INTEGRATED ENERGY SOLUTIONS, INC. - FORM 10-Q

Attached files

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EX-31.2 - EXHIBIT 31.2 - INTEGRATED ENERGY SOLUTIONS, INC.	ex31_2apg.htm
EX-32.2 - EXHIBIT 32.2 - INTEGRATED ENERGY SOLUTIONS, INC.	ex32_2apg.htm
EX-32.1 - EXHIBIT 32.1 - INTEGRATED ENERGY SOLUTIONS, INC.	ex32_1apg.htm
EX-31.1 - EXHIBIT 31.1 - INTEGRATED ENERGY SOLUTIONS, INC.	ex31_1apg.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: March 31, 2012

[ ] 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 as specified in its charter)


Nevada	61-16014254
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

871 Coronado Center Dr., Suite 200

Henderson, NV 89052

(Address of principal executive offices and zip code)

(702) 583-7790

Registrant’s telephone number, including area code)

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 of 1934 during the past 12 months, 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 (§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, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:


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]

As of May 21, 2012, there were 87,548,529 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.	F-1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	3

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	7

Item 4.	Controls and Procedures.	8

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	9

Item 1A.	Risk Factors.	9

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	9

Item 3	Defaults Upon Senior Securities.	9

Item 4.	Mine Safety Disclosures.	9

Item 5.	Other Information.	9

Item 6.	Exhibits.	10

Signatures		10

PART I – FINANCIAL INFORMATION

Item 1.Financial Statements.


AMERILITHIUM CORP.
Formerly Kodiak International Inc.
*Index to Financial Statements*


Balance Sheet:
March 31, 2012 and December 31, 2011	F-2

Statements of Operations:
For the three months ended March 31, 2012 and 2011	F-3

Statements of Cash Flows:
For the three months ended March 31, 2012 and 2011	F-4

Notes to Financial Statements:
March 31, 2012	F-5

F-1


AMERILITHIUM CORP.
Formerly Kodiak International Inc.
*(An Exploration Stage Enterprise)*
*Balance Sheet*

		(Restated - Audited)
	*March 31,*	*December 31,*
	*2012*	*2011*
ASSETS
Current assets:
Cash	$ 361,633	$ 501,202
Total current assets	361,633	501,202

Fixed Assets
Computer Equipment	7,704	7,704
Total Fixed Assets	7,704	7,704
Less Accumulated Depreciation	1,504	1,119
Net Fixed Assets	6,200	6,585

Other Assets
Mining Claims	7,225,000	7,225,000
Other assets
Total Other Assets	7,225,000	7,225,000
Total assets	$ 7,592,833	$ 7,732,787

LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$ 12,559	$ 8,172

Total current liabilities	12,559	8,172

Long-term liabilities:
Convertible Debentures	428,643	469,610

Total long-term liabilities	428,643	469,610

Total liabilities	441,202	477,782

STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 150,000,000 authorized,
82,448,529 and 71,724,104 shares issued and outstanding	82,449	71,724
Capital in excess of par value	9,918,702	9,387,467
Deficit accumulated during the development stage	(2,849,520)	(2,204,186)
Total stockholders' equity	7,151,631	7,255,005
Total liabilities and stockholders' deficit	$ 7,592,833	$ 7,732,787

F-2


AMERILITHIUM CORP.
Formerly Kodiak International Inc.
*(An Exploration Stage Enterprise)*
*Statements of Operations*


			*Cumulative,*
	*Three Months*	*Three Months*	*Inception, February 2,*
	*Ended*	*Ended*	*2004 Through*
	*March 31,*	*March 31,*	*March 31,*
	*2012*	*2011*	*2012*

Sales	$ -	$ -	$ -

Cost of Sales	-	-	-

Cost of Sales	-	-	-

General and administrative expenses:
Salaries	34,500	34,500	456,257
Depreciation and Amortization	385	279	2,494
Mineral Property Expenditures	131,907	170,420	496,018
Legal and professional fees	210,755	32,830	1,156,416
Marketing and Advertising	68,514	1,160	222,944
Insurance	5,581	3,953	44,791
Dues and Subscriptions	2,544	2,352	29,674
Taxes	-	725	725
Other general and administrative	23,156	9,609	104,731
Total operating expenses	477,342	255,828	2,514,050
(Loss) from operations	(477,342)	(255,828)	(2,514,050)

Other income (expense):
Interest Income			-
Currency losses			(10,762)
Interest (expense)	(167,992)		(324,708)
(Loss) before taxes	(645,334)	(255,828)	(2,849,520)

Provision (credit) for taxes on income	-		-
Net (loss)	$ (645,334)	$ (255,828)	$ (2,849,520)

Basic earnings (loss) per common share	$ (0.0084)	$ (0.0038)

Weighted average number of shares outstanding	77,086,317	67,685,664

F-3


AMERILITHIUM CORP.
Formerly Kodiak International Inc.
*(An Exploration Stage Enterprise)*
*Statements of Cash Flows*


			*Cumulative,*
	*Three Months*	*Three Months*	*Inception, February 2,*
	*Ended*	*Ended*	*2004 Through*
	*March 31,*	*March 31,*	*March 31,*
	*2012*	*2011*	*2012*
Cash flows from operating activities:
Net (loss)	$ (645,334)	$ (255,828)	$ (2,849,520)

Adjustments to reconcile net (loss) to cash
provided (used) by developmental stage activities:
Depreciation and Amortization	385	280	1,504
Change in current assets and liabilities:
Inventory			-
Other assets
Accounts payable and accrued expenses	4,387	78,802	12,559
Net cash flows from operating activities	(640,562)	(176,746)	(2,835,457)

Cash flows from investing activities:
Purchase of fixed assets			(7,704)
Purchase of Mining Rights			(7,225,000)
Net cash flows from investing activities	-	-	(7,232,704)

Cash flows from financing activities:
Proceeds from sale of common stock	541,960	222,405	10,001,151
Proceeds/(payments) on Convertible debenture, net of OID	(40,967)		428,643
Stock subscription payable			-
Advances from shareholder		-	-

Net cash flows from financing activities	500,993	222,405	10,429,794
Net cash flows	(139,569)	45,659	361,633

Cash and equivalents, beginning of period	501,202	230,554	-
Cash and equivalents, end of period	$ 361,633	$ 276,213	$ 361,633

Supplemental cash flow disclosures:
Cash paid for interest	$ (167,992)	$ (1,025)	$ (324,708)
Cash paid for income taxes	$ -	$ -	$ -

F-4

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2012

Note 1 - Organization and summary of significant accounting policies:

In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

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 2011 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 $7,225,000 in acquisition of mining rights.

Fair value of financial instruments and derivative financial instruments – We have adopted Accounting Standards Codification regarding Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are 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.

F-1

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2012

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 March 31, 2012, we were engaged in a business and had suffered losses from exploration stage activities to date. In addition, we have minimal operating funds. Although management is currently attempting to identify business opportunities and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, we must rely on our officers to perform essential functions without compensation until a business operation can be commenced.

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:

2010

2011

Refundable Federal income tax attributable to:

Current operations

$(362,462)

$(286,985)

Less, Nondeductible expenses

-0-

-Less, Change in valuation allowance

362,462

286,985

Net refundable amount

F-2

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2012

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

2010

2011

Deferred tax asset attributable to:

Net operating loss carryover

$ 411,902

$698,887

Less, Valuation allowance

( 411,902)

( 698,887)

Net deferred tax asset

At December 31, 2011, an unused net operating loss carryover approximating $2,055,549 is available to offset future taxable income; it expires beginning in 2025.

Note 4 – Cumulative sales of stock

Since its inception, we have issued shares of common stock as follows:

On August 8, 2005, our Directors authorized the issuance of 2,000,000 founder shares at par value of $0.001. These shares are restricted under rule 144 of the Securities Exchange Commission.

On August 28, 2005, our Directors authorized the issuance of 2,000,000 shares of common stock at a price of $0.001 per share as fully paid and non-assessable to the subscriber. These shares are not restricted and are free trading.

On July 14, 2006, our Directors authorized the issuance of 1,100,000 shares of common stock at a price of $0.002 per share as fully paid and non-assessable to the subscriber. These shares are not restricted and are free trading.

On August 21, 2008, our Directors authorized the issuance of 1,500,000 shares of common stock at a price of $0.04 per share as fully paid and non-assessable to the subscriber. These shares are not restricted and are free trading.

On November 18, 2009, our Directors authorized the issuance of 200,000 shares of common stock at a price of $0.25 per share as fully paid and non-assessable to the subscriber. These shares are not restricted and are free trading.

On February 18, 2010 the Company and the Shareholders consented to and authorized an 8 for 1 forward stock split and adjusted the par value to $0.001 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.

F-3

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2012

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.

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, 20,000 to two advisors per their advisory agreements and 250,000 as part of the consultancy agreement.

On June 15, 2011, the Company issued 45,000 shares at $0.25 to three advisors as part of their advisory agreements.

On September 21, 2011, JMJ Financial converted part of their convertible debenture. The Company issued 300,000 shares at $0.124 and reduced the note payable by $37,200.

F-4

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2012

On September 29, 2011, the Company issued 65,000 shares at $0.18 to four advisors as part of their advisory agreements.

On September 29, 2011, the Company issued 200,000 shares at $0.18 as part of the purchase agreement for Clayton Deep extension.

On September 29, 2011, the Company issued 400,000 shares at $0.18 as part of the purchase agreement for Jackson Wash.

On September 29, 2011, JMJ Financial converted part of their convertible debenture. The Company issued 200,000 shares at $0.12 and reduced the note payable by $24,000.

On October 11, 2011 JMJ Financial converted part of their convertible debenture. The Company issued 400,000 shares at $0.112 and reduced the note payable by $44,800.

On November 8, 2011, the Company issued 250,000 shares of stock at $0.14 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 November 11, 2011 JMJ Financial converted part of their convertible debenture. The Company issued 500,000 shares at $0.08 and reduced the note payable by $40,000.

On November 22, 2011 JMJ Financial converted part of their convertible debenture. The Company issued 1,000,000 shares at $0.08 and reduced the note payable by $80,000.

On January 3, 2012, JMJ Financial converted an amount on their convertible debentures. The Company issued 3,500,000 shares at $0.0352 and reduced the note payable by $123,200.

On January 30, 2012, The Company issued $1,149,425 at $0.087 to TCA Global as part of the financing agreement.

On February 9, 2012, JMJ Financial converted an amount on their convertible debentures. The Company issued 1,800,000 shares at $0.06 and reduced the note payable by $108,000.

On February 24, 2012, JMJ Financial converted an amount on their convertible debentures. The Company issued 2,000,000 shares at $0.048 and reduced the note payable by $96,000

On March 14, 2012, the Company issued 50,000 shares at $0.06 to three advisors as part of their advisory agreements.

On March 21, 2012, the Company issued 225,000 shares at $0.08 to GeoXplor as part of the renegotiation of the payment plan on the purchase of mining property.

On March 23, 2012, JMJ Financial converted an amount on their convertible debentures. The Company issued 2,000,000 shares at $0.04688 and reduced the note payable by $93,760.

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

F-5

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2012

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

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.

On September 23, 2011, 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 Jackson Wash which is comprised of 2,450 acres. The purchase price consists of restricted common stock.

On September 23, 2011, 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 an extension of the Clayton Deep property which increases the claim by 1,360 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 of this note was paid off in July 2011.

The Company has a note payable with one of its shareholders. The note is due on February 1, 2012 and

F-6

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2012

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 a convertible promissory note in the amount of $1,850,000. On July 7, 2011, the Company issued an additional convertible promissory note of $540,000 with original issue discount of $40,000. 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 December 31, 2011 the Company has issued and received $845,000 less the amortized original issue interest charge of $37,840.

During 2011, JMJ Financial converted a portion of their convertible debenture into common stock. The Company issued 2,400,000 shares of stock and reduced their convertible note payable by $226,000. The balance of these notes at December 31, 2011 was $619,000.

During 2012, JMJ Financial converted a portion of their convertible debenture into common stock. The company issued 9,300,000 shares of stock and reduced their convertible note payable by $420,960. Additionally, the company incurred a conversion penalty of $8,851, which was recorded as interest expense and added to the liability. The balance of the notes at March 31, 2012 was $206,891.

On January 30, 2012 the Company entered into a security agreement with TCA Global Credit Master Fund LP, related to a $250,000 convertible promissory note. The security agreement grants to TCA a continuing, first priority security interest in all of the Company’s assets. The note bears interest at 12% and is convertible into shares of the Company’s common stock at a price equal to 95% of the lowest daily volume weighted average price. The balance of this note on March 31, 2012 was $250,000.

As part of the financing agreement, the Company issued 1,149,425 shares as a loan fee.

Note 10 – Placement Agent

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.

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.

Note 11 – Subsequent Events:

On April 11, 2012, JMJ Financial converted an amount on their convertible debentures. The Company issued 2,000,000 shares of common stock.

On April 25, 2012, JMJ Financial converted an amount on their convertible debentures. The Company

F-7

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2012

issued 1,300,000 shares of common stock.

On May 7, 2012, JMJ Financial converted an amount on their convertible debentures. The Company issued 1,200,000 shares of common stock.

Note 12 - 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.

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.

F-8

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2012

beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related Accounting Standards Codification 810.10.65, Noncontrolling Interests in Consolidated Financial Statements. The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In February 2007, the Accounting Standards Codification, issued Accounting Standards Codification 810.10.65, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of Accounting Standards Codification 320.10.05. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in Accounting Standards Codification 810.10.65 are elective; however, an amendment to Accounting Standards Codification 320.10.05 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. Accounting Standards Codification 810.10.65 is effective as of the beginning of an entities first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of ASC 810 Fair Value Measurements. The Company will adopt Accounting Standards Codification 810 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.

In September 2006, the Accounting Standards Codification issued Accounting Standards Codification 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not 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.

F-9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This report and other reports filed by our Company from time to time with the SEC contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to us or our management identify forward-looking statements. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto appearing elsewhere in this report.

Plan of Operation

Headquartered in Henderson, Nevada, Amerilithium has amassed a portfolio of properties covering in excess of 727,000 acres in the USA, Canada and Australia.

During 2011, the Company completed the initial three holes of the Company’s drill program on its Paymaster Asset, Nevada, USA and both Gravity and CSAMT (controlled source audio-frequency magnetotellurics) on the Company’s Full Monty, Clayton Deep and Jackson Wash Assets in Nevada, USA. The Company is in the process of using this acquired data to complete an amended drill program for the Company’s Paymaster Asset, along with new programs to cover, Full Monty, Clayton Deep and the Jackson Wash Assets. The Company will then submit the relevant documentation to BLM (Bureau of Land Management) in Nevada for approval.

The Company’s current primary focus over the next twelve months is as follows:

The continued development of our U.S. properties;

The initiation of exploration and development of our Australian properties;

Establish an economically viable lithium resource; and

To strengthen the Company internally by the recruitment of strategic employees and advisors.

It is the Company’s intention to implement a staged drill program focusing on the Company’s Lithium Brine Assets in Nevada, USA once the relevant approvals have been granted. We plan to start this stage of development in the beginning of the 3^rd quarter 2012.

The Company is also in the process of finalizing an initial exploration program for the Company’s Australian assets, specifically related to the potential for both lithium and gold discoveries. The work shall be conducted under the supervision of an appointed strategic partner due to the properties’ geographical location. The initial work and exploration is expected to incorporate the following elements:

Geophysical review and data acquisition;

EIS (Exploration Incentive Scheme) application;

Geomorphology interpretation;

Review tenement status and opportunities;

Develop GIS (Geographic Information Systems) layer of assets and surrounding projects; and

On-site visit.

The Company will then look to extend the exploration program to incorporate drilling. The Company intends to fund the intended exploration with current assets and additional funding from the Company’s current financing agreements. The Company believes that it will require an additional $1.0 million over the next 12 months to achieve its goals. Our ability to continue in existence is dependent on our ability to secure additional funding and commence full-scale 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.

Financing Activities

For the three months ended March 31, 2012, Amerilithium received proceeds from the sale of common stock of $541,960, a convertible debenture, net of OID stock subscription payable of $(40,967). For the three months ended March 31, 2012, Amerilithium had net cash flows from financing activities totaling $500,933.

Results of Operations

For the three months ended March 31, 2012 Compared to three months ended March 31, 2011

We are an exploration stage company and have not yet commenced material operations.

General and Administrative Expenses

For the three months ended March 31, 2012 and 2011, respectively, general and administrative expenses increased from $(477,342) as compared to $(255,828) due to our increased expansion efforts. Amerilithium paid legal and professional fees of $210,755 and $32,830 for the three months ended March 31, 2012 and 2011. The increase in legal and professional fees was due to the ongoing public offering. Additionally, general and administrative expenses for the three months ended March 31, 2012, consisted of salaries of depreciation and amortization of $385, mineral property expenditures of $131,907, marketing

and advertising of $68,514, insurance of $5,581, dues and subscriptions of $2,544 and other general and administrative expenses of $23,156.

Comparatively, for the three months ended March 31, 2011, in addition to the legal and professional fees described above, general and administrative expenses consisted of salaries of $34,500, depreciation and amortization of $279, marketing and advertising of $1,160, insurance of $3,953, dues and subscriptions of $2,352, taxes of $725 and other general and administrative costs of $9,609. The substantial increase between periods was due to increased operations.

The Company’s net loss has increased by $389,506 for the three months ended March 31, 2012, compared to the three months ended March 31, 2011. The Company recorded a loss of $645,334 and $255,828 for the three months ended March 31, 2012 and 2011, respectively. The increase in net loss was due to the expansion of our business operations.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at March 31, 2012, compared to March 31, 2011.


	March 31, 2012		March 31, 2011		Increase/Decrease
Current Assets	$	361,633	$	501,202	$	(139,569)
Current Liabilities	$	12,559	$	8,172	$	4,387
Working Capital	$	349,074	$	493,030	$	(143,956)

At March 31, 2012, we had a working capital of $349,074, as compared to a working capital of $493,030, at March 31, 2011, a decrease of $143,956. The increase is primarily attributable to the Company issuing capital stock and convertible notes during the three months ended March 31, 2012. The Company continues to devote significant resources to continue selling stock until the Company leaves the exploration stage.

On January 30, 2012, the Company entered into a committed equity facility (the “Equity Agreement”) with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“TCA”). Pursuant to the terms of the Equity Agreement, for a period of twenty-four (24) months commencing on the date of effectiveness of the a registration statement, TCA has committed to purchase up to $2,500,000 of the Company’s common stock, par value $0.001 per share.

Additionally, on January 30, 2012, the Company issued a secured convertible promissory note in the principal amount of $250,000 in favor of TCA (the “Convertible Note”). The maturity date of the Convertible Note is January 30, 2013, and the Convertible Note bears interest at a rate of twelve percent (12%) per annum. The Convertible Note is convertible into shares of the Company’s common stock at a price equal to ninety-five percent (95%) of the lowest daily volume weighted average price of the Company’s common stock during the five (5) trading days immediately prior to the date of conversion. The Convertible Note may be prepaid in whole or in part at the Company’s option without penalty.

The Company expects the current resources from the Convertible Note, as well as the resources available from the Equity Agreement once the registration statement is declared effective, will be sufficient for a period of approximately 24 months, depending upon certain funding conditions contained herein, unless significant additional financing is received. Management has determined that general expenditures must be reduced and additional capital will be required in the form of equity or debt securities. In addition, if we cannot raise additional short term capital we will be forced to continue to further accrue liabilities due to our limited cash reserves. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders

will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If adequate funds are not available to us when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy.

Going Concern

At March 31, 2012, 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

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 December 2007, the Accounting Standards Codification 815.10.65, Non-controlling 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 non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling 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 non-controlling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity.

This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Accounting Standards Codification 805.10.10 (revised 2007). The Company will adopt this Statement beginning March 1, 2009.

It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the Accounting Standards Codification, issued Accounting Standards Codification 805.10.10 (revised 2007), Business Combinations.’ This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling 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, Non-controlling 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 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.

Off-Balance Sheet Arrangements

As of March 31, 2012, the Company did not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports we file pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide a reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management designed the disclosure controls and procedures to provide reasonable assurance of achieving the desired control objectives.

We carried out an evaluation, under the supervision and with the participation of our management, including our PEO and PFO, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based upon that evaluation, the PEO and PFO concluded that the Company’s disclosure controls and procedures were ineffective.

(b) Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the quarter ended March 31, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on April 4, 2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of the Company’s equity securities during the quarter ended March 31, 2012, other than those previously reported in a Current Report on Form 8-K.

Item 3. Defaults Upon Senior Securities.

There were no defaults upon senior securities during the quarter ended March 31, 2012.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

There is no other information required to be disclosed under this item which has not been previously reported.

Item 6. Exhibits.


Exhibit No.		Description

4.1		Form of Convertible Promissory Note issued by Amerilithium Corp., Inc. in favor of TCA Global Credit Master Fund, LP dated January 30, 2012 incorporated herein by reference to the Form S-1 Registration Statement filed on February 14, 2012

10.1		Form of Committed Equity Facility Agreement entered into by Amerilithium Corp. and TCA Global Credit Master Fund, LP dated January 30, 2012 incorporated herein by reference to the Form S-1 Registration Statement filed on February 14, 2012.

31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*

31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*

32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	AMERILITHIUM CORP.


Date: May 21, 2012	By:	/s/ Matthew Worrall
		Name: Matthew Worrall
		Title: Chief Executive Officer
		(Principal Executive Officer) (Principal Financial Officer) (Principal Accounting Officer)

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