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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 15, 2010
(Date of earliest event reported)
AMERILITHIUM CORP.
(Exact name of registrant as specified in its charter)
Nevada 333-155059 61-1604254
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Suite 200
871 Coronado Center Drive
Henderson, NV 89052
(Address of principal executive offices (zip code)
775-996-2210
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
___ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
___ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
___ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
2
ITEM 8.01 OTHER EVENTS
On November 15, 2010, the registrant entered into a letter agreement
with M. Kirk Ludwick. Pursuant to the agreement, the registrant shall
pay Mr. Ludwick a finder's fee for an introduction to various entities,
including Del Sol China Technology Advisors and Augan Capital regarding
entering into one or more understandings or agreements of any kind or
character with these entities (or a one or more of parent, subsidiary,
affiliated companies or any other entity utilized to conclude a
transaction) for any purpose(s) whatsoever including, but not limited
to, leasing, sale, production, processing, refining, manufacturing,
transportation, construction, loan, partnership, joint venture or
otherwise.
In the event the registrant engages in any transaction described
above at any time commencing from the date of the letter agreement and
continuing for a period of three (3) years thereafter, the registrant
agrees to pay the fees as follows:
(a) four and one-half percent (4.5%) of the total cash or total
value of each Transaction. The total value of each transaction shall
include, but not be limited to, financings, payments, investments,
advance payments or payments made for the benefit of the registrant,
construction, manufacturing, or otherwise from, by or through the
referred entities. By way of illustration, if a transaction provides
for a $4,000,000.00 investment, then the referral fee would be
$180,000.00. Payment in full of the referral fee shall be made within
thirty (30) days of the first to occur of (i) the execution of the
first document evidencing any such Transaction or (ii) transfer of any
monies.
(b) a two percent (2%) override interest in any and all lithium (in
any form or character) extracted/mined/produced or otherwise from any
Amerilithium property /holding worldwide which is part of any
transaction. The override fee shall continue for a period of fifteen
(15) years commencing as of the first date of lithium production
relating to a transaction. The override fee shall be paid monthly
within sixty (60) days of such extraction/mining/production together
with copies of any and all related documentation related to the same in
a kind and amount standard within the mining industry providing similar
information to partners.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99 Letter of Engagement by and between the registrant and M.
Kirk Ludwick dated November 15, 2010 and Addendum.
Dated: December 14, 2010
AMERILITHIUM CORP.
By: /s/Matthew Worrall
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Name: Matthew Worrall
Title: Chief Executive Officer
