UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One): [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q [ ] Form N-SAR

               For Period Ended: December 31, 2001

               [ ] Transition Report on Form 10-K
               [ ] Transition Report on Form 20-F
               [ ] Transition Report on Form 11-K
               [ ] Transition Report on Form 10-Q
               [ ] Transition Report on Form N-SAR
               For the Transition Period Ended:

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  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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         Nothing in this form shall be  construed  to imply that the  Commission
has verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

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PART I -- REGISTRANT INFORMATION

American Resourses & Development Company
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Full Name of Registrant


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Former Name if Applicable

  2035 NE 181st
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Address of Principal Executive Office (Street and Number)

  Gresham, OR 97230
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City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

         (a)      The reasons described in reasonable detail in Part III of this
                  form could not be eliminated  without  unreasonable  effort or
                  expense;

[X]      (b)      The subject  annual  report,  semi-annual  report,  transition
                  report on Form 10-K,  Form 20-F,  11-K, Form N-SAR, or portion
                  thereof, will be filed on or before the fifteenth calendar day
                  following the  prescribed  due date; or the subject  quarterly
                  report or transition  report on Form 10-Q, or portion  thereof
                  will be filed on or before the fifth  calendar  day  following
                  the prescribed due date; and

         (c)      The  accountant's  statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K, 20-F, 10-Q, N-SAR,
or the  transition  report or  portion  thereof,  could not be filed  within the
prescribed time period.


         The Company was unable to complete the required information and
         finalize the necessary documentation in order to complete the filing
         within the prescribed time period without unreasonable effort or
         expense.



PART IV -- OTHER INFORMATION

(1)      Name and  telephone  number  of  person  to  contact  in regard to this
         notification

             Timothy Papenfuss                      503           492-1500
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                (Name)                          (Area Code)   (Telephone Number)

(2)      Have all other periodic  reports  required under Section 13 or 15(d) of
         the  Securities  Exchange  Act of 1934 or Section 30 of the  Investment
         Company Act of 1940 during the  preceding 12 months or for such shorter
         period that the  registrant  was required to file such  report(s)  been
         filed? If answer is no, identify report(s).

                                                                  [X] Yes [ ] No

(3)      Is it anticipated that any significant  change in results of operations
         from  the  corresponding  period  for  the  last  fiscal  year  will be
         reflected  by the  earnings  statements  to be  included in the subject
         report or portion thereof?

                                                                  [ ] Yes [X] No

         If  so,  attach  an  explanation  of  the  anticipated   change,   both
         narratively and quantitatively,  and, if appropriate, state the reasons
         why a reasonable estimate of the results cannot be made.



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                    American Resourses & Development Company
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                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date  February 15, 2002                            By /s/ Timothy Papenfuss
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                                                      Timothy Papenfuss, CFO

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