10-K/A 1 amerilithium10k10am2.txt AMENDMENT 2 TO FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment 2 to FORM 10-K [X] 15, ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2010 OR [ ] 15, 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 in its charter) Nevada 61-1604254 (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) Suite 200 871 Coronado Center Drive Henderson, NV 89052 (Address of principal executive offices) (Zip Code) Registrant's Telephone number, including area code: 702-583-7790 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange act Yes [ ] No [x] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.406 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 [ ] No [ ] 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 during the preceding 12 months (or such shorter period that Dale the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the part 90 days. Yes [x] No[ ] 2 Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained hereof, and will not be contained, to will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. 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] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. The market value of the registrant's voting $.001 par value common stock held by non-affiliates of the Registrant was approximately $0.00. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant's only class of common stock, as of March 31, 2011 was 70,494,104 shares of its $.001 par value common stock. No documents are incorporated into the text by reference. Explanatory Note This Amendment 2 to the Annual Report on Form 10-K for the year ended December 31, 2010 of the registrant, originally filed with the Securities and Exchange Commission on April 8, 2011 amends the original Form 10-K in the manner described below. Amendment 2 is being filed solely to file small-scale maps showing the location and access to each material property. Pursuant to SEC rules, we have included currently-dated certifications from our chief executive officer and our chief financial officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. 50 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned duly authorized person. Date: July 28, 2011 Amerilithium Corp. /s/ Matthew Worrall ------------------------------ By: Matthew Worrall, CEO Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Matthew Worrall ----------------------- Matthew Worrall CEO, CFO, Director July 28, 2011 The following of exhibits are filed with this report: (31) 302 certification (32) 906 certification (99.1) Australian Claims map (99.2) Clayton Deep Claim map (99.3) Full Monty Claim map (99.4) Paymaster Claim map (99.5) West Central Albert Claim map