91 unchanged sentences
Layman currently serves as General Partner/CEO of Emerald Shoals Targeted Opportunities Fund LP, a hybrid growth fund backed by a network of ultra-high net worth individuals seeking novel opportunities to invest in high-growth catalyst driven companies.
−Removed: Prior to his current role at Emerald Shoals, Mr.
+Added: Layman also is the chairman & managing director of LF Athens Capital, a Delaware series LLC that seeks to provide attractive investment opportunities in private and small cap public companies.
+Added: Laymen also serves on the board of directors of Land Betterment Corp and Clarametyx Biosciences Inc.
+Added: Prior to his current role at Emerald Shoals and LF Athens, Mr.
Layman served at a large top-four brokerage house where he was co-owner of a private wealth management group where he was responsible for identifying attractive and undervalued investment opportunities.
24 unchanged sentences
Courtenay is currently Managing Director of Compass Point Resources, LLC which he founded in 2007.
+Added: Taplin also acts as Managing Director for Clay Resources LLC, a commodities firm trading in African origin minerals and metals with sales to the world’s merchant consumers from its offices in the U.
+Added: and Durban, South Africa.
His prior experience includes Crown Coal & Coke Company and Pickands Mather & Company out of Cleveland, OH.
96 unchanged sentences
Summary Compensation Table - Officers
−Removed: Name and principal position
+Added: Name and principal
Incentive plan
12 unchanged sentences
60,976 options were issued under the new contract and vest immediately.
+Added: 25,000 Options issued on January 28, 2021 and 450,000 Options were issued on December 13, 2021.
+Added: $643,500 represents Black-Scholes Option Pricing Model.
No bonus was awarded during 2020 and 2021.
During 2020, other compensation totaling $24,187 included $16,450 of retroactive pay.
−Removed: During 2020, other compensation totaling $24,187 included $16,450 of retroactive pay.
During 2017 salary in the amount of $32,000 was accrued and unpaid during 2017 and 2018.
4 unchanged sentences
Sauve increasing base pay to $200,000 and carrying certain performance bonuses which would be awarded by the board of directors.49,342 options were issued under the new contract and vest immediately.
+Added: 25,000 Options issued on January 28, 2021 and 275,000 Options were issued on December 13, 2021.
+Added: $365,750 represents Black-Scholes Option Pricing Model.
No bonus was awarded during 2020 and 2021.
−Removed: Other compensation totaling $15,550 included $2,878 health insurance reimbursement and $12,672 of retroactive pay.
−Removed: Other compensation totaling $29,197 included $3,051 health insurance reimbursement and $19,328 of retroactive pay.
+Added: During 2021, other compensation included $2,865 health insurance reimbursement.
+Added: During 2020, other compensation totaling $29,197 included $3,051 health insurance reimbursement and $19,328 of retroactive pay.
During 2017 salary in the amount of $21,487 was accrued and unpaid during 2017 and 2018.
5 unchanged sentences
49,342 options were issued under the new contract and vest immediately.
+Added: 25,000 Options issued on January 28, 2021 and 100,000 Options were issued on December 13, 2021.
+Added: $143,000 represents Black-Scholes Option Pricing Model.
No bonus was awarded during 2020 and 2021.
−Removed: Other compensation totaling $25,467 included $12,358 health insurance reimbursement and $13,109 of retroactive pay.
−Removed: Other compensation totaling $25,836 included $13,639.60 health insurance reimbursement and $8,378 of retroactive pay.
+Added: During 2021, other compensation totaling included $4,973 health insurance reimbursement.
+Added: During 2020, other compensation totaling $25,836 included $13,639.60 health insurance reimbursement and $8,378 of retroactive pay.
There is no employment agreement in place for Mr.
2 unchanged sentences
Thompson vest equally over the course of three years, and as of December 31, 2019, one third of the options have vested.
−Removed: Thompson was awarded 500,000 options which vest over 7 years.
+Added: Thompson was awarded 500,000 options which vest over 7 years200,000 Options were issued on December 13, 2021.
+Added: $266,000 represents Black-Scholes Option Pricing Model.
Director Compensation
11 unchanged sentences
The Option Award to Directors in Column (d) of $41,000 represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder.
+Added: During 2021, 300,000 of options were issued to Mr.
+Added: Jensen for his service on the board and as serving as chairman.
+Added: The value of the options have been included in the officer compensation table.
For services rendered on the board of directors, Mr.
1 unchanged sentence
The Option Award to Directors in Column (d) of $41,000 represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder.
+Added: During 2021, 150,000 of options were issued to Mr.
+Added: Sauve for his service on the board.
+Added: The value of the options have been included in the officer compensation table.
Stephenson was appointed as a director on November 15, 2018.
16 unchanged sentences
The Option Award to Directors in Column (d) of $161,450 represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder.
+Added: During 2021, 150,000 options were issued to Mr.
+Added: Taplin for his service on the board.
Layman was appointed as a director on July 16, 2020.
3 unchanged sentences
The Option Award to Directors in Column (d) of $93,500 represents the amortized book value of warrants valued using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder.
+Added: During 2021, 250,000 options were issued to Mr.
+Added: Layman for his service on the board and as chairs of the Audit Committee and Compensation Committee.
Botte was appointed as a director on November 23, 2020.
2 unchanged sentences
The Option Award to Directors in Column (d) of $41,000 represents the amortized book value of warrants priced using the Black-Scholes Option Pricing Model, and does not represent the actual cash value of the warrants to the warrant holder.
+Added: During 2021, 200,000 options were issued to Dr.
+Added: Botte for her service on the board.
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.
3 unchanged sentences
The payment of such bonus and/or incentive stock options shall be in the sole discretion of the Company’s Board of Directors.
−Removed: The in-place contracts we effective beginning October 1, 2020 and expires December 31, 2021.
+Added: The in-place contracts we effective beginning January 1, 2022 and expires December 31, 2022.
Outstanding Equity Awards
The following equity awards, including, options, restricted stock or other equity incentives from the Company to current officers are as follows:
−Removed: - Chief Executive Officer, who was issued options under our Employee Incentive Stock Option Plan on November 23, 2020 to purchase up to 85,976 shares of our Company at $1.64 per share.
+Added: - Chief Executive Officer:
+Added: November 23, 2020 to purchase up to 85,976 shares of our Company at $1.64 per share.
Those options vest upon issuance.
−Removed: - President, who was issued options under our Employee Incentive Stock Option Plan on November 23, 2020 to purchase up to 70,732 shares of our Company at $1.64 per share.
+Added: February 3, 2021 to purchase up to 25,000 shares of our Company at $2.56 per share.
Those options vest upon issuance.
−Removed: - Chief Financial Officer, who was issued options under our Employee Incentive Stock Option Plan on November 23, 2020 to purchase up to 45,732 shares of our Company at $1.64 per share.
+Added: December 13, 2021 to purchase up to 450,000 shares of our Company at $1.74 per share.
+Added: Those options vest over 9 years.
+Added: November 23, 2020 to purchase up to 70,732 shares of our Company at $1.64 per share.
Those options vest upon issuance.
−Removed: - Chief Operating Officer, who was issued options under our Employee Incentive Stock Option Plan on June 18, 2020 to purchase up to 500,000 shares of our Company at $1.13 per share, June 5, 2019 to purchase up to 75,000 shares of our Company at $2.63 per share and on September 12, 2018 to purchase up to 136,830 shares of our Company at $1.00 per share.
+Added: February 3, 2021 to purchase up to 25,000 shares of our Company at $2.56 per share.
+Added: Those options vest upon issuance.
+Added: December 13, 2021 to purchase up to 275,000 shares of our Company at $1.74 per share.
+Added: Those options vest over 7 years.
+Added: - Chief Financial Officer:
+Added: November 23, 2020 to purchase up to 45,732 shares of our Company at $1.64 per share.
+Added: Those options vest upon issuance.
+Added: February 3, 2021 to purchase up to 25,000 shares of our Company at $2.56 per share.
+Added: Those options vest upon issuance.
+Added: December 13, 2021 to purchase up to 100,000 shares of our Company at $1.74 per share.
+Added: Those options vest over 7 years.
+Added: - Chief Operating Officer, who was issued options under our Employee Incentive Stock Option Plan on
+Added: June 18, 2020 to purchase up to 500,000 shares of our Company at $1.13 per share
+Added: June 5, 2019 to purchase up to 75,000 shares of our Company at $2.63 per share
+Added: September 12, 2018 to purchase up to 136,830 shares of our Company at $1.00 per share.
Those options vest equally over the course of three years.
+Added: December 13, 2021 to purchase up to 200,000 shares of our Company at $1.74 per share.
+Added: Those options vest over 7 years.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
20 unchanged sentences
or its affiliates exercise any warrant that would result in their ownership of more than 9.99% of the issued and outstanding shares of our Common Stock on the date of exercise.
−Removed: Additionally, as of December 31, 2020 Alexander Lau, who is a principal of Golden Properties and a beneficial owner through Golden Properties, is believed to be a holder of 19,710 Class A Common shares.
+Added: Additionally, as of December 31, 2021 Alexander Lau, who is a principal of Golden Properties and a beneficial owner through Golden Properties and a beneficial owner through TAU Holdings LTD., is believed to be a holder of 199,373 Class A Common shares.
Accordingly, Golden Properties, Ltd.
is presently deemed the beneficial owner of 6,167,965 shares of our Common Stock pursuant to Securities and Exchange Commission Rule 13d-3, promulgated under the Securities Exchange Act of 1934.
−Removed: The full number of shares that Golden Properties' beneficially owns (including all shares underlying all the warrants owned by Golden Properties and excluding those Class A Common shares owned by Alexander Lau stated above) is 7,101,408shares.
+Added: The full number of shares that Golden Properties’ beneficially owns (including all shares underlying all the warrants owned by Golden Properties and excluding those Class A Common shares owned by Alexander Lau and TAU Holdings as stated above) is 5,968,592 shares.
Series A Preferred
6 unchanged sentences
All Directors and Officers as a Group (4 persons)
−Removed: Golden Properties, LTD
All Directors, Officers and 5% Holders as a Group (5 persons)
8 unchanged sentences
Transactions with Related Persons, Promoters and Certain Control Persons.
−Removed: On June 12, 2015, the Company executed a consulting agreement with an entity with common ownership.
−Removed: During 2018 and 2017, the Company incurred fees totaling $0 and $0 relating to services rendered under this agreement.
−Removed: The amount outstanding and payable as of December 31, 2018 and 2017, was $0 and $17,840,615, respectively.
−Removed: The amount is due on demand and does not accrue interest.
−Removed: On May 25, 2018, the related party agreed to terminate the agreement and extinguish the entire $17,840,615 payable.
During 2015, equipment purchasing was paid by an affiliate resulting in a note payable.
The balance of the note was $74,000 as of December 31, 2021 and 2020 respectively.
−Removed: On January 1, 2016, the Company awarded stock options for 827,862 shares in exchange for consulting efforts to an entity with common ownership.
−Removed: 0 and 636,830 stock options were awarded to related parties during 2020 or 2019, respectively.
On April 30, 2017, the Company purchased $250,000 of secured debt that had been owed to that party, by an operating subsidiary of a related party.
3 unchanged sentences
Both notes are in default and have been fully impaired due to collectability uncertainty as of December 31, 2021 and 2020, respectively.
−Removed: During July 2017 and October 2018, an officer of the Company advanced $50,000 and $13,500, respectively, to the Company.
−Removed: The advance is non-secured, non-interest bearing and due on demand.
−Removed: During December 2018, an officer of the Company advanced $5,000 to the Company.
−Removed: The advance is non-secured, non-interest bearing and due on demand.
−Removed: On February 13, 2020, the Company entered into a Contract Services Agreement with Land Betterment Corp, an entity controlled by certain members of the Company’s management who are also directors and shareholders.
−Removed: The contract terms state that service costs are passed through to the Company with a 10% mark-up and a 50% share of cost savings and covers services across the Company’s locations.
The Company, through its subsidiaries, leases property and mineral from a related entity, LRR.
14 unchanged sentences
As of December 31, 2021, the amount due under the agreement amounted to $355,899.
−Removed: On June 11, 2020 the Company purchased $1,494,570 of secured debt included accrued interest that had been owed to that party, by an operating subsidiary of a related party.
+Added: On June 11, 2020 the Company purchased $1,494,570 of secured debt including accrued interest that had been owed to that party, by an operating subsidiary of a related party.
As a result of the transaction, the Company is now the creditor on the four notes.
4 unchanged sentences
The notes are in default and have been fully impaired due to collectability uncertainty.
+Added: On January 1, 2021, the Company purchased $250,000 of secured debt including accrued interest that has been owed to that party, by an operating subsidiary of a related party.
+Added: As a result of the transaction, the Company is now the creditor on the note.
+Added: The note is in default and has been fully impaired due to collectability uncertainty.
Director Independence.
7 unchanged sentences
Principal Accounting Fees and Services.
+Added: Borgers CPA, PC (PCAOB ID:
+Added: 5041 ), services as the Company’s independent registered public accounting firm.
+Added: The following is a summary of fees paid or to be paid to Malone Bailey LLP, and B.F.
+Added: Borgers CPA, PC, for services rendered for the years ended December 31, 2021 and 2020.
Audit fees – BF Borgers, PC
Audit related fees – BF Borgers, PC
−Removed: Audit fees – Malone Bailey LLP
Audit related fees – Malone Bailey LLP
All other fees
+Added: Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years.
+Added: This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.
+Added: Audit Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.
+Added: Tax Fees — This category consists of professional services rendered for tax compliance and tax advice.
+Added: The services for the fees disclosed under this category include tax return preparation and technical tax advice.
+Added: All Other Fees — This category consists of fees for other miscellaneous items.
+Added: Pre-Approval Policy
+Added: Our audit committee was formed upon the consummation of our Initial Public Offering.
+Added: As a result, the audit committee did not preapprove all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.
+Added: Since the formation of our audit committee, and on a goingforward basis, the audit committee has and will preapprove all auditing services and permitted nonaudit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for nonaudit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).
Exhibits, Financial Statement Schedule.
78 unchanged sentences
Incorporated herein by reference to Exhibit 99.3 to the Company’s 8k filed on November 13, 2018.
−Removed: Consent of B.F Borgers, PC
−Removed: Incorporated Herewith
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
30 unchanged sentences
March 30, 2022
−Removed: /s/ M ichael Layman
+Added: /s/ Michael Layman
March 30, 2022
Michael Layman
−Removed: /s/ G erardine Botte
+Added: /s/ Gerardine Botte
March 30, 2022
10 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: Report of Independent Registered Public Accounting Firm - 2019
Consolidated Balance Sheets
6 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of American Resources Corporation (the "Company") as of December 31, 2020, the related statement of operations, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements").
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.
+Added: We have audited the accompanying consolidated balance sheets of American Resources Corporation as of December 31, 2021 and 2020, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements").
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Basis for Opinion
12 unchanged sentences
We believe that our audit provides a reasonable basis for our opinion.
−Removed: Substantial Doubt about the Company’s Ability to Continue as a Going Concern
−Removed: The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
−Removed: As discussed in Note 1 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.
−Removed: The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
+Added: Critical Audit Matter
+Added: Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: We determined that there are no critical audit matters.
/S/ BF Borgers CPA PC
−Removed: BF Borgers CPA PC
We have served as the Company's auditor since 2020
March 30, 2022
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Shareholders and Board of Directors of
AMERICAN RESOURCES CORPORATION
−Removed: Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of American Resources Corporation and its subsidiaries (collectively, the “Company”) as of December 31, 2019, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
−Removed: Going Concern Matter
−Removed: The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
−Removed: As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern.
−Removed: Management's plans in regard to these matters are also described in Note 1.
−Removed: The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
−Removed: Basis for Opinion
−Removed: These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
−Removed: Accordingly, we express no such opinion.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
−Removed: /s/ MaloneBailey, LLP
−Removed: www.malonebailey.com
−Removed: We served as the Company's auditor 2017 to 2020.
−Removed: Houston, Texas
−Removed: AMERICAN RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
Current assets
−Removed: Accounts Receivable
−Removed: Accounts Receivable - Other
+Added: Prepaid fees and deposits
+Added: Receivables - other
+Added: Advances to related party
Total current assets
Cash - restricted
−Removed: Processing and rail facility
−Removed: Underground equipment
−Removed: Surface equipment
−Removed: Mine development
−Removed: Coal Refuse Storage
−Removed: Less Accumulated Depreciation
−Removed: (12,726,809 )
−Removed: (11,162,622 )
−Removed: Note Receivable
−Removed: Total Other Assets
+Added: Property and equipment, net
+Added: Long-term right of use assets, net
+Added: Investment in llc- related party
+Added: Notes receivables
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
−Removed: Accounts payable
+Added: Trade payables
Non-trade payables
1 unchanged sentence
Accrued interest
−Removed: Funds held for others
Due to affiliate
−Removed: Current portion of notes payables (net of unamortized discount of $0 and $134,296)
−Removed: Convertible note payables
−Removed: Current portion of reclamation liability
+Added: Current portion of long term debt
+Added: Current portion of convertible debt (net of unamortized discount of $ 18,106 and $ 827,573 )
+Added: Current portion of lease liabilities, net
Total current liabilities
−Removed: OTHER LIABILITIES
−Removed: Long-term portion of note payable (net of issuance costs $405,667 and $428,699)
−Removed: Long-term portion of convertible note payable (net of unamortized discount of $0 and $0)
−Removed: Reclamation liability
−Removed: Total Other Liabilities
+Added: Notes payable (net of issuance costs of $ 0 and $ 405,667 )
+Added: Convertible note payables (net of unamortized discount of $ 22,549 and $ 0 )
+Added: Remediation liability
+Added: Lease liabilities, net
Total liabilities
Stockholders' deficit
−Removed: AREC - Class A Common stock:
−Removed: $.0001 par value;
−Removed: 230,000,000 shares
−Removed: authorized, 40,522,762 and 27,410,512 shares issued and outstanding for the period end
−Removed: AREC - Series A Preferred stock:
−Removed: $.0001 par value;
−Removed: 100,000 shares authorized, nil and nil shares issued and outstanding
−Removed: AREC - Series B Preferred stock:
−Removed: $.001 par value;
−Removed: 20,000,000 shares authorized, nil and nil shares issued and outstanding, respectively
−Removed: AREC - Series C Preferred stock:
+Added: Common stock:
$ 0.0001 par value;
−Removed: 20,000,000 shares authorized, nil and nil shares issued and outstanding
+Added: 230,000,000 shares authorized, 65,084,992 and 42,972,762 shares issued and outstanding
Additional paid in capital
1 unchanged sentence
( 165,793,571 )
+Added: ( 133,289,248 )
Total stockholders' deficit
5 unchanged sentences
CONSOLIDATED STATEMENTS OF OPERATIONS
−Removed: Years ended December 31,
−Removed: Processing Services Income
Metal recovery and sales
+Added: Royalty income
Total revenue
1 unchanged sentence
( 7,088,951 )
−Removed: Accretion Expense
+Added: ( 3,749,519 )
+Added: ( 1,096,283 )
+Added: ( 1,287,496 )
Gain on purchase and disposal of asset, respectively
+Added: ( 1,980,026 )
+Added: ( 2,298,703 )
Amortization of mining rights
+Added: ( 1,246,740 )
+Added: ( 1,251,357 )
General and administrative
+Added: ( 3,884,464 )
+Added: ( 2,486,799 )
Professional fees
+Added: ( 1,387,430 )
+Added: ( 1,076,548 )
Production taxes and royalties
−Removed: Impairment of Fixed Assets
( 1,306,150 )
−Removed: Development Costs
+Added: ( 1,357,749 )
+Added: ( 18,098,670 )
+Added: ( 3,998,885 )
Total expenses from operations
4 unchanged sentences
( 16,447,365 )
−Removed: (Loss)/Gain on settlement of note payable and accounts payable
+Added: Other income and (expense)
Gain on interest forgiven
3 unchanged sentences
Interest income
−Removed: Warrant modification expense
Interest expense
1 unchanged sentence
( 3,383,294 )
−Removed: Net income attributable to Non Controlling Interest
Net loss attributable to American Resources Corporation shareholders
8 unchanged sentences
American Resources
−Removed: American Resources
−Removed: American Resources
−Removed: American Resources
Preferred series A
−Removed: Preferred Series B
Preferred series C
−Removed: January 1, 2019
−Removed: (52,115,183 )
−Removed: Issuance of Common Stock for Cash
−Removed: Issuance of Common Shares for Services
−Removed: Issuance of Common Shares for Asset Acquisition
−Removed: Issuance of Common Shares for Conversion of Debt and Accounts payable
−Removed: Issuance of Warrants to Consultants
−Removed: Amortization of Options - Stock Based Compensation
−Removed: Issuance of Common Shares for Warrant Exercise- cashless
−Removed: Conversion of Series A into common stock
−Removed: Conversion of Series C into common stock
−Removed: Beneficial Conversion on note payable
−Removed: Return of common shares
−Removed: Warrant modification expense
−Removed: Underwriter warrants
−Removed: Issuance of common shares with note payable
−Removed: (70,918,302 )
−Removed: (70,918,302 )
+Added: paid in capital
Balance December 31, 2019
8 unchanged sentences
Return of common stock for asset sale
+Added: ( 2,000,000 )
+Added: ( 1,840,000 )
+Added: ( 1,840,200 )
Issuance of warrants in conjunction with convertible notes
−Removed: Amortization of Warrant and Stock Option Expense
+Added: Stock compensation - options
+Added: Amortization of debt discount
( 1,026,845 )
( 1,026,845 )
+Added: ( 10,255,763 )
+Added: ( 10,255,763 )
Balance December 31, 2020
1 unchanged sentence
$ ( 133,289,248 )
+Added: $ ( 20,005,500 )
+Added: Shares issued in connection with registered offering
+Added: Shares issued in connection with warrant and option conversions
+Added: Shares issued in connection with debt and payable conversions
+Added: Shares issued for services
+Added: Amortization of debt discount
+Added: Stock compensation - options
+Added: Assumption of membership interest
+Added: ( 32,504,323 )
+Added: ( 32,504,323 )
+Added: Balance December 31, 2021
+Added: $ 163,441,655
+Added: $ ( 165,793,571 )
+Added: $ ( 2,345,408 )
The accompanying footnotes are integral to the consolidated financial statements
5 unchanged sentences
Adjustments to reconcile net income loss) to net cash
+Added: Depreciation expense
Amortization of mining rights
Accretion expense
+Added: Accretion of Right to Use Assets
+Added: Amortization of debt discount
+Added: Option Expense
+Added: Discount Amortization Conver
Liabilities reduced due to sale of assets
−Removed: Forgiveness of debt
−Removed: Gain on purchase of assets
−Removed: Impairment loss
−Removed: Amortization of debt discount and issuance costs
−Removed: Recovery of advances receivable
−Removed: Warrant expense
−Removed: Warrant modification expense
+Added: ( 3,271,974 )
Issuance of common shares for services
+Added: Loan forgiveness - NMTC
Issuance of warrants in conjunction with convertible notes
1 unchanged sentence
Return of common shares for property sale
−Removed: Stock compensation expense
+Added: ( 1,840,200 )
Change in current assets and liabilities:
Accounts receivable
−Removed: Prepaid expenses and other assets
+Added: ( 2,907,746 )
+Added: Prepaid expenses and other current assets
Accounts payable
−Removed: Account payable related party
−Removed: Funds held for others
+Added: ( 2,943,442 )
+Added: ( 4,301,976 )
Accrued interest
+Added: ( 1,826,244 )
+Added: Funds held for others
+Added: Accounts payable related party- Due to Affiliates
Cash used in operating activities
2 unchanged sentences
Cash Flows from Investing activities:
−Removed: Advances made in connection with management agreement
−Removed: Advance repayment in connection with management agreement
Cash received (paid) for PPE, net
−Removed: Cash received from acquisitions
+Added: ( 3,068,943 )
+Added: Cash invested in note receivable
+Added: Investment in LLCs
+Added: ( 2,500,000 )
Cash provided by investing activities
+Added: ( 5,918,943 )
Cash Flows from Financing activities:
Principal payments on long term debt
+Added: ( 1,103,191 )
+Added: Sale of Common Stock for Cash
+Added: Cash received from warrant and option conversions
+Added: Proceeds from convertible note
+Added: Convertible Note Conversions
+Added: Capitalized Interest
+Added: Issuance of common shares for debt settlement
+Added: ( 5,648,698 )
Proceeds from long term debt (net of issuance costs $0 and $0)
−Removed: Proceeds from convertible debt
−Removed: Proceeds from related party
Net (payments) proceeds from factoring agreement
−Removed: Sale of common stock for cash
−Removed: Proceeds series C preferred stock
+Added: ( 1,807,443 )
Cash provided by financing activities
3 unchanged sentences
Supplemental Information
−Removed: Assumption of net assets and liabilities for asset acquisitions
−Removed: Shares issues in asset acquisition
−Removed: Discount on note due to beneficial conversion feature
−Removed: Conversion of note payable to common stock
−Removed: Issuance of shares as part of note payable consideration
−Removed: Conversion of Preferred Series A Shares to common shares
−Removed: Conversion of Preferred Series C Shares to common shares
−Removed: Return of shares related to employee settlement
−Removed: Warrant exercise for common shares
Cash paid for interest
−Removed: Cash paid for income tax
The accompanying footnotes are integral to the consolidated financial statements
5 unchanged sentences
Basis of Presentation and Consolidation:
−Removed: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Quest Energy Inc (QEI), Deane Mining, LLC (Deane), Quest Processing LLC (Quest Processing), ERC Mining Indiana Corp (ERC), McCoy Elkhorn Coal LLC (McCoy), Knott County Coal LLC (KCC), Wyoming County Coal (WCC), Empire Kentucky Land, Inc, Colonial Coal Company, Inc.
−Removed: (Empire), Perry County Resources LLC (PCR), American Rare Earth LLC (ARE) and American Metals LLC (AM).
+Added: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries American Carbon Corp (ACC), Deane Mining, LLC (Deane), Quest Processing LLC (Quest Processing), ERC Mining Indiana Corp (ERC), McCoy Elkhorn Coal LLC (McCoy), Knott County Coal LLC (KCC), Wyoming County Coal (WCC),Perry County Resources LLC (PCR), American Rare Earth LLC (ARE), American Metals LLC (AM) and American Opportunity Venture II, LLC (AOV II).
All significant intercompany accounts and transactions have been eliminated.
−Removed: On January 5, 2017, QEI entered into a share exchange agreement with NGFC Equities, Inc (NGFC).
−Removed: Under the agreement, the shareholders of QEI exchanged 100% of its common stock to NGFC for 4,817,792 newly created Series A Preferred shares that is convertible into approximately 95% of outstanding common stock of NGFC.
+Added: On January 5, 2017, ACC entered into a share exchange agreement with NGFC Equities, Inc (NGFC).
+Added: Under the agreement, the shareholders of ACC exchanged 100% of its common stock to NGFC for 4,817,792 newly created Series A Preferred shares that is convertible into approximately 95% of outstanding common stock of NGFC.
The previous NGFC shareholders retained 845,377 common shares as part of the agreement.
2 unchanged sentences
The transaction was accounted for as a recapitalization.
−Removed: QEI was the accounting acquirer and ARC will continue the business operations of QEI, therefore, the historical financial statements presented are those of QEI and its subsidiaries.
+Added: ACC was the accounting acquirer and ARC will continue the business operations of ACC, therefore, the historical financial statements presented are those of ACC and its subsidiaries.
The equity and share information reflect the results of the recapitalization.
26 unchanged sentences
No operations were undergoing at the time of formation or acquisition.
−Removed: On February 12, 2019, ARC Acquisition Corporation (ARCAC) was formed as a wholly owned subsidiary of ARC.
−Removed: On February 12, 2019, ARCAC merged with Empire Kentucky Land, Inc which is the 100% owner of Colonial Coal Company, Inc.
−Removed: ARC Acquisition Corporation was subsequently renamed Empire Kentucky Land, Inc.
−Removed: On May 8, 2020, the Company entered into a Settlement, Rescission and Mutual Release Agreement with the parties of the Empire acquisition.
−Removed: The agreement provides for the property of Empire to transfer back to the former parties for the return of 2,000,000 common shares of the Company and extinguishment $2,000,000 seller financing note.
−Removed: Additionally, permits and bonding liability associated with the Point Rock Mine were also transferred back to the original permit holders for the consideration of them assuming the reclamation liability.
−Removed: The default was cured on May 8, 2020 through the Settlement, Recission and Mutual Release Agreement.
−Removed: On September 25, 2019, Perry County Resources LLC (PCR) was formed as a wholly owned subsidiary of QEI.
+Added: On September 25, 2019, Perry County Resources LLC (PCR) was formed as a wholly owned subsidiary of ACC.
On June 8, 2020, American Rare Earth LLC was created as a wholly owned subsidiary of ARC for the purpose of developing and monetizing rare earth mineral deposits.
On June 28, 2020, American Metals LLC was created as a wholly owned subsidiary of ARC for the purpose of aggregating, processing and selling recovered steel and metals.
+Added: During January 2021, the Company invested $ 2,250,000 for 50 % ownership and become the managing member of American Opportunity Venture, LLC.
+Added: (AOV) It has been determined that AOV is a variable interest entity and that the Company is not primary beneficiary.
+Added: As such, the investment in AOV will be accounted for using the equity method of accounting.
+Added: During March 2021, the Company invested $ 25,000 for 100 % ownership and become the managing member of American Opportunity Venture II, LLC.
+Added: As such, the investment in AOVII has been eliminated in the accompanying financial statements.
+Added: As of September 30, 2021, AOVII has had no operational activity.
+Added: During March 2021, the Company licensed certain technology to an unrelated entity, Novusterra, Inc.
+Added: According to the commercial terms of the license, the Company is to receive 50 % of future cash flows and 15,750,000 common shares of Novusterra, Inc.
+Added: It has been determined that Novusterra is a variable interest entity and that the Company is not the primary beneficiary.
+Added: As such, the investment in Novusterra will be accounted for using the equity method of accounting.
Asset Acquisitions:
64 unchanged sentences
The transaction resulted in a gain on sale of $ 1,061,225 .
−Removed: Going Concern:
−Removed: The Company has suffered recurring losses from operations and currently a working capital deficit.
−Removed: These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
−Removed: We plan to generate profits by expanding current coal operations as well as developing new coal operations.
−Removed: However, we will need to raise the funds required to do so through sale of our securities or through loans from third parties.
−Removed: We do not have any commitments or arrangements from any person to provide us with any additional capital.
−Removed: If additional financing is not available when needed, we may need to cease operations.
−Removed: We may not be successful in raising the capital needed to expand or develop operations.
−Removed: Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern.
−Removed: The accompanying financial statements have been prepared assuming the Company will continue as a going concern;
−Removed: no adjustments to the financial statements have been made to account for this uncertainty.
Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America.
40 unchanged sentences
As such, the asset was written down to $0 during 2019.
−Removed: Total impairment loss recognized during the period ending December 31, 2019 equaled $27,688,030.
There was no impairment loss recognized during the period ending December 31, 2020.
+Added: There was no impairment loss recognized during the period ending December 31, 2021.
Costs related to maintenance and repairs which do not prolong the asset’s useful life are expensed as incurred.
20 unchanged sentences
Pointrock Sale
−Removed: Gold Star Acquisition
−Removed: PCR Acquisition
−Removed: Change in ARO Estimate
Ending Balance
−Removed: Current portion of reclamation liability
−Removed: Long-term portion of reclamation liability
Income Taxes include U.S.
29 unchanged sentences
During December 31, 2021, 95.1 % of revenue came from two metal recovery customers.
−Removed: As of December 31, 2020, and 2019, 100% and 99.63% of outstanding accounts receivable came from zero and two customers, respectively.
+Added: As of December 31, 2021, and 2020, 79.5 % and 100 % of outstanding accounts receivable came from two and zero customers, respectively.
For the year ended December 31, 2021 and 2020, 100 % and 100 % of generated from sales to the steel and industrial industry, respectively.
4 unchanged sentences
The Company leases certain equipment and other assets under noncancelable operating leases, typically with initial terms of 3 to 7 years.
−Removed: Minimum rent on operating leases is expensed on a straight-line basis over the term of the lease.
−Removed: In addition to minimum rental payments, certain leases require additional payments based on sales volume, as well as reimbursement of real estate taxes, which are expensed when incurred.
Capital leases are recorded at the present value of the future minimum lease payments at the inception of the lease.
The gross amount of assets recorded under capital lease amounted to $ 333,875 , all of which is classified as surface equipment.
+Added: The Company leases certain office and facility space under noncancelable operating leases, typically with initial terms of 1 to 10 years.
+Added: Right to use assets recorded on the balance sheet as of December 31, 2021, associated with these leases amounted to $ 726,194 .
+Added: Right to use liabilities recorded on the balance sheet as of December 31, 2021, associated with these leases amounted to $ 714,234 .
Beneficial Conversion Features of Convertible Securities:
53 unchanged sentences
Coal refuse storage
+Added: Rare Earth Processing
+Added: Construction in Progress
Accumulated depreciation
10 unchanged sentences
Coal Refuse Storage
+Added: NOTE 3 – RIGHT OF USE ASSETS
+Added: Our principal offices are located at 12115 Visionary Way, Fishers, Indiana 46038.
+Added: We pay $ 5,726 per month in rent for the office space and the rental lease expires December 2026 .
+Added: On January 1, 2022, the Company entered into an expansion lease for the site.
+Added: The amended lease has a ten-year term and $5,869 per month rate.
+Added: We also rent office space from an affiliated entity, LRR, at 11000 Highway 7 South, Kite, Kentucky 41828 and pay $ 1,702 per month rent and the rental lease expires January 1, 2030 .
+Added: On August 17, 2021, American Rare Earth entered into a Commercial Land Lease sublease agreement with Land Betterment for nearly 7 acres of land for the purpose of building a commercial grade critical element purification facility.
+Added: The sublease is for the period of 5 years with a rate of $ 3,500 a month.
+Added: On October 8, 2021, American Rare Earth entered into a Commercial Lease for 6,700 square feet of warehouse space for the purpose of building a commercial grade critical element purification facility.
+Added: The is for the period of 2 years with a rate of $ 4,745 .83 a month.
+Added: At December 31, 2021.
+Added: right of use assets and liabilities were comprised of the following:
+Added: Principal Office Lease
+Added: Kite Kentucky Lease
+Added: Rare Earth Commercial Land Lease
+Added: Rare Earth Commercial Purification Facility Lease
NOTE 4 - NOTES PAYABLE
5 unchanged sentences
Short-term and Long-term debt consisted of the following at December 31, 2021 and 2020:
−Removed: Equipment Loans - QEI
+Added: Equipment Loans - ACC
Note payable to an unrelated company in monthly installments of $1,468, With interest at 6.95%, through maturity in March 2021, when the note is due in full.
The note is secured by equipment and a personal guarantee by an officer of the Company.
−Removed: On September 8, 2017, Quest entered into an equipment purchase agreement with an unaffiliated entity, Inc.
−Removed: to purchase certain underground mining equipment for $600,000.
−Removed: The note carries 0% interest and is due April 1, 2019.
−Removed: The agreement provided for $80,000 paid upon execution, $30,000 monthly payments until the balance is paid in full.
−Removed: The note is secured by the equipment purchased.
−Removed: On October 19, 2017, Quest entered into an equipment financing agreement with an unaffiliated entity, Inc.
+Added: On October 19, 2017, ACC entered into an equipment financing agreement with an unaffiliated entity, Inc.
to purchase certain surface equipment for $90,400.
1 unchanged sentence
The note is secured by the equipment purchased.
−Removed: On October 20, 2017, Quest entered into an equipment financing agreement with an unaffiliated entity, Inc.
+Added: The balance of the note was repaid with cash during 2021.
+Added: On October 20, 2017, ACC entered into an equipment financing agreement with an unaffiliated entity, Inc.
to purchase certain surface equipment for $50,250.
1 unchanged sentence
The note is secured by the equipment purchased.
−Removed: On December 7, 2017, Quest entered into an equipment financing agreement with an unaffiliated entity, to purchase certain surface equipment for $56,900.
+Added: On December 7, 2017, ACC entered into an equipment financing agreement with an unaffiliated entity, to purchase certain surface equipment for $56,900.
The agreement calls for an interest rate of 8.522%, monthly payments until maturity of January 7, 2021.
The note is secured by the equipment purchased.
−Removed: On January 25, 2018, QEI entered into an equipment loan agreement with an unrelated party in the amount of $346,660.
+Added: The balance of the note was repaid with cash during 2021.
+Added: On January 25, 2018, ACC entered into an equipment loan agreement with an unrelated party in the amount of $346,660.
The agreement calls for monthly payments of $11,360 until maturity date of December 24, 2020 and carries an interest rate of 9%.
1 unchanged sentence
Loan proceeds were used directly to purchase equipment.
−Removed: On May 9, 2018, QEI entered into a loan agreement with an unrelated party in the amount of $1,000,000 with a maturity date of September 24, 2018 with monthly payments of $250,000 due beginning June 15, 2018.
+Added: On May 9, 2018, ACC entered into a loan agreement with an unrelated party in the amount of $1,000,000 with a maturity date of September 24, 2018 with monthly payments of $250,000 due beginning June 15, 2018.
The note is secured by the assets and equity of the company and carries an interest rate of 0%.
2 unchanged sentences
The note is secured by the equipment purchased by the note and a personal guarantee of an officer.
−Removed: Empire – Secured Seller Note
−Removed: On February 20, 2019, as part of the merger with Empire Kentucky Land, Inc, the Company executed a seller financing note in the amount of $2,000,000 with the maturity date of August 20, 2019.
−Removed: The note was in technical default and carries a default interest rate of 5% until settled on May 8, 2020.
−Removed: (see note 10)
−Removed: Sales Financing Arrangement ARC
−Removed: The Company received $500,000 in cash with $700,000 worth of coal held as collateral.
−Removed: The agreement has a maturity of sixty days (July 30, 2019) and does not have a stated interest rate, however, the interest expense, “additional consideration” is stated to be $50,000 over the two-month term.
−Removed: The company also issued 25,000 shares as consideration for the inventory line of credit.
−Removed: This note is currently in default.
−Removed: The inventory line of credit is secured by the underlying inventory.
−Removed: The note was transformed into the convertible note fund on November 20, 2020.
ARC Corporate Loan
−Removed: On August 9, 2019, the Company entered into a $500,000 promissory note with a non-related entity.
−Removed: The note bears interest at 11% and is due by September 15, 2019.
−Removed: On August 6, 2019, $250,000 was drawn on the promissory note.
−Removed: On August 9, 2019, $250,000 was drawn on the promissory note.
−Removed: On August 16, 2019, an additional $300,000 was drawn on the promissory note.
−Removed: The note included 300,000 common shares resulting in a relative fair value calculation discount of $210,581 which is amortized over the term of the note.
−Removed: This note is currently in default.
−Removed: The note is secured by specific equipment.
−Removed: Additional funds totaling $1,000,000 was advanced in December 31, 2019.
−Removed: The note was transformed into the convertible note fund on April 1, 2020.
−Removed: PCR Acquisition Note
−Removed: On September 27, 2019, the Company entered into a promissory note with a non-related entity for an amount up to $1,850,000 in conjunction with the PCR asset acquisition but separate from the assumed liabilities.
−Removed: $250,000 was drawn on this note as of September 30, 2019.
−Removed: The note bears interest at 4% and is due in full on September 27, 2020.
−Removed: The note was subsequently amended on October 18, 2019 the increase the full amount of the borrowing to $2,010,547.
−Removed: The note is unsecured.
−Removed: The initial draw was to be used for closing costs and the remaining tranches are to be used for payroll and payroll related expenses.
−Removed: The note carries restrictive covenants outlined in the note agreement.
−Removed: The note was transformed into the convertible note fund on November 23, 2020.
On April 23, 2020, the Company received loan proceeds in the amount of approximately $2,649,800 under the Paycheck Protection Program (“PPP”).
2 unchanged sentences
The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the period.
+Added: On January 26, 2022, the Company received forgiveness of $1,521,304 of principal.
On September 11, 2020, the Company entered into a $1,493,233.65 settlement agreement with a non-related party.
7 unchanged sentences
Loan issuance costs totaled $41,000 as of December 31, 2018.
+Added: The balance of the note was repaid with the issuance of company common shares during 2021.
Sales Financing Arrangement ARC
2 unchanged sentences
As of December 31, 2019 and 2018, unamortized original issue discount totaled $0 and $88,685 and unamortized loan issuance costs totaled $0 and $4,611, respectively.
−Removed: On April 1, 2020, $375,690.37 of this note was converted into a senior convertible note.
+Added: On April 1, 2020, the outstanding balance of $375,690.37 of this note was converted into a senior convertible note.
(See Note 10)
2 unchanged sentences
The note is secured by equipment and a corporate guarantee from Quest Energy Inc.
+Added: The balance of the note was repaid with cash during 2021.
Equipment lease payable to an unrelated company in 48 equal payments of $3,304 with an interest rate of 5.25% with a balloon payment at maturity of July 31, 2019.
The note is secured by equipment and a corporate guarantee from Quest Energy Inc.
−Removed: Equipment lease payable to an unrelated company in 48 equal payments of $2,031 with an interest rate of 5.25% with a balloon payment at maturity of August 13, 2019.
−Removed: The note is secured by equipment and a corporate guarantee from Quest Energy Inc.
+Added: The balance of the note was repaid with cash during 2021.
Equipment Loans - McCoy
−Removed: On May 2, 2017, Quest entered into an equipment purchase agreement with an unaffiliated entity, Inc.
+Added: On May 2, 2017, ACC entered into an equipment purchase agreement with an unaffiliated entity, Inc.
to purchase certain underground mining equipment for $250,000 which carries 0% interest.
−Removed: Full payment was due September 12, 2017, and the note is in default.
+Added: Full payment was due September 12, 2017.
The note is secured by the equipment purchased with the note.
−Removed: On June 12, 2017, Quest entered into an equipment purchase Agreement, which carried interest at 0% with an unaffiliated entity, Inc.
+Added: The balance of the note was repaid with the issuance of company common shares during 2021.
+Added: On June 12, 2017, ACC entered into an equipment purchase Agreement, which carried interest at 0% with an unaffiliated entity, Inc.
to purchase certain underground mining equipment for $22,500.
−Removed: Full payment was due September 12, 2017, and the note is in default.
+Added: Full payment was due September 12, 2017.
The note is secured by the equipment purchased with the note.
−Removed: On September 25, 2017, Quest entered into an equipment purchase Agreement, which carries 0% interest with an unaffiliated entity, Inc.
+Added: The balance of the note was repaid with the issuance of company common shares during 2021.
+Added: On September 25, 2017, ACC entered into an equipment purchase Agreement, which carries 0% interest with an unaffiliated entity, Inc.
to purchase certain underground mining equipment for $350,000.
2 unchanged sentences
The note is secured by the equipment purchased with the note.
−Removed: Seller Note - Deane
−Removed: Deane Mining - promissory note payable to an unrelated company, with monthly interest payments of $10,000, at an interest rate of 6%, beginning June 30, 2016.
−Removed: The note is due December 31, 2017 and is unsecured.
−Removed: During 2020, the counterparty to the note filed for Bankruptcy protection and the note was written off during the process.
−Removed: Seller Note – Wyoming County
−Removed: In conjunction with the asset acquisition, $600,000 promissory note payable to an unrelated company.
−Removed: $350,000 is due on demand and the remaining $250,000 will be paid with monthly payments based on $1 per ton of coal to originate from the assets acquired, commencing November 1, 2019.
−Removed: $375,000 was paid in 2019.
−Removed: The note is due on May 7, 2019, is unsecured and carries interest at 0%.
−Removed: The note was in default and subsequently cured by conversion into modified debt agreement April 1, 2020.
Accounts Receivable Factoring Agreement
8 unchanged sentences
The advance is unsecured and bears no interest and will be recouped by future sales to the customer.
−Removed: The note is due on demand and has been repaid subsequent to year end.
+Added: The balance of the note was repaid with the issuance of company common shares during 2021.
Kentucky New Markets Development Program
2 unchanged sentences
The loan is secured by all equipment and accounts of Quest Processing.
+Added: This note was forgiven pursuant to the loan agreement.
Quest Processing - loan payable to Community Venture Investment XV, LLC, with interest only payments due quarterly until March 2023, at which time quarterly principal and interest payments are due.
1 unchanged sentence
The loan is secured by all equipment and accounts of Quest Processing.
+Added: This note was forgiven pursuant to the loan agreement.
Debt Discounts and Loan Issuance Costs
3 unchanged sentences
Convertible notes payable consisted of the following at December 31, 2021 and 2020:
−Removed: On October 4, 2017, ARC entered into a consolidated loan agreement with an unaffiliated entity.
−Removed: $7,770,000 has been advanced under the note.
−Removed: The agreement calls for interest of 7% and with all outstanding amounts due on demand.
−Removed: The Company analyzed the conversion options in the convertible loan payables for derivative accounting consideration under ASC 815, Derivative and Hedging, and determines that the transactions do not qualify for derivative treatment.
−Removed: The note is secured by all assets of Quest and subsidiaries.
−Removed: In conjunction with the loan, warrants for up to 5,017,006 common shares were issued at an exercise price ranging from $.01 to $11.44 per share and with an expiration date of October 2, 2020.
−Removed: The loan had a conversion feature added during February 2019 resulting in a non cash expense of $7,362,925 The note is secured by all assets of the Company.
In 2020, the Company created a convertible debt offering.
5 unchanged sentences
Equipment purchasing was paid by an affiliate resulting in the note payable.
−Removed: During July 2017, an officer of the Company advanced $50,000 to Quest.
−Removed: During October 2018, the same officer advanced $13,500 to American Resources.
−Removed: The advances are unsecured, non interest bearing and due on demand.
−Removed: The note was transformed into the convertible note fund on April 14, 2020.
−Removed: During December 2018, an officer of the Company advanced $5,000 to Quest.
−Removed: The advance is unsecured, non interest bearing and due on demand.
−Removed: The note was transformed into the convertible note fund on April 14, 2020.
Total affiliate note payables
1 unchanged sentence
Future minimum principal payments, interest payments and payments on capital leases are as follows:
−Removed: Loan Principal
−Removed: Total Loan and Lease Principal
−Removed: Lease Interest
NOTE 5 - RELATED PARTY TRANSACTIONS
37 unchanged sentences
As of December 31, 2021, the amount due under the agreement amounted to $ 2,073,830 .
+Added: The Company is the holder of 2,000,000 LBX Tokens with a par value of $ 250 for each token.
+Added: The token issuance process is undertaken by a related party, Land Betterment, and is predicated on proactive environmental stewardship and regulatory bond releases.
+Added: As of December 31, 2021, there is no market for the LBX Token and therefore no value has been assigned.
On June 11, 2020 the Company purchased $ 1,494,570 of secured debt included accrued interest that had been owed to that party, by an operating subsidiary of a related party.
5 unchanged sentences
The notes are in default and have been fully impaired due to collectability uncertainty.
+Added: On January 1, 2021, the Company purchased $ 250,000 of secured debt including accrued interest that has been owed to that party, by an operating subsidiary of a related party.
+Added: As a result of the transaction, the Company is now the creditor on the note.
+Added: The note is in default and has been fully impaired due to collectability uncertainty.
+Added: American Opportunity Venture, LLC
+Added: During January 2021, the company invested $ 2,250,000 for 50% ownership and become the managing member of American Opportunity Venture, LLC.
+Added: (AOV) It has been determined that AOV is a variable interest entity and that the Company is not primary beneficiary.
+Added: As such, the investment in AOV will be accounted for using the equity method of accounting.
+Added: Condensed Summary Financials as Of December 31, 2021:
+Added: Balance Sheet
+Added: Investment in American Acquisition Opporutnity Inc
+Added: Members Equity
+Added: Total Liabilities and Members' Equity
+Added: American Opportunity Venture II, LLC
+Added: During March 2021, the Company invested $ 25,000 for 100% ownership and become the managing member of American Opportunity Venture II, LLC.
+Added: As such, the investment in AOVII has been eliminated in the accompanying financial statements.
+Added: As of June 30, 2022, AOVII has had no operational activity.
+Added: Condensed Summary Financials as Of December 31, 2021:
+Added: Balance Sheet
+Added: Members Equity
+Added: Total Liabilities and Members' Equity
+Added: Novusterra, Inc.
+Added: During March 2021, the Company licensed certain technology to an unrelated entity, Novusterra, Inc.
+Added: According to the commercial terms of the license, the Company is to receive 50% of future cash flows and 15,750,000 common shares of Novusterra, Inc.
+Added: It has been determined that Novusterra is a variable interest entity and that the Company is not the primary beneficiary.
+Added: As such, the investment in Novusterra will be accounted for using the equity method of accounting.
+Added: As of June 30, 2022, Novusterra has had no operational activity.
+Added: Condensed Summary Financials as Of December 31, 2021:
+Added: Current assets:
+Added: Cash and cash equivalents
+Added: Total current assets
+Added: Non-current assets:
+Added: Intangible assets
+Added: Operating lease right-of-use asset
+Added: Total non-current assets
+Added: Liabilities and Stockholders’ Equity
+Added: Current liabilities:
+Added: Accounts payables
+Added: Accrued interest
+Added: Other current liabilities
+Added: Current portion of operating lease liabilities
+Added: Total current liabilities
+Added: Long term debt, net of current portion
+Added: Operating lease liabilities, less current portion
+Added: Total liabilities
+Added: Commitments and contingencies
+Added: Stockholders’ Equity
+Added: Preferred stock - no par value;
+Added: 400,000,000 shares authorized;
+Added: 0 shares issued and outstanding as of December 31, 2021 and December 31, 2020
+Added: Class A Common stock - no par value;
+Added: 2,600,000,000 shares and 2,400,000,000 shares authorized as of December 31, 2021 and December 31, 2020, respectively;
+Added: 10,481,347 shares and 832,670 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively
+Added: Class B Common stock - no par value;
+Added: 0 shares and 200,000,000 shares authorized as of December 31, 2021 and December 31, 2020, respectively;
+Added: 0 shares and 3,666,667 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively
+Added: Accumulated deficit
+Added: Total stockholders’ equity
+Added: Total Liabilities and Stockholders’ Equity
NOTE 6 – KENTUCKY NEW MARKETS DEVELOPMENT PROGRAM
14 unchanged sentences
The Company’s risk associated with ERC Mining LLC is greater than its ownership percentage and its involvement does not affect the Company’s business beyond the relationship described above.
−Removed: NOTE 6 – MANAGEMENT AGREEMENT
−Removed: On April 13, 2015, ERC entered into a mining and management agreement with an unrelated entity, to operate a coal mining and processing facility in Jasonville, Indiana.
−Removed: The agreement called for a monthly base fee of $20,000 in addition to certain per ton fees based on performance to be paid to ERC.
−Removed: Fees earned totaled $0 and $340,915 for 2020 and 2019, respectively.
−Removed: The agreement called for equipment payments to be made by the entity.
−Removed: During 2020, ERC had advances of $- and repayments of $- of amounts previously advanced.
−Removed: During 2019, ERC had advances of $48,611 and repayments of $197,419 of amounts previously advanced.
−Removed: The advances are unsecured, non-interest bearing and due upon demand.
−Removed: As part of the agreement, ERC retained the administrative rights to the underlying mining permit and reclamation liability.
−Removed: The entity has the right within the agreement to take the mining permits and reclamation liability at any time.
−Removed: In addition, all operational activity that takes place on the facility is the responsibility of the entity.
−Removed: ERC acts as a fiduciary and as such has recorded cash held for the entity’s benefit as both an asset and an offsetting liability amounting to $79,662 as of December 31, 2018.
−Removed: The arrangement was terminated on September 20, 2019.
+Added: On November 9.
+Added: 2021, Quest Processing fulfilled all obligations of the loans under the Kentucky New Markets Development Program.
+Added: As such, all amounts due under the notes were forgiven and ongoing requirements were ended.
NOTE 7 - INCOME TAXES
84 unchanged sentences
Common Share Transactions
−Removed: Under an agreement dated November 1, the Company, on December 3, 2018, issued 10,000 shares of Class A Common stock and a warrant to purchase 417 shares, valued at $2,527, of the company were issued to an unrelated firm for consulting services.
−Removed: The warrant has a strike price of $6.00 per share, has a two-year term, and can be exercised via a cashless exercise by the holder at any time during its term.
−Removed: The agreement also carries the commitment that a cash fee of $10,000 will be payable under the agreement at the time the company closes a financing of greater than $1.0 million.
−Removed: An additional 15,000 shares will be issued on June 1, 2019 if the agreement is still in effect.
−Removed: On January 16, 2019, an affiliate of the Company converted its remaining 29,051 shares of Series A Preferred into 96,837 common shares.
−Removed: On January 17, 2019, a non-affiliated shareholder partially exercised 300,000 shares of a warrant they held in the Company.
−Removed: The exercise was cashless, and the shareholder received 299,713 shares of common stock as a result of the conversion.
−Removed: On January 25, 2019, the Company extended its consulting agreement with Redstone Communications, LLC for an additional six-month term, and as a result, we issued 105,000 restricted common shares to Redstone Communications LLC and 45,000 restricted common shares to Mr.
−Removed: Marlin Molinaro, another five-year warrant to purchase up to 175,000 common shares of our Company at an exercise price of $1.50 per share and issued to Mr.
−Removed: Marlin Molinaro another five-year warrant option to purchase up to 75,000 common shares of our Company at an exercise price of $1.50 per share as compensation for the second six months of an agreement.
−Removed: Should Redstone Communications, LLC and Mr.
−Removed: If the warrants which are received under the second six months of engagement are exercised, the Company will receive up to $262,500 and $112,500, respectively.
−Removed: The common shares were valued at $10.50 on January 25, 2019 and resulted in an expense of $1,575,000 which was recorded in full on January 25, 2019.
−Removed: The corresponding expense of the issued warrants was recorded in full in the amount of $2,385,000.
−Removed: On January 27, 2019, the Company issued 1,000 shares of common shares to an unrelated party for the consideration of $5,000 cash to the Company.
−Removed: On January 28, 2019, the Company issued a total of 400 shares of common shares to two unrelated parties for the total consideration of $2,000 cash to the Company.
−Removed: On January 30, 2019, the Company entered into an Investor Relations Agreement with American Capital Ventures, Inc.
−Removed: (“American Capital”) whereby American Capital will provide, among other services, assistance to the Company in planning, reviewing and creating corporate communications, press releases, and presentations and consulting and liaison services to the Company relating to the conception and implementation of its corporate and business development plan.
−Removed: The term of the agreement is six months and American Capital was immediately issued 9,000 shares of common shares as compensation under the agreement.
−Removed: The common shares were valued at $10.80 on January 30, 2019 and resulted in an expense of $97,200 which was recorded in full on January 30, 2019.
−Removed: On January 31, 2019, the Company issued a total of 3,917 shares of common shares, priced at $6 per share, to an unrelated party for the settlement of trade payables in the total amount of $23,502.
−Removed: If at the time of potential sale of the shares, the listed price per share is below $6, the Company is required to purchase the shares back at $6 per share which results in a contingent liability of $23,502.
−Removed: The common shares were valued at $11.00 on January 31, 2019 and resulted in a loss on settlement of $19,585.
−Removed: On February 1, 2019, the Company issued a total of 1,000 shares of common shares to two unrelated parties for the total consideration of $5,000 cash to the Company.
−Removed: On February 6, 2019, a non-affiliated shareholder partially exercised 300,000 shares of a warrant they held in the Company.
−Removed: The exercise was cashless, and the shareholder received 299,714 shares of common stock as a result of the conversion.
−Removed: On February 4 through February 8, 2019, the Company issued a total of 17,800 shares of common shares to sixteen unrelated parties for the total consideration of $89,000 cash to the Company.
−Removed: On February 10, 2019, $3,000 worth of trade payables were settled with 500 common shares of the company.
−Removed: The common shares were valued at $12.15 on February 10, 2019 and resulted in a loss on settlement of $3,075.
−Removed: On February 12, 2019, the Company executed a contract with an unrelated party for the acquisition of stock and assets of entities with non-operating assets consisting of surface and mineral ownership and other related agreements.
−Removed: Consideration is in the form of 2,000,000 common shares, priced at the closing market price of $12.20 per share of common share, as well as $500,000 cash and a promissory note totaling $2,000,000 with a maturity of less than 1 year.
−Removed: The note is secured by a land contract on the acquired property.
−Removed: On February 14, 2019, 452,729 Series A preferred shares were converted into 1,509,097 common shares of the company in a cashless conversion under the terms of the agreement.
−Removed: This resulted in no more Series A Preferred stock being outstanding as of this date.
−Removed: On February 20, 2019, the Company issued 1,000,000 shares of Class A Common Stock at a price of $4 per share in conjunction with its effective S-1/A Registration Statement.
−Removed: Net proceeds to the Company amounted to $3,695,000.
−Removed: As part of the underwriter agreement, 70,000 warrants to purchase Class A Common Stock were issued to the underwriter.
−Removed: These warrants expire on February 15, 2021 and carry an exercise price of $4.40 per share.
−Removed: The warrants had a value of $123,000 was recorded as an increase and decrease in additional paid in capital.
−Removed: Offering costs totaled $447,000, which has been recorded as a reduction of equity.
−Removed: On February 21, 2019, 50,000 Series C Preferred shares were converted into 13,750 shares of Class A Common Stock in a cashless conversion under the terms of the agreement.
−Removed: This resulted in no more Series C Preferred stock being outstanding as of this date.
−Removed: On March 7, 2019, the Company issued an additional 150,000 shares of Class A Common Stock at a price of $4 per share as the over-allotment from the effective S-1/A Registration Statement.
−Removed: The net proceeds to the company amounted to $558,000.
−Removed: As part of the underwriter agreement, 10,500 warrants to purchase Class A Common Stock were issued to the underwriter.
−Removed: These warrants expire on February 15, 2021 and carry an exercise price of $4.40 per share.
−Removed: The warrants had a value of $23,100 was recorded as an increase and decrease in additional paid in capital.
−Removed: On May 7, 2019, the Company issued 200,000 shares of common stock as part of a settlement to an unrelated entity for the use of certain mining equipment.
−Removed: The stock price at the time of issuance was $3.88 resulting in a settlement gain of $6,000.
−Removed: On May 30, 2019, the Company issued 25,000 shares to an unrelated entity in conjunction with a short-term borrowing facility issued by the entity.
−Removed: The stock price at the time of issuance was $3.49 resulting in a stock interest expense of $87,250.
−Removed: On June 5, 2019, the Company issued options to certain employees in the amount of 175,000 under an adopted stock option plan.
−Removed: The issuance of employee options resulted in an expense totaling $4,910.
−Removed: The total expense will be $353,500 which will be amortized over the three-year vesting period.
−Removed: On June 6, 2019, the Company and a former employee reached a settlement agreement where 107,000 shares of common stock were canceled and returned to the company.
−Removed: These shares were forfeited and returned to the company for no consideration and are accounted for as authorized and not issued.
−Removed: On June 7, 2019, the Company issued 25,000 shares of common stock at $4 per share to an unrelated entity under an equity purchase agreement.
−Removed: The Company received $100,000 cash consideration for the investment.
−Removed: The stock price at the time of issuance was $2.10.
−Removed: If the Company, during the period in which the purchased shares are held by the original entity, issues or sells any shares of common stock for a price less than $4.00, the Company shall issue to the purchaser an additional number of shares of common stock, so as to provide the purchaser the benefit of the reduced price per share.
−Removed: On June 7, 2019, the Company issued 30,000 shares of common stock for consulting services to an unrelated party.
−Removed: The stock price at the time of issuance was $2.10 resulting in an expense totaling $63,000.
−Removed: The consulting agreement is for six months and the shares for services were deemed to have been earned upon execution of the consulting agreement on May 30, 2019.
−Removed: In addition to the shares issued, 75,000 warrants with three-year exercise period and $4.00 strike price were issued upon execution of the consulting agreement resulting in a expense of $139,500.
−Removed: On June 12, 2019, the Company restructured a series of warrants;
−Removed: C-1, C-2, C-3 and C-4, held by an unrelated party as part of the ARC business loan which resulted in an increase in the number of warrants issued from 1.6 million shares across four warrants to 3.0 million shares across four warrants;
−Removed: an increase in the term of the warrants from the date of the amendment from a weighted average of 297 days to 753 days, and a decrease in the weighted average exercise price from $7.665 per share to $4.325 per share.
−Removed: Fair value was determined using the Black-Scholes Option Pricing Model.
−Removed: The incremental value as a result of the modification is a one-time warrant expense totaling $2,545,360 as of June 30, 2019.
−Removed: On June 13, 2019, the Company issued 28,000 shares of common stock under a consulting agreement to an unrelated party.
−Removed: The stock price at the time of issuance was $2.53 resulting in a stock-based compensation of $70,840.
−Removed: The term of the consulting agreement is 6 months with monthly payments equal to $5,000 payable in months three through six of the agreement.
−Removed: On July 1, 2019, the Company issued 200,000 common stock options under the Incentive Stock Option Agreement.
−Removed: The options vest equally over an 8 year term and have an exercise price of $3.52 per share.
−Removed: Utilizing a Black-Scholes Option Pricing model, the value of these options at issuance was determined to be $540,000, which is being amortized over the vesting term.
−Removed: On August 16, 2019, the Company issued 300,000 shares of Class A Common Stock in conjunction with a $800,000 loan from an unrelated party.
−Removed: Based on a relative fair value calculation, the stock issuance created a debt discount totaling $210,581 which was fully amortized during the three month period ending September 30, 2019.
−Removed: On August 27, 2019, the Company issued 3,600,000 shares of Class A Common Stock at a price of $1.04 per share.
−Removed: In conjunction with the common stock issuance, the Company issued warrants to purchase up to 3,600,000 shares of common stock at $.01 for each warrant in conjunction with its effective S-3/A Registration Statement.
−Removed: Net proceeds to the Company amounted to $3,409,600.
−Removed: The warrants to purchase common stock carry an exercise price of $1.20 and a 5-year term.
−Removed: Offering costs totaled $370,400, which has been recorded as a reduction of equity.
−Removed: On September 30, 2019, the Company issued warrants to purchase up to 445,400 shares of common stock at $.01 for each warrant in conjunction with its effective S-3/A Registration Statement.
−Removed: Net proceeds to the Company amounted to $4,098.
−Removed: The warrants to purchase common stock carry an exercise price of $1.20 and a 5-year term.
−Removed: Offering costs totaled $356, which has been recorded as a reduction of equity.
−Removed: On October 11, 2019, the Company issued 70,238 shares of Class A Common Stock pursuant to prior stock purchase agreement dated May 30, 2019.
−Removed: The share price at issuance was $0.67.
−Removed: On October 23, 2019, the Company issued 23,077 shares of Class A Common Stock pursuant to an agreement for public relations.
−Removed: The share price at issuance was $0.70.
−Removed: On October 31, 2019, the Company issued 50,000 shares of Class A Common Stock pursuant to an agreement for investor relations.
−Removed: The share price at issuance was $0.74.
−Removed: On April 1, 2020, 600,000 common shares of the company were issued as part of the settlement with ENCECo, Inc.
−Removed: The closing common stock price on this date was $1.07.
−Removed: On May 8, 2020, 2,000,000 common shares of the company were returned as part of the Empire Coal and Point Rock Settlement.
−Removed: The closing common stock price on this date was $0.92
−Removed: On May 26, 2020, 20,000 common shares of the company were issued as part of an investor relations contract.
−Removed: The contract, dated March 1, 2020 has a three month term, with $7,500 in cash due monthly and the issuance of 20,000 shares that fully vest over the three month term.
−Removed: The contract expired on June 1, 2020 and both parties are working together on renewal terms.
−Removed: The closing common stock price on this date was $0.94
−Removed: On June 11, 2020, the company received notice of exercise of 10,000 warrant shares of the Company pursuant to the August 27, 2019 Class A Common Stock and Warrant offering.
−Removed: The warrants converted at $1.05 per share and the company received $10,500 in cash consideration.
−Removed: On July 6, 2020, the company received notice of exercise of 100,000 warrant shares of the Company pursuant to the August 27, 2019 Class A Common Stock and Warrant offering.
−Removed: The warrants converted at $1.05 per share and the company received $105,000 in cash consideration.
−Removed: On July 6, 2020, the company received notice of exercise of 20,000 warrant shares of the Company pursuant to the August 27, 2019 Class A Common Stock and Warrant offering.
−Removed: The warrants converted at $1.05 per share and the company received $21,000 in cash consideration.
−Removed: On July 6, 2020, the company received notice of exercise of 40,000 warrant shares of the Company pursuant to the August 27, 2019 Class A Common Stock and Warrant offering.
−Removed: The warrants converted at $1.05 per share and the company received $42,000 in cash consideration.
−Removed: On July 7, 2020, the company received notice of exercise of 50,000 warrant shares of the Company pursuant to the August 27, 2019 Class A Common Stock and Warrant offering.
−Removed: The warrants converted at $1.05 per share and the company received $52,500 in cash consideration.
−Removed: On July 24, 2020, the company received notice of exercise of 40,000 warrant shares of the Company pursuant to the August 27, 2019 Class A Common Stock and Warrant offering.
−Removed: The warrants converted at $1.05 per share and the company received $42,000 in cash consideration.
−Removed: On July 24, 2020, the company received notice of exercise of 29,900 warrant shares of the Company pursuant to the August 27, 2019 Class A Common Stock and Warrant offering.
−Removed: The warrants converted at $1.05 per share and the company received $31,395 in cash consideration.
−Removed: On October 5, 2020, the company issued 15,000 shares of Class A Common Stock pursuant to a investor relations contract.
−Removed: The stock price upon issuance was $1.60.
−Removed: On October 7, 2020, the company received notice of exercise of 1,441,369 warrant shares of the Company pursuant to the August 27, 2019 Class A Common Stock and Warrant offering.
−Removed: The warrants converted at $1.05 per share and the company received $1,513,437 in cash consideration.
−Removed: On October 8, 2020, the company received notice of exercise of 72,895 warrant shares of the Company pursuant to the August 27, 2019 Class A Common Stock and Warrant offering.
−Removed: The warrants converted at $1.05 per share and the company received $76,540 in cash consideration.
On October 8, 2020, the Company issued 5,200,000 shares of Class A Common Stock at a price of $2.50 per share in conjunction with its effective S-3/A Registration Statement.
Net proceeds to the Company amounted to $12,030,000.
−Removed: On October 9, 2020, the company received notice of exercise of 90,000 warrant shares of the Company pursuant to the August 27, 2019 Class A Common Stock and Warrant offering.
−Removed: The warrants converted at $1.05 per share and the company received $26,250 in cash consideration.
−Removed: On October 14, 2020, the company received notice of exercise of 65,000 warrant shares of the Company pursuant to the August 27, 2019 Class A Common Stock and Warrant offering.
−Removed: The warrants converted at $1.05 per share and the company received $68,250 in cash consideration.
−Removed: On October 19, 2020, the company received notice of exercise of 105,000 warrant shares of the Company pursuant to the August 27, 2019 Class A Common Stock and Warrant offering.
−Removed: The warrants converted at $1.05 per share and the company received $110,250 in cash consideration.
−Removed: On October 20, 2020, the company received notice of exercise of 45,000 warrant shares of the Company pursuant to the August 27, 2019 Class A Common Stock and Warrant offering.
−Removed: The warrants converted at $1.05 per share and the company received $47,250 in cash consideration.
−Removed: On October 22, 2020, the company received notice of exercise of 27,628 warrant shares of the Company pursuant to the August 27, 2019 Class A Common Stock and Warrant offering.
−Removed: The warrants converted at $1.05 per share and the company received $29,009 in cash consideration.
−Removed: On October 30, 2020, the company issued 30,303 shares of Class A Common Stock pursuant to a investor relations contract.
−Removed: The stock price upon issuance was $1.44.
−Removed: On December 8, 2020, the Company issued 8,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.98.
−Removed: On December 10, 2020, the Company issued 23,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.86.
−Removed: On December 14, 2020, the Company issued 60,000 shares of Class A Common Stock based upon a warrant exercise.
−Removed: The share price at issuance was $1.88.
−Removed: On December 22, 2020, the Company issued 25,000 shares of Class A Common Stock pursuant a debt conversion.
−Removed: The share price at issuance was $1.66.
−Removed: On December 22, 2020, the Company issued 125,000 shares of Class A Common Stock pursuant a debt conversion.
−Removed: The share price at issuance was $1.66.
−Removed: On December 28, 2020, the Company issued 144,346 shares of Class A Common Stock pursuant a debt conversion.
−Removed: The share price at issuance was $1.97.
−Removed: On December 28, 2020, the Company issued 721,730 shares of Class A Common Stock pursuant a debt conversion.
−Removed: The share price at issuance was $1.97.
−Removed: During the period ending December 31, 2020, the company received notice of conversion of convertible debt and notes in the amount of $9,934,767 at a conversion price of $1.05, resulting in Class A Common Stock issuances of 9,461,683.
+Added: During 2020, the Company issued 2,608,653 share of Class A Common Stock pursuant to warrant conversions.
+Added: During 2020, the Company issued 6,084,454 shares of Class A Common Stock pursuant to debt conversions.
+Added: During 2020, the Company issued 15,000 shares of Class A Common Stock pursuant to various consulting arrangements.
+Added: During 2020, the Company issued 15,000 shares of Class A Common Stock pursuant to various consulting arrangements.
+Added: During 2020, the Company issued 229,373 shares of Class A Common Stock pursuant to payable conversions.
+Added: On March 17, 2021, 425,000 of restricted common shares were sold.
+Added: Gross proceeds to the Company amounted to $1,275,000.
+Added: On June 9, 2021, the Company issued 8,600,000 shares of Class A Common Stock.
+Added: Net proceeds to the Company after offering expenses amounted to $27,943,000.
+Added: During 2021, the Company issued 3,826,532 share of Class A Common Stock pursuant to warrant conversions.
+Added: During 2021, the Company issued 6,242,859 shares of Class A Common Stock pursuant to debt conversions.
+Added: During 2021, the Company issued 162,000 shares of Class A Common Stock pursuant to various consulting arrangements.
Common Stock Option Transactions
16 unchanged sentences
The options have an expiration of November 22, 2027 and vest immediately.
+Added: During December 2021, the Company issued 1,020,000 Employee Stock options under the current plan.
+Added: The individual option awards vest over a period of 1 to 9 years.
Warrant Transactions
113 unchanged sentences
The warrants carry an exercise price of $ 1.50 and an expiration date of December 30, 2022.
+Added: On January 26, 2021, the Company issued Common Stock Purchase Warrant “A-10” for rare earth capture advisory.
+Added: The warrant provides the option to purchase 10,000 Class A Common Shares at a price of $ 2.05 .
+Added: The warrants expire on January 26, 2024.
+Added: On February 2, 2021, the Company issued Common Stock Purchase Warrant “C-37” in conjunction with the issuance of $ 600,000 convertible note.
+Added: The warrant provides the option to purchase 60,000 Class A Common Shares at a price of $ 1.50 .
+Added: The warrants expire on February 2, 2023.
+Added: On February 7, 2021, the Company issued Common Stock Purchase Warrant “A-11” for rare earth processing advisory.
+Added: The warrant provides the option to purchase 50,000 Class A Common Shares at a price of $ 4.25 .
+Added: The warrants expire on February 7, 2026.
+Added: On March 11, 2021, the Company issued Common Stock Purchase Warrant “C-38” in conjunction with a restricted stock purchase.
+Added: The warrant provides the option to purchase 42,500 Class A Common Shares at a price of $ 5.00 .
+Added: The warrants expire on March 11, 2023.
+Added: On March 12, 2021, the Company issued Common Stock Purchase Warrant “C-39” in conjunction with a restricted stock purchase.
+Added: The warrant provides the option to purchase 42,500 Class A Common Shares at a price of $ 5.00 .
+Added: The warrants expire on March 12, 2023.
+Added: On March 15, 2021, the Company issued Common Stock Purchase Warrant “C-39” in conjunction with consulting services.
+Added: The warrant provides the option to purchase 75,000 Class A Common Shares at a price of $ 4.59 .
+Added: The warrants expire on March 15, 2026.
+Added: On March 16, 2021, the Company issued Common Stock Purchase Warrant “C-40” in conjunction with a restricted stock purchase.
+Added: The warrant provides the option to purchase 21,250 Class A Common Shares at a price of $ 5.00 .
+Added: The warrants expire on March 16, 2023.
+Added: On June 9, 2021, the Company issued Common Stock Purchase Warrant “C-38” in conjunction with a common stock offering.
+Added: The warrant provides the option to purchase 2,150,000 Class A Common Shares at a price of $ 3.50 .
+Added: The warrants expire on June 9, 2026.
+Added: On June 9, 2021, the Company issued Common Stock Purchase Warrant “C-39” in conjunction with a common stock offering.
+Added: The warrant provides the option to purchase 2,150,000 Class A Common Shares at a price of $ 3.50 .
+Added: The warrants expire on June 9, 2026.
The company uses the black Scholes option pricing model to value its warrants and options.
4 unchanged sentences
Expected life of warrants
+Added: 1 - 6.30 years
Company Warrants:
44 unchanged sentences
On September 26, 2019, the Company received notice that a certain lease assumption as part of the PCR acquisition was being disputed by the lessor (see note 1).
−Removed: During January 2020, the Company and Sylva International LLC agreed to the termination of a digital marketing consulting services agreement that the Company had entered upon mutually acceptable terms.
−Removed: The company leases various office space some from an entity which was consolidated as a variable interest entity until June 30, 2018 (see note 4).
−Removed: The rental lease for the Company’s former principal office space expired in December 31, 2018 and continued on a month-to-month basis until February 15, 2020.
−Removed: On February 14, the Company moved its principal offices to 12115 Visionary Way Fishers, IN 46038.
−Removed: A lease through December 2026 was executed.
−Removed: We also rent office space from an affiliated entity, LRR, at 11000 Highway 7 South, Kite, Kentucky 41828 and pay $500 per month rent and the rental lease expires October 30, 2021.
+Added: Our principal offices are located at 12115 Visionary Way, Fishers, Indiana 46038.
+Added: We pay $ 5,726 per month in rent for the office space and the rental lease expires December 2026 .
+Added: On January 1, 2022, the Company entered into an expansion lease for the site.
+Added: The amended lease has a ten year term and $5,869 per month rate.
+Added: We also rent office space from an affiliated entity, LRR, at 11000 Highway 7 South, Kite, Kentucky 41828 and pay $ 1,702 per month rent and the rental lease expires January 1, 2030 .
+Added: On August 17, 2021, American Rare Earth entered into a Commercial Land Lease sublease agreement with Land Betterment for nearly 7 acres of land for the purpose of building a commercial grade critical element purification facility.
+Added: The sublease is for the period of 5 years with a rate of $ 3,500 a month.
+Added: On October 8, 2021, American Rare Earth entered into a Commercial Lease for 6,700 square feet of warehouse space for the purpose of building a commercial grade critical element purification facility.
+Added: The is for the period of 2 years with a rate of $ 4,745 .83 a month.
+Added: The Company also utilizes various office spaces on-site at its coal mining operations and coal preparation plant locations in eastern Kentucky, with such rental payments covered under any surface lease contracts with any of the surface land owners.
NOTE 10 - SUBSEQUENT EVENTS
−Removed: Investor Relations Contract
−Removed: On January 26, 2021, the Company entered into a six-month investor relations agreement with RedChip Companies, Inc.
−Removed: As compensation for the agreement, the Company issued 20,000 Class A Common shares.
−Removed: The share price on January 26, 2021 was $2.75 resulting in an expense recorded in the amount of $55,000.
−Removed: Class A Common Shares Issued in exchange for services, trade payables and related party debt
−Removed: On January 12, 2021, the Company issued 10,000 Class A Common Shares in connection with mining contractor services.
−Removed: On January 19, 2021, the Company issued 87,110 Class A Common Shares to satisfy $225,000 of trade payables.
−Removed: On January 20, 2021, the Company issued 50,000 Class A Common Shares in connection with securing rights for certain Rare Earth Mineral technologies.
−Removed: On February 5, 2021, the Company issued 121,360 class A common shares pursuant to the purchase of $250.002 notes payable by a related party at a price of $2.06.
−Removed: The purchased note payable was written off due to lack of collectability.
−Removed: On February 16, 2021, the Company issued 220,848 class A common shares pursuant to the conversion of $1,448,762 of bonding payables.
−Removed: On February 17, 2021, the Company issued 17,000 Class A Common Shares to satisfy lease obligations.
−Removed: Warrant Exercises
−Removed: On January 11, 2021, the Company issued 10,000 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $2.05.
−Removed: On January 19, 2021, the Company issued 5,671 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $2.50.
−Removed: On January 19, 2021, the Company issued 5,671 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $2.50.
−Removed: On January 25, 2021, the Company issued 12,000 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $2.71.
−Removed: On January 25, 2021, the Company issued 30,000 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $2.71.
−Removed: On January 25, 2021, the Company issued 50,000 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $2.71.
−Removed: On January 25, 2021, the Company issued 50,000 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $2.71.
−Removed: On January 26, 2021, the Company issued 25,000 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $2.75.
−Removed: On January 26, 2021, the Company issued 5,000 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $2.75.
−Removed: On January 27, 2021, the Company issued 1,400 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $2.40.
−Removed: On February 3, 2021, the Company issued 6,652 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $4.50.
−Removed: On February 4, 2021, the Company issued 100,000 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $4.68.
−Removed: On February 4, 2021, the Company issued 14,884 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $4.68.
−Removed: On February 5, 2021, the Company issued 12,309 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $6.00.
−Removed: On February 5, 2021, the Company issued 30,753 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $6.00.
−Removed: On February 8, 2021, the Company issued 114,750 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $7.15.
−Removed: On February 8, 2021, the Company issued 22,700 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $7.15.
−Removed: On February 8, 2021, the Company issued 50,000 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $7.15.
−Removed: On February 8, 2021, the Company issued 7,000 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $7.15.
−Removed: On February 8, 2021, the Company issued 62,500 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $7.15.
−Removed: On February 8, 2021, the Company issued 7,500 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $7.15.
−Removed: On February 8, 2021, the Company issued 15,000 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $7.15.
−Removed: On February 8, 2021, the Company issued 484,267 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $7.15.
−Removed: On February 8, 2021, the Company issued 37,569 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $7.15.
−Removed: On February 9, 2021, the Company issued 4,204 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $7.32.
−Removed: On February 9, 2021, the Company issued 44,850 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $7.32.
−Removed: On February 10, 2021, the Company issued 6,157 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $6.77.
−Removed: On February 12, 2021, the Company issued 799 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $6.34.
−Removed: On February 12, 2021, the Company issued 113,100 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $6.34.
−Removed: On February 12, 2021, the Company issued 68,000 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $6.34.
−Removed: On February 17, 2021, the Company issued 2,356 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $6.51.
−Removed: On February 19, 2021, the Company issued 5,700 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $6.55.
−Removed: On February 23, 2021, the Company issued 55,000 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $5.08.
−Removed: On February 25, 2021, the Company issued 5,000 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $4.54.
−Removed: On March 1, 2021, the Company issued 360 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $5.05.
−Removed: On March 3, 2021, the Company issued 400 shares of Class A Common Stock based up on a cash pay warrant exercise.
−Removed: The share price at issuance was $4.55.
−Removed: On March 4, 2021, the Company issued 667 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $3.88.
−Removed: On March 5, 2021, the Company issued 533 shares of Class A Common Stock based upon a cash pay warrant exercise.
−Removed: The share price at issuance was $3.93.
−Removed: Warrant Issuances
−Removed: On January 26, 2021, the Company issued Common Stock Purchase Warrant “A-10” for rare earth capture advisory.
−Removed: The warrant provides the option to purchase 10,000 Class A Common Shares at a price of $2.05.
−Removed: The warrants expire on January 26, 2024.
−Removed: On February 7, 2021, the Company issued Common Stock Purchase Warrant “A-11” for rare earth processing advisory.
−Removed: The warrant provides the option to purchase 50,000 Class A Common Shares at a price of $4.25.
−Removed: The warrants expire on February 7, 2026.
−Removed: Employee Stock Option Issuances
−Removed: On January 28, 2021, the Company issued 25,000 options under the 2018 Employee Incentive Stock Option Plan to each the Chief Executive Officer, President and Chief Financial Officer pursuant to their 2020 employment contract.
−Removed: The share price at issuance was $2.56 resulting in an expense of $147,000.
−Removed: Senior Convertible Note Issuance
−Removed: On February 2, 2021, the Company issued $600,000 of convertible notes in exchange for cash.
−Removed: The notes carry a 24-month term, 12.5% interest 10% warrant coverage and a conversion price of $1.05.
−Removed: The warrants have an exercise price of $1.50.
−Removed: Warrant C-37 was issued along with this note.
−Removed: Note Conversions
−Removed: On January 7, 2021, the Company issued 200,000 class A common shares pursuant to the conversion of $410,000 notes at a price of $2.05.
−Removed: On January 7, 2021, the Company issued 40,000 class A common shares pursuant to the conversion of $82,000 notes at a price of $2.05.
−Removed: On January 19, 2021, the Company issued 100,000 class A common shares pursuant to the conversion of $223,000 notes at a price of $2.23.
−Removed: On January 19, 2021, the Company issued 500,000 class A common shares pursuant to the conversion of $1,115,000,000 notes at a price of $2.23.
−Removed: On January 24, 2021, the Company issued 476,000 class A common shares pursuant to the conversion of $499,800 senior secured convertible notes at a price of $1.05.
−Removed: On January 25, 2021, the Company issued 82,288 class A common shares pursuant to the conversion of $223,000 notes at a price of $2.71.
−Removed: On February 2, 2021, the Company issued 150,000 class A common shares pursuant to the conversion of $562,5000 notes at a price of $3.75.
−Removed: On February 2, 2021, the Company issued 60,000 class A common shares pursuant to the conversion of $225,000 notes at a price of $3.75.
−Removed: On February 3, 2021, the Company issued 134,589 class A common shares pursuant to the conversion of $141,318 senior secured convertible notes at a price of $3.75.
−Removed: On February 4, 2021, the Company issued 300,000 class A common shares pursuant to the conversion of $1,395,000 notes at a price of $4.65.
−Removed: On February 4, 2021, the Company issued 120,000 class A common shares pursuant to the conversion of $558,000 notes at a price of $4.65.
−Removed: On February 5, 2021, the Company issued 40,600 class A common shares pursuant to the conversion of $244,006 notes at a price of $6.01.
−Removed: On February 5, 2021, the Company issued 16,240 class A common shares pursuant to the conversion of $97,602 notes at a price of $6.01.
−Removed: On February 5, 2021, the Company issued 1,048,644 class A common shares pursuant to the conversion of $1,101,076 senior secured convertible notes at a price of $1.05.
−Removed: On February 8, 2021, the Company issued 169,164 class A common shares pursuant to the conversion of $1,189,223 notes at a price of $7.03.
−Removed: On February 8, 2021, the Company issued 500,000 class A common shares pursuant to the conversion of $525,000 senior secured convertible notes at a price of $1.05.
−Removed: American Acquisition Opportunity Inc Sponsorship
−Removed: On January 28, 2021, the Company invested $25,000 for the issuance of 2,500,000 Common B Shares in a newly formed Special Purpose Acquisition Company, American Acquisition Opportunity Inc.
−Removed: (AMAO) Additionally, the Company lent 57,996 to AMAO for transaction and operating costs.
−Removed: The amounts due to the Company are due on demand and bear no interest.
+Added: On January 26, 2022, the Company received notice from the Small Business Administration that $ 1,521,304 .44 of principal and $ 27,256 .70 of accrued interest was forgiven under the Paycheck Protection Plan.
+Added: The remaining $ 1,128,495 .56 remains due as outlined in the original note.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.