U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

         [x] Annual  report  under  Section  13  or  15  (d)  of the  Securities
Exchange Act of 1934 (No fee  required, effective October 7, 1996.)

                    For the fiscal year ended March 31, 1997

         [ ] Transition  report  under  Section 13  or 15(d)  of the  Securities
Exchange Act of 1934 (No fee required)

         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                      (I.R.S. Employer
 Incorporation or Organization)                       Identification No.)

            102 West 500 South, Suite 400, Salt Lake City, Utah 84101
               (Address of Principal Executive Offices) (Zip Code)

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


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

                                      None

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

                     Common Stock, par value $.001 per share
                                (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. [ ]

         The issuer's revenues for the year ended March 31, 1997 were $274,000.

         The aggregate  market value of the voting stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked prices of such stock, as of June 30, 1997 was $1,135,085.

         The number of shares  outstanding of the issuer's common equity,  as of
June 30, 1997 was1,841,486 shares.

         Transitional Small Business Disclosure Format (check one):Yes [ ] No[x]

<PAGE>
                                     PART I

Item 1.   Business.

All information in this Form 10-K gives effect to a 1-for-20 reverse stock split
effected on March 27, 1997.

GENERAL

         American  Resources & Development  Company  ("ARDCO" or "the  Company")
formerly known as Leasing Technology,  Incorporated, is a Utah corporation. When
used  throughout  this  document , unless the context  suggests  otherwise , the
"Company" refers to ARDCO and/or its subsidiaries. ARDCO is primarily engaged in
the venture capital business offering consulting  expertise to selected business
opportunities  with an eye toward acquiring  interests in businesses,  or entire
businesses,  believed by management to hold potential for profit. The nature and
manner of any  acquisition  cannot be determined at the present time and will be
subject to the business judgment of management. The company presently intends to
find  businesses 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,  and  managing  the ongoing  operations  of the  business,  and the
primary  function of the Company would be providing the corporate  structure and
some financing for the business  operations.  Management  understands that every
potential deal  opportunity  will be based on a different set of  circumstances,
terms and conditions,  and there is no way of knowing when the Company will make
its next acquisition.

          ARDCO's principal corporate offices are located at 102 West 500 South,
Suite  400,  Salt  Lake  City,  Utah  84101  and its  telephone  number is (801)
363-8961.

         Effective  March 27,  1997,  the name of the  Company  was  changed  to
American Resources and Development Company.

FINALLY COMMUNITIES, INC.

         During the prior year the Company reviewed many potential  acquisitions
and  business  opportunities.  On May  20,  1997  the  Company  entered  into an
agreement with William R. Vowell to organize a corporation, Finally Communities,
Inc.  (Finally),  to develop and sell  vacation  ownership  interests in various
resorts initially located in Fairfield Bay, Arkansas.  Finally is a wholly owned
subsidiary of ARDCO.  Fairfield  Bay is a 15,000 acre resort  community in north
central Arkansas, and Finally was organized to develop Fairfield Bay Outdoors, a
500 site resort  camp-sharing  RV park within the  Fairfield Bay  community.  In
addition  to the  development  of RV  parks,  Finally  will also  introduce  new
vacation  products  that will be available to existing  property  owners and new
consumers seeking added value from their vacation dollars.

         Mr.  Vowell,  the  President  of Finally,  will operate the business in
Arkansas  for which he will receive  500,000  shares of the  Company's  Series E
convertible Preferred Stock (E Preferred).  25,400 shares of the E Preferred are
immediately  convertible  into  25,400 of ARDCO  restricted  Common  Stock.  The
remaining  shares of E Preferred are  convertible  into ARDCO Common Stock after
June 30, 1999 and upon  completion  of the March 31, 1999 audit based on the two
year pre-tax  income of Finally and the Average  Trading  Price of the Company's

<PAGE>

Common Stock.  Per the terms of the agreement the Company arranged for a loan of
$50,000 to be made to Finally.  The E Preferred is pledged to secure the loan. A
portion of the loan will be used to purchase  land to be  developed  by Finally.
Additionally,  Finally  has agreed to  reimburse  the  company up to $20,000 per
month for management and consulting services provided to Finally.

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 June 30, 1997,  Fan-Tastic  owned 5 of its own
stores  (2  in  Utah  and  3  in  Oregon)  and  5  franchisees  (Utah,   Oregon,
Pennsylvania,  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,  National  Hockey  League.  Products  carried range from
apparel for ages ranging from toddlers to adults, collectibles and souvenirs for
fans of the world 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.
         - Store design and merchandising and display plans.
         - Lower  inventory  costs  from  our  negotiated   volume  pricing  and
           simplified buying through our consolidated buying program.
         - Inventory control through our consolidated point of sale software and
           chain wide identification of hot selling products.
         - Three days of initial  training at our 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 October 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.  The revenue from  international  franchisees  was not greater than
10%.

<PAGE>

         Seasonality

         Approximately  36% of  annual  sales  are  incurred  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 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".

GOLF VENTURES, INC.

         In 1990, the Company  acquired a 616 acre real estate  development near
St.  George,  Utah. In 1994,  the name was changed to Red Hawk(R)  International
Golf & Country Club ("Red  Hawk(R)").  Also in 1991,  the Company  purchased two
residential developments in St. George consisting of condominiums, cottages, and
single family dwelling lots known as Cotton Manor and Cotton Acres respectively.

         In December 1992, the Company  assigned all of its real estate holdings
in Red Hawk(R),  Cotton  Manor and Cotton  Acres to GVIC,  a publicly  held Utah
Corporation,  in  exchange  for  3,273,728  shares of GVIC common  stock,  which
represented  approximately 86% of GVIC's total outstanding  shares. GVIC further
agreed to assume all obligations related to the acquired real estate. On June 1,
1994,  GVIC  acquired an additional 54 acres of land adjacent to Red Hawk(R) for
future  development.  GVIC is developing  the real estate  projects as initially
anticipated by the Company.

RED HAWK(R) INTERNATIONAL COUNTRY CLUB

         Red  Hawk(R)  International  Golf &  Country  Club is a  master-planned
residential  golfing and  recreational  community  situated on 670 acres of land
that, when  completed,  will include more than 945 building lots, a 27 hole golf
course,  tennis courts,  swimming pools, and other recreational  amenities.  Red
Hawk(R) is located in southwest Utah, three (3) miles southeast of St. George in
the City of  Washington,  approximately  120 miles from Las Vegas,  Nevada,  and
within a short drive of several  national parks including Zion National Park and
Bryce National Park. Red Hawk(R) is situated on rolling farm land  surrounded on
three sides by a horseshoe of rolling hills.

<PAGE>

         Land and Debt

         On March  30,  1990,  the  Company  purchased,  pursuant  to an  option
agreement (as amended,  the "Stucki Purchase Agreement") with Dr. Karl F. Stucki
and Mrs.  Marcia C. Stucki,  Trustees of the Karl F. and Marcia C. Stucki Income
Trust (the  "Stuckis"),  487 acres of real property (the "Stucki  Parcel") to be
the site of the proposed Red Hawk(R)  project.  The total  purchase price of the
property  was  $3,000,000,  which  included  a trust  deed note for  $2,865,000,
bearing  interest at 10% secured by the Stucki land.  The note included  monthly
payments with the note payable in full in January 1994. In May 1994, the Company
renegotiated the Stucki contract and has been making monthly payments of $25,000
inclusive of principle and interest. On July 5, 1996, GVI entered into a Further
Modification  Agreement  with the  Stuckis  whereby  GVI,  in  exchange  for the
Stucki's  extending  repayment of the Stucki Note,  agreed to pay the Stucki's a
lump payment of $75,000 upon the execution of the Further Modification Agreement
and  provides  for the payment of $25,000  per month  through May 15, 1998 after
which time the entire  balance of the Stucki  Note will be due and  payable.  In
addition,   the  May  15  modification  provided  for  the  release  to  GVI  of
approximately 200 acres of the Stucki parcel at a cost of $6,500 per acre. As of
May 31, 1997, a balance of approximately  $2,234,000 remained outstanding on the
Stucki note, inclusive of principal and accrued interest.

          GVI owns two  additional  parcels of land  contiguous  to the 487-acre
Stucki land.  The first  parcel,  approximately  129 acres,  was acquired by the
Company from an unaffiliated third party and transferred to GVI in December 1992
under the LTI Real Estate  Acquisition  Agreement.  The  purchase  price for the
parcel was paid in full by delivery  of 13,000  shares of the  Company's  common
stock. The second parcel (54 acres) was Purchased by GVI on June 1, 1994 from an
unaffiliated  third  party,  for a purchase  price of $500,000 and 600 shares of
GVI's common stock.  The terms of the purchase  were $25,000 cash down,  $25,000
payable 90 days from  closing,  and annual  payments of $100,000,  with interest
accruing  at a rate of 8% per annum.  GVI  intends to use the 54 acre parcel for
commercial  and higher  density  residential  development.  At June 30, 1997 the
balance owing on the purchase note was $355,890.

         On  December  31,  1997 GVI signed a trust deed note in favor of Miltex
Industries,  Geneva  Switzerland  for  $3,238,805.  GVI borrowed  these funds to
commence  construction  on the Red  Hawk  project.  The  note  requires  monthly
interest  payments  of 10.5%  through  June 10,  1999 at which  time the  entire
principle balance is due and payable. The note is secured by a trust deed on the
three parcels of land comprising the Red Hawk project.  Interest  payable on the
note at June 30,  1997 was  approximately  $170,000.  GVI  expects to be able to
convert this accrued  interest to Class B Preferred  stock.  Since  December 31,
1996 and through  June 30, 1997 GVI has  borrowed an  additional  $410,000  from
Miltex.

          On May 31,  1994 GVI  borrowed  $250,000  from the Foss  Lewis  Profit
Sharing Plan. The loan is secured by a trust deed in the second  position on the
Stucki  parcel,  a trust deed in the first  position on the 129-acre  parcel and
50,000 shares of GVI investment stock. The outstanding  balance of principle and
accrued  interest at June 30,  1997 was  $89,383.  Although  the Foss Lewis note
became due on May 31, 1995,  the holder has verbally  agreed to extend  payment,
and has taken no action against GVI. GVI's management expects to pay the note in
full before December 31, 1997.

         Red Hawk(R) current developments and twelve month plan of operation

         During fiscal year 1997  Washington  City completed  construction  of a
storage tank for culinary  (drinking)  water in close  proximity to Red Hawk(R),
together with a water pumping station and delivery lines which run through GVI's

<PAGE>

property.  As a result,  management believes that Red Hawk(R) will have adequate
quantities of culinary water available.  The cost to GVI for this water line was
$130,000.

         In July 1996 Granite  Construction broke ground on Phase I at Red Hawk.
Phase I will consist of 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.
Through  November  1996,  Granite  roughed in eighteen holes of the golf course,
graded the sites for 102 residential lots,  installed sewer laterals to the lots
and graded the major roads in the project.  Granite was paid  $1,981,681 for its
work. GVI employed Crown Golf to do the finish grading on the golf course. Crown
has been paid $35,817 and is owed  $218,721  through June 30, 1997.  In November
GVI stopped  construction  at its Red Hawk project until  additional  funding is
obtained. Management can give no assurance as to when financing will be obtained
and  construction  resumed.  During the fiscal year ending March 31,  1998,  the
Company  will  continue  to  assist  GVI in its  efforts  to  acquire  permanent
financing for development of Phase I at Red Hawk(R).

         Assuming adequate  financing can be obtained,  the Phase I construction
could be completed  within six months of the receipt of that financing at a cost
of approximately $5,700,000.  Additionally, a sewer line will need to be brought
to the property. As Washington City owns and is responsible for sewer lines, the
Company  must  negotiate  with the City with  respect  to the  construction  and
payment of the sewer line.  Construction costs are estimated to be approximately
$1,000,000 for the off-site  sewer.  GVI estimates  that an additional  $135,000
will be required for  construction  of a gas line.  There is a possibility  that
future expenditures for on-site electric power will be necessary;  however, this
has not been  determined and no estimates of costs will be obtained until future
demands  are  assessed.  The  final  plat for Red  Hawk  will be  recorded  upon
installation of all improvements  and/or bonding of Phase I. 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.  35
reservations  have been  taken for  residential  lots in Red  Hawk(R)  under the
pre-sales lot program.

COTTON MANOR AND COTTON ACRES

         In September  1991,  the Company  purchased  for an aggregate  purchase
price of $2,592,050,  two real estate developments  located in St. George, Utah,
consisting  of  approximately  80  contiguous  acres that  included  an existing
condominium   development   known  as  Cotton  Manor,  and  a  single  residence
development  known as  Cotton  Acres.  At the time of the  acquisition,  the two
developments  consisted of both developed and undeveloped  property. On December
31, 1992, pursuant to the LTI Real Estate Acquisition Agreement, GVI assumed all
of LTI's right,  title and interest in Cotton Manor and Cotton Acres and assumed
the related liabilities, including the Company's outstanding obligations.

         Debt

         The total  purchase  price for Cotton  Manor and Cotton Acres under the
Sales  Agreement  between  Property  Alliance  and the Company  was  $2,592,050,
payable as described  below.  LTI made an initial payment of $23,601 at the time
of the acquisition and assumed various  obligations of Property Alliance related
to the acquired properties including,  (i) a promissory note with an outstanding
balance of $277,304,  payable  $30,000 per year,  (ii) a promissory note with an
outstanding balance of $101,145, which has been paid in full and (iii) a Special
Improvement District (SID) obligation estimated at $53,000, of which $36,000 has
been paid through June 30, 1997. The Company also delivered to Property Alliance
a trust deed note in the principal amount of $1,387,000, bearing interest at the
rate of 10% per  annum,  which note is  secured  by a trust  deed  covering  the

<PAGE>

conveyed  properties.  A portion  of the  principal  on the trust  deed note was
payable in six annual  installments  of  $120,000  through  February 1, 1997 and
interest  is payable  in shares of LTI  common  stock.  In  addition,  the Sales
Agreement requires  mandatory  prepayments of 75% of the gross proceeds from the
sale of the  acquired  assets plus $2,000 from the sale of each Red Hawk(R) lot.
Although  the  Company  did not make  payments  on the  trust  deed  note on the
foregoing  terms, the Company and GVI have made various oral  arrangements  with
Property Alliance, described below, with respect to such payments. Additionally,
the Company issued 150,000  shares of its Series C Convertible  Preferred  stock
valued at $5.00 per share  ($750,000) which Preferred shares are to be converted
into GVI Common shares at which time the 150,000  Series C Preferred  shares are
to be canceled and returned to the Company.

         On June 30, 1994, Property Alliance, GVI and the Company entered into a
modification of the original Sales Agreement  under which, in  consideration  of
Property  Alliance  extending the due date of the first four annual  payments on
the Note (aggregating  $480,000) until July 31, 1995, GVI is obligated to make a
mandatory  prepayment  on the Note of $5,000  (rather  than $2,000) for each Red
Hawk(R) lot sold by GVI. In addition, GVI is obligated to pay Property Alliance,
as a mandatory  prepayment on the Note,  $175,000  from the first  $1,000,000 of
financing  proceeds GVI secures for  development  of Red Hawk(R).  As of May 31,
1997 the  principal  balance of the trust  deed note was  $646,502  and  accrued
interest, payable with ARDCO common stock, was $485,954.

         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.

         GVI currently  intends to build an additional 102 cottages as marketing
of the project develops. Each cottage is part of a single, detached planned unit
development (PUD). Two cottage models have been completed. Approval to construct
the  first  19  cottages  has  been  obtained  from  the  City  of  St.  George.
Installation of the water,  sewer and power lines for the 19 units is completed.
GVI has recently commenced  marketing the 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,  known as Phase IV, GVI  intends to  commence  marketing  and  developing
additional Phases.

         Cotton Acres is a 61 acre  development  consisting of 259 lots. All 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.
These lots have been  pre-sold  and should all close prior to  September,  1997.
Development and sale of the remaining lots should be completed within two years.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

         No  information  is  presented  as to industry  segments.  The Company,
through its subsidiary GVIC, is presently  engaged in the principal  business of
developing  residential  and  recreational  real  estate  projects.  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  for a
statement of the  Company's  revenues and  operating  profit (loss) for the past
three fiscal years.

<PAGE>

Item 2.           Properties.

         The  Company's  executive  offices  are  located at 102 West 500 South,
Suite 400,  Salt Lake  City,  Utah  84101.  This  office  facility  consists  of
approximately  2,150  square  feet and was being  leased  pursuant to a 24-month
lease which expired on May 31, 1997.  The Company is paying $2,229 for the space
on a month-by-month basis.  Management intends to renegotiate the lease, or move
to a different  office space  within the same  building and sign a new lease for
multiple  years.  The Company shares this office space with GVI. The Company and
GVI  have an oral  agreement  pursuant  to which  GVI pays the rent and  certain
related  overhead  charges for both companies and the Company pays the salary of
certain of GVI's  employees  who  provide  part-time  services  to the  Company.
Historically,   the  value  of  the  rent  and  overhead  charges  paid  by  GVI
attributable  to the Company have been  approximately  equal to the value of the
services  provided by GVI  employees on behalf of the Company,  however no exact
accounting has been maintained.

         GVIC's real estate  holdings  are  comprised  of one  recreational  and
residential  development  consisting of approximately 670 acres near St. George,
Utah named Red Hawk(R)  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 2002 are $77,721, $59,653, $35,256 and $20,566.

Item 3.   Legal Proceedings.

         No 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 certain  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 Company
intends to apply to have its common  stock  listed for  trading on the  National
Association of Securities Dealers Automated Quotation System (NASDAQ),  although
there is no assurance that such listing will be obtained.

<PAGE>

         The following  table  represents  the average range of high and low bid
quotations for the calendar quarters indicated since the first quarter of 1995.

                  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

         The foregoing  quotations were obtained from  broker-dealers and market
makers who provide  daily reports of the NASD  Electronic  Bulletin  Board.  The
above quotes reflect inter-dealer prices without retail mark-up,  mark-down,  or
commissions and may not necessarily represent actual transactions.

         As of June 30,  1997,  the Company had  1,841,486  shares of its common
stock issued and outstanding,  and there are 1,425 shareholders of record, which
figures do not take into consideration those shareholders whose certificates are
held in the name of broker-dealers.

         As of the date  hereof,  the Company has not paid or declared  any cash
dividends.  The  Company  can give no  assurance  that it will  generate  future
earnings from which cash  dividends can be paid.  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.  The shares were 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,  or
his designee, 500,000 shares of Series E Convertible Preferred Stock. The shares
were 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.

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

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 the 1996 issuance by GVI of 2,835,000 shares of
GVI stock valued at $1.00 per share in exchange for financial services,  and GVI
issuing 350,000 shares of GVI stock in exchange for promotional  services valued
at $1.00 per share.  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

         At March 31,  1997,  the Company had total  assets of  $13,323,105  and
total stockholders equity of $3,057,708 compared with total assets of $6,984,871
and total  stockholders  equity of $3,005,871 at March 31, 1996. The increase in
total assets of $6,338,234,  91% is due primarily to (i) recording $2,266,104 of
the Stucki land asset on the GVI balance  sheet (ii) the addition of  $2,200,000
in  construction  costs on the Red Hawk project (iii)  $1,200,000 of capitalized
development  related  interest.  Total  liabilities  at March 31, 1997 increased
$6,286,397,  158%, from  $3,979,000 to  $10,265,397.  The increase is due to (i)
recording  $2,266,104  of the Stucki debt  corresponding  to the land  described
above (ii) loans from Miltex  Industries  of  $3,238,805  for  construction  and
overhead in GVI (iii) an increase in current liabilities of $1,012,677 explained
below.

         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

<PAGE>

$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.  There are now two  townhomes  being used as
models until they are sold.

         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
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 current 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, with assistance from the Company, being able
to raise  additional  funds,  preferably  long term  financing.  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/Acres
developments as financing becomes available.  These sales will not be sufficient
to financially support the Company and GVI's Red Hawk project. The Company's and
GVI's ongoing overhead and land obligations are approximately $75,000 per month.
Additionally,  GVI has  approximately  $1,200,000  of long-term  debt due during
1998.  If the Company  does not receive  sufficient  financing  for the Red Hawk
project,  the Company intends to meet its obligations  through private or public
offerings of common and/or  preferred stock for cash and additional  borrowings.
No assurance can be given that the Company will succeed in obtaining  sufficient
financing for Red Hawk or, if  unsuccessful,  that it will raise sufficient cash
to meet its obligations through the sale of securities or additional borrowings.

Item 7.   Financial Statements and Supplementary Data.

         The Following financial  statements and documents are filed herewith on
the pages listed below, as part of Part II, Item 8 of this report.

Document      ..........................................................  Page
     1.  Financial Statements and Accounts Report:
              Independent Auditor's Report..............................   F-3

               Consolidated Balance Sheet...............................   F-4

              Consolidated Statements of Operations ....................   F-6
              Statement of Stockholders' Equity.........................   F-7

              Consolidated Statements of Cash Flows.....................   F-8

              Notes to Consolidated Financial Statements
              Notes 1 through 11........................................   F-10

     2.  Financial Statement Schedules

              Schedule VIII - Valuation and Qualifying Accounts.........   F-19

              Schedule X - Supplementary Income Statement Information...   F-20

              Schedule XI - Real Estate and Accumulated Depreciation....   F-21

<PAGE>

     Other  schedules  are omitted  because of the absence of  conditions  under
which they are  required or because  the  required  information  is given in the
consolidated financial statements or notes thereto.

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.

     All  directors  of the Company  serve a term of one (1) year until the next
Annual  Shareholders  Meeting or until  their  death,  resignation,  retirement,
removal,  disqualification,  or until  their  successors  have been  elected and
qualified.  Vacancies in the existing  board are to be filled by a majority vote
of the  remaining  directors.  Officers of the Company  serve at the will of the
Board of Directors.

     The  following  table sets forth the name 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
    Stephen B. Spencer    41   Secretary/Treasurer 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  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 an
auditor  with  Deloitte  and  Touche,  an  international  accounting  firm.  Mr.
Papenfuss graduated from Brigham Young University.

<PAGE>


          STEPHEN B. SPENCER, Secretary/Treasurer and a Director of the Company,
is a Certified  Public  Accountant  and has been the  Controller  of ARDCO since
1990.  From 1988 to 1990,  he  worked  for Mrs.  Fields,  Inc.  as an  Assistant
Financial  Controller  and then  Controller,  and from 1985 to 1988,  he was the
Director of Operations  for the Salt Lake  Convention and Visitors  Bureau.  Mr.
Spencer became a director of the Company in June,  1991. Mr. Spencer is also the
Secretary/Treasurer  and director of Golf  Ventures,  Inc., a subsidiary  of the
Company and a publicly traded corporation.

          DUANE H.  MARCHANT is the  President  and CEO of Golf  Ventures,  Inc.
since  January,  1993.  From 1990 until 1995 he was a Director and  President of
ARDCO. Mr. Marchant  directly  supervises all real estate  activities in GVI. He
has been involved in real estate development for over twenty years.

          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 1993. On October 9, 1996,  Mr. Badger
was arraigned in the U.S.  Federal  District Court for the Southern  District of
N.Y. on charges of conspiracy to commit securities fraud and criminal  contempt.
Mr. Badger is cooperating  fully with the U.S.  Attorney in the investigation of
this matter.

Item 10.  Executive Compensation.

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

         The  following  table  sets  forth  a  summary  of  cash  and  non-cash
compensation  for each of the last three  fiscal  periods  ended March 31, 1997,
1996,  and 1995,  with respect to the  Company's  Chief  Executive  Officer.  No
executive  officer of the  Company  has earned a salary  greater  than  $100,000
annually for any of the periods depicted.

                                             Summary Compensation Table

Name and
Principal Position                            Year              Salary
Karl F. Badger,                               1997              $73,058
President & CEO                               1996              $73,058
(from December, 1996 to present)              1995              $73,058

George H. Badger,                             1997              $50,400
President & CEO                               1996              $50,400
(from 1993 to December 1996)                  1995              $50,400

<PAGE>


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 June 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
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                51.50%
P.O. Box 880
12111 Geneva 3, Switzerland

George H. Badger                            131,487                 7.14%
102 West 500 South,  Suite 400
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                                    5                  *
102 West 500 South,  Suite 400
Salt Lake City, UT  84101

Barry L. Papenfuss                                0(1)               *
102 West 500 South,  Suite 400
Salt Lake City, UT  84101

Stephen B. Spencer, Trustee                 160,820(2)              8.73%
102 West 500 South, Suite 400
Salt Lake City, UT  84101

All Officers and Directors as a Group
(3 persons)                                 160,825                 8.73%
*Less than 1%


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.

--------
(1)      Mr. Papenfuss is  the holder 37,012  shares of the  Company's  Serie  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.

(2)      These shares were issued with the intent of  converting  the  Company's
         debenture  holders and Series B Convertible  preferred  shareholders to
         common stock.  These conversions have not taken place. Mr. Spencer will
         hold these shares in trust until the conversions have taken place.

<PAGE>

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

         (a) 3.  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)
      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
       21.1 (7)  Subsidiaries
       23.1 (7)  Consent of Independent Auditor
       27.1 (7)  Financial Data Schedule 
       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
                 1987, and
        (28.3)*  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)*

<PAGE>

            (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.


<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, President
                                                                           



Dated: July 11, 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 Executive           July 11, 1997
-----------------------       Officer and Director  
Karl F. Badger                (Principal Executive Officer)

/s/ Barry L. Papenfuss        Vice President and Director         July 11, 1997
-----------------------
Barry L. Papenfuss

/s/ Stephen B. Spencer        Secretary/Treasurer and             July 11, 1997
-----------------------       Director (Chief Financial 
Stephen B. Spencer            Officer, Chief Accounting 
                              Officer and Controller)


<PAGE>


                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY

                        Consolidated Financial Statements

                             March 31, 1997 and 1996


<PAGE>



                                 C O N T E N T S





Independent Auditors' Report ....................................... 3

Consolidated Balance Sheet ......................................... 4

Consolidated Statements of Operations .............................. 6

Consolidated Statements of Stockholders' Equity .................... 7

Consolidated Statements of Cash Flows ...............................8

Notes to the Consolidated Financial Statements .................... 10

Supplemental Schedules ............................................ 19



<PAGE>


                          INDEPENDENT AUDITORS' REPORT

Shareholders and Board of Directors
American Resources and Development Company

We  have  audited  the  accompanying  consolidated  balance  sheet  of  American
Resources and Development Company at March 31, 1997 and the related consolidated
statements of  operations,  stockholders'  equity,  and cash flows for the years
ended March 31, 1997 and 1996. These consolidated  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of American Resources
and  Development  Company at March 31, 1997 and the results of their  operations
and their cash flows for the years ended  March 31, 1997 and 1996 in  conformity
with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As discussed in Note 10 to
the  consolidated  financial  statements,  the Company has incurred  significant
losses since inception,  has a substantial working capital deficit, and has debt
significantly in excess of stockholders'  equity, all of which raise substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans in regard to these matters are also described in Note 10. The consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole.  The supplemental  schedules on pages 20 and 21 are
presented for purposes of additional analysis and are not a required part of the
basic consolidated financial statements.  Such information has been subjected to
the auditing procedures applied in the audit of the basic consolidated financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic consolidated financial statements taken as a whole.


/s/ Jones, Jensen & Company

Jones, Jensen & Company
Salt Lake City, Utah
June 19, 1997


<PAGE>
<TABLE>
<CAPTION>


                                    AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                                            Consolidated Balance Sheet


                                                      ASSETS
                                                                                                    March 31,
                                                                                                      1997
CURRENT ASSETS                                                                                ----------------

<S>                                                                                           <C>             
  Cash                                                                                        $         47,850
  Accounts receivable                                                                                   41,349
  Real estate inventories                                                                              932,439
  Merchandise inventory                                                                                291,169
  Prepaid and other current assets                                                                      23,682
  Current portion of contract receivable                                                                   472
                                                                                              ----------------
      Total Current Assets                                                                           1,336,961
                                                                                              ----------------      
PROPERTY AND EQUIPMENT

  Model home                                                                                           133,954
  Furniture, fixtures and equipment                                                                    146,412
  Vehicle under capital lease                                                                           17,852
                                                                                              ----------------

     Total depreciable assets                                                                          298,218
     Less: accumulated depreciation                                                                    (97,965)
                                                                                              ----------------
      Net Property and Equipment                                                                       200,253
                                                                                              ----------------
OTHER ASSETS

  Land held for development (Note 2)                                                                11,475,016
  Goodwill (Note 9)                                                                                    252,912
  Long-term portion of contract receivable                                                              55,993
  Deposits                                                                                               1,970
                                                                                              ----------------
     Total Other Assets                                                                             11,785,891
                                                                                              ----------------
     TOTAL ASSETS                                                                             $     13,323,105
                                                                                              ================
</TABLE>



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


                                        4

<PAGE>
<TABLE>
<CAPTION>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                     Consolidated Balance Sheet (Continued)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                                    March 31,
                                                                                                      1997
CURRENT LIABILITIES                                                                           ---------------- 

<S>                                                                                           <C>             
  Accounts payable                                                                            $      1,151,894
  Accrued expenses and other current liabilities                                                     1,108,635
  Current portion of notes payable (Note 3)                                                          1,213,866
  Current portion of capital lease obligations (Note 4)                                                 12,238
                                                                                              ----------------
     Total Current Liabilities                                                                       3,486,633
                                                                                              ----------------
LONG-TERM DEBT

  Commission payable                                                                                    90,000
  Long-term portion of notes payable (Note 3)                                                        6,356,331
  Long-term portion of capital lease obligations (Note 4)                                               13,394
  Notes payable, related parties (Note 9)                                                              319,039
                                                                                              ----------------
     Total Long-Term Debt                                                                            6,778,764
                                                                                              ----------------
COMMITMENTS AND CONTINGENCIES (Note 8)

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

PREFERRED STOCK, CLASS D SHARES: par value
 $0.001 per share; 100,000 and -0- shares
 Issued and outstanding, respectively. (Note 6)                                                         -
                                                                                              ----------------

STOCKHOLDERS' EQUITY

  Preferred stock, par value $0.001 per share: 10,000,000
   shares authorized; issued and outstanding: 102,220
   Series B shares, 150,000 Series C shares (Note 6)                                                       252
  Common stock, par value $0.001 per share: 125,000,000
   shares authorized; issued and outstanding: 1,835,486
   shares issued and 1,674,666 shares outstanding, respectively
   (See Note 7)                                                                                          1,835
  Additional paid-in capital                                                                        13,021,721
  Accumulated deficit                                                                               (9,966,100)
                                                                                              ----------------
      Total Stockholders' Equity                                                                     3,057,708
                                                                                              ----------------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                              $     13,323,105
                                                                                              ================
</TABLE>


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


                                        5

<PAGE>
<TABLE>
<CAPTION>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                      Consolidated Statements of Operations


                                                                                               For the Years Ended
                                                                                                     March 31,
                                                                                     -------------------------------------
                                                                                              1997                1996
INCOME                                                                                     ---------            -------- 

<S>                                                                                   <C>                <C>             
  Real estate sales                                                                   $        274,000   $        734,675
  Cost of real estate sales                                                                    158,066            512,528
                                                                                      ----------------   ----------------

     Gross Profit on Real Estate Sales                                                         115,934            222,147
                                                                                      ----------------   ----------------

EXPENSES

  Depreciation and amortization                                                                  5,517              3,773
  General and administrative expenses                                                        1,377,082          4,236,692
                                                                                      ----------------   ----------------

     Total Expenses                                                                          1,382,599          4,240,465
                                                                                      ----------------   ----------------

LOSS FROM OPERATIONS                                                                        (1,266,665)        (4,018,318)
                                                                                      ----------------   ----------------

OTHER INCOME AND (EXPENSES)

  Other revenue                                                                                 29,931            102,896
  Interest income                                                                               38,817              5,683
  Gain on sale of assets                                                                       215,375            149,463
  Interest expense                                                                             (42,260)           (25,869)
                                                                                      ----------------   ----------------

     Total Other Income and (Expenses)                                                         241,863            232,173
                                                                                      ----------------   ----------------

NET LOSS BEFORE INCOME TAXES AND
 MINORITY INTEREST                                                                          (1,024,802)        (3,786,145)

INCOME TAXES                                                                                    -                  -
                                                                                      ----------------   ----------------

NET LOSS BEFORE MINORITY INTEREST                                                           (1,024,802)        (3,786,145)

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

NET LOSS                                                                              $     (1,024,802)  $     (3,786,145)
                                                                                      ================   ================

NET LOSS PER SHARE OF COMMON STOCK                                                    $          (0.56)  $          (2.06)
                                                                                      ================   ================

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                                                                          1,835,486          1,835,486
                                                                                      ================   ================
</TABLE>


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


                                        6

<PAGE>

<TABLE>
<CAPTION>


                                         AMERICAN RESOURCE AND DEVELOPMENT COMPANY
                                             Statement of Stockholders' Equity
                                                  March 31, 1997 and 1996


                                                                                                      Additional
                                                       Common Stock                 Preferred Stock     Paid-in        Accumulated
                                            Shares         Amount         Shares         Amount        Capital           Deficit
                                           ---------   --------------    ---------  ------------    --------------  ---------------
<S>                                       <C>         <C>                <C>       <C>              <C>               <C>          
Balance, March 31, 1995                    1,835,486   $    1,835         252,220   $       252      $  7,679,394   $   (5,155,153)

Capital contributed by stock
 issuances of a subsidiary                    -            -               -             -              4,230,818           -

Net loss                                      -            -               -             -                 -            (3,786,145)
                                         -----------   ----------   -------------   -----------     ---------------   --------------

Balance, March 31, 1996                    1,835,486        1,835         252,220           252        11,910,212       (8,941,298)

Capital contributions by stock
 issuances of a subsidiary                    -            -               -             -              1,111,509           -

Net loss                                      -            -               -             -                 -            (1,024,802)
                                         -----------   ----------   -------------   -----------   ---------------   --------------

Balance, March 31, 1997                    1,835,486   $    1,835         252,220   $       252   $    13,021,721   $   (9,966,100)
                                         ===========   ==========   =============   ===========   ===============   ==============
</TABLE>

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


                                        7

<PAGE>
<TABLE>
<CAPTION>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                      Consolidated Statements of Cash Flows


                                                                                                For the Years Ended March 31,
                                                                                     ------------------------------------------     
                                                                                               1997                   1996
OPERATING ACTIVITIES                                                                         --------               --------     

<S>                                                                                  <C>                  <C>                 
  Net Income (Loss)                                                                  $     (1,024,802)    $        (3,786,145)
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization                                                               5,517                   3,773
    Common stock issued for services                                                           -                    3,260,000
   Changes in operating assets and liabilities:
    (Increase) Decrease in inventory                                                            5,936                 416,782
    (Increase) Decrease in notes and accounts
     receivable                                                                                35,688                  52,298
    Increase (Decrease) in other current assets                                                58,024                 (58,024)
    Increase (Decrease) in accounts payable and
     other current liabilities                                                                708,273                 402,577
                                                                                     ----------------     -------------------

     Net Cash Provided (Used) by Operating Activities                                        (211,364)                291,261
                                                                                     ----------------     -------------------

INVESTING ACTIVITIES

  Purchases of property and equipment                                                         (32,610)                 (8,495)
  Investment in land held for development                                                  (3,796,686)               (708,276)
                                                                                     ----------------     -------------------

     Net Cash Provided (Used) by Investing Activities                                      (3,829,296)               (716,771)
                                                                                     ----------------     -------------------

FINANCING ACTIVITIES

  Cash from acquisition on subsidiary                                                          19,954                  -
  Payments on long-term debt and capital lease obligations                                 (1,045,324)               (126,558)
  Long-term borrowings                                                                      3,246,497                 355,000
  Contributions from subsidiary                                                             1,076,639                  -
  Issuance of common and preferred stock for cash                                             -                       970,818
                                                                                     ----------------     -------------------

     Net Cash Provided (Used) by Financing Activities                                       3,297,766               1,199,260
                                                                                     ----------------     -------------------

INCREASE (DECREASE) IN CASH                                                                  (742,894)                773,750

CASH, BEGINNING OF YEAR                                                                       790,744                  16,994
                                                                                     ----------------     -------------------

CASH, END OF YEAR                                                                    $         47,850     $           790,744
                                                                                     ================     ===================
</TABLE>


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


                                        8

<PAGE>
<TABLE>
<CAPTION>


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


                                                                                            For the Years Ended March 31,
                                                                                     --------------------------------------
                                                                                          1997                    1996
                                                                                     ----------------     ------------------- 

CASH PAID FOR
<S>                                                                                  <C>                  <C>                
  Interest                                                                           $        370,046     $           147,370
  Income taxes                                                                       $         -          $            -

NON CASH FINANCING ACTIVITIES

  Common stock issued for services                                                   $         -          $         3,260,000
  Debt incurred for acquisition of inventory                                         $        190,365     $            -
  Debt incurred for acquisition of land held for development                         $      2,390,725     $            -
  Debt incurred for acquisition of property and equipment                            $        116,800     $            -
</TABLE>


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


                                        9

<PAGE>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             March 31, 1997 and 1996


NOTE 1 -       SIGNIFICANT ACCOUNTING POLICIES

               a. Organization

               American  Resources  And  Development  Company  (The Company) was
               formed as a Utah company on March 31, 1983 under the name Leasing
               Technologies Incorporated for the purpose of  leasing  equipment.
               The Company has significantly increased its investing  activities
               which include startup  companies, real estate development, and/or
               other projects.  Operations include related and non related party
               transactions.  In  March 1997, the  shareholders  of  the Company
               approved  a name  change  to America  Resources  and  Development
               Corporation.  In  addition,  the  shareholders  also  approved  a
               reverse split of its  common  stock  on a 1  share  for 20  share
               basis. The accompanying consolidated financial statements reflect
               this reverse split retroactively.
 
               Effective March 17, 1997, the Company acquired 80% of the  issued
               and outstanding  common  stock  of Fan-Tastic, Inc. (FTI), a Utah
               corporation, in exchange  for 100,000 shares  of  the   Company's
               class "D" preferred stock. This acquisition  has been   accounted
               for using  the  purchase method in  the acompanying  consolidated
               financial statements. See Note 9 for further discussion regarding
               this transaction.

               b. Property and Equipment

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

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

               c. Depreciation

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

               d. Net Loss Per Common Share

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



                                       10

<PAGE>



                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             March 31, 1997 and 1996


NOTE 1 -       SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

               e. Income Taxes

               Income taxes consist of Federal Income and State Franchise taxes.
               The Company has elected a March 31 fiscal  year-end for both book
               and income tax purposes.

               The  Company accounts for income taxes under  the   provisions of
               Statement of Financial  Accounting  Standards  No. 109  (SFAS No.
               109), "Accounting for Income Taxes," which requires the asset and
               liability method of accounting for tax deferrals.

               f. Cash and Cash Equivalents

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

               g. Estimates

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

               h. Concentrations of Risk

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

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

               i. Principles of Consolidation

               The  accompanying  consolidated   financial   statements  include
               American Resources and  Development  Company  (formerly   Leasing
               Technologies  Incorporated) and its subsidiaries, Golf  Ventures,
               Inc.  (GVI)  and  Fan-Tastic,  Inc.  (FTI),   neither  of   which
               are  wholly owned by the  Company.

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

               j. Inventories

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



                                       11

<PAGE>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             March 31, 1997 and 1996


NOTE 1 -       SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

               Income on real  estate  is  recognized  in  accordance  with  the
               provisions os FASB-66. Revenue and profits  from the sale of land
               and other real estate have been recognized using the full accrual
               method  for  all  periods presented.  As such, each sale has been
               determined  to have been consummated, with the buyers initial and
               continuing  investment  determined to show adequate demonstration
               of commitment  to pay. In  addition,  all  outstanding  remaining
               receivables related to these  transactions are not subject to the
               future  subordination and the Company no longer has a substantial
               continuing   involvement  with   the  property  with  the   buyer
               substantially  assuming the usual risks and  rewards of ownership
               of the property.

               Costs associated with real estate are accounted for in accordance
               with  the   provisions  of  FASB-67.  Accordingly,   acquisition,
               development and construction costs,  including property taxes and
               interest on  associated debt  and selling costs, are capitalized.
               Such costs are specifically  allocated  to the related  opponents
               or, if relating  to  multiple components, allocated on a pro rata
               basis as appropriate. Estimates are reviewed   periodically   and
               revised as  needed.  The respective  real  estate   projects  are
               also  periodically reviewed to determine the that carrying amount
               does not exceed  the net realizable value. To date, no  allowance
               has had  to be provided for estimated impairments  of value based
               on evaluation  of the projects.

               GVI recognizes gain  on real estate sales in accordance with  the
               provisions of FASB-66.

               l. Notes Receivable

               Notes receivable are shown  net of the allowance for bad debts of
               $5,000  at March 31, 1997.

               m. Goodwill

               Goodwill resulting from the acquisition of FTI will be  amortized
               using the straight-line method over a 15 year period.

NOTE 2 -      LAND HELD FOR DEVELOPMENT

              On March 30, 1990 the Company  purchased 486 acres of  undeveloped
              land from Karl Stucki and the Stucki Family Trust for  $3,004,356,
              and on July 31, 1990 the Company  purchased 130 acres from Dynamic
              American  Company  for  $610,000  which makes up the Red Hawk real
              estate  development.  On  December  28,  1992,  this  real  estate
              development,   together   with  Cotton   Manor/Cotton   Acres  was
              transferred to Golf Ventures, Inc. (GVI) in exchange for 3,273,728
              shares of GVI  common  stock.  The Red Hawk  land  (616  acres) is
              undeveloped,  and in  order  for GVI to  realize  its  investment,
              adequate financing will need to be obtained.


                                       12

<PAGE>


                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             March 31, 1997 and 1996


NOTE 2 -      LAND HELD FOR DEVELOPMENT (CONTINUED)

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

NOTE 3 -      NOTES PAYABLE

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

              Promissory note payments through August
                15, 2016 at $30,524 per year including
                interest at 10% per annum.                                                                  201,890

              Trust deed note payable, secured by land.
               Interest accrued at 8% per annum.  Payable
               $100,000 per year plus the accrued interest
               for that year.                                                                               355,890

              Note payable, unsecured, bearing interest at 12%,
               payable in monthly installments of $13,193, plus
               interest.                                                                                    105,546

              Trust  deed  note,  secured  by  land  and  50,000  shares  of the
               Company's common stock. Interest accrued at 15% per annum.
               Principal and interest due May 31, 1996.                                                      80,575

              Promissory  note  secured  by land.  Interest  accrued  at 10% per
                annum, payable in shares of the Company's common stock. $120,000
                plus a percentage of the proceeds of lot sales payable  annually
                beginning on February 1, 1991 through  February 1, 1997 at which
                time the balance will be due as a balloon  payment.  $2,000 from
                each Red Hawk lot sale also applies to the note.                                            646,502
                                                                                                   ----------------
              Balance forward                                                                      $      1,575,403
                                                                                                   ================

</TABLE>

                                       13

<PAGE>


                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             March 31, 1997 and 1996


NOTE 3 -      NOTES PAYABLE (CONTINUED)
<TABLE>

                                                                                                         March 31,
                                                                                                          1997
                                                                                                        ----------- 
              <S>                                                                                 <C>       
              Balance forward                                                                            $1,575,403

              Promissory  note  secured  by land,  bearing  interest  at  10.5%.
               Interest  payable monthly with principal and any accrued interest
               payable in full on June
               10, 1999.                                                                                  3,440,805

              Purchase  contract and note secured by land,  bearing  interest at
               10%.  Monthly  installments  of $25,000  due through May 15, 1998
               with remaining principal and
               accrued interest due in full.                                                              2,246,823

              Mortgage note payable secured by real estate bearing
               interest at 11.5%.  Due in monthly installment of $911.                                       90,915

              Mortgage note payable secured by real estate bearing
               interest at 8.125%.  Due in monthly installments of $919.                                    116,800

              Mortgage note payable secured by real estate bearing
               interest at 8.125%.  Due in monthly installments of $879.                                     99,451
                                                                                                   ----------------

              Subtotal                                                                                    7,570,197

              Less current portion                                                                        1,213,866

              Long-term portion                                                                    $      6,356,331
                                                                                                   ================

              Maturities of long-term debt are as follows:

                               March 31,    1998                                                   $      1,213,866
                                            1999                                                          2,282,797
                                            2000                                                          3,557,065
                                            2001                                                             73,718
                                            2002                                                             19,559
                                            Thereafter                                                      423,192
                                                                                                   ----------------
                                                                                                   $      7,570,197
                                                                                                   ================
</TABLE>

                                       14

<PAGE>



                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             March 31, 1997 and 1996


NOTE 4 -      CAPITAL LEASES

              Property  and equipment under capital leases as of March  31, 1997
              is summarized  as follows:

              Property and equipment                           $         35,255
              Less accumulated depreciation                             (12,175)
                                                               ----------------

              Net property and equipment under capital lease   $         23,080
                                                               ================


              At  March 31, 1997, the Company  and its subsidiaries have capital
              leases obligations as follows:

                              Year End
                              March 31

                               1998             $         15,689
                               1999                       13,492
                               2000                          302
                                                ----------------

              Total minimum lease payments                29,483
              Less interest and taxes                      3,851
                                                ----------------            
              Present value of net minimum 
               lease payments                             25,632
              Less current portion                        12,238
                                                ----------------
              Long-term portion of capital 
               lease obligations                $         13,394
                                                ================             

NOTE  5 -                 INCOME TAXES

              The Company  had net  operating loss  carry-forwards  available to
              offset future taxable income. The  Company has net  operating loss
              carry-forwards  of  approximately $9,900,000 to  offset future tax
              liabilities. The loss carry-forwards will begin to expire in 2007.

              Deferred income taxes payable are made up of the estimated federal
              and state income taxes on items of income and expense which due to
              temporary  differences  between books and taxes are deferred.  The
              temporary  differences  are  primarily  caused  by the  use of the
              equity  method  for  reporting  investment  in  subsidiaries.  The
              deferred  tax  asset is offset  in full by a  valuation  allowance
              because it can not be reasonably determined that the net operating
              loss will be useable.


                                       15

<PAGE>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             March 31, 1997 and 1996


NOTE 6 -      PREFERRED STOCK

              The shareholders of the Company have authorized  10,000,000 shares
              of  preferred  stock with a par value of $0.001.  The terms of the
              preferred stock are to be  determined when issued  by the board of
              directors of the Company.

              SERIES B:

              At March 31, 1997,  there are 102,220 shares of series B preferred
              stock  issue  and  outstanding.  The  holders of  these  series  B
              preferred  shares  are  entitled  to  an  annual  cumulative  cash
              dividend  of not less than sixty  cents  per  share. At  March 31,
              1997, there is a total of $251,450 of accrued and unpaid dividends
              related to the series B preferred stock which  have been  included
              in  the  accompanying  consolidated  financial  statements.  These
              series  B preferred  shares were  convertible  into  shares of the
              Company's common  stock which  conversion option expired March 31,
              1995.

              SERIES C:

              In  September  1991, the Company purchased  the Cotton  Manor real
              estate  project  as follows:
                         Cash                            $     23,601
                         Debt assumed                         431,449
                         Promissory note                    1,387,000
                         Series C preferred stock             750,000
                                                           ----------
                                                         $  2,592,050
                                                         ============

              The Company delivered to the seller,  150,000 shares of authorized
              but previously  unissued Series C preferred  stock,  which for the
              purpose of the agreement were valued at $5.00 per share or a total
              of  $750,000.  The  shares  of  Series C  preferred  stock  may be
              redeemed by the Company at any time prior to September 3, 1997, by
              the Company paying to the seller or its assigns,  the sum of $5.50
              cash per share if redeemed  within 12 months from the date hereof;
              $6.00 cash per share if redeemed between 12 and 24 months from the
              date hereof;  and $6.50 if redeemed  between 24 and 36 months from
              the date hereof;  and $7.00 cash per share if redeemed  between 36
              and 48 months  from the date  hereof;  and $7.50 cash per share if
              redeemed  within 48 and 60 months from the date  hereof.  Prior to
              the Company  redeeming  the  preferred  shares to be issued to the
              seller  hereunder and prior to the third day of  September,  1997,
              the seller will have the right to convert any remaining  shares of
              preferred  stock into shares of the Company's  common stock at the
              rate of 5 shares of common stock for each share of preferred stock
              converted.



                                       16

<PAGE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             March 31, 1997 and 1996


NOTE 6 -      PREFERRED STOCK (CONTINUED)

              CLASS D:

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

              Because of the conversion provisions  of  these Series D preferred
              shares, they have been reflected  separately  from  equity in  the
              accompanying consolidated financial statements.

NOTE  7 - COMMON STOCK ISSUED BUT NOT OUTSTANDING

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

NOTE 8 -      COMMITMENTS AND CONTINGENCIES

              The Company is leasing its principle place of business on a month-
              to-month basis for $2,229. The  Company shares  this office  space
              with GVI.

              FTI leases office and warehouse  space in Salt Lake City, Utah and
              leases  space for six retail  stores in various  locations.  Lease
              commitments for the years ended March 31, 1998 through  March  31,
              2002  are  $77,721, $59,653,  $35,256  and  $20,566, respectively.


                                       17

<PAGE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                 Notes to the Consolidated Financial Statements
                             March 31, 1997 and 1996


NOTE 9 -      ACQUISITION OF FAN-TASTIC, INC.

              As discussed in Note 1, the Company acquired 80% of the issued and
              outstanding common stock of Fan-Tastic, Inc. (FTI) in exchange for
              the issuance of 100,000 shares of the Company's Series D preferred
              stock. FTI is a franchiser  and owner of retail entertainment  and
              sports  stores doing business as Fan-A-Mania.  The acquisition was
              accounted   for  by   the  purchase   method  of  accounting,  and
              accordingly,  the purchase  price  has  been allocated  to  assets
              acquired  and  liabilities  assumed  based  on  their fair  market
              value at the  date  of  acquisition.  The  acquired  interest  was
              valued at $252,912, which represents liabilities assumed in excess
              of assets acquired  which  has  been  reflected  as  goodwill.  In
              addition,  the FTI acquisition  involves contingent  consideration
              based  on  FTI  achieving  specified  earnings  (see Note 6).  The
              additional cost of contingent  consideration  shall be  recognized
              in the period that the contingency is resolved.

              For the years  ended March 31, 1997 and 1996,  FTI  sustained  net
              losses of $(101,314)  and $(268,162) on gross revenues of $875,532
              and $386,204, respectively.

              Notes payable  to related parties  totaling $319,039  at March 31,
              1997  as  reflected in  the  accompanying  consolidated  financial
              statements consists of the $269,039  payable to the now 20% common
              stock  shareholders of FTI and  $50,000 payable  to a  significant
              shareholder  and  former  officer  and  director  of the  Company.
              These balances are not expected to be repaid in the current period
              and   therefore  have  been   reflected  as   long-term   in   the
              accompanying  consolidated financial statements.

NOTE 10 - GOING CONCERN

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

NOTE 11 - SUBSEQUENT EVENT

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

              One   of  the  Company's  subsidiaries,  GVI   has  entered   into
              discussions  with  an  unrelated  company  regarding  a   possible
              business  reorganization that would combine the two companies. The
              unrelated  company  is   extensively  involved   in  golf   course
              construction and management.

                                       18

<PAGE>

                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                             Supplemental Schedules
                             March 31, 1997 and 1996


Schedule VIII - Valuation and qualifying accounts

   Allowance for returns and bad debts:
<TABLE>
<CAPTION>

                                            Balance at                                                   Balance at
                                             Beginning                                                    End of
                                             of Year             Additions            Deductions           Year
                                        ----------------    ---------------     -----------------   ------------------   
<S>                                   <C>                 <C>                 <C>                 <C>              
   March 31, 1997                       $          5,000    $          -        $          -        $           5,000
   March 31, 1996                                  5,000               -                   -                    5,000

<CAPTION>

Schedule X - Supplementary income statement information

                                                                                              For the Years Ended
                                                                                                    March 31,
                                                                                --------------------------------------
                                                                                            1997               1996
                                                                                          --------           --------    
<S>                                                                             <C>                 <C>              
Maintenance and repair                                                          $          35,749   $          16,571
Depreciation and amortization                                                               5,517               3,773
Taxes, other than payroll and income taxes                                                  7,199              33,120
Royalties                                                                                        -                   -
Advertising                                                                                17,323               1,002

</TABLE>


                                       19

<PAGE>

<TABLE>
<CAPTION>


                                               AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                                                         Supplemental Schedules
                                                         March 31, 1997 and 1996
                                         Schedule XI - Real Estate and Accumulated Depreciation
                                                                                                                          Life on
                                                                                                                           which   
                                                         Costs        Gross                                             depreciation
                                                      capitalized     amount                                               in latest
                                                      (Disposals)    at which     Accumu-                                   income
                                             Initial   subsequent     carried     lated     Date of                       statements
                                              cost to      to         at close    deprec-   construc-     Date               is
      Description            Encumbrances     Company  acquisition   of period    iation     tion        acquired         computed
--------------------------- --------------   --------- -----------  -----------  --------- ---------    -------------   -----------

<S>                        <C>              <C>        <C>         <C>          <C>        <C>          <C>             <C>
Red Hawk Development
 St. George, Utah
 Undeveloped Land

  Convertible subordinated
   Debentures               $    185,000
  Foss Lewis Construction,
   Trust Deed Note                80,575
  Miltex Industries, Ltd.
   Promissory Note             3,440,805
  Daniel C. Watson
   Trust Deed Note               355,890
  Stucki income trust,
   Trust Deed Note             2,246,823

                            $  6,309,093  $   4,135,000 $ 6,242,166 $ 10,377,166  $    N/A     7-8-96      3-30-90        N/A
                            ============  ============= =========== ============  =========  =========   ==========   ==========

Cotton Manor/Cotton
 Acres Dev.
 St. George, Utah
 Improved residential

  Blaine Harmon Family
   Trust, Promissory Note   $   201,890
  Property Alliance, Inc.
   Promissory Note              646,502

                            $   848,392   $  1,902,130 $  (804,280) $ 1,097,850  $   N/A     9-1-91        9-1-91        N/A
                            ===========   ============ ===========  ===========  ========= =========     =========   ==========
</TABLE>

                                       20