10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

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

For the quarter ended: September 30, 2011

OR

[   ] 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: 33-155059

AMERILITHIUM CORP.

(Exact name of registrant as specified in its charter)

Nevada	61-1604254
(State or other jurisdiction of	(IRS Employer I.D. No.)
incorporation)

871 Coronado Center Drive

Suite 200

Henderson, Nevada 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 June 26, 2012, there were 90,389,885 shares outstanding of the registrant’s common stock.

EXPLANATORY NOTE

On May 18, 2012, the Company’s sole member of the board of directors (the “Board”) and executive officer, after consultation with the Company’s independent registered public accounting firm, concluded that the Company’s unaudited financial statements for the period ended September 30, 2011, filed in a quarterly report on Form 10-Q with the Securities and Exchange Commission (the “Commission”) on November 18, 2011, contained certain material misstatements. Our financial statements contained in this amended quarterly report on Form 10-Q/A restate a previous error in GAAP accounting for the Company’s convertible debentures. The convertible debentures issued in fiscal year 2011 contain a beneficial conversion feature that was not previously recognized in the financial statement. In accordance with the applicable GAAP standards, the Company calculated and recognized a beneficial conversion feature on the grant date equal to the intrinsic value of the conversion feature. Please see the current report on Form 8-K filed with the Commission on May 21, 2012 and our restated financial statements contained herein.

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.	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	3
Item 4.	Controls and Procedures.	3
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	4
Item 1A.	Risk Factors.	4
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	4
Item 3	Defaults Upon Senior Securities.	4
Item 4.	Mine Safety Disclosures.	4
Item 5.	Other Information.	4
Item 6.	Exhibits.	5
Signatures		6

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

AMERILITHIUM CORP.
Formerly Kodiak International Inc.
Index to Financial Statements
Restated Balance Sheet:
September 30, 2012 and December 31, 2010	F-2
Restated Statements of Operations:
For the three and nine months ended September 30, 2011 and 2010	F-3
Restated Statements of Cash Flows:
For the nine months ended September 30, 2011 and 2010	F-4
Restated Notes to Financial Statements:
September 30, 2011	F-5

F-1

AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Restated Balance Sheet
	(Unaudited)	(Audited)
	September 30,	December 31,
	2011	2010
	(Restated)
ASSETS
Current assets:
Cash	$ 496,491	$ 230,554
Accounts receivable		-
Inventory		-
Total current assets	496,491	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	1,725	887
Net Fixed Assets	5,167	6,005
Other Assets
Mining Claims	7,225,000	7,111,000
Other assets (restated)		-
Total Other Assets	7,225,000	7,111,000
Total assets	$ 7,726,658	$ 7,347,559
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$ 26,881	$ 17,303
Accrued taxes	-	18,360
Notes payable	-	40,000
Total current liabilities	26,881	75,663
Long-term  liabilities:
Convertible Debentures (restated)	471,347
Total long-term liabilities	471,347	-
Total liabilities	498,228	75,663
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 150,000,000 authorized,
69,574,104 and 67,277,224 shares issued and outstanding	69,574	67,277
Capital in excess of par value (restated)	9,107,537	8,416,094
Deficit accumulated during the development stage (restated)	(1,948,681)	(1,211,475)
Total stockholders' equity	7,228,430	7,271,896
Total liabilities and stockholders' deficit	$ 7,726,658	$ 7,347,559

F-2

AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Restated Statements of Operations
					Cumulative,
					Inception,
	Three Months	Three Months	Nine Months	Nine Months	February 2,
	Ended	Ended	Ended	Ended	2004 Through
	September 30,	September 30,	September 30,	September 30,	September 30,
	2011	2010	2011	2010	2011
	(Restated)		(Restated)		(Restated)
Revenue	-	-	-	-	-
General and administrative expenses:
Salaries	47,000	43,257	116,000	145,757	387,257
Depreciation and Amortization	279	279	838	608	1,724
Mineral Property Expenditures	63,832	27,977	258,571	92,977	350,494
Legal and professional fees	43,740	8,785	255,294	50,519	941,340
Marketing and Advertising	5,158	37,898	12,902	102,979	87,029
Insurance	5,581	5,929	15,467	12,234	33,631
Dues and Subscriptions	2,710	484	7,200	11,234	20,669
Taxes	-	18,360	(18,360)	18,360	725
Other general and administrative	15,852	7,650	33,044	17,064	60,306
Total operating expenses	184,152	150,619	680,956	451,732	1,883,175
(Loss) from operations	(184,152)	(150,619)	(680,956)	(451,732)	(1,883,175)
Other income (expense):
Interest Income					-
Currency losses	(2,531)	(12,067)	(2,531)	(18,329)	(10,762)
Interest (expense) (restated)	(53,719)	(25)	(53,719)	(1,025)	(54,744)
(Loss) before taxes	(240,402)	(162,711)	(737,206)	(471,086)	(1,948,681)
Provision (credit) for taxes on income	-		-		-
Net (loss)	$ (240,402)	$ (162,711)	$ (737,206)	$ (471,086)	$ (1,948,681)
Basic earnings (loss) per common share	$ (0.0035)	$ (0.0027)	$ (0.0108)	$ (0.0078)
Weighted average number of shares outstanding	68,447,937	60,566,112	68,447,937	60,566,112

F-3

AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Restated Statements of Cash Flows
			Cumulative,
			Inception,
	Nine Months	Nine Months	February 2,
	Ended	Ended	2004 Through
	September 30,	September 30,	September 30,
	2011	2010	2011
	(Restated)		(Restated)
Cash flows from operating activities:
Net (loss)	$ (737,206)	$ (471,086)	$ (1,948,681)
Adjustments to reconcile net (loss) to cash
provided (used) by developmental stage activities:
Expenses paid by issuance of Common Stock	139,900		501,500
Amortization of bond discount and OID	37,508		37,508
Depreciation and Amortization	838	608	1,725
Change in current assets and liabilities:
Accounts payable and accrued expenses	(8,782)	19,082	26,881
Net cash flows from operating activities	(567,742)	(451,396)	(1,381,067)
Cash flows from investing activities:
Purchase of fixed assets		(6,892)	(6,892)
Purchase of Mining Rights	(6,000)	(301,000)	(301,000)
Net cash flows from investing activities	(6,000)	(307,892)	(307,892)
Cash flows from financing activities:
Proceeds from sale of common stock	201,039	1,046,852	1,714,103
Convertible debenture, net of OID	678,640		471,347
Stock subscription payable			-
Advances from shareholder		(10,000)	-
Proceeds/(Payment) of notes payable	(40,000)	40,000	-
Net cash flows from financing activities	839,679	1,076,852	2,185,450
Net cash flows	265,937	317,564	496,491
Cash and equivalents, beginning of period	230,554	591	-
Cash and equivalents, end of period	$ 496,491	$ 318,155	$ 496,491
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
Interest	$ -	$ -	$ -
Income taxes	$ -	$ -	$ -
SUPPLEMENTAL DISCLOSURE OF
NON-CASH FINANCING AND INVESTING:
Stock issued to acquire assets	$ 108,000	$ 6,810,000	$ 6,918,000
Shares issued to settle convertible debenture	$ 61,200		$ 61,200

F-4

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

RESTATED Notes to Financial Statements

                                                                                                                                                 September 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 three to five years.

Mineral Property Acquisition and Exploration Costs – The company expenses all costs related to the 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 expended $7,225,000 in acquisition of mining rights.

Fair value of financial instruments and derivative 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.

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

F-1

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

RESTATED Notes to Financial Statements

                                                                                                                                                 September 30, 2011

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.  During the periods presented all instruments convertible to common stock are anti-dilutive.  We do not have a complex capital structure requiring the computation of diluted earnings per share.

Note 2 - Uncertainty, going concern:

At December 31, 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. 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 - Restatement:

The financial statements have been revised to correct an error in accounting for the Company’s convertible debentures.  The convertible debentures issued during the year contain a beneficial conversion feature that was not previously recognized.  In accordance with the applicable GAAP, the Company calculated and recognized a beneficial conversion feature on the grant date equal to the intrinsic value of the conversion feature.

The following table represents the effects of the restated statements as of September 30, 2011:

F-2

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

RESTATED Notes to Financial Statements

                                                                                                                                                 September 30, 2011

	Restated 2011	Original 2011
Sales	-	-
Loss	(737,206)	(687,014)
Common Stock	69,574	69,574
Paid in Surplus	9,107,537	8,922,577
Retained Deficit	(1,948,681)	(1,898,489)
Earnings Per Share	(0.0108)	(0.0100)
Convertible Debenture	471,347	656,640
Interest Expense	53,719	3,527
Other Assets	0	34,313

Note 4 - 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.  

F-3

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

RESTATED Notes to Financial Statements

                                                                                                                                                 September 30, 2011

Note 5 – 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.

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.

F-4

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

RESTATED Notes to Financial Statements

                                                                                                                                                 September 30, 2011

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.

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.

F-5

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

RESTATED Notes to Financial Statements

                                                                                                                                                 September 30, 2011

Note 6 – 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.

Note 7 – 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.  

Note 8 – 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 from Nevada Alaska Mining Company, Inc., the Clayton Deep and Full Monty properties situated in Nevada, USA, and comprising 138 claims. The purchase was funded by restricted common stock and cash. The total purchase price was $813,000.

On September 29, 2012 the Company entered into an agreement to purchase from Nevada Alaska Mining Company, Inc., an extension to its Clayton Deep property situated in Nevada, USA, comprising 17 claims. The purchase was funded by restricted common stock and cash. The total purchase price was $42,000.

On September 29, 2012 the Company entered into an agreement to purchase from Robert Craig and Barbara Anne Craig the Jackson Wash property situated in Nevada, USA, comprising 66 claims. The purchase was funded by restricted common stock. The total purchase price was $72,000.

Note 9 – 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 carries and interest rate of 8%.  The note also has an option to convert to common stock at a price of $0.05

F-6

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

RESTATED Notes to Financial Statements

                                                                                                                                                 September 30, 2011

per share.  On April 22, 2010, the Company issued 4,800,000 shares of post-split shares in exchange for this note.

Note 10 – Convertible Debentures:

On June 29, 2011, The Company entered into a 12% 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 $54,400 with original issue discount of $4,400.  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 September 30, 2011 the Company has received proceeds from these notes totaling $680,000 with a total amount due at maturity of $739,840.  Additionally, the company recorded the intrinsic value of the beneficial conversion feature on the grant date.  As of September 30, 2011the convertible debentures had an unamortized  discount of  $154,925.

During 2011, JMJ Financial converted a portion of their convertible debenture into common stock.  The Company issued 500,000 shares of stock and reduced their convertible note payable by $61,200.  The balance of these notes at September 30, 2011 was $656,640, net of $52,368 in original issue discount and $154,925 of intrinsic bond discount.

Note 11 – 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.

Note 12 – Subsequent Events:

On October 11, 2011, JMJ Financial converted an amount on their convertible debentures.  The Company issued 400,000 shares of common stock.

On November 8, 2011, The Company issued 250,000 shares of stock as part of the consultancy agreement.  The amount is granted every six months at its current trading price.  These shares are restricted.

Note 13 - New accounting pronouncements:

Recent Accounting Pronouncements

In December 2010, the FASB issued updated guidance on when and how to perform certain steps of the periodic goodwill impairment test for public entities that may have reporting units with zero or negative carrying amounts. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.  The adoption of this standard update did not impact the Company’s consolidated financial statements.

In May 2011, the FASB issued guidance to amend certain measurement and disclosure requirements related to fair value measurements to improve consistency with international reporting standards. This guidance is

F-7

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

RESTATED Notes to Financial Statements

                                                                                                                                                 September 30, 2011

effective prospectively for public entities for interim and annual reporting periods beginning after December 15, 2011, with early adoption by public entities prohibited. The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.

In June 2011, the FASB issued new guidance on the presentation of comprehensive income that will require a company to present components of net income and other comprehensive income in one continuous statement or in two separate, but consecutive statements. There are no changes to the components that are recognized in net income or other comprehensive income under current GAAP. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011, with early adoption permitted.  The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.

F-8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Plan of Operation

The Company’s plan of operation for the next 12 months is to carry out all remaining geophysical exploration on the Company’s properties located in the State of Nevada. We believe our exploration in Nevada will allow the Company to develop and permit both revised and new drill programs in the region.

Results of Operations

For the Three Months Ended September 30, 2011 Compared to the Three Months Ended September 30, 2010

	For the Three Months Ended September 30,				February 2, 2004 (inception) through September 30,
	2011		2010		2011
Net sales	$	0	$	0	$	0
Gross profit	$	0	$	0	$	0
Total operating expenses	$	184,152	$	150,619	$	1,883,175
(Loss) from operations	$	(184,152)	$	(150,619)	$	(1,883,175)
Net loss	$	(240,402)	$	(162,711)	$	(1,948,681)
Loss per common share – basic and diluted	$	(0.0035)	$	(0.0027)	$	-

We are an exploration stage company and have not yet commenced material operations.  As of September 30, 2011 we have not generated any revenue or profit.

For the three months ended September 30, 2011 and 2010, total operating expenses increased from $150,619 to $184,152 due to increased business operations.  

Our operating expenses for the three months ended September 30, 2011 consisted of salaries of $47,000, depreciation and amortization of $279, mineral property expenditures of $63,832, marketing and advertising of $5,158, insurance of $5,581, dues and subscriptions of $2,710 and other general and administrative expenses of $15,852.  We paid legal and professional fees of $43,740 and $8,785 for the three months ended September 30, 2011 and 2010, respectively.  The increase in legal and professional fees was due to the ongoing public offering.  

Comparatively, for the three months ended September 30, 2010, in addition to the legal and professional fees described above, general and administrative expenses consisted of salaries of $43,257, depreciation and amortization of $279, marketing and advertising of $37,898, insurance of $5,929, dues and subscriptions of $484, taxes of $18,360 and other general and administrative costs of $7,650.  The increase between periods was due to increased operations.  

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at September 30, 2011 and June 30, 2011.

1

	September 30, 2011		June 30, 2011
Current Assets	$	496,491		467,964
Current Liabilities	$	26,881		51,438
Working Capital	$	469,610		416,526

At September 30, 2011 we had a working capital of $469,610, as compared to a working capital of $416,526, at June 30, 2011, an increase of $53,084.  The increase is due to funding received from financing activities.

The Company expects its current resources to be insufficient for a period of approximately 12 months unless additional financing is received. Management has determined that 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.

For the Three Months Ended March 31, 2012 Compared to the Three Months Ended March 31, 2011

Net cash used in operating activities for the nine months ended September 30, 2011 and 2010 was $(567,742) and $(451,396), respectively. The net loss for the nine months ended September 30, 2011 and 2010 was $(737,206) and $(471,086), respectively. Cash used in operating activities for the nine months ended September 30, 2011 and 2010 was primarily for mineral property expenditures and legal and professional fees.

Net cash obtained through all financing activities for the nine months ended September 30, 2011 and 2010, was $839,679 and 1,076,852, respectively. Cash obtained through financing activities for the nine months ended September 30, 2011 and 2010 consisted of proceeds from the sale of our common stock, convertible debentures, and advances from shareholders.

Our auditors have expressed their substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our management has no formal plan in place to address this concern but considers that we will be able to obtain additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available.

Going Concern

At September 30, 2011, we were engaged in business operations and had suffered losses from exploration stage activities to date. In addition, we have minimal operating funds. Although management is currently attempting to identify business opportunities and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, we must rely on our officers to perform essential functions without compensation until a business operation can be commenced.  No amounts have been recorded in the accompanying financial statements for the value of officers’ services, as it is not considered material.

These factors raise 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.

2

Critical Accounting Policies

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements require the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.

The methods, estimates, and judgment we use in applying our most critical accounting policies have a significant impact on the results we report in our financial statements. The SEC has defined “critical accounting policies” as those accounting policies that are most important to the portrayal of our financial condition and results, and require us to make our most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based upon this definition, our most critical estimates relate to the fair value of warrant liabilities. We also have other key accounting estimates and policies, but we believe that these other policies either do not generally require us to make estimates and judgments that are as difficult or as subjective, or it is less likely that they would have a material impact on our reported results of operations for a given period. For additional information see Note 2, “Summary of Significant Accounting Policies” in the notes to our reviewed financial statements appearing elsewhere in this report. Although we believe that our estimates and assumptions are reasonable, they are based upon information presently available, and actual results may differ significantly from these estimates.

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.

(a) Evaluation of Disclosure Controls and Procedures.

In connection with the preparation of this amended quarterly report on Form 10-Q for the quarter ended September 30, 2011, our Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our PEO and PFO concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b) Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3

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.

On September 21, 2011, JMJ Financial converted part of its convertible debenture.  Pursuant to the conversion the Company issued 300,000 shares at $0.124 and reduced the note payable by $37,200. The issuance of such securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

On September 29, 2011, the Company issued 65,000 shares at $0.18 to four advisors as part of their advisory agreements. The issuance of such securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

On September 29, 2011, the Company issued 200,000 shares at $0.18 as part of the purchase agreement for Clayton Deep extension. The issuance of such securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

On September 29, 2011, the Company issued 400,000 shares at $0.18 as part of the purchase agreement for Jackson Wash. The issuance of such securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

On September 29, 2011, JMJ Financial converted part of their convertible debenture.  Pursuant to the conversion, the Company  issued 200,000 shares at $0.12 and reduced the note payable by $24,000. The issuance of such securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

There were no other unregistered sales of the Company’s equity securities during the quarter ended September 30, 2011, other than those previously reported in a Current Report on Form 8-K.

Item 3. Defaults Upon Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

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.

4

Item 6. Exhibits.

Exhibit No.	Description
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*
*Filed herewith

5

SIGNATURES

Pursuant to 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: June 26, 2012	By:	/s/ Matthew Worrall
		Name: Matthew Worrall
		Title: Chief Executive Officer
		(Principal Executive Officer) (Principal Financial Officer) (Principal Accounting Officer)

6

EX-31.1

Exhibit 31.1

OFFICER'S CERTIFICATION PURSUANT TO SECTION 302

I, Matthew Worrall, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Amerilithium Corp.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

June 26, 2012

By:	/s/ Matthew Worrall
	Name:    Matthew Worrall
	Title:      Principal Executive Officer

EX-31.2

Exhibit 31.2

OFFICER'S CERTIFICATION PURSUANT TO SECTION 302

I, Matthew Worrall, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Amerilithium Corp.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

June 26, 2012

By:	/s/ Matthew Worrall
	Name:    Matthew Worrall
	Title:      Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Amerilithium Corp. on Form 10-Q for the quarter ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew Worrall, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that:

(1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 26, 2012

By:	/s/ Matthew Worrall
	Name:    Matthew Worrall
	Title:      Principal Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Amerilithium Corp. on Form 10-Q for the quarter ended September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew Worrall, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that:

(1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 26, 2012

By:	/s/ Matthew Worrall
	Name:    Matthew Worrall
	Title:      Principal Financial Officer

XML

Federal income tax:

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Federal income tax:

Note 4 - 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.

XML

Restatement:

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Restatement

Note 3 - Restatement

The financial statements have been revised to correct an error in accounting for the Company’s convertible debentures. The convertible debentures issued during the year contain a beneficial conversion feature that was not previously recognized. In accordance with the applicable GAAP, the Company calculated and recognized a beneficial conversion feature on the grant date equal to the intrinsic value of the conversion feature.

The following table represents the effects of the restated statements as of September 30, 2011:

	Restated 2011	Original 2011
Sales	-	-
Loss	(737,206)	(687,014)
Common Stock	69,574	69,574
Paid in Surplus	9,107,537	8,922,577
Retained Deficit	(1,948,681)	(1,898,489)
Earnings Per Share	(0.0108)	(0.0100)
Convertible Debenture	471,347	656,640
Interest Expense	53,719	3,527
Other Assets	0	34,313

XML

Balance Sheet (USD $)	Sep. 30, 2011	Dec. 31, 2010
Current assets:
Cash	$ 496,491	$ 230,554
Accounts receivable	0	0
Inventory	0	0
Total current assets	496,491	230,554
Fixed Assets
Furniture and Equipment	0	0
Computer Equipment	6,892	6,892
Leasehold Improvements	0	0
Total Fixed Assets	6,892	6,892
Less Accumulated Depreciation	1,725	887
Net Fixed Assets	5,167	6,005
Other Assets
Mining Claims	7,225,000	7,111,000
Other assets (restated)	0	0
Total Other Assets	7,225,000	7,111,000
Total assets	7,726,658	7,347,559
Current liabilities:
Accounts payable and accrued expenses	26,881	17,303
Accrued taxes	0	18,360
Notes payable	0	40,000
Total current liabilities	26,881	75,663
Long-term liabilities:
Convertible Debentures (restated)	471,347	0
Total long-term liabilities	471,347	0
Total liabilities	498,228	75,663
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 150,000,000 authorized, 69,574,104 and 67,277,224 shares issued and outstanding	69,574	67,277
Capital in excess of par value (restated)	9,107,537	8,416,094
Deficit accumulated during the development stage (restated)	(1,948,681)	(1,211,475)
Total stockholders' equity	7,228,430	7,271,896
Total liabilities and stockholders' deficit	$ 7,726,658	$ 7,347,559

XML

Organization and summary of significant accounting policies:

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Organization and summary of significant accounting policies:

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 Corpformerly 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 three to five years.

Mineral Property Acquisition and Exploration Costs – The company expenses all costs related to the 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 expended $7,225,000 in acquisition of mining rights.

Fair value of financial instruments and derivative 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.

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. During the periods presented all instruments convertible to common stock are anti-dilutive. We do not have a complex capital structure requiring the computation of diluted earnings per share.

XML

Uncertainty, going concern:

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Uncertainty, going concern:

Note 2 - Uncertainty, going concern:

At December 31, 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. 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.

XML

Balance Sheet (Parenthetical) (USD $)	Sep. 30, 2011	Dec. 31, 2010
COMMON STOCK
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	150,000,000	150,000,000
Common stock, issued	69,574,104	67,277,224

XML

Subsequent Events:

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Subsequent Events:

Note 12 – Subsequent Events:

On October 11, 2011, JMJ Financial converted an amount on their convertible debentures. The Company issued 400,000 shares of common stock.

On November 8, 2011, The Company issued 250,000 shares of stock as part of the consultancy agreement. The amount is granted every six months at its current trading price. These shares are restricted.

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2011	Jun. 26, 2012
Document And Entity Information
Entity Registrant Name	Amerilithium Corp.
Entity Central Index Key	0001448763
Document Type	10-Q
Document Period End Date	Sep. 30, 2011
Amendment Flag	true
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		90,389,885
Amendment Description	Restated Financials
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2011

XML

New accounting pronouncements:

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

New accounting pronouncements:

Note 13 - New accounting pronouncements:

Recent Accounting Pronouncements

In December 2010, the FASB issued updated guidance on when and how to perform certain steps of the periodic goodwill impairment test for public entities that may have reporting units with zero or negative carrying amounts. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.  The adoption of this standard update did not impact the Company’s consolidated financial statements.

In May 2011, the FASB issued guidance to amend certain measurement and disclosure requirements related to fair value measurements to improve consistency with international reporting standards. This guidance is effective prospectively for public entities for interim and annual reporting periods beginning after December 15, 2011, with early adoption by public entities prohibited. The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.

In June 2011, the FASB issued new guidance on the presentation of comprehensive income that will require a company to present components of net income and other comprehensive income in one continuous statement or in two separate, but consecutive statements. There are no changes to the components that are recognized in net income or other comprehensive income under current GAAP. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011, with early adoption permitted.  The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.

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Statements of Operations (USD $)	3 Months Ended		9 Months Ended		92 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011
REVENUE
Revenue	$ 0	$ 0	$ 0	$ 0	$ 0
General and administrative expenses:
Salaries	47,000	43,257	116,000	145,757	387,257
Depreciation and Amortization	279	279	838	608	1,724
Mineral Property Expenditures	63,832	27,977	258,571	92,977	350,494
Legal and professional fees	43,740	8,785	255,294	50,519	941,340
Marketing and Advertising	5,158	37,898	12,902	102,979	87,029
Insurance	5,581	5,929	15,467	12,234	33,631
Dues and Subscriptions	2,710	484	7,200	11,234	20,669
Taxes	0	18,360	(18,360)	18,360	725
Other general and administrative	15,852	7,650	33,044	17,064	60,306
Total operating expenses	184,152	150,619	680,956	451,732	1,883,175
(Loss) from operations	(184,152)	(150,619)	(680,956)	(451,732)	(1,883,175)
Other income (expense):
Interest Income	0	0	0	0	0
Currency losses	(2,531)	(12,067)	(2,531)	(18,329)	(10,762)
Interest (expense) (restated)	(53,719)	(25)	(53,719)	(1,025)	(54,744)
(Loss) before taxes	(240,402)	(162,711)	(737,206)	(471,086)	(1,948,681)
Provision (credit) for taxes on income	0	0	0	0	0
Net (loss)	$ (240,402)	$ (162,711)	$ (737,206)	$ (471,086)	$ (1,948,681)
Basic earnings (loss) per common share	$ (0.0035)	$ (0.0027)	$ (0.0108)	$ (0.0078)
Weighted average number of shares outstanding	68,447,937	60,566,112	68,447,937	60,566,112

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Financing Agreement:

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Financing Agreement:

Note 7 – 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.

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Employment and Consulting Agreements:

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Employment and Consulting Agreements:

Note 6 – 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.

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Convertible Debentures:

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Convertible Debentures:

 Note 10 – Convertible Debentures:

On June 29, 2011, The Company entered into a 12% 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 $54,400 with original issue discount of $4,400. 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 September 30, 2011 the Company has received proceeds from these notes totaling $680,000 with a total amount due at maturity of $739,840. Additionally, the company recorded the intrinsic value of the beneficial conversion feature on the grant date. As of September 30, 2011the convertible debentures had an unamortized discount of $154,925.

During 2011, JMJ Financial converted a portion of their convertible debenture into common stock. The Company issued 500,000 shares of stock and reduced their convertible note payable by $61,200. The balance of these notes at September 30, 2011 was $656,640, net of $52,368 in original issue discount and $154,925 of intrinsic bond discount.

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Mining Rights:

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Mining Rights:

Note 8 – 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 from Nevada Alaska Mining Company, Inc., the Clayton Deep and Full Monty properties situated in Nevada, USA, and comprising 138 claims. The purchase was funded by restricted common stock and cash. The total purchase price was $813,000.

On September 29, 2012 the Company entered into an agreement to purchase from Nevada Alaska Mining Company, Inc., an extension to its Clayton Deep property situated in Nevada, USA, comprising 17 claims. The purchase was funded by restricted common stock and cash. The total purchase price was $42,000.

On September 29, 2012 the Company entered into an agreement to purchase from Robert Craig and Barbara Anne Craig the Jackson Wash property situated in Nevada, USA, comprising 66 claims. The purchase was funded by restricted common stock. The total purchase price was $72,000.

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Notes Payable:

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Notes Payable:

Note 9 – 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 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.

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Placement Agent:

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Placement Agent:

Note 11 – 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.

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Statements of Cash Flows (USD $)	9 Months Ended		92 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011
Cash flows from operating activities:
Net (loss)	$ (737,206)	$ (471,086)	$ (1,948,681)
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities:
Expenses paid by issuance of Common Stock:	139,900		501,500
Amortization of bond discount and OID	37,508		37,508
Depreciation and Amortization	838	608	1,725
Change in current assets and liabilities:
Accounts payable and accrued expenses	(8,782)	19,082	26,881
Net cash flows from operating activities	(567,742)	(451,396)	(1,381,067)
Cash flows from investing activities:
Purchase of fixed assets	0	(6,892)	(6,892)
Purchase of Mining Rights	(6,000)	(301,000)	(301,000)
Net cash flows from investing activities	(6,000)	(307,892)	(307,892)
Cash flows from financing activities:
Proceeds from sale of common stock	201,039	1,046,852	1,714,103
Convertible debenture, net of OID	678,640	0	471,347
Stock subscription payable	0	0	0
Advances from shareholder	0	(10,000)	0
Proceeds/(Payment) of notes payable	(40,000)	40,000	0
Net cash flows from financing activities	839,679	1,076,852	2,185,450
Net cash flows	265,937	317,564	496,491
Cash and equivalents, beginning of period	230,554	591	0
Cash and equivalents, end of period	496,491	318,155	496,491
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
Interest	0	0	0
Income taxes	0	0	0
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING:
Stock issued to acquire assets	108,000	6,810,000	6,918,000
Shares issued to settle convertible debenture	$ 61,200	$ 0	$ 61,200

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Cumulative sales of stock:

9 Months Ended

Sep. 30, 2011

Notes to Financial Statements

Cumulative sales of stock:

 Note 5 – 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.

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.

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.