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 September 30, 1997;

                                       or

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

         For transition period from ________________ to _________________

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

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
             (Exact name of registrant as specified in its charter)
                                ----------------
             UTAH                                          87-0401400
(State or other jurisdiction of                       (I.R.S. Employer
Incorporation or Organization)                        Identification No.)
                                 ---------------

            102 West 500 South
                Suite 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 November 18, 1997, the Registrant had outstanding 1,868,706 shares of
Common Stock.

           Transitional Small Business Disclosure Format (check one):

                                 Yes [ ] No [X]


<PAGE>

Part I     Financial Information

Item 1:    Financial Statements (Unaudited)

           Condensed Consolidated Balance Sheets - September 30, 1997 
           and March 31, 1997..................................................1

           Condensed Consolidated Statements of Operations - Six 
           months ended September 30, 1997 and 1996 and Three Months
           Ended September 30, 1997 and 1996...................................3

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

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

           Notes to Condensed Consolidated Financial Statements - 
           September 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
                                                                                September 30,            March 31,
                                                                                  1997                     1997
                                                                               (Unaudited)
CURRENT ASSETS

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

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

PROPERTY AND EQUIPMENT

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

     Total depreciable assets                                                       379,475            298,218
     Less: accumulated depreciation                                                (116,770)           (97,965)
                                                                           ----------------   ----------------

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

OTHER ASSETS

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

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

     TOTAL ASSETS                                                          $     14,131,773   $     13,323,105
                                                                           ================   ================
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        1
<PAGE>
<TABLE>
<CAPTION>

                                     AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                                       Consolidated Balance Sheets (Continued)

                                        LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                               September 30,        March 31,
                                                                                  1997                1997
                                                                               (Unaudited)
CURRENT LIABILITIES

<S>                                                                        <C>                <C>
  Accounts payable                                                         $      1,259,475   $      1,151,894
  Accrued expenses and other current liabilities                                  1,225,415          1,108,635
  Current portion of notes payable (Note 3)                                       1,225,123          1,213,866
  Current portion of capital lease obligations                                       14,556             12,238
                                                                           ----------------   ----------------

     Total Current Liabilities                                                    3,724,569          3,486,633
                                                                           ----------------   ----------------

LONG-TERM DEBT

  Commission payable                                                                90,000             90,000
  Long-term portion of notes payable (Note 3)                                    6,563,144          6,356,331
  Long-term portion of capital lease obligations                                     7,369             13,394
  Notes payable, related parties (Note 9)                                        1,006,649            319,039
                                                                          ----------------   ----------------

     Total Long-Term Debt                                                        7,667,162          6,778,764
                                                                          ----------------   ----------------

COMMITMENTS AND CONTINGENCIES

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

PREFERRED  STOCK,  par value  $0.001 per share;  100,000  and 
  100,000  Series D shares; and 500,000 and -0- series E shares,
  issued and outstanding, respectively. (Note 6)                                        -                   -
                                                                         ----------------   -----------------

STOCKHOLDERS' EQUITY

  Preferred stock, par value $0.001 per share: 10,000,000
   shares authorized; issued and outstanding: 102,220
   Series B shares, 150,000 Series C shares (Note 6)                                  252                252
  Common stock, par value $0.001 per share: 125,000,000
   shares authorized; issued and outstanding: 1,851,486
   and 1,835,486 shares issued 1,695,666 and 1,674,666
   shares outstanding, respectively
                                                                                    1,851              1,835
  Additional paid-in capital                                                   13,194,871         13,021,721
  Accumulated deficit                                                         (10,456,932)        (9,966,100)
                                                                         ----------------   ----------------

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

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $     14,131,773    $     13,323,105
                                                                        ================    ================
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

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


                                                        For the Six Months Ended              For the Three Months Ended
                                                               September 30,                        September 30,
                                                        1997               1996               1997                1996
                                                        ----               ----               ----                ----
INCOME
<S>                                                 <C>                  <C>              <C>                  <C>        
  Sales - real estate                               $  333,311           $161,000         $   322,311          $    28,000
  Sales - merchandise                                  382,124                  -             220,963                    -
                                                       -------            -------             -------          -----------
     Total Income                                      715,435            161,000             543,274               28,000


COSTS OF SALES

  Cost of sales  - real estate                         187,748             92,484             176,748               15,902
  Cost of sales - merchandise                          173,966                  -              95,826                    -
                                                       -------             ------              ------               ------
     Total Cost of Sales                               361,714             92,484             272,574               15,902

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

GENERAL AND ADMINISTRATIVE EXPENSES

  Depreciation and amortization                         27,164              1,874              14,654                  869
  General expenses                                     819,873            677,892             320,248              358,769
                                                       -------            -------             -------              -------
     Total General and Administrative Expenses         847,037            679,766             334,902              359,638

     Net Loss                                         (493,316)          (611,250)            (64,202)            (347,540)
                                                      --------           --------             -------             -------- 
  OTHER INCOME AND (EXPENSES)

  Interest income                                        2,265             25,228               1,483               23,190
  Other Income                                          54,743              9,249               9,295                6,343
  Gain on sale of assets                                     -            177,778                   -              (58,805)
  Interest expense                                     (54,524)           (13,030)            (38,181)              (5,950)
                                                       -------            -------             -------               ------ 
     Total Other Income and (Expenses)                   2,484            199,225             (27,403)             (35,222)

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

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

LOSS PER SHARE                                      $     (.27)        $     (.25)         $     (.05)          $     (.23)
                                                    ==========         ==========          ==========           ==========
</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)

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

Common stock issued for
  services                                    16,000           16               -             -            29,984                0
(Unaudited)

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


Balance, September 30, 1997
 (Unaudited)                               1,851,486     $  1,851         252,220       $   252       $13,194,871     $(10,456,932)
                                           =========     ========        ========       =======       ===========     ============
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

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



                                                       For the Six Months Ended                For the Three Months Ended
                                                              September 30,                           September 30,
                                                         1996             1997                   1996              1997
                                                         ----             ----                   ----              ----
OPERATING ACTIVITIES
<S>                                                   <C>               <C>                  <C>                 <C>      
  Net Income (Loss)                                   (490,832)        (412,025)              (91,605)           (382,762)
  Adjustments to reconcile net income to
    net cash  provided by operating activities:
  Depreciation and amortization                         27,164            1,874                12,510                 869
  Common stock issued for services and                                    
   interest                                             30,000                                 30,000
  Changes in operating assets and liabilities: 
    (Increase) Decrease in inventory                  (118,302)          74,045                25,471              12,691
    (Increase) Decrease in notes and
     accounts receivable                               (35,771)          (4,625)              (25,697)             14,000
    (Increase) Decrease in other current                                  
     assets                                              2,069           97,143                (3,881)             58,024
    
    Increase (Decrease) in accounts                   
     payable                                           107,581         (134,372)                7,603              26,034
    
    Increase (Decrease) in other current             
     liabilities                                       206,780         (112,618)               42,735              27,034
                                                       -------         --------                ------              ------

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

INVESTING ACTIVITIES

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

     Net Cash Provided (Used) by                        
      Investing Activities                            (373,084)      (1,308,594)             (132,641)           (894,755)
                                                      --------       ----------              --------            -------- 
FINANCING ACTIVITIES
  Repayment of notes payable, related
   parties
  Stock offering costs                                                 (209,000)                                 (109,000)
                                                                                         
  Payments on long-term debt and capital         
   lease obligations                                   (61,170)        (500,714)              (9,130)            (472,546)
  Common stock of subsidiary issued for               
   cash                                                               1,007,402                                     7,402

  Long-term borrowings                                 245,266        2,558,805                30,282             558,805
                                                     
  Contributions from subsidiary
  Borrowings from related parties                       
                                                       452,610                -               124,635                   -       
                                                   -----------          -------              --------             -------
     Net Cash Provided (Used) by                 
      Financing Activities                             636,706        2,856,493               145,787             (15,339)
                                                   -----------       ----------              --------             -------     

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

CASH, BEGINNING OF PERIOD                                
                                                        47,850          790,744                29,879           3,002,269         
                                                  ------------        ---------                ------             -------    
CASH, END OF PERIOD                        
                                                        40,161        1,848,065                40,161           1,848,065        
                                                  ============        =========             =========           =========      


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

                                        5
<PAGE>


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


                                               For the Six Months Ended
                                                     September 30,
                                               1997                 1996

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

NON CASH FINANCING ACTIVITIES

  Common stock issued for services       $         30,000     $           -

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

                                        6
<PAGE>

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


NOTE 1 -       SIGNIFICANT ACCOUNTING POLICIES

       A. Quarterly Financial Statements

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

         B. Organization

               American  Resources  and  Development  Company (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.

               C. Property and Equipment

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

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

               Depreciation is computed using the declining-balance  method over
               the estimated useful life of the assets (usually three years).

               D. Net Loss Per Common Share

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

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


NOTE 1 -       SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


               E. Cash and Cash Equivalents

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

               F. Estimates

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

               G. Concentrations of Risk

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

               The Company  builds and develops real property in Southern  Utah.
               In the normal  course of  business  the Company  extends  secured
               credit to its customers.

               H. Principles of Consolidation

               The  accompanying   consolidated   financial  statements  include
               American  Resources  and  Development  Company (formerly  Leasing
               Technologies  Incorporated)  and its subsidiaries, Golf Ventures,
               Inc. (GVI), Fan-Tastic, Inc. (FTI), and Finally Communities, Inc.
               (FCI).

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

               I. Inventories

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

                                       8
<PAGE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             September 30, 1997 and 1996


NOTE 1 -      SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

              Income  on real  estate  is  recognized  in  accordance  with  the
              provisions  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.

               K. 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
                             September 30, 1997 and 1996


NOTE 2 -      LAND HELD FOR DEVELOPMENT (CONTINUED)

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

NOTE 3 -      NOTES PAYABLE
<TABLE>
<CAPTION>

              Notes payable are comprised of the following:
                                                                                     September 30,           March 31,
                                                                                      1997                    1997
                                                                                   (Unaudited)
             <S>                                                             <C>                  <C>
              Convertible subordinated debentures,
                due June 30, 1996 bearing interest at
                12% per annum.  Interest payable
                quarterly, secured by land.                                    $        185,000    $        185,000

              Promissory note payments through August
                15, 2016 at $30,524 per year including
                interest 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, 1995.  However, the note
               holder has not demanded full payment and is
               accepting partial payments.                                               80,575              80,575

              Promissory  note  secured  by land.  Interest  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
                             September 30, 1997 and 1996


NOTE 3 -      NOTES PAYABLE (CONTINUED)
<TABLE>
<CAPTION>
                                                                                               September 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.             2,225,669           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.                                                    19,927                   -

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

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

              Subtotal                                                                7,788,267           7,570,197

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

              Long-term portion                                                $      6,563,144    $      6,356,331
                                                                               ================    ================
</TABLE>

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


NOTE 3 -      NOTES PAYABLE (CONTINUED)

              Maturities of long-term debt are as follows:

   March 31,    1998                   $      1,225,123    $      1,213,866
                1999                          2,503,862           2,282,797
                2000                          3,569,305           3,557,065
                2001                             85,958              73,718
                2002                             31,799              19,559
                Thereafter                      372,220             423,192
                                       ----------------    ----------------
                                       $      7,788,267    $      7,570,197
                                       ================    ================


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


NOTE 4 -      PREFERRED STOCK

              The shareholders of the Company have authorized  10,000,000 shares
              of  preferred  stock with a par value of $0.001.  The terms of the
              preferred  stock 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
                             September 30, 1997 and 1996


NOTE 4 -      PREFERRED STOCK (CONTINUED)

              CLASS D:

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

              CLASS E:

              As  discussed  in Note 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  5 - COMMON STOCK ISSUED BUT NOT OUTSTANDING

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

                                       14
<PAGE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             September 30, 1997 and 1996


NOTE 6 -      ACQUISITIONS

              As discussed in Note 1, the Company acquired 80% of 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 4. The additional cost of
              contingent  consideration  shall be  recognized in the period that
              the contingency is resolved.

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

              In May 1997,  the Company  organized a corporation  to develop and
              sell  vacation  ownership  interest in various  resorts  initially
              located in the State of Arkansas  and develop and market other new
              vacation products.  The unrelated party will serve as president of
              the  new  corporation  and  will  receive  500,000  shares  of the
              Company's  newly issued Series E convertible  preferred stock with
              25,400 of those  preferred  shares  immediately  convertible  into
              common stock of the Company. The balance of the Series E preferred
              stock is  convertible  into common stock of the Company after June
              30,  1999.  According to the terms of the  agreement,  the Company
              arranged for a loan of $50,000 to be made to the new corporation.

NOTE 7 - GOING CONCERN

              The accompanying  financial statements have been prepared assuming
              the Company will  continue as a going  concern.  In order to carry
              out  its  operating   plans,  the  Company  will  need  to  obtain
              additional funding from outside sources.  The Company has received
              funds  from a  private  placement  and  plans to  continue  making
              private placements of its Subsidiary's preferred and common stock.
              There is no  assurance  that the  Company  will be able to  obtain
              sufficient  funds from other sources as needed or that such funds,
              if  available,  will be obtainable  on terms  satisfactory  to the
              Company.  Management also intends to renegotiate the terms of its
              debt  for   a  longer   repayment   period.   Management  is  also
              negotiating a merger with a resort golf course  developer  for the
              merger  of  its  GVI   subsidiary.   This  merger  would   provide
              significant debt relief for the Company.


NOTE 8 -     SUBSEQUENT 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.  The Company and GVI are  currently
               negotiating  a settlement of all past  intercompany  transactions
               and to compensate the Company for services  rendered in assisting
               with the merger of GVI with a major  golf  resort  developer.  If
               consumated,  the  Company  would  receive an  additional  715,000
               shares of GVI stock.

          In August 1997 the  Company's  Board of  Directors  approved  the 1997
American  Resources and  Development  Company  Stock Option Plan (Option  Plan).
Under the Option Plan, 500,000 shares of the Company's common stock are reserved
for issuance to Directors and employees. Options are granted at a price and with
vesting terms as determined by the Board of Directors. In October 1997 the Board
of Directors granted options to purchase 140,000 shares of stock at $2.00. These
options  are  exercisable  beginning  March  31,  1998,  are  excercisable  over
staggered periods and expire after ten years.

                                       16
<PAGE>

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


RESULTS OF OPERATIONS

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

                 Total  revenue  for the six months  ended  September  30,  1997
increased  $554,435 over the comparable  period in 1996.  Fan-Tastic and Finally
Communities,  contributed $382,124 and $16,765, respectively of this increase as
new subsidiaries of the Company.  The remaining  increase of $155,546 was due to
additional real estate lot sales for Golf Ventures.  The sales increase for Golf
Ventures was  primarily  due to  additional  inventory  becoming  available as a
result of additional funds provided by a lender.

                 Gross profit  increased  $285,205 due to the increase in sales.
Fan-Tastic had a gross profit of $208,158 or 54.5% of sales, on its retail sales
of $345,340 and franchise fees and royalties of $36,784.  Gross profit from real
estate sales was $145,563 for the six months ended  September  1997 or 43.7%% of
total sales as opposed to 42.6% for the prior comparable period.

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

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

         The Company  experienced  a  net loss  of $490,832  for the  six months
ended  September 30, 1997 compared with a net loss of $412,025 in the comparable
1996 period.  The loss for the three months ended September 30, 1997 was $91,605
as opposed to the loss of $399,227 for the three months ended June 30, 1997. The
larger loss for the three months ended June 30, 1997 was  primarily  due to only
$11,000 in real estate  sales from its  subsidiary  Golf  Ventures as opposed to
$305,546 in real estate sales for the three months ended September 30, 1997.

LIQUIDITY AND CAPITAL RESOURCES

                 At  September  30,  1997,  the  Company  had  total  assets  of
$14,131,773,  total liabilities of $11,391,731 and total stockholders  equity of
$2,740,042  compared  with total assets of  $13,323,105,  total  liabilities  of
$10,265,397 and total  stockholders  equity of $3,057,708 at March 31, 1997. The
increase  in total  assets of  $808,668,  6% is due  primarily  to  $610,261  of
capitalized  development  related  interest  and  improvement  in  GVI  and  net
increases  in store  merchandise  inventories  and real  estate  inventories  of
$118,302. Store merchandise inventories increased as Fan-Tastic prepared for the
Christmas  retail  sales.  Total  liabilities  at September  30, 1997  increased
$1,126,334,11%,  from March 31,  1997.  The increase is due to increases in long
term debt of  $116,813 an increase  in related  party debt of  $687,610,  and an
increase in current liabilities of $327,936. The related party debt increase was
comprised  of a $235,000  real  estate  purchase by Finally  Communities  from a
shareholder and $452,610 of debt from a major shareholder to the Company and its
subsidiaries.

                                       17
<PAGE>

                 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.  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 Golf Ventures to raise
additional  funds,  preferably  long  term  financing  on  acceptable  terms and
conditions.  The Company and Golf Ventures are currently  negotiating the merger
of Golf Ventures with a larger golf resort  developer that will help provide the
capital  needed to complete the Red Hawk  development.  Golf  Ventures 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,  Golf Ventures 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 obtaining
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.

                                       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: November 20, 1997               By:/s/ Karl Badger
                                         ------------
                                         Karl Badger, President
                                         and Chief Executive Officer