<PAGE> 1
As filed with the Securities Exchange Commission on July 15, 1996
Registration No. 33-71092
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
POST EFFECTIVE AMENDMENT NO. 2
TO
REGISTRATION STATEMENT
ON
FORM S-1
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
AMERICAN RESOURCE CORPORATION, INC.
(Exact name of registrant as specified in its charter)
NEVADA 1041 88-0216081
------ ---- ----------
(State or other jurisdiction (Primary (I.R.S. employer
of incorporation or organization) SIC Code) identification no.)
100 DRAKE'S LANDING ROAD, SUITE 250
GREENBRAE, CALIFORNIA 94904-2496
TELEPHONE: (415) 461-6868
-------------------------
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
--------------------------------
IAN B. SMITH, CHAIRMAN, PRESIDENT & CEO
AMERICAN RESOURCE CORPORATION, INC.
SUITE 250
100 DRAKE'S LANDING ROAD
GREENBRAE, CALIFORNIA 94904
TELEPHONE: (415) 461-6868
-------------------------
(Name, Address, including zip code, and telephone number, including
area code of agent for service)
--------------------------------
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [ ]
This Amendment shall hereafter become effective in accordance with Section 8(C)
of the Securities Act of 1933
PAGE 1 OF 3 PAGES, NO EXHIBITS
<PAGE> 2
The Registration Statement relates to an aggregate of 10,808,564 shares of the
Company's Common Stock consisting of 8,144,895 shares of Common Stock to be
sold by existing stockholders and an aggregate of 2,663,669 shares of Common
Stock to be issued upon the exercise of certain convertible promissory notes
and upon the exercise of certain options. Due to the merger of the Company and
Rea Gold Corporation effectuated on June 26, 1996, pursuant to which the
Company's Common Stock is to be exchanged for the Common Stock of Rea Gold
Corporation, the 10,808,564 shares of Common Stock are hereby deregistered.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Greenbrae,
State of California, on July 3, 1996.
AMERICAN RESOURCE CORPORATION, INC.
(Registrant)
by: /s/Ian B. Smith
-------------------------------------
Ian B. Smith
Chief Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1933, this
amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
<S> <C> <C>
/s/ Ian B. Smith Chairman of the Board July 3, 1996
- ------------------------- Chief Executive Officer
Ian B. Smith President and Director
/s/ Richard E. Berman Director July 3, 1996
- ------------------------
Richard E. Berman
/s/ James Wickham Director July 3, 1996
- ------------------------
James Wickham
/s/ Neil Woodyer Director July 3, 1996
- ------------------------
Neil Woodyer
/s/ Bruce K. Thiesen Chief Financial Officer and July 3, 1996
- ------------------------ Principal Accounting Officer
Bruce K. Thiesen
</TABLE>
3
