U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-KSB/A



[X]      Annual report under Section 13 or 15(d) of the Securities  Exchange Act
         of 1934 For the fiscal year ended March 31, 1997, or

[ ]      Transition report under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934  For the  Transition  period  from _______  to ____________

                         Commission file number 0-18865


                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 (Name of Small Business Issuer in Its Charter)

                    Utah                                     87-0401400
(State or Other Jurisdiction of Incorporation or         (I.R.S. Employer 
                  Organization)                           Identification No.)


102 West 500 South, Suite 318, Salt Lake City, Utah       84101
            (Address of Principal Executive Offices)    (Zip Code)

                                  (801)363-8961
                (Issuer's Telephone Number, Including Area Code)


                Securities registered under Section 12(b) of the Act:

 Title of each class                Name of each Exchange on which Registered
      None                                          ------

                Securities registered under Section 12(g) of the Act:

                         Common Stock, $0.001 par value
                                (Title of class)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         Issuer's revenues for its most recent fiscal year was $274,000.

         The aggregate  market value of the voting and non-voting  common equity
held by non-affiliates computed by reference to the average bid and asked prices
of such stock, as of October 21, 1997, was $2,543,212.

         The number of shares  outstanding of the issuer's common equity,  as of
October 21, 1997, was 1,841,486 shares.


         Transitional Small Business Disclosure Format:     Yes     No X

                                       -1-

<PAGE>

                                TABLE OF CONTENTS


                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS....................................1

ITEM 2.           PROPERTIES.................................................6

ITEM 3.           LEGAL PROCEEDINGS..........................................6

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........6


                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS....................................................6


ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
                  OF OPERATION...............................................7

ITEM 7.           FINANCIAL STATEMENTS .....................................11


ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................12

                                    PART III

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
                  CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE
                  EXCHANGE ACT..............................................12

ITEM 10.          EXECUTIVE COMPENSATION....................................13

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT................................................14

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............15

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K..........................16

                                       -i-

<PAGE>

                                     PART I

Item 1.           Description of Business.

GENERAL

         American  Resources and Development  Company ("ARDCO" or the "Company")
was  incorporated  under the laws of the State of Utah on March 13, 1983,  under
the name of  Leasing  Technologies,  Incorporated.  In March,  1997 the  Company
changed its name to American  Resources and  Development  Company.  The Company,
through  various  subsidiaries,   owns  an  interest  in  (i)  a  master-planned
residential  golfing and recreational  community  situated on approximately  670
acres of land  near St.  George,  Utah,  (ii) a  franchisor  and owner of retail
entertainment and sports stores,  and (iii) the development and sale of vacation
interests in resorts,  located in Fairfield Bay, Arkansas.  When used throughout
this  report,  the Company  shall  include the  subsidiaries  unless the context
indicates  otherwise.  In  addition  to the above  businesses,  the  Company  is
actively  reviewing other  acquisition  possibilities  wherein the Company could
acquire an interest in  products,  properties,  technologies  and/or  businesses
believed  by  management  to  hold  potential  for  profit.  The  nature  of any
acquisition  and the  manner  of any  acquisition  cannot be  determined  at the
present time and will be subject to the business  judgment of  management of the
Company.  There is no  assurance  that the  Company  will be able to acquire any
interest in any other product, property, technology, or business.

         The  Company's  present  executive  offices are located at 102 West 500
South,  Suite 318, Salt Lake City, Utah 84101 and its telephone  number is (801)
363-8961.  As of  September  30, 1997 the Company  had two  fulltime  equivalent
employees.  On March 27,  1997,  the Company  effected a 1 for 20 reverse  stock
split of its common stock.


GOLF VENTURES, INC.

         As of October 15,  1997,  the Company  owned  594,309  shares of common
stock  of  Golf  Ventures,  Inc.  (hereinafter  "GVI"),  a  publicly  held  Utah
corporation.   Such  shares  represent  approximately  28%  of  the  issued  and
outstanding common stock of GVI. In addition,  in connection with the settlement
of all intercompany transactions between the Company and GVI since 1992, GVI has
agreed to issue the Company 715,000 shares of common stock.

         GVI owns the Red Hawk  International  Golf & Country Club  (hereinafter
"Red Hawk"),  Cotton Manor, and Cotton Acres, real estate  developments  located
near St. George, Utah.  Information  regarding these projects as well as GVI has
been  obtained  from GVI and the  Company  has not made any effort to verify the
information  provided by GVI. The Company hereby  incorporates  by reference the
Amended  Annual  Report on Form  10-KSB of GVI for the fiscal  year ended  March
31st,  1997,  and all other  reports  filed by GVI pursuant to Section  13(a) or
15(d) of the Securities Exchange Act of 1934 since March 31st, 1997.

         On August 26, 1997, GVI announced that it had entered into a definitive
merger agreement with U.S. Golf Communities, Inc. ("U.S. Golf Communities"),  an
Orlando  based  group  of  affiliated  companies   principally  engaged  in  the
acquisition, development and operations management of public, private and resort
golf  properties  and adjacent  residential  real estate  throughout  the United
States.  The transaction is being structured as a reverse merger with the assets
of U.S. Golf  Communities  being merged into GVI in exchange for the issuance by
GVI of common  stock to the  current  owners  of U.S.  Golf  Communities.  It is
presently  anticipated that GVI would issue sufficient shares of common stock to
the  shareholders  of U.S.  Golf  Communities  so  that  such  shareholders  own
approximately 81% of the outstanding common stock of GVI. The transaction, which
is subject to various conditions including GVI shareholder approval, is expected
to close before the end of 1997.  However,  there can be no assurance  that such
acquisition will occur. If the acquisition is not consummated,  GVI will need to

                                       -1-

<PAGE>

obtain additional  capital in order to development its properties and to satisfy
its obligations. There is no assurance that GVI would be able to do such.

         Red  Hawk is a  master-planned  residential  golfing  and  recreational
community  situated  on  approximately  670  acres  of land  which,  when  fully
completed,  will  include  more than 945  building  lots, a 27-hole golf course,
tennis courts,  swimming  pools and other  recreational  amenities.  Red Hawk is
located in southwest Utah, approximately 3 miles southeast of St. George,  Utah,
in the city of Washington.

         The final plat for Red Hawk will be recorded upon  installation  of all
improvements and/or bonding for the same for Phase I. GVI believes that no other
permits or  authorization  are required until after filing of the final plat for
Phase I, at which time building  permits will be obtained from Washington  City.
Nine (9) reservations have been taken for residential lots in Red Hawk to date.

         In late 1996, Washington City completed  construction of a storage tank
for culinary  (drinking)  water in close proximity to Red Hawk,  together with a
water  pumping  station and  delivery  lines  which run  through Red Hawk.  As a
result,  GVI  believes  that Red Hawk will have an  adequate  supply of culinary
water  available.  The cost to GVI for this water line was  $130,000,  which has
been paid.

         In July 1996, Granite Construction broke ground on Phase I at Red Hawk.
Phase I will consist of the development and sale of 102 estate lots, 7 cottages,
5 corporate villas, and construction of the first 18 holes of the golf course, a
double driving range, irrigation, lakes and infrastructure for utilities. By the
end of November  1996,  Granite had moved  approximately  900,000 cubic yards of
dirt,  excavated eight (8) lakes,  roughed in eighteen holes of the golf course,
graded the sites for the 102 residential  lots,  installed sewer laterals to the
lots and  graded the major  roads in Phase I of the  project.  Granite  was paid
$1,981,681 for its work, and GVI called an end to Granite's  efforts in November
1996 as a result of lack of funds.

         GVI  contracted  with Crown  Golf to do the finish  grading on the golf
course.  Crown has been paid  $35,817 and is owed  approximately  $235,000 as of
September 30, 1997.  Crown was called off this project in February,  1997,  when
GVI stopped construction at Red Hawk until additional funding can be obtained on
terms and conditions satisfactory to GVI.

         While management of GVI looks to the U.S. Golf Communities  transaction
as a source of improved  funding  capabilities  for GVI at Red Hawk, there is no
assurance that the U.S. Golf Communities  transaction will close or that it will
yield the  benefits  hoped for by GVI.  GVI will  continue its efforts to obtain
sufficient  long term financing to complete  development of Phase I at Red Hawk,
and thus to begin cash flow from sales of interests in the development. Assuming
adequate  financing can be obtained on satisfactory  terms and  conditions,  GVI
believes  that Phase I  construction  at Red Hawk could be completed  within six
months  of the  start  of  that  financing  at a  total  cost  of  approximately
$5,700,000.  additionally, a sewer line will need to be brought to the property.
Washington City owns and is responsible for sewer lines,  and GVI must negotiate
with  Washington  City with respect to the  construction  of and payment for the
sewer line. Construction costs are estimated to be approximately  $1,000,000 for
the off-site sewer, as per independent  bids received by GVI. GVI estimates that
an additional  $135,000 will be required for construction of a gas line based on
preliminary estimates received from the gas company. There is a possibility that
future expenditures for on-site electric power will be necessary,  although this
has not been  determined and no estimates of costs will be obtained until future
demands are  assessed.  There can be no assurance  that  additional  development
costs will not be incurred or that such  additional  costs will not be material.
GVI has estimated the future development costs just recited based upon the prior
real estate development  experience of management.  This experience and business
judgment  may not prove  accurate  as actual  results  invariably  deviate  from
estimates.

                                       -2-

<PAGE>

         GVI is in default with respect to payments due which are secured by the
Red Hawk property.  GVI believes that the various  lenders will forego any legal
action until the U.S. Golf  Communities  transaction  has had an  opportunity to
close.  Following  the  closing,  GVI  expects  that it  will  be able to  raise
sufficient funds to satisfy its obligations.  There can be no assurance that GVI
will be able to maintain its assets.

         Cotton Manor, a 19-acre  development,  currently  includes 28 completed
condominiums  (one  two-story   building  with  16  units  and  three  one-story
four-plexes) and recreational facilities including swimming pool, tennis courts,
and a putting green.

         Cotton Acres is a 61 acre development  consisting of 259 lots. 200 lots
in  Phases  I-IX  have  been  sold and  dwelling  units on such  lots  have been
completed. Development of Phase X, consisting of 19 lots has been completed at a
cost of approximately  $165,000.  The contractor  making the improvements on the
Phase X lots financed  GVI's cost at 12% interest.  The balance of principal and
interest due the  contractor  has been paid in full from the  proceeds  from the
first Phase X sales.  All Phase X lots have been sold or pre-sold with a deposit
and should close during the first six months of 1998.

         GVI currently  intends to build an additional 102 cottages as marketing
of the Cotton Manor project develops. Each cottage is part of a single, detached
planned unit development  (PUD). In Phase III, two cottages have been completed.
One Phase III cottage has been sold while the other,  built and financed by GVI,
is being used as a model,  sales office and,  since the end of August,  1997, as
the executive  offices of GVI.  Development  of the 19 lots in Phase IV has been
completed  at a cost of  approximately  $11,700 per lot.  Two Phase IV lots have
been sold and cottages have been built. One lot was purchased by Bruce Frodsham,
GVI Vice  President,  at GVI's offer price of $15,000.  Mr. Frodsham has built a
home on the lot at his cost.  The other Phase IV lot was  transferred  to George
Badger, the former President of the Company,  to enable Mr. Badger to get a loan
to finance a home on the site for entry by GVI in a home show.  GVI's  entry won
the show award. Currently, Mr. Badger is paying the indebtedness on the property
and lives there from time to time.

         GVI is actively  marketing its Cotton Manor  cottages and believes that
the initial 19 cottages  can be sold within  approximately  two years.  Building
permits will be obtained  from the City of St.  George as needed.  Following the
sale of the 19 units  in Phase  IV,  GVI  intends  to  commence  developing  and
marketing additional Phases.

         Management of GVI anticipates that the development and sale of the lots
from all of the reaming  phases of Cotton Acres  should be completed  within two
years,  although there can be no assurance that market conditions will allow for
this schedule.

         GVI is in default with respect to payments due which are secured by the
Cotton Acres and Cotton Manor property.  GVI looks to the U.S. Golf  Communities
transaction as a source of improved financial  resources to meet its obligations
and to preserve  its rights in its real  properties.  There can be no  assurance
that  GVI  will be  able  to  satisfy  its  obligations  and  avoid  losing  its
development in foreclosure. GVI's main business plan is focused on Red Hawk, and
the loss of Cotton Manor and/or Cotton Acres,  while  material  adverse  events,
would not necessarily toll the end of GVI or its operations.


FINALLY COMMUNITIES, INC.

         The Company owns 100% of the outstanding stock of Finally  Communities,
Inc., an Arkansas  corporation  (hereinafter  "Finally").  On May 20, 1997,  the
Company entered into an agreement with William R. Vowell to organize and operate
Finally.  Finally was organized in order to develop and sell vacation  ownership

                                       -3-

<PAGE>

interests in various type resorts initially located in Fairfield Bay,  Arkansas.
Initially  it is  anticipated  that  Finally  will market an upgrade  package of
vacation  products  and travel  services.  In  addition it is  anticipated  that
Finally will market  membership  interests in Fairfield Bay Outdoors,  a 27 acre
campshare  resort RV park located at Fairfield Bay,  Arkansas.  The project will
consist of approximately  500 camp sites that will be subdivided into 4 distinct
categories designed to fit the needs of the individual purchaser. It is expected
that  Fairfield  Bay Outdoors  will become an affiliate  member of Camp Coast to
Coast,  a national RV park  exchange  network with over 500 member resort parks.
Finally  has  made a down  payment  on the  purchase  of the 27  acres  from the
proceeds  of a loan made to  Finally  and  arranged  by the  Company,  but is in
default on subsequent  principal payments in the approximate amount of $100,000.
This property is being purchased from an entity owned by Mr. Vowell.

         Fairfield Bay is a self-contained  resort/vacation  community  offering
panoramic views of Greers Ferry Lake located on  approximately  14,000 acres. It
includes  golf,  tennis,  boating,   fishing,   swimming  pools,  private  club,
restaurants,  full  service  marina,  convention  center,  and a shopping  mall.
Fairfield Bay has a permanent population of approximately 3,000.

         Mr. Vowell, who is president of Finally, received 500,000 shares of the
Company's Series E convertible  preferred  stock.  25,400 shares of the Series E
preferred stock was  immediately  convertible  into common stock.  The remaining
shares of Series E preferred  stock are  convertible  into the Company's  common
stock after June 30, 1999, and upon  completion of the March 31st, 1999 audit of
Finally with a conversion  rate based on a 2 year pre-tax  income of Finally and
the  average  trading  price of the  Company's  common  stock.  There  can be no
assurance that Finally will be able to sell sufficient  membership  interests in
order to finance its  obligations  for the  purchase of property  and to develop
other recreational facilities to be marketed.


FAN-TASTIC, INC.

In  March,  1997,  the  company  acquired  80%  of  the  outstanding  shares  of
Fan-Tastic,  Inc.,  (Fan-Tastic) a Utah Corporation.  Fan-Tastic is a franchiser
and owner of retail  entertainment and sports stores, dba Fan-A-Mania,  based in
regional shopping malls. As of September 30, 1997, Fan-Tastic owned 5 of its own
stores  (2  in  Utah  and  3  in  Oregon)  and  7  franchisees  (Utah,   Oregon,
Pennsylvania,   Kansas,  Texas  and  Barbados).   Fan-Tastic  opened  its  first
Fan-A-Mania store in October,  1995, with the purpose of taking advantage of the
high growth and popularity of licensed entertainment and sports products.

         Fan-A-Mania  stores  carry a broad  range of sports  and  entertainment
products  purchased  from  national  vendors who are licensed with the following
entertainment and sports companies:  Disney, Warner Brothers,  Public Television
(Sesame Street),  National  Football League,  National  Basketball  Association,
Major League Baseball,  and National Hockey League.  Products carried range from
apparel for ages ranging from toddlers to adults, collectibles and souvenirs for
fans of entertainment and sports.

         In May, 1997,  Fan-Tastic  initiated a national  marketing  campaign to
promote  the  Fan-A-Mania  stores  primarily  through  advertising  in  national
magazines.   Limited  additional   marketing  will  also  be  done  at  specific
entrepreneur  shows held in strategic  regions of the United  States and through
direct marketing.

         With the sales of each franchise unit,  Fan-Tastic receives a franchise
fee of $19,500, and a royalty fee on ongoing sales of 3 1/2%. Principal services
Fan-Tastic provides to its franchisees are as follows:

         -        Site evaluation and selection and lease negotiation.

                                       -4-

<PAGE>

         -        Store design and merchandising and display plans.
         -        Lower  inventory  costs from  negotiated  volume  pricing  and
                  simplified buying through a consolidated buying program.
         -        Inventory  control  through  a  consolidated   point  of  sale
                  software  and  chain  wide   identification   of  hot  selling
                  products.
         -        Three  days  of  initial  training  at  the  corporate  office
                  covering all phases of store operations;  product  purchasing,
                  store  promotions,  etc.  using  the  proprietary  Fan-A-Mania
                  operations  manual.  This initial training is followed closely
                  with three days of  training  at the  opening of the store and
                  on-going follow-up training.

         International Franchising

         Fan-Tastic's  marketing  efforts  have also  resulted in  international
interest in the concept,  with a first store opening in Bridgetown,  Barbados in
December,  1996, and the signing of a master franchise agreement with a Japanese
company that is expected to open its first store in December 1997. Management of
Fan-Tastic believes a strong area of growth will be in the international  market
due to the growing interest in American  entertainment  and sports in the global
marketplace.

         Seasonality

         Approximately  36% of annual  Fan-Tastic  sales  have  occurred  in the
months of November and December.

         Competition

         The entertainment  and sports products  industry is quite  competitive.
Most mass merchants  carry  entertainment  and sports  products and thus provide
competition  on an indirect  basis.  However,  management  believes  service and
atmosphere  differentiate  Fan-A-Mania  products  from mass  merchant  products.
Direct competition in malls where Fan-A-Mania stores are located comes primarily
from national chains such as Disney,  Warner  Brothers,  and Champs.  Currently,
there are no Fan-A-Mania stores in locations with these stores,  although direct
competition  exists  with  smaller  sports  stores.   Management  believes  that
Fan-A-Mania has  differentiated  itself by selling both entertainment and sports
products  and by having a more  attractive  look which  includes an  interactive
shopping experience.

         Fan-Tastic also receives  indirect  competition from other  franchisers
for prospective  franchisees.  However,  there is very little direct competition
for   prospective   franchisees   since   Fan-A-Mania   is  currently  the  only
entertainment and sports concept on the market.  Fan-Tastic also has competition
from suitable store locations from a wide variety of retailers.

         Trademarks

         Fan-Tastic owns the registered mark, "Fan-A-Mania".


FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

         No  information  is  presented  as to  industry  segments.  The Finally
acquisition  occurred in May, 1997 and the  Fan-Tastic  acquisition  occurred in
March,  1997.  The  assets,  equity,  and  operations  of  Fan-Tastic  are  each
respectively  less than 10% of the  Company's,  and not  material  for  separate
industry segment  disclosure.  Reference is made to the statements of operations
included  herein in  response  to Part II,  Item 7 of this Form  10-KSB/A  for a
statement of the Company's revenues and operating profit (loss) for the past two
fiscal years.

                                       -5-

<PAGE>

Item 2.           Properties.

         The  Company's  executive  offices  are  located at 102 West 500 South,
Suite 318,  Salt Lake  City,  Utah  84101.  This  office  facility  consists  of
approximately  1,100 square  feet.  The Company is paying $800 per month for the
space on a month-by-month basis.

         GVI's real  estate  holdings  are  comprised  of one  recreational  and
residential  development  consisting of approximately 670 acres near St. George,
Utah  named Red Hawk  International  Golf & Country  Club,  and two  residential
developments in St. George,  Utah  aggregating  approximately  80 acres known as
Cotton  Manor  and  Cotton  Acres.  See  "Item  1.  Business."  for the  related
encumbrances on these properties.

         Fan-Tastic leases an office and warehouse space in Salt Lake City, Utah
and leases retail space for it's six stores.  Lease commitments from fiscal 1998
through fiscal 2001 are $77,721, $59,653, $35,256 and $20,566.

         On May 22, 1997 Finally purchased from Finally Computers, approximately
27 acres in Fairfield Bay,  Arkansas.  The total purchase price of this property
is $246,000.  Finally Computers is owned by William Vowell, President of Finally
Communities.  The purchase  agreement  provides that the balance of the purchase
price,  $231,000,  is to be paid, together with interest at the rate of 9.5% per
annum, in periodic payment with the final payment due January 31, 1998.  Finally
is in default with respect to approximately $100,000 of principal payments.


Item 3.   Legal Proceedings.

         No material legal proceeding is pending at this time.

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

On February 20, 1997,  an  amendment  to the  Articles of  Incorporation  of the
Company was approved by written consent of shareholders  owning 1,219,331 shares
(66%) in lieu of a meeting,  changing  the name of the  corporation  to American
Resources  and  Development  Company.  A  one-for-twenty  reverse  split  of the
Company's  common stock was also  approved.  These changes  became  effective on
March 27, 1997.

                                     PART II

Item 5.           Market for Common Equity & Related Stockholder Matters.

         The Company's common stock is currently traded in the  over-the-counter
market on the  Electronic  Bulletin  Board under the symbol ADCO.  The following
table  sets  forth for the  respective  period  indicated,  the high and low bid
quotations,  as adjusted  for stock splits of the  Company's  common  stock,  as
reported by the National Quotation Bureau and represents prices between dealers,
does not include retail markups, markdowns or commissions, and may not represent
actual transactions:

                                       -6-

<PAGE>

                  Calendar Quarters                  High Bid          Low Bid

1995
1st Quarter                                          3.80              2.60
2nd Quarter                                         10.00              5.00
3rd Quarter                                          2.60              1.20
4th Quarter                                          3.80              1.20

1996
1st Quarter                                          3.80              1.20
2nd Quarter                                          3.80              1.20
3rd Quarter                                          3.00              1.20
4th Quarter                                          2.50              0.60

1997
1st Quarter                                          6.50              2.50
2nd Quarter                                          5.50              2.75
3rd Quarter                                          5.25              2.00


         As of  September  30,  1997,  the Company had  1,841,486  shares of its
common  stock  issued  and  outstanding,  and  there  were  approximately  1,425
shareholders of record.

         As of the date  hereof,  the Company has not paid or declared  any cash
dividends.  Future  payment  of  dividends  by the  Company,  if any,  is at the
discretion of the Board of Directors and will depend, among other criteria, upon
the Company's  earnings,  capital  requirements,  and its financial condition as
well as other relative factors.  Management has followed the policy of retaining
any and all earnings to finance the  development of its business.  Such a policy
is likely to be maintained as long as necessary to provide  working  capital for
the Company's operations.

RECENT SALES OF UNREGISTERED SECURITIES

         On March 17, 1997 the Company acquired 80% of the outstanding shares of
Fantastic  for 100,000  shares of the Company's  Series D Convertible  Preferred
Stock. These shares were issued to the shareholders of Fan-Tastic, each of which
signed an  investment  letter.  The  issuance  of these  shares was exempt  from
registration pursuant to Section (4)(2) of the Securities Act of 1933.

         On May 20, 1997 the Company  entered into an agreement  with William R.
Vowell to form Finally  Communities,  Inc. In consideration of Mr. Vowell's time
and effort to develop  the  Finally  business,  the  Company  issued Mr.  Vowell
500,000 shares of Series E Convertible  Preferred  Stock.  The issuance of these
shares was exempt from registration pursuant to Section (4)(2) of the Securities
Act of 1933.

Item 6.           Management's Discussion & Analysis of Financial Condition &
                  Results of Operations.

         The following  information is derived from the  consolidated  financial
statements of the Company.  Such financial statements include the Company,  GVI,
Fan-Tastic and Finally.

                                       -7-

<PAGE>

RESULTS OF OPERATIONS

For the Year Ended March 31, 1997, Compared to the Year Ended March 31, 1996.

         Total revenue for the fiscal year ended March 31, 1997 ("fiscal  1997")
decreased $460,675, 63%, to $274,000, compared with $734,675 for the fiscal year
ended March 31, 1996  ("fiscal  1996").  Income is comprised of the sale of lots
from Cotton Acres and condominiums from Cotton Manor. During fiscal 1997, 9 lots
were sold at an  average  price of  $30,400.  During the  comparable  prior year
period, 20 lots were sold at an average price of $24,000 and 3 condominium units
were sold at an average price of $84,700. The sales volume is dependent upon the
number of completed  lots and  condominiums  in inventory.  During the past year
GVI's  available  capital  was used to  develop  Red Hawk and no funds were made
available to Cotton Manor or Cotton Acres for  development  and therefore no new
inventory was available for sale and sales decreased.

         Cost of sales  decreased by  $354,462,  69%, to $158,066 for the fiscal
year ended March 31, 1997 from  $512,528  for fiscal 1996.  As a  percentage  of
total  revenue,  cost of sales  decreased to 58% in the current year from 70% in
the prior year. Gross profit decreased $106,213,  48%, to $115,934 during fiscal
1997 from  $222,147  during  fiscal 1996.  Gross profit as a percentage of total
revenue increased to 42% from 30% in fiscal 1996.

         General and administrative  expenses decreased  $2,859,610,  or 68%, to
$1,377,082  during fiscal 1997 from $4,236,692  during fiscal 1996. The decrease
was principally  attributable  to $2,835,000 in financial  advisory and referral
expenses  incurred by GVI in 1996 and $350,000 for  advertising  and promotional
services  incurred  by GVI,  both of which were  settled by the  issuance of GVI
common  shares.  The decrease was offset  somewhat by increases in legal fees of
$197,730, 202%.

         The Company had other income of $241,863  during  fiscal 1997  compared
with $232,173 during fiscal 1996 an increase of $9,690, 4%.

         The  Company  experienced  a net  loss of  $1,024,802  in  fiscal  1997
compared with a net loss of $3,786,145 in fiscal 1996.

LIQUIDITY AND CAPITAL RESOURCES

         As of  March  31,  1997,  the  Company  had  total  current  assets  of
$1,336,961  and total  current  liabilities  of  $3,486,633  which  results in a
current  ratio of 0.38:1,  compared to a current ratio of 0.68:1 as of March 31,
1996.  The current  ratio  decrease  was due to the decrease in year end cash of
$742,894,  94%, from $790,744 at year end 1996 to $47,850 at March 31, 1997. The
decrease  in cash  reflects  the slow down in real  estate  sales in GVI and the
decrease in  borrowings  during the fourth  quarter of FY 1997.  The decrease in
cash was offset somewhat by the increase in real estate inventories of $184,429,
25%, from $748,010 to $932,439 due primarily to the  completion of an additional
townhome in the Cotton Manor  development and the  construction of an additional
19 lots in Phase X of Cotton Acres.

         Current liabilities at March 31, 1997 increased  $1,012,677,  41%, over
the prior year due to an increase in accounts  payable of $385,938,  50%, and an
increase in interest payable of $556,649,  100%, related to the ongoing interest
accrual for notes payable and an adjustment for prior periods.

         The Company has historically  satisfied its cash needs through the sale
of  real  estate  in GVI  and  private  placements  of  securities  and  secured
borrowings.  During 1997,  the  Company's  subsidiary  GVI sold $274,000 of real
estate in Cotton Manor and Cotton Acres. This figure is substantially lower than

                                       -8-

<PAGE>

prior years due to the  inability  to raise  sufficient  funds to  complete  lot
development in Cotton Acres and Cotton Manor and make sales. During the year GVI
borrowed  $3,238,805 from Miltex  Industries of Geneva,  Switzerland.  (Miltex).
Approximately  $2,000,000  of these funds were used to pay Granite  Construction
Co.  to start the  rough  grading  on the golf  course  and the  first  phase of
residential lots in Red Hawk.  Additionally,  the Miltex funds were used to keep
the  Stucki  land  note  out  of  default  and  to pay  overhead  expenses.  The
construction  at Red Hawk has now stopped  until  further  development  money is
raised.

         Completion  of Phase I in Red Hawk and the  subsequent  sale of lots in
Phase I will  depend  largely  on GVI,  being  able to raise  additional  funds,
preferably  long term  financing  on  acceptable  terms and  conditions.  GVI is
pursuing  development  loans in the $10,000,000 to $14,000,000  range.  GVI will
also continue to develop and sell lots and townhomes in the Cotton  Manor/Cotton
Acres  developments  as  financing  becomes  available.  These sales will not be
sufficient to financially support GVI's Red Hawk project.

         The Company currently plans to meet its obligations by liquidating from
time to time,  its  shares in GVI and  through  private or public  offerings  of
common and/or preferred stock for cash and additional  borrowings.  No assurance
can be given that the Company will raise sufficient cash to meet its obligations
through the sale of securities or additional borrowings.

PLAN OF OPERATIONS

         Statements  made or  incorporated  in this  report  include a number of
forward-looking statements within the meaning of Section 27(a) of the Securities
Act  of  1933  and  Section  21(e)  of the  Securities  Exchange  Act  of  1934.
Forward-looking  statements include,  without limitation,  statements containing
the words anticipates,  believes, expects, intends, future, and words of similar
import which express management's  belief,  expectations or intentions regarding
the Company's future performance or future events or trends. Reliance should not
be placed on  forward-looking  statements because they involve known and unknown
risks,  uncertainties  and  other  factors,  which  may  cause  actual  results,
performance or achievements of the Company to differ materially from anticipated
future  results,  performance  or  achievements  expressly  or  implied  by such
forward-looking statements. In addition, the Company undertakes no obligation to
publicly update or revise any forward-looking statement,  whether as a result of
new information, future events or otherwise.

         In addition to the development of its existing  businesses,  management
of the Company  intends to  investigate  with a view to  acquiring  interests in
products, properties, technologies and businesses believed by management to hold
potential  for  profit.  The  nature  of  any  acquisition  and  the  manner  of
acquisition  cannot be determined at the present time and will be subject to the
business  judgment  of  management.  The  Company  presently  intends  to find a
product,  property,  technology or business in which an interest can be acquired
by the Company in exchange for the Company's securities,  where the Sellers will
play the major role in the development of such product, property,  technology or
business,  and the  primary  function  of the  Company  would be  providing  the
corporate structure for the business operations.

         The  Company's  acquisitions,  if any, may be owned by a joint  venture
between the Company  and the  developer  or by a  partnership  organized  by the
Company.  If the Company  becomes a partner in a joint  venture or  partnership,
under  certain  circumstances  risks  may be  involved  not  otherwise  present,
including, for example, risks associated with the possibility that the Company's
co-venturer in an investment might become bankrupt, that such co-venturer may at
any time have  economic or business  interests  or goals which are  inconsistent
with the business  interests or goals of the Company,  or that such  co-venturer
may be in a position to take action contrary to the instructions or the requests
of the Company or contrary to the Company's policies or objectives.

                                       -9-

<PAGE>

         Management  believes  that  products,   properties,   technologies  and
businesses  will  become  available  to it for  acquisition  due to a number  of
factors,  including,  among others:  (a) The Company's status as a publicly held
Company;  (b)  Management's  willingness  to enter  into  unproven,  speculative
ventures;  (c) Management's  contacts and  acquaintances;  and (d) The Company's
flexibility  with  respect  to the  manner in which it may  structure  potential
acquisitions.  However,  there is no assurance  that the Company will be able to
structure  any  partnership,  or acquire an interest in any  product,  property,
technology or business.

         Due to the factors  described in the preceding  paragraph,  the Company
believes  that it may be attractive to  individuals  and entities  which wish to
take advantage of the benefits of a public corporation. Management believes that
a public  trading  market for the  Company's  common stock will be attractive to
corporations and other firms, due to (a) The Company's ability to issue stock in
acquisition  transactions  rather than paying cash thus providing an opportunity
to the seller to  structure  the  transaction  as a "tax free"  event  under the
Internal Revenue Code; (b) The liquidity  (ability to turn investment into cash)
provided to  shareholders  of a publicly  traded  corporation not available in a
privately  held  company,  as a result of the ability to sell shares in the open
market;  and (c) a potential  trading market in the Company's common stock which
may be at a premium over shares which cannot be publicly  traded since shares of
a  privately  held  company  are often  valued at the  Company's  book value for
purposes of a sale while shares of a publicly  traded  company often trade at an
increased value.

Possible Methods of Business Opportunity Acquisition

         The Company  proposes to seek out persons and firms holding interest in
products or  businesses  who are seeking to transfer such products or businesses
to a public entity.

         In  implementing  its proposed  business,  the Company will  consider a
number of alternative  methods for the acquisition of an interest in products or
business.  The  primary  method of  acquisition  will  most  likely be a merger,
reorganization  or joint venture with a corporation  or other entity holding the
rights to such product,  business or process. There can be no assurance that the
Company will be able to enter into any  arrangements  on terms  favorable to the
Company.

Evaluation of Potential Business, Property, Technology or Product Acquisitions

         It is  anticipated  that  preliminary  information  with respect to any
potential business,  property,  technology or product acquisition by the Company
will be obtained  primarily  through the personal  contacts of management in the
business community.

         Management of the Company will conduct the review and evaluation of any
potential  business,   property,   technology  or  product  acquisitions.   Such
evaluation will be based generally upon management's knowledge and expertise. In
seeking products, businesses or processes, the Company will consider a number of
factors, including the soundness of the idea, service or product to be developed
or being  developed,  the  market  for such  product,  the  effect  of  economic
conditions and governmental  policies on such product,  the nature and extent of
competition, the cost of developing and marketing the product, and other factors
deemed  relevant  by  management.  To the  extent  applicable,  management  will
consider  other  factors  including  the  following,   none  of  which  will  be
controlling:

                  1. The management  and personnel  of the  proposed acquisition
who will be involved with the Company following such acquisition;

                  2. The capital  requirements  and anticipated  availability of
required funds for the operation of the acquisition;

                                      -10-

<PAGE>

                  3. The cost to the Company of  participating  in the potential
acquisition as compared to the potential benefit of such acquisition;

                  4. The competitive position which the proposed acquisition has
in the market-place;

                  5. The potential growth of the business, property,  technology
or product in the industry; and

                  6. Other   factors    deemed   relevant    in   the   specific
circumstances.

         In  evaluating a potential  business,  property,  technology or product
acquisition,  the  Company  will  consider  the  results of  operations  of such
business to date. However, since the Company may seek to acquire new businesses,
properties,  technologies  or products which are in the  development  state,  it
recognizes  that the  results  of  operations  of such  businesses,  properties,
technologies  or  products  may  not  be  indicative  of  its  potential  future
operations.

         Prior to conducting an  evaluation  of a prospective  acquisition,  the
Company will  generally  require that it be provided  with  reports,  documents,
agreements,  financial  information and other information deemed relevant in the
particular circumstances. The Company will also conduct a personal investigation
and review the books and  records of the  potential  acquisition  as it may deem
appropriate, including interviews with management and key personnel, independent
analysis of information provided, and other similar activities.  However, due to
the limited  capital of the Company,  it must be  recognized  that the Company's
investigation  of a potential  acquisition may not be as thorough or complete as
would be desirable under the circumstances.  It is not likely that any "fairness
opinion" will be obtained in connection with any acquisition.

Business Acquisitions:  Special Considerations

         If  the  Company   decides  to  acquire  a  business,   the   following
considerations  exist.  It cannot be  predicted at this time the manner in which
the  Company  may  participate  in  a  potential  business   acquisition.   Such
determination will depend upon a number of factors,  including the nature of the
particular business, the respective needs of the parties to the transaction, and
the relative negotiating  strengths of such parties. The manner of participation
will include,  but not be limited to, joint  ventures,  licensing  arrangements,
purchase and sale of assets, purchase and sale of stock,  partnerships,  leases,
mergers, consolidations,  and other contractual transactions. The precise nature
of any of such transactions cannot be predicted at the present time.

         In implementing a structure for a particular business acquisition,  the
Company may become a party to a merger,  consolidation  or  reorganization  with
another corporation or entity. Upon the consummation of such a transaction,  the
present  management and shareholders of the Company may not be in control of the
Company.  For example,  a majority or all of the Company's  directors  may, as a
part of the terms of the acquisition transaction,  resign and be replaced by new
directors without a vote of the Company's shareholders.

         It  can  be  anticipated   that  the  Company  may  effect  a  business
acquisition  through the issuance of its securities.  While the precise terms of
such transaction cannot be predicted, it may be expected that the parties to the
business  acquisition  will find it desirable to avoid the creation of a taxable
event  and  thereby   structure  the  acquisition  in  a  so-called  "tax  free"
reorganization under Section 368(a)(1) of the Internal Revenue Code.

Item 7.           Financial Statements and Supplementary Data.

         See Item 13. Exhibits and Reports on Form 8-K.

                                      -11-

<PAGE>

Item 8.           Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure.

         This item is not applicable.

                                    PART III

Item 9.           Directors, Executive Officers, Promoters and Control Persons; 
                  Compliance With Section 16(a) of the Exchange Act.


Directors and Executive Officers

         The  following  table sets forth the name,  age and office held by each
director  and  officer  of the  company,  followed  by a  brief  resume  of each
individual.

NAME                  AGE      POSITION HELD

Karl F. Badger        42       President, Chief Executive Officer and Director
Barry L. Papenfuss    37       Vice President and Director
Timothy Papenfuss     38       Secretary/Treasurer, Chief Financial Officer  and
                               Director


         KARL F.  BADGER,  has been with the Company  since 1992  working as the
Director of Shareholder Relations. He was appointed President,  CEO and Director
of the Company  upon  resignation  of George H.  Badger,  his father in December
1996.  Prior to 1992,  Mr.  Badger  was a  licensed  broker/principle  for Rocky
Mountain Securities and Investments.

         BARRY L. PAPENFUSS,  Vice President and Director of the Company, is the
President of  Fan-Tastic,  which  position he has held since 1994,  and has been
with the Company  since Fan-Tastic was acquired by  ARDCO in March,  1997.  From
1990-1994,  Mr.  Papenfuss was the controller of The Pro Image, a sports apparel
company  and from  1985-1990,  was a consultant with  Deloitte  and  Touche,  an
international  accounting  firm.  Mr.  Papenfuss  graduated  from Brigham  Young
University.  Mr.  Barry  Papenfuss  is the  brother  of Mr.  Timothy  Papenfuss,
Secretary/Treasurer, Chief Financial Officer and a director of the Company.

         TIMOTHY M.  PAPENFUSS,  chief  financial  officer  and  director of the
Company,  is chief financial officer of Fan-Tastic,  Inc., which position he has
held since April,  1994. Mr. Papenfuss was appointed chief financial officer and
a director  of the  Company  in  August,  1997.  From 1990 to April,  1994,  Mr.
Papenfuss was a manager and senior manager with Ernst and Young.  Mr.  Papenfuss
has 13 years of professional accounting experience. Mr. Papenfuss graduated from
Brigham Young  University  in 1983 with a bachelors  degree in  accounting.  Mr.
Papenfuss is the brother of Barry  Papenfuss,  vice  president and a director of
the Company.

Significant Employees and Consultants

         The  following   individuals  are  officers  and/or  directors  of  the
Company's subsidiaries, or in the case of Mr. George Badger, a consultant to the
Company.

         DUANE H. MARCHANT is the President,  Chief Executive Officer, Treasurer
and a director of GVI, which  positions he has held since  January,  1993 except
for the office of Treasurer which position he assumed in August, 1997. From 1990

                                      -12-

<PAGE>

until 1995 he was a Director and President of the Company. Mr. Marchant directly
supervises  all real  estate  activities  in GVI.  He has been  involved in real
estate development for over twenty years.

         WILLIAM VOWELL is President of Finally Communities, Inc., a position he
has held since its  incorporation  in 1997.  Mr. Vowell began his career in real
estate  development in 1960 with the John A. Cooper Company.  In 1966 Mr. Vowell
was a co-founder  of Fairfield  Communities,  Inc.  which began  developing  the
Fairfield Bay resort community. From 1975 to 1989 Mr. Vowell designed, built and
sold two timeshare resort projects, one in Myrtle Beach, South Carolina, and one
in Harrisonburg,  Virginia. In 1992 Mr. Vowell returned to Fairfield Bay and has
been involved with the  revitalization  and  development of projects in the area
since then.

         GEORGE H. BADGER, resigned as President,  Chief Executive Officer and a
Director of the Company on December 31, 1996.  Mr.  Badger  served as a director
since June 1992, and was President since 1995. Mr. Badger is currently providing
consulting services to the Company primarily in providing background information
on  transactions  which took place or were  begun when he was  president  of the
Company and in locating  possible  acquisitions.  Mr.  Badger was  indicted on a
number of charges and was arraigned in the U.S.  Federal  District Court for the
Southern  District of New York on October 9, 1996.  The Company has been advised
that the indictment related to alleged unlawful and undisclosed  compensation to
securities  brokers and promoters to induce them to cause  customers to purchase
securities issued by GVI and the Company.  The Company has been advised that Mr.
Badger has  pleaded  guilty to counts of: (i)  conspiracy  to commit  securities
fraud; (ii) securities fraud; (iii) criminal contempt; and (iv) perjury.

Compliance with Section 16(a) of the Securities Act of 1934 by Company Officers,
Directors and 10% Shareholders.

         Section  16(a) of the  Securities  Exchange Act of 1934 (the  "Exchange
Act") requires the Company's directors and executive  officers,  and persons who
own more than ten percent (10%) of a registered  class of the  Company's  equity
securities to file with the Commission  initial reports of beneficial  ownership
and reports of changes in beneficial  ownership of Common Stock and other equity
securities of the Company. The rules promulgated by the Commission under Section
16(a) of the  Exchange  Act require  those  persons to furnish the Company  with
copies of all reports filed with the Commission pursuant to Section 16(a).

         Messrs. Badger, Papenfuss and Papenfuss did not file Forms 3 within ten
days of becoming  officers and/or directors of the Company.  Based solely upon a
review of Forms 3, Forms 4 and Forms 5 and amendments  thereto  furnished to the
Company  pursuant to Rule 16a- 3(e) during the fiscal year ended March 31, 1997,
and written  representations  of certain of its directors and executive officers
that no Forms 5 were  required to be filed,  all other  directors  and executive
officers have filed with the  Commission on a timely basis all reports  required
to be filed under Section 16(a) of the exchange Act.

Item 10.  Executive Compensation.

         The  Company  has  not  had  a  bonus,   profit  sharing,  or  deferred
compensation plan for the benefit of its employees, officers of directors.

         The following table sets forth the annual compensation paid and accrued
by the Company for  services  rendered  during the fiscal  years ended March 31,
1997, 1996 and 1995 to (i) the Company's  Chief Executive  Officer and (ii) each
other executive  officer of the Company or its subsidiary  serving at the end of
the last completed  fiscal year whose salary and bonus exceeded  $100,000 during
the last fiscal year ("Named Executive Officer").

                                      -13-

<PAGE>
<TABLE>
<CAPTION>
                                            SUMMARY COMPENSATION TABLE


                                                 Annual Compensation               Long-Term Compensation
                                                                                   Awards               Payouts
Name and Principal                                          Other        Restricted                                  All Other
Position                                                   Annual          Stock         Options/          LTIP       Compen-
                            Year     Salary     Bonus   Compensation      Award(s)         SARs           Payouts     sation
                                       ($)       ($)         ($)            ($)             (#)             ($)         ($)
<S>                         <C>      <C>        <C>         <C>            <C>             <C>             <C>         <C>
Karl Badger, Chief          1997     $73,058     -0-         -0-            -0-             -0-             -0-         -0-
Executive Officer           1996     $73,058     -0-         -0-            -0-             -0-             -0-         -0-
                            1995     $73,058     -0-         -0-            -0-             -0-             -0-         -0-


George Badger               1997     $50,400     -0-         -0-            -0-             -0-             -0-
                            1996     $50,400     -0-         -0-            -0-             -0-             -0-
                            1995     $50,400     -0-         -0-            -0-             -0-             -0-
=========================   ======  ========   =======   ============   =========   =============      ==========   ===========
</TABLE>


Employment Agreements.

         None of the Company's  officers or directors has any written employment
agreement with the Company.  Messrs. Barry and Timothy Papenfuss have employment
agreements with Fan-Tastic.


Director Compensation

         Directors of the Company have been  partially  reimbursed  for expenses
incurred  by them on  behalf of the  Company.  No salary or fee has been paid to
directors.  It is  anticipated  that the  Company  may  establish  some fees for
directors  at such  time as the  Company  has  sufficient  funds  to pay fees to
directors.


Stock Options

         In October,  1997 the Board of Directors ratified options for the three
officers of the  Company.  Pursuant  to this  action,  Mr. Karl Badger  holds an
option to purchase  100,000  shares of the  Company's  common stock at $2.00 per
share.  The option  vests as to 10,000  shares at the end of each fiscal year if
Mr.  Badger is still an officer of the Company  and the option may be  exercised
for a three year period following its vesting.  Both Mr. Barry Papenfuss and Mr.
Timothy  Papenfuss  hold an option to purchase  20,000  shares of the  Company's
common stock at $2.00 per share.  The options vest as to 5,000 shares at the end
of each fiscal year if the individual  holding the option is still an officer of
the Company.  On the date of the Board of Directors' meeting the average between
the bid and asked price of the Company's common stock was approximately $4.00.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

         The following  table sets forth  information,  to the best knowledge of
the Company, as of September 30, 1997, with respect to the beneficial  ownership
of the Company's  Common Stock by (i) each person known by the Company to be the

                                      -14-

<PAGE>

beneficial owner of more than 5% of the Company's outstanding Common Stock; (ii)
each  director;  and (iii) all current  directors  and  executive  officers as a
group.

NAME AND ADDRESS OF                          NUMBER OF             PERCENT
BENEFICIAL OWNER                           SHARES OWNED            OF CLASS

Banque SCS Alliance SA                       948,336(1)             51.50%
P.O. Box 880
12111 Geneva 3, Switzerland

George H. Badger                             131,487                 7.14%
102 West 500 South,  Suite 318
Salt Lake City, UT  84101

Don Pickett, agent for                       125,860                 6.83%
Mindon Investment and The Stella Trust
P. O. Box 58548
Salt Lake City, UT  84101

Karl F. Badger                                58,605                 3.2%
102 West 500 South,  Suite 318
Salt Lake City, UT  84101

Barry L. Papenfuss                                 0(2)               *
3855 South 500 West #R
Salt Lake City, UT 84115

Timothy M. Papenfuss                               0(3)               *
3855 South 500 West #R
Salt Lake City, UT 84115

All Officers and Directors as                 58,605                 3.2%
a Group (3 persons)  *Less than 1%
--------------------------

1   Banque SCS Alliance SA disclaims beneficial ownership.

2   Mr. Barry  Papenfuss is the owner of 37,012 shares of the  Company's  Series
D Convertible Preferred Stock. After June 30, 2000 and before September 30, 2000
the D Preferred  is  convertible  at the option of the holder into shares of the
Company's  common stock or the common stock of Fantastic at a conversion rate to
be determined based on net income of Fantastic at the time of conversion and the
trading price of the  Company's  common stock.  Additionally  Mr.  Papenfuss has
received  options to acquire 56,903 shares of the Company's  common stock valued
at $2.00 per share.  The  options  become  available  on June 1, 1999 if certain
income related performance goals have been met.

3   Mr. Timothy  Papenfuss is the owner of 19,786 shares of the Company's Series
D  Convertible  Preferred  Stock.  Mr.  Timothy  Papenfuss  also owns options to
purchase  30,418  shares of common stock.  The Series D Preferred  Stock and the
options  are  convertible  and  exercisable  upon the same terms as set forth in
footnote 2 above.

Item 12.           Certain Relationships and Related Transactions.

         Since the beginning of the Company's last fiscal year,  there have been
no  transactions  between  the Company and any  officer,  director,  nominee for
election as director,  or any shareholder  owning greater than five percent (5%)
of the  Company's  outstanding  shares,  nor any member of the above  referenced
individuals' immediate family.

                                      -15-

<PAGE>

Item 13.  Exhibits and Reports on Form 8-K.

         The following financial statements, schedules, reports and exhibits are
filed with this Report:

 (a)      FINANCIAL STATEMENTS

          (1)      Report of Jones, Jensen & Company, Independent Public 
                   Accountants.

          (2)      Consolidated Balance Sheet as of March 31, 1997.

          (3)      Consolidated  Statements  of  Operation  for the years  ended
                   March 31, 1997 and 1996.

          (4)      Statement of Stockholders' Equity for the period March 31, 
                   1996 through March 31, 1997.

          (5)      Consolidated Statements of Cash Flows for years ended
                   March 31, 1996 and 1997.

          (6)      Notes to Financial Statements.

 (b)      FINANCIAL STATEMENT SCHEDULES

          (1)      Schedule VIII - Valuation and Qualifying Accounts.

          (2)      Schedule X - Supplementary Income Statement Information.

          (3)      Schedule XI - Real Estate and Accumulated Depreciation.

 (d)      Exhibits

          The  following  exhibits  are filed  herewith or are  incorporated  by
reference  to  exhibits  previously  filed  with  the  Securities  and  Exchange
Commission.  The Company shall furnish  copies of exhibits for a reasonable  fee
(covering the expense of furnishing copies) upon request.

Exhibit No.         Exhibit Name

 3.1  (1)           Articles of Incorporation
 3.2  (2)           Amendment to Articles of Incorporation
 3.3  (1)           By-Laws
 3.4  (7)           Amendment on name change
 3.5  (7)           Amendment on Series D designation
 3.6  (7)           Amendment on Series E designation
10.1  (1)           Agreement with TechKNOWLOGY, Inc.
10.2  (1)           Financing Agreement
10.3  (1)           Exchange of Shares Agreement
10.4  (1)           Option Contract
10.5  (1)           Extension to Option Contract
10.6  (1)           Further Amendment to Option Agreement
10.7  (1)           Purchase Agreement
10.8  (1)           Amendment to Purchase Agreement
10.9  (1)           Addendum to Purchase Agreement
10.10 (1)           Purchase Agreement (Stella Trust)

                                      -16-

<PAGE>

10.11 (2)          Agreement of Joint Project
10.12 (2)          Amendment to Agreement of Joint Project
10.13 (2)          Dynamic American Option
10.14 (2)          Land Sale Agreement
10.15 (2)          Assignment of Trust Deed and Trust Deed Note
10.16 (2)          Promissory Note (Johnson)
10.17 (3)          TKI Dealer Agreement
10.18 (4)          Modification Agreement
10.19 (4)          Land Sales Agreement (Mindon)
10.20 (4)          Sales Agreement (Property Alliance)
10.21 (5)          Assignment Agreement
10.22 (6)          Agreement with The Stella Trust and Mindon Investments 
                   (Pickett Group)
10.23 (6)          Acquisition Agreement with Golf Ventures, Inc.
10.24 (6)          Settlement Agreement and General Release (TKI)
10.25 (7)          Stock Purchase Agreement (Fantastic)
10.26 (7)          Agreement (Vowell/Finally)
16.1 (2)           Letter Regarding Change in Certifying Public Accountant
21.                Subsidiaries
23.                Consent of Independent Auditor
99.1 (2)           List of Third Party Loans to TechKNOWLOGY, Inc.
(28.1)*
99.2 (2)           Lease of LTI Office
(28.2)*
99.3 (2)           Financial Statements for years ended March 31, 1989, 1988 and
(28.3)*            1987, and quarter ended June 30, 1989, as prepared by Dale K.
                   Barker Co., P.C.
99.4 (4)           Class "A" Preferred Stock
(28.4)*
99.5 (4)           Debenture
(28.5)*

 (1)      Incorporated by reference to the Form 10 Registration  Statement filed
          with the Commission October 16, 1990, File No. 0-18865.
 (2)      Incorporated  by reference to Amendment No. 1 to Form 10  Registration
          Statement filed with the Commission May 23, 1991, File No. 0-18865.
 (3)      Incorporated  by reference to Amendment No. 2 to Form 10  Registration
          Statement filed with the Commission August 12, 1991, File No. 0-18865.
 (4)      Incorporated  by reference to Amendment No. 3 to Form 10  Registration
          Statement  filed  with the  Commission  November  13,  1991,  File No.
          0-18865.
 (5)      Incorporated  by reference to Amendment No. 4 to Form 10  Registration
          Statement  filed  with the  Commission  February  13,  1992,  File No.
          0-18865.
 (6)      Incorporated  by  reference to Form 10-K for the year ended 
          March 31, 1993
 (7)      Incorporated by reference to form 10-KSB for the year ended 
          March 31, 1997.

(*)       Exhibits previously filed as Exhibits 28.1 through 28.5 are now 
          depicted as 99.1 through 99.5.


(b) The  Registrant  filed a report on Form 8-K on March 17, 1997  outlining the
acquisition  by the Company of Fan-Tastic,  Inc. on March 17, 1997,  identifying
the Company's name change from Leasing  Technology,  Inc. to American  Resources
and Development Company and a one for twenty (1:20) reverse stock split effected
on the Company's common stock.

                                      -17-

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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.

                                     AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                                                   (Registrant)



                                    By:  /s/  Karl F. Badger
                                        -----------------------
                                         Karl F. Badger



Dated:  October 28, 1997

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the date indicated.


          Signature                 Title                          Date




    /s/ Karl F. Badger        President, Chief                 October 28, 1997
    -------------------       Executive Officer and 
       Karl F. Badger         Director (Principal 
                              Executive Officer)



  /s/ Barry L. Papenfuss      Vice President and              October 28, 1997
  ----------------------      Director 
     Barry L. Papenfuss



 /s/ Timothy M. Papenfuss     Secretary/Treasurer and        October 28, 1997
 ------------------------     Director (Chief Financial 
   Timothy M. Papenfuss       Officer, Chief Accounting
                              Officer and Controller)
                              and Director 


                                      -18-