UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





FORM
10-Q





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





For
the quarterly period ended September 30, 2009


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                                                                                      90-0263041


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





1365 N.
Courtenay Parkway, Suite A


Merritt
Island,
FL                                                                                                  32953


(Address of Principal
Executive
Offices)                                                                                                            (Zip
Code)





(321)-452-9091


(Registrant's
Telephone Number, Including Area Code)





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 and (2) has been subject to such filing


requirements
for the past 90 daysYes [X
]   No  [  ]





Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such
files).    Yes [  ]    
 No [  ]




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]                                 Smaller
reporting company         [ ]





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





The number of shares of the Registrants
Common Stock, $0.001 par value, outstanding as of November 13, 2009, was
36,216,001 shares.








AMERICAN
DEVELOPMENT & INVESTMENT FUND, INC.


FORM
10-Q


SEPTEMBER
30, 2009





TABLE
OF CONTENTS


PAGE
NO.


PART
      I.  FINANCIAL INFORMATIONItem
      1.   Financial StatementsBalance
      Sheets as of September 30, 2009 and December 31, 2008
            F-1Schedule
      of Investments as of September 30, 2009
            F-2Statements
      of Operations for the three and nine month periods ended September 30,
      2009 and 2008
            F-3Statements
      of Changes in Net Assets for September 20, 2009 and December 31,
      2008
            F-4Statements
      of Cash Flows for the nine month periods ended September 30, 2009 and
      2008
            F-5Notes
      to Financial Statements
            F-5Item
      2.  Management Discussion and Analysis of Financial
      Condition  and Results of Operations
            2Item
      3.  Quantitative and Qualitative Disclosures about Market
      Risk
            6Item
      4.  Controls and Procedures
            6PART
      II.  OTHER INFORMATION
            7Item
      1.  Legal Proceedings
            7Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds
            7Item
      3.  Defaults Upon Senior Securities
            7Item
      4.  Submission of Matters to a Vote of Security
      Holders
            7Item
      5.  Other Information
            8Item
      6.  Exhibits and Reports on Form 8-K
            8Signatures
            9

















PART
I.


ITEM 1. FINANCIAL
INFORMATION





AMERICAN
DEVELOPMENT & INVESTMENT FUND, INC.


BALANCE
SHEETS





September
      30
            
            December
      312009
            
            2008(Unaudited)
            
            (Audited)ASSETSInvestments
      in portfolio companies-at fair value
            $
            --
            $
            --Current
      assets:Cash
      and cash equivalents
            
            20,115
            
            447Total
      current assets
            
            20,115
            
            447Other
      assets
            
            --
            
            --Total
      assets
            $
            20,115
            $
            447LIABILITIES
      AND STOCKHOLDERS’ EQUITYLiabilitiesCurrent
      liabilities;Accounts
      payable
            $
            28,120
            $
            14,976Accrued
      interest
            
            1,646
            
            --Accrued
      officers’ salaries
            
            463,750
            
            --Accrued
      payroll taxes
            
            33,594
            
            --Note
      payable
            
            25,000
            
            --Due
      to affiliate
            
            3,550
            
            3,550Total
      current liabilities
            
            555,660
            
            18,526Long
      term liabilities:
            
            --
            
            --Total
      liabilities
            
            555,660
            
            18,526STOCKHOLDERS’
      EQUITYCommon
      stock, $0.001 par value, 150,000,000 shares authorized,
      36,049,334and
      34,408,000 shares issued at September 30, 2009 and December 31,
      2008
            
            36,049
            
            34,408Additional
      paid-in capital
            
            446,723
            
            202,164Retained
      earnings (accumulated loss)
            
            (1,018,317)
            
            (254,651)Total
      stockholders’ equity
            
            (535,544)
            
            (18,079)TOTAL
      LIABILITIES AND STOCK HOLDERS’ EQUITY
            $
            20,115
            $
            447Net
      asset value per common share
            $
            (0.0149)
            $
            --

















See
accompanying notes to financial statements.


F-1





AMERICAN
DEVELOPMENT & INVESTMENT FUND, INC.


SCHEDULE
OF INVESTMENTS


(UNAUDITED)


September
30, 2009








Portfolio
      Investment
            Industry
            Amount
      or number
            Cost
            Fair
      value
            %
      of net assets--
            --
            --
            $                --
            $                  --
            --








F-2


AMERICAN
DEVELOPMENT & INVESTMENT FUND, INC.


STATEMENTS
OF OPERATIONS


(UNAUDITED)





For
      the three months ended
            For
      the nine months endedSeptember
      30,
            September
      302009                       2008
            2009                         2008INVESTMENT
      INCOME
            $
            
            $
            
            $
            
            $Portfolio investment
      interest
            
            --
            
            --
            
            --
            
            --TOTAL
      INCOME
            $
            --
            $
            --
            $
            --
            $
            --EXPENSESInvestment
      advisory fees
            $
            --
            $
            --
            $
            --
            $
            --General
      and administrative:Bank
      fees
            
            438
            
            150
            
            521Consulting
      fees
            
            34,500
            
            --
            
            65,750
            
            22,500Officer
      salaries
            
            206,250
            
            
            
            633,750
            
            --Other
      expenses
            
            --
            
            --
            
            1,530
            
            562Payroll
      taxes
            
            --
            
            --
            
            33,594
            
            --Professional  fee
      expenses
            
            12,583
            
            --
            
            18,166
            
            5,583Rent
            
            1,650
            
            550
            
            4,400
            
            3,550Travel
            
            4,309
            
            --
            
            4,309
            
            --Total
      expenses
            
            259,730
            
            700
            
            762,020
            
            32,195INCOME
      (LOSS) FROM OPERATIONS
            $
            (259,730)
            $
            (700)
            $
            (762,020)
            $
            (32,195)Other
      income and expenses:
            
            
            
            
            
            
            
            --Interest
      expenses
            
            750
            
            --
            
            1,646
            
            --Total
      other income and expenses
            
            (750)
            
            (700)
            
            (1,646)
            
            --NET
      INCOME (LOSS) BEFORE
              INCOME
      TAX
            $
            (260,480)
            $
            (700)
            $
            (763,666)
            $
            (32,195)Provision
      for income tax
            
            --
            
            --
            
            --
            
            --NET
      INCOME (LOSS)
            $
            (260,480)
            $
            (700)
            $
            (763,666)
            $
            (32,195)Net
      loss per share- basic and diluted
            $
            (0.01)
            $
            --
            $
            (0.02)
            $
            --Weighted
      average common shares outstandingBasic
            
            35,645,045
            
            34,407,600
            
            34,834,599
            
            34,375,477Diluted
            
            35,645,045
            
            34,407,600
            
            34,834,599
            
            34,375,477























See
accompanying notes to financial statements.


F-3





AMERICAN
DEVELOPMENT & INVESTMENT FUND, INC.


STATEMENTS
OF CHANGES IN NET ASSETS


(UNAUDITED)


Nine months ended
              September 30,
      2009
              (unaudited)
            Year
      ended
              December
      31, 2008Increase
      (Decrease) in net assets from operations:Net
      investment (loss)
            $
            (763,666)
            $
            (39,010)Net
      decrease in net assets from operations
            
            (763,666)
            
            (39,010)Capital
      share transactions:Proceeds
      from shares sold
            
            246,200
            $
            31,200Capital
      contribution from  cancellation of accounts
    payable
            
            ---
            
            88,424567,97Net
      increase in net assets from capital share transactions
            $
            246,200
            $
            119,624Total
      increase (decrease) in net assets:
            
            (517,466)
            $
            80,614Net
      assets at beginning of period
            
            (18,079)
            
            (98,693)Net
      assets at end of period
            $
            (535,545)
            $
            (18,079)Capital
      share activityShares
      sold
            
            1,641,334
            
            124,800Net
      increase in capital share activity
            
            1,641,334
            
            124,800














































































































See
accompanying notes to financial statements.


F-4


AMERICAN
DEVELOPMENT & INVESTMENT FUND, INC.


STATEMENTS
OF CASH FLOWS


(UNAUDITED)


ended
September 30,
 2009                     2008





CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Loss
            $
            (763,666)
            $
            (32,195)Adjustments
      to reconcile net loss to net cash used by operations:Increase
      (decrease) in:Accounts
      payable and accrued expenses
            
            13,144
            
            8,633Accrued
      interest
            
            1,646
            
            --Accrued
      officers’ salaries
            
            463,750
            
            --Accrued
      payroll taxes
            
            33,594
            
            --Due  to
      affiliate
            
            --
            
            (4,400)NET
      CASH USED BY OPERATING ACTIVITIES
            
            (251,532)
            
            (27,962)CASH
      FLOWS FROM INVESTING ACTIVITIES--
            
            --NET
      CASH USED BY INVESTING ACTIVITIES
            
            --
            
            --CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of common stock for cash
            
            246,200
            
            31,200Proceeds
      from notes
            
            25,000
            
            --NET
      CASH FROM FINANCING ACTIVITIES
            
            271,200
            
            31,200NET
      CASH INCREASE FOR PERIOD
            $
            19,668
            $
            3,238CASH
      AT BEGINNING OF PERIOD
            $
            447
            $
            (41)CASH
      AT END OF PERIOD
            $
            20,115
            $
            3,197NON-CASH
      ACTIVITIES:Accounts
      payable contributed as capital
            $
            --
            $
            87,350SUPPLEMENTAL
      DISCLOSURES:Interest
      paid
            $
            --
            $
            --Income
      taxes paid
            $
            --
            $
            --









































See
accompanying notes to financial statements.


AMERICAN
DEVELOPMENT & INVESTMENT FUND, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009


(unaudited)





NOTE
1. ORGANIZATION AND INTERIM FINANCIAL STATEMENTS





American
Development & Investment Fund, Inc. (American Development or the Company), a
Nevada corporation, was organized in February, 1997 and 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.  As a BDC, the Company is subject to the normal financial
reporting requirements of Regulation S-X issued by the SEC, including Section 6
thereof applicable to regulated investment companies.





The
Company does not intend to focus on any primary investment market, and expects
to invest, under normal circumstances, at least 80 percent of its net assets in
qualified portfolio companies in emerging growth markets. At September 30, 2009,
the Company had not yet invested in any portfolio companies. The Company expects
to concentrate on making investments in companies having annual revenues of less
than $250 million and in transaction sizes of less than $25 million. In most
cases, these companies will be privately held or will have thinly traded public
equity.





The
accompanying financial statements are un-audited and have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and the instructions to Form 10-Q,
including Regulation S-X. Accordingly, certain information and footnote
disclosures normally included in audited financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been omitted pursuant to such rules and
regulations.  These financial statements should be read in conjunction
with the audited financial statements that were included in the Form 10-K filed
by the Company for the year ended December 31, 2008. 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, 2009)(the Audit Guide).





Operating
results for the interim periods presented are not necessarily indicative of the
results to be expected for a full year


F-6





AMERICAN
DEVELOPMENT & INVESTMENT FUND, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009


(unaudited)





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 which will be consistently applied
by the Company and are based on Chapter 7 of the Audit Guide, as modified by
Appendix A:





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’s 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


F-7


AMERICAN
DEVELOPMENT & INVESTMENT FUND, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009


(unaudited)





NOTE
2. SIGNIFICANT ACCOUNTING POLICIES(continued)





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.





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 management's 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 September 30, 2009, the Company has approximately
$1,018,000


F-8


AMERICAN
DEVELOPMENT & INVESTMENT FUND, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009


(unaudited)





NOTE
2. SIGNIFICANT ACCOUNTING POLICIES(continued)





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.





The
Company applies the provisions of the accounting standards for the Accounting
for Uncertainty in Income Taxes, which 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.





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 management’s estimate
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.





Consolidation:





As an
investment company, the Company will only consolidate subsidiaries which are
also investment companies. At September 30, 2009, the Company did not have any
consolidated subsidiaries.





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, among other things, 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 from each portfolio company.





F-9





AMERICAN
DEVELOPMENT & INVESTMENT FUND, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009


(unaudited)





NOTE
2. SIGNIFICANT ACCOUNTING POLICIES(continued)





Custodial
Agreements





Rule
17f-1(c) issued under the Investment Company Act of 1940 provides that if a
registered investment company shall place or maintain any of its investment
securities in the custody of a member of a national securities exchange, then it
may do so only pursuant to a written contract approved by its Board of Directors
and containing certain required provisions.  The Company, as a BDC, is
not a registered investment company and in any event has no securities placed or
maintained with such a member.  Therefore, the Company does not have
and has not filed, such an agreement with the SEC.





Fidelity
Bond





Rule
17g-1 issued under the Investment Company Act of 1940 provides that a registered
investment company must provide and maintain a fidelity bond against larceny or
embezzlement by each officer or employee of the company who may have access to
securities or funds of the company, directly or indirectly. The Company had no
securities and minimal cash as of September 30, 2009, and no employees who have
access to funds or securities of the Company.  Management will
obtain any required fidelity bond as and when required by the rules applicable
to the Company as a BDC.





Fair
Value of Measurements





The
Company follows accounting guidance relating to fair value measurements. This
guidance establishes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value into three levels as
follows:





Level 1 – quoted
prices (unadjusted) in active markets for identical assets or liabilities that
the Company has the ability to access as of the measurement date.





Level 2 – inputs
other than quoted prices included within Level 1 that are directly observable
for the asset or liability or indirectly observable through corroboration with
observable market data.





Level 3 –
unobservable inputs for the asset or liability only used when there is little,
if any, market activity for the asset or liability at the measurement
date.





The asset
or liability’s fair value measurement level within the fair value hierarchy is
based on the lowest level of any input that is significant to the fair
measurement. Valuation techniques used need to maximize the use of observable
inputs and minimize the unobservable inputs.







AMERICAN
DEVELOPMENT & INVESTMENT FUND, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009


(unaudited)





NOTE
2. SIGNIFICANT ACCOUNTING POLICIES(continued)





The fair
value of the Company’s notes payable approximates carrying value and is based on
Level 2 inputs.





Recent
Accounting Pronouncements





In
June 2009, the FASB issued the FASB Accounting Standards CodificationTM and
the Hierarchy of Generally Accepted Accounting Principles (the “Codification”).
The Codification became the single official source of authoritative,
nongovernmental U.S. generally accepted accounting principles (“GAAP”). The
Codification did not change GAAP but reorganizes the literature. The
Codification is effective for interim and annual periods ending after
September 15, 2009, and the Company adopted the Codification during the
three months ended September 30, 2009.





In
August 2009, the FASB issued authoritative guidance regarding accounting
and disclosures related to the fair value measurement of liabilities.  The
new guidance establishes valuation techniques in circumstances in which a quoted
price in an active market for the identical liability is not available. 
Additionally, it clarifies appropriate valuation techniques when restrictions
exist that prevent the transfer of liabilities measured at fair value. 
Finally, it provides further guidance on the classification of liabilities
measured at fair value within the fair value hierarchy.  The new guidance
is effective for interim periods ending after August 26, 2009.  The
adoption of the guidance did not have a material impact on the Company’s results
of operations or financial position.





In
May 2009, the FASB issued authoritative guidance on subsequent events. This
guidance establishes general standards of accounting for and disclosures of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. This guidance is effective for interim
or annual financial periods ending after June 15, 2009. The adoption of the
guidance did not have an impact on the Company’s  results of operations or
financial position.





In
April 2009, the FASB issued guidance regarding the determination of fair
value when the volume and level of activity for an asset or liability have
significantly decreased and identifying transactions that are not orderly. 
The new guidance provides for estimating fair value when the volume and level of
activity for an asset or liability have significantly decreased in relation to
normal market activity.  Additionally, the new guidance identifies
circumstances that indicate a transaction is not orderly. The new guidance
requires interim disclosures of the inputs and valuation techniques used to
measure fair value reflecting changes in the valuation techniques and related
inputs.   The guidance is effective for interim and annual reporting
periods ending after June 15, 2009, and is to be applied
prospectively.  The adoption of the guidance did not have a material impact
on the Company’s results of operations or financial position.









AMERICAN
DEVELOPMENT & INVESTMENT FUND, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009


(unaudited)





NOTE
2. SIGNIFICANT ACCOUNTING POLICIES(continued)





In
April 2009, the FASB issued guidance requiring companies to disclose
information about fair value of financial instruments not measured on
the


balance
sheet at fair value in interim financial statements as well as in annual
financial statements.  Prior to this guidance, fair value for these assets
and liabilities was only disclosed annually.  The guidance requires
all entities to disclose the methods and significant assumptions used to
estimate the fair value of financial instruments.  The new guidance is
effective for interim periods ending after June 15, 2009.  In periods
after initial adoption, the guidance requires comparative disclosures only for
periods ending after initial adoption.  The adoption of the new
guidance did not have a material impact on the Company’s results of operations
or financial position.





In
September 2009, the FASB issued Accounting Standards Update No. 2009-12, Investments in Certain Entities That
Calculate Net Asset Value per  Share (or Its Equivalent)(“ASU
2009-12”), which provides amendments to ASC Subtopic 820-10, for the fair value
measurement of investments in certain entities that calculate net asset value
per share (or its equivalent).  ASU 2009-12 permits a reporting entity
to measure the fair value of an investment that is within its scope on the basis
of the net asset value per share of the investment (or its equivalent) if the
net asset value of the investment (or its equivalent) is calculated in a manner
consistent with the measurement principles of ASC 820.  ASU 2009-12 is
effective for interim and annual periods ending after December 15, 2009, and its
adoption is not expected to impact Company’s financial condition, results of
operations or cash flows.





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.





Note 4.
Related Party Agreements and Transactions





The
Company entered into an Investment Advisory Agreement with American Development
Fund Advisors LLC (the Investment Advisor) under which the Investment Advisor,
subject to the overall supervision of the board of directors of the Company, is
to provide investment advisory services to the Company. American Development
Fund Advisors, LLC is owned equally by Patrick Donelan and Adam
Mayblum.  Mr. Mayblum and Mr. Donelan now officers of the
Company.  Mr.


F-12


AMERICAN
DEVELOPMENT & INVESTMENT FUND, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009


(unaudited)





NOTE 4. RELATED PARTY AGREEMENTS AND
TRANSACTIONS(continued)





Mayblum
also serves as a director of the Company.  Mr. Mayblum and Mr. Donelan
agreed in June 2009 to transfer one-third interest in the investment advisory to
Gary Lewis, who now serves as the Chairman 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.





The
current investment advisory agreement was approved by the Board of Directors in
March 2006 and was approved by the shareholders in July 2006.  The
investment advisory agreement had an initial term of two years, but was subject
to annual review and approval by the Board of Directors of the Company as
required by the Investment Company Act of 1940. The Agreement was reviewed in
September 2008 by the Board of Directors and the Board approved a new investment
advisory agreement, but no shareholder action has been taken on the proposed
amended agreement.





No
investment advisory fees have been earned or accrued for the
quarter.





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, among other things, 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.





NOTE
5.    STOCKHOLDERS’ EQUITY.





A total
of 1,134,666 common shares were issued by the Company during the quarter ended
September 30, 2009 at $0.15 per share for a total of
$170,200.  Subsequent to September 30, 2009, 166,667 common shares
were issued at $0.15 per share for a total of $25,000.





F-13





AMERICAN
DEVELOPMENT & INVESTMENT FUND, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009


(unaudited)


NOTE
6.    FINANCIAL HIGHLIGHTS





The
following is a schedule of financial highlights for the three months ended
September 30, 2009 and for the twelve months ended December 31,
2008:





CHANGES IN NET ASSET
VALUE


For
      the
            
            For
      theThree
      months ended
            
            Twelve
      months endedSeptember
      30, 2009
            
            December
      31, 2009Net
      asset value at beginning of period (1)
            $
            (0.00053)
            $
            (0.00326)Proceeds
      from common stock
            
            0.00690
            
            0.00103Conversion
      of preferred stock
            
            --
            
            0.00026Cancellation
      of account payable
            
            --
            
            0.00257Net
      investment income (loss)
            
            (0.02184)
            
            (0.00113)Net
      asset value at end of period (2)
            $
            (0.01547)
            $
            (0.00053)





(1)  Financial
highlights as of September 30, 2009 and December 31, 2008 are based on
36,049,334 and 32,880,000 fully diluted common shares outstanding,
respectively.





(2)  The
changes in net asset value during the period ended September 30, 2009 result in
insignificant changes, (measured in the thousandths or smaller increments)and
therefore are not deemed to be material.





Convertible
Notes Payable and Shareholder Advances





On March
10, 2009, the Company issued to an existing, otherwise non-affiliate,
shareholder a convertible promissory note in the aggregate principal amount of
$25,000. The note bears interest at 12% per annum. All principal and interest
are due September 30, 2009 and are convertible, in full or in part, at the
option of the holder into shares of the Company’s common stock at a conversion
price of $0.15 per share at or before maturity. The note is currently past
due.





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 $1,018,317 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.


F-14





AMERICAN
DEVELOPMENT & INVESTMENT FUND, INC.


NOTES
TO FINANCIAL STATEMENTS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009


(unaudited)





NOTE
8  SUBSEQUENT EVENTS





Management
has evaluated the effect that subsequent events would have on the financial
statements through the date these financial statements were issued on November
13, 2009 and has concluded that there are no such subsequent events which would
have a material effect on these financial statements.





F-15


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





This
quarterly report on Form 10-Q 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 quarterly report represent our
estimates as of the date of this quarterly report. We specifically disclaim any
obligation to update these forward-looking statements in the future. Some of the
statements in this quarterly report constitute forward-looking statements, which
relate to future events or our future performance or financial condition. Such
forward-looking statements contained in this quarterly 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-Q, as well as the risk factors
included in our Form 10-K filed for the year ended December 31,
2008.





Overview





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





Effective
March 20, 2006, we 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.





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% of net assets in qualified portfolio
companies.





We intend
to invest in companies in emerging markets and industries, most of which will
have relatively short operating histories. We do not currently intend to invest
in companies which may be considered as start-up companies, due to the increased
risk involved. The companies in which we invest are and will be subject to all
of the business risk and uncertainties associated with any growing 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 September 30, 2009, we had not yet
completed any portfolio or other investments but have signed a letter of intent
to acquire Mid Florida Imaging as a  portfolio investment and are
negotiating to acquire interests in other possible investments.





Critical
Accounting Policies





In
determining the fair value of our investments, the Audit Committee will consider
valuations from our Investment Advisor, from our Investment Committee and from
management.





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, among other things, 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 from each portfolio company.





Custodial
Agreements





Rule
17f-1(c) issued under the Investment Company Act of 1940 provides that if a
registered investment company shall place or maintain any of its investment
securities in the custody of a member of a national securities exchange, then it
may do so only pursuant to a written contract approved by its Board of Directors
and containing certain required provisions.  The Company, as a BDC, is
not a registered investment company and in any event has no securities placed
or aintained
with such a member.  Therefore, the Company does not have and has not
filed, such an agreement with the SEC.





Fidelity
Bond





Rule
17g-1 issued under the Investment Company Act of 1940 provides that a registered
investment company must provide and maintain a fidelity bond against larceny or
embezzlement by each officer or employee of the company who may have access to
securities or funds of the company, directly or indirectly. The Company has no
securities and minimal cash as of September 30, 2009.  Management will
obtain any required fidelity bond as and when required by the rules applicable
to the Company as a BDC.





Compliance
Procedures





Rule
38a-1 issued under the 40 Act requires a business development company to adopt
and implement written policies and procedures reasonably designed to prevent
violations of the federal securities laws by the company, including policies and
procedures that provide for the oversight of compliance by each investment
adviser, principal underwriter, administrator, and transfer agent of the fund.
The Company has not yet adopted or implemented these procedures but is in the
process of doing so, and expects to have the compliance policies and procedures
implemented by the end of the second quarter. Also, the Company currently has no
principal underwriter or administrator.





Rule
38a-1 also requires that the Company appoint a Chief Compliance Officer to
oversee the compliance with the written policies and procedures and to report
periodically to the Company and its Board of Directors.  The Company
has maintained a consulting agreement to obtain necessary compliance services to
date and expects to name a Chief Compliance Officer no later than September 30,
2009.





Results
of Operations





For the
quarter ended September 30, 2009, we incurred bank fees of $438, consulting
expenses of $34,500, rent expense of $1,650, professional fees of $12,583,
officers’ salaries of $206,250 and travel expenses of $4,309, compared to
consulting expenses of $0, rent expense of $550, and other expenses of $150 for
the quarter ended September 30, 2008.





For the
nine months ended September 30, 2009, we incurred bank fees of $521, consulting
expenses of $65,750, rent expense of $4,400, professional fees of $18,166,
officers’ salaries of $633,750, other expenses of $1,530, payroll taxes of
$33,594 and travel expenses of $4,309, compared to consulting expenses of
$22,500, rent expense of $3,550, professional fees of $5,583 and no officers’
salaries or payroll taxes for the nine months ended September 30,
2008.





Effective
January 1, 2009, we entered into employment agreements with our three principal
officers, calling for annual salaries of $325,000, $250,000 and $250,000 to
commence when the Company is adequately funded.  Pending such funding,
the Company has paid consulting amounts of $15,000 each per month, or a total of
$125,000, in lieu of employment payments during the quarter. A total of $81,250
in salaries were accrued as a result during the quarter ended September 30,
2009.





Our total
expenses were $260,480 for the quarter ended September 30, 2009 and $700 for the
quarter ended September 30, 2008. We had no income reported for either
quarter.  Our total expenses were $763,666 for the nine months ended
September 30, 2009 compared to $32,195 for the nine months ended September 30,
2008.





Financial
Highlights





Financial
highlights of the Company for the period ending September 30, 2009 are included
in Footnote 6 to our Financial Statements.




Investment
Activity





We have
not yet engaged in any portfolio investments and have not yet raised significant
capital to be employed in our proposed investment activities. During the year
ended December 31, 2008, we engaged in substantial negotiations and due
diligence and signed three investment agreements to acquire controlling
interests in three active Internet based businesses.  However, due to
the worsening
economic situation, the difficulty in raising acquisition capital, and other
factors, all three investments were abandoned in December, 2008, after having
been reviewed and recommended by our Investment Committee and our Investment
Adviser, and approved by our full Board of Directors.





As of the
date of this report, the Company has entered into an understanding for the
acquisition of a company in the healthcare field and also is in negotiations to
acquire an unrelated company in the Internet distribution market.





Long-Term
Portfolio Investments





There
were no portfolio investments made during the three months ended September 30,
2009.





Investment
Income





We expect
to generate revenue in the form of interest income on any 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. We also expect to receive fee income
from providing management services to our portfolio companies. 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. Our business model,


however,
is to invest primarily in equity securities of our portfolio companies and to
maintain a minimal level of debt investment. We do not plan to engage in any
form of leveraged investment for the foreseeable future, and will not engage in
any co-investment transactions with any affiliated persons.





We expect
to acquire minority or majority equity interests in our portfolio companies,
which may pay cash or in-kind dividends on a recurring or otherwise negotiated
basis. In addition, we may generate revenue in other forms including commitment,
origination, structuring or due diligence fees, and possibly consultation fees.
Any such fees generated in connection with our investments will be
recognized as earned. We earned no investment income during the quarter ended
September 30, 2009.





Operating
Expenses





Our
primary operating expenses consist of consulting, and other operating and
overhead-related expenses, including salaries owed to our executive officers.
Operating expenses totaled $260,480 for the quarter ended September 30, 2009 as
compared to $700 for the quarter ended September 30, 2008.





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





Our net
investment income (loss) totaled $(260,480) for the quarter ended September 30,
2009 compared to $(700) for the quarter ended September 30, 2008 and $(39,010)
for the year ended December 31, 2008. Net unrealized appreciation totaled $0 for
the quarter ended September 30, 2009 compared to $0 for the quarter ended
September 30, 2008 and $0 for the year ended December 31, 2008. To date, we have
generated no cash flows from operations.





Financial
Condition, Liquidity and Capital Resources





In March
2009, we borrowed $25,000 from an existing, otherwise non-affiliated shareholder
payable on or before September 30, 2009 at 12 percent interest, which was
convertible into common stock at the election of the holder at $0.15 per share
until maturity.  The note is now past due.





In the
future, we may fund a securities or secondary offering 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.





The
ability of the Company to continue as a going concern is dependent upon
acquiring suitable portfolio investments and on obtaining additional capital and
financing.





Risk
Factors





In
addition to the other information set forth in this report, you should carefully
consider the factors discussed in Part I, Item 1A. Risk Factors in our Annual
Report on Form 10-K for the year ended December 31, 2008, which could materially
affect our business, financial condition or future results. The risks described
in our Annual Report on Form 10-K are not the only risks facing our Company.
Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial also may materially adversely affect our
business, financial condition and/or operating results.





Item 3.
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 three months ended September 30, 2009 and
the twelve months ended December 31, 2008, we did not engage in any hedging
activities.





Item 4.
Controls and Procedures.





As of the
end of the period covered by this report, the Company carried out an evaluation,
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures (as defined
in Rule 13a-15 of the Securities Exchange Act of 1934). Based on
that evaluation, as of September 30, 2009, the Chief Executive Officer and the
Chief Financial Officer have concluded that our current disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company that is required to be disclosed by the Company in the
reports it files or submits under the Securities Exchange Act of 1934.





Internal
Control Over Financial Reporting





Our
management, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, is responsible for establishing
and maintaining adequate internal control over financial reporting, as such
responsibility is defined in Rule 13a-15(f) of the Securities Exchange Act of
1934, and for performing an assessment of the effectiveness of internal control of
financial reporting. Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Our internal control
over financial reporting includes those policies and procedures that (i) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company; (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of assets that
could have a material effect on the financial statements. Internal control over
financial reporting cannot provide absolute assurance of achieving financial
reporting objectives because of its inherent limitations. Internal control over
financial reporting is a process that involves human diligence and compliance
and is subject to lapses in judgment and breakdowns resulting
from human failures. Internal control over financial reporting also can be
circumvented by collusion or improper management override. Because of such
limitations, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting.
However, these inherent limitations are known features of the financial
reporting process. Therefore, it is possible to design into the process
safeguards to reduce, though not eliminate, this risk.





There
have been no changes in our internal controls over financial reporting that
occurred during the three months ended September 30, 2009 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.





PART II.
OTHER INFORMATION





Item 1.
Legal Proceedings.





The
Company is not a defendant in any legal action arising out of its activities. We
are not aware of any other material pending legal proceeding, and no such
material proceedings are known to be contemplated, to which we are a party or of
which any of our property is subject.





Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.





A total
of 1,134,666 common shares were issued by the Company during the quarter ended
September 30, 2009 at $0.15 per share for a total of
$170,200.  Subsequent to September 30, 2009, the Company issued
166,667 common shares at $0.15 per share for a total of $25,000.





As a
result, there were 36,049,334 common shares issued as of September 30, 2009 and
no shares of preferred stock issued at September 30, 2009.





Item 3.
Defaults Upon Senior Securities.





The
Company is not in default on any senior securities, although an unsecured
promissory note issued to a shareholder is past due as of September 30,
2009.





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





None





Item 5.
Other Information.





On August
1, 2009, Roger Tannery has assumed the position of principal accounting officer
of the Company as a part-time, non-employee consultant under the existing
consulting agreement with CF Consulting, LLC.





Item 6.
Exhibits





Exhibit              Description
of Exhibit





31                  Certification
of Chief Executive Officer pursuant to Rule 13a-


14(a)/15d-14(a)





31.1                  Certification
of principal financial officer pursuant to Rule 13a-


14(a)/15d-14(a)





32                  Certification
of Chief Executive and Financial Officers


pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002,


18
U.S.C. 1350








SIGNATURES








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





_/s/__Gary D.
Lewis____                November
13, 2009


Gary D.
Lewis


Chairman