Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] 15, ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2009
OR
[ ] 15, TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 333-155059
AMERILITHIUM CORP.
(Exact name of registrant in its charter)
Nevada 61-1604254
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
Suite 100
297 Kingsbury Grade
Lake Tahoe, NV 89449-4470
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: \
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange act
Yes [ ] No [x]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (section 232.406 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes [x] No [ ]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act during the preceding 12 months (or such shorter period that Dale the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for at least the part 90 days.
Yes [x] No[ ]
2
Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained hereof, and will not be
contained, to will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of "large accelerated filer,"
"accelerated file" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter. The market
value of the registrant's voting $.001 par value common stock held by
non-affiliates of the Registrant was approximately $0.00.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. The number
of shares outstanding of the registrant's only class of common stock, as
of March 31, 2010 was 56,900,000 shares of its $.001 par value common
stock.
No documents are incorporated into the text by reference.
3
Amerilithium Corp.
Form 10-K
For the Fiscal Year Ended December 31, 2009
Table of Contents
Part I
ITEM 1. BUSINESS 4
ITEM 1A. RISK FACTORS 7
ITEM 1B. UNRESOLVED STAFF COMMENTS 7
ITEM 2. PROPERTIES 7
ITEM 3. LEGAL PROCEEDINGS 8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 8
Part II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 9
ITEM 6. SELECTED FINANCIAL DATA 10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 10
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK 13
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 14
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 45
ITEM 9A. CONTROLS AND PROCEDURES 45
ITEM 9B. OTHER INFORMATION 45
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, CONTROL
PERSONS AND CORPORATE GOVERANCE; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT 46
ITEM 11. EXECUTIVE COMPENSATION 49
ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDERS MATTERS 49
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE 51
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 51
Part IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 53
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this annual report contain or may contain forward-
looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. These factors include, but are not limited
to, our ability to raise sufficient capital to fund our ongoing
operations and satisfy our obligations as they become due, our ability
to implement our strategic initiatives, economic, political and market
4
conditions and fluctuations government and industry regulation, interest
rate risk, U.S. and global competition, and other factors. Most of
these factors are difficult to predict any forward-looking statements
that may be made herein. Readers are cautioned not to place undue
reliance on these forward-looking statements and readers should
carefully review this annual report in its entirety. Except for our
ongoing obligations to disclose material information under the Federal
securities laws, we undertake no obligation to release publicly any
revisions to any forward-looking statements, to report events or to
report the occurrence of unanticipated events. These forward-looking
statements speak only as of the date of this annual report, and you
should not rely on these statements without also considering the risks
and uncertainties associated with these statements and our business.
5
PART I
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.
Amerilithium is a mineral exploration company. Amerilithium 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.
Amerilithium 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.
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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.
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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
8
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.
9
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 purchase price for the property
shall be a total of $440,500 in cash, a work commitment for the
property of up to $1,000,000 over three years and 750,000 common shares
of the registrant.
The registrant will pay GeoXplor $440,500 in cash consideration as
follows:
- USD $40,500, previously paid as a non-refundable deposit,
- USD $100,000 on February 10, 2010,
- USD $100,000 within 90 days of the closing of this definitive
Agreement,
- USD $100,000 within 120 days of the closing of this definitive
Agreement, and
- USD $100,000 within 180 days of the closing of this definitive
Agreement.
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.
10
GeoXplor shall be named Operator, to perform and conduct all necessary
exploration on the property to industry standards.
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. RISK FACTORS
Not applicable to a smaller reporting company.
11
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
We currently have an office located at 297 Kingsbury Grade,
Lake Tahoe, Nevada 89449-4470. Telephone 775-996-2210. Our monthly
lease payment is $1,200 per month.
ITEM 3. LEGAL PROCEEDINGS.
The registrant is not involved in any legal proceedings at this date.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
12
PART II
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, 2010, 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. SELECTED FINANCIAL DATA
Not applicable to a smaller reporting company.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Trends and Uncertainties
------------------------
Kodiak 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, 2009 and 2008, Amerilithium did not
pursue any investing activities.
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Financing Activities
--------------------
For the year ended December 31, 2009, Amerilithium received proceeds
from the sale of common stock of $50,000. Additionally,
Amerilithium had advances from shareholder of $10,000. As a result,
Amerilithium had net cash flows from financing activities of $60,000
for the year ended December 31, 2009.
For the year ended December 31, 2008, Amerilithium received proceeds
from the sale of common stock of $60,000. As a result, Amerilithium
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, 2009 and 2008, Amerilithium paid
salaries of $19,500 and $0, respectively. For the year ended
December 31, 2009 and 2008, Kodiak paid legal and professional fees
of $57,380 and $28,201, 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 2009 and
2008 were $0 and $7,500, respectively. Other general and
administrative expenses increased from $168 in 2008 to $5,008 in
2009.
Plan of Operation
-----------------
We did not raise any funds in our recent public offering. 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.
14
Recent Accounting Pronouncements
--------------------------------
In May 2008, the Financial Accounting Standards Board issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and
interpretation of FASB Statement No. 60". SFAS No. 163 clarifies how
Statement 60 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. SFAS No. 163 is effective for
fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the Company's
financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS
No. 162 sets forth the level of authority to a given accounting
pronouncement or document by category. Where there might be conflicting
guidance between two categories, the more authoritative category will
prevail. SFAS No. 162 will become effective 60 days after the SEC
approves the PCAOB's amendments to AU Section 411 of the AICPA
Professional Standards. SFAS No. 162 has no effect on the Company's
financial position, statements of operations, or cash flows at this
time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued
SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities-an amendment of FASB Statement No. 133. 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 Statement 133 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 SFAS No. 161, 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 SEC issued Staff Accounting Bulletin No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107,
in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In
particular, the staff indicated in SAB 107 that it will accept a
company's election to use the simplified method, regardless of whether
the company has sufficient information to make more refined estimates of
expected term. At the time SAB 107 was issued, the staff believed that
more detailed external information about employee exercise behavior
(e.g., employee exercise patterns by industry and/or other categories of
companies) would, over time, become readily available to companies.
Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after
December 31, 2007. The staff understands that such detailed information
about employee exercise behavior may not be widely available
15
by December 31, 2007. Accordingly, the staff will continue to accept,
under certain circumstances, the use of the simplified method beyond
December 31, 2007. The Company currently uses the simplified method for
"plain vanilla" share options and warrants, and will assess the impact
of SAB 110 for fiscal year 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 FASB issued SFAS No. 160, Noncontrolling Interests
in Consolidated Financial Statements-an amendment of ARB No. 51. This
statement amends ARB 51 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 Statement 141 (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 FASB, issued FAS No. 141 (revised 2007), Business
Combinations. This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in
Statement 141. 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 FASB Statement No. 160, 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 FASB, issued SFAS No. 159, The Fair Value Option
for Financial Assets and Liabilities-Including an Amendment of FASB
Statement No. 115. This standard permits an entity to choose to measure
16
many financial instruments and certain other items at fair value. This
option is available to all entities. Most of the provisions in FAS 159
are elective; however, an amendment to FAS 115 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. SFAS No. 159 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 SFAS No. 157 Fair Value Measurements. The
Company will adopt SFAS No. 159 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 FASB issued SFAS No. 157, 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 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.
17
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
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 20
Statements of Stockholders' Deficit For
the Years Ended December 31, 2009 and 2008 21
Statements of Cash Flows For the Years Ended
December 31, 2009 and 2008 22
Notes to Financial Statements 25
18
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, 2009 and 2008, the statements of earnings and deficit, stockholders'
deficiency and cash flows for the year ended and the period from
inception February 2, 2004 to DECEMBER 31, 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, 2009 and the results of its operations and its cash
flows for the period 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
March 28, 2010
19
Amerilithium Corp.
Formerly Kodiak International, Inc.
(An Exploration Stage Enterprise)
Balance Sheet
December 31, December 31,
2009 2008
------------ -----------
ASSETS
Current Assets:
Cash $ 591 $ 23,356
Accounts receivable - -
Inventory - -
--------- ---------
Total current assets 591 23,356
--------- ---------
Fixed Assets:
Furniture and Equipment - -
Computer Equipment - -
Leasehold Improvements - -
--------- ---------
Total Fixed Assets - -
Less Accumulated Depreciation - -
--------- ---------
Net fixed assets - -
--------- ---------
Other Assets
Deposits - -
Goodwill - -
--------- ---------
Total other assets - -
--------- ---------
Total Assets $ 591 $ 23,356
========= =========
LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses $ - $ -
Advances from shareholder 10,000 -
--------- ---------
Total current liabilities 10,000 -
--------- ---------
Total Liabilities $ 10,000 $ -
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 150,000,000
authorized, 6,800,000 and 6,600,000 shares
issued and outstanding 6,800 6,600
Capital in excess of par value 129,200 79,400
Deficit accumulated during the
development stage (145,409) (62,644)
-------- --------
Total stockholders' deficit (9,409) 23,356
--------- --------
Total liabilities and
stockholders' deficit $ 591 $ 23,256
========= ========
See accompanying notes are an integral part of these statements
20
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,
2009 2008 2009
----------- ----------- -----------
Sales $ - $ - $ -
---------- ---------- ----------
Cost of Sales - - -
---------- ---------- ----------
Net Sales - - -
General and administrative expenses:
Salaries 19,500 - 19,500
Depreciation and Amortization - - -
Mineral Property Expenditures - 7,500 7,500
Legal and professional fees 57,380 28,201 106,376
Other general and administrative 5,008 168 5,486
---------- ---------- ----------
Total operating expenses 81,888 35,869 138,862
---------- ---------- ----------
(Loss) from operations (81,888) (35,869) (138,862)
Other income (expense):
Interest Income - - -
Currency losses (877) (5,670) (6,547)
Interest (expense) - - -
---------- ---------- ---------
(Loss) before taxes (82,765) (41,539) (145,409)
---------- ---------- ---------
Provision (credit) for taxes on income - - -
---------- ---------- ---------
Net (loss) $ (82,765) $ (41,539) $(145,409)
========== ========== =========
Basic earnings (loss) per common share $ (0.0125) $ (0.0074)
========== ==========
Weighted average number of shares
outstanding 6,623,562 5,638,356
========== ==========
See accompanying notes are an integral part of these statements
21
Amerilithium Corp.
Formerly Kodiak Internationa, Inc.
(An Exploration Stage Enterprise)
Statements of Stockholders' Deficit
Capital in
Common Stock Excess of
ACTIVITY Shares Amount Par Value
---------- ---------- ----------
Inception, February 2, 2004 through
December 31, 2005 (Audited):
Shares Issued 4,740,000 $ 4,740 $ 14,060
Net (loss) - - -
---------- --------- ---------
Balances, December 31, 2005 4,740,000 $ 4,740 $ 14,060
Year Ended December 31, 2006 (Audited)
Shares Issued 360,000 $ 360 $ 6,840
Net (loss) - - -
---------- --------- ---------
Balances, December 31, 2006 5,100,000 $ 5,100 $ 20,900
Year Ended December 31, 2007 (Audited)
Shares Issued - $ - $ -
Net (loss) - - -
---------- --------- ---------
Balances, December 31, 2007 (Audited) 5,100,000 $ 5,100 $ 20,900
Shares Issued, August 22, 2008 1,500,000 1,500 58,500
Net (loss) - - -
---------- --------- ---------
Balances, December 31, 2008 (Audited) 6,600,000 6,600 79,400
Shares Issued, November 18, 2009 200,000 200 49,800
Net (loss)
---------- --------- ---------
Balances, December 31, 2009 6,800,000 $ 6,800 $ 129,200
========== ========= =========
22
Amerilithium Corp.
Formerly Kodiak International, Inc.
(An Exploration Stage Enterprise)
(CONTINUED) Statement of Stockholders' Deficit
Deficit
Accumulated
During the
Development
ACTIVITY Stage Total
------------ ----------
Inception, February 2, 2004 through
December 31, 2005 (Audited):
Shares Issued - $ 18,800
Net (loss) (104) (104)
---------- ---------
Balances, December 31, 2005 $ (104) $ 18,696
Year Ended December 31, 2006 (Audited)
Shares Issued - 7,200
Net (loss) (20,020) (20,020)
---------- ---------
Balances, December 31, 2006 $ (20,124) $ 5,876
Year Ended December 31, 2007 (Audited)
Shares Issued - -
Net (loss) (981) (981)
---------- ---------
Balances, December 31, 2007 (Audited) $ (21,105) $ 4,895
Shares Issued, August 22, 2008 - 60,000
Net (loss) (41,539) (41,539)
---------- ---------
Balances, December 31, 2008 (Audited) (62,644) 23,356
Shares Issued, November 18, 2009 - 50,000
Net (loss) (82,765) (82,765)
---------- ---------
Balances, December 31, 2009 $(145,409) $ (9,409)
========== =========
See Notes to Financial Statements
23
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,
2009 2008 2009
----------- ----------- -----------
Cash flows from operating activities:
Net (loss) $ (82,765) $ (41,539) $(145,409)
Adjustments to reconcile net (loss) to
Cash provided (used) by developmental
stage activities:
Depreciation and Amortization - - -
Change in current assets and liabilities:
Inventory - - -
Deposits - - -
Accounts payable and accrued expenses - - -
---------- ---------- ---------
Net cash flows from operating activities (82,765) (41,539) (145,409)
---------- ---------- ---------
Cash flows from investing activities:
Purchase of fixed assets - - -
---------- ---------- ---------
Net cash flows from investing activities - - -
---------- ---------- ---------
Cash flows from financing activities:
Proceeds from sale of common stock 50,000 60,000 86,000
Advances from shareholder 10,000 - -
Convertible note payable - - -
---------- ---------- ---------
Net cash flows from financing activities 60,000 60,000 86,000
---------- ---------- ---------
Net cash flows (22,765) 18,461 (59,409)
Cash and equivalents, beginning of period 23,356 4,895 -
---------- ---------- ---------
Cash and equivalents, end of period $ 591 $ 23,356 $ (59,409)
========== ========== =========
Supplemental cash flow disclosures:
Cash paid for interest $ - $ - $ -
Cash paid for income taxes - - $ -
See accompanying notes are an integral part of these statements
24
Amerilithium Corp.
Formerly Kodiak International, Inc.
(An exploration stage enterprise)
Notes to Financial Statements
December 31, 2009
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., ("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 development
stage enterprises. Changes in classification of 2007 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. To date, the Company has
not established the commercial feasibility of any exploration prospects;
therefore, all costs are being expensed.
Fair value of financial instruments and derivative financial instruments
- We have adopted Statements of Financial Accounting Standards 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
25
Amerilithium Corp.
Formerly Kodiak International, Inc.
(An exploration stage enterprise)
Notes to Financial Statements
December 31, 2009
are 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
Statements of Financial Accounting Standards 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 Statements of
Financial Standards 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, 2009, we were engaged in a business and had suffered
losses from development 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.
26
Amerilithium Corp.
Formerly Kodiak International, Inc.
(An exploration stage enterprise)
Notes to Financial Statements
December 31, 2009
These factors raise substantial 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 Statements of Financial Accounting Standards 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:
2008 2009
---- ----
Refundable Federal income tax attributable to:
Current operations $(41,539) $( 28,140)
Less, Nondeductible expenses -0- -0-
-Less, Change in valuation allowance 41,539 28,140
Net refundable amount - -
The cumulative tax effect at the expected rate of 15% of significant
items comprising our net deferred tax amount is as follows:
2008 2009
---- ----
Deferred tax asset attributable to:
Net operating loss carryover $ 6,230 $ 49,439
Less, Valuation allowance (6,230) (49,439)
Net deferred tax asset - -
At December 31, 2009, an unused net operating loss carryover
approximating $145,409 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.
27
Amerilithium Corp.
Formerly Kodiak International Corp.
(An exploration stage enterprise)
Notes to Financial Statements
December 31, 2009
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 December 11, 2009, as part of a private placement offering 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.
Note 5 - 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.
Note 6 - Subsequent Events
On February 18, 2010, the Company changed their name to Amerilithium
Corp and the Shareholders consented to and authorized an 8 for 1 forward
stock split.
On March 2, 2010, the Company entered into an agreement to purchase 100%
net revenue in assets of Power Mining Ventures, Inc. The purchase is
funded by restricted common stock and cash.
On March 12, 2010, the Company entered into a consulting agreement in
which the Company will pay six equal installments of $10,000 monthly.
On March 12, 2010, the Company entered into an agreement to purchase 81
mining claims comprising of nearly 6,000 acres with GeoXplor
Corporation.
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.
28
Amerilithium Corp.
Formerly Kodiak International Corp.
(An exploration stage enterprise)
Notes to Financial Statements
December 31, 2009
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.
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.
During March 2010, the Company entered into multiple agreements to issue
restricted common stock for members of the Advisory Board.
Note 7 - New accounting pronouncements:
Recent Accounting Pronouncements
In May 2008, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts
and interpretation of FASB Statement No. 60". SFQAS No. 163 clarified
how Statement 60 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. SFAS No. 163 is effective for
fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the Company's
financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 162, "The Hierarchy of Generally Accepted Accounting
Principles". SFAS No. 162 sets forth the level of authority to a given
accounting pronouncement or document by category. Where there might be
conflicting guidance between two categories, the more authoritative
category will prevail. SFAS No. 162 will become effective 60 days after
the SEC approves the PCAOB's amendments to AU Section 411 of the AICPA
Professional Standards. SFAS No. 162 has no effect on the Company's
financial position, statements of operations, or cash flows at this
time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued
SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities - an amendment of FASB Statement No. 133. 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 Statement 133 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
29
Amerilithium Corp.
Formerly Kodiak International Corp.
(An exploration stage enterprise)
Notes to Financial Statements
December 31, 2009
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 SFAS No. 161, 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 SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107
(SAB 107), in developing an estimate of expected term of "plain vanilla"
share options in accordance with SFAS No. 123(R), Share-Based Payment.
In particular, the staff indicated in SAB 107 that it will accept a
company's election to use the simplified method, regardless of whether
the company has sufficient information to make more refined estimates of
expected term. At the time SAB 107 was issued, the staff believed that
more detailed external information about employee exercise behavior
(e.g., employee exercise patterns by industry and/or other categories of
companies) would, over time, become readily available to companies.
Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after
December 31, 2007. The staff understands that such detailed information
about employee exercise behavior may not be widely available by December
31, 2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31,
2007. The Company currently uses the simplified method for "plain
vanilla" share options and warrants, and will assess the impact of SAB
110 for fiscal year 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 FASB issued SFAS No. 160, Noncontrolling Interests
in Consolidated Financial Statements-an amendment of ARB No. 51. This
statement amends ARB 51 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 Statement 141 (revised 2007). The Company
30
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 FASB, issued FAS No. 141 (revised 2007), Business
Combinations. This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141.
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 145, 2008. An entity may not apply it before that
date. The effective date of this statement is the same as that of the
related FASB Statement No. 160, 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 FASB, issued SFAS No. 159, The Fair Value Option
for Financial Assets and Liabilities - Including an Amendment of FASB
Statement No. 115. 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 FAS 159
are elective; however, an amendment to FAS 115. 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. SFAS No. 159 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 SFAS No. 157 Fair Value Measurements. The
Company will adopt SFAS No. 159 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 FASB issued SFAS No. 157, 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
31
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 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.
32
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
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, 2009.
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, 2009, 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
33
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 2009. 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. OTHER INFORMATION
None
34
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Our sole director is as follows:
NAME AND ADDRESS AGE POSITIONS HELD TERM
Henry Bush 24 CFO, Controller Inception
19 Dundrum Gate Director to present
Dublin 16 CEO, President Inception
Republic of Ireland to March 12, 2010
Matthew Worrall 36 CEO, President March 12, 2010
Pembroke House to present
Upper Pembroke Street
Dublin 2, Republic of Ireland
Business Experience
-------------------
Henry Bush. Mr. Bush has worked at Dell, a global multinational
computer company from November 2006 to present as a business sales
manager. From September 2003 to November 2006, Mr. Bush attended
Sheffield University and obtained a degree in French.
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.
35
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. 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, Amerilithium 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
Merilithium and shall be reimburse for all reasonable business expenses
incurred in the performance of his duties. Amerilithium 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. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.
The following table sets forth, as of March 31, 2010, the number and
percentage of outstanding shares of Amerilithium 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
---- ------ ----------
Henry Bush 2,000,000 30.30%
Matthew Worrall 0 0%
--------- ------
Officers and Directors
As a group (2 person) 2,000,000 30.30%
36
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
Director Independence
---------------------
Amerilithium's board of directors consists of Matthew Worrall and Henry
Bush. They are not independent as such term is defined by a national
securities exchange or an inter-dealer quotation system.
During the year ended December 31, 2009, there were no transactions with
related persons.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Audit Fees. We incurred aggregate fees and expenses of approximately
$8,750 and $1,750 respectively, from Thomas J. Harris, certified public
accountant, for the 2009 and 2008 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 2009 and 2008
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 2009 and 2008.
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 2009 and 2008 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.
37
Part IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) List of Financial statements included in Part II hereof
Balance Sheets, December 31, 2009 and 2008
Statements of Operations for the years ended December 31, 2009 and 2008
Statements of Stockholders' Equity for the years ended December 31, 2009
and 2008
Statements of Cash Flows for the years ended December 31, 2009 and 2008
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 certifications
(32) 906 certifications
38
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 14, 2010
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
April 14, 2010
By: /s/Henry G. Bush
----------------------
Henry G. Bush, CFO, Controller
and Director
April 14, 2010
