and 48 months  from the date  hereof;  and $7.50 cash per share if
              redeemed  within 48 and 60 months from the date  hereof.  Prior to
              the Company  redeeming  the  preferred  shares to be issued to the
              seller  hereunder and prior to the third day of  September,  1997,
              the seller will have the right to convert any remaining  shares of
              preferred  stock into shares of the Company's  common stock at the
              rate of 5 shares of common stock for each share of preferred stock
              converted.

                                       13
<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 common stock.
              The  balance of the  preferred  shares  will be  convertible  into
              common  stock in the  proportion  of actual net  profits of FCI to
              $5,000,000  for the two years ended March 31,  1999.  The Series E
              preferred shares have no voting rights or dividends.

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

NOTE  7 - COMMON STOCK ISSUED BUT NOT OUTSTANDING

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

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.

                                       14
<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. 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.

              Notes payable to related  parties at June 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.

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.

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)

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

                                       15
<PAGE>

              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. The  Board of
              Directors  of   each   company  is   currently   reviewing   those
              transactions and  will  determine   shortly  whether  or  not  the
              resolution  of  the  issues on July 8, 1997, was appropriate under
              all of the circumstances.  
                                     
                                       16
<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
$499,584 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 $399,186 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  $13,768,398,
total  liabilities of $11,079,917  and total  stockholders  equity of $3,403,112
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,  3% is due primarily to $201,968 of capitalized  development
related interest in GVI and increases in store merchandise  inventories and real
estate  inventories  of $143,773.  Total liabilities  at June 30, 1997 increased
$814,520, 8%, 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 $216,520, 6%, explained below.

                                       17
<PAGE>

                 As  of  June 30, 1997, the  Company had total current assets of
$1,466,887  and total  current  liabilities  of  $3,703,153  which  results in a
current  ratio of 0.40:1,  compared to a current ratio of 0.38:1 as of March 31,
1997. Current  liabilities at June 30, 1997 increased  $216,520,  6%, over March
31, 1997 due to an increase in accounts payable of $99,978,  9%, and an increase
in accrued expenses of $164,045, 15%. Both 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.  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.

                 The Company has  historically  satisfied its cash needs through
the sale of real estate in Cotton Manor and Cotton Acres and private  placements
of securities  and secured  borrowings.  During the quarter ended June 30, 1997,
the GVI sold  one lot in the  Cotton  Manor  PUD  development.  This  figure  is
substantially  lower than prior  periods,  but lot sales should  increase as the
development  of 19 lots in Phase 10 of Cotton Acres are  completed and sales are
initiated in late August 1997.  However,  management  can give no assurance that
cash  flow  from  the sale of lots  will be  sufficient  to fund  the  Company's
operations.

                 Completion  of Phase I in Red Hawk and the  subsequent  sale of
lots in Phase I will depend  largely on the  ability of the GVI with  assistance
from the Company,  to raise additional funds,  preferably long term financing on
acceptable  terms and conditions.  The Company and GVI are pursuing  development
loans in the  $10,000,000  to  $14,000,000  range and  looking  for a  potential
merger,  and, or  acquisitions.  GVI will also continue to develop and sell lots
and  townhomes  in the Cotton  Manor/Acres  developments  as  financing  becomes
available.  These  sales  will not be  sufficient  to  financially  support  the
Company's overhead and the Red Hawk project.  The Company's ongoing overhead and
land  obligations are  approximately  $75,000 per month.  Additionally,  GVI has
approximately  $900,000 of long-term  debt due during 1998.  If the Company does
not receive sufficient  financing for the Red Hawk project,  the Company intends
to meet its  obligations  through  private or public  offerings of common and/or
preferred  stock for cash and additional  borrowings.  No assurance can be given
that the Company will succeed in  obtraining  sufficient  financing for Red Hawk
or, if unsuccessful,  that it will raise sufficient cash to meet its obligations
through the sale of securities  or additional  borrowings.  The  Fan-Tastic  and
Finally  subsidiaries  should be able to generate sufficient funds through sales
to sustain operations.

                                       18
<PAGE>

Part II   -  Other Information

Item 1. Legal Proceedings

                 Not applicable.

Item 2. Changes in Securities

                 Not applicable.

Item 3. Default upon Senior Securities

                 Not applicable.

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

                 Not applicable.

Item 5. Other Information

                 Not applicable.

Item 6. Exhibits and Reports on Form 8-K

                 Not applicable.


                                       19
<PAGE>



                                   SIGNATURES


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


                                   AMERICAN RESOURCES AND
                                   DEVELOPMENT COMPANY
                                      (Registrant)



Date: August 19, 1997               By:  /Karl Badger
                                         ------------
                                         Karl Badger, President
                                         and Chief Executive Officer

                                       20