ITEM 1. BUSINESS
On February 18, 2010, the Articles of Incorporation were amended to change the name of the corporation from Kodiak International, Inc. to Amerilithium Corp. and to increase the authorized common shares to 150,000,000 common shares.
The registrant is a mineral exploration company. The registrant acquired a 100% undivided interest in a mineral claim known as the Kodiak Lode Claim comprised of one located claim of 20.66 acres in the Sunset (Lyon) Mining District in the extreme southern portion of the state of Nevada. The claim covers former exploratory workings on a gold/silver showing. The registrant intends to pursue an exploration program to continue the exploration and development of the claim with a view to establish sufficient miner-bearing reserves.
We have not earned any revenues to date. We do not anticipate earning revenues until such time as we enter into commercial production of our mineral property. We are presently in the exploration stage of our business and we can provide no assurance that a commercially viable mineral deposit exists on our mineral claim or that we will discover commercially exploitable levels of mineral resources on our property, or if such deposits are discovered, that we will enter into further substantial exploration programs. Further exploration is required before a final evaluation as to the economic and legal feasibility is required to determine whether our mineral claim possesses commercially exploitable mineral deposits.
Property Description, Location and Access ------------------------------------------ The Kodiak Lode claim was recorded with the Clark County, Nevada Recorder on June 19, 2008. The Section Location and Map are recorded in Book 20080619, instruments 215 and 216. The claim was then filed with the US Bureau of Land Management on August 25, 2008. The claim has been assigned the Serial Number NMC 996444.
The Kodiak Lode mining claim is located at the common corner of townships 27 and 28S and ranges 59 and 60 east. This includes portions of: Section 36, T27S - R59E Section 31, T27S-R60E Section 1, T28S-R59E Section 6, T28S-R60E
The claim is located within the southwestern most portion of the Sunset (Lyon) Mining District of Clark County, Nevada. This is within the Mesquite Lake 1 degree x 2 degree quadrangle map and the Desert 7 1/2 minute quadrangle.
Access from Las Vegas, Nevada to the Kodiak Lode claim is southward via Interstate I-15 for about 30 miles to Jean, then another 10 miles to the Primm/Stateline Casino complex. Then travel south into California past a gold complex to the Desert railroad siding. From this point, it is a few miles easterly on unimproved roads to the property.
In accordance with USA mining regulations, the Kodiak Lode mining claim is in good standing until September 1, 2009. Thereafter, a maintenance fee of $125 must be paid annually by September 1st and a "Notice of Intent to Hold" document should be filed annually with the Clark County Recorder.
Physiography, Climate, Vegetation and Water ------------------------------------------- The Kodiak Lode mining claim is located at the southwest end of the Lucy Gray Mountain Range, a north-south trending range of mountains in an area of relatively low topographic relief. Elevations range from about 950 to 1000 above sea level.
The area is of typically desert climate with high temperatures and very low precipitation. Vegetation consists of sparse desert shrubs and cactus. There is no surface water, but water would be available from valley wells.
History ------- The history of the Sunset Mining District began in 1897 with prospecting and small mining operations, but the Lucy Gray Mine, the chief producing property in the District did not begin operations until 1905. Total production from this property is estimated at $50,000, principally in gold with lesser amounts of silver, lead and copper. Major production occurred during the period of 1911-1938, and the mine closed in 1941 owing to World War II. This mine is located only about two (2) miles east of the Kodiak Lode claim.
Production from the Lucy Gray Mine was 1690 tons, with recovered metals as follows:
Gold oz 542 Silver oz 597 Copper (lbs) 400 Lead (lbs) 16,033
The grade of the gold ore produced was 0.32 ounces per ton.
The history of the exploration in the Kodiak Lode mining claim is not well known. Very limited exploration was done in the area, primarily during the early 1900's. Another period of exploration occurred in the 1980's, spurred by the high price of gold. This work consisted of various surface exploration work done near the Lucy Gray Mine and on surrounding ridges, including the Kodiak Lode claim. The Lucy Gray Mine development included a two component vertical shaft 300 feet deep with main levels at 100, 200 and 300 feet elevations, and five (5) short adits, none of which were over 100 feet long. Total workings comprised 1,200 feet.
Regional Geology
General ------- The Sunset (Lyon) District lies in the southern portion of the Basin and Range physiographic province. The current topography is the result of extension by block faulting during the Miocene and Pliocene Epochs. The Lucy Gray Range is a typical north-south trending range.
The majority of the Lucy Gray Range consists of complexly folded and faulted metasedimentary and metaigneous rocks of Precambrian age, about 1,700 Ma. (Dewitt, 1989) These rocks have been intruded by small quartz monzonite bodies which are also though to be of Precambrian (Early Proterozoic) age. A titled section of Miocene volcanic rocks occurs along the eastern border of the range, outside the claim boundary. These rocks are the Mount Davis Volcanics which are predominately lave flows ranging in composition from basalt to rhyolite (Bingler & Bonham, 1973).
Proterozoic Structural Features ------------------------------- The deformational events are recorded by structures in early Proterzoic rocks in the general area. These events, from oldest to youngest, are 1) formation of foliation during high grade metamorphism; 2) minor open to tight folding of the metamorphic foliation; and 3) development of mylonitic shear zones. The metamorphic foliation in the area generally strikes north to northeast and dips to the west at moderate to steep angles. Mylonitic shear zones ranging from less than one inch to as much as 75 feet thick cut early Proterozoic gneiss and the younger igneous rocks. The shear zones strike north and west and dip to the west and south at moderate to low angles.
Tertiary Structural Features ---------------------------- The major Tertiary structures are north-trending normal faults that dip steeply westward, most in excess of 70 degrees. Two significant northwest-trending faults are mapped in the southern portion of the Lucy Gray Range. There may also be yet-unrecognized frontal faults which characteristically bound other ranges in the Basin and Range Province.
Property Geology ---------------- Bedrock of the Kodiak Lode claim consists of garnet-bearing metamorphic rock. This rock is a quartz-feldspar-biotite gneiss of early Precambrian age. The gneiss is locally intruded by pegmatite dikes which carry sub-angular fragments of dark schist (Bingler and Bonham, 1973). East-west trending shear zones cut the gneiss and are locally iron-strained.
Regional Mineralization ----------------------- It is reported that the ore deposits at the Lucy Gray Mine are located along the southeast border of an elliptical vertical body of broken rock termed a breccia pipe. This pipe covers an area approximately 200
feet by 150 feet in size. Breccia fragments within the pipe range up to one foot wide and are cut by quartz veins up to several inches wide. The breccia is heavily stained with iron and manganese oxides. The high grade gold within the pipe is confined to the hydrothermal quartz veins and fractures.
The western workings follow an east-west shear zone in quartzite and schist bedrock and show a greater degree of iron staining than the eastern workings where the mine is located. The shear zone is cemented with sulfide-bearing quartz and both are cut by calcite and siderite veins. Gangue minerals are jasper, quartz and iron oxides. There are also minor amounts of copper and lead sulfide minerals.
Property Mineralization ----------------------- The favorable host rock for the indicated mineralization at the Kodiak Lode mining claim is indicated to be a shear zone in Precambian gneiss. There may also be unrecognized breccia pipes. Information about mineralization on the claim is not known.
Our Strategy ------------ We will initially pursue a six stage program for the exploration of the Kodiak Lode mining claim. Initially, a program of mapping, prospecting, trenching and sampling will be completed to determine geological controls to, and the nature of, the indicated mineralization. As a follow up to the initial investigation of the mineralized structure, a geophysical survey and soil sampling. Sampling would then be completed within favorable target areas. Finally, diamond drilling of the prime target zones will be completed.
Power Mining Ventures, Inc. --------------------------- On March 1, 2010, the registrant entered into an asset purchase agreement with Power Mining Ventures, Inc. Pursuant to the agreement, Power Mining sold a 100% net revenue interest in certain mineral lease interests for the exploration of minerals in the Athena Lithium Brine Project located in Alberta, Canada. Additionally, Power Mining pledged a 2% Net Smelter Return Royalty on the property to a third party. 1% of which can be purchased for $1,000,000. The NSR will be payable upon commencement of commercial production, at which time a more formal agreement concerning NSR will be entered into. The registrant issued 300,000 restricted common shares for the lease interests.
On March 22, 2010, the registrant entered into an asset purchase agreement with Power Mining Ventures, Inc. Pursuant to the agreement, Power Mining sold a 100% net revenue interest in certain mineral lease interests for the exploration of minerals in three lithium brine projects located in southwestern Australia. Additionally, Power Mining pledged a 2% Net Smelter Return Royalty on the property to a third party. 1% of which can be purchased for $1,000,000. The NSR will be payable upon commencement of commercial production, at which time a more formal agreement concerning NSR will be entered into. The registrant issued 2,400,000 restricted common shares for the lease interests.
Clayton Deep Acquisition ------------------------ On April 26, 2010, the registrant entered into a property purchase agreement with Nevada Alaska Mining Company, Inc., Robert Craig, Barbara Anne Craig and Elizabeth Dickman. The property includes Clayton Deep which is comprised of 5,280 acres and Full Monty which is comprised of 5,760 acres. Pursuant to the agreement, the sellers sold a 100% interest in certain mining claims located in the state of Nevada.
In consideration of the purchase, the registrant paid a total of $125,000 and issued 400,000 common shares. Additionally, the registrant granted a 2% Net Smelter Royalty to the sellers whereby 1% of the NSR is subject to buyback at any time by the registrant for $500,000.
GeoXplor Corporation -------------------- On March 12, 2010, the registrant entered into an Asset Purchase Agreement with GeoXplor Corporation. GeoXplor has a 100% interest in and to approximately 81 claims comprising nearly 6,000 acres in the immediate Clayton Valley area, nearby the Chemetall Foot lithium brine plant at Silver Peak, Nevada.
Pursuant to the Asset Purchase Agreement, the registrant agreed to purchase all of GeoXplor's rights, title and interest, if any, in and to the property described above. The total purchase price was $1,678,000. The registrant will provide a work commitment for the property of up to USD $1,000,000 over three years as follows:
- USD $150,000 within one year of the closing of this definitive Agreement, - USD $250,000 within two years of the closing of this definitive Agreement, and - USD $600,000 within three years of the closing of this definitive Agreement.
The registrant will grant GeoXplor 750,000 post-split shares of the registrant as follows:
- 250,000 shares at closing of this definitive Agreement, - 250,000 shares within six months of the closing of this definitive Agreement, and - 250,000 shares within twelve months of the closing of this definitive Agreement.
It is also recognized that these shares may be issued in its entirety to an escrow agent upon closing, and that the shares would be released in three equal amounts at six months, twelve months and eighteen months of the closing of this definitive Agreement, respectively.
GeoXplor will retain a 3% Net Smelter Returns Royalty on the property as defined in Schedule B. The registrant is hereby granted an option to purchase up to a total of 2% of NSR by paying GeoXplor USD
$1,000,000 for each 1% (1/3) at anytime. GeoXplor shall be named Operator, to perform and conduct all necessary exploration on the property to industry standards.
Financing Agreement ------------------- On March 28, 2010, the registrant entered into a financing agreement with Sunrise Energy Investment Ltd. The registrant will sell up to $10,000,000 of its common stock. The common shares will also have an attached warrant to purchase future shares for $1.60. There were no transactions during the first quarter of 2010.
As of December 31, 2010, the registrant has drawn $1,200,000 and has issued 1,218,891 shares to Sunrise Energy Investment.
Consulting Agreement ------------------- On March 12, 2010, the registrant entered into a consulting agreement with Robert Allender, Jr. to provide geological and mineral evaluation consulting for $100,000 and 100,000 shares of stock in which the registrant will pay $40,000 on signing and six equal installments of $10,000 monthly. As of December 31, 2010, $100,000 of this agreement has been paid and the 100,000 shares have been issued.
On October 8, 2010, the registrant renewed its consultancy agreement for an additional 24 months at $5,000 per month. The registrant will also issue 250,000 shares of common stock every six months in advance.
Competition ----------- Metal prices may be unstable. The mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of a mineral resource are discovered, a profitable market will exist for the sale of it. Factors beyond the control of Kodiak may affect the marketability of any substances discovered. The price of various metals has experienced significant movements over short periods of time, and is affected by numerous factors beyond the control of Kodiak, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. The supply of and demand for metals are affected by various factors, including political events, economic conditions and production costs in major producing regions. There can be no assurance that the price of any metal will be such that Kodiak's properties can be mined at a profit.
Government Regulations ---------------------- Domestic mineral exploration operations are subject to extensive federal regulation and, with respect to federal leases, to interruption or termination by governmental authorities on account of environmental and other considerations. The trend towards stricter standards in environmental legislation and regulation could increase our costs and
others in the industry. Mineral lessees are subject to liability for the costs of clean-up of pollution resulting from a lessee's operations, and may also be subject to liability for pollution damages. We intend to obtain insurance against costs of clean-up operations, but we have no such insurance at this time and it is unlikely that we will be able to fully insure against all such risks.
A serious incident of pollution may also result in the Department of the Interior requiring lessees under federal leases to suspend or cease operation in the affected area.
Employees --------- We have no employees. For the foreseeable future, we intend to use the services of independent consultants and contractors to perform various professional services, including reservoir engineering, land, legal, environmental and tax services.
ITEM 1A.
ITEM 1A. RISK FACTORS
Not applicable to a smaller reporting company.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2.
ITEM 2. PROPERTIES
We currently have an office located at Suite 200, 871 Coronado Center Drive, Henderson, NV 89052. Telephone 702-583-7790. Our monthly lease payment is $642 per month.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
The registrant is not involved in any legal proceedings at this date.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Item 5(a)
a) Market Information. The registrant began trading publicly on the NASD Over the Counter Bulletin Board on March 12, 2010 under the symbol "AMEL".
b) Holders. At March 31, 2011, there were approximately 37 shareholders of the registrant.
c) Dividends. Holders of the registrant's common stock are entitled to receive such dividends as may be declared by its board of directors. No dividends on the registrant's common stock have ever been paid, and the registrant does not anticipate that dividends will be paid on its common stock in the foreseeable future.
d) Securities authorized for issuance under equity compensation plans. No securities are authorized for issuance by the registrant under equity compensation plans.
e) Performance graph. Not applicable.
f) Sale of unregistered securities. None.
Item 5(b) Use of Proceeds. Not applicable.
Item 5(c) Purchases of Equity Securities by the issuer and affiliated purchasers. None.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to a smaller reporting company.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Trends and Uncertainties ------------------------ The registrant is in the exploration stage, has not commenced material operations and has sustained a loss to date. The demand for our products would be negatively affected by adverse weather conditions, impurities in the minerals and volume limitations.
Investing Activities -------------------- For the year ended December 31, 2010, the registrant purchased fixed assets of $6,892 and purchased mining rights of $7,111,000. As a result, the registrant had net cash flows from investing activities of $7,117,892. For the year ended December 31, 2009, the registrant did not pursue any investing activities.
Financing Activities -------------------- For the year ended December 31, 2010, the registrant received proceeds from the sale of common stock of $8,347,371 and stock subscription payable of $10,000. Additionally, registrant received proceeds of notes payable of $40,000. As a result, registrant had net cash flows from financing activities of $8,377,371 for the year ended December 31, 2010.
For the year ended December 31, 2009, the registrant received proceeds from the sale of common stock of $50,000. Additionally, registrant had advances from shareholder of $10,000. As a result, registrant had net cash flows from financing activities of $60,000 for the year ended December 31, 2009.
Results of Operations --------------------- We are an exploration stage company and have not yet commenced material operations.
For the years ended December 31, 2010 and 2009, the registrant paid salaries of $208,500 and $19,500, respectively. Depreciation and amortization were $887 and $0, respectively. For the year ended December 31, 2010 and 2009, the registrant paid legal and professional fees of $419,427 and $57,380, respectively. The increase in legal and professional fees was commencement of operations and the costs associated with being a reporting company under the Securities Exchange Act of 1934. Mineral property expenditures in 2010 and 2009 were $287,923 and $0, respectively. Other general and administrative expenses increased from $5,008 in 2009 to $25,841 in 2010 due to increased operations.
Going Concern ------------- At December 31, 2010, we were engaged in a business and had suffered losses from exploration stage activities to date. In addition, we have minimal operating funds. Although management is currently attempting to identify business opportunities and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, we must rely on our officers to perform essential functions without compensation until a business operation can be commenced. No amounts have been recorded in the accompanying financial statements for the value of officers' services, as it is not considered material. These factors raise doubt about the ability of registrant to continue as a going concern.
Plan of Operation ----------------- Our ability to continue in existence is dependent on our ability to commence full scale operations.
Milestones: Steps Timeline
Phase I Mapping and sampling 4 weeks over known zone Phase II Soil Sampling 1 week Phase III VLF-EM Survey 2 weeks Phase IV Trenching 4 weeks Phase V Report Preparation/ Data Management 4 weeks Phase VI Rotary Drilling and Samplying 6 weeks
Each phase needs to be completed before pursuing the next phase.
Management is pursuing alternative forms of funding, not yet determined, necessary to reach the milestones described above.
Recent Accounting Pronouncements -------------------------------- In May 2008, the Accounting Standards Codification issued 944.20.15, "Accounting for Financial Guarantee Insurance Contracts-and interpretation of Accounting Standards Codification 944.20.05". Accounting Standards Codification 944.20.15 clarifies how Accounting Standards Codification 944.20.05 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. Accounting Standards Codification 944.20.15 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. Accounting Standards Codification 944.20.15 has no effect on the registrant's financial position, statements of operations, or cash flows at this time.
In March 2008, the Accounting Standards Codification issued 815.10.15, Disclosures about Derivative Instruments and Hedging Activities-an amendment of Accounting Standards Codification 815.10.05. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under 815.10.15 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The registrant has not yet adopted the provisions of Accounting Standards Codification 815.10.15, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.
In December 2007, the Accounting Standards Codification 815.10.65, Noncontrolling Interests in Consolidated Financial Statements-an amendment of Accounting Standards Codification 810.10.65. This
statement amends Accounting Standards Codification 810.10.65 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Accounting Standards Codification 805.10.10 (revised 2007). The registrant will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the registrant's consolidated financial position, results of operations or cash flows.
In December 2007, the Accounting Standards Codification, issued Accounting Standards Codification 805.10.10 (revised 2007), Business Combinations.' This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related Accounting Standards Codification 810.10.65, Noncontrolling Interests in Consolidated Financial Statements. The registrant adopted this statement beginning March 1, 2009. It is not believed that this will have an impact on the registrant's consolidated financial position, results of operations or cash flows.
In February 2007, the Accounting Standards Codification, issued Accounting Standards Codification 810.10.65, The Fair Value Option for Financial Assets and Liabilities-Including an Amendment of Accounting Standards Codification 320.10.05. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities.
Most of the provisions in Accounting Standards Codification 810.10.65 are elective; however, an amendment to Accounting Standards Codification 320.10.05 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. Accounting Standards Codification 810.10.65 is
effective as of the beginning of an entities first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of ASC 810 Fair Value Measurements. The registrant will adopt Accounting Standards Codification 810 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.
In September 2006, the Accounting Standards Codification issued Accounting Standards Codification 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The registrant will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the registrant's consolidated financial position, results of operations or cash flows.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Amerilithium Corp. Index to the Financial Statements
Report of Independent Registered Public Accounting Firm 18 Financial Statements of Amerilithium Corp.: Balance Sheets: December 31, 2009 and 2008 19 Statements of Operations For the Years Ended December 31, 2009 and 2008 21 Statements of Stockholders' Deficit For the Years Ended December 31, 2009 and 2008 22 Statements of Cash Flows For the Years Ended December 31, 2009 and 2008 24 Notes to Financial Statements 26
THOMAS J. HARRIS CERTIFIED PUBLIC ACCOUNTANT 3901 STONE WAY N., SUITE 202 SEATTLE, WA 98103 206.547.6050
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors AMERILITHIUM CORP. (FORMERLY KODIAK INTERNATIONAL, INC.) Las Vegas, Nevada
We have audited the balance sheets of AMERILITHIUM CORP. (FORMERLY KODIAK INTERNATIONAL, INC.) an exploration stage company, as at December 31, 2010 and 2009, the statements of earnings and deficit, stockholders' deficiency and cash flows for the years ended December 31, 2010 and 2009. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AMERILITHIUM CORP. (FORMERLY KODIAK INTERNATION, INC.), an exploration stage company, as of December 31, 2010 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in Note 2, the company's significant operating losses, working capital deficiency and need for new capital raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Thomas J Harris, CPA ----------------------------------- Thomas J Harris, CPA April 1, 2011
AMERILITHIUM CORP. Formerly Kodiak International Inc. (An Exploration Stage Enterprise) Balance Sheet ---------------------------------- (Audited) (Audited) December 31, December 31, 2010 2009 ---------- -------- ASSETS Current assets: Cash $ 230,554 $ 591 Accounts receivable - - Inventory - - ---------- -------- Total current assets 230,554 591 ---------- -------- Fixed Assets Furniture and Equipment - - Computer Equipment 6,892 Leasehold Improvements - - ---------- -------- Total Fixed Assets 6,892 - Less Accumulated Depreciation (887) ---------- -------- Net Fixed Assets 6,005 - ---------- -------- Other Assets Mining Claims 7,111,000 - Goodwill - - ---------- -------- Total Other Assets 7,111,000 - ------- -------- Total assets $7,347,559 $ 591 ========== ========
LIABILITIES Current liabilities: Accounts payable and accrued expenses $ 17,303 $ - Accrued taxes 18,360 Advances from shareholder - 10,000 Notes payable 40,000 - ---------- -------- Total current liabilities 75,663 10,000 ---------- -------- Total liabilities 75,663 10,000 ---------- --------
STOCKHOLDERS' EQUITY Common stock, $.0001 par value, 150,000,000 authorized, 67,277,224 and 6,800,000 shares issued and outstanding 6,728 6,800 Capital in excess of par value 8,476,643 129,200 Deficit accumulated during the development stage (1,211,475) (145,409) ---------- -------- Total stockholders' equity 7,271,896 (9,409) ---------- -------- Total liabilities and stockholders' deficit $7,347,559 $ 591 ========== ========
AMERILITHIUM CORP. Formerly Kodiak International Inc. (An Exploration Stage Enterprise) Statements of Operations ---------------------------------- Cumulative, Inception, February 2, Year Ended Year Ended 2004 Through December 31, December 31, December 31, 2010 2009 2010 ---------- -------- ---------- Sales $ - $ - $ - ---------- -------- ---------- Cost of Sales - - -
General and administrative expenses: Salaries 208,500 19,500 271,257 Depreciation and Amortization 887 887 Mineral Property Expenditures 287,923 287,923 Legal and professional fees 419,427 57,380 490,045 Marketing and Advertising 74,116 75,287 Insurance 18,163 18,163 Dues and Subscriptions 11,824 13,469 Taxes 18,360 18,360 Other general and administrative 25,841 5,008 26,828 ----------- -------- ----------- Total operating expenses 1,065,041 81,888 1,202,219 ----------- -------- ----------- (Loss) from operations (1,065,041) (81,888) (1,202,219) ----------- -------- ----------- Other income (expense): Interest Income - Currency Losses - (877) (8,231) Interest (expense) (1,025) (1,025) ----------- -------- ----------- (Loss) before taxes (1,066,066) (82,765) (1,211,475) ----------- -------- ----------- Provision (credit) for taxes on income - - ----------- -------- ----------- Net (loss) $(1,066,066) $(82,765) $(1,211,475) =========== ======== =========== Basic earnings (loss) per common share $ (0.0174) $ (0.0015) =========== =========== Weighted average number of shares outstanding 61,338,612 54,115,072 =========== ===========
**** Prior year weighted shares have been adjusted for 8:1 forward stock split.
AMERILITHIUM CORP. Formerly Kodiak International Inc. (An Exploration Stage Enterprise) Statements of Stockholders' Deficit -----------------------------------
AMERILITHIUM CORP. Formerly Kodiak International Inc. (An Exploration Stage Enterprise) Statements of Cash Flows Cumulative, Inception February 2, Year Ended Year Ended 2004 Through December 31, December 31, December 31, 2010 2009 2010 ----------- -------- ----------- Cash flows from operating activities: Net (loss) $(1,066,066) $(82,765) $(1,211,475) Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities: Depreciation and Amortization 887 - 887 Change in current assets and liabilities: Inventory - - - Deposits - - - Accounts payable and accrued expenses 35,663 - 35,663 ----------- -------- ----------- Net cash flows from operating activities (1,029,516) (82,765) (1,174,925) ----------- -------- ----------- Cash flows from investing activities: Purchase of fixed assets (6,892) - (6,892) Purchase of Mining Rights (7,111,000) (7,111,000) ----------- -------- ----------- Net cash flows from investing activities (7,117,892) - (7,117,892) ----------- -------- ----------- Cash flows from financing activities: Proceeds from sale of common stock 8,347,371 50,000 8,483,371 Checks in excess of deposits Stock subscription payable - - - Advances from shareholder (10,000) 10,000 - Proceeds/(Payment) of notes payable 40,000 - 40,000 ----------- -------- ----------- Net cash flows from financing activities 8,377,371 60,000 8,523,371 ----------- -------- ----------- Net cash flows 229,963 (22,765) 230,554 Cash and equivalents, beginning of period 591 23,356 - ----------- -------- ----------- Cash and equivalents, end of period $ 230,554 $ 591 $ 230,554 =========== ======== ===========
Supplemental cash flow disclosures: Cash paid for interest $ (1,025) $ - $ - Cash paid for income taxes $ - $ - $ -
AMERILITHIUM CORP. Formerly Kodiak International, Inc. (An exploration stage enterprise) Notes to Financial Statements December 31, 2010
Note 1 - Organization and summary of significant accounting policies:
Following is a summary of the Company's organization and significant accounting policies:
Organization and nature of business -Amerilithium Corp formerly Kodiak International Inc., ("We," or "the Company") is a Nevada corporation incorporated on February 2, 2004. The Company is primarily engaged in the acquisition and exploration of mining properties.
The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. Upon the location of commercially mineable reserves, the Company plans to prepare for mineral extraction and enter the development stage.
Basis of presentation - Our accounting and reporting policies conform to U.S. generally accepted accounting principles applicable to exploration stage enterprises. Changes in classification of 2009 amounts have been made to conform to current presentations.
Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents -For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.
Property and Equipment - The Company values its investment in property and equipment at cost less accumulated depreciation. Depreciation is computed primarily by the straight line method over the estimated useful lives of the assets ranging from five to thirty-nine years.
Mineral Property Acquisition and Exploration Costs - The company expenses all costs related to the acquisition and exploration of mineral properties in which it has secured exploration rights prior to establishment of proven and probable reserves. Per Note 7, the Company has expanded $7,111,000 in acquisition of mining rights.
Fair value of financial instruments and derivative financial instruments - We have adopted Accounting Standards Codification regarding Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are
AMERILITHIUM CORP. Formerly Kodiak International, Inc. (An exploration stage enterprise) Notes to Financial Statements December 31, 2010
Note 1 - Organization and summary of significant accounting policies: (continued)
subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision.
Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.
Federal income taxes - Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification regarding Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.
Net income per share of common stock - We have adopted Accounting Standards Codification regarding Earnings per Share, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. We do not have a complex capital structure requiring the computation of diluted earnings per share.
Note 2 - Uncertainty, going concern:
At December 31, 2010, we were engaged in a business and had suffered losses from exploration stage activities to date. In addition, we have minimal operating funds. Although management is currently attempting to identify business opportunities and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, we must rely on our officers to perform essential functions without compensation until a business operation can
AMERILITHIUM CORP. Formerly Kodiak International, Inc. (An exploration stage enterprise) Notes to Financial Statements December 31, 2010
Note 2 - Uncertainty, going concern: (continued)
be commenced. No amounts have been recorded in the accompanying financial statements for the value of officers' services, as it is not considered material.
These factors raise doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 3 - Federal income tax:
We follow Accounting Standards Codification regarding Accounting for Income Taxes. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.
The provision for refundable Federal income tax consists of the following:
2009 2010 -------- --------- Refundable Federal income tax attributable to: Current operations $(28,140) $(362,462) Less, Nondeductible expenses -0- -0- Less, Change in valuation allowance 28,140 362,462 Net refundable amount - -
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
2009 2010 ------- -------- Deferred tax asset attributable to: Net operating loss carryover $49,439 $411,902 Less, Valuation allowance (49,439) (411,902) Net deferred tax asset - -
At December 31, 2010, an unused net operating loss carryover approximating $1,211,475 is available to offset future taxable income; it expires beginning in 2025.
Note 4 - Cumulative sales of stock:
Since its inception, we have issued shares of common stock as follows:
On August 8, 2005, our Directors authorized the issuance of 2,000,000 founder shares at par value of $0.001. These shares are restricted under rule 144 of the Securities Exchange Commission.
On August 28, 2005, our Directors authorized the issuance of 2,000,000 shares of common stock at a price of $0.001 per share as fully paid and non-assessable to the subscriber. These shares are not restricted and are free trading.
On July 14, 2006, our Directors authorized the issuance of 1,100,000 shares of common stock at a price of $0.002 per share as fully paid and non-assessable to the subscriber. These shares are not restricted and are free trading.
On August 21, 2008, our Directors authorized the issuance of 1,500,000 shares of common stock at a price of $0.04 per share as fully paid and non-assessable to the subscriber. These shares are not restricted and are free trading.
On November 18, 2009, our Directors authorized the issuance of 200,000 shares of common stock at a price of $0.25 per share as fully paid and non-assessable to the subscriber. These shares are not restricted and are free trading.
On February 18, 2010 the Company and the Shareholders consented to and authorized an 8 for 1 forward stock split and adjusted the par value to $0.0001 per share.
In March 2010, the Company issued 4,800,000 common stock shares at prices ranging from $0.95 to $1.65 per share for the purchase of mining claims. These shares are restricted.
As part of purchase of mining claims the Company has committed to the issuance of 750,000 shares of common stock at a price of $1.65. The Company has recorded this as a stock subscription payable. 250,000 shares were issued in April 2010 and an additional 250,000 shares were issued in July 2010. The remaining shares were issued in December 2010.
On March 30, 2010, the Company issued 83,333 shares of common stock at a price of $1.20 per share. This was part of a private placement offering that included a stock warrant to purchase additional shares of stock for $1.60 per share.
During April 2010, the Company submitted drawdown notices of $500,000 in regards to their financing agreement with Sunrise Energy Investments.
On April 26, 2010 the Company purchased the mining rights from Nevada Alaska Mining Co. for stock and cash. The agreement includes the issuance of 400,000 shares at a price of $1.72 per share. These shares were originally recorded as a subscription payable but were fully issued in July 2010.
AMERILITHIUM CORP. Formerly Kodiak International, Inc. (An exploration stage enterprise) Notes to Financial Statements December 31, 2010
Note 4 - Cumulative sales of stock: (continued)
During June 2010, the Company issued 45,000 shares of stock to three advisors at a price of $0.71 per share. The amount will be granted every three months and priced at the current market price. These shares are restricted.
During June 2010, the Company submitted drawdown notices of $500,000 in regards to their financing agreement with Sunrise Energy Investments.
During June 2010, the Company issued 20,000 shares of stock to one advisor at $0.71 per share. The amount will be granted every three months and priced at the current market price. These shares are restricted.
During July 2010, the Company submitted drawdown notices of $200,000 in regards to their financing agreement with Sunrise Energy Investments.
During September 2010, the Company issued 65,000 shares of stock to four advisors at a price of $0.32 per share. The amount will be granted every three months and priced at the current market price. These shares are restricted.
During September 2010, the Company issued 300,000 shares of stock at $0.32 per share, per the finder's fee agreement on its Paymaster Master Claim, Nevada.
On October 10, 2010, the Company issued 250,000 shares of stock at $0.26 per share, as part of the consultancy agreement. The amount will be granted every six months at its current trading price. These shares are restricted.
On December 20, 2010, the Company issued 45,000 shares at $0.29 per share as part of the advisory agreements.
Note 5 - Employment and Consulting Agreements
On March 12, 2010 the Company entered into an employment contract with their Chief Executive Officer to pay this individual a guaranteed monthly fee of $6,500 for 36 months.
On March 12, 2010 the Company entered into a consulting agreement for $100,000 and 100,000 shares of stock in which the Company will pay $40,000 on signing and six equal installments of $10,000 monthly. As of December 31, 2010, $100,000 of this agreement has been paid and the 100,000 shares have been issued.
AMERILITHIUM CORP. Formerly Kodiak International, Inc. (An exploration stage enterprise) Notes to Financial Statements December 31, 2010
Note 5 - Employment and Consulting Agreements (Continued)
On October 8, 2010, The Company renewed its consultancy agreement for an additional 24 months at $5,000 per month. The Company will also issue 250,000 shares of common stock every six months in advance.
Note 6 - Financing Agreement
On March 28, 2010 the Company entered into a financing agreement with Sunrise Energy Investment Ltd. The Company will sell up to $10,000,000 of its common stock. The Common Stock will also have an attached warrant to purchase future shares for $1.60. There were no transactions during the first quarter of 2010.
As of December 31, 2010, the Company has drawn $1,200,000 and has issued 1,218,891 shares to Sunrise Energy Investment.
Note 7 - Mining Rights
In September 2008, the Company purchased the Kodiak Lode Mining Claim for $7,500. The mining claim is in the Sunset Mining District in the extreme southern portion of the State of Nevada. The claim is on 20.66 acres and includes gold, silver, copper and lead. The full mining claim was recorded as a period expense.
On March 2, 2010 the Company entered into an agreement to purchase 100% net revenue in assets of Power Mining Ventures, Inc. in Alberta, Canada. The purchase is funded by restricted common stock shares. The total purchase price was $2,280,000
On March 12, 2010 the Company entered into an agreement to purchase 78 mining claims comprising of nearly 6,000 acres with GeoXplor Corporation. The total purchase price was $1,678,000.
On March 22, 2010 the Company entered into an agreement to purchase 100% net revenue in assets of Power Mining Ventures, Inc located in southwestern Australia. The purchase is funded by restricted common shares and cash. The total purchase price was $2,340,000.
On April 26, 2010 the Company entered into an agreement to purchase 100% of the mining rights of the "Property" located in the State of Nevada. The "Property" includes Clayton Deep which is comprised of 5,280 acres and Full Monty which is comprised of 5,760 acres. The purchase consists of cash and restricted common shares.
AMERILITHIUM CORP. Formerly Kodiak International, Inc. (An exploration stage enterprise) Notes to Financial Statements December 31, 2010
Note 8 - Notes Payable
The Company has notes payable for the purchase of mining rights. These amounts are all payable within one year and carry no rate of interest. The balance at December 31, 2010 is $40,000.
The Company has a note payable with one of its shareholders. The note is due on February 1, 2012 and carries and interest rate of 8%. The note also has an option to convert to common stock at a price of $0.05 per share. On April 22, 2010, the Company issued 4,800,000 shares of post split shares in exchange for this note.
Note 9 - Subsequent Events
On January 20, 2011, the Company issued 20,000 shares of stock to one advisor as part of the advisory agreement.
On February 17, 2011, the Company entered into an agreement with GeoXplor Corporation for the initial stages of its drilling program. The value of this agreement is $155,125.
On February 28, 2011, the Company drew down $200,000 on their financing agreement.
On March 7, 2011, the Company issued 751,880 shares to Sunrise Energy Investments as part of the financing agreement draw down.
On March 23, 2011, the Company issued 45,000 shares of stock to three advisors as part of the advisory agreement.
Note 10 - New accounting pronouncements
Recent Accounting Pronouncements
In May 2008, the Accounting Standards Codification issued 944.20.15, "Accounting for Financial Guarantee Insurance Contracts-and interpretation of Accounting Standards Codification 944.20.05". Accounting Standards Codification 944.20.15 clarifies how Accounting Standards Codification 944.20.05 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. Accounting Standards Codification 944.20.15 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. Accounting Standards Codification 944.20.15 has no effect on the Company's financial position, statements of operations, or cash flows at this time.
AMERILITHIUM CORP. Formerly Kodiak International, Inc. (An exploration stage enterprise) Notes to Financial Statements December 31, 2010
Note 10 - New accounting pronouncements (Continued)
In March 2008, the Accounting Standards Codification issued 815.10.15, Disclosures about Derivative Instruments and Hedging Activities-an amendment of Accounting Standards Codification 815.10.05. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under 815.10.15 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of Accounting Standards Codification 815.10.15, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.
In December 2007, the Accounting Standards Codification 815.10.65, Noncontrolling Interests in Consolidated Financial Statements-an amendment of Accounting Standards Codification 810.10.65. This statement amends Accounting Standards Codification 810.10.65 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Accounting Standards Codification 805.10.10 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company's consolidated financial position, results of operations or cash flows.
In December 2007, the Accounting Standards Codification, issued Accounting Standards Codification 805.10.10 (revised 2007), Business Combinations.' This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose
AMERILITHIUM CORP. Formerly Kodiak International, Inc. (An exploration stage enterprise) Notes to Financial Statements December 31, 2010
to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related Accounting Standards Codification 810.10.65, Noncontrolling Interests in Consolidated Financial Statements. The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company's consolidated financial position, results of operations or cash flows.
In February 2007, the Accounting Standards Codification, issued Accounting Standards Codification 810.10.65, The Fair Value Option for Financial Assets and Liabilities-Including an Amendment of Accounting Standards Codification 320.10.05. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities.
Most of the provisions in Accounting Standards Codification 810.10.65 are elective; however, an amendment to Accounting Standards Codification 320.10.05 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. Accounting Standards Codification 810.10.65 is effective as of the beginning of an entities first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of ASC 810 Fair Value Measurements. The Company will adopt Accounting Standards Codification 810 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.
In September 2006, the Accounting Standards Codification issued Accounting Standards Codification 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not
AMERILITHIUM CORP. Formerly Kodiak International, Inc. (An exploration stage enterprise) Notes to Financial Statements December 31, 2010
yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Company's consolidated financial position, results of operations or cash flows.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
We maintain disclosure controls and procedures, as defined in Rules 13a- 15(e) and 15d-15(e) under the Exchange Act that are designed to insure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, or the persons performing similar functions, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our CEO and CFO, or the persons performing similar functions, our management has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report. Based on that evaluation, our CEO and CFO, or the persons performing similar functions, concluded that our disclosure controls and procedures were effective as of December 31, 2010.
Management's Annual Report on Internal Control over Financial Reporting:
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is the process designed by and under the supervision of our CEO and CFO, or the persons performing similar functions, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America. Management has evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control over Financial Reporting - Guidance for Smaller Public Companies.
Under the supervision and with the participation of our CEO and CFO, or the persons performing similar functions, our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2010, and concluded that it is effective.
This annual report does not include an attestation report of the registrant's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the registrant's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the registrant to provide only management's report in this annual report.
Evaluation of Changes in Internal Control over Financial Reporting:
Under the supervision and with the participation of our CEO and CFO, or those persons performing similar functions, our management has evaluated changes in our internal controls over financial reporting that occurred during the fourth quarter of 2010. Based on that evaluation, our CEO and CFO, or those persons performing similar functions, did not identify any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Important Considerations:
The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our sole director is as follows:
NAME AND ADDRESS AGE POSITIONS HELD TERM Matthew Worrall 37 CEO, CFO, President March 12, 2010 Pembroke House Director to present Upper Pembroke Street Dublin 2, Republic of Ireland
Business Experience ------------------- Matthew Worrall. Mr. Worrall was a partner of Imagex, a print and design agency engaging in ecommerce operations and providing business consultancy to both small and blue chip organization from July 2006 to August 2008. From November 2005 -July 2006, Mr. Worrall was a business development manager for Ideasbynet, a promotion goods company. From August 1997 to November 2005, Mr. Worrall was a group manager for Boatworld Ltd., a marine hardware and accessories web store. From September 1999 to present, Mr. Worrall has worked as an independent property developer, completing several small to medium sized property developments.
The sole director will serve in his capacity as director until our next annual shareholder meeting to be held within six months of our fiscal year's close. Directors are elected for one-year terms.
Code of Ethics Policy --------------------- We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.
Corporate Governance -------------------- There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
We may elect to award a cash bonus to key employees, directors, officers and consultants based on meeting individual and corporate planned objectives.
To date, no compensation has been paid to our officers.
On March 12, 2010, the registrant entered into an employment agreement with Matthew Worrall. The term of the agreement is for three years and shall continue thereafter renewable on a twelve month basis. Mr. Worrall shall receive a salary of $6,500 per month. Mr. Worrall is eligible to participate in any benefits made generally available by the registrant and shall be reimburse for all reasonable business expenses incurred in the performance of his duties. The registrant and Mr. Worrall shall review terms of Mr. Worrall's salary and benefits on a semi-annual basis.
We do not have any other standard arrangements by which directors are compensated for any services provided as a director. No cash has been paid to our sole director in his capacity as such.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth, as of March 31, 2011, the number and percentage of outstanding shares of the registrant's common stock owned by (i) each person known to us to beneficially own more than 5% of its outstanding common stock, (ii) each director, (iii) each named executive officer and significant employee, and (iv) all officers and directors as a group.
Name Amount Percentage ---- ------ ---------- Matthew Worrall 19,736,328 27.6% ---------- ---- Officers and Directors As a group (1 person) 19,736,328 27.6%
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Director Independence --------------------- The registrant's board of directors consists of Matthew Worrall. He is not independent as such term is defined by a national securities exchange or an inter-dealer quotation system.
During the year ended December 31, 2010, there were no transactions with related persons.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Audit Fees. We incurred aggregate fees and expenses of approximately $13,000 and $8,750 respectively, from Thomas J. Harris, certified public accountant, for the 2010 and 2009 fiscal years. Such fees included work completed for our annual audits and for the review of our financial statements included in our Form 10-Q.
Tax Fees. We did not incur any aggregate tax fees and expenses from Thomas J. Harris, certified public accountant for the 2010 and 2009 fiscal years for professional services rendered for tax compliance, tax advice, and tax planning.
All Other Fees. We did not incur any other fees from Thomas J. Harris, certified public accountant during fiscal 2010 and 2009.
The board of directors, acting as the Audit Committee considered whether, and determined that, the auditor's provision of non-audit services was compatible with maintaining the auditor's independence. All of the services described above for fiscal years 2010 and 2009 were approved by the Board of Directors pursuant to its policies and procedures. We intend to continue using Thomas J. Harris, certified public accountant solely for audit and audit-related services, tax consultation and tax compliance services, and, as needed, for due diligence in acquisitions.
Part IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) List of Financial statements included in Part II hereof
Balance Sheets, December 31, 2010 and 2009 Statements of Operations for the years ended December 31, 2010 and 2009 Statements of Stockholders' Equity for the years ended December 31, 2010 and 2009 Statements of Cash Flows for the years ended December 31, 2010 and 2009 Notes to the Financial Statements
(a)(2) List of Financial Statement schedules included in Part IV hereof: None
(a)(3) Exhibits
The following of exhibits are filed with this report:
(31) 302 certification
(32) 906 certification
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned duly authorized person.
Date: April 8, 2011
Amerilithium Corp.
/s/ Matthew Worrall ------------------------------ By: Matthew Worrall, CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Matthew Worrall ----------------------- Matthew Worrall CEO, CFO, Director
April 8, 2011