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

                                   FORM 10-QSB


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

                  For the quarterly period ended June 30, 2001;

                                       or

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

        For transition period from ________________ to _________________



                    American Resources & 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.)


               2035 N.E. 181st
                Gresham, OR                                  97230
  (Address of principal executive offices)                 (Zip Code)

        Registrant's telephone number, including area code (503) 492-1500

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 12, 2001, the Registrant had outstanding 4,421,817 shares
of Common Stock.


Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

                                       -1-
<PAGE>

Item 1:  Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheets - June 30, 2001
           and March 31, 2001                                              3

         Condensed Consolidated Statements of Operations - Three
           months ended June 30, 2001 and 2000                             5

         Statements of Stockholders' Equity                                7

         Condensed Consolidated Statements of Cash Flows - Three
           months ended June 30, 2001 and 2000                             9

         Notes to Condensed Consolidated Financial Statements -
           June 30, 2001                                                  11


Item 2:  Management's Discussion and Analysis or Plan of Operation        20


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>
<TABLE>
<CAPTION>
                                    AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                                            Consolidated Balance Sheet


                                                       ASSETS

                                                                                 June 30,          March 31,
                                                                                  2001                2001
                                                                           ------------------  -----------------
CURRENT ASSETS
<S>                                                                        <C>                 <C>
   Cash and cash equivalents                                               $            1,189  $          23,759
   Accounts receivable, net (Note 1)                                                  615,977            609,456
   Inventory (Note 1)                                                                 432,694            170,065
   Prepaid and other current assets                                                     6,832             10,982
                                                                           ------------------  -----------------

     Total Current Assets                                                           1,056,692            814,262
                                                                           ------------------  -----------------

PROPERTY AND EQUIPMENT (NOTE 1)

   Furniture, fixtures and equipment                                                  472,103            461,954
   Capital leases                                                                   1,277,899          1,277,899
                                                                           ------------------  -----------------

     Total depreciable assets                                                       1,750,002          1,739,853
     Less: accumulated depreciation                                                  (943,154)          (878,240)
                                                                           ------------------  -----------------

       Net Property and Equipment                                                     806,848            861,613
                                                                           ------------------  -----------------

OTHER ASSETS

   Deposits                                                                            93,756             87,458
                                                                           ------------------  -----------------

     Total Other Assets                                                                93,756             87,458
                                                                           ------------------  -----------------

     TOTAL ASSETS                                                          $        1,957,296  $       1,763,333
                                                                           ==================  =================


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

                                       -3-
<PAGE>
<CAPTION>
                                      AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                                        Consolidated Balance Sheet (Continued)


                                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                                 June 30,           March 31,
                                                                                   2001               2001
                                                                           ------------------  -----------------
CURRENT LIABILITIES
<S>                                                                        <C>                 <C>
   Accounts payable                                                        $        1,787,419  $       1,377,463
   Accrued expenses and other current liabilities                                   1,004,207            897,799
   Line of credit (Note 3)                                                            478,804            363,888
   Current portion of notes payable (Note 4)                                          377,227            475,727
   Current portion of notes payable, related parties (Note 5)                       1,168,257          1,168,269
   Current portion of capital lease obligations (Note 6)                              141,709            219,930
                                                                           ------------------  -----------------

     Total Current Liabilities                                                      4,957,623          4,503,076
                                                                           ------------------  -----------------

LONG-TERM DEBT

   Reserve for discontinued operations (Note 2)                                       829,605            810,842
   Notes payable (Note 4)                                                             296,084            220,084
   Notes payable, related parties (Note 5)                                            197,426            210,669
   Capital lease obligations (Note 6)                                                 193,441            210,302
                                                                           ------------------  -----------------

     Total Long-Term Debt                                                           1,516,556          1,451,897
                                                                           ------------------  -----------------

     Total Liabilities                                                              6,474,179          5,954,973
                                                                           ------------------  -----------------

COMMITMENTS AND CONTINGENCIES (Note 11)

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock, par value $0.001 per share: 10,000,000
    shares authorized; issued and outstanding: 94,953
    Series B shares, 150,000 Series C shares                                              245                245
   Common stock, par value $0.001 per share: 125,000,000
    shares authorized; issued and outstanding: 7,404,752
    shares issued and 4,421,817 outstanding.  (Note 9)                                  4,422              4,422
   Additional paid-in capital                                                       7,850,032          7,845,635
   Accumulated deficit                                                            (12,371,582)       (12,041,942)
                                                                           ------------------  -----------------

      Total Stockholders' Equity (Deficit)                                         (4,516,883)        (4,191,640)
                                                                           ------------------  -----------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                 $        1,957,296  $       1,763,333
                                                                           ==================  =================
</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 Operations


                                                                                   For the Three Months Ended
                                                                                             June 30,
                                                                              --------------------------------------
                                                                                     2001                2000
                                                                              -----------------    -----------------
<S>                                                                           <C>                  <C>
SALES
  Sales                                                                       $       1,280,152    $       1,361,522
  Cost of sales                                                                       1,147,358              946,245
                                                                              -----------------    -----------------

     Gross Profit                                                                       132,794              415,277
                                                                              -----------------    -----------------

EXPENSES
  General and marketing expenses                                                        328,508              461,892
  Depreciation and amortization                                                           1,300                3,508
                                                                              -----------------    -----------------

     Total Expenses                                                                     329,808              465,400
                                                                              -----------------    -----------------

LOSS FROM OPERATIONS                                                                   (197,014)             (50,123)
                                                                              -----------------    -----------------

OTHER INCOME AND (EXPENSES)
  Other income (expenses)                                                                 3,237                3,508
  Interest expense                                                                     (135,863)            (165,551)
                                                                              -----------------    -----------------

       Total Other Income and (Expenses)                                              (132,626)             (154,580)
                                                                              ----------------     -----------------

 LOSS BEFORE INCOME TAXES                                                             (329,640)             (204,703)

INCOME TAXES                                                                             -                    -
                                                                              -----------------    -----------------

NET LOSS                                                                               (329,640)            (204,703)
                                                                              -----------------    -----------------

OTHER COMPREHENSIVE LOSS

      Loss on valuation of marketable securities                                         -                    -
                                                                              -----------------    -----------------

         Total Other Comprehensive Loss                                                  -                    -
                                                                              -----------------    -----------------

NET COMPREHENSIVE LOSS                                                        $        (329,640)   $        (204,703)
                                                                              =================    =================

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

                                       -5-
<PAGE>
<CAPTION>
                                               AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                                            Consolidated Statements of Operations (Continued)

                                                                                   For the Three Months Ended
                                                                                             June 30,
                                                                              --------------------------------------
                                                                                     2001                2000
                                                                              -----------------    -----------------
<S>                                                                           <C>                  <C>
BASIC LOSS PER SHARE OF COMMON
  STOCK-CONTINUING OPERATIONS                                                 $           (0.07)   $            (.05)
                                                                              =================    =================

BASIC INCOME (LOSS) PER SHARE OF COMMON STOCK -
DISCONTINUED OPERATIONS                                                       $               -    $               -
                                                                              =================    =================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                                         4,421,817            3,878,257
                                                                              =================    =================
</TABLE>

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

                                       -6-
<PAGE>
<TABLE>
<CAPTION>
                                               AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                                             Consolidated Statements of Stockholders' Equity
                                                         June 30, 2001 and 2000


                                       Common Stock            Preferred Stock         Other           Additional
                               ---------------------------  ----------------------  Comprehensive       Paid-In       Accumulated
                                  Shares         Amount       Shares     Amount         Loss             Capital         Deficit
                               -------------  ------------  ---------   ----------  ----------------  ----------------------------
<S>                             <C>            <C>           <C>        <C>          <C>             <C>             <C>
Balance, April 1, 1999          3,174,286         3,174      244,953       245         (435,188)        7,297,066      (9,180,480)

Stock issued for Quade
 acquisition (Note 2)             451,667           452            -         -                -           144,099               -

Stock issued for consulting
 services                         250,000           250            -         -                -           181,384

Expense recognized for
 vested options                         -             -            -         -                -            17,496

Recognition of loss on
 valuation of marketable
 securities                             -             -            -         -          435,188                 -               -

Net loss for the year ended
 March 31, 2000                         -             -            -         -                -                 -      (1,421,111)
                                ---------      --------      -------    ------       ----------      ------------    ------------

Balance, March 31, 2000         3,875,953         3,876      244,953       245                -          7,640,045    (10,601,591)

Stock issued for consulting
 services                         192,777           193            -         -                -            82,841               -

Stock issued for interest
 on debt                          140,087           140            -         -                -            45,466               -

Stock exchanged for debt
 with related parties             140,000           140            -         -                -             34,860              -

Stock issued to employees
 under Employee Stock
 Plan                              73,000            73            -         -                -            24,927               -

Expense recognized for
  vested options                        -             -            -         -                -            17,496               -

Net loss for the year
 ended March 31, 2001                                                                                                  (1,440,351)
                                ---------      --------      -------    ------       ----------      ------------    ------------

Balance, March 31, 2001         4,421,817      $  4,422      244,953    $  245       $        -      $  7,845,635     (12,041,942)
                                =========      ========      =======    ======       ==========      ============    ============

Expense recognized for
 vested options                         -             -            -         -                -             4,397

Net loss for the three months
 ended June 30, 2000                                                                                                     (329,640)

Balance at June 30, 2001        4,421,817      $  4,422      244,953    $  245       $        -      $  7,850,032    $(12,371,582)
                                =========      ========      =======    ======       ==========      ============    ============
</TABLE>

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

                                       -7-
<PAGE>
<TABLE>
<CAPTION>
                                              AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                                                  Consolidated Statements of Cash Flows

                                                                                         For the Three Months Ended
                                                                                                  June 30,
                                                                                   --------------------------------------
                                                                                           2001                      2000
                                                                                   -----------------    -----------------
<S>                                                                                <C>                  <C>
OPERATING ACTIVITIES
           Net loss                                                                $        (329,640)   $        (204,703)
           Adjustments to reconcile net loss to net cash
           (used) by operating activities, net of effect of
            mergers:
              Gain on sale of USPA, Ltd.                                                           -                    -
              Depreciation and amortization                                                   64,914               68,197
              Stock option and stock for services                                              4,397              114,295
           Changes in operating assets and liabilities:
              (Increase) decrease in accounts receivable                                      (6,521)              52,765
              Decrease in inventory                                                         (262,629)              22,467
              (Increase) decrease in other assets                                             (2,148)              (3,000)
              Increase (decrease) in accounts payable and other
               current liabilities                                                           535,127               54,950
                                                                                   -----------------    -----------------

                Net Cash (Used) by Operating Activities                                        3,500               94,611
                                                                                   -----------------    -----------------

INVESTING ACTIVITIES
           Proceeds from sale of USPA, Ltd.                                                        -                    -
           Purchases of property and equipment                                               (10,149)              (4,250)
                                                                                   -----------------    -----------------

              Net Cash (Used) by Investing Activities                                        (10,149)              (4,250)
                                                                                   -----------------    -----------------

FINANCING ACTIVITIES
           Net (payments) proceeds on line of credit                                         114,916              (39,416)
           Payments on long-term debt and capital lease obligations                         (117,582)             (77,753)
           Note payable borrowings, related parties                                          (13,255)              18,243
                                                                                   ------------------   -----------------

              Net Cash Provided by Financing Activities                                      (15,921)             (98,926)
                                                                                   -----------------    -----------------

INCREASE (DECREASE) IN CASH                                                                  (22,570)              (8,565)

CASH, BEGINNING OF YEAR                                                                       23,759                8,914
                                                                                   -----------------    -----------------

CASH, END OF YEAR                                                                  $           1,189    $             349
                                                                                   =================    =================

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

                                       -8-
<PAGE>
<CAPTION>
                                          AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                                       Consolidated Statements of Cash Flows (Continued)

                                                                                         For the Three Months Ended
                                                                                                  June 30,
                                                                                   --------------------------------------
                                                                                           2001                      2000
                                                                                   -----------------    -----------------
<S>                                                                                <C>                  <C>
CASH PAID FOR
  Interest                                                                         $          56,137    $          50,289
  Income taxes                                                                     $               -    $               -
</TABLE>

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

                                       -9-
<PAGE>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000


NOTE 1 -       SIGNIFICANT ACCOUNTING POLICIES

               a.  Quarterly Financial Statements

               The preparation of financial statements in conformity with
               generally accepted accounting principles requires management to
               make estimates and assumptions that affect the amounts reported
               in the financial statements and accompanying notes. Actual
               results could differ from those estimates. The accompanying
               consolidated unaudited condensed financial statements have been
               prepared in accordance with the instructions to Form 10-QSB but
               do not include all of the information and footnotes required by
               generally accepted accounting principles and should, therefore,
               be read in conjunction with the Company's fiscal 2001 financial
               statements in Form 10-KSB. These statements do include all normal
               recurring adjustments which the Company believes necessary for a
               fair presentation of the statements. The interim operating
               results are not necessarily indicative of the results for a full
               year. Effective for fiscal quarters ending after March 15, 2000,
               the Securities and Exchange Commission adopted a rule requiring
               companies' independent auditors review the companies' financial
               information prior to the companies filing their Quarterly Reports
               on Form 10-QSB with the Commission. The Company's June 30, 2001
               Form 10-QSB was not reviewed prior to submission to the
               Commission. A Form 8-K will be filed when the review is completed
               by the independent auditors.

               b. Principles of Consolidation

               The accompanying consolidated financial statements include
               American Resources and Development Company and its subsidiaries,
               Pacific Printing and Embroidery L.L.C. (PPW) and Fan-Tastic, Inc.
               (FTI).

               c. Estimates

               The preparation of financial statements in conformity with
               generally accepted accounting principles requires management to
               make estimates and assumptions that affect the reported amounts
               of assets and liabilities and disclosure of contingent assets of
               revenues and expenses during the reporting period. Actual results
               could differ from those estimates.

               d. 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.

               e. Concentrations of Risk

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

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

               f. Inventories

               Inventories are stated at the lower of cost or market using the
               first-in, first-out method. Inventory consists of items available
               for resale.

                                      -10-
<PAGE>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000


NOTE 1 -      SIGNIFICANT ACCOUNTING POLICIES (Continued)

              g. Property and Equipment

              Property, equipment and capital leases are recorded at cost and
              are depreciated or amortized over the estimated useful life of the
              related assets, generally three to seven years. 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.

              h.  Accounts Receivable

              Accounts receivable are shown net of the allowance for bad debts
              of $48,917 at June 30, 2001.

              i.  Financial Instruments

              Statement of Financial Accounting Standards No. 107, " Disclosures
              about Fair Value of Financial Instruments" requires disclosure of
              the fair value of financial instruments held by the Company. SFAS
              107 defines the fair value of a financial instrument as the amount
              at which the instrument could be exchanged in a current
              transaction between willing parties. The following methods and
              assumptions were used to estimate fair value:

              The carrying amount of cash equivalents, accounts receivable and
              accounts payable approximate fair value due to their short-term
              nature.

              j. 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.

              k. Basic Loss Per Common Share

              Basic loss per common share is computed based on the weighted
              average number of common shares outstanding during the period. The
              common stock equivalents are antidilutive and, accordingly, are
              not used in the net loss per common share computation. Fully
              diluted loss per share is the same as the basic loss per share
              because of the antidilutive nature of common stock equivalents.

              Basic net loss from continuing operations per common share and
              diluted net loss from continuing operations per common share
              amounts, calculated in accordance with SFAS 128, were $(0.07) and
              $(.05) for the three months ended June 30, 2001 and 2000,
              respectively. Basic net (loss) income from discontinued operations
              per common share and diluted net loss from discontinued operations
              per common share were $0.00 and $0.00, respectively. Weighted
              average common shares outstanding were 4,421,817 and 3,878,257 for
              the three months ended June 30, 2001 and 2000, respectively.

                                      -11-
<PAGE>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000


NOTE 1 -      SIGNIFICANT ACCOUNTING POLICIES (Continued)

              l.  Revenue Recognition

              Revenue for contract screen printing, embroidery and product sales
              are recognized when the goods have been shipped. Franchise fees
              are recognized as revenue when all material services relating to
              the sale have been substantially performed by FTI. Material
              services relating to the franchise sale include assistance in the
              selection of a site and franchisee training.

              m.  Goodwill

              The Company recognizes goodwill from the excess of the purchase
              price of its acquisitions over the fair value of the net assets
              acquired.

              The Company evaluates the recoverability of goodwill and reviews
              the amortization period on an annual basis. Several factors are
              used to evaluate goodwill, including but not limited to:
              management's plans for future operations, recent operating results
              and projected, undiscounted cash flows.

              o.  Advertising

              The Company follows the policy of charging the costs of
              advertising to expense as incurred.

NOTE 2 -      MERGERS AND ACQUISITIONS

              Golf Ventures, Inc.

              In November 1997, Golf Ventures, Inc., a former Company
              subsidiary, merged with U.S. Golf Communities. U.S. Golf
              Communities was the controlling company in this merger and
              subsequent to the merger the combined company's name changed to
              Golf Communities of America (GCA). This merger resulted in a less
              than 20% American Resources' ownership in GVI. Therefore,
              subsequent to the merger, the Company's investment in GVI is
              reflected as an investment in accordance with Financial Accounting
              Standards Board Statement No. 121.

              The Company has a reserve for discontinued operations of $829,605
              at June 30, 2001

              Pacific Print and Embroidery, LLC (aka Pacific Print Works)

              In May 1998, the Company acquired 83% of the outstanding shares of
              Pacific Print Works (PPW). The acquisition was accounted for by
              the purchase method of accounting, and accordingly, the purchase
              price was allocated to assets acquired and liabilities assumed
              based on their fair market value at the date of acquisition.
              Liabilities assumed in excess of assets acquired was $629,252 and
              213,472 shares of the Company's common stock were issued to PPW
              shareholders with a guaranteed share value of $5.00 resulting in
              goodwill of $1,686,411. In addition, depending on PPW's
              performance from April 1, 1998 through March 31, 2001, additional
              shares of the Company's common stock would be issued to the
              Sellers if minimum earnings levels were met. Based on the $5.00
              guarantee and the Company's share value from October 1998 through
              March 1999, the Company is obligated to issue additional shares of
              common stock to the Sellers. An amendment to the PPW Stock
              Purchase Agreement is being evaluated by the Company and the
              Sellers in which the Company would issue another 854,000 shares of
              the Company's common stock to the Sellers and any additional
              earnings requirements by PPW or per share value guarantee by the
              Company would be eliminated.

                                      -12-
<PAGE>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000


NOTE 3 -      LINE OF CREDIT

              In November 1998, the Company entered into an accounts receivable
              financing agreement to sell, with recourse, up to $1 million of
              receivables, net of a 15% collection reserve. The Company is
              charged .065% daily for all receivables sold and uncollected under
              this financing agreement. At June 30 and March 31, 2001, the
              Company had a payable of $478,804 and $363,888, respectively, for
              net funds advanced from this accounts receivable line of credit.
              The Company received $1,084,047 and $1,233,630 from the sale of
              receivables for the three months ended June 30, 2001 and 2000 and
              recognized $16,478 and $31,604 in interest expense from the
              discount of selling these receivables, respectively.


NOTE 4 -      NOTES PAYABLE
<TABLE>
<CAPTION>
              Notes payable are comprised of the following:
                                                                                                    June 30,
                                                                                                     2001
                                                                                               -----------------
              <S>                                                                              <C>
              Note payable, unsecured, bearing interest at 12%, payable in
               monthly installments of $7,000, including interest.  Due on demand.             $          19,916

              Convertible subordinated debentures, originally due June 30, 1996
               bearing interest at 12% per annum.  Interest payable quarterly.                           187,000

              Note payable to debtholder of PPW, unsecured. Modified in August
               2000. Modified agreement requires payments of $145,000 through
               February 2002 without interest. Additional principal payments of
               $147,084 will be required if payments are not made timely plus 9%
               interest. A gain on the modification of debt for $137,084 will be
               recorded when there is no risk of default on this debt.                                   269,584

              Note payable to shareholder of PPW for purchase of 7% of PPW
               shares, unsecured. Note requires monthly payments of $3,000 from
               July 2001, increasing to $5,000 in July 2002 with a final $9,000
               payment July 2003. The note is non-interest bearing but will
               accrue interest at 9% from inception if the Company is non-timely
               on payments.                                                                              100,000

               Note payable to former shareholder of PPW, unsecured. Interest rate
                 of 10%.  Due on demand, unsecured.                                                       96,811
                                                                                               -----------------

              Subtotal                                                                                  673,311

              Less current portion                                                                     (377,227)
                                                                                               ----------------

              Long-term portion                                                                $         296,084
                                                                                               =================

              Maturities of long-term debt are as follows:
                                            June 30, 2002                                      $         377,227
                                            June 30, 2003                                                272,084
                                            June 30, 2004                                                 24,000
                                                                                               -----------------

                                                                                               $         673,311

                                      -13-
<PAGE>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000


NOTE 5 -      NOTES PAYABLE, RELATED PARTIES
<CAPTION>
                                                                                                   June 30,
                                                                                                     2001
                                                                                               -----------------
              <S>                                                                              <C>
              Note payable to Miltex Industries, secured by 2,934,193 shares of
               the Company's common stock. Interest at 15% with monthly
               principal and interest payments of $11,000 with a final
               balloon payment December 31, 2001.  Note is in default.                         $         770,054

              Note payable to a shareholder, secured by GCA stock.  Interest
               payable monthly at 13.5% with interest and principal payments
               of $5,000 per month.  Due October 31, 2001.  Note is in default                           315,859

              Notes payable to a Company owned by a shareholder.  Interest
               payable at 72% with interest and principal payments due currently.                         66,377

              Notes payable to shareholders (includes officers and directors of
               the Company).  Interest rates average 10.5%.  Unsecured, due on
               demand, but not expected to be repaid until 2003.                                         213,393
                                                                                               -----------------

                                            Subtotal                                                   1,365,683

                                            Less current portion                                     (1,168,257)
                                                                                               ----------------

                                            Long-term portion                                  $         197,426
                                                                                               =================



              Maturities of notes payable, related parties are as follows:
                                            June 30, 2002                                      $       1,168,257
                                            June 30, 2003                                                197,426
                                                                                               -----------------

                                                                                               $       1,365,683


NOTE 6 -      CAPITAL LEASES
<CAPTION>
              Property and equipment payments under capital leases as of March
              31, 2001 is summarized as follows:
              <S>                                                                              <C>
                                   Year End
                                   March 31,
                                   2002                                                        $         240,765
                                   2003                                                                  125,335
                                   2004                                                                   87,408
                                   2005                                                                   32,379
                                                                                               -----------------

              Total minimum lease payments                                                               485,887
              Less interest and taxes                                                                    (55,655)
                                                                                               -----------------

              Present value of net minimum lease payments                                                430,232
              Less current portion                                                                      (219,930)
                                                                                               -----------------

              Long-term portion of capital lease obligations                                   $         210,302
                                                                                               =================
</TABLE>

                                      -14-
<PAGE>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000


NOTE 6 -      CAPITAL LEASES (Continued)

              The Company recorded depreciation expense on capitalized lease
              equipment of $210,689 and $232,589 for the years ended March 31,
              2001 and 2000, respectively.

NOTE 7 -      INCOME TAXES

              Deferred taxes are provided on a liability method whereby deferred
              tax assets are recognized for deductible temporary differences and
              operating loss and tax credit carryforwards and deferred tax
              liabilities are recognized for taxable temporary differences.
              Temporary differences are the differences between the reported
              amounts of assets and liabilities and their tax bases. Other
              temporary differences are created by the use of the equity method
              for reporting investments in subsidiaries. Deferred tax assets are
              reduced by a valuation allowance when, in the opinion of
              management, it is more likely than not that some portion or all of
              the deferred tax assets will not be realized. Deferred tax assets
              and liabilities are adjusted for the effects of changes in tax
              laws and rates on the date of enactment.

              The Income tax benefit for the year ending March, 31, 2001 differs
              from the amount computed at the federal statutory rates as
              follows:

                   Income tax Benefit at statutory rate          $     46,200
                   Valuation allowance                                (46,000)
                                                                 ------------
                                                                 $          -
                                                                 ============

              Deferred tax assets for the year ending March 31, 2001 are
              comprised of the following:

                   Net Operating Loss Carryforward               $  1,318,000
                   Valuation allowance                             (1,318,000)
                                                                 ------------
                                                                 $          -
                                                                 ============

              At March 31, 2001, the Company had a net operating loss
              carryforward of approximately $4,700,000 that may be offset
              against future taxable income through 2021. These losses will
              start to expire in the year 2014 and not included in this
              carryforward is about $1,600,000 in carryforwards net operating
              losses created from Golf Ventures, Inc. that most likely will not
              be allowed to be offset by any future operations of the Company.
              No tax benefit has been reported in the financial statements
              because the Company believes there is a 50% or greater chance the
              carryforward will expire unused. Accordingly, the potential tax
              benefits or the loss carryforward are offset by a valuation
              allowance of the same amount.


NOTE 8 -      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, 2000, there are 94,953 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.

                                      -15-
<PAGE>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000


NOTE 8 -      PREFERRED STOCK (Continued)

              At March 31, 2001, there is a total of $466,533 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.

NOTE 9 -      COMMON STOCK ISSUED BUT NOT OUTSTANDING

              The Company has issued 160,820 shares of common stock which had
              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. Additionally, the Company has issued 2,934,193 shares
              of common stock as collateral for the note payable to Banque SCS
              (Note 5).

NOTE 10 -     STOCK OPTIONS

              In March 2001 and August 1997, the Company's Board of Directors
              approved the 2001 and 1997 American Resources and Development
              Company Stock Option Plans, respectively (Option Plans). Under the
              Option Plans, 1,500,000 shares of the Company's common stock are
              reserved for issuance to Directors and employees. Options are
              granted at a price and with vesting terms as determined by the
              Board of Directors.

              In August 1999 and January 2001, the Board of Directors granted
              options to purchase 696,291 and 599,723 shares of common stock at
              $0.25. The options issued in August 1999 are currently vested. The
              options issued in January 2001 vest over four years. The options
              were issued to various employees, officers and directors of the
              Company for past services, risk associated with various debt
              incurred by officers for the Company and guarantees by officers of
              Company debt, and for future services. No compensation expense was
              recognized, as the option price was greater than the fair market
              value of the stock at the date of the option grant.

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

              In October 1997, the Board of Directors granted options to
              purchase 140,000 shares of stock at $2.00. These options are
              exercisable beginning March 31, 1998, over staggered periods and
              expire after ten years. Compensation expense of $1,458 per month
              will be recognized for 40,000 of the options issued over a 4 year
              vesting period. In July 1998, the Board of Directors changed the
              terms of the 100,000 options vesting over 10 years. 25,000 of
              these options were fully vested and the remainder of the options
              were canceled. As a result, compensation expense of $52,498 was
              recognized for the year ended March 31, 1998 for the vesting of
              these options.

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

                                      -16-
<PAGE>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000


NOTE 10 -     STOCK OPTIONS (Continued)

              Pro forma expense in year 1 would be $77,660, and $75,335, 28,579,
              $22,933 in years 2 , 3, and 4, respectively, with an increase in
              pro forma expenses per share of $0.02 in year 1, $0.02 in year 2
              and $0.01 in years 3 and 4.

              On March 1, 2000, the Company granted options to a company to
              purchase up to 340,000 shares of the company's common stock. This
              company is to provide various investor relations services. The
              Company recognized a $32,385 expense over 4 months from the date
              of the grant based upon the value of the options as calculated
              from an option pricing model. The options expire September 1,
              2001, are not transferrable and are exercisable at any time at the
              following rates:

                             85,000 shares         at      $1.08 per share;
                             85,000 shares         at      $1.32 per share;
                             85,000 shares         at      $1.49 per share;
                             85,000 shares         at      $1.72 per share.

              On January 22, 1999, the Company granted options to a consultant
              to purchase up to 160,000 shares of the Company's common stock.
              The consultant is to provide various investor and public relations
              services through January 21, 2000 and the Company is recognizing
              an expense of $6,000 over the term of the services based upon the
              value of the options as calculated from an option pricing model.
              The options expire in December 31, 2001, are not transferrable and
              are exercisable at any time at the following rates:

                             40,000 shares         at      $0.50 per share;
                             40,000 shares         at      $1.00 per share;
                             40,000 shares         at      $2.00 per share;
                             40,000 shares         at      $3.00 per share.

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

                                                                March 31,
                                                                 2001

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

                                      -17-
<PAGE>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000


NOTE 11 -     COMMITMENTS AND CONTINGENCIES

              Office Lease

              The Company leases office and warehouse space in Portland, Oregon.
              Lease commitments for the years ended March 31, 2002 through March
              31, 2003 are $318,832 and $49,366, respectively.

              Legal Proceedings

              The Company is involved in various claims and legal actions
              arising in the ordinary course of business. In the opinion of
              management, the ultimate disposition of these matters will not
              have a material adverse effect on the Company's financial
              position, results of operations, or liquidity.

NOTE 12 -     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 debt funding and plans to
              continue making private stock and debt placements. There is no
              assurance that the Company will be able to obtain sufficient funds
              from other sources as needed or that such funds, if available,
              will be obtainable on terms satisfactory to the Company.

NOTE 13 -     BUSINESS SEGMENTS

              Effective March 31, 1999, the Company adopted SFAS No. 131,
              "Disclosure about Segments of an Enterprise and Related
              Information." The Company conducts its operations principally in
              the contract screen printing and embroidery industry with Pacific
              Print works, Inc. and the retail franchise industry with
              Fan-Tastic, Inc.

              Certain financial information concerning the Company's operations
              in different industries is as follows:
<TABLE>
<CAPTION>
                                    For the Three
                                    Months Ended       Pacific                             Corporate
                                      June 30,        Print Works       Fan-Tastic        Unallocated
                                   ---------------  ----------------  ---------------   ---------------
<S>                                     <C>          <C>               <C>               <C>
Net sales                               2001         $   1,235,819     $      44,333     $
                                        2000             1,310,348            51,174

Operating income (loss)
applicable to industry
segment                                 2001             (165,641)           (14,908)
                                        2000               142,113           (43,858)

General corporate expenses
not allocated to industry
segments                                2001                                                  31,465
                                        2000                                                 148,137


                                      -18-
<PAGE>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             June 30, 2001 and 2000


NOTE 13 -     BUSINESS SEGMENTS (Continued)

<CAPTION>
                                    For the Three
                                    Months Ended       Pacific                             Corporate
                                      June 30,        Print Works       Fan-Tastic        Unallocated
                                   ---------------  ----------------  ---------------   ---------------
<S>                                     <C>          <C>               <C>               <C>
Interest expense                        2001               (85,513)          (10,752)        (39,598)
                                        2000               (96,128)          (12,983)        (56,440)

Other income (expenses)                 2001                 3,237                 -               -
                                        2000                  (29)            10,971          11,000


Assets                                  2001         $   1,907,185     $      31,796           3,315

Depreciation and
 amortization                           2001                64,614               300               -
                                        2000                65,689             2,268             240

Property and equipment
 acquisitions                           2001                10,149                 -               -
                                        2000                 4,250                 -               -
</TABLE>


                                      -19-
<PAGE>

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

Forward Looking Statements

The statements in this report concerning certain expected future expenses as a
percentage of net sales, future financing and working capital requirements and
availability constitute forward - looking statements that are subject to risks
and uncertainties. These risks could cause actual results or activities to
differ materially from those expected. Factors that could adversely affect cost
of sales and general expenses as a percentage of net sales include, but are not
limited to, increased competitive factors, changes in consumer preferences, as
well as an inability to increase sales. Other factors could include a failure to
adequately fund operations. In addition, unfavorable business conditions, or
changes in the general economy could have adverse effects. Factors that could
materially affect future financing requirements include, but are not limited to,
the ability to obtain additional financing on acceptable terms. Factors that
could materially affect future working capital requirements include, but are not
limited to, the factors listed above and the industry factors and general
business conditions noted above.


The following table sets forth, for the periods indicated, selected Company
income statement data expressed as a percentage of net sales.

For the three months ended June 30, 2001 ("first quarter fiscal 2002"), compared
to the three months ended June 30, 2000 ("first quarter fiscal 2001"):


                                                 Three Months Ended June 30,
                                                  2001               2000
                                                  ----               ----

Net sales                                        100.0%              100.0%
Cost of sales                                     89.6%               69.5%
Gross profit                                      10.4%               30.5%
General expenses                                  25.7%               33.9%
Depreciation and amortization                      0.1%                0.3%
Loss from operations                             -15.4%               -3.7%
Other income and expenses                          0.3%                0.3%
Interest expense                                 -10.6%              -12.2%
Loss before income taxes
  and discontinued operations                    -25.8%              -15.0%
Income taxes                                       0.0%                0.0%
Net loss                                         -25.8%              -15.0%



Sales for the three months ended June 30, 2001 were $1,280,152 as compared to
$1,361,522 for the three months ended June 30, 2000. Pacific Print Works ("PPW")
sales for the first quarter fiscal 2002 were $1,235,819 compared to $1,310,348
for first quarter fiscal 2001. Production sales, primarily from screenprinting,
embroidery and finishing, were $716,838 in first quarter fiscal 2002 as compared
to $1,268,776 in first quarter fiscal 2001. The decrease in production sales
were primarily from a decrease in sales to PPW's largest customer of $512,450.
First quarter fiscal 2002 PPW sales included $518,981 for garment sales as
compared to $41,395 for the first quarter fiscal 2001. Certain customers request
"package sales" which include the sale of the garment, primarily T-shirts, with
the screenprint and/or embroidery. The increase in garment sales in first
quarter fiscal 2002 came from two of PPW's largest customers. The increase in
garment sales is expected to continue as many of PPW's other large customers
have expressed an interest in purchasing package sales from PPW.

Gross profit for the three months ended June 30, 2001 was $132,794 as compared
to $415,277 for the three months ended June 30, 2000. The decrease in gross
profit was primarily due to 1) a decline in production sales which resulted in a
higher percentage of fixed production costs to sales and 2) to an increase in
garments sales for PPW which have a lower gross profit margin than production
sales. The gross profit margin on first quarter fiscal 2002 garment sales was
8.7%.

                                      -20-
<PAGE>

General expenses for the first quarter fiscal 2002 were $328,508 as compared to
$461,892 for the first quarter fiscal 2001. The decrease was primarily
attributable to a reduction in investor relations expenses for the quarter.

Depreciation and amortization expenses included in total general expenses for
the first quarter fiscal 2002 was $1,300 as compared to $3,508 for the first
quarter fiscal 2001. PPW had depreciation of $63,614 and $64,689 for the first
quarter fiscal 2002 and 2001, respectively, which was included in cost of sales.

The Company's loss from operations for the first quarter fiscal 2002 was
$197,014 compared to $50,123 for the first quarter fiscal 2001. The increase in
operating losses is primarily due to the decline in gross profit margins
discussed above.

Interest expense for first quarter fiscal 2002 was $135,863 compared to $165,551
for the first quarter fiscal 2001. The decline in interest expense was primarily
due to a reduction in borrowings from the accounts receivable factor in addition
to an improved interest rate on the accounts receivable factor arrangement.

For the three months ended June 30, 2000 ("first quarter fiscal 2001"), compared
to the three months ended June 30, 1999 ("first quarter fiscal 2000"):

                                            Three Months Ended June 30,
                                                2000           1999
                                                ----           ----

Net sales                                     100.0%          100.0%
Cost of sales                                  69.5%           74.0%
Gross profit                                   30.5%           26.0%
General expenses                               33.9%           29.9%
Depreciation and amortization                   0.3%            0.8%
Loss from operations                           -1.0%           -1.3%
Other income and expenses                       0.2%            0.1%
Interest expense                               -3.4%           -3.7%
Loss before income taxes
   and discontinued operations                 -4.2%           -4.9%
Discontinued operations                         0.0%           20.2%
Income taxes                                    0.0%            0.0%
Net Income (loss)                              -4.2%           15.3%

Sales for the three months ended June 30, 2000 were $1,361,522 compared to
$1,128,088 for the three months ended June 30, 1999 Pacific Print Works ("PPW")
sales for the first quarter fiscal 2001 were $1,310,348 compared to $1,035,474
for the first quarter fiscal 2000. The $274,874 increase in PPW's revenue was
primarily due to an increase in sales to PPW's two largest customers. The
increase with these customers is largely due to PPW's high density printing
capabilities in addition to the overall quality of the printing and related
services.

Sales for Fan-Tastic declined by $41,440 which was primarily due to first
quarter fiscal 2001 sales coming from one store as opposed to three stores in
the first quarter fiscal 2000.

Gross profit and the gross profit as a percentage of sales increased for the
first quarter fiscal 2001 as compared to the first quarter fiscal 2000, $415,277
and 30.5% compared to $292,740 and 26%. The increase in gross profit was
primarily due to the increase in PPW revenues as noted above. The gross profit
from PPW operations increased by approximately $145,000.

General and administrative expenses for the first quarter fiscal 2001 were
$461,892 as compared to $337,330 for the first quarter fiscal 2000. The increase
in general and administrative expenses is primarily due to $110,000 in investor
relation expenses in the first quarter fiscal.

                                      -21-
<PAGE>

The gain (loss) from operations before other income and expenses for the first
quarter fiscal 2001 was a loss of $50,123 as opposed to a loss of $53,602 for
the first quarter fiscal 2000.

Interest expense for the first quarter fiscal 2001 was $165,551 compared to
$146,105 for the prior year.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2001, the Company had total assets of $1,957,296, total liabilities
of $6,475,094 and total stockholders' deficit of $4,516,883 compared with total
assets of $1,763,333, total liabilities of $5,954,973 and total stockholders
deficit of $4,191,640 at March 31, 2001. The changes in assets, liabilities and
stockholders equity is due primarily to losses from operations and interest
expense. At June 30, 2001 the Company's current ratio of current assets to
current liabilities was approximately .21. The Company will seek to convert
certain debt to equity which will improve its current ratio.

 Management intends to improve its overall financial structure and provide
operating capital through private placement of the Company's common stock and
seeking the conversion of debt and preferred stock to common stock.

Management intends to improve its overall financial structure and provide
operating capital through private placement of the Company's common stock and
seeking the conversion of debt and preferred stock to 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.


                          Part II - Other Information

Item 1.  Legal Proceedings

                  Not applicable.

Item 2.  Changes in Securities and Use of Proceeds

                  Not applicable.

Item 3.  Defaults upon Senior Securities

                  Not applicable.

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

                  Not applicable.


Item 5.  Other Information

         Effective for fiscal quarters ending after March 15, 2000, the
Securities and Exchange Commission adopted a rule requiring companies'
independent auditors review the companies' financial information prior to the
companies filing their Quarterly Reports on Form 10-QSB with the Commission. The
Company's June 30, 2001 Form 10-QSB was not reviewed prior to submission to the
Commission. A Form 8-K will be filed when the review is completed by the
independent auditors.

Item 6.  Exhibits and Reports on Form 8-K

                  Not applicable.


                                      -22-
<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)

/s/ B. Willes Papenfuss         President, Chief Executive     August 12, 2001
-----------------------         Officer and Director
    B. Willes Papenfuss         (Principal Executive
                                Officer)




/s/ Timothy M. Papenfuss         Secretary / Treasurer and     August 12, 2001
------------------------         Director (Chief Financial
 Timothy M. Papenfuss            Officer, Chief Accounting
                                 Officer and Controller)


                                      -23-