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: June 30, 2013

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: 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 August 19, 2013, there were 193,354,662 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	7
Item 4.	Controls and Procedures.	7
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	8
Item 1A.	Risk Factors.	8
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	8
Item 3	Defaults Upon Senior Securities.	8
Item 4.	Mine Safety Disclosures.	8
Item 5.	Other Information.	8
Item 6.	Exhibits.	8
Signatures		9

2

PART I – FINANCIAL INFORMATION

Item 1.Financial Statements.

AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Index to Financial Statements
Balance Sheets:
June 30, 2013 and December 31, 2012	F-1
Statements of Operations:
For the three and six months ended June 30, 2013 and 2012	F-2
and from Inception (February 2, 2004) through June 30, 2013
Statements of Cash Flows:
For the six months ended June 30, 2013 and 2012	F-3
and from Inception (February 2, 2004) through June 30, 2013
Notes to Financial Statements:
June 30, 2013	F-4

3

AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Balance Sheets
Unaudited
	June 30,	December 31,
	2013	2012
ASSETS
Current assets:
Cash	$ 70,605	$ 215,245
Prepaid expense	-	1,200
Unamortized loan fees	7,145	33,967
Total current assets	77,750	250,412
Fixed assets
Computer equipment, net	1,866	4,670
Furniture and equipment, net	-	2,244
Total fixed assets	1,866	6,914
Other assets
Mining claims	5,178,880	5,178,880
Total assets	$ 5,258,496	$ 5,436,206
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$ 99,210	$ 42,491
Advances from shareholder	-	-
Convertible notes net of unamortized discount of
$38,972 and $1,080, respectively - current	234,674	262,079
Total current liabilities	333,884	304,570
Long-term  liabilities:
Convertible notes, net of unamortized discount of
$16,722 and $40,197, respectively	92,204	128,831
Total long-term liabilities	92,204	128,831
Total liabilities	426,088	433,401
STOCKHOLDERS' EQUITY
Series A Preferred stock, $0.001 par value, 10,000,000 authorized,
51 issued and outstanding,	-	-
Common stock, $0.001 par value, 500,000,000 authorized,
161,354,662 and 117,458,776 shares issued and outstanding	161,355	117,459
Additional paid-in capital	10,990,455	10,683,838
Stock payable	28,489	14,100
Deficit accumulated during exploration stage	(6,347,891)	(5,812,592)
Total stockholders' equity	4,832,408	5,002,805
Total liabilities and stockholders' equity	$ 5,258,496	$ 5,436,206
See accompanying notes to consolidated financial statements.

F-1

AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Sate Enterprise)
Statements of Operations
Unaudited
	Three months ended		Six months ended		From inception (February 2, 2004) through
	June 30,		June 30,		June 30,
	2013	2012	2013	2012	2013
Revenue	$ -	$ -	$ -	$ -	$ -
General and administrative expenses	19,991	65,220	55,451	164,399	609,027
Exploration expenses	9,398	14,362	48,184	146,270	705,930
Impairment losses	-	-	-	-	2,046,120
Salaries	34,500	34,500	69,000	69,000	641,007
Professional fees	64,647	34,441	156,735	246,196	1,282,386
Total operating expenses	128,536	148,523	329,370	625,865	5,284,470
Loss from operations	(128,536)	(148,523)	(329,370)	(625,865)	(5,284,470)
Other expense:
Interest expense	(90,167)	(156,313)	(205,929)	(324,305)	(1,063,421)
Total other expenses	(90,167)	(156,313)	(205,929)	(324,305)	(1,063,421)
Net loss	$ (218,703)	$ (304,836)	$ (535,299)	$ (950,170)	$ (6,347,891)
Weighted average number of shares
outstanding-basic	150,981,329	81,056,995	141,651,300	81,056,995
Net loss per share - basic	$ (0.00)	$ 0.01	$ (0.00)	$ 0.01
See accompanying notes to consolidated financial statements.

F-2

AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Statements of Cash Flows
Unaudited
			From inception
	Six months	Six months	(February 2,
	ended	ended	2004) through
	June 30,	June 30,	June 30,
	2013	2012	2013
Cash flows from operating activities:
Net loss	$ (535,299)	$ (950,170)	$ (6,347,891)
Adjustments to reconcile net loss to net cash
used in operating activities:
Common stock issued for services
Shares issued for services	3,220	103,000	556,820
Shares issued for financing agreement and facilities fee	53,000	-	71,000
Amortization of debt discount	66,407	-	625,927
Unamortized debt discount	-	273,398	(289,221)
Amortization of loan fees	26,822	-	92,854
Impairment on properties	-	-	2,046,120
Depreciation and Amortization	962	850	4,146
Loss on abandoned assets	5,984		5,984
Change in current assets and liabilities:
Decrease in prepaids	1,200	-	-
Increase in accounts payable and accrued expenses	59,962	20,236	76,697
Net cash flows from operating activities	(317,742)	(552,686)	(3,157,564)
Cash flows from investing activities:
Purchase of fixed assets	(1,898)	(2,393)	(11,993)
Purchase of Mining Rights	-	-	(307,000)
Net cash flows from investing activities	(1,898)	(2,393)	(318,993)
Cash flows from financing activities:
Proceeds from sale of common stock	-	-	1,887,162
Proceeds from convertible notes	175,000	418,500	1,660,000
Net cash flows from financing activities	175,000	418,500	3,547,162
Net cash flows	(144,640)	(136,579)	70,605
Cash and equivalents, beginning of period	215,245	501,202	-
Cash and equivalents, end of period	$ 70,605	$ 364,623	$ 70,605
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
Interest	$ -	$ (301,897)	$ (336,222)
Income taxes	$ -	$ -	$ -
SUPPLEMENTAL DISCLOSURE OF
NON-CASH FINANCING AND INVESTING:
Stock issued to acquire assets	$ -	$ -	$ 6,918,000
Shares issued to settle interest expense	$ 53,000	$ -	$ 53,000
Shares issued to settle convertible notes	$ 308,681	$ 305,155	$ 1,667,573
The accompanying notes are an integral part of these financial statements.

F-3

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

June 30, 2013

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 - The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the six month period ended June 30, 2013.

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 - The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of June 30, 2013 and December 31, 2012.

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. For the six months ended June 30, 2013 and 2012, the company recognized total depreciation expense of $962 and $850 , respectively.

Mineral Property Acquisition and Exploration Costs - The Company is primarily engaged in the business of the acquisition, exploration, development, mining, and production of domestic strategic energy and mineral properties, with emphasis on lithium carbonate and additional strategic minerals. Mineral claim and other property acquisition costs are capitalized as incurred. Such costs are carried as an asset of the Company until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations. Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development cost, are capitalized. The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves. If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period.

F-4

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

June 30, 2013

Note 1 - Organization and summary of significant accounting policies: (continued)

Mineral Property Acquisition and Exploration Costs (continued)

The Company conducted an impairment analysis on the carrying value of its mining properties and the related lease acreage for the period ended December 31, 2012 and determined an impairment in the amount of $2,046,120 was necessary. Key indicators were evaluated to determine that sufficient progress had been made over the last 12 months including maintaining the commitment of our geologist, significant progress in evaluating the properties program which is very complex and continued resources for financing for third parties.

Asset retirement obligations - The Company has adopted the provisions of FASB ASC 410-20 “Asset Retirement and Environmental Obligations," which requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the related mining properties. As of June 30, 2013 and December 31, 2012, there have been no asset retirement obligations recorded.

Fair value of financial instruments - The Company’s financial instruments include cash, , accounts payable, and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2013 and December 31, 2012. The Company did not engage in any transaction involving derivative instruments.

Income Taxes - The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

Net loss per share calculation - Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The weighted-average number of common shares outstanding for computing basic EPS for the six month periods ended June 30, 2013 and June 30, 2012 were 141,651,300 and 81,056,995, respectively.  

Stock Based Compensation - The Company recognizes stock-based compensation in accordance with ASC Topic 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

For non-employee stock-based compensation, we have adopted ASC Topic 505 “Equity-Based Payments to Non-Employees”, which requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 718.

Exploration Stage Enterprise - The Company’s financial statements are prepared pursuant to the provisions of Topic 26, “Accounting for Development Stage Enterprises,” as it devotes substantially all of its efforts to acquiring and exploring mining interests that will eventually provide sufficient net profits to sustain the Company’s existence. Until such interests are engaged in major commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the development stage. Mining companies subject to Topic 26 are required to label their financial statements as an “Exploratory Stage Company,” pursuant to guidance provided by SEC Guide 7 for Mining Companies.

F-5

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

June 30, 2013

Note 1 - Organization and summary of significant accounting policies: (continued)

Recently Issued Accounting Pronouncements - As of and for the periods ended June 30, 2013 and December 31, 2012, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

Note 2 - Going concern:

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of June 30, 2013, the Company had an accumulated deficit of $6,347,891. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Note 3 – Stockholder's Equity:

On February 18, 2010, our articles of incorporation were amended to increase our authorized common shares to 150,000,000.

On January 31, 2013, we amended our articles of incorporation to increase authorized common shares from 150,000,000 to 500,000,000 and authorized 10,000,000 shares, par value $0.001 per share, of “blank-check” preferred stock.

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

On August 8, 2005, our Directors authorized the issuance of 16,000,000 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 16,000,000 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 8,800,000 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 12,000,000 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 1,600,000 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.

F-6

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

June 30, 2013

Note 3 – Stockholder's Equity: (continued)

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 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 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 for a total of 352,374 shares of the company's common stock, in regards to their financing agreement with Sunrise Energy Investments.

The Company has a note payable for sum of $30,000 with one of its shareholders. On April 22, 2010, the Company issued 4,800,000 shares in exchange for this note.  

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 through termination of agreements, and priced at the current market price.  These shares are restricted.

During June 2010, the Company submitted drawdown notices of $500,000 for a total of 554,017 shares of the company's common stock, 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 through termination of agreements and priced at the current market price.  These shares are restricted.

During July 2010, the Company submitted drawdown notices of $200,000 for a total of 312,500 shares of the company's common stock, 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.  

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 through termination of agreements 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.

F-7

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

June 30, 2013

Note 3 – Stockholder's Equity: (continued)

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 to reduce the note payable by $46,500.

On September 23, 2011, the Company issued 65,000 shares at $0.18 to four advisors as part of their advisory agreements.

On September 23, 2011, the Company issued 200,000 shares at $0.18 as part of the purchase agreement for Clayton Deep extension.

On September 23, 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 to reduce the note payable by $30,000.

On October 11, 2011 JMJ Financial converted part of their convertible debenture.  The Company issued 400,000 shares to reduce the note payable by $56,000.

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 to reduce the note payable by $50,000.

On November 22, 2011, JMJ Financial converted part of their convertible debenture.  The Company issued 1,000,000 shares to reduce the note payable by $100,000.

On January 3, 2012, JMJ Financial converted part of on their convertible debentures.  The Company issued 3,500,000 shares to reduce the note payable by $154,000.

On January 30, 2012, The Company issued 1,149,425 at $0.087 to TCA Global for a total of $100,000 as part of the financing agreement.  

On February 9, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 1,800,000 shares to reduce the note payable by $135,000.

On February 24, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 2,000,000 shares to reduce the note payable by $120,000

On March 14, 2012, the Company issued 50,000 shares to three advisors for a total of $3,000 as part of their advisory agreements.

F-8

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

June 30, 2013

Note 3 – Stockholder's Equity: (continued)

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 part of their convertible debentures.  The Company issued 2,000,000 shares to reduce the note payable by $117,200.

On April 11, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 2,000,000 shares to reduce the note payable by $114,000.

On April 25, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 1,300,000 shares to reduce the note payable by $67,600.

On May 3, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 1,200,000 shares to reduce the note payable by $62,400.

On May 14, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 600,000 shares to reduce the note payable by $31,200.

On May 30, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 941,356 shares to reduce the note payable by $44,244

On June 6, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 500,000 shares to reduce the note payable by $20,000.

On June 13, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 1,400,000 shares to reduce the note payable by $42,000.

On July 11, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 2,000,000 to reduce the note payable by $60,000.

On July 26, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 2,100,000 to reduce the note payable by $57,750.

On August 15, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 1,740,385 shares to reduce the note payable by $45,250.

On August 15, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 557,693 shares to reduce the note payable by $14,500.

On August 29, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 3,000,000 shares to reduce the note payable by $63,000.

On September 27, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 2,400,000 shares to reduce the note payable by $48,240.

On October 17, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 4,000,000 shares to reduce the note payable by $52,000.

On November 8, 2012, The Company issued 5,170,813 shares valued at $134,441 for a commitment fee with TCA Global Credit Master Fund.  The Company recorded this issuance as interest expense.

F-9

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

June 30, 2013

Note 3 – Stockholder's Equity: (continued)

On November 19, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 3,000,000 to reduce the note payable by $27,000

On December 17, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 3,100,000 shares to reduce the note payable by $21,700.

The Company has accrued but not issued shares associated with consultancy and advisory agreements.  The Company has reported a stock subscription payable of $14,100 as of December 31, 2012.  These shares of 180,000 were issued on March 25, 2013.

On January 8, 2013, JMJ Financial converted part of their convertible debentures.  The Company issued 5,000,000 shares to reduce the note payable by $35,000.

On January 30, 2013, TCA Global Credit Master Fund converted part of their convertible debentures.  The Company issued 5,000,000 shares to reduce the note payable by $52,632.

On February 1, 2013, The Company issued 2,331,362 shares valued at $37,500 for a commitment fee with TCA Global Credit Master Fund.  The Company recorded this issuance as interest expense.

On February 6, 2013, JMJ Financial converted part of their convertible debentures.  The Company issued 4,084,524 shares to reduce the note payable by $34,310.

On February 27, 2013, JMJ Financial converted part of their convertible debentures.  The Company issued 4,500,000 shares to reduce the note payable by $33,750.

On March 19, 2013, JMJ Financial converted part of their convertible debentures.  The Company issued 5,000,000 shares to reduce the note payable by $37,500.

On March 25, 2013, the Company issued 750,000 shares of stock as part of the consultancy agreement.  The amount will be granted every six months at its current trading price.  The value of these shares have been recorded as professional fees expense at time of grant.  The Company recorded an expense of $13,000.

On April 25, 2013, JMJ Financial converted part of their convertible debentures.  The Company issued 4,500,000 shares to reduce the note payable by $36,000.

On May 13, 2013, The Company issued 1,550,000 shares valued at $15,500 for a commitment fee with TCA Global Credit Master Fund.  The Company recorded this issuance as interest expense.

On May 22, 2013, JMJ Financial converted part of their convertible debentures.  The Company issued 5,000,000 shares to reduce the note payable by $29,500.

On June 25, 2013, JMJ Financial converted part of their convertible debentures.  The Company issued 6,000,000 shares to reduce the note payable by $22,200.

On June 24, 2013, TCA Global Credit Master Fund converted part of their convertible debentures. The Company is to issue 6,000,000 shares to reduce the note payable by $27,789. These shares are recorded as stock payable as of June 30, 2013.

As of June 30, 2013, the Company had to issue 50,000 shares of stock as part of the consultancy agreement.  The amount will be granted every six months at its current trading price.  The value of these shares have been recorded as professional fees expense at time of grant.  The Company recorded an expense of $500.

F-10

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

June 30, 2013

Note 4 – Preferred Stock:

On June 20, 2013, The Company authorized a Series A preferred stock offering.  The Company authorized and issued 51 shares with a par value of $0.001.  Initially, these shares will not accrue or receive dividends and will have no liquidation rights.  These shares shall rank senior to the Corporation’s common stock and any other class or series of capital stock.  Each one (1) share shall have voting rights equal to to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator.  For purposes of illustration only, if the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series A Preferred shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).

So long as any shares of Series A Preferred are outstanding, the Corporation shall not, without first obtaining the unanimous written consent of the holders of Series A Preferred, (i) alter or change the rights, preferences or privileges of the Series A Preferred so as to affect adversely the holders of Series A Preferred or (ii) create Pari Passu Shares or Senior Shares.

Note 5 – Warrants:

The following table summarizes the Company's warrant activity during the years ended December 31, 2012 and 2011:

	Warrants for		Weighted Average
	Common Shares		Exercise Price
Outstanding/exercisable as of December 31, 2012		83,333	$	1.60
Granted		-		-
Exercised		-		-
Outstanding/exercisable as of June 30, 2013		83,333		1.60

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 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 – 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 was 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 was funded by restricted common shares and cash.  The total purchase price was $2,340,000.

F-11

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

June 30, 2013

Note 7 – Mining Rights: (continued)

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 23, 2011, 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 23, 2011, 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.

On December 31, 2012, The Company determined that an impairment loss should be recorded against the mining rights and properties.  The Company has determined that the amount of the impairment to be $2,046,120.  The total mining properties and rights have been adjusted to a net figure of $5,178,880.  The Company will continue to evaluate the need for an impairment adjustment.

Note 8 - Convertible Notes:

The Company had the following notes payable outstanding as of June 30, 2013 and December 31, 2012:

		June 30, 2013		December 31, 2012
Promissory note payable dated July 7, 2011 due to JMJ as of June 30, 2013 and December 31, 2012, respectively.	$	74,956	$	133,305
Promissory note payable dated January 30, 2012 due to TCA Global as of June 30, 2013 and December 31, 2012, respectively.		182,737		292,149
Promissory note payable dated June 29, 2012 due to JMJ including as of June 30, 2013 and December 31, 2012, respectively.		34,000		35,723
Promissory note payable dated June 13, 2013 due to Carebourn Capital as of June 30, 2013		90,909		0
		382,602		461,177
Less: Debt discount		(55,694)		(41,276)
Total notes payable	$	326,908	$	419,901

JMJ Financial #2

On July 7, 2012, the Company entered into an agreement with JMJ Financial, whereby JMJ Financial will loan the Company the aggregate principal amount up to $540,000, less $40,000 for original issue discount, together with one time interest at the rate of eight percent (8%). The original issue discount note, as described in ASC 480-55, may not be prepaid in whole or in part.

If the Note is not paid in full with interest on the maturity date, JMJ Financial has the right to convert this Note into restricted common shares of the Company. The Company at its option may elect to convert all or part of the principal and any accrued unpaid interest on these notes at any time or times on or before the maturity based on a conversion price. The conversion

F-12

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

June 30, 2013

Note 8 - Convertible Notes: (continued)

price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower) shall equal to 80% multiplied by the lowest trading price during the twenty-five (25) trading days prior to conversion notice.

During the year ended December 31, 2011, the Company received a total of $50,000 in cash, which represented principal amount total of $54,400 (original issue discount of $4,400), and valued at $68,000 based on the 80% conversion rate. For the year ended December 31, 2011, $2,910 discount and $3,298 interest had been amortized and expensed. As of December 31, 2012, the Company has unamortized discount of $15,090 and accrued interest of $3,298.  

During the year ended December 31, 2012, the Company received a total of $355,000 in cash, which represented principal amount total of $386,240 (original issue discount of $31,240), and valued at $482,800 based on the 80% conversion rate. During the year ended December 31, 2012, the Company converted a total of $349,552 principal amount of JMJ Note to 23,240,385 shares of common stock, which reduced $436,940 from the value of the note.

As of June 30, 2013, the Company has converted $182,608 principal amount and discount of $45,652 with 34,084,524 shares of common stock. As of June 30, 2013, the Company received a total of $125,000 in cash, which was represented principal amount total of $136,000 (original issue discount of $20,000), and valued at $170,000 based on the 80% conversion rate. As of the six months ended June 30, 2013, the Company was charged additional interest expense by JMJ of $15,485, which valued at $19,856 based on the 80% conversion rate. As of December 31, 2012, the original issue discount note was valued at $74,956, consisting of principal of $59,965 and 80% conversion rate discount of $14,991. For the six months ended June 30, 2013, $22,048 discount and $7,132 interest had been amortized and expensed. As of June 30, 2013, the Company has unamortized original issue discount of $16,722 and accrued interest of $26,557.  

TCA Global

On January 30, 2012, the Company entered into an agreement with TCA Global Credit Master Fund, LP, a Cayman Islands Limited Partnership, whereby TCA Global loaned the Company the aggregate principal amount of $250,000, less $73,175 for loan related costs, together with interest at the rate of twelve percent (12%) per annum, until the maturity date of January 30, 2013. The original issue discount note, as described in ASC 480-55, may not be prepaid in whole or in part.

If the Note is not paid in full with interest on the maturity date, TCA Global has the right to convert this Note into restricted common shares of the Company. The Company at its option may elect to convert all or part of the principal and any accrued unpaid interest on these notes at any time or times on or before the maturity based on a conversion price. The conversion price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower) shall equal to 95% multiplied by the lowest daily volume weighted average price during the five (5) trading days prior to conversion notice.

As of June 30, 2013, the original issue discount note was valued at $182,737, consisting of principal of $173,600 and a discount of $9,137 which was valued based on the 95% conversion rate.  As of June 30, 2013, the note is determined to be in default. An 18% interest is applied to the note recognizing a total of $18,750 in interest expense.

JMJ Financial #3

On June 29, 2012, the Company entered into an agreement with JMJ Financial, whereby JMJ Financial will loan the Company the aggregate principal amount up to $540,000, less $40,000 for original issue discount, together with one time interest at the rate of eight percent (8%).  The original issue discount note, as described in ASC 480-55, may not be prepaid in whole or in part.

If the Note is not paid in full with interest on the maturity date, JMJ Financial has the right to convert this Note into restricted common shares of the Company. The Company at its option may elect to convert all or part of the principal and any accrued unpaid interest on these notes at any time or times on or before the maturity based on a conversion price. The conversion price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower) shall equal to 80% multiplied by the lowest trading price during the twenty-five (25) trading days prior to conversion notice.

F-13

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

June 30, 2013

Note 8 - Convertible Notes: (continued)

During the year ended December 31, 2012, the Company received a total of $25,000 in cash, which represented principal amount total of $27,200 (original issue discount of $2,200), and valued at $34,000 based on the 80% conversion rate.

As of June 30, 2013, the original issue discount note was valued at $34,000, consisting of principal of $27,200 and a discount of $6,800. As of June 30, 2013, $1,427 discount and $1,793 interests had been amortized and expensed. As of June 30, 2013, the Company has unamortized discount of $6,424 and accrued interest of $3,517.  

Carebourn Capital

On June 13, 2013, the Company entered into an agreement with Carebourn Capital LP, whereby Carebourn Capital will loan the Company the aggregate principal amount up to $50,000, with interest at the rate of eight percent (8%) per annum, until the maturity date of one year.

If the Note is not paid in full with interest on the maturity date, Carebourn Capital has the right to convert this Note into restricted common shares of the Company. The Company at its option may elect to convert all or part of the principal and any accrued unpaid interest on these notes at any time or times on or before the maturity based on a conversion price. The conversion price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower) shall equal to 55% multiplied by the three (3) lowest trading price during the ten day (10) trading days prior to conversion notice.

As of June 30, 2013, the note was valued at $90,909, consisting of principal of $50,000 and a discount of $40,909. During the quarter ended June 30, 2013, $1,937 discount and $344 interest had been amortized and expensed. As of June 30, 2013, the Company has unamortized discount of $38,972 and accrued interest of $6,928.  

Note 9 – Subsequent Events:

On July 2, 2013, TCA Global converted an amount on their convertible debentures.  The Company issued 6,000,000 shares at $0.0044 and reduced the note payable by $27,789.

On July 11, 2013, The Company issued 51 Series A preferred stock with a par value of $0.001, to the company's Chief Executive Officer.

On July 24, 2013, JMJ Financial converted an amount on their convertible debentures.  The Company issued 6,300,000 shares at $0.00296 and reduced the note payable by $18,648.

On August 9, 2013, The Company issued a series of three convertible promissory notes totaling $75,000 for legal services rendered.

On August 12, 2013, TCA Global converted an amount on their convertible debentures.  The Company issued 8,500,000 shares at $0.0059 and reduced the note payable by $50,150.

On August 14, 2013, JMJ Financial converted an amount on their convertible debentures.  The Company issued 8,800,000 shares at $0.00296 and reduced the note payable by $26,048.

On August 16, 2013, the Company issued 320,000 shares of stock as part of various existing consultancy agreements.

F-14

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 financial statements and notes thereto appearing elsewhere in this report.

Plan of Operation

The Company’s plan of operations for the next 12 months is as follows. After reviewing the results of the Company’s initial exploration of its Australian assets, the Company, with the assistance of its strategic partner, is planning to finalize a drilling program on the Company Australian based assets. The Company intends to implement its drilling program in Australia during the 4th fiscal quarter and follow up by instituting its Nevada based drill program shortly thereafter, upon securing the required finances to do so.

Results of Operations

For the three months ended June 30, 2013 Compared to three months ended June 30, 2012

	For the Three Months Ended June 30,
	2013		2012
Net sales	$	-		-
Gross profit	$	-		-
Total operating expenses	$	128,536		148,523
(Loss) from operations	$	(128,536)		(148,523)
Net loss	$	(218,703)		(304,836)
Loss per common share – basic	$	(0.00)		(0.01)

We are an exploration stage company and have not yet commenced material operations.  As of June 30, 2013, we have not generated any revenue or profit.

For the three months ended June 30, 2013 and 2012, respectively, total operating expenses decreased from $148,523 to $128,536 due to decreased legal fees.

4

Our operating expenses for the three months ended June 30, 2013 consisted of:  General and administrative expenses of $19,991, exploration expenses of $9,398, salaries of $34,500; and, professional fees of $64,647.

Comparatively, for the three months ended June 30, 2012, our operating expenses consisted of:  General and administrative expenses of $65,220, exploration expenses of $14,362, salaries of $34,500; and, professional fees of $34,441.

The increase in professional fees from the three months ended June 30, 2012 to the three months ended June 30, 2013 was primarily due to the Company changing auditors in 2012.  The overall decrease in operating expenses from the three months ended June 30, 2012 to the three months ended June 30, 2013 was due to a reduction in operating activities in 2013.

For the six months ended June 30, 2013 Compared to six months ended June 30, 2012

	For the Six Months Ended June 30,
	2013		2012
Net sales	$	-		-
Gross profit	$	-		-
Total operating expenses	$	329,370		625,865
(Loss) from operations	$	(329,370)		(625,865)
Net loss	$	(535,299)		(950,170)
Loss per common share – basic	$	(0.00)		(0.01)

We are an exploration stage company and have not yet commenced material operations.  As of June 30, 2013, we have not generated any revenue or profit.

For the six months ended June 30, 2013 and 2012, respectively, total operating expenses decreased from $625,865 to $329,370 due to decreased legal and professional fees and a reduction in overall operating activities.

Our operating expenses for the six months ended June 30, 2013 consisted of:  General and administrative expenses of $55,451, exploration expenses of $48,184, salaries of $69,000, and professional fees of $156,735.

Comparatively, for the three months ended June 30, 2012, our operating expenses consisted of:  General and administrative expenses of $164,399, exploration expenses of $146,270, salaries of $69,000; and, professional fees of $246,196.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at June 30, 2013 and December 31, 2012.

	June 30, 2013		December 31, 2012
Current Assets	$	77,750		250,412
Current Liabilities	$	333,884		304,570
Working Capital Deficit	$	(256,134)		(54,158)

At June 30, 2013, we had a working capital deficit of $256,134, an increase of $201,976 from the working capital deficit of $54,158 at December 31, 2013.  The increase is primarily related to a decrease in unamortized loan fees and an increase in accounts payable and accrued liabilities.

The Company expects its current resources to be sufficient for a period of approximately 2 months. Management has determined that additional capital will need to be raised via 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

5

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.

Net cash used in operating activities for the six months ended June 30, 2013 and 2012, was $317,742 and $552,686, respectively.  The net loss for the six months ended June 30, 2013 and 2012 was $535,299 and $950,170, respectively.  Cash used in operating activities for the three months ended June 30, 2013 and 2012, was primarily for legal and professional fees.

Net cash used in investing activities for the six months ended June 30, 2013 and 2012 was $1,898 and $2,393, respectively.  These amounts were made up of the purchases of fixed assets in the respective periods.

Net cash provided by financing activities for the six months ended June 30, 2013 and 2012, was $175,000 and $418,500, respectively.  These amounts were made up of proceeds from convertible notes in the respective periods.

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 June 30, 2013, 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.

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.

6

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 June 30, 2013, 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 not 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 Principal 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.

7

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, 2012, filed with the SEC on April 16, 2013.

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

There were no other unregistered sales of the Company’s equity securities during the quarter ended June 30, 2013, other than those previously reported in a Current Report on Form 8-K.

Item 3. Defaults Upon Senior Securities.

The Convertible Note with TCA has passed its maturity date and the Company is working with TCA to restructure the Convertible Note and satisfy the obligations thereunder.

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
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

8

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: August 19, 2013	By:	/s/ Matthew Worrall
		Name: Matthew Worrall
		Title: Chief Executive Officer
		(Principal Executive Officer) (Principal Financial Officer) (Principal Accounting Officer)

9