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.
The Registrant has completed the divesture of its
interest in the Sunrise Prospect, located onshore Louisiana, to a
third party, with the proceeds of $950,000 being paid to the
Registrant's primary lender.
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 will be
filed with the Commission within ten (10) business days after the
filing of this Report on Form 8-K.
(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.
The Registrant received notification from the
Commonwealth of Kentucky Revenue Cabinet that the Cabinet had
accepted the Company's Offer in Settlement in the amount of
$47,499.30 for any and all outstanding sales and tangible
property taxes. The Company had previously received an
assessment of approximately $1.5 million plus penalties and
interest for sales taxes allegedly owed to the Commonwealth of
Kentucky by Southern Gas Company, Inc. ("SGC"), prior to the
Company's acquisition of the assets of SGC in 1994.
The Registrant was named as a defendant in litigation
initiated by a trade creditor seeking approximately $8.6 million
for work performed on Grand Isle Block 55. Other trade creditors
have filed liens against Grand Isle Block 55 and the Registrant
anticipates those creditors will join the above litigation or
initiate independent actions. The Registrant had previously
reported the amounts it owed the trade creditors for work
performed on Grand Isle Block 55 in its Report on Form 10-Q for
the Quarter Ended September 30, 1998.
The Registrant's Bridge Loan in the amount of $16.5
million matured on December 31, 1998. The Bank has not demanded
payment nor has it agreed to extend the term of the Bridge Loan.
The Registrant has received notification from NASDAQ
that unless the shares of the Registrant's common stock report a
closing bid of $1.00 or greater for ten consecutive trading days
prior to April 5, 1999, the Registrant's securities will be
subject to delisting.
Item 6. Resignation of Registrant's Directors. Not Applicable.
Item 7. Financial Statements and Exhibits. None
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 11, 1999
-------------------
