SEC – ‘UPLOAD’ from 5/14/19 re: American Resources Corp – ‘TEXT-EXTRACT’

On:  Tuesday, 5/14/19, at 1:26pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed to:  6/27/19   ·   Accession #:  0-19-8452

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     35K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC (PDF Text)      3±    15K 

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC (PDF Text)

                                                    May 14, 2019

Mark Jensen                                                                     
Chief Executive Officer                                                         
American Resources Corp                                                         
9002 Technology Drive                                                           
Fishers, Indiana 46038                                                          

Re: American Resources Corp.                                      
Form 10-K for the Year Ended December 31, 2018            
Filed April 3, 2019                                       
Form 8-K as of February 12, 2019                          
Filed February 22, 2019                                   
File No. 001-38816                                        

Dear Mr. Jensen:                                                                

      We have reviewed your filing and have the following comments. In some of
our                                                                             
comments, we may ask you to provide us with information so we may better        
understand your                                                                 
disclosure.                                                                     

    Please respond to these comments within ten business days by providing
the requested                                                                   
information or advise us as soon as possible when you will respond. If you do   
not believe our                                                                 
comments apply to your facts and circumstances, please tell us why in your      
response.                                                                       

     After reviewing your response to these comments, we may have additional
comments.                                                                       

Form 10-K for the Year Ended December 31, 2018                                  

Results of Operations for the years ended December 31, 2018 and December 31,    
2017, page 34                                                                   

1.    We note the 51% increase in revenues for 2018 compared to 2017 and your   
disclosure on                                                                   
     pages 5-9 regarding coal sales from certain mines of McCoy, Knott Country
Coal, Deane                                                                     
  Mining LLC. To facilitate your investors' assessment of your operating
results, please                                                                 
provide a narrative discussion quantifying the extent to which your 
revenue growth                                                                  
    is attributable to increases in coal prices or volume and amount/ nature
of any coal-related                                                             
    services sold. Please provide a comparison of the aggregate tons of coal
sold and average                                                                
realized prices per ton sold for the periods presented. If material,
please disaggregate                                                             
   other service revenues. Refer to Item 303(a)(3)(iii) of Regulation S-K.
Mark Jensen                                                                   
FirstNameResources Corp Jensen                                                  
American LastNameMark                                                           
Comapany NameAmerican Resources Corp                                            
May 14, 2019                                                                    
May 14, 2019 Page 2                                                             
Page 2                                                                          
FirstName LastName                                                              
Consolidated Statements of Cash Flows, page F-6                                 

2.       We note the significant increase in mine development costs as reported 
in your balance                                                                 
    sheet. Please disclose how you paid for such costs and clarify how
they are reflected in the                                                       
Consolidated Statements of Cash Flows.                        
3.       Tell us your basis for concluding that your liability for accrued      
management fee has been                                                         
      extinguished. Refer to 405-20-40. In addition, please include a note
in the financial                                                                
        statements to disclose the settlement terms for the forgiveness of the
management fee as                                                               
reported under supplemental information hereunder.            
Note 9 - Correction of Prior Year Information, page F-25                        

4.       Please indicate on the face of your balance sheet, income statement,   
and statement of cash                                                           
flows that the amounts reported in the 2017 columns have been 
restated.                                                                       
Form 8-K filed February 22, 2019                                                

Item 2.01 Completion of Acquisition or Disposition of Assets, page 2            

5.       Refer to Exhibits 99.1 and 99.2. We note that you entered into an      
Asset Purchase                                                                  
     Agreement and Agreement and Plan of Merger dated as of February 20,
2019, with                                                                      
   retroactive effectiveness as of February 1, 2019 and February 12,
2019, respectively. It                                                          
     appears that the consideration for the asset acquisition was in the
form of $500,000 in cash                                                        
        and a $2 million promissory note. Additionally, in connection with the
Merger                                                                          
    Agreement, the seller (Empire) was also given a right to receive 2
million shares of your                                                          
      stock prior to the effective time pursuant to a fixed exchange ratio
to the seller's                                                                 
       outstanding shares. Tell us your basis for determining the fair value
of such rights and the                                                          
        deemed grant date for measurement purposes. Please refer to your basis
in the accounting                                                               
  literature. In your response, please address the reasons for the
significant lead time                                                           
between the effective date(s) and closing date of the related 
transactions, and satisfaction                                                  
        of certain closing conditions such as receipt of shareholder approval,
the NASDAQ                                                                      
  listing, Form S-4 effectiveness, and third party consents (among
others referenced in                                                            
Section 6 of the Merger Agreement).                           
     We remind you that the company and its management are responsible for
the accuracy                                                                    
and adequacy of their disclosures, notwithstanding any review, comments, action 
or absence of                                                                   
action by the staff.                                                            

  You may contact Kathryn Jacobson, Senior Staff Accountant at (202)
551-3365 or Robert                                                              
Littlepage, Accountant Branch Chief at (202) 551-3361 if you have questions     
regarding                                                                       
comments on the financial statements and related matters or with any other      
questions.                                                                      
Mark Jensen                                                                   
American Resources Corp                                                         
May 14, 2019                                                                    
Page 3                                                                          

FirstName LastNameMark Jensen          Sincerely,                               
Comapany NameAmerican Resources Corp                                            
                             Division of Corporation Finance
May 14, 2019 Page 3                    Office of Telecommunications             
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		6/27/19		8-K,  CORRESP,  UPLOAD
Filed on:		5/14/19		UPLOAD
		4/3/19		10-K,  UPLOAD
		2/22/19		8-K,  8-K/A,  UPLOAD
		2/20/19		8-K,  8-K/A,  UPLOAD
		2/12/19		8-K,  UPLOAD
		2/1/19		UPLOAD
		12/31/18		10-K,  10-K/A,  8-K,  NT 10-K
		12/31/17		10-K,  10-K/A,  NT 10-K
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/03/19  American Resources Corp.          10-K       12/31/18   63:7.8M                                   Discount Edgar/FA