Attached files
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended June 30, 2011
-OR-
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities And Exchange Act of 1934 for the transaction 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.)
871 Coronado Center Dr., Suite 200
Henderson, Nevada 89052
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: 702-583-7790
Indicate by check mark whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [x] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (section 232.405 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 is a large accelerated
filer, an accelerated filer, a non-accelerate filer, or a small
reporting company as defined by Rule 12b-2 of the Exchange Act):
Large accelerated filer [ ] Non-accelerated filer [ ]
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]
The number of outstanding shares of the registrant's common stock,
August 15, 2011: Common Stock - 68,409,104
2
Amerilithium Corp.
FORM 10-Q
For the quarterly period ended June 30, 2011
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 20
Item 3. Quantitative and Qualitative Disclosure About
Market Risk 24
Item 4. Controls and Procedures 24
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 25
Item 1A. Risk Factors 25
Item 2. Unregistered Sales of Equity Securities and Use
of Proceeds 25
Item 3. Defaults upon Senior Securities 25
Item 4. Removed and Reserved 25
Item 5. Other Information 25
Item 6. Exhibits 25
SIGNATURES
3
AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Balance Sheet
(Unaudited) (Audited)
June 30, December 31,
2011 2010
---------- ----------
ASSETS
Current assets:
Cash $ 467,964 $ 230,554
Accounts Receivable - -
Inventory - -
---------- ----------
Total current assets 467,964 230,554
---------- ----------
Fixed Assets
Furniture and Equipment - -
Computer Equipment 6,892 6,892
Leasehold Improvements - -
---------- ----------
Total Fixed Assets 6,892 6,892
Less Accumulated Depreciation 1,446 887
---------- ----------
Net Fixed Assets 5,446 6,005
---------- ----------
Other Assets
Mining Claims 7,111,000 7,111,000
Other Assets 37,840 -
---------- ----------
Total Other Assets 7,148.840 7,111,000
---------- ----------
Total Assets $7,622,250 $7,347,559
========== ==========
LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses $ 11,438 $ 17,303
Accrued taxes - 18,360
Notes payable 40,000 40,000
---------- ----------
Total current liabilities 51,438 75,663
---------- ----------
Long-term liabilities:
Convertible Debentures 467,840 -
---------- ----------
Total long-term liabilities 467,840 -
---------- ----------
Total Liabilities 519,278 75,663
---------- ----------
4
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value,
150,000,000 authorized, 68,409,104
and 67,277,224 shares issued and outstanding 68,409 67,277
Capital in excess of par value 8,742,842 8,416,094
Deficit accumulated during the
development stage (1,708,279) (1,211,475)
---------- ----------
Total stockholders' equity 7,102,972 7,271,896
---------- ----------
Total liabilities and stockholders' deficit $7,622,250 $7,347,559
========== ==========
5
AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Statements of Operations
Cumulative,
Inception,
Three Months Three Months Six Months Six Months February 2,
Ended Ended Ended Ended 2004 Through
June 30, June 30, June 30, June 30, June 30,
2011 2010 2011 2010 2011
---------- ---------- ---------- ---------- -----------
Sales $ - $ - $ - $ - $ -
---------- ---------- ---------- ---------- -----------
Cost of Sales - - - - -
---------- ---------- ---------- ---------- -----------
Cost of Sales - - - - -
General and administrative expenses:
Salaries 34,500 49,500 69,000 102,500 340,257
Depreciation and
Amortization 279 279 559 329 1,446
Mineral Property
Expenditures 24,319 65,000 194,740 65,000 286,662
Legal and professional fees 178,725 17,777 211,555 41,735 897,600
Marketing and Advertising 6,584 36,920 7,744 65,081 81,871
Insurance 5,934 6,304 9,886 6,304 28,050
Dues and Subscriptions 2,138 1,923 4,490 10,750 17,959
Taxes (18,360) - (18,360) - 725
Other general and
administrative 6,857 8,824 17,190 9,414 44,454
---------- ---------- ---------- ---------- -----------
Total operating expenses 240,976 186,527 496,804 301,113 1,699,023
---------- ---------- ---------- ---------- -----------
(Loss) from operations (240,976) (186,527) (496,804) (301,113) (1,699,023)
---------- ---------- ---------- ---------- -----------
Other income (expense):
Interest income -
Currency losses - (4,579) - (6,262) (8,231)
Interest (expense) - (600) - (1,000) (1,025)
---------- ---------- ---------- ---------- -----------
(Loss) before taxes (240,976) (191,706) (496,804) (308,375) (1,708,279)
---------- ---------- ---------- ---------- -----------
Provision (credit) for
taxes on income - - - - -
---------- ---------- ---------- ---------- -----------
Net (loss) $ (240,976) $ (191,706) $ (496,804) $ (308,375) $(1,708,279)
========== ========== ========== ========== ===========
Basic earnings (loss)
per common share $ (0.0035) $ (0.0032) $ (0.0073) $ (0.0051)
========== ========== ========== ==========
6
Weighted average number of
shares outstanding 68,094,262 59,892,362 68,094,262 59,892,362
========== ========== ========== ==========
****Prior year weighted shares have been adjusted for 8:1 forward stock
split.
7
AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Statements of Cash Flows
Cumulative,
Inception,
Six Months Six Months February 2,
Ended Ended June 30,
2011 2010 2011
--------- --------- -----------
Cash flows from operating activities:
Net (loss) $(496,804) $(308,375) $(1,708,279)
Adjustments to reconcile net
(loss) to cash provided (used)
by developmental stage activities:
Depreciation and Amortization 559 329 1,446
Change in current assets
and liabilities:
Inventory -
Deposits -
Accounts payable and
accrued expenses (24,225) 239 11,438
--------- --------- -----------
Net cash flows from
operating activities (520,470) (307,807) (1,695,395)
--------- --------- -----------
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 327,880 6,418,856 8,811,251
Convertible debenture, net of OID 430,000 430,000
Stock subscription payable 1,238,000 -
Advances from shareholder (10,000) -
Proceeds/(Payment) of notes payable 290,000 40,000
--------- --------- -----------
Net cash flows from
financing activities 757,880 7,936,856 9,281,251
--------- --------- -----------
Net cash flows 237,410 511,157 467,964
8
Cash and equivalents,
beginning of period 230,554 591 -
--------- --------- -----------
Cash and equivalents, end of period $ 467,964 $ 511,748 $ 467,964
========= ========= ===========
Supplemental cash flow disclosures:
Cash paid for interest $ - $ - $ -
Cash paid for income taxes $ - $ - $ -
9
AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Notes to Financial Statements
June 30, 2011
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 2010
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 $7,110,000 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.
10
AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Notes to Financial Statements
June 30, 2011
Note 1 - Organization and summary of significant accounting policies:
(Continued)
These fair value estimates 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 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 June 30, 2011, 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.
11
AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Notes to Financial Statements
June 30, 2011
Note 2 - Uncertainty, going concern: (continued)
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.
12
AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Notes to Financial Statements
June 30, 2011
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
$0.001 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.
13
AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Notes to Financial Statements
June 30, 2011
Note 4 - Cumulative sales of stock: (continued)
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 have been fully
issued in July 2010.
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.
On January 21, 2011, the Company issued 20,000 shares at $0.29 per
share as part of the advisory agreements.
On March 7, 2011, the Company issued 751,880 shares at $0.40 to Sunrise
Energy Investments as part of the financing agreement draw down.
14
AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Notes to Financial Statements
June 30, 2011
Note 4 - Cumulative sales of stock: (continued)
On March 23, 2011, the Company issued 45,000 shares at $0.37 to three
advisors as part of the advisory agreements.
On May 3, 2011, the Company issued 270,000 shares at $0.35 to two
advisors per their advisory agreements.
On June 15, 2011, the Company issued 45,000 shares at $0.25 to three
advisors as part of their 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.
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.
As of March 31, 2011, the Company has drawn $1,400,000 and has issued
1,970,771 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. The purchase is
funded by restricted common stock shares. The total purchase price was
$2,280,000
15
AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Notes to Financial Statements
June 30, 2011
Note 7 - Mining Rights (continued)
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.
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 June 30, 2011 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 - Convertible Debentures:
On June 29, 2011, The Company entered into a Note Purchase Agreement
with JMJ Financial in which the Company issued to JMJ Financial
convertible promissory notes in the amount of $1,850,000. These notes
are convertible into shares of the Company's common stock based on 80%
of the lowest trade price in the 25 days pervious to the conversion.
The Notes have a maturity of three years and each bear an 8% one-time
original issue discount interest charge, payable on issuance. As of
June 30, 2011 the Company has issued and received $467,870 less the
original issue interest charge of $37,840.
Note 10 - Subsequent Events:
On July 22, 2011, the registrant entered into a letter engagement with
MidSouth Capital, Inc. to act as a non-exclusive financial advisor,
investment bank and placement agent on a best efforts basis.
16
AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Notes to Financial Statements
June 30, 2011
Note 10 - Subsequent Events: (continued)
MidSouth agrees to introduce the registrant to certain potential
investor candidates. Upon written request from the registrant, MidSouth
may designate independent counsel to prepare the appropriate documents,
including subscription and escrow agreement, with regard to the terms
of any financial transactions and the closing thereof. The registrant
is responsible for any and all reasonable expenses associated with the
offering and the closing documents, escrow and escrow agent. However
incurrence of all such expenses shall require the prior written consent
for those expenses from the registrant.
Restricted Stock: Additionally, the registrant agrees to grant MidSouth
50,000 shares of restricted stock per every $100,000 raised for a
period of two (2) years.
On July 7, 2011, JMJ Financial executed the first of ten promissory
notes and paid $50,000 as an initial payment. As a result, the six
month period started on July 7, 2011.
On July 27, 2011, the registrant entered into a geophysical service
agreement with Magee Geophysical Services LLC Contractor. Magee agreed
to conduct during the approximate period of August, 2011, a gravity
survey over an area specified by the registrant over the Clayton Deep
Prospect in Esmeralda County, Nevada.
Note 11 - 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.
17
AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Notes to Financial Statements
June 30, 2011
Note 11 - 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.
18
AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Notes to Financial Statements
June 30, 2011
Note 11 - New accounting pronouncements: (continued)
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 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.
19
AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Notes to Financial Statements
June 30, 2011
Note 11 - New accounting pronouncements: (continued)
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.
20
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Trends and Uncertainties
------------------------
Amerilithium 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 impurities in the minerals and
volume limitations.
Investing Activities
--------------------
For the six months ended June 30, 2011, Amerilithium did not pursue any
investing activities.
For the six months ended June 30, 2010, Amerilithium purchased fixed
assets of $6,892 and mining rights of $7,111,000. As a result, net
cash flows from investing activities for the six months ended June 30,
2011 were $7,117,892.
Financing Activities
--------------------
For the six months ended June 30, 2011, Amerilithium received proceeds
from the sale of common stock of $327,880 and a convertible debenture,
net of OID stock subscription payable of $430,000 resulting in net cash
flows from financing activities of $757,800.
For the six months ended June 30, 2010, Amerilithium received proceeds
from the sale of common stock of $6,418,856 and stock subscriptions
payable of $1,238,000. Additionally, Amerilithium received advances
from shareholder of $10,000 and proceeds of notes payable of $290,000.
As a result, net cash flows from financing activities were $7,936,856
for the six months ended June 30, 2011.
Results of Operations
---------------------
We are an exploration stage company and have not yet commenced material
operations.
For the three months ended June 30, 2011 and 2010, general and
administrative expenses increased from $186,527 to $240,976 due to
increased operations. Amerilithium paid legal and professional fees of
$178,725 and $17,777 for the three months ended June 30, 2011 and 2010.
The substantial increase in legal and professional fees was due to the
ongoing public offering. Additionally, general and administrative
expenses for the three months ended June 30, 2011 consisted of salaries
of $34,500, depreciation and amortization of $279, mineral property
expenditures of $24,319, marketing and advertising of $6,584, insurance
of $5,934, dues and subscriptions of $2,138, tax credit of $(18,360)
and other general and administrative expenses of $6,857.
Comparatively, for the three months ended June 30, 2010, in addition to
the legal and professional fees described above, general and
administrative expenses consisted of salaries of $49,500, depreciation
21
and amortization of $279, marketing and advertising of $36,920 and
other general and administrative costs of $10,747. The substantial
increase between periods was due to increased operations.
For the six months ended June 30, 2011 and 2010, general and
administrative expenses increased from $301,113 to $496,804 due to
increased operations. Amerilithium paid legal and professional fees of
$211,555 and $41,735 for the six months ended June 30, 2011 and 2010.
The substantial increase in legal and professional fees was due to the
ongoing public offering. Additionally, general and administrative
expenses for the three months ended June 30, 2011 consisted of salaries
of $69,000, depreciation and amortization of $559, mineral property
expenditures of $194,740, marketing and advertising of $7,744,
insurance of $9,886, dues and subscriptions of $4,490, tax credit of
$(18,360) and other general and administrative expenses of $17,190.
Comparatively, for the six months ended June 30, 2010, in addition to
the legal and professional fees described above, general and
administrative expenses consisted of salaries of $102,500, depreciation
and amortization of $329, marketing and advertising of $41,735,
insurance of $6,304, dues and subscriptions of $10,750 and other
general and administrative costs of $9,414. The substantial increase
between periods was due to increased operations.
Plan of Operation
-----------------
Our ability to continue in existence is dependent on our ability to
secure additional funding and comment full scale operations.
Going Concern
-------------
At June 30, 2011, 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.
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.
Recent 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
22
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.
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
23
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 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 entity's 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 Accounting Standards Codification 810.10.65 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 820.10.05, 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
24
statements for an interim period within that fiscal year. The Company
adopted 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 3. Quantitative and Qualitative Disclosures About Market Risk
We do not consider the effects of interest rate movements to be a
material risk to our financial condition. We do not hold any
derivative instruments and do not engage in any hedging activities.
Item 4. Controls and Procedures.
During the period ended June 30, 2011, there were no changes in our
internal controls over financial reporting (as defined in Rule 13a-
15(f) and 15d-15(f) under the Exchange Act) that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we
conducted an evaluation of our disclosure controls and procedures, as
such term is defined under Rule 13a-15(e) and Rule 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended, as
of June 30, 2011. Based on this evaluation, our chief executive
officer and chief principal financial officers have concluded such
controls and procedures to be effective as of June 30, 2011 to ensure
that information required to be disclosed by the issuer in the reports
that it files or submits under the Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission's rules and forms and to ensure that information required to
be disclosed by an issuer in the reports that it files or submits under
the Act is accumulated and communicated to the issuer's management,
including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
25
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. not applicable.
Item 1A. Risk Factors. not applicable
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On May 3, 2011, Amerilithium issued 270,000 shares at $0.35 to two
advisors per their advisory agreements.
On June 15, 2011, Amerilithium issued 45,000 shares at $0.25 to three
advisors as part of their advisory agreements.
All of the above restricted common shares were issued pursuant to an
exemption from registration under Section 4(2) of the Securities Act of
1933.
Item 3. Defaults Upon Senior Securities.
not applicable.
Item 4. (Removed and Reserved)
Item 5. Other Information. not applicable.
Item 6. Exhibits
Exhibit 31 - Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 32 - Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
XBRL
26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: August 15, 2011
AMERILITHIUM CORP.
By: /s/Matthew Worrall
---------------------------
Matthew Worrall, Principal Executive Officer
