**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****June 30****, 200****9**

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 (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)

(321)-452-9091        (Registrants 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 (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 whether the Registrant is an accelerated filer        (as defined by Rule 12b-2 of the Act). Yes [ ] No [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 ]                      The number of shares of the Registrants Common Stock, $0.001 par        value, outstanding as of August 1, 2009, was 35,648,668 shares.         

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TABLE OF CONTENTS        PAGE NO.                 PART I. FINANCIAL INFORMATION        Item 1. Financial Statements        Balance Sheets as of June 30, 2009 and December 31, 2008 F-1

Schedule of Investments as of June 30, 2009 F-2

Statements of Operations for the three month periods ended        June 30, 2009 and 2008 F-3

Statements of Operations for the six month periods ended        June 30, 2009 and 2008 F-4

Statements of Cash Flows for the six month periods ended        June 30, 2009 and 2008 F-5                 Notes to Financial Statements F-6                 Item 2. Management Discussion and Analysis of Financial Condition        and Results of Operations 3        Item 3. Quantitative and Qualitative Disclosures about Market Risk 8                 Item 4. Controls and Procedures 8                 PART II. OTHER INFORMATION 9                 Item 1. Legal Proceedings 9                 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 9                 Item 3. Defaults Upon Senior Securities 9                 Item 4. Submission of Matters to a Vote of Security Holders 9                 Item 5. Other Information 9                 Item 6. Exhibits and Reports on Form 8-K 9                 Signatures 10                                                                        

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PART I. FINANCIAL INFORMATION        Item 1. Financial Statements.        AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.        BALANCE SHEETS        June 30, 2009 December 31, 2008        (unaudited)        --------------- -----------------        Assets:        Cash and cash equivalents $ 60,978 $ 447        ------------ ------------        Total Current Assets 60,978 447        Other Assets        Investments in Portfolio Companies - -        ------------ ------------        Total Other Assets - -        ------------ ------------

Total Assets $ 60,978 $ 447

============ ============        Liabilities and Stockholders’        Equity (Deficit)        Accounts payable $ 30,703 $ 14,976

Accrued interest 896 -

Due to affiliate 3,550 3,550

Accrued salaries 382,500 -        Accrued payroll taxes 33,594 -

Due to shareholders 30,000 -

Note payable 25,000 -

------------ ------------        Total Short term Liabilities 506,243 18,526                 Long term Liabilities: - -        ------------ -------------        Total Liabilities 506,243 18,526        ------------ -------------        Commitments and contingencies        Stockholders’ Equity (Deficit):        Common stock, par value $0.001        authorized 150,000,000 shares,        issued 34,914,668 and 34,408,000 at        June 30, 2009 and December 31, 2008 34,915 34,408        Convertible preferred stock, par value        $0.001, authorized 5,000,000 shares,        None issued - -        Additional paid-in capital 277,657 202,164        Accumulated deficit (757,837) (254,651)        ----------- ------------        Total Stockholders’(Deficit): (445,265) (18,079)        ----------- ------------        Total Liabilities and        Stockholders’ Equity (Deficit): $ 60,978 $ 447        =========== ============        Net Asset value per common share $ (0.01296) $ (0.00053)

The accompanying notes are an integral part of these financial statements.                          AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.        SCHEDULE OF INVESTMENTS (unaudited)        June 30, 2009                          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 three months ended        June 30, 2009 June 30, 2008        (unaudited) (unaudited)        -------------- ---------------        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 expenses 12,500 -        Officer salaries 221,250 -

Payroll taxes 16,797 -

Rent expense 1,100 1,100        Professional fees 5,583 5,583

Transfer agent fees 620 -

Other expenses 979 453

---------- ----------        Total operating costs 258,829 7,136        ---------- ----------        Net investment loss (258,829) (7,136)        ---------- ----------        Net realized income from        disposal of investments - -        Net unrealized appreciation        in investments - -        ---------- ----------        Net decrease in stockholders’        equity resulting from        operations $ (258,829) $ (7,136)        ========== ==========        Basic and diluted net decrease        in stockholder equity per        common share resulting from        operations $ (0.00751) $ (0.00021)        ========== ===========        Weighted number of common shares        outstanding-basic 34,449,319 34,407,600        =========== ===========        Weighted number of common shares        outstanding-diluted 34,449,319 34,407,600        =========== ===========         

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

AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.        STATEMENTS OF OPERATIONS

For the six months ended        June 30, 2009 June 30, 2008        (unaudited) (unaudited)        -------------- ---------------        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 expenses 31,250 22,500        Officer salaries 427,500 -        Payroll taxes 33,594 -        Rent expense 2,750 3,000        Professional fees 5,583 5,583        Transfer agent fees 1,530 -

Other expenses 979 412

---------- ----------        Total operating costs 503,186 31,495        ---------- ----------        Net investment loss (503,186) (31,495)        ---------- ----------        Net realized income from        disposal of investments - -        Net unrealized appreciation        in investments - -        ---------- ----------        Net decrease in stockholders’        equity resulting from        operations $ (503,186) $ (31,495)        ========== ==========        Basic and diluted net decrease        in stockholder equity per        common share resulting from        operations $ (0.01461) $(0.00092)        ========== ===========        Weighted number of common shares        outstanding-basic 34,449,319 34,407,600        =========== ===========        Weighted number of common shares        outstanding-diluted 34,449,319 34,407,600        =========== ===========         

The accompanying notes are an integral part of these financial statements.        AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.

F-1

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STATEMENT OF CASH FLOWS        FOR THE SIX MONTHS ENDED        JUNE 30, 2009 and 2008        (unaudited)        For the six months ended        June 30, 2009 June 30, 2008        (unaudited) (unaudited)        ----------------- ----------------        Cash flows from operating activities:                 Net decrease in stockholders’ equity        from operations $ (503,186) $ (31,495)        Adjustments to reconcile net decrease        in stockholders equity from        operations to net cash provided        (used)in operating activities:                 Increase in accounts payable 15,727 8,633        Accrued interest 896 -        Decrease in amounts due affiliate - (4,400)        Accrued officer salaries 382,500 -

Accrued payroll taxes 33,594 -

------------ -----------        Net cash used in operating activities (70,469) (27,262)

Cash flows from financing activities:         

Issue of common stock 76,000 31,100

Note payable 25,000 -

Shareholder advance 30,000

------------ -----------        Net cash provided by financing activities 131,000 31,100        ------------ -----------

Net increase (decrease) in cash 60,531 3,838        Cash, beginning of period 447 (41)        ------------ -----------        Cash, end of period $ 60,978 $ 3,797)        ============ ===========                  

Supplemental disclosures:

Cash for interest $ - $ -        Cash paid for taxes $ - $ -

Significant non-cash transaction:

Accounts payable contributed to capital $ - $ 87,350        ============ ===========

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

AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.        NOTES TO FINANCIAL STATEMENTS        FOR THE SIX MONTHS ENDED JUNE 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 also is subject to the normal

financial reporting requirements of Regulation S-X issued by the SEC.

The Company does not intend to focus on any primary investment market, and        expects to invest, under normal circumstances, at least 80.0 percent of its        net assets in qualified portfolio companies in emerging growth markets. At June 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 $250.0 million and in        transaction sizes of less than $25.0 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

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

F-2

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AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.        NOTES TO FINANCIAL STATEMENTS        FOR THE SIX MONTHS ENDED JUNE 30, 2009        (unaudited)

Note 2. Significant Accounting Policies (Continued)         

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 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

AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.        NOTES TO FINANCIAL STATEMENTS        FOR THE SIX MONTHS ENDED JUNE 30, 2009        (unaudited)                 Note 2. Significant Accounting Policies (continued)

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 June 30, 2009, the Company has approximately $757,836        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 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

AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.        NOTES TO FINANCIAL STATEMENTS        FOR THE SIX MONTHS ENDED JUNE 30, 2009        (unaudited)                 Note 2. Significant Accounting Policies (continued)         

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 June 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.

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, as a BDC, is not a registered investment company and in any event has

no securities and minimal cash as of June 30, 2009, and no employees who have access to funds or securities of the Company. Management will obtain any

AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.        NOTES TO FINANCIAL STATEMENTS        FOR THE SIX MONTHS ENDED JUNE 30, 2009        (unaudited)                 Note 2. Significant Accounting Policies (continued)

required fidelity bond as and when required by the rules applicable to the Company as a BDC.

Recent Accounting Pronouncements         

Fair Value         

In September 2006, the Financial Accounting Standards Board (the ‘FASB’)

issued Statement of Financial Accounting Standards (‘SFAS’) No. 157, ‘Fair Value Measurement’ (‘SFAS 157’). This statement defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosure about fair value measurements. This statement was effective for financial statements for        fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company

adopted SFAS 157 on January 1, 2008. Adoption of this statement did not have a material impact on the financial statements of the Company.

In May 2009, the FASB issued FAS 165, “Subsequent Events”. This pronouncement establishes standards for accounting for and disclosing subsequent events (events which occur after the balance sheet date but before financial statements are issued or are available to be issued). FAS 165 requires and entity to        disclose the date subsequent events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued. It is effective for interim and annual periods ending after June 15, 2009. The adoption of FAS 165 did not have a material impact on the Company’s financial condition or results of operation.

 

In June 2009, the FASB issued FAS 166, “Accounting for Transfers of Financial Assets” an amendment of FAS 140. FAS 140 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of        financial assets: the effects of a transfer on its financial position, financial performance , and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of FAS 166 to have an impact on the Company’s results of operations, financial condition or        cash flows.

 

In June 2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R)”. FAS 167 is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003),*Consolidation of Variable        Interest Entities*, as a result of the elimination of the qualifying special-purpose entity concept in FAS 166, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those

in which the accounting and disclosures under the Interpretation do not always provided timely and useful information about an enterprise’s involvement in a variable interest entity. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after        November 15, 2009. The Company does not expect the adoption of FAS 167 to have an impact on the Company’s results of operations, financial condition or cash flows.

AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.        NOTES TO FINANCIAL STATEMENTS        FOR THE SIX MONTHS ENDED JUNE 30, 2009        (unaudited)                 Note 2. Significant Accounting Policies (continued)

In June 2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”. FAS 168 will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental        entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This statement is effective for financial        statements issued for interim and annual periods ending after September 15, 2009.The Company does not expect the adoption of FAS 168 to have an impact on the Company’s results of operations, financial condition 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 was owned equally by Patrick Donelan and Adam Mayblum. Mr. Mayblum and Mr. Donelan are also the equal owners of Enterprise Partners, LLC, and are now officers of the Company. Mr. Mayblum also serves as a director of the Company. Mr. Mayblum and Mr. Donelan also transferred 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.

AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.        NOTES TO FINANCIAL STATEMENTS        FOR THE SIX MONTHS ENDED JUNE 30, 2009        (unaudited)         

Note 4. Related Party Agreements and Transactions (continued)

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 June 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. Consideration of renewal or modification of the agreement is under discussion between the Board of Directors and the investment advisor, and if approved, will be submitted for approval of the shareholders at the next Annual Meeting, expected to be held in September, 2009.

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 506,668 common shares were issued by the Company during the quarter ended June 30, 2009 at $0.15 per share for a total of $76,000. Subsequent to June 30, 2009, 734,000 common shares were issued at $0.15 per share for a total of $110,100.

Note 6. Financial Highlights                 The following is a schedule of financial highlights for the three months ended

June 30, 2009 and for the twelve months ended December 31, 2008:

CHANGES IN NET ASSET VALUE        For the For the        three months twelve months        ended ended        June 30, 2009 December 31, 2008        ---------------- -----------------        Net asset value at        beginning of period (1) $ (0.00053) $ (0.00326)        Proceeds from common stock 0.00218 0.00103        Conversion of preferred stock - 0.00026

Cancellation of payable - 0.00257

Net investment income (loss) (0.01461) (0.00113)        ------------- --------------        Net asset value, end of period (2) $ (0.01296) $ (0.00053)

AMERICAN DEVELOPMENT & INVESTMENT FUND, INC.        NOTES TO FINANCIAL STATEMENTS        FOR THE SIX MONTHS ENDED JUNE 30, 2009        (unaudited)         

Note 6. Financial Highlights (continued)

(1) Financial highlights as of June 30, 2009 and December 31, 2008 are

based on 34,914,668 and 34,408,000 fully diluted common shares outstanding, respectively.

(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.

Convertible Notes Payableand 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.

Two shareholders also advanced a total of $30,000 on a short-term open account basis during the quarter ended June 30, 2009, which was repaid in July, 2009 without interest.

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

$757,836and 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-2

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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 June 30, 2009, we        had not yet made any portfolio or other investments but have signed a letter of intent to acquire Mid Florida Imaging as a portfolio investment. SEE, Subsequent Events.                 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        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, as a BDC, is not a registered investment company and in any event has        no securities and minimal cash as of June 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 June 30, 2009, we incurred consulting expenses of

$12,500, rent expense of $1,100, professional fees of $5,583, transfer agent fees of $620,and other expenses of $979, compared to consulting expenses of $0, rent expense of $1,100, professional fees of $5,583 and other expenses of $453 for the quarter ended June 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, or $45,000, in lieu of employment payments during the quarter. A total of $221,250 in salaries were accrued as a result during the quarter ended June 30, 2009, as well as $16,797 in payroll taxes due on those salaries when paid.         

Our total expenses were $258,829 for the quarter ended June 30, 2009 and $7,136 for the quarter ended June 30, 2008. We had no income reported for either quarter.                 Financial Highlights                 Financial highlights of the Company for the period ending June 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 expects to enter into an acquisition agreement and to close on this portfolio investment by the end of the third quarter.

Long-Term Portfolio Investments                 There were no portfolio investments made during the three months ended June 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 June 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 $258,829 for the quarter ended June 30, 2009 as compared to $7,136 for the quarter ended June 30, 2008.                 Net Investment Income, Net Unrealized Appreciation and Net Increase in        Stockholders Equity Resulting from Operations                 Our net investment income totaled $(258,829) for the quarter ended June 30,

2009 compared to $(7,136) for the quarter ended June 30, 2008 and $(39,010) for

the year ended December 31, 2008. Net unrealized appreciation totaled $0 for the

quarter ended June 30, 2009 compared to $0 for the quarter ended June 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 is convertible into common stock at the election of the holder at $0.15 per share.

A total of 506,668 common shares were issued by the Company during the quarter ended June 30, 2009 at $0.15 per share for a total of $76,000. Subsequent to June 30, 2009, the Company issued 734,000 common shares at $0.15 per share for a total of $110,100.

Two shareholders also advanced a total of $30,000 on a short term open account basis during the quarter ended June 30, 2009, which was re-paid in July, 2009 without interest.         

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 June 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 June 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 June 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 506,668 shares were issued by the Company during the quarter ended June 30, 2009 at $0.15 per share for a total of $76,000.

As a result, there were 34,914,668 common shares issued as of June 30, 2009        and no shares of preferred stock issued at June 30, 2009.

Item 3. Defaults Upon Senior Securities.                 Not Applicable.                 Item 4. Submission of Matters to a Vote of Security Holders.                 None        Item 5. Other Information.         

The Company has entered into an agreement in principal to acquire a majority interest in a privately held healthcare company and expects to complete a formal acquisition agreement in the next few weeks, with closing of the acquisition expected by the end of August, 2009.

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____ August 14, 2009

Gary D. Lewis

Chairman

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