SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
JANUARY 5, 1999
- ----------------------------------------------------------------
Date of Report (Date of earliest event reported)
AMERICAN RESOURCES OFFSHORE, INC.
- ----------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE
- ----------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-21472 86-0713506
- ----------------------------------------------------------------
Commission File Number) (IRS Employer Identification No.)
160 Morgan Street
P. O. Box 87
Versailles, Kentucky 40383
- ----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(606)873-5455
- ----------------------------------------------------------------
(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
- ----------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant. Not Applicable.
Item 2. Acquisition or Disposition of Assets. Not Amended.
Item 3. Bankruptcy Receivership. Not Applicable.
Item 4. Change in Registrant's Certified Accountant.
(a) KPMG LLP ("KPMG") was previously the principal
accountant for American Resources Offshore, Inc.
(i) On January 5, 1999, KPMG resigned as the
Registrant's auditor.
(ii) KPMG's accountant's reports on Registrant's
financial statements for the past two years did not contain an
adverse opinion or a disclaimer of opinion and were not qualified
as to uncertainty, audit scope, or accounting principles.
(iii) KPMG's resignation and the engagement of
other accountants was approved by the Executive Committee of
Registrant's Board of Directors.
(iv) During the Registrant's two most recent
fiscal years and the interim period preceding the resignation of
KPMG, there were no disagreements between the Registrant and KPMG
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 KPMG, would
have caused KPMG to make a reference to the subject matter of the
disagreement in connection with its reports.
(v) A copy of this Report on Form 8-K will be
furnished to KPMG not later than the date it is filed with the
Securities & Exchange Commission ("Commission") with the request
that KPMG promptly furnish to the Registrant a letter addressed
to the Commission stating that it agrees with the statements made
by Registrant herein, and, if not, stating the respects in which
it does not agree. A copy of KPMG's response letter is attached
hereto as Exhibit 16.01.
(b) On January 6, 1999, Registrant engaged Ernst &
Young LLP ("Ernst & Young") as its independent accountants to
audit the Registrant's financial statements. During Registrant's
two most recent fiscal years and any subsequent interim period
preceding the engaging of Ernst & Young, neither the Registrant
nor any person on its behalf consulted Ernst & Young regarding:
(i) The application of accounting principles to a
specified transaction, either completed or proposed; or the type
of audit opinion that might be rendered on the Registrant's
financial statements, or
(ii) Any matter that was either the subject of a
disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation
S-K and the instructions related thereto) or a reportable event
(as described in paragraph 304(a)(1)(v) of Regulation S-K).
Item 5. Other Events. Not Amended
Item 6. Resignation of Registrant's Directors. Not Applicable.
Item 7. Financial Statements and Exhibits.
Exhibit 16.01 Response letter from KPMG LLP to
the Securities and Exchange
Commission
SIGNATURE
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.
AMERICAN RESOURCES OFFSHORE, INC.
(f/k/a American Resources of
Delaware, Inc.)
By: /s/ Ralph A. Currie
---------------------------------
Ralph A. Currie
Its: Chief Financial Officer
Dated: January 15, 1999
-------------------
Exhibit 16.01
Securities and Exchange Commission
Washington, DC 20549
January 13, 1999
Ladies and Gentlemen:
We were previously principal accountants for American Resources
Offshore, Inc. (formerly American Resources of Delaware, Inc.)
and, under the date of March 30, 1998, we reported on the
consolidated financial statements of American Resources Offshore,
Inc. and subsidiaries as of and for the years ended December 31,
1997 and 1996. On January 5, 1999, we resigned. We have read
American Resources Offshore, Inc.'s statements included under
Item 4 of its Form 8-K dated January 5, 1999 and we agree with
such statements, except that we are not in a position to agree or
disagree with American Resources Offshore, Inc.'s statement that
Ernst & Young was not engaged regarding the application of
accounting principles to a specified transaction or the type of
audit opinion that might be rendered on American Resources
Offshore, Inc.'s financial statements or any matter that was
either the subject of a disagreement (as defined in paragraph
304(a)(1)(iv) of Regulation S-K and the instructions related
thereto) or a reportable event (as described in paragraph
304(a)(1)(v) of Regulation S-K). Also, we are not in a position
to agree or disagree with American Resources Offshore, Inc.'s
statement that the change was approved by the executive committee
of the board of directors.
Very truly yours,
KPMG LLP
