U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                FORM 10-KSB/A2nd



         Annual report under Section 13 or 15(d) of the Securities  Exchange Act
         of 1934 

         For the fiscal year ended March 31, 1997, or

         Transition report under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934  

         For the Transition period from ________________ to ____________________

                         Commission file number 0-18865


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


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


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

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


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

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

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

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

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

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

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

         The aggregate  market value of the voting and non-voting  common equity
held by non-affiliates computed by reference to the average bid and asked prices
of such stock, as of April 6, 1998, was $ $1,095,838.

         The number of shares  outstanding of the issuer's common equity,  as of
April 6, 1998, was 1,890,481 shares.


         Transitional Small Business Disclosure Format:
Yes              No      X
     -------         ---------

<PAGE>





                                TABLE OF CONTENTS


                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS                                              1

ITEM 2.  DESCRIPTION OF PROPERTY                                              4

ITEM 3.  LEGAL PROCEEDINGS                                                    4

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  5


                                     PART II

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


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

ITEM 7.  FINANCIAL STATEMENTS                                                11


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
         AND FINANCIAL DISCLOSURE                                            11

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE  OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                   11

ITEM 10. EXECUTIVE COMPENSATION                                              13

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      15

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


<PAGE>


         The  information  contained  in this second  amended  Form 10-K for the
fiscal year ended March 31, 1997,  is as of the latest  practicable  date except
for financial information which relates to the fiscal year.


                                     PART I


Item 1.  Description of Business.

GENERAL

         American  Resources and Development  Company ("ARDCO" or the "Company")
was  incorporated  under the laws of the State of Utah on March 13, 1983,  under
the name of Leasing Technology, Incorporated. In March, 1997 the Company changed
its name to American  Resources and Development  Company.  The Company,  through
various  subsidiaries,  owns an  interest  in a  franchisor  and owner of retail
entertainment and sports stores,  and an investment in a regional  developer and
management  provider  of  golf  courses  and  related  developments.  When  used
throughout this report,  the Company shall include the  subsidiaries  unless the
context indicates otherwise. In addition to the above businesses, the Company is
actively  reviewing other  acquisition  possibilities  wherein the Company could
acquire an interest in  products,  properties,  technologies  and/or  businesses
believed  by  management  to  hold  potential  for  profit.  The  nature  of any
acquisition  and the  manner  of any  acquisition  cannot be  determined  at the
present time and will be subject to the business  judgment of  management of the
Company.  There is no  assurance  that the  Company  will be able to acquire any
interest in any other product, property, technology, or business.

         The  Company's  present  executive  offices are located at 102 West 500
South,  Suite 318, Salt Lake City, Utah 84101 and its telephone  number is (801)
363-8961.  As of April 6,  1998,  the  Company  had  twenty-two  (22)  full time
equivalent employees. On March 27, 1997, the Company effected a 1 for 20 reverse
stock split of its common stock.

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 April 6, 1998,  Fan-Tastic  owned 6 of its own
stores  (2  in  Utah  and  4  in  Oregon)  and  9  franchisees  (Utah,  Wyoming,
Pennsylvania,  Texas, Barbados,  Canada and Japan).  Fan-Tastic opened its first
Fan-A-Mania store in October,  1995, with the purpose of taking advantage of the
high growth and popularity of licensed entertainment and sports products.

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

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

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

<PAGE>


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

         International Franchising

         Fan-Tastic's  marketing  efforts  have also  resulted in  international
interest in the concept, with a first store opening in Bridgetown,  Barbados, in
December,  1996, and the signing of a master franchise agreement with a Japanese
company that opened its first store in December 1997 January 1998. Management of
Fan-Tastic believes a strong area of growth will be in the international  market
due to the growing interest in American  entertainment  and sports in the global
marketplace.

         Seasonality

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

         Competition

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

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

         Trademarks

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

         Employees

         As of April, 1998, Fantastic had 21 full time equivalent employees.



<PAGE>


GOLF VENTURES, INC.

         As of April 6, 1998,  the Company owned 502,746  shares of common stock
of Golf Ventures, Inc. (hereinafter "GVI"), a publicly held Utah corporation. As
of April 6, 1998,  such shares  represent  approximately  5.3% of the issued and
outstanding  common stock of GVI. This  percentage is prior to the conversion of
U.S. Golf  Communities  Preferred  Stock,  which upon conversion will reduce the
Company's  holdings to approximately  1.4% of the issued and outstanding  Common
Stock of GVI. In  addition,  in  connection  with GVI's  merger  with U.S.  Golf
Communities,  Inc. described below, and to resolve all intercompany transactions
between the Company  and GVI since 1992,  GVI, in July 1997,  issued the Company
823,343 shares of common stock. Subsequently, GVI converted such shares to their
own use but agreed to issue the Company 715,000 shares of common stock. However,
GVI has now refused to honor such  commitment  and the  Company is now  deciding
whether to seek legal recourse.

         Until  December,   1997,   GVI's  assets  consisted  of  the  Red  Hawk
International  Golf & Country Club (hereinafter  "Red Hawk"),  Cotton Manor, and
Cotton Acres, real estate developments located near St. George, Utah.

         On November 25, 1997, GVI announced that it had completed a merger with
U.S. Golf Communities, Inc. ("U.S. Golf Communities"), an Orlando based group of
affiliated  companies  principally  engaged in the acquisition,  development and
operations management of public, private and resort golf properties and adjacent
residential  real estate  throughout  the United  States.  The  transaction  was
structured as a reverse  merger with the assets of U.S. Golf  Communities  being
merged into GVI in exchange  for the  issuance by GVI of  convertible  preferred
stock to the current  owners of U.S.  Golf  Communities.  GVI issued  sufficient
shares of preferred stock to the  shareholders of U.S. Golf  Communities so that
when converted, such shareholders would own approximately 81% of the outstanding
common stock of GVI.

         Additional  information  regarding  the business of GVI can be found in
GVI's  reports  filed with the  Securities  and Exchange  Commission.  Since the
Company has no control over GVI, its interest in GVI after November 25, 1997, is
that of a passive shareholder.

FINALLY COMMUNITIES, INC.

         On March 22, 1998, the Company sold its shares in Finally  Communities,
Inc.  to William R. Vowell in  exchange  for the return of the stock  previously
issued to Mr. Vowell.

POTENTIAL ACQUISITIONS

         On  December  26,  1997,  the  Company  signed a Letter of Intent  with
respect to the acquisition of Pacific Printworks, Inc. ("PPI"). PPI is active in
the contract screenprinting and embroidery business.  Current negotiations would
provide for the purchase of one hundred percent (100%) of the outstanding common
stock of PPI,  through  issuance  by the  Company of $2.3  million of its common
stock, and the loan to PPI of funds in the amount of $300,000.00.  Two-thirds of
the stock issued will be subject to earnout consideration. The funds loaned will
be used for PPI's  operations and for the  assumption of  capitalized  leases of
approximately  $175,000.00.  The Company  had  advanced  one hundred  forty-five
thousand dollars ($145,000.00) to PPI on or before April 6, 1998, in the form of
a note  receivable.  The Letter of Intent with PPI  remains  subject to Board of
Director approval, negotiating and signing a definitive stock purchase agreement
by PPI  shareholders,  due diligence by all parties to the agreement,  and other
customary conditions. There can be no assurance that the Company will be able to
complete this, or any other acquisition.

         On March,  17, 1998,  the Company  signed a Letter of Intent to acquire
one hundred percent (100%) of the outstanding  common stock of Quade, Inc. Under
the terms of the Letter of Intent, the owner of Quade would receive $3.2 million
in Company stock; 5% of this stock would be issued at the  acquisition  date and
the  remaining  stock  would be  issued  over the  subsequent  3 years  based on
contingent earnout consideration.  The Company would also pay $100,000.00 on the
date of  acquisition  to former  partners  of  Quade,  Inc.,  and an  additional

<PAGE>


$500,000.00 is payable to Quade's former partners from  guaranteed  sub-licensee
royalties,  even in the event no sub-licensee royalties are paid. The Company is
also obligated to provide an additional $200,000.00 to Quade for working capital
purposes.  In 1997,  Quade,  Inc.,  acquired from the U.S. Polo Association ("US
Polo") the exclusive  master  licenses rights to the US Polo name for the United
States and  Canada.  For the last year Quade,  Inc.,  has been  developing  this
property including bringing on four  sub-licensees,  and serving as licensee for
knit tops including t-shirts,  fleece and polo shirts. The Letter of Intent with
Quade,  Inc. is subject to negotiating  and signing a definitive  stock purchase
agreement  with  the  shareholders  of US  Polo,  receiving  Board  of  Director
approval, the performance of due diligence by all parties to the agreement,  and
other customary  conditions.  There can be no assurance that the Company will be
able to complete this, or any other acquisition.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

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

Item 2.  Description of Property.

The Company's  executive  offices are located at 102 West 500 South,  Suite 318,
Salt Lake City, Utah 84101. This office facility consists of approximately 1,100
square  feet.  The  Company  is  paying  $1,016  per  month  for the  space on a
month-by-month basis.

Fan-Tastic  leases an office and warehouse  space in Salt Lake City,  Utah,  and
leases  retail  space for its six  stores.  Lease  commitments  from fiscal 1998
through fiscal 2004 are $150,241,  $154,730,  $161,453,  $118,887, $77, 317, and
$30,216.

Item 3.   Legal Proceedings.

         No material legal proceeding is pending at this time.

         On  December  18,  1997,  the   Securities   and  Exchange   Commission
(hereinafter  the  "Commission")  filed a civil  enforcement  action  complaint,
2:97CV  0963K in the United  States  District  Court for the  district  of Utah,
Central Division,  against George Badger,  former president of the Company, Karl
Badger, president of the Company, and others, alleging violations of the general
anti-fraud provisions of the federal securities laws. The complaint alleges that
George Badger  directed a scheme to manipulate the market for securities  issued
by   GVI   through   payments   to   various   broker-dealers   and   registered
representatives. The complaint alleges that Mr. Karl Badger arranged for some of
these  payments.  The  complaint  seeks a permanent  injunction  against  future
violations  of the  federal  securities  laws,  a court  order  prohibiting  the
defendants  from  future   participation   in  offerings  of  penny  stocks  and
disgorgement  of alleged  profits.  Mr.  Karl  Badger has filed an answer to the
complaint  denying  the  material  allegations  thereof,  and filed  Motions  to
Dismiss,  and intends to vigorously  defend the action. At the present time, the
Company has agreed to indemnify  and advance  legal  expenses for Karl Badger in
connection with this matter.

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

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

                                     PART II

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

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

Calendar Quarters                 High Bid          Low Bid
-----------------------------------------------------------

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

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

1997
----
1st Quarter                         6.50              2.50
2nd Quarter                         5.50              2.75
3rd Quarter                         5.25              2.00
4th Quarter                         1.75               .875
                                    =======================


         As of April 6, 1998,  the  Company had  1,890,481  shares of its common
stock issued and outstanding, and there were approximately 1,300 shareholders of
record.

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



<PAGE>


RECENT SALES OF UNREGISTERED SECURITIES

         On March 17, 1997, the Company  acquired 80% of the outstanding  shares
of Fan-Tastic for 100,000 shares of the Company's Series D Convertible Preferred
Stock.  These shares were issued to the 8 shareholders  of  Fan-Tastic,  each of
which signed an investment  letter. The issuance of these shares was exempt from
registration pursuant to Section (4)(2) of the Securities Act of 1933.

         On May 20, 1997 the Company  entered into an agreement  with William R.
Vowell to form Finally  Communities,  Inc. In consideration of Mr. Vowell's time
and effort to develop  the  Finally  business,  the  Company  issued Mr.  Vowell
500,000 shares of Series E Convertible  Preferred  Stock.  The issuance of these
shares was exempt from registration pursuant to Section (4)(2) of the Securities
Act of 1933.  In  connection  with the  Company's  sale of its shares in Finally
Communities, Inc. in February, 1998, these shares were returned to the Company.

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

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

RESULTS OF OPERATIONS

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

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

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

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

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

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

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

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

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

         The Fan-Tastic,  Inc.  acquisition  involves  contingent  consideration
based on Fan-Tastic,  Inc. achieving specified earnings.  The additional cost of
contingent  consideration shall be recognized in the period that the contingency
is resolved.

         The  earnings  per  share  calculation  includes   amortization  of  an
estimated contingent amount.  Assuming earnings of $700,000 by Fan-Tastic,  Inc.
over the three (3) year  contingent  period,  $1,000,000 of additional  Goodwill
would be recorded which would result in additional  amortization of $66,667,  or
3.5 cents per year over 15 years.

         The unaudited pro forma  summary  information  combining the results of
operations  of the  Company  and  Fan-Tastic,  Inc.  are  represented  as if the
acquisition had occurred at the beginning of fiscal 1997 and 1996,  after giving
effect to certain adjustments,  including the amortization of Goodwill. This pro
forma  summary does not  necessarily  reflect the results of  operations as they
would have been if the Company and  Fan-Tastic,  Inc. had  constituted  a single
entity during such periods.

                                                      Fiscal Years
                                                  1997              1996
                                                  ----              ----
          Net Revenue                        $ 1,149,532          $ 1,120,879
          Net Loss                            (1,142,977)          (4,071,168)
          Net Loss per share                        (.62)               (2.22)

         The basis used to determine the fair value of this  acquisition was the
net assets acquired. In addition, the total consideration given were the 150,000
stock options and the shares to be issued based on contingent earnings. Both the
stock options and the contingent shares are disclosed in the amended 10-KSB.

                  At  December  31,  1997,  the  Company  had  total  assets  of
$2,229,029,  total  liabilities of $2,533,251 and total  stockholders  equity of
$(304,222)  compared  with total assets of  $13,323,105,  total  liabilities  of
$10,265,397 and total  stockholders  equity of $3,057,708 at March 31, 1997. The
significant changes in assets, liabilities and stockholders equity is due to the
merger of the Company's former  consolidated  subsidiary,  Golf Ventures,  Inc.,
with U.S. Golf  Communities.  As a result of this merger,  the Company no longer
includes Golf Ventures in its consolidation.  The merger of the Company's former
subsidiary,  GVI,  provided  substantial debt relief.  At December 31, 1997, the
Company's  current  ratio  was  approximately  .84  current  assets to 1 current
liabilities.  Management intends to improve its financial  structure and provide
operating  capital through the conversion of debt and preferred  stock,  private
placement of the Company's common stock and sale of the Company's  securities in
GVI. The related  party debt  increase of $731,385  was  comprised of a $235,000
real estate purchase by Finally Communities to a company in which an officer has
ownership.  Finally Communities was in default on this at December 31, 1998. The
Company also received  $452,610 of debt from a  shareholder,  payable at 12% and
18% interest,  to fund  operations.  Of this debt,  67,485 was debt with Finally
Communities.  The  remainder  of new debt  with  this  shareholder  of  $385,125


<PAGE>

requires  interest  only  payments  until April of 1998,  at which time  monthly
payments  of $9,428 are  required.  In March  1998,  the  Company  sold  Finally
Communities to the President (Buyer) of Finally Communities. Under terms of this
agreement,  the Buyer  purchased  all of the  stock of  Finally  Communities  in
exchange  for all  Company  stock he  received  under the May 1997  purchase  of
Finally Communities by the Company and the assumption of all Finally Communities
debt.

         In  addition,  the  Company  will need to raise  additional  capital to
successfully  complete  certain  acquisitions.  In  December  1997,  the Company
entered  into a Letter of  Intent  for the  purchase  of a screen  printing  and
embroidery  company  ("Pacific  Printworks,  Inc." or "PPI").  Under the current
terms of  negotiations  related to that  Letter of  Intent,  the  Company  would
purchase  $2.3  million  of its  common  stock,  and loan funds in the amount of
$300,000  which will be used for the  company's  operations  and  assumption  of
capitalized leases of approximately $175,000. Two-thirds of the stock subject to
issuance  will be subject  to  earnout  consideration.  One  hundred  forty-five
thousand dollars had been advanced to the PPI at April 6, 1998, in the form of a
note receivable. The success of this purchase is subject to negotiating terms of
a definitive  purchase  agreement and completion of final due  diligence.  As of
April 6, 1998,  the  Company  was  contractually  committed  to provide  another
$155,000 to PPI.  The $155,000 of funds  advanced to PPI through  April 6, 1998,
were obtained primarily through debt issuances of $120,000 with a shareholder.

         Under the terms of the Letters of Intent  described  above, the Company
is obligated to provide $300,000.00 to Pacific Printworks,  Inc. ("PPI") for use
in PPI's operations (of which $145,000.00 had been paid prior to April 6, 1998),
and to provide  $300,000.00  to the  Apparel  Company  ($100,000.00  to a buyout
partner and $200,000.00 for working  capital  purposes).  The Company intends to
fund these  obligations from debt or equity financing and/or through the sale of
the Company's stock in GVI. As explained in the Potential  Acquisitions  Section
above, the Company's Letters of Intent are subject to negotiation,  execution or
a definitive agreement,  Board Approval, and due diligence by all parties to the
agreement. Therefore, there can be no assurance that the Company will be able to
complete any agreement committed to through a Letter of Intent.

PLAN OF OPERATIONS

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

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


<PAGE>

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

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

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

Possible Methods of Business Opportunity Acquisition

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

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

Evaluation of Potential Business, Property, Technology or Product Acquisitions

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

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

<PAGE>

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

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

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

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

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

                  6.   Other   factors   deemed   relevant   in   the   specific
circumstances.

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

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

Business Acquisitions:  Special Considerations

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

         In implementing a structure for a particular business acquisition,  the
Company may become a party to a merger,  consolidation  or  reorganization  with
another corporation or entity. Upon the consummation of such a transaction,  the
present  management and shareholders of the Company may not be in control of the
Company.  For example,  a majority or all of the Company's  directors  may, as a
part of the terms of the acquisition transaction,  resign and be replaced by new
directors without a vote of the Company's shareholders.
         It  can  be  anticipated   that  the  Company  may  effect  a  business
acquisition  through the issuance of its securities.  While the precise terms of
such transaction cannot be predicted, it may be expected that the parties to the
business  acquisition  will find it desirable to avoid the creation of a taxable
event  and  thereby   structure  the  acquisition  in  a  so-called  "tax  free"
reorganization under Section 368(a)(1) of the Internal Revenue Code.


<PAGE>

Item 7.  Financial Statements and Supplementary Data.

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


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

         This item is not applicable.

                                    PART III

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

Directors and Executive Officers

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


NAME                       AGE     POSITION HELD
-------------------------------------------------

Karl F. Badger              43     President, Chief Executive Officer and 
                                    Director
Barry L. Papenfuss          37     Vice President and Director
Timothy Papenfuss           38     Secretary/Treasurer, Chief Financial Officer
                                    and Director
B. Willes Papenfuss         39     Executive Vice-President

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


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

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

         B. WILLES PAPENFUSS, Executive Vice-President,  was appointed Executive
Vice-President   of  the  Company  in  December,   1997.  Mr.  Papenfuss  joined
Fan-Tastic,   Inc.  as  Vice-President   International  in  May,  1995.  He  was
Vice-President of U.S. Bank from 1991 to 1993, and Senior Vice-President of U.S.
Bank  from  1993 to  1995.  Mr.  Papenfuss  graduated  from  the  University  of
Washington with a Masters of Business  Administration  in 1985. Mr. Papenfuss is


<PAGE>

the brother of Barry Papenfuss,  Vice-President and Director of the Company, and
of Timothy Papenfuss, Chief Financial Officer and Director of the Company.

Commitment for Board Seats

         Pursuant to the  Letters of Intent,  described  above,  the Company has
agreed to appoint an officer of PPI and U.S. Polo to its Board of Directors.

Significant Employees and Consultants

         The following individual is a consultant to the Company.

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

         On  December  18,  1997,  the   Securities   and  Exchange   Commission
(hereinafter  the  "Commission")  filed a civil  enforcement  action  complaint,
2:97CV  0963K in the United  States  District  Court for the  district  of Utah,
Central Division,  against George Badger,  former president of the Company, Karl
Badger, president of the Company, and others, alleging violations of the general
anti-fraud provisions of the federal securities laws. The complaint alleges that
George Badger  directed a scheme to manipulate the market for securities  issued
by   GVI   through   payments   to   various   broker-dealers   and   registered
representatives. The complaint alleges that Mr. Karl Badger arranged for some of
these  payments.  The  complaint  seeks a permanent  injunction  against  future
violations  of the  federal  securities  laws,  a court  order  prohibiting  the
defendants  from  future   participation   in  offerings  of  penny  stocks  and
disgorgement  of alleged  profits.  Mr.  Karl  Badger has filed an answer to the
complaint denying the material allegations thereof, has filed Motions to Dismiss
the complaint, and intends to vigorously defend the action.

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

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

         Messrs. Badger, Papenfuss, Papenfuss and Papenfuss did not file Forms 3
within ten days of becoming  officers and/or  directors of the Company.  Messrs.
Papenfuss,  Papenfuss and  Papenfuss  have not filed Forms 3, 4, or 5, when they
became a director, nor when they were granted stock options. Based solely upon a
review of Forms 3, Forms 4 and Forms 5 and amendments  thereto  furnished to the
Company  pursuant to Rule 16a-3(e)  during the fiscal year ended March 31, 1997,
and written  representations  of certain of its directors and executive officers
that no Forms 5 were  required to be filed,  all other  directors  and executive
officers have filed with the  Commission on a timely basis all reports  required
to be filed under Section 16(a) of the Exchange Act.

<PAGE>

Item 10.  Executive Compensation.

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

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

<TABLE>
                                             SUMMARY COMPENSATION TABLE
<CAPTION>

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

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



<PAGE>


Employment Agreements.

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

Director Compensation

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

Stock Options

         In October,  1997 the Board of Directors ratified options for the three
officers of the  Company.  Pursuant  to this  action,  Mr. Karl Badger  holds an
option to purchase  100,000  shares of the  Company's  common stock at $2.00 per
share.  The option vests as to 10,000  shares at the end of each fiscal year and
the option may be exercised for a three year period following its vesting.  Both
Mr. Barry  Papenfuss,  Mr. Timothy  Papenfuss,  and Mr. B. Willes Papenfuss each
hold an option to purchase 20,000 shares of the Company's  common stock at $2.00
per share. Mr. Barry  Papenfuss,  and Mr. Timothy  Papenfuss'  options are fully
vested  as to  5,000  shares  at the end of each  fiscal  year.  Mr.  B.  Willes


<PAGE>

Papenfuss'  options  are fully  vested.  On the date of the Board of  Directors'
meeting the average  between  the bid and asked  price of the  Company's  common
stock was approximately $4.00.

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

The  following  table  sets  forth  information,  to the best  knowledge  of the
Company,  as of April 6, 1998,  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                             948,3361            51.50%
P.O. Box 880
12111 Geneva 3, Switzerland

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

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

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

Barry L. Papenfuss                                       02             *
3855 South 500 West #R
Salt Lake City, UT 84115

Timothy M. Papenfuss                                     03             *
3855 South 500 West #R
Salt Lake City, UT 84115

B. Willes Papenfuss                                      03             *
123 13 Southeast Wagoner Street
Portland, OR   97236

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

1 Banque SCS Alliance SA disclaims beneficial ownership.

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

<PAGE>



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

4 Mr. B. Willes  Papenfuss is the owner of 392 Shares of the Company's  Series D
Convertible  Preferred  Stock.  Mr. B.  Willes  Papenfuss  also owns  options to
purchase  865  shares of common  stock.  The  Series D  Preferred  Stock and the
options  are  convertible  and  exercisable  upon the same terms as set forth in
footnote 2 above. Mr. B. Willes Papenfuss additionally can receive stock options
as a  finder's  fee for  company  acquisitions  as  explained  above  in  "Stock
Options," under Item 10.

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.  George Badger, a shareholder and former Company
President,  and father to Company President Karl Badger,  has loaned the Company
$563,210.00  during the last thirteen (13) months.  The terms of these loans are
as follows:  Loan for $358,000  secured by Company assets with interest  payable
monthly at 12% with  monthly  principal  payments of $9,428  beginning  April 1,
1998,  until paid in full;  Loan for  $137,725  secured by Company  assets  with
interest payable monthly at 18% with no stated principal payments required;  and
Loan for $67,485 with 12%  interest,  and secured by assets of the Company.  The
loan funds were used by the Company for working capital.

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

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

         (a)      FINANCIAL STATEMENTS

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

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

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

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

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

                  (6)      Notes to Financial Statements.

         (b)      FINANCIAL STATEMENT SCHEDULES

                  (1)      Schedule VIII - Valuation and Qualifying Accounts.

                  (2)      Schedule   X   -   Supplementary   Income   Statement
                           Information.

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

         (d)      Exhibits

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

Exhibit No.       Exhibit Name
-----------       ------------

3.1 (1)           Articles of Incorporation
3.2 (2)           Amendment to Articles of Incorporation
3.3 (1)           By-Laws
3.4 (7)           Amendment on name change
3.5 (7)           Amendment on Series D designation
3.6 (7)           Amendment on Series E designation
10.1 (1)          Agreement with TechKNOWLOGY, Inc.
10.2 (1)          Financing Agreement
10.3 (1)          Exchange of Shares Agreement
10.4 (1)          Option Contract
10.5 (1)          Extension to Option Contract
10.6 (1)          Further Amendment to Option Agreement
10.7 (1)          Purchase Agreement
10.8 (1)          Amendment to Purchase Agreement
10.9 (1)          Addendum to Purchase Agreement
10.10 (1)         Purchase Agreement (Stella Trust)
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)
10.27             Termination Agreement (Vowell/The Company)
16.1 (2)          Letter Regarding Change in Certifying Public Accountant
21.               Subsidiaries
23.               Consent of Independent Auditor
99.1 (2)          List of Third Party Loans to TechKNOWLOGY, Inc.
(28.1)*
99.2 (2)          Lease of LTI Office
(28.2)*
99.3 (2)          Financial Statements for years ended March 31, 1989, 1988 and 
                  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.


                                   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:
                                   Karl F. Badger



Dated: April , 1998

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.




<PAGE>


      Signature                      Title                      Date         
      ---------                      -----                      ----         
                                                                             
                                                                             
                                                                             
------------------------     President, Chief Executive     April , 1998     
    Karl F. Badger             Officer and Director                         
                               (Principal Executive                         
                               Officer)                                     
                                                                        
------------------------     Vice President and Director    April , 1998     
  Barry L. Papenfuss                                                    
                                                                        
                                                                        
                                                                        
------------------------     Secretary / Treasurer and      April , 1998     
 Timothy M. Papenfuss          Director (Chief Financial                     
                               Officer, Chief Accounting    
                               Officer and Controller)      
                                             

<PAGE>







                                            SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                      AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                                      ------------------------------------------
                                                                    (Registrant)



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



Dated:   April 28, 1998
       ----------------

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.




<PAGE>


      Signature                      Title                       Date         
      ---------                      -----                       ----         
                                                                             
                                                                             
   /s/ Karl F. Badger                                                      
------------------------     President, Chief Executive     April 28, 1998     
    Karl F. Badger             Officer and Director         -------------- 
                               (Principal Executive                         
                               Officer)                                     
 /s/ Barry L. Papenfuss                                                     
------------------------     Vice President and Director    April 28, 1998
  Barry L. Papenfuss                                        --------------
                                                                        
                                                                        
/s/ Timothy M. Papenfuss                                                    
------------------------     Secretary / Treasurer and      April 28, 1998
 Timothy M. Papenfuss          Director (Chief Financial    --------------
                               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.



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

<PAGE>




                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                           Consolidated Balance Sheet


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

  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                                                         252,912
  Long-term portion of contract receivable                          55,993
  Deposits                                                           1,970
                                                          ----------------

     Total Other Assets                                         11,785,891

     TOTAL ASSETS                                         $     13,323,105
                                                          ================


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

<PAGE>


                 <TABLE>
 AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                     Consolidated Balance Sheet (Continued)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

<CAPTION>
                                                                        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.

<PAGE>


                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                      Consolidated Statements of Operations



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

  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
                                          ================   ================


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

<PAGE>


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

                                                                                                     
<CAPTION>
                                                Common Stock               Preferred Stock          Additional 
                                         ------------------------   ---------------------------       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.

<PAGE>


<TABLE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                      Consolidated Statements of Cash Flows


<CAPTION>
                                                                 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.


<PAGE>


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


<CAPTION>
                                                                            For the Years Ended March 31,
                                                                       ----------------------------------------
                                                                            1997                    1996
                                                                       ----------------     -------------------

<S>                                                                    <C>                  <C>                
CASH PAID FOR
  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.



<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  American  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  accompanying  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.



<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.  The  Company  realized  a gain of
               $215,375 on the sale of GVI common  stock on the year ended March
               31, 1997.

               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.

<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.


<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>
<CAPTION>
                                                                                       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
                                                                                  ----------------



<PAGE>


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


NOTE 3 -      NOTES PAYABLE (CONTINUED)
                                                                                       March 31,
                                                                                        1997
                                                                                  ----------------

              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>


<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.


<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.



<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.


<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.

              The  former  shareholders  of FTI  received  options  to  purchase
              150,000  shares of common stock at $2.00 per share.  These options
              shall vest on June 30, 1999 if net income of FTI for the  two-year
              period  ended  March 31, 1999  equals or exceeds  $550,000.  These
              options  expire on June 30, 2000.  No value was recorded for these
              options because of the contingency involving future earnings.

              However, in the calculation of earnings per share, amortization of
              an estimated contingent amount is considered. Assuming earnings of
              $700,000 by FTI over the three year contingent period,  $1,000,000
              of  additional  goodwill  would be recorded  which would result in
              additional  amortization of $66,667, or 3.5 cents per year over 15
              years.

              Unaudited  proforma summary  information  combining the results of
              operations  of the  Company  and  FTI as if  the  acquisition  had
              occurred at the  beginning  of fiscal 1997 and 1996,  after giving
              effect to certain adjustments, including amortization of goodwill.
              This proforma summary does not necessarily  reflect the results of
              operations  as they  would  have been if the  Company  and FTI had
              constituted a single entity during such periods.

                                                  Fiscal Years
                                     ----------------------------------
                                            1997               1996
                                     ---------------     -------------- 
              Net revenue            $     1,149,532     $    1,120,879
              Net loss                    (1,142,977)        (4,071,168)
              Net loss per share                (.62)             (2.22)

<PAGE>

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


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 EVENTS

              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.

              In  March  1998,  the  Company  sold  Finally  Communities  to the
              President  (Buyer) of  Finally  Communities.  Under  terms of this
              agreement,  the Buyer  purchased  all of the  assets  and stock of
              Finally  Communities in exchange for all Company stock he received
              under the May 1997  purchase  of  Finally by the  Company  and the
              assumption of all Finally  Communities debt. The sale is effective
              as of January as of January 1, 1998 and is expected to result in a
              gain on sale and discontinued operations of approximately $30,000.

              In December 1997, the Company  entered into a letter of intent for
              the purchase of a screen  printing and  embroidery  company  ("the
              Printing  Company").  Under  terms of the  letter of  intent,  the
              Company would purchase the Printing  Company  through  issuance of
              $2,300,000  of its common stock,  cash payments of $300,000  which
              will be used  for  the  Company's  operations  and  assumption  of
              capitalized   leases  of  approximately   $175,000.   Seventy-five
              thousand  of the cash  payment had been  advanced to the  Printing
              Company at  December  31,  1997 in the form of a note  receivable.
              Two-thirds  of the stock  subject to  issuance  will be subject to
              earnout consideration.  The success of this purchase is subject to
              negotiating   terms  of  a  definitive   purchase   agreement  and
              completion of final due diligence.



<PAGE>


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


NOTE 11 - SUBSEQUENT EVENT (Continued)

              In  addition,   in  March  1998,  the  Company   entered  into  an
              acquisition  letter of  intent  with a company  that  designs  and
              markets  licensed  branded  apparel (the Apparel  Company).  Under
              terms of the letter of intent,  the owner of the  Apparel  Company
              would  receive  $3.2  million in Company  stock;  5% of this stock
              would be issued at the  acquisition  date and the remaining  stock
              would  be  issued  over  3  years  based  on  contingent   earnout
              consideration.  Under terms of this letter of intent,  the Company
              is contractually obligated to provide $100,000 to buyout a partner
              in the Apparel Company and $200,000 for working  capital  purposes
              for the Apparel Company.  An additional $500,000 is payable to the
              Apparel  Company's  former partners from  guaranteed  sub-licensee
              royalties although the Company is obligated for the $500,000 if no
              sub-licensee  royalties  are paid.  The Company plans on obtaining
              these funds  through  private  placement of the  Company's  common
              stock and sale of the Company's  investment in GVI. The success of
              this  purchase  is subject to  negotiating  terms of a  definitive
              purchase agreement and completion of final due diligence.

<PAGE>


                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                       Notes to the Consolidated Financial
                 Statements March 31, 1997 and 1996 Schedule X -
                   Supplementary income statement information


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

<S>                                                                             <C>                 <C>              
Maintenance and repair                                                          $          35,749   $          16,571
Depreciation and amortization                                                             258,429               3,773
Taxes, other than payroll and income taxes                                                  7,199              33,120
Royalties                                                                                       -                   -
Advertising                                                                                17,323               1,002

</TABLE>


<PAGE>

<TABLE>
                   AMERICAN RESOURCES AND DEVELOPMENT COMPANY
                             Supplemental Schedules
                             March 31, 1997 and 1996
             Schedule XI - Real Estate and Accumulated Depreciation
                                                          
<CAPTION>
                                                                                                                       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>