**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**








**FORM
      10-K**





oANNUAL
      REPORT
      UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT


OF
      1934




For
      the
      fiscal year ended March 31, 2008


COMMISSION
      FILE NO. 000-18865


or


oTRANSITION
      REPORT UNDER SECTION 13
      OR 15(D) OF THE SECURITIES EXCHANGE


ACT
      OF
      1934




For
      the
      transition period from ______to______




**American
      Resources & Development Company**


(Name
      of
      small business issuer on its charter)





**Utah**
            
            87-0401400(State
                or Other
              Jurisdiction
                of
              Incorporation
                or
              Organization)
            
            (I.R.S.
                Employer
              Identification
                Number)





**5891
      Sagewood**


**Murray,
      Utah 84107**




**(801)
      230 1030**


(Address
      and telephone number


of
      principal executive offices and principal place of business)





Check
      whether the issuer (1) filed all reports required to be filed by sections 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  No o





Check
      if
      disclosure of delinquent filers pursuant 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. o




Registrant's
      revenue for its most recent fiscal year: $1,803,812





On
      March
      31, 2008 the aggregate market value of the voting stock of American Resources
      & Development Company held by non-affiliates of the registrant was $466,474.
      There is currently a limited public market for the registrant’s common
      stock.


As
      of
      March 31, 2008 there were 466,770,406 outstanding shares of common stock, par
      value $0.001.




Transitional
      Small Business Format: Yes o No o




Documents
      incorporated by reference: None.










**Cautionary
      Notice Regarding Forward Looking Statements**




“American
      Resources & Development Company,” “the Company,” “we,” “us” or “our” refers
      to American Resources & Development Company, a Utah corporation, and its
      subsidiaries, except where otherwise indicated or required by context. This
      report contains a number of forward-looking statements that reflect management’s
      current views and expectations with respect to our business, strategies, future
      results and events and financial performance. All statements made in this Annual
      Report other than statements of historical fact, including statements that
      address operating performance, events or developments that management expects
      or
      anticipates will or may occur in the future, including statements related to
      revenues, cash flow, profitability, adequacy of funds from operations,
      statements expressing general optimism about future operating results and
      non-historical information, are forward looking statements. In particular,
      the
      words “believe,” “expect,” “intend,” “ anticipate,” “estimate,” “may,”
variations of such words, and similar expressions identify forward-looking
      statements, but are not the exclusive means of identifying such statements
      and
      their absence does not mean that the statement is not forward-looking. These
      forward-looking statements are subject to certain risks and uncertainties,
      including those discussed below. Our actual results, performance or achievements
      could differ materially from historical results as well as those expressed
      in,
      anticipated or implied by these forward-looking statements. We do not undertake
      any obligation to revise these forward-looking statements to reflect any future
      events or circumstances.





Readers
      should not place undue reliance on these forward-looking statements, which
      are
      based on management’s current expectations and projections about future events,
      are not guarantees of future performance, are subject to risks, uncertainties
      and assumptions (including those described below) and apply only as of the
      date
      of this report. Our actual results, performance or achievements could differ
      materially from the results expressed in, or implied by, these forward-looking
      statements. Factors that could cause or contribute to such differences include,
      but are not limited to, those discussed below in “Risk Factors” as well as those
      discussed elsewhere in this report, and the risks discussed in our press
      releases and other communications to shareholders issued by us from time to
      time
      which attempt to advise interested parties of the risks and factors that may
      affect our business. We undertake no obligation to publicly update or revise




**ITEM
      1. DESCRIPTION OF BUSINESS**




(a)
      Company History and Development





American
      Resources & Development Company ("ARDCO" or "the Company"), formerly known
      as Leasing Technology, Incorporated, was incorporated in Utah on March 21,
      1983.
      On February 20, 1997 it name was changed to American Resources and Development
      Company. When used throughout this document, unless the context suggests
      otherwise, the "Company" refers to ARDCO and/or its subsidiaries.


2


**Leasing
      Technology Incorporated**





As
      Leasing Technology Incorporated ("LTI”), the Company was engaged in the venture
      capital business offering consulting expertise to selected business
      opportunities and was engaged in developing certain residential and recreational
      real estate projects. In 1990, the Company acquired the Palm Lakes real estate
      development near St. George, Utah. In 1991, the name of the development was
      changed to the Red Hawk(R) Country Club and in 1994, the name was again changed
      to Red Hawk(R) International Golf & Country Club ("Red Hawk(R)"). Also in
      1991, the Company purchased two residential developments in St. George
      consisting of condominiums, cottages, and single family dwelling lots known
      as
      Cotton Manor and Cotton Acres respectively.





In
      December 1992, the Company assigned all of its real estate holdings in Red
      Hawk(R), Cotton Manor and Cotton Acres to Golf Ventures, Inc. “GVI”, a publicly
      held Utah Corporation, in exchange for 3,273,728 shares of GVI common stock,
      which represented approximately 86% of GVIC's total outstanding shares. GVI
      further agreed to assume all obligations related to the acquired real estate.





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. In November 1997, GVI merged
      with Golf Communities of America “GCA”. Golf Communities of America was the
      controlling company in this merger and subsequent to the merger the combined
      company’s name changed to Golf Communities of America (“GCA”). This merger
      resulted in a less than 20% ownership in GVA by the Company. In 1999 GCA filed
      Chapter 11 bankruptcy which was subsequently changed to Chapter 7. Since that
      time the Company’s investment in GCA has been valued at $-0-.





**Amendment
      to Articles of Incorporation increasing capitalization** **** **to
      500,000,000 shares:** ****





On
      May
      10, 2004 the company amended its articles of incorporation to increase its
      capitalization to 500,000,000 shares with a par value of $0.001 per share.





(b)
      Business of the Company:





On
      June
      15 th ,
      2004
      the company acquired Springfield Finance & Mortgage, LLC (“SFM”) from
      Springfield Investments, Inc., a shareholder of the Company, in exchange for
      12,500,000 shares of its common stock. SFM was in the business of providing
      financing for new home construction.





The
      Company, through SFM, has provided financing for real estate development and
      new
      home construction, in Washington County, Utah by making loans secured by first
      trust deeds. The Company has loaned money to contractors who are building new
      homes and to developers who require financing to develop raw acreage into
      sub-divisions. In addition to being secured by first trust deeds, all loans
      have
      required that borrowers have full insurance coverage on every project being
      financed. The Company ceased engaging in real estate financing activities during
      the year ended March 31, 2007.


3





(c)
      Investment Policies





By
      March
      31, 2007, the real estate market in Washington County, Utah had slowed
      considerably so the Company terminated its business of providing financing
      for
      real estate development; and focused on investing in the ‘Futures Option
      market’. On April 18, 2007 the Company opened account number 396-44607 with
      Infinity Brokerage Services, 111 W Jackson Blvd., Suite 2010, Chicago, IL 60604;
      and engaged the services of Michael Douglas, MSI Trading, 735 Kari Ct., Byron,
      IL 61010; to assist in trading Option contracts in the S & P 500 Futures
      market. On May 31, 2007, the account at Infinity was transferred to Brewer
      Futures Group, LLC, 200 S. Michigan Avenue, 21 st Floor,
      Chicago, IL 60604.





There
      are
      no limitations on the percentage of the Company’s assets which the Company may
      invest in any one investment, or type of investment. Any Company policy
      regarding such investments may be changed without a vote of the Company’s
      shareholders. It is the Company’s policy to make investments primarily for
      income, though assets also may be acquired for possible capital
      gain.





(d)
      Description of the Option Contracts the Company has invested in:





Our
      investment goal is to take advantage of trading the RANGE of the market rather
      than the DIRECTION of the market. Significantly Out-of-the-Money Call and Put
      Option contracts on the S&P 500 Futures (the underlying) market are
      sold with 30 to 40 days remaining prior to each monthly
      expiration. We take advantage of the time decay of these
      Out-Of-The-Money options as the market stays between the two selected Strike
      Price levels. This strategy is called The
      Short Strangle . 
      In Option language it is called a "Combination Write". The
      profit is earned through the time decay of the option contracts
      (Sell High then Buy Back Low). These positions are closed out and
      reset after each monthly expiration, thus there are approximately 12 trades
      each year. The 30 day liquidity allows us to properly analyze the recent trading
      range to keep pace with the ever changing value of the S&P 500 Futures
      price. The re-positioning of the range for the next month is a critical
      component in controlling risk. From a cash management perspective this
      concept provides excellent liquidity. Call Option Strike Prices are usually
      sold
      100 pts. ABOVE the value of the underlying while Put Option Strike Prices
      are usually sold 125 pts. BELOW the underlying.




**Our
      Executive Offices**




The
      Company’s principal offices are located at 5891 Sagewood, Murray, Utah 84107,
      which is the residence of Thomas Stamos, the company’s president. The Company’s
      president allows the Company to use space at that location for no charge. The
      space and use of the facilities located at that address are donated to the
      Company by its president.


4


**Business
      Strategy**




The
      Company believes that one of the easiest way to be consistently successful
      in
      the financial markets is to trade the S & P 500 Futures Options –
‘Short Strangle Strategy’. Rather than buying a stock and hoping it goes up
      or picking the range that the stock will most likely trade in during a
      short period of time, the Company believes that to reduce stress and anxiety
      and
      insure the highest probability of success is to trade the range.




The
      Short
      Strangle Strategy allows the opportunity to trade the RANGE of the S&P
      500 market rather than the DIRECTION using Options contracts. If the market
      stays between the range of the market price selected, the desired profit is
      earned.  The Company wants to sell high Strike Price Call Options while at
      the same time selling low Strike Price Put Options. The time decay of the sold
      Option contracts value during the length of time the trade is open is where
      the profit comes from. We use S&P 500 Futures Options because there is
      more volume and liquidity in the S&P 500 Futures Option market and because
      this is the market the Institutions (Mutual Funds and Brokerage firms) use
      for hedging their stock portfolios.





To
      maintain liquidity for cash management requirements, the positions are reset
      EVERY 30 days after the Monthly Expirations of the Option positions. This also
      allows us to analyze the S&P 500 Futures trading range from
      the previous 30 days to assist us in setting the anticipated trading range
      for the next 30 days. We always keep pace with the market. Remember, the market
      is ALWAYS right. It is the investor’s opinion of the market that will be
      wrong.





We
      sell
      S&P 500 Futures Options, out-of-the-money, (75 to 100 pts. from the
      underlying) using 30 day or 60 day Call and Put options in combination,
      known as a “Combo” as a naked (uncovered) position. The Call Leg and the
      Put Leg have to be monitored daily due to the risk exposure. However, the
      risk can be minimized by rolling up or down using the same expiration date
      should the trade get in trouble (2 pt. Stop Loss to roll the position). At
      times, rolling up or down can actually yield a greater profit. Many Wall Street
      Institutions do this with their own money. The goal is to earn 4 pts. per
      month. Each point is worth $250. Each "combination" of a Call and a Put being
      sold costs approximately $9,500 in margin for the retail customer at most
      brokerage firms.




This
      is a
      high maintenance strategy where the risk has to be monitored intraday. To offset
      any overnight catastrophe, a Long Put position may be established each
      day 125 pts. O-T-M. It is then sold the following morning at a breakeven goal.
      Due to the nature of S&P 500 Futures Options, where they are pit traded, it
      is somewhat easy to get "your price".




There
      are
      two types of S&P 500 Options. The first being the S&P 500 Index
      (symbol SPX) otherwise known as the "cash market." Its Options trade at a
      value $100 per point. Its value is always below that of the S&P 500
      Futures value until they reach the quarterly expiration date on the
      3rd Friday (AM) in March, June, September and December. At
      expiration, they will have the same value. The second type is the
      S&P 500 Futures (quarterly symbols of SP_H, M, U, Z). Its Options trade
      at a value of $250 per point.


5


**Our
      Strengths**




We
      believe our competitive strengths will include: Utilizing the MSI Market Trading
      systems developed by Michael S. Douglas who will personally be advising us
      and
      recommending all trades. We have given Mr. Douglas Power of Attorney to trade
      our accounts; and, we pay him a five (5%) percent fee on each month’s net
      profits. Mr. Douglas has over
      20
      years in the financial investment field. He has built a strong foundation which
      we believe can truly assist the company. Mike has extensive experience in the
      financial markets, specializing in financial derivatives, as well as financial
      planning. These are all skills that he applies to educating and consulting
      his
      clients. MSI, will provide the company with unparalleled investment
      opportunities. Mike brings his philosophy that personal service is a top
      priority. He believes in working very closely with clients to ensure they get
      the best returns to meet their short term and long term financial objectives.
      Mike has educated hundreds of satisfied clients over the years. His direct
      line is 815-520-7119.





**RISK
      FACTORS**





The
      following factors affect our business and the industry in which it operates.
      The
      risks and uncertainties described below are not the only ones we face.
      Additional risks and uncertainties not presently known or that we currently
      consider immaterial may also have an adverse effect our business. If any of
      the
      maters discussed in the following risk factors were to occur; our business,
      financial condition, results of operations, cash flows, or prospects could
      be
      materially adversely affected.





**Risks
      Relating to our Business**





Futures
      and options trading involve substantial risk and we are advised that they may
      not be suitable for every investor. The valuation of futures and options may
      fluctuate, and, as a result, the Company may lose more than its original
      investment. The impact of seasonal and geopolitical events is factored into
      market prices. Past results are no indication of future performance. Information
      from whatever source is in no way guaranteed. No guarantee of any kind is
      implied or possible where projections of future conditions are
      attempted.





**The
      company attempts to minimize its investment risks by:**





1.
            Daily
                monitoring of the S & P 500 market as well as all other related
                markets that may have an impact on all trades. This is done by both
                Company employees as well as Michael Douglas, our trading advisor
                whose
                experience and expertise we rely on. In the event any trade may be
                in
                trouble of loosing we always either roll up or roll down the open
                positions accordingly.


6





2.
            Maintaining
                ‘Margin amounts’ in excess of those require by either the Brokerage Firm
                or the Chicago Board of Trade


3.
            Purchasing
                offsetting ‘Puts’ and ‘Calls’ whenever deemed
                necessary.





**Risks
      Related to Our Common Stock**





***There
      is currently no market for our securities, and there are substantial
      restrictions on the transferability of our
      securities.***





There
      is
      currently a limited market for our common stock. Accordingly, purchasers of
      the
      shares will be required to bear the economic consequences of holding such
      securities for an indefinite period of time. An active trading market for our
      common stock may not ever develop. Any trading market that does develop may
      be
      volatile and significant competition to sell our common stock in any such
      trading market may exist which could negatively affect the price of our common
      stock. As a result, the value of our common stock may decrease. Additionally,
      if
      a trading market does develop, such market may be highly illiquid, and our
      common stock may trade at a price that does not accurately reflect the
      underlying value of our net assets or business prospects. Investors are
      cautioned not to rely on the possibility that an active trading market may
      develop or in the prices at which our stack may trade in any market that does
      develop in making an investment decision.





***We
      presently do not intend to pay cash dividends on our
      stock.***




We
      currently anticipate that no cash dividends will be paid on any of our stock
      in
      the foreseeable future. While our dividend policy will be based on the operating
      results and capital needs of the business, it is anticipated that all earnings,
      if any, will be retained to finance future expansion of our business.




Our
      officers and directors control approximately 12.7% of our common stock.




**ITEM
      2. DESCRIPTION OF PROPERTY.** ****




The
      Company’s principal offices are located at 5891 Sagewood, Murray, Utah 84107,
      which is the residence of Thomas Stamos, the company’s president. The Company’s
      president allows the Company to use space at that location for no charge. The
      space and use of the facilities located at that address are donated to the
      Company by its president.




**ITEM
      3** **:
      LEGAL PROCEEDINGS.**




We
      are
      not currently a party to any legal proceedings.


7




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




No
      meetings were held in during the fiscal years ended March 31, 2008 and
      2007.




**PART
      II**





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


**SMALL
      BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES** ****




**Price
      Range of our Common Stock and dividend policy**




As
      of
      March 31, 2008 there were 467,039,666 shares of our common stock outstanding,
      held by approximately 1.339 shareholders of record, including shares held in
      street name. Our common stock is quoted on the Pink Sheets ‘Grey Market’ under
      the symbol “ADCO.” The following table sets forth, for the periods indicated,
      the high and low bids for our common stock; the bids reflect inter-dealer
      prices, without retail mark-up, mark-down or commission and may not represent
      actual transactions. The last reported bid for our common stock through March
      31, 2008 was $0.001 per share.




**Fiscal
                Year Ended March 31, 2006**First
                Quarter
            
            $
            0.001
            
            $
            0.001Second
                Quarter
            
            
            0.001
            
            
            0.001Third
                Quarter
            
            
            0.001
            
            
            0.001Fourth
                Quarter
            
            
            0.001
            
            
            0.001**Fiscal
                Year Ended March 31, 2007**First
                Quarter
            
            $
            0.001
            
            $
            0.001Second
                Quarter
            
            
            0.001
            
            
            0.001Third
                Quarter
            
            
            0.001
            
            
            0.001Fourth
                Quarter
            
            
            0.001
            
            
            0.001**Fiscal
                Year Ended March 31, 2008**First
                Quarter
            
            $
            0.001
            
            $
            0.001Second
                Quarter
            
            
            0.001
            
            
            0.001Third
                Quarter
            
            
            0.001
            
            
            0.001Fourth
                Quarter
            
            
            0.001
            
            
            0.001





The
      stock
      market has from time to time experienced significant price and volume
      fluctuations that are unrelated to the operating performance of particular
      companies. Like the stock prices of other small companies, the market price
      of
      our common stock may in the future be, subject to significant volatility.




**1.**
            **Market
                Information**





The
      Company’s common stock is currently traded on the “Pink Sheets”, and previously
      has been traded on the Bulletin Board. It is the Company’s understanding that
      the Company must be current on its filings with the Commission prior to
      reapplying for an OTCBB trading symbol.


8





There
      has
      been no active market for the Company's stock in the last two years; although
      it
      continues to be reported on the Pink Sheets. Accordingly, the Company has no
      range of high and low bid prices for the Company's common stock to
      report.





**2.**
            **Holders**





There
      were approximately 1,339
      shareholders of record of the Company's common stock as of March 31, 2008.
      Of
      the 467,039,666 shares issued and outstanding as of March 31, 2008, 466,994,441shares are considered ‘investment stock’ and 45,225 shares are considered
‘control stock’. They are all restricted. They have all been held for more than
      one (1) year and would be available for sale under Rule 144.





**3.**
            **Dividends**





The
      Company has never paid cash dividends on its stock and does not intend to do
      so
      in the foreseeable future. The Company currently intends to retain its earnings
      for the operation and expansion of its business. The Company's continued need
      to
      retain earnings for operations and expansion are likely to limit the Company's
      ability to pay dividends in the future.





**4.**
            **Options
                and Warrants**





There
      are
      no outstanding options or warrants to purchase additional shares of the
      Company’s common stock.





**5.**
            **"Penny
                Stock"**





The
      Company’s common stock is a "penny stock" as defined by the rules and
      regulations promulgated by the Securities and Exchange Commission. Pursuant
      to
      Section 3(a)(51)(A) of the Exchange Act of 1934, as amended, any equity security
      is considered to be a "penny stock" unless that security is:





·
            
            Registered
                and traded on a national securities exchange meeting specified SEC
                criteria;·
            
            authorized
                for quotation on NASDAQ;issued
                by a registered investment company;·
            
            excluded,
                on the basis of price of the issuer's net tangible assets, from the
                definition of the term by SEC rule; or·
            
            exempted
                from the definition by the SEC.




9


Currently,
      the Company's common stock does not fall within any of these non-penny stock
      categories.




The
      Commission's rules and regulations impose disclosure, reporting and other
      requirements on brokers-dealers in penny stock transactions. In summary, these
      requirements are as follows:





Brokers
      and dealers, prior to effecting any penny stock transactions, must provide
      customers with a document that discloses the risks of investing in the penny
      stock market. Section 15(g)(2) requires such risk disclosure documents to:





·
            contain
                a description of the nature and level of risk involved in the penny
                stock
                market;·
            fully
                describe the duties of the broker-dealer to the customer, and the
                rights
                and remedies available;·
            explain
                the nature of "bid" and "ask" prices in the penny stock
                market;·
            supply
                a toll-free telephone number to provide information on disciplinary
                histories;·
            describe
                all significant terms used in the risk disclosure
                document.





Also,
      prior to the transaction, the broker-dealer must obtain from the customer a
      manually signed and dated written acknowledgment of receipt of the disclosure
      document. The broker-dealer is required to preserve a copy of the acknowledgment
      as part of its records.





Brokers
      and dealers must disclose the bid and ask prices for penny stocks, the number
      of
      shares to which the prices apply, and the amount and description of any
      compensation received by the broker or dealer. Also, brokers and dealers are
      to
      provide each customer whose account contains penny stocks with a monthly
      statement indicating the market value of those stocks.





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





Statements
      contained herein that are not historical facts are forward-looking statements,
      as that term is defined by the Private Securities Litigation Reform Act of
      1995.
      Although the Company believes that expectation reflected in such forward-looking
      statements are reasonable, the forward-looking statements are subject to risks
      and uncertainties that could cause results to differ from those projected.
      The
      Company cautions investors that any forward-looking statements made by the
      Company are not guarantees of future performance and that actual results may
      differ materially from those in the forward-looking statements. Such risks
      and
      uncertainties include, with limitation: well established competitors who have
      substantially greater financial resources and longer operating histories,
      changes in the regulatory environment in which the Company competes, and access
      to sources of capital.


10





**Plan
      of Operation**





The
      Company is no longer engaged in the construction finance industry which
      generated revenues during the years prior to March 31, 2007. Accordingly, the
      Company’s plan of operation for its current year is to take advantage of trading
      the RANGE of the S & P 500 Futures Market





The
      Company intends, through its wholly owned subsidiary, Springfield Finance and
      Mortgage Company, LLC (“SFMC”), to take
      advantage of intraday price momentum changes by executing trades from both
      the
      Long (buy) side and the Short (sell) side. To accomplish this, we have engaged
      the services of Michal Douglas, to whom we pay a fee equal to five (5%) percent
      of each months net profits. Douglas uses a technical market indicator known
      as
      the DMI (Directional Momentum Indicator) developed by Welles Wilder in 1976
      which tells us when to “buy” the market or “sell” the market as an opening
      position. We further filter this indicator with the TICK Indicator
      before we execute any trade. The TICK gives an immediate check of the "pulse"
      of
      the market. The market we trade in is the S&P 500 E-Mini Futures which is
      tradable 23.5 hours each day and has the best price liquidity for trade
      efficiency. The S&P 500 E-Mini trades on average over 2 million contracts
      per day.





The
      Company will continue to finance its operations, from profits heretofore
      realized from its real estate financing; profits expected from its trading
      operations; and, loans from one third party. This third party is a shareholder
      of the Company.




While
      the
      company has found that loans from one third party are currently available,
      it is
      possible that such third party loans may not be available in the future. In
      that
      event, the Company’s ability to make large investments in the Futures markets
      could be substantially impaired. Investors and shareholders should be aware
      of
      the significant risks the company undertakes in funding its operations by
      receiving and relying on third-party loans for investment; and, also that
      Futures and options trading involves substantial risk and may not be suitable
      for every investor and / or shareholder. The valuation of futures, and options
      may fluctuate, and, as a result, the Company may lose more than its original
      investment..





The
      Company’s actual operating costs for the next year should be minimal. The
      Company intends to use 2 part-time employees as part of its operations.
      Management anticipates that operating costs for the first twelve (12) months
      will total approximately $18,000.00. Such costs shall be paid for from profits
      it receives from its investments in the Futures option market.


11





**Results
      of Operations**





For
      the
      Period from March 31, 2007 through March 31, 2008.





Revenues
      from continuing operations for the years ended March 31, 2008 and 2007 were
      $1,803,812 and $499,313, respectively. 100% of the revenues earned in the
      current year were the result of the Company’s investment short strangle
      strategy, wereas revenues from the prior year resulted primarily from real
      estate financing and development





Total
      operating expenses for the period ending March 31, 2008 were $259,305, compared
      to $202,505 in for the fiscal year ended March 31, 2007. This slight increase
      in
      operating expenses was largely the result of increased legal and professional
      fees. We reported net income of $1,823,743, or $0.00 per share, for the period
      ended March 31, 2008, an increase of $1,524,203 over the net income of $299,540,
      or $0.00 per share, reported for the year ended March 31, 2007. The increase
      in
      net income for the year ended March 31, 2008 was largely a result of management
      having a full year to devote the Company’s resources to the short strangle
      investment strategy, coupled by a relatively insignificant increase in overhead
      expenses.





**Liquidity
      and Capital Resources**





At
      March
      31, 2008, we had cash on hand of $21,429, and short-term investments in the
      amount of $3,364,330. We believe that current cash on hand is not sufficient
      to
      satisfy our cash requirements for the next twelve months, which we estimate
      to
      be approximately $600,000. Due to the fact that our limited operations have
      not
      generated cash flow sufficient to cover ongoing business expenses and/or we
      purchase additional equipment, we may have to rely on our directors, or on
      outside sources, to provide additional funds. However, we have no agreements
      with anyone to provide future funds to our Company. If our directors are unable
      to provide future funding, if the need arises, we may have to look at
      alternative sources of funding. Presently we are attempting to raise funds
      through a private placement of our shares of common stock. We do not have any
      firm commitments from third parties to provide funding, and there is no
      assurance that such funds will be available or, that even if they are available,
      that they will be available on terms that will be acceptable to us. In the
      event
      we are unable to secure necessary future funding, we may have to curtail our
      business or cease operations completely.





As
      reported by the Company’s auditors in Note 5 of our audited financial
      statements, the Company has not established revenues sufficient to cover its
      operating costs and allow it to continue as a going concern.





At
      March
      31, 2008, we had total assets of $3,385,759 and stockholders' equity of
      $3,385,759.


12




**Net
      Operating Loss**





We
      have
      accumulated approximately $9,500,000 of net operating loss carryforwards as
      of
      March 31, 2008, which may be offset against taxable income and income taxes
      in
      future years. The use of these losses to reduce future income taxes will depend
      on the generation of sufficient taxable income prior to the expiration of the
      net operating loss carryforwards. The carry-forwards expire in the year 2028.
      In
      the event of certain changes in control, there will be an annual limitation
      on
      the amount of net operating loss carryforwards which can be used. No tax benefit
      has been reported in the financial statements for the year ended March 31,
      2008
      because there is a 50% or greater chance that the carryforward will not be
      used.
      Accordingly, the potential tax benefit of the loss carryforward is offset by
      a
      valuation allowance of the same amount.





**Forward
      Looking and Cautionary Statements**





This
      report, including the sections entitled "Business," "Risk Factors" and
      "Management's Discussion and Analysis or Plan of Operations" contains
      forward-looking statements. These statements relate to future events or our
      future financial performance and involve known and unknown risks and
      uncertainties. These factors may cause our company's or our industry's actual
      results, levels of activity, performance or achievements to be materially
      different from those expressed or implied by the forward- looking statements.
      These risks and other factors include those listed under "Risk Factors" and
      elsewhere in this report. In some cases, you can identify forward-looking
      statements by terminology such as "may," "will" "should," "expects," "intends,"
      "plans," anticipates," "believes," "estimates," "predicts," "potential,"
      "continue," or the negative of these terms or other comparable
      terminology.





You
      should be aware that a variety of factors could cause actual results to differ
      materially from the anticipated results or other matters expressed in
      forward-looking statements. These risks and uncertainties, many of which are
      beyond our control, include:





·
            the
                sufficiency of existing capital resources and our ability to raise
                additional capital to fund cash requirements for future
                operations;·
            uncertainties
                following any successful acquisition or merger related to the future
                rate
                of growth of our business and acceptance of our products and/or services;·
            volatility
                of the stock market, particularly within the technology sector;
                and·
            general
                economic conditions.




Although
      we believe the expectations reflected in these forward-looking statements are
      reasonable, such expectations cannot guarantee future results, levels of
      activity, performance or achievements.





You
      are
      cautioned that any forward-looking statements are not guarantees of future
      performance and are subject to risks and uncertainties. Actual results may
      differ materially from those included within the forward-looking statements
      as a
      result of various factors. Cautionary statements in the risk factors section
      and
      elsewhere in this report identify important risks and uncertainties affecting
      our future, which could cause actual results to differ materially from the
      forward-looking statements made in this report.


13





**Recent
      Accounting Pronouncements**





SFAS
      No. 157, *Fair
      Value Measurements* **-** This
      Statement does not require any new fair value measurements, but rather, it
      provides enhanced guidance to other pronouncements that require or permit assets
      or liabilities to be measured at fair value. However, the application of this
      Statement may change how fair value is determined. The Statement is effective
      for financial statements issued for fiscal years beginning after November 15,
      2007, and interim periods within those fiscal years. As of December 1, 2007
      the
      FASB has proposed a one-year deferral for the implementation of the Statement
      for nonfinancial assets and nonfinancial liabilities that are recognized or
      disclosed at fair value in the financial statements on a nonrecurring basis.
      The
      implementation of this pronouncement had no material effect on the Company’s
      financial statements.




SFAS
      No. 158, *Employers’
      Accounting for Defined Benefit Pension and Other Postretirement Plans - an
      amendment of FASB Statements No. 87, 88, 106, and 132(R)* *-* This
      Statement requires that employers measure plan assets and obligations as of
      the
      balance sheet date. This requirement is effective for fiscal years ending after
      December 15, 2008. The other provisions of the Statement were effective as
      of
      the end of the fiscal year ending after December 15, 2006, for public companies.
      The implementation of this pronouncement had no material effect on the Company’s
      financial statements.





SFAS
      No. 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities - Including
      an
      amendment of FASB Statement No. 115* *-* This
      Statement provides all entities with an option to report selected financial
      assets and liabilities at fair value. The Statement is effective as of the
      beginning of an entity’s first fiscal year beginning after November 15, 2007,
      with early adoption available in certain circumstances. The implementation
      of
      this pronouncement had no material effect on the Company’s financial
      statements.





SOP
      No. 07-01, *Clarification
      of the Scope of the Audit and Accounting Guide “Investment Companies” and
      Accounting by Parent Companies and Equity Method Investors for Investments
      in
      Investment Companies* *-* SOP
      07-01 provides guidance for determining whether an entity is within the scope
      of
      the AICPA Audit and Accounting Guide *Investment
      Companies.* The
      provisions of the SOP are effective for fiscal years beginning on or after
      December 15, 2007, with earlier application encouraged. As of December 1, 2007
      the FASB has proposed an indefinite deferral of this SOP. The implementation
      of
      this pronouncement had no effect on the Company’s financial
      statements.





*EITF
      Issue No. 06-1, Accounting for Consideration Given by a Service Provider to
      a
      Manufacturer or Reseller of Equipment Necessary for an End-Customer to Receive
      Service from the Service Provider* **-** This
      consensus concludes that if the consideration given by a service provider to
      a
      manufacturer or reseller (that is not a customer of the service provider) can
      be
      linked contractually to the benefit received by the service provider's customer,
      the service provider should account for the consideration in accordance with
      EITF Issue 01-9. The consensus is effective for the first annual reporting
      period beginning after June 15, 2007. The implementation of this pronouncement
      had no effect on the Company’s financial statements.


14




*EITF
      Issue No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit
      Aspects of Endorsement Split-Dollar Life Insurance
      Arrangements* **-** This
      consensus concludes that for a split-dollar life insurance arrangement within
      the scope of this Issue, an employer should recognize a liability for future
      benefits in accordance with FASB Statement No. 106 (if, in substance, a
      postretirement benefit plan exists) or APB Opinion No. 12 (if the arrangement
      is, in substance, an individual deferred compensation contract) based on the
      substantive agreement with the employee. The consensus is effective for fiscal
      years beginning after December 15, 2007, with early application permitted.
      The
      implementation of this pronouncement had no effect on the Company’s financial
      statements.





*EITF
      Issue No. 06-8, Applicability of the Assessment of a Buyer's Continuing
      Investment under FASB Statement No. 66, “Accounting for Sales of Real Estate”,
      for Sales of Condominiums* **-** This
      consensus concludes that an entity is required to evaluate the adequacy of
      a
      buyer’s initial and continuing investment for purposes of determining whether it
      is appropriate to recognize profit from a real estate sale involving a
      condominium unit or time-sharing interest under the percentage-of-completion
      method under Statement No. 66. The consensus is effective for the first annual
      reporting period beginning after March 15, 2007. The implementation of this
      pronouncement had no effect on the Company’s financial statements.




*EITF
      Issue No. 06-10, Accounting for Collateral Assignment Split-Dollar Life
      Insurance Arrangements* **-** In
      this
      Issue, a consensus was reached that an employer should recognize a liability
      for
      the postretirement benefit related to a collateral assignment split-dollar
      life
      insurance arrangement in accordance with either FASB Statement No. 106 or APB
      Opinion No. 12, as appropriate, if the employer has agreed to maintain a life
      insurance policy during the employee's retirement or provide the employee with
      a
      death benefit based on the substantive agreement with the employee. A consensus
      also was reached that an employer should recognize and measure an asset based
      on
      the nature and substance of the collateral assignment split-dollar life
      insurance arrangement. The consensuses are effective for fiscal years beginning
      after December 15, 2007, including interim periods within those fiscal years,
      with early application permitted. The implementation of this pronouncement
      had
      no effect on the Company’s financial statements.





*EITF
      Issue No. 06-11, Accounting for Income Tax Benefits of Dividends on Share-Based
      Payment Awards* **-** In
      this
      Issue, a consensus was reached that a realized income tax benefit from dividends
      or dividend equivalents that are charged to retained earnings and are paid
      to
      employees for equity-classified nonvested equity shares, nonvested equity share
      units, and outstanding equity share options should be recognized as an increase
      in additional paid-in capital. This Issue should be applied prospectively to
      the
      income tax benefits that result from dividends on equity-classified employee
      share-based payment awards that are declared in fiscal years beginning after
      December 15, 2007, and interim periods within those fiscal years. Early
      application is permitted. The implementation of this pronouncement had no effect
      on the Company’s financial statements.





*EITF
      Issue No. 07-3, Accounting for Nonrefundable Advance Payments for Goods or
      Services Received for Use in Future Research and Development
      Activities* **-** In
      this
      Issue, a consensus was reached that *nonrefundable* advance
      payments for future research and development activities should be deferred
      and
      capitalized. This Issue is effective for financial statements issued for fiscal
      years beginning after December 15, 2007, and interim periods within those fiscal
      years. Early application is not permitted. The implementation of this
      pronouncement had no effect on the Company’s financial statements.





15




*FSP
      No. FAS 158-1, Conforming Amendments to the Illustrations in FASB Statements
      No.
      87, No. 88, and No. 106 and to the Related Staff Implementation
      Guides* **-** This
      FSP
      provides conforming amendments to the illustrations in FASB Statements No.
      87,
      88, and 106 and to related staff implementation guides as a result of the
      issuance of FASB Statement No. 158. The conforming amendments made by this
      FSP
      are effective as of the effective dates of Statement No. 158. The unaffected
      guidance that this FSP codifies into Statements No. 87, 88, and 106 does not
      contain new requirements and therefore does not require a separate effective
      date or transition method. The implementation of this pronouncement had no
      effect on the Company’s financial statements.





*FSP
      No. FIN 39-1, Amendment of FASB Interpretation No. 39* *-* This
      FSP
      amends FASB Interpretation (FIN) No. 39, *Offsetting
      of Amounts Related to Certain Contracts,* to
      permit
      a reporting entity to offset fair value amounts recognized for the right to
      reclaim cash collateral or the obligation to return cash collateral against
      fair
      value amounts recognized for derivative instruments executed with the same
      counterparty under the same master netting arrangement that have been offset
      in
      accordance with paragraph 10 of FIN 39. The guidance in this FSP is effective
      for fiscal years beginning after November 15, 2007, with early application
      permitted. The implementation of this pronouncement had no effect on the
      Company’s financial statements.




*FSP
      No. FIN 46(R)-7, Application of FASB Interpretation No. 46(R) to Investment
      Companies* **-** This
      FSP
      addresses the application of FASB Interpretation (FIN) No. 46 (revised December
      2003), *Consolidation
      of Variable Interest Entities* ,
      by an
      entity that accounts for its investments in accordance with the specialized
      accounting guidance in the AICPA Audit and Accounting Guide, *Investment
      Companies* .
      The
      provisions of the FSP are effective when the entity adopts SOP 07-01. The
      implementation of this pronouncement had no effect on the Company’s financial
      statements.





*SEC
      Staff Accounting Bulletin No. 109, Written Loan Commitments Recorded at Fair
      Value Through Earnings* ***-*** SAB
      109
      expresses the current view of the staff that the expected net future cash flows
      related to the associated servicing of the loan should be included in the
      measurement of all written loan commitments that are accounted for at fair
      value
      through earnings.  SEC registrants are expected to apply the views in
      Question 1 of SAB 109 on a prospective basis to derivative loan commitments
      issued or modified in fiscal quarters beginning after December 15, 2007. The
      implementation of this pronouncement had no effect on the Company’s financial
      statements.





16







**ITEM
      7. FINANCIAL STATEMENTS**







**AMERICAN
        RESOURCES AND DEVELOPMENT COMPANY**
 **AND
        SUBSIDIARIES**
 
 **CONSOLIDATED
        FINANCIAL STATEMENTS**
 
 **March
        31, 2008 and 2007**
  17
 
 **C
        O N T E N T S**
 
 Independent
                  Auditors' Report
              19Consolidated
                  Balance Sheet
              20Consolidated
                  Statements of Operations
              21Consolidated
                  Statements of Stockholders' Equity (Deficit)
              22Consolidated
                  Statements of Cash Flows
              23Notes
                  to the Consolidated Financial Statements
              24
 
 18
  **MOORE
        & ASSOCIATES, CHARTERED**
 *ACCOUNTANTS
        AND ADVISORS*
 *PCAOB
        REGISTERED*
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 **To
        the Board of Directors**
 **American
        Resources and Development Company and Subsidiaries**
 
 We
        have
        audited the accompanying consolidated balance sheets of American Resources
        and
        Development Company and Subsidiaries as of March 31, 2008 and 2007, and the
        related consolidated statements of operations, stockholders’ equity and cash
        flows for the years ended March 31, 2008, 2007 and 2006. These 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 standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audits 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 and Subsidiaries as of March 31, 2008 and 2007, and the
        related consolidated statements of operations, stockholders’ equity and cash
        flows for the years ended March 31, 2008, 2007 and 2006, in conformity with
        accounting principles generally accepted in the United States of
        America.
 
 ***/s/
        Moore & Associates, Chartered***
 
 Moore
        & Associates Chartered
 Las
        Vegas, Nevada
 July
        2,
        2008
 
 *2675
        S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
        253-7501*
  19
   **AMERICAN
        RESOURCES AND DEVELOPMENT COMPANY AND SUBSIDIARIES**
 Consolidated
        Balance Sheets
 
 March
                  31,2008
              
              2007ASSETSCURRENT
                  ASSETSCash
              
              $
              21,429
              
              $
              1,865,852Notes
                  receivable
              
              
              -
              
              
              1,025,591Notes
                  receivable - related parties
              
              
              -
              
              
              200,000Investments
              
              
              3,364,330
              
              
              -Total
                  Current Assets
              
              
              3,385,759
              
              
              3,091,443TOTAL
                  ASSETS
              
              $
              3,385,759
              
              $
              3,091,443LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
                  LIABILITIESAccounts
                  payable and accrued expenses
              
              $
              -
              
              $
              2,913Total
                  Current Liabilities
              
              
              -
              
              
              2,913LONG-TERM
                  LIABILITIESNotes
                  payable
              
              
              -
              
              
              1,526,514Total
                  Long Term Liabilities
              
              
              -
              
              
              1,526,514TOTAL
                  LIABILITIES
              
              
              -
              
              
              1,529,427STOCKHOLDERS'
                  EQUITY (DEFICIT)Common
                  stock; $0.01 par value; 500,000,000 shares authorized; 467,039,666
                  shares
                  issued and outstanding
              
              
              467,040
              
              
              467,040Additional
                  paid-in capital
              
              
              11,553,822
              
              
              11,553,822Accumulated
                  deficit
              
              
              (8,635,103
              )
              
              (10,458,846
              )Total
                  Stockholders' Equity (Deficit)
              
              
              3,385,759
              
              
              1,562,016TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
              
              $
              3,385,759
              
              $
              3,091,443
 
 The
        accompanying notes are an integral part of these financial
        statements.
  20
  **AMERICAN
        RESOURCES AND DEVELOPMENT COMPANY AND SUBSIDIARIES**
 Consolidated
        Statements of Operations
 
 For
                  the Years EndedMarch
                  31,2008
              
              2007
              
              2006REVENUES
              
              $
              1,803,812
              
              $
              499,313
              
              $
              237,673COST
                  OF SALES
              
              
              -
              
              
              -
              
              
              -GROSS
                  PROFIT
              
              
              1,803,812
              
              
              499,313
              
              
              237,673EXPENSESGeneral
                  and administrative
              
              
              259,305
              
              
              202,505
              
              
              260,547Total
                  Expenses
              
              
              259,305
              
              
              202,505
              
              
              260,547OPERATING
                  INCOME (LOSS)
              
              
              1,544,507
              
              
              296,808
              
              
              (22,874
              )OTHER
                  INCOME (EXPENSES)Interest
                  expense
              
              
              (145,018
              )
              
              (44,456
              )
              
              (254,426
              )Interest
                  income
              
              
              117,689
              
              
              74,751
              
              
              -Loss
                  on disposal of fixed assets
              
              
              -
              
              
              (27,563
              )
              
              -Gain
                  on forgiveness of debt
              
              
              306,565
              
              
              -
              
              
              -.Total
                  Other Income (Expense)
              
              
              279,236
              
              
              2,732
              
              
              (254,426
              )NET
                  INCOME (LOSS)
              
              $
              1,823,743
              
              $
              299,540
              
              $
              (277,300
              )BASIC
                  INCOME (LOSS)PER SHARE
              
              $
              0.00
              
              $
              0.00
              
              $
              (0.00
              )WEIGHTED
                  AVERAGE NUMBER OF SHARES OUTSTANDING
              
              
              467,039,666
              
              
              466,905,036
              
              
              466,770,406
 
 The
        accompanying notes are an integral part of these financial
        statements.
  21
  **AMERICAN
        RESOURCES AND DEVELOPMENT COMPANY AND SUBSIDIARIES**
 Consolidated
        Statements of Stockholders' Equity (Deficit)
 
 AdditionalCommon
                  Stock
              
              Paid-In
              
              AccumulatedShares
              
              Amount
              
              Capital
              
              DeficitBalance,
                  March 31, 2004
              
              
              454,270,406
              
              $
              454,271
              
              $
              11,557,665
              
              $
              (10,477,051
              )Common
                  shares issued in acquisition of Springfield Finance and Mortgage,
                  LLC
              
              
              12,500,000
              
              
              12,500
              
              
              (3,574
              )
              
              -Net
                  loss for the year ended March 31, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              (4,035
              )Balance,
                  March 31, 2005
              
              
              466,770,406
              
              
              466,771
              
              
              11,554,091
              
              
              (10,481,086
              )Net
                  loss for the year ended March 31, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              (277,300
              )Balance,
                  March 31, 2006
              
              
              466,770,406
              
              
              466,771
              
              
              11,554,091
              
              
              (10,758,386
              )Common
                  shares issued into reserve
              
              
              269,260
              
              
              269
              
              
              (269
              )
              
              -Net
                  income for the year ended March 31, 2007
              
              
              -
              
              
              -
              
              
              -
              
              
              299,540Balance,
                  March 31, 2007
              
              
              467,039,666
              
              
              467,040
              
              
              11,553,822
              
              
              (10,458,846
              )Net
                  income for the year ended March 31, 2008
              
              
              -
              
              
              -
              
              
              -
              
              
              1,823,743Balance,
                  March 31, 2008
              
              
              467,039,666
              
              $
              467,040
              
              $
              11,553,822
              
              $
              (8,635,103
              )
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
  22
  **AMERICAN
        RESOURCES AND DEVELOPMENT COMPANY AND SUBSIDIARIES**
 Consolidated
        Statements of Cash Flows
 
 For
                  the Years EndedMarch
                  31,2008
              
              2007
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  income (loss)
              
              $
              1,823,743
              
              $
              299,540
              
              $
              (277,300
              )Adjustments
                  to reconcile net loss to net cash provided (used) by operating
                  activities:Depreciation
              
              
              -
              
              
              1,894
              
              
              2,302Loss
                  on disposal of fixed assets
              
              
              -
              
              
              13,513
              
              
              -Gain
                  on forgiveness of debt
              
              
              (297,673
              )
              
              -
              
              
              -Change
                  in investments
              
              
              (2,239,655
              )
              
              -
              
              
              -Changes
                  in operating assets and liabilitiesIncrease
                  in accounts receivable
              
              
              -
              
              
              (20,407
              )
              
              44,316Increase
                  in notes receivable
              
              
              -
              
              
              238,350
              
              
              -Increase
                  in notes receivable - related party
              
              
              -
              
              
              117,082
              
              
              -Increase
                  in other assets
              
              
              -
              
              
              16,482
              
              
              (21,229
              )Increase
                  (decrease) in accounts payable and accrued expenses
              
              
              115,391
              
              
              (55,178
              )
              
              314,446Net
                  Cash Provided (Used) by Operating Activities
              
              
              (598,194
              )
              
              611,276
              
              
              62,535CASH
                  FLOWS FROM INVESTING ACTIVITIESCash
                  paid for investments
              
              
              (1,725,000
              )
              
              -
              
              
              -Decrease
                  in land
              
              
              -
              
              
              585,239
              
              
              61,018Increase
                  in fixed assets
              
              
              -
              
              
              (8,658
              )
              
              -Net
                  Cash Provided (Used) by Investing Activities
              
              
              (1,725,000
              )
              
              576,581
              
              
              61,018CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from short-term debt
              
              
              -
              
              
              64,153
              
              
              12,500Net
                  payments on notes receivable
              
              
              1,025,591
              
              
              (1,210,571
              )
              
              -Net
                  proceeds from long-term debt - related party
              
              
              (546,820
              )
              
              1,216,544
              
              
              (31,655
              )Net
                  Cash Provided (Used) by Financing Activites
              
              
              478,771
              
              
              70,126
              
              
              (19,155
              )NET
                  DECREASE IN CASH
              
              
              (1,844,423
              )
              
              1,257,983
              
              
              104,398CASH
                  AT BEGINNING OF PERIOD
              
              
              1,865,852
              
              
              607,869
              
              
              503,471CASH
                  AT END OF PERIOD
              
              $
              21,429
              
              $
              1,865,852
              
              $
              607,869CASH
                  PAID FOR:Interest
              
              $
              -
              
              $
              -
              
              $
              -Income
                  Taxes
              
              $
              -
              
              $
              -
              
              $
              -SUPPLIMENTAL
                  SCHEDULE OF NON-CASH AND INVESTING ACTIVITIESAcquisition
                  of notes receivable and assumption of long-term debt payable to
                  related
                  parties
              
              $
              -
              
              $
              -
              
              $
              -Common
                  stock for non-cash assets
              
              $
              -
              
              $
              -
              
              $
              -
 
 The
        accompanying notes are an integral part of these financial
        statements.
  23
   **AMERICAN
        RESOURCES AND DEVELOPMENT COMPANY AND SUBSIDIARIES**
 Notes
        to
        the Consolidated Financial Statements
 March
        31,
        2008 and 2007
 
 NOTE
        1 -  SIGNIFICANT
        ACCOUNTING POLICIES
 
 a.
                  Organization
 
 The
        accompanying consolidated financial statements include those of American
        Resources and Development Company (the Company) and its wholly-owned subsidiary,
        Springfield Finance and Mortgage Company, LLC (SFMC). In addition, the
        consolidated financial statements include those of Sprinfield Investment,
        Inc.
        (SFIC) and Springfield Construction, LLC (SFCC). Both SFIC and SFCC, although
        not majority owned by the Company, have been determined to be “Variable Interest
        Entities” pursuant to FIN 46 and have therefore been consolidated in these
        financial statements. All inter-company items and transactions have been
        eliminated in consolidation.
 
 The
        Company was formed on March 21, 1983 and is now in the business of providing
        debt financing to other entities involved in the development of residential
        real
        estate through its SFMC subsidiary. The Company obtains the capital for the
        financing of real estate development from outside sources as well as certain
        majority shareholders. The Company acquired 100% of the members’ interest in
        SFMC through the issuance of 12,500,000 shares of its restricted common stock,
        and was accounted for under FASB Statement # 141, “Business Combinations.”
 
 b.
        Accounting Method
 
 The
        Company’s consolidated financial statements are prepared using the accrual
        method of accounting. The Company has elected a March 31 year-end.
 
 c.
        Recognition of Revenues
 
 Investment
                  income is the Company’s primary earnings focus. Revenues from investments
                  are derived from trading securities, and unrealized gains and losses
                  are
                  recorded as earnings whether or not the underlying securities are
                  sold.
 
 d.
        Use of
        Estimates
  The
                  preparation of financial statements in conformity with generally
                  accepted
                  accounting principles requires management to make estimates and
                  assumptions that affect the reported amounts of assets and liabilities
                  and
                  disclosure of contingent assets and liabilities at the date of
                  the
                  financial statements and the reported amounts of revenues and expenses
                  during the reporting period. Actual results could differ from those
                  estimates.
  24
 
 **AMERICAN
        RESOURCES AND DEVELOPMENT COMPANY AND SUBSIDIARIES**
 Notes
        to
        the Consolidated Financial Statements
 March
        31,
        2008 and 2007
 
 NOTE
        1 -  SIGNIFICANT
        ACCOUNTING POLICIES (Continued)
 
 e.
        Concentration of Credit 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. In addition, the Company occasionally maintains cash investments
        with
        institutions that are not federally insured.
  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.  Advertising
 
 The
        Company follows the policy of charging the costs of advertising to expense
        as
        incurred. There were no advertising charges during the periods presented
        in
        these financial statements.
 
 h.  Property
        and Equipment
 
 Property,
        equipment, and capital leases are recorded at cost and are depreciated over
        the
        estimated useful life of the related assets, generally three to seven years.
        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.
 
 i.
        Basic
        Income (Loss) per Share
 
 Basic
        income (loss) per share is computed based on the weighted average number
        of
        common shares outstanding during the period. As of March 31, 2008, there
        were no
        common stock equivalents outstanding. Therefore, the basic and fully diluted
        income (loss) per share is the same for the periods presented
        herein.
 
 NOTE
                  2 -
              COMMON
                  STOCK
 
 During
                  fiscal 2005 the Company issued 12,500,000 shares of its restricted
                  common
                  stock in exchange for the purchase of 100% of the members’ units and net
                  assets of SFMC. The value of the exchange ($8,923) was deemed by
                  management to be equal to the net book value of the assets and
                  liabilities
                  of SFMC since the only assets acquired were cash and notes receivable
                  with
                  values substantially equal to their face values, and the only liabilities
                  were notes payable and accrued interest bearing terms deemed equal
                  to
                  traditional terms used in arms-length transactions. As of March
                  31, 2008,
                  the Company had 467,039,666 shares of common stock issued and
                  outstanding.
  25
 
 **AMERICAN
        RESOURCES AND DEVELOPMENT COMPANY AND SUBSIDIARIES**
 Notes
        to
        the Consolidated Financial Statements
 March
        31,
        2008 and 2007
  NOTE 2 -
              COMMON
                  STOCK (Continued)
 
 During
                  the year ended March 31, 2007 the Company issued 269,260 shares
                  of common
                  stock into a reserve account. These shares will be delivered to
                  the
                  Company’s former preferred stockholders when they are located by the
                  Company.
 
 NOTE
                  3 -
              INCOME
                  TAXES
 
 Deferred
        taxes are provided on a liability method whereby deferred tax assets are
        recognized for deductible temporary differences and operating loss and tax
        credit carryforwards and deferred tax liabilities are recognized for taxable
        temporary differences. Temporary differences are the differences between
        the
        reported amounts of assets and liabilities and their tax bases. Deferred
        tax
        assets are reduced by a valuation allowance when, in the opinion of management,
        it is more likely than not that some portion or all of the deferred tax assets
        will not be realized. Deferred tax assets and liabilities are adjusted for
        the
        effects of changes in tax laws and rates on the date of enactment.
 
 Net
        deferred tax assets consist of the following components as of March 31, 2007
        and
        2006:
 
 March
                  31,
              
              March
                  31,2008
              
              2007Deferred
                  tax assets:NOL
                  Carryover
              
              $
              1,280,970
              
              $
              1,991,490Deferred
                  Tax Liabilities:
              
              
              -
              
              
              -Valuation
                  allowance
              
              
              (1,280,970
              )
              
              (1,991,490
              )Net
                  deferred tax asst
              
              $
              -
              
              $
              -
 
 The
        income tax provision differs from the amount of income tax determined by
        applying the U.S. federal and state income tax rates of 39% to pretax income
        from continuing operations for the periods ended March 31, 2007 and 2006
        due to
        the following:
 
 March
                  31,
              
              March
                  31,2008
              
              2007Book
                  income (loss)
              
              $
              711,260
              
              $
              (91,890
              )Valuation
                  allowance
              
              
              (711,260
              )
              
              91,890$
              -
              
              $
              -
 
 At
        March
        31, 2008, the Company had net operating loss carryforwards of approximately
        $8,700,000 that may be offset against future taxable income from the year
        2008
        through 2028. No tax benefit has been reported in the accompanying financial
        statements since the potential tax benefit is offset by a valuation allowance
        of
        the same amount.
  26
 
 **AMERICAN
        RESOURCES AND DEVELOPMENT COMPANY AND SUBSIDIARIES**
 Notes
        to
        the Consolidated Financial Statements
 March
        31,
        2008 and 2007
 
 NOTE 3 -
              INCOME
                  TAXES (Continued)
 
 Due
        to
        the change in ownership provisions of the Tax Reform Act of 1986, net operating
        loss carryforwards for Federal income tax reporting purposes are subject
        to
        annual limitations. Should a change in ownership occur, net operating loss
        carryforwards may be limited as to use in future years.
 
 NOTE 4 -
              NOTES
                  PAYABLE
 
 During
                  the year ended March 31, 2008 the Company negotiated a settlement
                  on a
                  note payable due to an unrelated entity. According to the terms
                  of the
                  settlement agreement, the Company agreed to assign certain investments
                  and
                  notes receivable totaling $1,347,145 in as payment in full on a
                  note
                  payable totaling $1,644,818, including accrued interest. As a result
                  of
                  this transaction, the Company recorded a gain on settlement of
                  debt in the
                  amount of $ 297,673. As of March 31, 2008, the Company had no additional
                  obligations relating to this note
                  payable
 
 NOTE 5 -
              INVESTMENTS
 
 At
                  March 31, 2008 the Company held investments in the amount of $3,364,330.
                  These investments have been classified as trading securities, pursuant
                  to
                  SFAS 115.
  27







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










There
      have been no disagreements with the Company’s independent accountants over any
      item involving the Company’s financial statements. The Company’s independent
      accountants are Moore & Associates, Chartered, 2675 S. Jones Blvd. Suite
      109, Las Vegas, NV 89146 (702) 253 7499 Fax (702) 253 7501





**PART
      III**











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










**1.**
            **Directors
                and Executive Officers**





As
      of
      March 31, 2008, the directors and executive officers of the Company, their
      ages,
      positions in the Company, the dates of their initial election or appointment
      as
      director or executive officer, and the expiration of the terms as directors
      are
      as follows:


**Name**
              
              **Age**
              
              **Position**
              
              **Time
                  Period Served**Thomas
                  E. Stamos
              
              51
              
              President
                  & Director*
              
              7/25/2003
                  - PresentR.
                  Brooke Williamsen
              
              47
              
              Vice-President
                  & Director*
              
              7/25/2003
                  - Present




28




*The
      Company’s directors are elected at the annual meeting of stockholders and hold
      office until their successors are elected and qualified. The Company’s officers
      are appointed annually by the Board of Directors and serve at the pleasure
      of
      the Board.





**2.**
            **Business
                Experience:**





**Thomas
      E. Stamos,** age 51,
      is the President and a Director. Mr. Stamos is a practicing attorney at law
      in
      Salt Lake City, Utah. He received a Bachelor of Science Degree in History and
      Political Science from the University of Utah in Salt Lake City, Utah; a Masters
      in Business Administration from Nova University Graduate School of Business
      in
      Fort Lauderdale, Florida; and a Juris Doctorate from Brigham Young University
      J.
      Reuben Clark Law School in Provo, Utah.





Mr.
      Stamos was a financial analyst/accountant for American Express Co. from 1982
      to
      1986. From 1986 to 1997 he was a business analyst and manager for Fidelity
      Investments Co. From 1997 to the present he has practiced general law with
      an
      emphasis on corporate affairs, business litigation, and bankruptcy. He has
      participated in numerous trials, negotiated and prepared business contracts
      and
      agreements, and has prepared numerous appellate briefs. Mr. Stamos was also
      a
      law clerk for the Tax and Business Regulation Department of the State of Utah
      in
      1988. Mr. Stamos is a member of the Utah Bar Association, Salt Lake County
      Bar
      Association, and Bankruptcy Section.





**R.
      Brooke Williamsen,** age 47,
      is the Vice President and a Director of the Company. He received a B.A. degree
      in Arts, English Literature, with a Minor in Mandarin Chinese from the
      University of Utah in Salt Lake City, Utah. He attended the East China Institute
      of Politics and Law in Shanghai, China in June and July of 1988. Mr. Williamsen
      received a Juris Doctorate from the J. Ruben Clark Law School at Brigham Young
      University in Provo, Utah.





From
      1988
      to the present Mr. Williamsen has served as general counsel and super fund
      project manager for Southwest Investment Company. From 1997 to present, Mr.
      Williamsen has been the attorney for and part owner of Advantage Title Company
      in Salt Lake City, Utah. From 1991 to the present, Mr. Williamsen has practiced
      law in Salt Lake City, Utah as a sole practitioner. His practice has included
      full case responsibility including preparation of pleadings and discovery.
      His
      primary experience has been in real estate development/transactions, corporate
      construction, bankruptcy and collections.




29





**3.**
            **Directors
                of Other Reporting
                Companies:**





None
      of
      the officers or directors of the Company are directors of any other reporting
      company.





**4.**
            **Employees:**





The
      officers and directors who are identified above are the significant employees
      of
      the Company.





**5.**
            **Family
                Relationships:**





There
      are
      no family relationships between the directors, executive officers or any other
      person who may be selected as a director or executive officer of the
      Company.





**6.**
            **Involvement
                in Certain Legal
                Proceedings:**





Except
      as
      noted below, none of the officers, directors, promoters or control persons
      of
      the Company have been involved in the past five (5) years in any of the
      following:





(1)  Any
      bankruptcy petition filed by or against any business of which such person was
      a
      general partner or executive officer either at the time of the bankruptcy or
      within two years prior to that time;





(2)  Any
      conviction in a criminal proceedings or being subject to a pending criminal
      proceeding (excluding traffic violations and other minor offenses);





(3)  Being
      subject to any order, judgment or decree, not subsequently reversed, suspended
      or vacated, or any Court of competent jurisdiction, permanently or temporarily
      enjoining, barring, suspending or otherwise limiting his involvement in any
      type
      of business, securities or banking activities; or





(4)  Being
      found by a court of competent jurisdiction (in a civil action), the Commission
      or the Commodity Futures Trading Commission to have violated a federal or state
      securities laws or commodities law, and the judgment has not been reversed,
      suspended, or vacated.




30







**ITEM
      10. EXECUTIVE COMPENSATION**





The
      following table sets forth information about compensation paid or accrued by
      the
      Company during the years ended March 31, 2004 to the Company’s officers and
      directors. None of the Executive Officers of the Company earned more than
      $100,000 during the years ended March 31, 2008, 2007, and 2006.





**Summary
      of Compensation Table**


Name
                  &
                Principal
                Position
              
              Year
              
              Salary
              
              Bonus
              
              Annual
                  Compensation
              
              Other
                Restricted
                Stock
                Awards
              
              Under-
                Lying
                Options
                /SARs
              
              Securities
              
              LTIP
                  Payouts
              
              Other
                  CompensationThomas
                  E.
              
              
              2008
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00Stamos
              
              
              2007
              
              $
              31,440
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00President
                  & Director
              
              
              2006
              
              $
              97,017
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00R.
                  Brooke
              
              
              2008
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00Williamsen
              
              
              2007
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00Vice
                  President & Director
              
              
              2006
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00Randy
                  S.
              
              
              2008
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00Jorgensen
              
              
              2007
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00Secretary/Treasurer
                  & Director
              
              
              2006
              
              $
              113,013
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00


31








**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS**










**1.**
            **Security
                Ownership of Certain Beneficial
                Owners:**





The
      following information sets forth certain information as of March 31, 2008;
      and
      reflects the stock ownership of each person who is known to the Company to
      be
      the beneficial owner of more than five percent (5%) of the Company’s Common
      Stock **:**


**Title
                  of**
                **Class**
              
              **Name
                  and Address of Beneficial**
                **Owner**
              
              **Amount
                  and**
                **Nature
                  of**
                **Beneficial**
                **Ownership**
              
              **Percent**
                **of
                  Class**Common
              
              
              Camille
                  Froidevaux, Trustee
                Budinet
                  & Associates
                20
                  Rue Senebier, P.B. 166
                1211
                  Geneva, SWITZ
              
              
              245,554,917
              
              
              52.56
              %Common
              
              
              SB
                  Trust C/O
                David
                  G. Badger, Trustee
                919
                  Hilltop Road
                Salt
                  Lake City, UT 84103
              
              
              144,450,073
              
              
              30.93
              %Common
              
              
              Thomas
                  E. Stamos
                5891
                  Sagewood
                Salt
                  Lake City, UT 84107
              
              
              55,382,244
              
              
              11.86
              %**Total
                  of Shares**
              
              
              **445,387,234**
              
              
              **95.36**
              **%**





**2.**
            **Security
                Ownership of Management:**





**Title
                of**
              **Class**
            
            **Name
                and Address of Beneficial**
              **Owner**
            
            **Amount
                and**
              **Nature
                of**
              **Beneficial**
              **Ownership**
            
            **Percent**
              **of
                Class**Common
            
            
            Thomas
                Stamos
              5891
                Sagewood
              Murray,
                UT 84107
            
            
            55,382,244
            
            
            11.86
            %Common
            
            
            R.
                Brooke Williamsen
              5383
                S 900 E
              Salt
                Lake City, UT 84117
            
            
            1,000,000
            
            
            0.21
            %**Total
                of Shares**
            
            
            **56,382,244**
            
            
            **12.07**
            **%**





32





**3.**
            **Changes
                in Control:**





There
      is
      no arrangement which may result in a change in control.


33








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










On
      March
      12, 2003, the Company, pursuant to a Court approved Settlement agreement
      authorized the issuance of a total of what was then 402,350,914 shares of its
      common stock to certain individuals and/or companies; and effective March 31,
      2003, the company authorized the issuance of 43,707,687 shares to National
      Resources Group, Inc. The shares received were as follows:





**Name**
            
            **Original
                Amount**Camille
                Froidevaux, Trustee
              Budinet
                & Associates
              20
                Rue Senebier, P.B. 166
              1211
                Geneva, SWITZ
            
            
            245,554,917SB
                Trust C/O
              Dale
                E. Anderson, Trustee
              919
                Hilltop Road
              Salt
                Lake City, UT 84103
            
            
            144,450,073Small
                Business Development, LLC1
              5891
                Sagewood
              Salt
                Lake City, UT 84107
            
            
            56,053,611National
                Resources Group
              1122
                West South Jordan
              Parkway
              South
                Jordan, UT 84095
            
            
            43,707,687




1  Small
        Business Development, LLC is a Utah limited liability company. Thomas Stamos,
        the Company’s president, is the manager of Small Business Development,
        LLC.





34


These
        shares were issued in consideration for cash and reorganization services
        rendered by the above individuals in connection with the Company’s move into the
        real estate finance, mortgage and development fields. Said shares were issued
        pursuant to the exemption from registration contained in Section 4(2) of
        the
        Securities Act of 1933, as amended. The Company presently has 466,770,406
        common
        shares issued and outstanding.





**ITEM
      13. EXHIBITS**










The
      following exhibits are filed with this Form 10-K:








Assigned Number
            
            Description(2)
            
            Plan
                of acquisition, reorganization, arrangement, liquidation, orsuccession:
                None(3)(i)
            
            Articles
                of Incorporation: Incorporated by this reference from the
                Company.(3)(ii)
            
            By-laws
                of the Company: Incorporated by this reference from the
                Company.(4)
            
            Instruments
                defining the rights of holders including indentures:
                None(9)
            
            Voting
                Trust Agreement: None(10)
            
            Material
                Contracts: Acquisitions Agreement regarding Springfield Finance &
                Mortgage, LLC(11)
            
            Statement
                regarding computation of per share earnings: Computations can be
                determined from financial statements.(13)
            
            Annual
                Report to Security holders for the last fiscal year:
                None.(14)
            
            Code
                of Ethics:**(To
                be adopted)**(16)
            
            Letter
                on change in certifying accountant: None(18)
            
            Letter
                on change in accounting principles:(20)
            
            Other
                documents or statements to security holders: None(21)
            
            Subsidiaries
                of the registrant: Springfield Finance & Mortgage,
                LLC(22)
            
            Published
                reports re: matters submitted to a vote of security holders:
                None(23)
            
            Consent
                of experts and counsel: None(24)
            
            Power
                of Attorney: None(31)
            
            Rule
                13a-14(a)/15d-14(a) Certifications(32)
            
            Section
                1350 Certifications(99)
            
            Additional
                Exhibits: None




35










**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**










The
      aggregate fees billed to the Company by the Company's principal accountant,
      Moore & Associates, Chartered, for the audit of the Company's annual
      financial statements totaled $5,000 for the audit of the financial statement
      for
      the fiscal year end March 31, 2008. Audit fees consist of fees for the audit
      and
      review of the Company's financial statements, statutory audits, consents and
      assistance with and review of documents filed with the SEC. No other fees were
      billed to the Company by Moore & Associates, Chartered in connection with
      such financials other than as described above.










**SIGNATURES**










In
      accordance with Section 13 of the Securities Exchange Act of 1934, the
      registrant caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.





AMERICAN
      RESOURCES & DEVELOPMENT COMPANY










Dated:
      July 3, 2008





By:/s/ Thomas
      Stamos


Thomas
      Stamos, President





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.





36





/s/
      Thomas Stamos, President, Director


July
      3,
      2008


Thomas
      Stamos





/s/R.
      Brooke Williamsen ,
      Vice
      President, Director


July
      3,
      2008


R.
      Brooke
      Williamsen




37