UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC 20549

                                FORM 10-K

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.

                For the fiscal year ended December 31, 2008

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.

For the transition period from                      to

                      Commission file number 814-00721

         AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              NEVADA                                        84-1517721
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                        Identification No.)

      1365 N. Courtenay Parkway, Suite A
            Merritt Island, FL                                 32953
 (Address of Principal Executive Offices)                    (Zip Code)

     409 Brevard Avenue, Cocoa, FL                             32922
             (Former address, if changed since last filing)

                              (321)-452-9091
          (Registrants Telephone Number, Including Area Code)

       Securities registered pursuant to Section 12(b) of the Act:

      Title of Class	       Name of each exchange on which registered

             None							 None

       Securities registered pursuant to Section 12(g) of the Act:

		          Common stock, $.001 par value
			         (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.        Yes   [  ]   No    [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.  Yes   [  ]   No    [X]

Note: Checking the box above will not relieve any registrant required to
file reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligation under those Sections.

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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  [  ]

	Indicate by check mark if disclosure of delinquent filers pursuant to
Rule 405 of Regulation S-K (?229.405 of this chapter) is not contained herein
and will not be contained, to the best of registrant?s knowledge, in definitive
proxy or other information incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K                                 [  ]

     Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
?accelerated filer and large accelerated filer? in Rule 12b-2 of the Exchange
Act.  (Check one):

Large accelerated filer { }  Accelerated filer { }  Non-accelerated filer [X ]

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).              Yes [  ]   No  [X ]

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant?s most recently completed second
fiscal quarter.
                                                                 $ None

	The number of shares of the Registrants Common Stock, $0.001 par
value, outstanding as of April 12, 2009 was 34,408,000 shares.

                  DOCUMENTS INCORPORATED BY REFERENCE

     List hereunder the following documents if incorporated by reference and
the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document
is incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933.  The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).

None.





                              TABLE OF CONTENTS
	                              PART I
	Item 1.  Business.............................................  1

	Item 1A  Risk Factors ........................................ 11

	Item 1B  Unresolved Staff Comments ........................... 14

	Item 2.  Properties .......................................... 14

	Item 3.  Legal Proceedings.................................... 14

	Item 4.  Submission of Matters to a Vote of Security Holders.. 14

	                             PART II
	Item 5.   Market for Registrant?s Common Equity, Related
                Stockholder Matters and Issuer Purchases of Equity
                Securities ......................................... 14

	Item 6.   Selected Financial Data............................. 15

	Item 7.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations.................. 15

	Item 7A. Quantitative and Qualitative Disclosure about
               Market Risk.......................................... 18

	Item 8   Financial Statements and Supplementary Data.......... 18

	Item 9.  Changes in and Disagreements with Accountants
		   on Accounting and Financial Disclosure .............. 18

	Item 9A(T). Controls and Procedures........................... 18

	Item 9B. Other Information.................................... 19

	                            PART III
	Item 10  Directors, Executive Officers and Corporate
               Governance .......................................... 19

	Item 11. Executive Compensation............................... 22

	Item 12. Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters........... 24

	Item 13. Certain Relationships and Related Transactions and
               Director Independence ............................... 25

	Item 14. Principal Accountant Fees and Services............... 27

	Item 15. Exhibits, Financial Statement Schedules.............. 28

Index to Financial Statements....................................... 29

Financial Statements............................................... F-1

Signatures.......................................................... 30


                          FORWARD LOOKING STATEMENTS

This annual report on Form 10-K contains forward-looking statements that
involve risks and uncertainties, as well as assumptions that, if they never
materialize or prove incorrect, could cause the results of the Company to
differ materially from those expressed or implied by such forward-looking
statements. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements, including any
projections of revenue, expenses, earnings or losses from operations or
investments, or other financial items; any statements of the plans, strategies
and objectives of management for future operations; any statements of
expectation or belief; and any statements of assumptions underlying any of
the foregoing. The risks, uncertainties and assumptions referred to above
include risks that are described from time to time in our Securities and
Exchange Commission, or the SEC, reports filed before this report.

The forward-looking statements included in this annual report represent our
estimates as of the date of this annual report. We specifically disclaim any
obligation to update these forward-looking statements in the future. Some of
the statements in this annual report constitute forward-looking statements,
which relate to future events or our future performance or financial condition.
Such forward-looking statements contained in this annual report involve risks
and uncertainties.

We use words such as anticipates, believes, expects, future, intends and
similar expressions to identify forward-looking statements. Our actual results
could differ materially from those projected in the forward-looking statements
for any reason. We caution you that forward-looking statements of this type
are subject to uncertainties and risks, many of which cannot be predicted or
quantified.

The following analysis of our financial condition and results of operations
should be read in conjunction with our financial statements and the related
notes thereto contained elsewhere in this Form 10-K, as well as the risk
factors included in this Form 10-K under Item 1A.

                                    PART I
Item 1.  Business.

General development of business

The Company was incorporated under the Nevada General Corporation Law in
February 1997 as MNS Eagle Equity Group, Inc., and was a development stage
company through the end of 2005, and until the Company changed its business
model with the election to be treated as a business development company on
March 20, 2006. On March 8, 2006, the Company changed its corporate name to
American Development & Investment Fund, Inc., to reflect its new business
model and plan.

On March 16, 2006, our then sole shareholder sold 301,500 pre-split common
shares, representing 100 percent of the pre-split outstanding stock of the
Company at the time, resulting in a change of control of the Company. Of these
shares, 286,500 common shares, representing 95 percent of the outstanding
shares, were purchased by Enterprise Partners, LLC, and 15,000 shares were
purchased by Peachtree Consultants, LLC, an unrelated party.  The name
of the Company was changed from MNS Eagle Equity Group, Inc. to American
Development & Investment Fund, Inc. by the filing of an amendment to the
Articles of Incorporation with the State of Nevada on March 8, 2006.   The
Company also filed an election to be treated as a Business Development
Company under the Investment Company Act of 1940 by filing a Form N54-A with
the SEC on March 20, 2006.

On March 20, 2006, the Company filed a Certificate of Designations for Class A
Convertible Preferred Stock with the Nevada Secretary of State and the Board of
Directors authorized the issuance of 1 million shares of Class A Convertible
Preferred Stock to Enterprise Partners, LLC, our then majority shareholder, in
exchange for the cancellation of $60,000 in loans for funds advanced to the
Company by Enterprise Partners LLC to pay off debts of the Company and for
working capital.  The new Class A Convertible Preferred Stock was $0.001
par value stock, and was convertible into common stock based on a formula
under which conversion is equal to 1 divided by the 30 day trailing average
stock price of the common shares at the time of the conversion election, but
not more than 15 common shares for each preferred share converted, or a
maximum of 15 million common shares.  The conversion of the Series A
Convertible Preferred Stock occurred automatically in April, 2008 with the
issue of 4 million common shares for the 1 million Series A Convertible
Preferred shares issued.

Effective March 20, 2006, the Company implemented a 100 for 1 forward split
of our outstanding common shares.  As a result of the forward split, there
were 30,150,000 common shares then outstanding.  This forward split has been
reflected retroactively on our financial statements.

Currently, the Common shares of the Company do not trade on any over-the-
counter market or exchange.

During 2008, the Company did not complete any portfolio investments, or the
acquisition or disposition of any material asset.  The business of the Company
was limited to engaging in the due diligence necessary to locate suitable
portfolio investments for the Company, as a Business Development Company. We
conducted extensive due diligence on a number of potential portfolio investments
during 2008, and entered into investment and acquisition agreements with three
separate companies, all in the Internet marketing markets. All three investments
were scheduled to close before the end of 2008, but significant changes in the
U.S. economy generally and the Internet marketing space in particular, which
affected the results of operations of all three potential portfolio investments,
resulted in the termination of the acquisitions in December, 2008.

The Company currently is negotiating a portfolio investment opportunity in the
distressed retail operations acquisition and liquidation market.  A letter of
intent to acquire the portfolio company has been entered into and a draft
acquisition agreement has been negotiated, and the Company anticipated a closing
prior to March 31, 2009. Unfortunately, unexpected circumstances postponed the
closing and it is now anticipated by the end of the Second Quarter.

Financial information about market segments.

The Company does not currently have any portfolio investments and therefore
has no market segment information.  All material information regarding the
activities of the Company is reflected in the financial statements included
in this report.

Narrative description of business.

As a Business Development Company, or BDC, under the 1940 Act, the business
model of the Company is to locate, invest in and provide management assistance
to small public and private companies to enable those companies to undertake
their own business plans and models.

We are not limited, as a BDC, to seeking portfolio investments in
a particular market segment, and intend to seek investment in companies
operating in a wide category of markets and business segments, including the
alternative energy markets as well as medical devices and related markets.

In connection with our BDC election, the Company has adopted Corporate
Governance resolutions and intends to operate as a closed-end management
investment company as a business development company (a BDC).

                             INVESTMENT STRATEGY

We have conducted limited operations to date. Under the BDC election,
we have been organized to provide investors with the opportunity to
participate, with a modest amount in venture capital, in investments that
are generally not available to the public and that typically require
substantially larger financial commitments. In addition, we will provide
professional management and administration that might otherwise be
unavailable to investors if they were to engage directly in venture capital
investing.  We have decided to be regulated as a business development
company under the 1940 Act, and will operate as a non-diversified company
as that term is defined in Section 5(b)(2) of the 1940 Act.  We will, at
all times, conduct our business so as to retain our status as a BDC.   We
may not change the nature of our business so as to cease to be, or withdraw
our election as, a BDC without the approval of the holders of a majority of
our outstanding voting stock as defined under the 1940 Act.

As a business development company, we are required to invest at least 70%
of our total assets in qualifying assets, which, generally, are securities
of private companies or securities of public companies whose securities are
not eligible for purchase on margin (which includes many companies with
thinly traded securities that are quoted in the pink sheets or the NASD
Electronic Quotation Service.)   We must also offer to provide significant
managerial assistance to these portfolio companies.   Qualifying assets may
also include:

*	cash,
*	cash equivalents,
*	U.S. Government securities, or
*	high-quality debt investments maturing in one year or less from the
      date of investment.

We may invest a portion of the remaining 30% of our total assets in debt
and/or equity securities of companies that may be larger or more stabilized
than target portfolio companies.

Nature of a BDC

The 1940 Act defines a BDC as a closed-end management investment company
that provides small businesses that qualify as an eligible portfolio
company with investment capital and also significant managerial assistance.

A BDC is required under the 1940 Act to invest at least 70% of its total
assets in qualifying assets consisting of eligible portfolio companies as
defined in the 1940 Act and certain other assets including cash and cash
equivalents.

An eligible portfolio company generally is a United States company that is
not an investment company and that:

*   	does not have a class of securities registered on an exchange or
      included in the Federal Reserve Board's over-the-counter margin list;
*     is actively controlled by a BDC and has an affiliate of a BDC on its
      board of directors; or
*     meets such other criteria as may be established by the SEC.

Control under the 1940 Act is presumed to exist where a BDC owns more than
25% of the outstanding voting securities of the eligible portfolio company.
We may or may not control our portfolio companies. An example of an
eligible portfolio company is a new start up company or a privately owned
company that has not yet gone public by selling its shares in the open
market and has not applied to have its shares listed on a nationally
recognized exchange such as the NYSE the American Stock Exchange, National
Association of Securities Dealers' Automated Quotation System, or the
National Market System.  An eligible portfolio company can also be one
which is subject to filing, has filed, or has recently emerged from
reorganization protection under Chapter 11 of the Bankruptcy Act.

A BDC may invest the remaining 30% of its total assets in non-qualifying
assets, including companies that are not eligible portfolio companies.  The
foregoing percentages will be determined, in the case of financings in
which a BDC commits to provide financing prior to funding the commitment,
by the Amount of the BDC's total assets represented by the value of the
maximum amount of securities to be issued by the borrower or lessee to the
BDC pursuant to such commitment.   As a BDC, we must invest at least 70% of
our total assets in qualifying assets but may invest more in such
qualifying assets.

Primary Strategy

We have significant relative flexibility in selecting and structuring
our investments.  We are not subject to many of the regulatory
limitations that govern traditional lending institutions such as banks.
We will seek to structure our investments so as to take into account the
uncertain and potentially variable financial performance of our portfolio
companies.  This should enable our portfolio companies to retain access to
committed capital at different stages in their development and eliminate
some of the uncertainty surrounding their capital allocation decisions.
We will calculate rates of return on invested capital based on a
combination of up-front commitment fees, current and deferred interest
rates and residual values, which may take the form of common stock,
warrants, equity appreciation rights or future contract payments.   We
believe that this flexible approach to structuring investments will
facilitate positive, long-term relationships with our portfolio companies
and enable us to become a preferred source of capital to them.   We also
believe our approach should enable debt financing to develop into a viable
alternative capital source for funding the growth of target companies that
wish to avoid the dilutive effects of equity financings for existing equity
holders.

Longer Investment Horizon

We are not subject to periodic capital return requirements.   These
requirements, which are standard for most private equity and venture
capital funds, typically require that these funds return to investors the
initial capital investment after a pre-agreed time, together with any
capital gains on such capital investment. These provisions often force such
funds to seek the return of their investments in portfolio companies
through mergers, public equity offerings or other liquidity events more
quickly than they otherwise might, which can result in a lower overall
return to investors and adversely affect the ultimate viability of the
affected portfolio companies.  Because we may invest in the same portfolio
companies as these funds, we are subject to these risks if these funds
demand a return on their investments in the portfolio companies.  We
believe that our flexibility to take a longer-term view should help us to
maximize returns on our invested capital while still meeting the needs of
our portfolio companies.

Established Deal Sourcing Network

 	We believe that, through our management and directors, we have solid
contacts and sources from which to generate investment opportunities. These
contacts and sources include:

*	public and private companies,
*	investment bankers,
*	attorneys,
*	accountants,
*	consultants, and
*	commercial bankers.

However, we cannot assure you that such relationships will lead to the
origination of equity, debt or other investments.

Investment Criteria

As a matter of policy, we will not purchase or sell real estate or
interests in real estate or real estate investment trusts except that we
may:

*     purchase and sell real estate or interests in real estate in
      connection with the orderly liquidation of investments,  or in
      connection with foreclosure on collateral;
*	own the securities of companies that are in the business of buying,
      selling or developing real estate; or
*	finance the purchase of real estate by our portfolio companies.

We will limit our investments in more traditional securities (stock and
debt instruments) and will not, as a matter of policy:

*	sell securities short except with regard to managing the risks
      associated with publicly-traded securities issued by our portfolio
      companies; or
*	purchase securities on margin (except to the extent that we may
      purchase securities with borrowed money); or
*	engage in the purchase or sale of commodities or commodity
      contracts, including futures contracts except where necessary in
      working out distressed loans or similar investment situations or in
      hedging the risks associated with interest rate fluctuations, and, in
      such cases, only after all necessary registrations or exemptions from
      registration with the Commodity Futures Trading Commission have been
      obtained.

Prospective Portfolio Company Characteristics.  We have identified several
criteria that we believe will prove important in seeking our investment
objective with respect to target companies.   These criteria will provide
general guidelines for our investment decisions; however, we caution
readers that not all of these criteria will be met by each prospective
portfolio company in which we choose to invest.

Experienced Management.  We will generally require that our portfolio
companies have an experienced president or management team.   We will also
require the portfolio companies to have in place proper incentives to
induce management to succeed and to act in concert with our interests as
investors, including having significant equity interests.  We intend to
provide assistance in this area either supervising management or providing
management for our portfolio companies.

Products or Services.  We will seek companies that are involved in products
or services that do not require significant additional capital or research
expenditures.   In general, we will seek target companies that make
innovative use of proven technologies or methods.

Proprietary Advantage. We expect to favor companies that can demonstrate
some kind of proprietary sustainable advantage with respect to their
competition. Proprietary advantages include, but are not limited to:

*	patents or trade secrets with respect to owning or manufacturing its
      products, and
*	a demonstrable and sustainable marketing advantage over its
      competition.

Marketing strategies impose unusual burdens on management to be
continuously ahead of its competition, either through some kind of

technological advantage or by being continuously more creative than its
competition.

Profitable or Nearly Profitable Operations Based on Cash Flow from
Operations.

We will focus on target companies that are profitable or nearly profitable
on an operating cash flow basis. Typically, we would not expect to invest
in start-up companies unless there is a clear exit strategy in place.

Potential for Future Growth

We will generally require that a prospective target company, in addition to
generating sufficient cash flow to cover its operating costs and service
its debt, demonstrate an ability to increase its revenues and operating
cash flow over time.   The anticipated growth rate of a prospective target
company will be a key factor in determining the value that we ascribe to
any warrants or other equity securities that we may acquire in connection
with an investment in debt securities.

Exit Strategy

Prior to making an investment in a portfolio company, we will analyze the
potential for that company to increase the liquidity of its common equity
through a future event that would enable us to realize appreciation, if
any, in the value of our equity interest.   Liquidity events may include:

*	an initial public offering,
*	a private sale of our equity interest to a third party,
*	a merger or an acquisition of the portfolio company, or
*	a purchase of our equity position by the portfolio company or one of
      its stockholders.

We may acquire warrants to purchase equity securities and/or convertible
preferred stock of the eligible portfolio companies in connection with
providing financing.   The terms of the warrants, including the expiration
date, exercise price and terms of the equity security for which the warrant
may be exercised, will be negotiated individually with each eligible
portfolio company, and will likely be affected by the price and terms of
securities issued by the eligible portfolio company to other venture
capitalists and other holders.   We anticipate that most warrants will be
for a term of five to ten years, and will have an exercise price based upon
the price at which the eligible portfolio company most recently issued
equity securities or, if a new equity offering is imminent, the proposed
offering price of the equity securities. The equity securities for which
the warrant will be exercised generally will be common stock, of which
there may be one or more classes, or convertible preferred stock.

Substantially all the warrants and underlying equity securities will be
restricted securities under the 1933 Act at the time of the issuance.   We
will generally negotiate for registration rights with the issuer that may
provide:

*	piggyback registration rights, which will permit us under certain
      circumstances, to include some or all of the securities owned by us in
      a registration statement filed by the eligible portfolio company, or
*	in some circumstances, "demand" registration rights permitting us,
      under certain circumstances, to require the eligible portfolio company
      to register securities under the 1933 Act, in some cases at our expense.

We will generally negotiate net issuance provisions in the warrants, which
will allow us to receive upon exercise of the warrant without payment of
any cash a net amount of shares determined by the increase in the value of
the issuer's stock above the exercise price stated in the warrant.

Liquidation Value of Assets

Although we do not intend to operate as an asset based lender, the
prospective liquidation value of the assets, if any, collateralizing any
debt securities that we hold will be an important factor in  our credit
analysis.   We will emphasize both tangible assets, such as:

*	accounts receivable,
*	inventory, and
*	equipment,

and intangible assets, such as:

*	intellectual property,
*	customer lists,
*	networks, and
*	databases.

Investment Process

Due Diligence. If a target company generally meets the characteristics
described above, we will perform initial due diligence, including:

*	company and technology assessments,
*	existing management team,
*	market analysis,
*	competitive analysis,
*	evaluation of management, risk analysis and transaction size,
*	pricing, and
*	structure analysis.

Much of this work will be done by management and by our investment adviser,
American Development Investment Advisors, LLC. The criteria delineated
above provide general parameters for our investment decisions.  We intend to
pursue an investment strategy by further imposing such criteria and reviews
that best insures the value of our investments.  As unique circumstances may
arise or be uncovered, not all of such criteria will be followed in each

instance but the process provides a guideline by which investments can be
prudently made and managed. Upon successful completion of the preliminary
evaluation, we will decide whether to deliver a non-binding letter of intent
and move forward towards the completion of a transaction.

In our review of the management team, we look at the following:

*	Interviews with management and significant shareholders, including
      any financial or strategic sponsor;
*	Review of financing history;
*	Review of management's track record with respect to:

           o   product development and marketing,
           o   mergers and acquisitions,
           o   alliances,
           o   collaborations,
           o   research and development outsourcing and other
               strategic  activities;

*	Assessment of competition; and
*	Review of exit strategies.

In our review of the financial conditions, we look at the following:

*	Evaluation of future financing needs and plans;
*	Detailed analysis of financial performance;
*	Development of pro forma financial projections; and
*	Review of assets and liabilities, including contingent liabilities,
      if any, and legal and regulatory risks.

In our review of the products and services of the portfolio company, we
look at the following:

*	Evaluation of intellectual property position;
*	Review of existing customer or similar agreements and arrangements;
*	Analysis of core technology;
*     Assessment of collaborations;
*	Review of sales and marketing procedures; and
*	Assessment of market and growth potential.

Upon completion of these analyses, we will conduct on-site visits with the
target company's management team. Also, in cases in which a target company
is at a mature stage of development and if other matters exist that warrant
such an evaluation, we will obtain an independent appraisal of the target
company.

Ongoing Relationships with Portfolio Companies

Monitoring.

We will continuously monitor our portfolio companies in order
to determine whether they are meeting our financing criteria and their
respective business plans.   We may decline to make additional investments
in portfolio companies that do not continue to meet our financing criteria.
However, we may choose to make additional investments in portfolio
companies that do not do so, but we believe that we will nevertheless
perform well in the future.

We will monitor the financial trends of each portfolio company to assess
the appropriate course of action for each company and to evaluate overall
portfolio quality.  Our management team and consulting professionals, who
are well known by our management team, will closely monitor the status and
performance of each individual company on at least a quarterly and, in some
cases, a monthly basis.

We will use several methods of evaluating and monitoring the performance
and fair value of our debt and equity positions, including but not limited
to the following:

*	Assessment of business development success, including product
      development, financings, profitability and the portfolio company's
      overall adherence to its business plan;
*	Periodic and regular contact with portfolio company management to
      discuss financial position, requirements and accomplishments;
*	Periodic and regular formal update interviews with portfolio company
      management and, if appropriate, the financial or strategic sponsor;
*	Attendance at and participation in board meetings;
*	Review of monthly and quarterly financial statements and financial
      projections for portfolio companies.

Managerial Assistance.

As a business development company, we will offer,
and in many cases may provide, significant managerial assistance to our
portfolio companies.   This assistance will typically involve:

*	monitoring the operations of our portfolio companies,
*	participating in their board and management meetings,
*	consulting with and advising their officers,
*	providing other organizational and financial guidance, and
*     placing a representative on the Board of Directors or other governing
      body of each portfolio company.

Diversification

As a BDC, we must invest at least 70% of our total assets in qualifying
assets consisting of investments in eligible portfolio companies and
certain other assets including cash and cash equivalents.   In order to
receive favorable pass-through tax treatment on any distributions to our
shareholders, we intend to diversify our pool of investments in such a
manner so as to qualify as a diversified closed end management investment
company.   However, because of the limited size of the funding which is
likely to be available to us, we will likely be classified as a non-
diversified closed end investment company under the 1940 Act.  Until we
qualify as a registered investment company, we will not be subject to the
diversification requirements applicable to RICs under the Internal Revenue
Code.   Therefore, we will not receive favorable pass through tax treatment
on distributions to our shareholders.   In the future, we will seek to
increase the diversification of our portfolio so as to make it possible to
meet the RIC diversification requirements, as described below.   We cannot
assure you, however, that we will ever be able to meet those requirements.

To qualify as a RIC, we must meet the issuer diversification standards
under the Internal Revenue Code that require that, at the close of each
quarter of our taxable year,

*	not more than 25% of the market value of our total assets is
      invested in the securities of a single issuer, and
*	at least 50% of the market value of our total assets is represented
      by cash, cash items, government securities, securities of other RICs,
      and  other securities.

Each investment in these other securities is limited so that not more than
5% of the market value of our total assets is invested in the securities of
a single issuer and we do not own more than 10% of the outstanding voting
securities of a single issuer.   For purposes of the diversification
requirements under the Internal Revenue Code, the percentage of our total
assets invested in securities of a portfolio company will be deemed to
refer, in the case of financings in which we commit to provide financing
prior to funding the commitment, to the amount of our total assets
represented by the value of the securities issued by the eligible portfolio
company to us at the time each portion of the commitment is funded.

Investment Amounts

The amount of funds committed to a portfolio company and the ownership
percentage received will vary depending on the maturity of the portfolio
company, the quality and completeness of the portfolio company's management
team, the perceived business opportunity, the capital required compared to
existing capital, and the potential return.   Although investment amounts
will vary considerably, we expect that the average investment, including
follow-on investments, will be between $250,000 and $5,000,000.

Competition

Our primary competitors which are able to provide financing to target
companies, will include private equity and venture capital funds, other equity
and non-equity based investment funds and investment banks and other sources
of financing, including additional financial services companies such as
commercial banks and specialty finance companies.  Many of these entities have
substantially greater financial and managerial resources than we will have.
We believe that our competitive advantage with regard to quality target
companies relates to our ability to negotiate flexible terms and to complete
our review process on a timely basis.  We cannot assure you that we will be
successful in implementing our strategies.

Financial information about geographic areas.

The Company has not engaged in any activities, and has no customers or
portfolio investments, outside of the United States. As a BDC, our
investment portfolio is limited to U.S. companies, although a portfolio
company in which we invest may have operations in both the U.S. and outside
the U.S.

Item 1A.  Risk Factors.

THE COMPANY HAS LIMITED RESOURCES AND NO PRESENT SOURCE OF REVENUES

The Company has limited resources and has had no revenues to date. In addition,
the Company will not achieve any revenues until, at the earliest, the
consummation of a Portfolio Investment. Moreover, there can be no assurance
that any Portfolio Investment, at the time of the Company's consummation of an
investment, or at any time thereafter, will provide any material revenues from
its operations or operate on a profitable basis.

THE COMPANY MAY NEED ADDITIONAL FINANCING IN ORDER TO EXECUTE ITS BUSINESS
PLAN

         	The Company has had no revenues to date and will be entirely
dependent upon its limited available financial resources. The Company
cannot ascertain with any degree of certainty the capital requirements for
the execution of its business plan. In the event that the Company's limited
financial resources prove to be insufficient to implement the Company's
business plan, the Company may be required to seek additional financing.

ADDITIONAL FINANCING MAY NOT BE AVAILABLE TO THE COMPANY IF NEEDED

There can be no assurance that additional financing, if needed, will be
available on acceptable terms, or at all. To the extent that additional
financing proves to be unavailable when needed, the Company would, in all
likelihood, be compelled to abandon plans for a Portfolio Investment, and
would have minimal capital remaining to pursue other Portfolio Companies.
The failure by the Company to secure additional financing, if needed, could
also have a material adverse effect on the continued development or growth
of the Portfolio Company. The Company has no arrangements with any bank or
financial institution to secure additional financing and there can be no
assurance that any such arrangement, if required or otherwise sought, would
be available on terms deemed to be commercially acceptable and in the best
interests of the Company.

THE COMPANY MAY NOT BE ABLE TO BORROW FUNDS IF NEEDED

There currently are no limitations on the Company's ability to borrow funds
to increase the amount of capital available to the Company to effect a
Portfolio Investment, other than the general limitation of the ratio
between debt and equity imposed on all BDCs by the 1940 Act. Moreover, the
limited resources of the Company and lack of operating history will make it
difficult to borrow funds. The amount and nature of any borrowings by the
Company will depend on numerous considerations, including the Company's
capital requirements, the Company's perceived ability to meet debt service
on any such borrowings and the then prevailing conditions in the financial
markets, as well as general economic conditions. There can be no assurance
that debt financing, if required or sought, would be available on terms

deemed to be commercially acceptable by and in the best interests of the
Company. The inability of the Company to borrow funds required to effect or
facilitate an investment, or to provide funds for an additional infusion of
capital into a Portfolio Company, may have a material adverse effect on the
Company's financial condition and future prospects. Additionally, to the
extent that debt financing ultimately proves to be available, any
borrowings may subject the Company to various risks traditionally
associated with indebtedness, including the risks of interest rate
fluctuations and insufficiency of cash flow to pay principal and interest.
Furthermore, a Portfolio Company may have already incurred borrowings and,
therefore, all the risks inherent thereto.

THE COMPANY IS UNABLE TO ASCERTAIN RISKS RELATING TO THE INDUSTRY AND
NATURE OF UNIDENTIFIED PORTFOLIO INVESTMENT TARGETS

The Company has not yet selected any particular Portfolio Company in which to
concentrate its investment efforts. The directors and executive officers of the
Company have had contact or discussions with several entities or representatives
of entities regarding consummation of a Portfolio Investment, but have not yet
successfully completed an investment. Accordingly, there is no basis to evaluate
the possible merits or risks of a Portfolio Investment, and therefore risks of a
currently unascertainable nature may arise when a specific Portfolio Company is
chosen. For example, to the extent that the Company effects an investment in a
financially unstable company or an entity in its early stage of development or
growth (including entities without established records of revenues or income),
the Company will become subject to numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. In addition, to the extent that the Company effects an investment in
an entity in an industry characterized by a high level of risk, the Company will
become subject to the currently unascertainable risks of that industry. Although
management will endeavor to evaluate the risks inherent in a particular
Portfolio Company, there can be no assurance that the Company will properly
ascertain or assess all such risks.

SUCCESS OF THE COMPANY'S BUSINESS PLAN DEPENDS IN LARGE PART UPON THE
CONSUMMATION OF A PORTFOLIO INVESTMENT

The success of the Company's proposed plan of operation will depend to a
great extent on locating and consummating an investment in a Portfolio
Company.  Subsequent to any investment, the Company's success will depend
greatly on the operations, financial condition, and management of the
identified Portfolio Company.  While management intends to seek an
investment in a company that has an established operating history, it
cannot assure that the Company will successfully locate candidates meeting
such criteria. In the event the Company completes an investment, the
success of the Company's operations may be dependent upon management of the
Portfolio Company and numerous other factors beyond the Company's control.

THE COMPANY DEPENDS UPON ITS EXECUTIVE OFFICERS AND DIRECTORS

 The ability of the Company to successfully effect a Portfolio Investment
will be dependent upon the efforts of its executive officers and directors,
as well as its ability to attract additional directors and executive
officers.  The Company has not entered into employment agreements or other
understandings with any officer or director concerning compensation or
obtained any "key man" life insurance on his or her life.

THERE EXIST RISKS TO STOCKHOLDERS RELATING TO DILUTION:  AUTHORIZATION OF
ADDITIONAL SECURITIES AND REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING
A PORTFOLIO INVESTMENT

To the extent that additional shares of Common Stock are issued, the
Company's stockholders would experience dilution of their respective
ownership interests in the Company. Additionally, if the Company issues a
substantial number of shares of Common Stock in connection with or
following a Portfolio Investment, a change in control of the Company may
occur which may affect, among other things, the Company's ability to
utilize net operating loss carry forwards, if any. Furthermore, the
issuance of a substantial number of shares of Common Stock may adversely
affect prevailing market prices, if any, for the Common Stock and could
impair the Company's ability to raise additional capital through the sale
of its equity securities. The Company may use consultants and other third
parties providing goods and services, including assistance in the
identification and evaluation of potential Portfolio Companies.  These
consultants or third parties may be paid in cash, stock, options or other
securities of the Company, and the consultants or third parties may be
Placement Agents or their affiliates.

THE COMPANY EXPECTS TO PAY NO CASH DIVIDENDS

The Company does not expect to pay dividends prior to the consummation of a
Portfolio Investment. The payment of dividends after consummating any such
investment will be contingent upon the Company's revenues and earnings, if
any, capital requirements, and general financial condition subsequent to
consummation of an investment. The payment of any dividends subsequent to
an investment will be within the discretion of the Company's then Board of
Directors. The Company presently intends to retain all earnings, if any,
for use in the Company's business operations and accordingly, the Board
does not anticipate declaring any dividends in the foreseeable future.


THE COMPANY IS AUTHORIZED TO ISSUE PREFERRED STOCK

 	The Company's Certificate of Incorporation authorizes the issuance
of 5,000,000 shares of preferred stock (the "Preferred Stock"), with such
designations, powers, preferences, rights, qualifications, limitations and
restrictions of such series as the Board of Directors, subject to the laws
of the State of Nevada, may determine from time to time. Accordingly, the
Board of Directors is empowered, without stockholder approval, to issue
Preferred Stock with dividend, liquidation, conversion, voting or other
rights which could adversely affect the voting power or other rights of the

holders of Common Stock. In addition, the Preferred Stock could be utilized,
under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of the Company. As of the date of this report,
the Company has no outstanding shares of Preferred Stock.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2.  Properties.

	The Company neither owns nor leases any significant real estate or
other properties at the present time. The Company requires minimal office
space and the Company has subleased space for corporate and administrative
purposes in Merritt Island, Florida from CF Consulting, LLC., an independent
consultant to the Company by which our contract CFO, Robert Hipple,
is employed, for $550 per month commencing in January, 2009 for a two year
term. This arrangement will continue until the Company raises funding and
determines that more extensive office space is necessary for its
operations.

Item 3.  Legal Proceedings

There are no legal proceedings pending, or to the best knowledge of management,
threatened against the Company.  There were no legal proceedings previously
pending which were resolved during the fourth quarter of the fiscal year ended
December 31, 2008.

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

No matters were submitted to a vote of security holders of the Company during
the fourth quarter of the fiscal year, ended December 31, 2008.

                                   PART II

Item 5.  Market for Registrant?s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.

(a)	Market information.  The common shares of the Company have not been
admitted for trading on any market. As a result, no information
regarding high and low sales prices or high and low bid information for the
common shares is available or provided in this report.

(b)  Holders.  As of March 15, 2009, there were approximately 45 holders of
record of our common stock.

(c)  Dividends. The Company has not paid any dividends to date, has not yet
generated earnings sufficient to pay dividends, and currently does not intend
to pay dividends in the foreseeable future.

(d)  Securities authorized for issuance under equity compensation plans.
Although the Company has two authorized equity compensation plans approved by
its shareholders in 1997, before it elected to be treated as a business
development company, no stock options, grants, warrants or other awards have
ever been made under the plans.  The By-laws of the Company prohibit
the grant or award of any such options, grants, warrants or other awards so
long as the Company maintains its election to be treated as a business
development company.  Under the rules regulating a business development
company under the Investment Company Act of 1940, the Company may not issue or
award any such options, grants, warrants or other incentive compensation
awards because it also has a capital gains based incentive in effect with its
investment adviser, American Development Advisers, LLC.

	The following table sets forth, as of the year ended December 31,
2008, certain information with respect to the compensation plans and individual
compensation arrangements to which the Company is a party, if any, under which
any equity securities of the Company are authorized for issuance.

Plan category   Number of securities   Weighted average    Number of securities
                 to be issued upon     exercise price of   remaining available
                    exercise of       outstanding options, for future issuance
                outstanding options,  warrants and rights      under equity
                warrants and rights                         compensation plans

                          (a)                   (b)                   (c)
------------------------------------------------------------------------------
Equity compensation
plans approved by
security holders

1997 EMPLOYEE STOCK
   COMPENSATION PLAN      -0-                  N/A               1,000,000

1997 COMPENSATORY STOCK
   OPTION PLAN            -0-                  N/A               1,500,000

Equity compensation plans
not approved by
security holders

NONE                      N/A                  N/A                 N/A
------------------------------------------------------------------------------
Total                     -0-

Item 6.  Selected Financial Data.

The Company was in a development stage through the end of 2005 and had no
income or assets during the period from its incorporation in 1997 through the
end of 2005. Therefore, the information required by Item 301 of Regulation S-K
is omitted for that period as not material.

During 2006 through 2008, after the election to be treated as a BDC, the Company
has had no revenues, income from continuing operations, and similar items, and
has not had any accounting changes, or business combinations or dispositions.
The net loss, net loss per common share, net asset values, net asset value per
common share, and related financial data as a BDC are provided in the financial
statements included in this report

Item 7. Management Discussion and Analysis of Financial Condition and Results
of Operations.

We have elected to be treated as a business development company under the 1940
Act. Accordingly, we are required to comply with certain regulatory
requirements. For instance, we generally have to invest at least 70% of our
total assets in qualifying assets, including securities of private or thinly
traded public U.S. companies, cash, cash equivalents, U.S. government
securities and high-quality debt investments that mature in one year or less.
We will typically invest under normal circumstances, at least 80 percent of
net assets in qualifying portfolio companies.

We expect to invest in growing companies, many of which have relatively short
or no operating histories. These companies are and will be subject to all the
business risks and uncertainties associated with any new business enterprise,
including the risk that these companies may not reach their investment
objective and the value of our investment in them may decline substantially or
fall to zero. As of December 31, 2008, we had not yet made any portfolio or
other investments.

Results of Operations

During the year ended December 31, 2008, the Company made considerable efforts
to carry out its business plan as a Business Development Company. These
efforts included both business development and financing activities. Through
the end of the fiscal year, the Company incurred over $165,000 in expenses in
connection with its Business Development Company operations, most of which
related to the due diligence investigation of the three proposed portfolio
acquisitions, and negotiating and entering into acquisition agreements, before
the investments were abandoned in December 2008.

Critical Accounting Policies

In determining the fair value of our investments, the Audit Committee will
consider valuations from an independent valuation firm, as needed, from our
Investment Committee, our investment adviser and from management
Results of Operations

Financial Highlights

Financial highlights of the Company for the fiscal year ending December 31,
2008 are included in Footnote 6 to our Financial Statements.

Investment Activity

We engaged in no actual investments during the year ended December 31, 2008.

Long-Term Portfolio Investments

There were no portfolio investments made during the twelve months ended
December 31, 2008.

Investment Income

We expect to generate revenue in the form of interest income on the debt
securities that we own, dividend income on any common or preferred stock that
we own, and capital gains or losses on any debt or equity securities that we
acquire in portfolio companies and subsequently sell. Our investments, if in
the form of debt securities, will typically have a term of one to ten years
and bear interest at a fixed or floating rate. To the extent achievable, we
will seek to collateralize our investments by obtaining security interests in
our portfolio companies? assets. We also may acquire minority or majority
equity interests in our portfolio companies, which may pay cash or in-kind
dividends on a recurring or other negotiated basis. In addition, we may earn
revenue in other forms including commitment, origination, structuring or due
diligence fees, management fees and consultation fees, which will be
recognized as earned. We earned no investment income during the year ended
December 31, 2008.

Operating Expenses

Operating expenses for the years ended December 31, 2008 and 2007 are broken
down as follows:
                                                  2008           2007
                                               -----------    -----------
Operating Expenses:
             Consulting expenses               $   22,500     $   85,000
             Rent                                   5,200          5,400
             Audit fees                            10,749         11,082
             Other expenses:
                Bank fees                              61              -
                Office supplies                       150            477
                Transfer agent                        350          2,245
                                                  ---------     ---------
   Total operating expense                      $   39,010     $ 104,204

The consulting expenses were paid or due to CF Consulting, LLC, pursuant to a
consulting agreement under which Robert Hipple served as our CFO and Chief
Compliance Officer for a monthly fee of $7,500, which expired in April 2008.
The rent expense represents rent paid or due to CF Consulting, LLC for sub-
leasing office space, telephone, office equipment and related office services at
the rate of $550 per month. The remaining expenses were paid or due to non-
affiliated parties, including $10,749 in professional fees to our
independent audit firm for audit services.

Net Investment Income, Net Unrealized Appreciation and Net Increase in
Stockholders Equity Resulting from Operations

Our net investment income totaled $0 for the year ended December 31, 2008
compared to $0 for the year ended December 31, 2007. Net unrealized
appreciation totaled $0 for the year ended December 31, 2008 compared to $0
or the year ended December 31, 2007.

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources were generated initially from an advance
of $60,000 by our then major shareholder, Enterprise Partners, LLC, which was
later paid by the issuance of 1 million shares of Series A Convertible
Preferred Stock. We also undertook an exempt offering of our common shares
pursuant to a Form 1-E Application and Notice filed with the SEC on March 10,
2008, and accepted subscriptions for a total of 124,800 common shares,
representing $31,200 in additional working capital. We generated no cash flows
from operations during 2008 In the future, we may fund a portion of our
investments through borrowings from banks, issuances of senior securities or
secondary offerings of equity, including further exempt offerings. We may also
securitize a portion of our investments in mezzanine or senior secured loans or
other assets. Our primary use of funds will be investments in portfolio
companies.

Going Concern

The Company?s ability to continue as a going concern remains dependent upon
successful operation under our business plan, obtaining additional capital
and financing, and acquiring suitable portfolio investment companies. The
Company currently has no revenue and minimal cash reserves. These factors,
among others, raise substantial doubt about its ability to continue as a
going concern.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

We are subject to financial market risks, including changes in interest rates,
equity price risk and some of the loans in our portfolio may have floating
rates in the future. We may hedge against interest rate fluctuations by using
standard hedging instruments such as futures, options and forward contracts
subject to the requirements of the 1940 Act. While hedging activities may
insulate us against adverse changes in interest rates, they may also limit our
ability to participate in the benefits of higher interest rates with respect
to our portfolio of investments. During the twelve months ended December 31,
2008, we did not engage in any hedging activities.

	Since the Company to date has had no significant operations, the

information and disclosures required by Item 305 of Regulation S-K are
omitted as not material.

Item 8.  Financial Statements and Supplementary Data.

See the index to the financial statements of the Company on page 30.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

None

Item 9A(T).  Controls and Procedures.

	Within 90 days prior to the filing of this Form 10-K, an evaluation was
carried out by our CEO, and consulting CFO as of the end of the reporting period
covered by this report, of the effectiveness of our disclosure controls and
procedures. Disclosure controls and procedures are procedures that are designed
with the objective of ensuring that information required to be disclosed in our
reports filed under the Securities Exchange Act of 1934, such as this Form 10-K,
is recorded, processed, summarized and reported within the time period specified
in the Securities and Exchange Commission's rules and forms. Based on that
evaluation, our management concluded that, as of December 31, 2008, and as of
the date that the evaluation of the effectiveness of our disclosure controls and
procedures was completed, our disclosure controls and procedures were effective
to satisfy the objectives for which they are intended.

	There were no changes in our internal control over financial reporting
identified in connection with the evaluation performed that occurred during
the fiscal year covered by this report that has materially affected or is
reasonably likely to materially affect, our internal control over financial
reporting.

Management's Annual Report on Internal Control over Financial Reporting. We
are responsible for establishing and maintaining adequate internal control
over financial reporting. Our internal control over financial reporting is a
process to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the Company's financial
statements for external reporting purposes in accordance with United States
generally accepted accounting principles.

We assessed the effectiveness of the Company's internal control over
financial reporting as of December 31, 2008 based on the framework in
?Internal Control Over Financial Reporting ? Guidance for Smaller Public
Companies? issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on that assessment, we determined that, as of
December 31, 2008, the Company's internal control over financial reporting is
effective, based on those criteria.

This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission that permit the Company to provide
only management's report in this annual report.

Item 9B.  Other Information.

None

                                PART III

Item 10.  Directors, Executive Officers and Corporate Governance.

IDENTIFICATION OF DIRECTORS and EXECUTIVE OFFICERS

	The persons who served as directors and executive officers of the Company
through the period ending December 31, 2008 covered by this report, their ages
and positions held in the Company, are listed below.

      Name   				 Age		     Position
John Kelly                           44         Director
Adam Mayblum		                  44         Director
David Brant 		                  42         Director
David Dallow			            38         Director
Robert Hipple		            64         Interim CEO/CFO, Director


BIOGRAPHICAL INFORMATION

John V. Kelly, Director, has served on the National Security Traders
Association (STA) Board of Governors for the last 2 years. Mr. Kelly is the
Director of Trading Services with Pointe Capital in Delray Beach, Florida.
Before that, he was Director of Equity Trading at Sterling Financial Investment
Group for 5 years. He holds Series 7, 63, 55 and 24 securities licenses with
the NASD. In his 18 year trading career, Mr. Kelly has been with several
institutional research boutiques based in Florida. For the past 11 years, he
has been active in STA, serving on the Trading Issues Committee for the last 4
years. In addition, he is Past President of the Security Traders Association of
Florida (STAF), where he has served as an officer or on the Board of Directors
for the last 13 years. Mr. Kelly is Co-Chairman of the STA Technology
Exhibition Committee, which worked to bring industry leaders in technology as
vendors at STA?s 2005 Conference in Boca Raton. During his tenure with STA and
STAF, he has interacted with securities industry leaders as well as individual
corporate chairmen and board members.

Adam Mayblum, Director, co-founded ADIF Advisors, LLC and is a
principal and founder of Enterprise Partners, LLC.  Prior to founding
Enterprise Partners, LLC, he had 17 years of experience in the financial
markets as a top retail producer specializing in Public Venture Capital. In
1998 Mr. Mayblum left his position as Branch Manager of HJ Meyers in NY to
become a Managing Director of The May Davis Group, specializing in PIPES
(Private Investments in Public Equity). In 2002, Mr. Mayblum took a
position as the Managing Director of the Private Equities Group of Joseph
Stevens & Company where he successfully completed numerous financings and
advised many companies on changes in the regulatory environment and the
impact those changes have on their ability to raise capital in the public and
private markets. He graduated from Emory University in 1987 with a BBA in
Management.

Robert Hipple served as interim Chief Executive and Financial Officer of the
Company on a consulting basis through the end of 2008.  Mr. Hipple is an
attorney, law professor and senior executive with 35 years experience as
president and chief executive officer, chief financial officer and general
counsel, as well as a director, for several public (NYSE, AMEX and NASDAQ)
companies.   He also has extensive experience with public mergers, acquisitions
and capital raising, along with personal relations with investment banks,
broker/dealers, and market makers, and has taught both taxation and federal
securities law at Georgetown University Law School, Emory University Law School,
the University of San Diego School of Law and Florida A&M University College of
Law.  Mr. Hipple also has been a Visiting Professor of Law at Florida A&M
University College of Law, was President and CEO of International Trust &
Financial Systems, Inc., a publicly traded financial services company in 2002
and 2003 and was Senior Vice President and General Counsel of Enesco, Inc., a
New York Stock Exchange listed company based in the Chicago area from August
1999 to April 2001.  He is also contract Chief Financial Officer of United
EcoEnergy Corp., a BDC concentrating in the unrelated markets. Mr. Hipple
resigned as an officer and director of the Company effective January 1, 2009,
but continues to act as a consultant for the Company, through CF Consulting,
LLC, and provides financial and compliance services as a consultant.

David Brant, Director, is Senior Vice President and CFO of Legent Clearing.
Prior to joining Legent Clearing, Mr. Brant served as Vice President
and Controller in the Independent Brokerage Group at Wachovia Securities, which
included the correspondent clearing division, First Clearing, LLC. He has over
10 years of securities industry experience and currently holds the 7, 24, 27,
and 66 licenses. He is an active CPA in the State of Nebraska.

David Dallow, Director has over 13 years experience in the securities
industry, including management positions at NYSE member and non-member firms.
Currently, he is head trader at Oscar Gruss and Son, Inc. Mr. Dallow began his
career as a retail producer specializing in public venture capital. He quickly
attained the positions of Managing Director and Sales Manager, overseeing the
training and supervision of large sales forces.  Thereafter, Mr. Dallow moved
into equities trading and sales trading, rising to the level of Head Trader for
a NYSE member firm. In this role he has gained valuable experience in sales,
trading and compliance.

POTENTIAL CONFLICTS OF INTEREST

	For all periods subsequent to the Company election to operate as a BDC
on March 20, 2006, the Company is required to and will maintain a Board of
Directors made up of a majority of independent directors, and will operate
within the rules and requirements of a BDC under the 1940 Act.  The Company
has adopted a Conflicts of Interest Policy which is designed to prevent any
real or potential conflicts of interest for its directors and officers.  The
Company is not aware of any conflicts of interest, actual or potential,
between its intended plan of operations and any director or officer of the
Company, or any company in which that officer or director is an officer or
director.  There are no known interlocking directorships among the officers or
directors of the Company which could create potential conflicts of interest.
As required by the applicable BDC rules, the Company will hold an Annual
Meeting of Shareholders as soon as possible after the filing of this report in
order to elect its Board of Directors and to conduct such other business as
might be required.  No date has been set yet for the Annual Meeting, but it is
expected that the Annual Meeting will be held in June, 2009.

SIGNIFICANT EMPLOYEES

None.

COMMITTEES AND BOARD MEETINGS

The Company has adopted charters for its Audit Committee, Investment
Committee, Compensation Committee and Governance and Nominating Committee,
which it submitted for approval by its shareholders at the Annual Meeting of
Shareholders, held on July 31, 2006.  Following approval of the charters,
members of the Board of Directors elected at the Annual Meeting were
appointed to each of the Committees, as follows:

AUDIT COMMITTEE

The Audit Committee is made up entirely of independent, non-affiliated
Directors John Kelly, David Brant and David Dallow. The Company has
identified David Brant, an independent director, as its Audit Committee
Financial Expert by virtue of his background and experience.  Mr. Brant serves
as Chair of the Audit Committee of the Company.

COMPENSATION COMMITTEE

The Compensation Committee is made up entirely of independent, non-
interested Directors John Kelly, David Brant and David Dallow.  Mr.
Dallow serves as Chairman of the Compensation Committee.

GOVERNANCE AND NOMINATING COMMITTEE

The Governance and Nominating Committee is made up of Mr. Kelly, who serves
as the Chair, Mr. Dallow and Mr. Brant.

INVESTMENT COMMITTEE

The Investment Committee is made up of Mr. Mayblum, who serves as Chair, Mr.
Dallow and Mr. Kelly.

CODE OF ETHICS

	The Company has adopted a Code of Ethics that applies to all of its
directors, officers and employees performing financial functions for the
Company, including its chief executive officer, chief financial officer,
controller and any person performing similar functions.

EXCLUSION of DIRECTOR LIABILITY

	Pursuant to the General Corporation Law of Nevada, the Company
Certificate of Incorporation excludes personal liability on the part of its
directors to the Company for monetary damages based upon any violation of their
fiduciary duties as directors, except as to liability for any acts or omissions
which involve intentional misconduct, fraud or a knowing violation of law or
for improper payment of dividends. This exclusion of liability does not limit
any right which a director may have to be indemnified and does not affect any
director's liability under federal or applicable state securities laws.

Item 11.  Executive Compensation.

CASH and OTHER COMPENSATION

For the years ended December 31, 2008 and 2007 and through the date of
this report, the Company has not paid any executive officers or directors any
cash and cash equivalent compensation directly. Mr. Hipple, as interim CEO and
CFO, served in those capacities on a contract basis, through a consulting
agreements with CF Consulting, LLC which expired in April, 2008. The Company
incurred a total of $22,500 in consulting fees through April, 2008 under the
expired agreement.  The Company has no other agreement or understanding, express
or implied, with any director or executive officer concerning employment or cash
or other compensation for services, except for the compensation payable under
the Investment Advisory Agreement with American Development & Investment
Advisors, in which Mr. Mayblum is a 50 percent member.  Any new compensation
arrangements with any officer or director of the Company will be adopted and
approved by the independent Compensation Committee.

COMPENSATION PURSUANT to PLANS

	For the years ended December 31, 2008 and 2007 and through the date of
this report, no director or executive officer has received compensation from
the Company pursuant to any compensatory or benefit plan. There is no plan or
understanding, express or implied, to pay any compensation to any director or
executive officer pursuant to any compensatory or benefit plan of the Company.

	The Company currently has in place an employee stock compensation plan
and compensatory stock option plan. There are no other compensatory or benefit
plans, such as retirement or pension plans, in effect or anticipated to be
adopted.

COMPENSATION of DIRECTORS and EXECUTIVE OFFICERS

	The following table sets forth information concerning the compensation
of the Company Chairman of the Board, Chief Executive Officer and its other
most highly compensated executive officers for the fiscal years ended
December 31, 2008, 2007 and 2006.
<Table>
<Caption>
                               ANNUAL COMPENSATION              LONG TERM COMPENSATION
                           ------------------------       --------------------------------
                                                                AWARDS            PAYOUTS
                                                        ---------------------   ---------
                                                          RESTRICTED SECURITIES
                                            OTHER ANNUAL   STOCK     UNDERLYING     LTIP  ALL OTHER
NAME AND PRINCIPAL  FISCAL  SALARY   BONUS   COMPENSATION  AWARD(S) OPTIONS/SARS  PAYOUTS  COMP.
     POSITION       YEAR<F1>($)<F2> ($)         ($)           ($)      (#)          ($)     ($)
---------------------------------------------------------------------------------------------------
<S>                  <C>       <C>     <C>       <C>         <C>       <C>          <C>     <C>

Stephen M. Siedow   2008       na      na        na           na        na            na
na
                    2007       na      na        na           na        na            na
na
                    2006    $ -0-    None	 8,120          None	 None	 None	 $ -0-

$ -0-

Robert Hipple       2008    $ -0-    None     None           None   None    None    $ -0-
$ -0-
Interim CEO/CFO     2007    $ -0-    None     None           None   None    None    $ -0-
$ -0-
                    2006       na      na        na           na        na            na
na
</Table>
Mr. Hipple is employed by CF Consulting LLC which had a consulting agreement
with the Company to provide various services for an amount equal to $7,500
per month in 2007 and through April, 2008.  Mr. Hipple is not paid any amounts
directly or indirectly by the Company.

OPTION/SAR GRANTS

       No individual grants of stock options, whether or not in tandem with
stock appreciation rights ("SARs") and freestanding SARs, have been made to
any executive officer or any director during the year ended December 31, 2008,
Accordingly, no stock options were exercised by any of the officers or
directors in fiscal 2008.

EMPLOYEE STOCK COMPENSATION PLAN

	The Company adopted the 1997 Employee Stock Compensation Plan for
employees, officers, directors of the Company and advisors to the Company (the
ESC Plan). The Company reserved a maximum of 1,000,000 common shares to be
issued upon any grant of awards under the ESC Plan. Employees will recognize
taxable income upon the grant of common stock equal to the fair market value
of the common stock on the date of the grant and the Company will recognize a
compensating deduction for compensation expense at such time. The ESC Plan is
administered by the Compensation Committee of the Board of Directors. No
shares have been awarded or currently are anticipated to be awarded under the
ESC Plan, and the By-laws of the Company prohibit the issue of any such awards
so long as the Company has an investment adviser agreement providing for
compensation based in part on capital appreciation, in order to conform to the
applicable limits under the 1940 Act relating to stock benefit plans of a BDC.
The Company currently maintains an investment adviser agreement with American
Development & Investment Advisers, LLC containing such a compensation
arrangement.

COMPENSATORY STOCK OPTION PLAN

	The Company adopted the 1997 Compensatory Stock Option Plan for
officers, employees, directors and advisors (the CSO Plan). The Company has
reserved a maximum of 1,500,000 Common Shares to be issued upon the exercise of
options granted under the CSO Plan. The CSO Plan will not qualify as an
incentive stock option plan under Section 422 of the Internal Revenue Code of
1986, as amended. Options are granted under the CSO Plan at exercise prices
be determined by the Compensation Committee of the Board of Directors.
With respect to options granted pursuant to the CSO Plan, optionees will not
recognize taxable income upon the grant of options granted at or in excess of
fair market value. However, optionees will realize income at the time of
exercising an option to the extent the market price of the common stock at that
time exceeds the option exercise price, and the Company must recognize a
compensation expense in an amount equal to any taxable income realized by an
optionee as a result of exercising the option. The CSO Plan will is
administered by the Compensation Committee of the Board of Directors. No
options have been granted or currently are anticipated to be granted under the
CSO Plan and the By-laws of the Company prohibit the issue of any such awards
so long as the Company has an investment adviser agreement providing for
compensation based in part on capital appreciation, in order to conform to the
applicable limits under the 1940 Act relating to stock benefit plans of a BDC.
The Company currently maintains an investment adviser agreement with American
Development & Investment Advisers, LLC containing such a compensation
arrangement.

COMPENSATION OF DIRECTORS

	The Company has no standard arrangements in place or currently
contemplated to compensate the Company directors for their service as directors
or as members of any committee of directors.  Any compensation to directors
will be determined and approved by the Company Compensation Committee.

EMPLOYMENT CONTRACTS

	No person has entered into any employment or similar contract with the
Company, other than the consulting agreement already discussed with CF
Consulting, LLC. It is anticipated that the Company may enter into employment
or similar contracts in connection with its activities as a BDC, and any such
contracts will be approved by the independent Compensation Committee of the
Company.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.

            MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

BENEFICIAL OWNERSHIP

	The following table sets forth, as of the end of the reporting period
covered by this report, and as of the date of this report, the stock ownership
of each executive officer and director of the Company, of all executive
officers and directors of the Company as a group, and of each person known by
the Company to be a beneficial owner of 5% or more of its common stock. Except
as otherwise noted, each person listed below is the sole beneficial owner of
the shares and has sole investment and voting power as to such shares. No
person listed below has any option, warrant or other right to acquire
additional securities of the Company, except as may be otherwise noted.

   Name and Address			       Amount & Nature
    of Beneficial				        of Beneficial		Percent
	 Owner     	          Position	    Ownership   		of Class
------------------------------------------------------------------------------
John Kelly		         Director	             20,000               --
1227 Harbor Drive
Delray Beach, FL 33483

Adam Mayblum		   Director(1)	    8,390,567               24.4
50 Andrew Lane
New Rochelle, NY 10804

David Brant		         Director		       20,000               --
6314 South 174th Street
Omaha, NE 68135-3239

David Dallow    		   Director			 20,000               --
181 Plymouth Drive
Scarsdale, NY 10583

Robert Hipple		    Former                  --                --
409 Brevard Avenue         Director, CEO/CFO
Cocoa, Fl 32922            Secretary/Treasurer

*All directors & officers		          8,450,567               24.4
 as a group (5 persons)

Enterprise Partners, LLC			   10,558,267               30.7
50 Andrew Lane
New Rochelle, NY 10804

Patrick Donelan(2)                            8,590,567               25.0
3570 Lakeview Drive
Delray Beach, FL 33445

 (1)	Adam Mayblum is a 50 percent owner of Enterprise Partners, LLC, which
      owns 10,558,267 shares of common stock and therefore may be considered
      the beneficial owner of an additional 5,279,133 common shares.  Mr.
      Mayblum also is the custodian of 600,000 shares held for the benefit of
      his three minor children and therefore may be considered the beneficial
      owner of those shares.
(2)   Patrick Donelan is a 50 percent owner of Enterprise Partners, LLC, which
      owns 10,558,267 shares of common stock and therefore may be considered
      the beneficial owner of an additional 5,279,133 common shares.  Mr.
      Donelan also is the custodian of 400,000 shares held for the benefit of
      his two minor children and therefore may be considered the beneficial
      owner of those shares.

Item 13.  Certain Relationships and Related Transactions and Director
Independence.

No officer, director or employee of the Company has received a salary of
$60,000 or more in 2008 or 2007. Mr. Hipple, the Company interim President and
CEO/CFO, received no direct compensation from the Company. CF Consulting, LLC,
through which Mr. Hipple serves as CEO, earned a total of $85,000 in consulting
fees during 2007 and $22,500 in 2008.  CF Consulting, LLC also is owed payments
totaling $550 in rent for office space and services under a sub-lease agreement,
at the rate of $550 per month. There were no other transactions, or
series of transactions, for the years ended December 31, 2008 or 2007, nor are
there any currently proposed transactions, or series of transactions, to which
the Company is a party, in which the amount exceeds $60,000, and in which to the
knowledge of the Company any director, executive officer, nominee, five percent
or greater shareholder, or any member of the immediate family of any of the
foregoing persons, have or will have any direct or indirect material interest,
except as noted below.

The Company has entered into an investment advisory agreement with American
Development & Investment Advisors, LLC, which is owned equally by Adam Mayblum,
a director and more than five percent shareholder, and Patrick Donelan, also a
more than five percent shareholder. Under the terms of the Agreement, the
advisor will provide investment advice and assistance to the Company with
respect to locating, reviewing and investing in suitable portfolio investments
by the Company recommended by the Investment Committee and will assist the
Investment Committee in determining the value of its portfolio investments
from time to time as required for reporting purposes.

      The Company has agreed to pay, and the Advisor has agreed to accept, as
compensation for the services to be provided by the Advisor, a base management
fee (Base Management Fee) and an incentive fee (Incentive Fee).

     (a) Base Management Fee.

          (i) For services rendered during the period from the effective date
of the election under Section 54(a) of the 1940  Act (the Effective Date)
through the end of the reported second full fiscal quarter of the Company
thereafter, the Base Management Fee is payable monthly in advance, and is
calculated at an annual rate of 2.00% of the value of the total assets of the
Company, less the cash proceeds and cash equivalent investments from equity
investors that are not invested in debt or equity securities of portfolio
companies in accordance with the investment objectives of the Company (the
Gross Invested Assets), valued as of the end of each preceding month during
the period.
         (ii) For services rendered after the end of the reported second full
fiscal quarter of the Company following the Effective Date, the Base Management
Fee is payable quarterly in arrears, and is calculated at an annual rate of
2.00% of the average value of the total assets of the Company, including
investments made with proceeds of borrowings, less any uninvested cash or cash
equivalents resulting from borrowings (the Gross Assets), valued as of the end
of the two most recently completed calendar quarters, and appropriately
adjusted for any share issuances or repurchases during the current calendar
quarter.
          (iii) Base Management Fees payable for any partial month or quarter
will be appropriately prorated.

     (b) The Incentive Fee consists of two parts, as follows:

          (i) One part will be calculated and payable quarterly in arrears
based on the pre-Incentive Fee net investment income for the immediately
preceding calendar quarter. For this purpose, pre-Incentive Fee net
investment income means interest income, dividend income and any other income
(including any other fees, such as commitment, origination, structuring,
diligence, consulting fees that the Corporation receives from portfolio
companies, but excluding fees for providing managerial assistance) accrued by
the Company during the calendar quarter, minus the operating expenses of the
Company for the quarter (including the Base Management Fee, and any interest
expense and dividends paid on any issued and outstanding preferred stock,
but excluding the Incentive Fee). Pre-Incentive Fee net investment income
includes, in the case of investments with a deferred interest feature (such
as original issue discount, debt instruments with payment-in-kind interest
and zero coupon securities), accrued income that the Company has not yet
received in cash and includes the proportionate share of the portfolio
companies net income allocable to equity holdings that has not been
distributed as dividends. Pre-Incentive Fee net investment income does not
include any realized capital gains, realized capital losses or unrealized
capital appreciation or depreciation. Pre-Incentive Fee net investment
income, expressed as a rate of return on the value of the Corporations net
assets at the end of the immediately preceding calendar quarter, will
be compared to a hurdle rate of 1.75% per quarter (7% annualized). The
Company will pay the Adviser an Incentive Fee with respect to the pre-
Incentive Fee net investment income in each calendar quarter as follows:
(1) no Incentive Fee in any calendar quarter in which the pre-Incentive Fee
net investment income does not exceed the hurdle rate; (2) 100% of the pre-
Incentive Fee net investment income with respect to that portion of such pre-
Incentive Fee net investment income, if any, that exceeds the hurdle rate but
is less than 2.1875% in any calendar quarter (8.75% annualized); and (3) 20%
of the amount of the pre-Incentive Fee net investment income, if any, that
exceeds 2.1875% in any calendar quarter (8.75% annualized). These calculations
will be appropriately pro rated for any period of less than three months and
adjusted for any share issuances or repurchases during the current quarter.

          (ii) The second part of the Incentive Fee (the Capital Gains Fee)

will be determined and payable in arrears as of the end of each fiscal year
(or upon termination of this Agreement as set forth below), commencing on
March 31, 2009, and will equal 20.0% of the realized capital gains of the
Company for the 2008 calendar year, if any, computed net of all realized
capital losses and unrealized capital depreciation at the end of such year;
provided that the Capital Gains Fee determined as of March 31, 2009 will be
calculated for a period of shorter than twelve calendar months to take into
account any net realized capital gains, if any, computed net of all realized
capital losses and unrealized capital depreciation for the period ending
March 31, 2009. The amount of capital gains used to determine the Capital
Gains Fee shall be calculated at the end of each applicable year by
subtracting the sum of the Cumulative Aggregate Realized Capital Losses and
Aggregate Unrealized Capital Depreciation of the Company from the Cumulative
Aggregate Realized Capital Gains. If this number is positive at the end of
such year, then the Capital Gains Fee for such year is equal to 20.0% of such
amount, less the aggregate amount of any Capital Gains Fees paid in all prior
years. In the event that the Agreement terminates as of a date that is not a
calendar year end, the termination date is treated as though it were a
calendar year end for purposes of calculating and paying a Capital Gains Fee.

	A copy of the Amended Investment Advisor Agreement with American

Development & Investment Advisors LLC is attached to the Proxy Statement filed
with the SEC on July 21, 2006 as Appendix A.

	Mr. Mayblum and Mr. Donelan are also equal owners of United EcoEnergy
Advisers, LLC, which serves as the investment adviser to United EcoEnergy
Corp., a business development company focused on the alternative energy area.
Mr. Mayblum and Mr. Donelan also are more than five percent shareholders in
United EcoEnergy Corp., and Mr. Hipple, who was interim CEO/CFO of the Company,
also serves as CFO of United EcoEnergy Corp. under a consulting agreement
between that company and CF Consulting, LLC.

Item 14.  Principal Accounting Fees and Services.

AUDIT FEES

	The aggregate fees billed for each of the fiscal years ended December 31,
2008 and 2007 for professional services rendered by the principal accountant
for the audit of the registrant's annual financial statements and review of the
financial statements included in the registrant's previously filed Forms 10-Q
or services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years, were
$10,749 and $11,082, respectively.

AUDIT RELATED FEES

	None

TAX FEES
	None

ALL OTHER FEES
	None

PRE-APPROVAL POLICIES AND PROCEDURES

	The Company Board of Director policy is to pre-approve all audit and
permissible non-audit services to be provided by the independent registered
public accounting firm.  These services may include audit services, audit-
related services, tax services and other services. Pre-approval is generally
provided for up top one year and any pre-approval is detailed as to the
particular service or category of services and is generally subject to a
specific budget.  The independent registered public accounting firm and
management are required to report periodically to the Audit Committee of the
Board of Directors regarding the extent of services provided by the
independent registered public accounting firm in accordance with this pre-
approval, and the fees for the services performed to date.  The Audit Committee
of the Board of Directors may also pre-approve particular services in a case-
by-case basis.  For all periods after the Company election to be treated as a
BDC, all of these functions are undertaken by the independent Audit Committee.

                                 PART IV

Item 15.  Exhibits, Financial Statement Schedules.

	The following exhibits are filed with this report, except those
indicated as having previously been filed with the Securities and Exchange
Commission and are incorporated by reference to another report, registration
statement or form. As to any shareholder of record requesting a copy of this
report, the Company will furnish any exhibit indicated in the list below as
filed with this report upon payment to the Company of its expenses in
furnishing the information. Any references to the "the Company" means
American Development & Investment Fund, Inc. and its predecessor by name change,
MSN Eagle Equity Group, Inc.
                                                                      Reference
1A.1  Amended Designation of Preferences for Series A Convertible
      Preferred Stock........................................................ 1

3.1	Certificate of Incorporation of the Company as filed with the
	Nevada Secretary of State on February 28, 1997 ........................2

3.4	Bylaws of the Company .................................................2

4.1	Specimen common stock certificate......................................2

10.1	1997 Compensatory Stock Option Plan of the Company.....................2

10.2	1997 Employee Stock Compensation Plan of the Company...................2

31    Certification of the Chief Executive and Financial Officer filed
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002..............3

32    Certification of the Chief Executive Officer and Chief Financial
      Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002 ......................3

Reference

1     Filed as an Exhibit to the Proxy Statement dated July 21, 2006
2     Filed as an exhibit to the Registration Statement on Form 10SB-12G (File
      No. 0-27781) of the Registrant and incorporated by reference.
3     Filed herewith as an exhibit.


INDEX TO FINANCIAL STATEMENTS

	Report of Independent Registered Public Accounting Firm............   F-1
	Balance Sheets as of December 31, 2008 and 2007....................   F-2
	Statements of Operations for the years ended December 31, 2008
          and 2007.......................................................   F-3
	Statements of Changes in Stockholders' Equity (Deficit) for the
	    years ended December 31, 2008 and 2007.........................   F-4
	Statements of Cash Flows for the years ended December 31, 2008 and
          2007...........................................................   F-5
	Notes to Financial Statements .....................................   F-6




FINANCIAL INFORMATION
Item 1.  Financial Statements.

         REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of American Development & Investment Fund, Inc.

We have audited the accompanying balance sheets of American Development &
Investment Fund, Inc. as of December 31, 2008 and 2007, and the related
statements of operations, changes in stockholders? equity (deficit), and
cash flows for the years then ended. These financial statements are the
responsibility of the company?s management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The
company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
company?s internal control over financial reporting. Accordingly, we express
no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of American Development &
Investment Fund, Inc. as of December 31, 2008 and 2007, and the results of
its operations and its cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company has suffered recurring operating losses
and has working capital and stockholders? deficits which raise substantial
doubt about its ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.


/s/ Berman Hopkins Wright & LaHam, CPAs and Associates, LLP



April 13, 2009
Winter Park, Florida


                 AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
                                BALANCE SHEETS
                                            December 31,         December 31,
                                                2008	              2007
                                            --------------- -----------------
Assets:
  Cash and cash equivalents               $           447       $       (41)
                                              -----------       ------------
Total Current Assets                                  447               (41)
  Other Assets:
    Investments in Portfolio Companies                  -                 -
                                              -----------       ------------
Total Assets                              $           447                (41)
                                              ===========       ============
Liabilities and Stockholders?
  Equity (Deficit)
Liabilities:
    Accounts payable (including $550
      To a related party                  $        14,976       $     90,702
    Due to affiliate                                3,550              7,950
                                              -----------       ------------
     Total current Liabilities                     18,526             98,652
     Long term Liabilities:                             -                  -
                                              -----------       ------------
Total Liabilities                                  18,526             98,652
                                              -----------       ------------
Commitments and contingencies

Stockholders? Equity (Deficit):
  Common stock, par value $0.001
    authorized 50,000,000 shares,
    issued 34,408,000 shares at
    December 31, 2007 and 30,283,200
    at December 31, 2007                           34,408             30,283
  Convertible preferred stock, par value
    $0.001, authorized 5,000,000 shares,
    issued 0 shares at December 31, 2008
    and 1,000,000 shares at December 31, 2007           -              1,000

  Additional paid-in capital                      202,164             85,665
  Accumulated deficit                            (254,651)          (215,641)
                                              ------------      -------------
  Total Stockholders? Equity (Deficit)            (18,079)           (98,693)
                                              ------------      -------------
  Total Liabilities and
    Stockholders? Equity (Deficit)        $           447       $        (41)
                                              ===========        ===========
Net Asset value per common share          $      (0.00053)      $   (0.00326)



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


                      AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
                             SCHEDULE OF INVESTMENTS
                                December 31, 2008

     Portfolio        Industry     Amount      Cost     Fair       % of
    Investments                   or Number             Value    Net assets
-------------------  ---------  -----------  -------- ---------  -----------
        --               --         --       $   -    $    -          -

                                             -------- ---------  -----------
Total                                        $   -    $    -          -
                                             ======== =========  ===========









































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



                  AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
                           STATEMENTS OF OPERATIONS

                                    For the years ended December 31,
                                        2008               2007
                                     ----------         -----------
Investment income:
  Interest income                   $        -        $          -
  Dividend income                            -                   -
  Other income                               -                   -
                                     ----------         -----------
Total income                                 -                   -
Operating expenses:
   Investment advisory fees
      Base fee                               -                   -
      Incentive fee                          -                   -
Capital gains fee                            -                   -
                                     ----------         -----------
   Total investment
      advisory fees                          -                   -
   General & administrative:
      Consulting expense-related party  22,500              85,000
      Rent expense-related party         5,200               5,400
      Professional fees                 10,749              11,082
      Transfer agent                       350               2,245
      Other expenses                       211                 477
                                     ----------         -----------
Total operating costs                   39,010             104,204
                                     ----------         -----------
Net investment loss                    (39,010)           (104,204)
                                     ----------         -----------
Net realized income from
   disposal of investments                   -                    -
Net unrealized appreciation
   in investments                            -                    -
                                     ----------         -----------
Net decrease in stockholders?
   equity resulting from
   operations                       $  (39,010)         $ (104,204)
                                     ==========         ===========
Basic and diluted net decrease
   in stockholders? equity per
   common share resulting from
   operations                       $  (0.0012)          $ (0.0034)
                                     ==========         ===========
Weighted number of common shares
   outstanding-basic                33,049,593          30,283,200
                                    ===========         ===========
Weighted number of common shares
    outstanding-diluted             33,049,593          45,283,200
                                    ===========         ===========

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




               AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
          STATEMENT OF CHANGES IN STOCKHOLDERS? EQUITY (DEFICIT)
                          FOR THE YEARS ENDED
                      DECEMBER 31, 2008 AND 2007

                                                                Deficit
           							 Additional  Accumulated
	  	       Common Stock   Preferred Stock   Paid in    from
               Shares    Amount   Shares    Amount  Capital   Inception   Total
               ----------------------------------------------------------------
Balances,
12/31/ 2006   30,150,000  30,150  1,000,000  1,000  45,838  (111,437)  (34,449)
Issuance of
  stock          133,200     133        -      -    39,827        -     39,960
Net loss             -        -         -      -  (104,204) (104,204)       -
             ------------------------------------------------------------------
Balances,
12/31/2007   30,283,200   30,283  1,000,000  1,000  85,665  (215,641)  (98,693)
Issuance of
  stock         124,800     125         -      -    31,075        -     31,200
Conversion of
  preferred   4,000,000   4,000  (1,000,000)(1,000) (3,000)       -         -
Cancellation
  of payable        -        -          -      -    88,424        -     88,424
Net loss            -        -          -      -        -   (39,010)   (39,010)
             ------------------------------------------------------------------
Balances,
12/31/2008   34,408,000  34,408         -      -   202,164 (254,651)   (18,079)
             ==================================================================




The accompanying notes are an integral part of these financial statements



































               AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
                        STATEMENTS OF CASH FLOWS

                                             For the years ended
                                       December 31, 2008    December 31, 2007
                                        -----------------   ----------------
Cash flows from operating activities:

Net decrease in stockholders? equity
    from operations                       $    (39,010)     $    (104,204)
Adjustments to reconcile net decrease
    in stockholders? equity from
    operations to net cash used
    by operating activities:
    Accounts payable                            12,698             89,627
    Due to affiliate                            (4,400)             2,500
                                            -----------         ----------
Net cash used by operating activities          (30,712)           (12,077)
                                            -----------         ----------
Cash flow from financing activities:
Net proceeds from issuance of common
    stock                                       31,200             39,960
Subscription deposit                                 -            (39,960)
                                            -----------         ----------
Net cash provided by financing
    activities                                  31,200                  -
                                            -----------         -----------
Net increase (decrease) in cash                    488            (12,077)
Cash, beginning of period                          (41)            12,036
                                            -----------          ----------
Cash, end of period                       $        447        $       (41)
                                            ===========         ===========

Supplemental information

Non-cash investing and financing
     Transactions

     Debt contributed to capital          $     88,424        $         -









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






                 AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
                        NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 2008 and 2007

Note 1. Organization and Financial Statement Presentation

American Development & Investment Fund, Inc. (the Company) a Nevada corporation,
was organized on February 28, 1997 and is a closed-end investment company that
filed an election to be treated as a business development company (BDC) under
the Investment Company Act of 1940, (the 1940 Act) in March 2006.

As a BDC, the company is subject to the filing requirements of the Securities
Exchange Act of 1934 and has elected to be subject to Sections 55 to 65 of
the 1940 Act, which apply only to BDCs.  The Company is not a registered
investment company under the 1940 Act, however, and is not required to file
the semi-annual and annual reports required to be filed by registered
investment companies under Section 30 of the 1940 Act.  As a BDC, the
Company also is not eligible to file its periodic reports under the 1934 Act

as
a small business issuer, and therefore files its periodic reports on
applicable Forms 10-Q and 10-K, rather than Forms 10-KSB or 10-QSB.  As a BDC,
the Company also is subject to the normal financial reporting requirements of
Regulation S-X issued by the SEC, but is not subject to Section 6 of
Regulation S-X, which provides specific rules for financial reporting of
registered investment companies.

The Company has not chosen to focus on investments in companies in any
particular market or industry, but expects to invest, under normal
circumstances, at least 80 percent of its net assets (including the amount of
any borrowings for investment purposes) in qualified portfolio companies. At
December 31, 2008, the Company had no net assets invested in portfolio
companies.

The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for
financial information and the instructions to Form 10-K, including Regulation
S-X. As a BDC, and therefore as a non-registered investment company, the
Company is subject to the normal financial reporting rules of Regulation S-X,
as adopted by the SEC, in accordance with Regulation S-X 5.01.  It is
specifically not subject to Section 6 of Regulation S-X, governing the
financial reporting of registered investment companies.  The accompanying
financial reports have been prepared in accordance with the requirements of
Regulation S-X, as explained and interpreted in the Audit and Accounting Guide
for Investment Companies of the American Institute of Certified Public
Accountants (May 1, 2008)(the Audit Guide).

In March, 2006, the Company implemented a 100 for 1 forward split of its
common shares.  The stock split was given retroactive treatment in the
accompanying financial statements.

No common shares were issued during the quarter ending December 31, 2008.
A total of 124,800 shares were issued during the year ended December 31, 2008.





                   AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
                        NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 2008 and 2007

Note 2. Significant Accounting Policies

The preparation of financial statements in conformity with Generally
Accepted Accounting Principles (GAAP) requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of income and
expenses during the reported period. Changes in the economic environment,
financial markets and any other parameters used in determining these
estimates could cause actual results to differ.

The following are significant accounting policies consistently applied by the
Company and are based on Chapter 7 of the Audit Guide, as modified by
Appendix A thereof:

Investments:

(a) Security transactions are recorded on a trade-date basis.

(b) Valuation:

(1) Investments for which market quotations are readily available are valued
at such market quotations.

(2) Short-term investments which mature in 60 days or less, such as U.S.
Treasury bills, are valued at amortized cost, which approximates market value.
The amortized cost method involves valuing a security at its cost on the date
of purchase and thereafter assuming a constant amortization to maturity of the
difference between the principal amount due at maturity and cost. Short-term
securities which mature in more than 60 days are valued at current market
quotations by an independent pricing service or at the mean between the bid
and ask prices obtained from at least two brokers or dealers (if available, or
otherwise by a principal market maker or a primary market dealer). Investments
in money market mutual funds are valued at their net asset value as of the
close of business on the day of valuation.

(3) It is expected that most of the investments in the Company?s portfolio
will not have readily available market values. Debt and equity securities
whose market prices are not readily available are valued at fair value, with
the assistance of an independent valuation service, using a valuation policy
and a consistently applied valuation process which is under the
direction of our board of directors.

The factors that may be taken into account in fairly valuing investments
include, as relevant, the portfolio company  ability to make payments, its
estimated earnings and projected discounted cash flows, the nature and
realizable value of any collateral, the financial environment in which the
portfolio company operates, comparisons to securities of similar publicly
traded companies and other relevant factors. Due to the inherent uncertainty
of determining the fair value of investments that do not have a readily
available market value, the fair value of these investments may differ
significantly from the values that would have been used had a ready market
existed for such investments, and any such differences could be material.
                   AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
                        NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 2008 and 2007

Note 2. Significant Accounting Policies (continued)

As part of the fair valuation process, the Audit Committee of the Company
will review the preliminary evaluations prepared by the Investment Advisor
engaged by the Board of Directors, as well as managements valuation
recommendations and the recommendations of the Investment Committee.

Management and the Investment Advisor will respond to the preliminary
evaluation to reflect comments provided by the Audit Committee.  The Audit
Committee will review the final valuation report and managements valuation
recommendations and make a recommendation to the Board of Directors based
on its analysis of the methodologies employed and the various valuation
factors as well as factors that the Investment Advisor and management may
not have included in their evaluation processes.  The Board of Directors
then will evaluate the Audit Committee recommendations and undertake a
similar analysis to determine the fair value of each investment in
the portfolio in good faith.

(c) Realized gains or losses on the sale of investments are calculated using
the specific identification method.

(d) Interest income, adjusted for amortization of premium and accretion of
discount, is recorded on an accrual basis.

(e) Dividend income is recorded on the ex-dividend date.

(f) Loan origination, facility, commitment, consent and other advance fees
received by us on loan agreements or other investments are accreted into
income over the term of the loan.

Federal and State Income Taxes:

The Company has not elected to be treated as, and is not, a regulated
investment company and does not presently intend to comply with the
requirements of the Internal Revenue Code of 1986 (the Code), applicable
to regulated investment companies. A regulated investment company is
required to distribute at least 90% of its investment company taxable
income to shareholders, which the Company does not expect to do for the
foreseeable future. Therefore, the Company must make appropriate provision
for income taxes in accordance with SFAS 109, Accounting for Income Taxes,
using the liability method, which requires the recognition of deferred assets
and liabilities for the expected future tax consequences of temporary
differences between carry amounts and tax basis of assets and
liabilities.  At December 31, 2008 the Company has approximately $255,000
of net operating loss carry-forwards available to affect future taxable
income and has established a valuation allowance equal to the tax benefit of
the net operating loss carry-forwards as realization of the asset is not
assured.  The net operating loss carry-forwards may be limited under the
change of control provisions of the Internal revenue Code, Section 382.



                 AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
                        NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 2008 and 2007

Note 2. Significant Accounting Policies (continued)

The Company applies the provisions of FASB, Interpretation No. 48, or FIN 48,
?Accounting for Uncertainty in Income Taxes ? an Interpretation of FASB
Statement 109.? FIN 48 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more likely than not to be sustained
upon examination by taxing authorities. The amount recognized is measured as
the largest amount of benefit that has a greater than 50% likelihood of being
realized upon ultimate settlement. When applicable, the Company will include
interest and penalties related to uncertain tax positions in income tax
expense.

Dividends and Distributions:

Dividends and distributions to common stockholders will be recorded on the
ex-dividend date. The amount, if any, to be paid as a dividend will be
approved by the board of directors each quarter and will be generally based
upon managements estimates of our earnings for the quarter and our investment
needs. Net realized capital gains, if any, will be reviewed at least
annually as part of any distribution determination.

Cash and Equivalents:

For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.

  Concentrations of Credit Risk:

Financial instruments which potentially expose the Company to
concentrations of credit risk consist principally of cash which is
insured by the FDIC up to balances of $250,000. The Company maintains
its cash in a bank deposit account which, at times, may exceed federally
insured limits. At December 31, 2008, the Company deposits did not
exceed FDIC insured limits. The Company has not experienced any losses
in such accounts and believes it is not exposed to any significant credit
risk on cash and cash equivalents.

  Offering Costs:

Offering costs are expensed as incurred

Consolidation:

As an investment company, the Company will only consolidate subsidiaries which
are also investment companies. At December 31, 2008, the Company did not have
any consolidated subsidiaries.

Financial instruments:
The fair values of all financial instruments approximate their carrying values.
                AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
                        NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 2008 and 2007

Note 2. Significant Accounting Policies (continued)

Recent Accounting Pronouncements

In September 2006, the FASB issued FAS No. 157, Fair Value Measurements, which
establishes a framework for reporting fair value and expands disclosure about
fair value measurements. FAS 157 is effective for our 2008 fiscal year. The
adoption of this statement did not have a material effect on the Company's
financial statements.

In February 2007, the FASB issued FAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities Including an Amendment of FASB
Statement No. 115. FAS 159 permits entities to choose to measure many financial
instruments and certain other items at fair value.  FAS 159 is effective for
fiscal years after November 15, 2007.  The adoption of this statement did not
have a material effect on the Company's financial statements.

In December, 2007, the FASB issued FAS No. 141(R), Business Combinations,
and SFAS No. 160, Accounting and Reporting of Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51. FAS No. 141(R)
is required to be adopted concurrently with SFAS No. 160. These standards are
effective for fiscal years beginning after December 15, 2008 and will apply
prospectively to business combinations completed on or after that date.
Early adoption is prohibited. FAS 141(R) requires changes in accounting for
acquisitions and FAS 160 will change the accounting for minority interests.
The adoption of this statement is not expected to have a material effect on the
Company's financial statements.

In May 2008, the FASB issued FAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles". FAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SEC's approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, "The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles". The adoption of this statement is not expected to have a material
effect on the Company's financial statements.

Note 3. Portfolio Investments

As required by the 1940 Act, we will classify our investments by level of
control. As defined in the 1940 Act, control investments are those where there
is the ability or power to exercise a controlling influence over the management
or policies of a company. Control is generally viewed to exist when a
company or individual owns 25% or more of the voting securities of an investee
company. Affiliated investments and affiliated companies are defined by a
lesser degree of influence and are deemed to exist through ownership of an
amount greater than 5% but less than 25% of the voting securities of the
investee company. The Company currently has no controlled or affiliated
investments.

                AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
                        NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 2008 and 2007

Note 4. Related Party Agreements and Transactions.

Investment Advisory Agreement

The Company has entered into an Investment Advisory Agreement with American
Development & Investment Advisors, LLC (the Investment Advisor) under which the
Investment Advisor, subject to the overall supervision of the board of
directors of the Company, will manage the day-to-day operations of, and provide
investment advisory services to, the Company. American Development & Investment
Advisors, LLC is owned equally by Patrick Donelan and Adam Mayblum.  Mr.
Mayblum and Mr. Donelan are also the equal owners of Enterprise Partners, LLC,
a more than 10 percent Common Stockholder at the end of the year. Mr. Mayblum
also serves as a director of the Company.

For providing these services the Investment Advisor will receive a fee
from the Company, consisting of two components--a base management fee and an
incentive fee. The base management fee will be calculated at an annual rate of
2.00% on the gross assets of the Company (including amounts borrowed). The base
management fee is payable quarterly in arrears based on the average value of
the Company?s gross assets at the end of the two most recently completed
calendar quarters and appropriately adjusted for any share issuances or
repurchases during the current calendar quarter. Base management fees for any
partial month or quarter will be appropriately pro rated.

Under the terms of the original Agreement, the Base Management Fee would not be
lower than $25,000 per month for the first two years of the term of the
Agreement; however, the Investment Advisor agreed with the Company to
eliminate the minimum fee, and the Company amended the Agreement accordingly.

The Amended Investment Advisory Agreement was submitted to the shareholders of
the Company for approval on June 30, 2006.  The common shareholders, other
than Enterprise Partners which abstained, unanimously approved the Amended
Investment Advisory Agreement and the appointment of American Development &
Investment Advisers, LLC as the investment adviser for the Company.

No investment advisory fees have been accrued for the year ended December 31,
2008

Managerial Assistance

As a business development company, we will offer, and provide upon request,
managerial assistance to certain of our portfolio companies. This assistance
could involve monitoring the operations of our portfolio companies,
participating in board and management meetings, consulting with and advising
officers of portfolio companies and providing other organizational and
financial guidance. The Company expects to receive fee income for providing
these services.





                   AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
                        NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 2008 and 2007

Note 5.    Stockholders? Equity (Deficit).

The following table reflects the changes in the stockholders? equity
(deficit) of the Company from December 31, 2006 to December 31, 2008:

                                                                Deficit
           							 Additional  Accumulated
	  	       Common Stock   Preferred Stock   Paid in    from
               Shares    Amount   Shares    Amount  Capital   Inception   Total
               ----------------------------------------------------------------
Balances,
12/31/ 2006   30,150,000  30,150  1,000,000  1,000  45,838  (111,437)  (34,449)
Issuance of
  stock          133,200     133        -      -    39,827        -     39,960
Net loss             -        -         -      -  (104,204) (104,204)       -
             ------------------------------------------------------------------
Balances,
12/31/2007   30,283,200   30,283  1,000,000  1,000  85,665  (215,641)  (98,693)
Issuance of
  stock         124,800     125         -      -    31,075        -     31,200
Conversion of
  preferred   4,000,000   4,000  (1,000,000)(1,000) (3,000)       -         -
Cancellation
  of payable        -        -          -      -    88,424        -     88,424
Net loss            -        -          -      -        -   (39,010)   (39,010)
             ------------------------------------------------------------------
Balances,
12/31/2008   34,408,000  34,408         -      -   202,164 (254,651)   (18,079)
             ==================================================================

In April, 2008, the Series A Convertible Preferred Stock automatically converted
into 4 million shares of common stock, as a result of which, there were then
34,283,200 shares of common stock and no shares of preferred stock issued and
outstanding. A total of 124,800 shares were issued during the second and third
quarters of 2008 for consideration equal to $31,200 to unrelated parties in
private transactions. In addition, an account payable from a related party
totaling $88,424 was contributed to capital during 2008.

Note 6     FINANCIAL HIGHLIGHTS

Financial Highlights

The following is a schedule of financial highlights for the years ended
December 31, 2008 and December 31, 2007:

                            CHANGES IN NET ASSET VALUE
                                                 For the years ended
                                        December 31, 2008  December 31, 2007
                                        ----------------   -----------------
Net asset value at
    beginning of period (1)             $    (0.00326)   $    (0.00114)
Proceeds from stock sales                     0.00103          0.00132
Conversion of preferred stock                 0.00026              -
Cancellation of payable                       0.00257              -
Net investment income                        (0.00113)        (0.00344)
Net unrealized appreciation                         -              -
                                         -------------     --------------
Net asset value, end of period (2)      $    (0.00053)   $    (0.00326)

 (1)  Financial highlights as of December 31, 2008 and December 31, 2007 are
based on 34,283,000 and 30,283,200 common shares outstanding, respectively.
                   AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.
                        NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 2008 and 2007

Note 6.    FINANCIAL HIGHLIGHTS (continued)

 (2)  Total return based on net asset value is based upon the change in net
asset value per share between the opening and ending net asset values per
share in each period. The total return is not annualized.

Note 7  Going Concern

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company?s financial position
and operating results raise substantial doubt about the Company?s ability
to continue as a going concern, as reflected by the accumulated deficit of
$254,641 and recurring net losses. The ability of the Company to continue as a
going concern is dependent upon acquiring suitable portfolio investments and
obtaining additional capital and financing. Management?s plan in this regard
is to acquire portfolio investment operating entities and secure financing
and operating capital. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.





SIGNATURES

	In accordance with section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Report on Form 10-K to be signed on its behalf
by the undersigned, thereto duly authorized individual.

Dated April 14, 2009
					American Development & Investment Fund, Inc.

					      /s/ Robert Hipple
					By....................................
						Robert Hipple,
                                    Former Interim Chief Executive Officer


	In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.


	Name				    Title		                 Date

     /s/ Robert Hipple             Former
............................ Director, and Interim	      April 14, 2009
	 Robert Hipple        Chief Executive Officer

     /s/  David Dallow
............................   Director	            	April 14, 2009
	 David Dallow

    /s/  Adam Mayblum		Director			April 14, 2009
............................
	 Adam Mayblum

     /s/  David Brant       	Director			April 14, 2009
............................
       David Brant

     /s/  John Kelly    	Director				April 14, 2009
............................
	 John Kelly