February 12, 2019

Mark C. Jensen
Chief Executive Officer
American Resources Corporation
9002 Technology Drive
Fishers, IN 46038

       Re: American Resources Corporation
           Amendment No. 5 to Registration Statement on Form S-1
           Filed February 6, 2019
           File No. 333-226042

Dear Mr. Jensen:

      We have reviewed your amended registration statement 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 this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our December 20,
2018 letter.

Registration Statement on Form S-1/A filed February 6, 2019

The Series A Preferred Shareholders will have the ability ..., page 39

1.     Please disclose how all the stock issuances reported in Note 8 -
Subsequent Events, (F-
       12), the potential number of shares issuable with this offering, and the
outstanding
       common stock equivalents on an as-converted basis, including warrants in
the money and
       other convertible instruments (i.e., ARC Business Loan), can potentially
trigger or has
       triggered the anti-dilution rights of Series A preferred shareholders in
order that they can
       maintain their 72% ownership interest. Quantitatively and qualitatively,
based on the
       outstanding shares and common stock equivalents on an as-converted basis
as of the
       effective date of this offering, illustrate how the Series A preferred
       shareholders' ownership interest shall be adjusted to Seventy-Two
Percent (72.0%)
 Mark C. Jensen
FirstNameResources Corporation
American LastNameMark C. Jensen
Comapany NameAmerican Resources Corporation
February 12, 2019
February 12, 2019 Page 2
Page 2
FirstName LastName
         through the immediate issuance of such number of shares of common
stock to cure the
         deficiency, if any. We understand from your disclosure on page 94 that
such "anti-
         dilution protection shall include the effect of any security, note,
common stock
         equivalents, or any other derivative instruments or liability issued
or outstanding during
         the anti-dilution period that could potential(ly) cause dilution
during the anti-dilution
         period or in the future."
Capitalization, page 45

2.       Please revise your Capitalization disclosure to address the following:
           explain in the first paragraph the nature and purpose of the pro
forma adjustments;
           indicate that the As Adjusted information is pro forma as adjusted;
           provide a more specific description and quantification of the
subsequent
            event transaction referenced in pro forma note 10; and
           give effect to the $6.5 million loan agreement dated as of December
31, 2018 as
            disclosed on page F-12. Clarify whether the difference between the
proceeds received
            to date and the loan value constitutes remaining loan availability
or a discount on the
            loan. State how the proceeds will be used in conjunction with the
proceeds from this
            offering.
         .
Notte 8 - Subsequent Events, page F-12

3.       Please provide us your analysis underlying your conclusion that the
set of assets and
         liabilities acquired by Wyoming from Synergy Coal LLC did not
constitute a business as
         suggested by your pro forma presentation on page 45. Citing the
guidance in paragraphs
         805-10-55-3A through 55-6 and 805-10-55-8 through 55-9, please
address:
           how you determined that substantially all of the acquisition is made
up of one asset or
             several similar assets. In this regard, we note Synergy's
conveyance of real property,
             leases, insurance (including umbrella policies and workmen's
compensation), and
             employees, subject to your assumption of the UMWA Agreement, the
Coal
             Agreement and Other Assignments and Assumptions.
           whether the set of assets include, at a minimum, an input and a
substantive process
             that together significantly contribute to the ability to create
output. In this regard, refer
             to paragraphs 5D and 5E of ASC 805-10-55.

         Additionally, please disclose how you determined and allocated the
purchase price.
         Considering the significance of this acquisition, please be reminded
of the pro forma and
         audited historical financial statement requirements for an acquired
business. Refer to
         Rules 8-04 and 8-05 of Regulation S-X.
 Mark C. Jensen
American Resources Corporation
February 12, 2019
Page 3
4.    We note that your pro forma capitalization table on page 45 reflects the
effect of a non-
      binding letter of intent that you entered into with an unrelated party on
February 4,
      2019 for the acquisition of stock and membership interests of entities
with non-operating
      assets consisting of surface and mineral ownership and other related
agreements. In this
      regard, please revise the following:
        your disclosure of this transaction to reflect the final terms of the
actual contractual
          agreements, stipulating the consideration paid, the assets acquired
and the liabilities
          assumed.
        your pro forma presentation on page 45 to reflect the actual contact
terms.

      Additionally, please provide us an analysis (similar to your analysis of
the Synergy/
      Wyoming transaction) explaining whether such transaction would be
accounted for as an
      acquisition of assets or a business. Please file the related contracts in
your next
      amendment.
       You may contact Kathryn Jacobson, Senior Staff Accountant, at (202)
551-3365 or
Robert S. Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions
regarding comments on the financial statements and related matters. Please
contact William
Mastrianna, Attorney-Adviser, at (202) 551-3778 or Celeste M. Murphy, Legal
Branch Chief, at
(202) 551-3257 with any other questions.



                                                            Sincerely,
FirstName LastNameMark C. Jensen
                                                            Division of
Corporation Finance
Comapany NameAmerican Resources Corporation
                                                            Office of
Telecommunications
February 12, 2019 Page 3
cc:       Clifford Hunt
FirstName LastName