Attached files
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| EX-16.1 - LETTER ON CHANGE IN CERTIFYING ACCOUNTANT - American Resources Corp | arec_ex161.htm |
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of Earliest event Reported): June 8, 2020
AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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Florida
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000-55456
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46-3914127
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(State or other
jurisdiction of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification
No.)
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12115
Visionary Way, Suite 174, Fishers Indiana, 46038
(Address
of principal executive offices)
(317)
855-9926
(Registrant’s
telephone number, including area code)
________________________________________________
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (See: General Instruction
A.2. below):
[
]
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[
]
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act
(17CFR240.14a-12)
[
]
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d-2(b))
[
]
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
Item 4.01 Changes in Registrant’s Certifying
Accountant
(a) Dismissal of Independent Registered Public Accounting
Firm
On June
8, 2020, the Audit Committee (the “Audit Committee”) of
the Board of Directors of American Resources Corporation (or the
“Company”) approved the dismissal of MaloneBaily LLP
(“MaloneBailey”) as the Company’s independent
registered public accounting firm.
The
reports of MaloneBailey on the Company’s consolidated
financial statements for the fiscal years ended December 31, 2018
and December 31, 2019 did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles other than an
explanatory paragraph relating to the Company’s ability to
continue as a going concern.
During
the fiscal years ended December 31, 2018 and December 31, 2019, and
through the date of termination, June 8, 2020, there were no
“disagreements” with MaloneBailey on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of MaloneBailey would have caused MaloneBailey
to make reference thereto in its reports on the consolidated
financial statement for such years. During the fiscal years ended
December 31, 2018 and December 31, 2019 and through June 8, 2020,
there have been no “reportable events” (as defined in
Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Registration S-K),
except for the identified material weaknesses in its internal
control over financial reporting as disclosed in the
Company’s Annual Report.
The
Company provided MaloneBailey with a copy of the disclosure it is
making herein in response to Item 304(a) of Regulation S-K, and
requested MaloneBailey furnish the Company with a copy of its
letter addressed to the Securities and Exchange Commission (the
“SEC”), pursuant to Item 304(a)(3) of Regulation S-K,
stating whether or not MaloneBailey agrees with the statements
related to them made by the Company in this report. A copy of
MaloneBailey’s letter dated June 11, 2020 is attached as
Exhibit 16.1 to this report.
(b) Newly Engaged Independent Registered Public Accounting
Firm
On June 8, 2020, the Audit Committee approved the appointment of BF
Borgers CPA, PC (“BF Borgers”) as the Company’s
new independent public accounting firm, effective immediately.
During the Company’s two most recent fiscal years, and any
subsequent interim period prior to engaging BF Borgers, neither the
Company, nor anyone on its behalf, consulted BF Borgers regarding
either (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit
opinion that might be rendered with respect to the consolidated
financial statements of the Company, and no written report or oral
advice was provided to the Company by BF Borgers that was an
important factor considered by the Company in reaching a decision
as to any accounting, auditing or financial reporting issue; or
(ii) any matter that was the subject of a "disagreement" (as
defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a “reportable event” (as that term is
defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01.1.
Financial Statements and
Exhibits.
(d)
Exhibits
The
following exhibits are attached hereto and filed
herewith.
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Exhibit No.
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Description
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Letter Dated June 11, 2020 from MaloneBailey
LLP
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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American Resources
Corporation
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Date: June 11,
2020
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By:
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/s/
Mark C.
Jensen
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Mark C.
Jensen
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Chief Executive
Officer
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