10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-K/A

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2011

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 333-155059

AMERILITHIUM CORP.

(Exact name of registrant as specified in its charter)

Nevada	61-16014254
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

871 Coronado Center Dr., Suite 200

Henderson, NV 89052

(Address of principal executive offices)

(702) 583-7790

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

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 Section 15(d) of the Act. Yes [   ]  No [X]

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [   ]

Indicate by checkmark 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 (§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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer	[   ]	Non-accelerated filer	[   ]
Accelerated filer	[   ]	Smaller reporting company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ]   No [X]

The aggregate market value of registrant’s voting and non-voting common equity held by non-affiliates (as defined by Rule 12b-2 of the Exchange Act) computed by reference to the average bid and asked price of such common equity on June 30, 2011, was $10,244,830.26.  As of June 28, 2012, the registrant has one class of common equity, and the number of shares outstanding of such common equity was 90,389,885.

2

TABLE OF CONTENTS

PART I		4
Item 1.	Business.	4
Item 1A.	Risk Factors.	19
Item 1B.	Unresolved Staff Comments.	25
Item 2.	Properties.	25
Item 3.	Legal Proceedings.	26
Item 4.	Mine Safety Disclosures.	26
PART II		27
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	27
Item 6.	Selected Financial Data.	29
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	29
Item 7A	Quantitative and Qualitative Disclosures About Market Risk.	32
Item 8.	Financial Statements	33
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.	33
Item 9A.	Controls and Procedures.	33
Item 9B.	Other Information.	34
PART III		35
Item 10.	Directors, Executive Officers and Corporate Governance.	35
Item 11.	Executive Compensation.	36
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	36
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	37
Item 14.	Principal Accounting Fees and Services.	37
PART IV		38
Item 15.	Exhibits, Financial Statements Schedules.	38
SIGNATURES		40

3

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 audited financial statements for the fiscal year ended December 31, 2011, filed in a yearly report on Form 10-K with the Securities and Exchange Commission (the “Commission”) on April 4, 2012, contained certain material misstatements. Our financial statements contained in this amended yearly report on Form 10-K/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 statements. 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.

4

PART I

Item 1. Business.

Corporate History

We are a mineral exploration company.  We intend to pursue an exploration program to continue the exploration and development of the mineral claims described below with a view to establish sufficient mineral-bearing reserves.

We have not earned any revenues to date.  We do not anticipate earning revenues until such time as we enter into commercial production of our mineral properties.  We are presently in the exploration stage of our business and we can provide no assurance that commercially viable mineral deposits exist on our mineral claims or that we will discover commercially exploitable levels of mineral resources on our properties, or if such deposits are discovered, that we will enter into further substantial exploration programs.  Further exploration is required before a final evaluation as to the economic and legal feasibility is required to determine whether our mineral claims possess commercially exploitable mineral deposits.

On February 18, 2010, our articles of incorporation were amended to change the name of the corporation from Kodiak International, Inc. to Amerilithium Corp. and to increase the authorized common shares to 150,000,000.

Clayton Deep & Full Monty Acquisition

On April 26, 2010, we entered into a property purchase agreement with Nevada Alaska Mining Company, Inc., Robert Craig, Barbara Anne Craig and Elizabeth Dickman.  The properties include Clayton Deep, which is comprised of 5,280 acres and Full Monty, which is comprised of 5,280 acres. Pursuant to the agreement, the sellers sold a 100% interest in certain mining claims located in the State of Nevada.

In consideration of the purchase, we paid a total of $125,000 and issued 400,000 common shares.  Additionally, we granted a 2% Net Smelter Royalty (“NSR”) to the sellers, whereby 1% of the NSR is subject to buyback at any time by the Company for $500,000.

Clayton Deep and Full Monty properties have been physically examined by a Registered Civil Engineer.  Both Clayton Deep and Full Monty were visited by our chief executive officer and chief geologist during the periods from June 17, 2010 to June 20, 2010, August 14, 2011 to August 16, 2011 and November 13, 2011 to November 16, 2011.

On July 27, 2011, we entered into a geophysical service agreement with Magee Geophysical Services LLC Contractor. Magee agreed to conduct a gravity survey over Clayton Deep during the approximate period of August 2011. The gravity survey is expected to take a maximum of eight chargeable days including mobilization and demobilization. The gravity surveys on both Clayton Deep and Full Monty were completed during the months of August 2011 and September 2011.

On September 23, 2011, we entered into a property purchase agreement with Nevada Alaska Mining Company, Inc., Robert Craig, Barbara Anne Craig and Elizabeth Dickman.  The property is an extension to Clayton Deep, which is comprised of 1,360 acres.  Pursuant to the agreement, the sellers sold a 100% interest in certain mining claims located in the State of Nevada.

Pursuant to the terms of the purchase agreement, the Company agreed to: (i) issue an aggregate of 200,000 shares of the Company’s common stock to the sellers; (ii) pay a cash price of $6,000; (iii) grant a 2% Net Smelter Royalty (NSR) to the sellers whereby 1% of the NSR is subject to buyback at any time by the Company for $500,000.

On October 26, 2011, the registrant entered into a geophysical services agreement with Zonge International, Inc. to conduct a CSMAT survey relating to the registrant’s Clayton Deep and Full Monty Properties, Nevada, USA.  These surveys were completed during the months of November 2011, and December 2011.

Clayton Deep covers a total area of 6,640 acres (10.375 square miles) in the southern part of Clayton Valley, Esmeralda County, Nevada, USA.  The following is a small-scale map showing the location and access to our Clayton Deep property:

5

The project consists of 83 unpatented federal placer mining claims, granted by the United States Department of the Interior, Bureau of Land Management, Reno, Nevada.  The initial 66 claims were fully recorded April 30, 2010 with the US Bureau of Land Management, Reno, Nevada. Named CD1 thru CD66, and assigned the Serial Numbers NMC 1022861-1022926.  The additional 17 claims were recorded September 7, 2011, with the US Bureau of Land Management, Reno, Nevada. Named CD67 thru CD83, and assigned the Serial Numbers NMC 1053833-1053849.

In accordance with USA mining regulations, the Clayton Deep unpatented federal placer mining claims are in good standing until September 1, 2012.  Thereafter, a maintenance fee, currently of $11,620 must be paid annually by September 1st along with a “Notice of Intent to Hold.”  The fees for 2011 until 2012 have been paid in full. We are responsible for meeting the conditions above.

6

Full Monty covers a total area of 5,280 acres (8.25 square miles) in Nye County, Nevada, USA.  The claims are approximately 25 miles north of Clayton Valley, Esmeralda County, Nevada, USA.  The project consists of 66 unpatented federal placer mining claims, granted by the United States Department of the Interior, Bureau of Land Management, Reno, Nevada.  The claims were fully recorded April 30, 2010 with the US Bureau of Land Management, Reno, Nevada.  Named FM1 thru FM66, and assigned the Serial Numbers NMC 1022927-1022992. The following is a small-scale map showing the location and access to our Full Monty property:

In accordance with USA mining regulations, the Full Monty unpatented federal placer mining claims are in good standing until September 1, 2012.  Thereafter, a maintenance fee, currently $9,240 must be paid annually by September 1st along with a “Notice of Intent to Hold.”  The fees for 2011 until 2012 have been paid in full.  We are responsible for meeting the conditions above.

7

Clayton Deep is located in the southern part of the Clayton Valley, Nevada, USA and is approximately 45 miles from Tonopah, Nevada, USA.  The property is easily accessible by car from Reno and Las Vegas, Nevada, USA along US Highway 95. Tonopah is also serviced by its own Airport.

Full Monty is located approximately 7 miles North West of Tonopah, Nevada, USA.  The property is easily accessible by car from both Reno and Las Vegas, Nevada, USA along US Highway 95. Tonopah is also serviced by its own Airport.

Clayton Deep and Full Monty Claims provide surface access and mineral rights, with the exception of claims FM 19, 35-39, 51-53 and 58-59, which we currently hold only mineral rights.

Rock formations and mineralization

Clayton Deep

The Clayton Valley-Montezuma Range is underlain by a thick body of tuffaceous sediments, ranging from upper Miocene to Pliocene in age.  The volcanic sequence has been named the Esmeralda formation and consists of approximately 15,000 feet of lucustrine volcanic sediments which include poorly sorted conglomerates and sandstones, limestone, mudstones and tuffaceous units. Fossils suggest a relatively fresh environment of deposition.

Full Monty

Rocks immediately underlying the Full Monty property consist of a thick sequence of layered and interbedded Quaternary alluvium that was derived from the metamorphic and igneous complex that comprises the surrounding highlands.  A portion of the property is occupied by a playa in which evaporites have accumulated. The thickness and nature of the sediments and playa deposits is currently unknown owing to the lack of exploration in this area.

The Full Monty claim block is situated over the intersection of the Montezuma and Big Smoky Valley structural lineaments within the northwest-southeast trending Walker Lane structural belt.  The gravity low which characterizes the intersection of the two structural lineaments was identified by the United States Geological Survey during its gravity surveys of Nevada (USGS Open-File Report 80-611, 1980). Gravity lows such as the Full Monty Gravity Low are thought to be traps for lithium-bearing groundwater.

The Full Monty claims are located just west of the Hall Molybdenum Mine, a Climax-type deposit associated with a large, multi-stage Cretaceous quartz monzonite porphyry stock that was intruded into Devonian to Triassicage metasediments.  The Hall porphyry is anomalous in lithium with a high geothermal gradient and may have been the source of lithium in sediments and groundwater in the vicinity of the Full Monty property.  Groundwater enriched in lithium and other alkali metals may be sequestered in one or more favorable aquifer units occupying the Full Monty Gravity Low.

Post-Cretaceous Basin and Range faulting has tilted and displaced rocks in the area forming the existing topographic and geomorphic features.

To date we have completed the following work on the Clayton Deep property:

·

Geophysics - Gravity Survey; and

·

Geophysics - CSAMT/MT Survey (Controlled Source Audio Magnetotellurics/Magnetotellurics).

To date we have completed the following work on the Full Monty property:

·

Geophysics - Gravity Survey; and

·

Geophysics - CSAMT/MT Survey (Controlled Source Audio Magnetotellurics/Magnetotellurics).

We are currently in the process of developing a drilling program for both Clayton Deep and Full Monty Assets.  From the results and recommendations outlined in the CSAMT reports for both Clayton Deep and Full Monty, we have a preliminary cost in the region of $400,000 USD.

8

Water and grid-supplied electricity are available either on site or in close proximity.  This property is currently without known reserves and the proposed property is exploratory in nature.

Jackson Wash Acquisition

On September 23, 2011, we entered into a property purchase agreement with Robert Craig and Barbara Anne Craig. Jackson Wash is comprised of 2,450 acres, 65 unpatented federal placer mining claims.  Pursuant to the agreement, the sellers sold a 100% interest in certain mining claims located in the State of Nevada.

In consideration of the purchase, we issued 400,000 common shares.  Additionally, we granted a 2% Net Smelter Royalty (“NSR”) to the sellers, whereby 1% of the NSR is subject to buyback at any time by the Company for $500,000.

Jackson Wash has been physically examined by a Registered Civil Engineer.  The property has visited by our chief executive officer and chief geologist during the periods August 14, 2011 to August 16, 2011 and November 13, 2011 to November 16, 2011.

On October 11, 2011, we extended a geophysical service agreement with Magee Geophysical Services LLC Contractor.  Magee agreed to conduct a gravity survey over Jackson Wash during the approximate period of October 2011.  The gravity survey is expected to take a maximum of eight chargeable days including mobilization and demobilization.  The gravity survey on Jackson Wash was completed during the month of October 2011.

On December 4, 2011, the registrant extended a geophysical services agreement with Zonge International, Inc.  To conduct a CSMAT survey relating to the registrant’s Jackson Wash Property, Nevada, USA.  The survey was completed during the month of December 2011.

Jackson Wash covers an approximate area of 2,450 acres (3.83 square miles) in, Esmeralda County, Nevada, USA.

9

The following is a small-scale map showing the location and access to our Jackson Wash property:

The project consists of 65 unpatented federal placer mining claims, granted by the United States Department of the Interior, Bureau of Land Management, Reno, Nevada.

10

The 65 claims were recorded September 1, 2011, with the US Bureau of Land Management, Reno, Nevada.  Named JAC1 thru 56, 62 thru 64, 70 thru 72, and 78 thru 80.

In accordance with USA mining regulations, the Jackson Wash unpatented federal placer mining claims are in good standing until September 1, 2012.  Thereafter, a maintenance fee, currently of $9,100 must be paid annually by September 1st along with a “Notice of Intent to Hold.”  The fees for 2011 until 2012 have been paid in full.  We are responsible for meeting the conditions above.

Rock formations and mineralization

The Jackson Wash Basin area’s geology is characterized by rocks and sediments typical of Basin and Range terrain.  The surface of Jackson Wash Basin is composed of Quaternary alluvial deposits derived from rocks in the surround ranges by erosion and mass wasting.

The Montezuma Range to the north and west, the Goldfield Hills on the east, and Mount Jackson Ridge to the south, are composed of Paleozoic sedimentary rocks, Tertiary volcanic deposits, and intrusive bodies.  Jackson Wash flows through the middle of the property and drains a large section of the southeastern slopes of the Montezuma Range.

A large scale US Geological Survey (USGS) gravity survey found a distinct gravity low (-205 milligals) in the center of the Jackson Wash Basin. This gravity low is probably filled by a thick sequence of sediments that accumulated over about the past 20 million years during the erosion of the surrounding volcanic mountain ranges and the tectonic events that resulted in the formation of the closed basins characteristic of the Great Basin.

Sources of lithium in the basin could be certain lithium-rich lithologic units within a sedimentary sequence similar to nearby Clayton Valley, as described by Kunasz.  The source of this lithium could be, as suggested by Price, et al, the devitrification of rhyolitic vitrophyres of the adjacent Montezuma Range, which are some of the most lithium-rich rocks in the world.

Deposition of lithium into Jackson Wash Basin may have been the result of direct mass wasting of these volcanic rocks into the valley, or by dissolution and transport of lithium by surface and groundwater, or some combination of these processes.  The Jackson Wash Basin gravity anomaly is likely associated with the Basin and Range structure that developed during the formation of the Silver Peak Range-Montezuma Range complex within the Walker Lane deformation belt.⁴ Albers and Stewart6 also suggested that the Jackson Wash valley contained one or more large north-trending fault structures.

These inferred structures may be buried Basin and Range faults. Bedrock in the surrounding ridges and mountain ranges reveal evidence of thrust faults, high-angle strike slip faults, and high-angle dip slip faults.6 Many of these fractures are largely or entirely concealed by the post-fault sedimentary formations of Jackson Wash Basin.  To date we have completed the following work on the Jackson Wash property:

·

Geophysics - Gravity Survey; and

·

Geophysics - CSAMT/MT Survey (Controlled Source Audio Magnetotellurics/Magnetotellurics).

We are currently in the process of developing a drilling program for our Jackson Wash property. From the results and recommendations outlined in the CSAMT reports, we have a preliminary cost in the region of $250,000 USD.

Water and grid-supplied electricity are available either on site or in close proximity.  This property is currently without known reserves and the proposed property is exploratory in nature.

Power Mining Ventures Asset Purchase Agreements

On March 1, 2010, we entered into an asset purchase agreement with Power Mining Ventures, Inc. Pursuant to the agreement, Power Mining sold a 100% net revenue interest in certain mineral lease interests for the exploration of minerals in the Athena Lithium Brine Project located in Alberta, Canada. Additionally, Power Mining pledged a 2% Net Smelter Return Royalty on the property to a third party, 1% of which can be purchased for $1,000,000. The NSR will be payable upon commencement of commercial production, at which time a more formal agreement

11

concerning NSR will be entered into.  We issued 300,000 pre 8:1 forward split restricted common shares for the lease interests.

The following is a small-scale map showing the location and access to the Athena Lithium Brine Project:

The project covers a total area of 269,353.04 Hectares in Alberta, Canada encompassing Nampa, Berwyn, Grimshaw and Peace River.  The project consists of 33 Metallic and Industrial Minerals permits, which were granted, with a commencement date of January 13, 2010.

Permit numbers are sequential from and including No: 9310010413 through and including No: 9310010445 and were granted by the Coal and Mineral Development Unit of the Department of Energy.

12

A permit grants the exclusive right to explore for Alberta-owned metallic and industrial minerals in a specified location. Other jurisdictions in Canada use the term “mineral claim” for this type of agreement. A permit can be held for up to 14 years, and is not renewable.  While there is no annual rent, permit holders are required to conduct exploration work and must report on the work every two years. The permits were re-filed on March 19, 2012.

The costs to maintain the permits are as follows:

(a)

during the first assessment work period, not less in the aggregate than an amount equal to $5 for each hectare in the location;

(b)

during the 2nd assessment work period, not less in the aggregate than an amount equal to $10 for each hectare in the location;

(c)

during the 3rd assessment work period, not less in the aggregate than an amount equal to $10 for each hectare in the location;

(d)

during the 4th assessment work period, not less in the aggregate than an amount equal to $15 for each hectare in the location;

(e)

during the 5th assessment work period, not less in the aggregate than an amount equal to $15 for each hectare in the location;

(f)

during the 6th assessment work period, not less in the aggregate than an amount equal to $15 for each hectare in the location; and

(g)

during the 7th assessment work period, not less in the aggregate than an amount equal to $15 for each hectare in the location.

We are responsible for meeting the conditions.  During this period the holder of the permit may apply for a metallic and industrial minerals lease.  A lease grants the exclusive right to develop and mine Alberta-owned metallic and industrial minerals in a specified location.  The term of a lease is 15 years, and it may be renewed.  Annual rent must be paid. Royalties must be paid if any mineral production takes place on the lease.

Location and means of access

The Athena Lithium Brine Project is located in the Northern part of Alberta, encompassing Nampa, Berwyn, Grimshaw and Peace River, approximately 480 miles north of Calgary.  The project is easily accessed by Car using Alberta Provincial Highways 2, 43 and 49. Peace River is also serviced by its own Airport.

The Metallic and Industrial Minerals permits that we hold are for mineral rights.  Any exploration causing surface disturbance (e.g., motorized ground equipment, line cutting, drilling) will require a Metallic Mineral Exploration Approval pursuant to the Metallic and Industrial Minerals Exploration Regulation, prior to exploration.  This requirement applies to public and non-public land.

Rock formations and mineralization

The large block of permits that comprise the Company’s Alberta holdings covers much of the Devonian-age sedimentary rocks that surround the large structural feature that is the Peace River Arch in northwestern Alberta.  Continental brines and evaporates as well as brines associated with oil and gas pools occur in carbonate rocks of theLeduc Formation of the Woodbend Group and in the carbonate and evaporate deposits of the Devonian Beaverhill Lake Group.  Formation waters in the rocks contain anomalous concentrations of lithium and other alkali metals.

To date, we have not completed any work or exploration on the property.  We are currently in the process of developing an exploration plan.  No exploration costs have been incurred to date.  First stage exploration budgets will be an integral part of the exploration plan.

13

Water and grid-supplied electricity are available on or in close proximity to the property.  This property is currently without known reserves and the proposed program is exploratory in nature.

Our Alberta, Canada, property is highly prospective for economic deposits of lithium and other metals.  Formation water samples from producing wells in the Peace River Arch area contain anomalous concentrations of lithium as reported by the Alberta Geological Survey (2010) and the Alberta Research Council (1995).  Oilfield and continental brines in the area contain anomalous lithium concentrations.

Evaporite deposits similar to those from which lithium is currently produced in Clayton Valley, Nevada have also been identified within the boundaries of the registrant’s permit holdings.

Our Alberta, Canada, property represents approximately 269,353.04 Hectares overlying a potential extension of the Leduc Formation and Beaverhill Lake Group strata/Swan Hills Formation.  These two formations were identified by the Alberta Geological Survey (AGS) as containing formation waters containing potentially economic amounts of lithium.

The AGS recommended further analysis of the formation waters for lithium, stating that the lithium contents are similar to those of the only US-based lithium plant in Clayton Valley, Nevada.

The AGS singled out formation waters containing high concentrations of dissolved lithium where rock porosity and permeability would allow production.

In the Leduc Formation, reef thicknesses exceed 980 feet in places (based on 88 existing wells and 3,768 core analyses), while the carbonate platform in the Beaverhill varies in thickness from over 490 feet in the south to roughly 160 feet in the northwest (based on 183 existing wells and 18,256 core analyses).(2)

AGS findings on both formations show concentrations exceeding 100 mg/l with a maximum concentration of 130 mg/l occurring in the Beaverhill Lake formation.

This property has currently not been physically examined in the field by a professional geologist or mining engineer.  The Alberta claim has not been visited by either the registrant’s chief geologist or chief executive officer.

On March 22, 2010, we entered into an asset purchase agreement with Power Mining Ventures, Inc.  Pursuant to the agreement, Power Mining sold a 100% net revenue interest in certain mineral lease interests for the exploration of minerals in three lithium brine projects located in southwestern Australia. Additionally, Power Mining pledged a 2% Net Smelter Return Royalty on the property to a third party.  1% of which can be purchased for $1,000,000. The NSR will be payable upon commencement of commercial production, at which time a more formal agreement concerning NSR will be entered into.  We issued 2,400,000 restricted common shares for the lease interests.

Bare Rocks, Hoffman Hills & Normans Lake Projects cover an area of approximately 43,000 Acres (67 square miles) in Western Australia, lose to the town of Wagin, Australia. The projects total 55 graticule blocks.

14

The following is a small-scale map showing the location and access to Bare Rocks, Hoffman Hills and Normans Lake:

Bare Rocks and Hoffman Hills Exploration licenses’ are valid until April 18, 2016, and have a yearly rental of $1,816.00 & $1,702.50 AUD, due on April 18, every year.  These licenses have a combined annual commitment of $40,000.00 AUD.

Normans Lake Project Exploration license is valid until May 24, 2016 and has a yearly rental of $2,724.00 AUD, due on the May 24, every year.  This license has an annual commitment of $24,000.00 AUD.  The Company is currently up to date with meeting all annual commitments.

15

We currently hold exploration licenses.  The holder of an exploration license may in accordance with the license conditions, extract or disturb up to 1,000 tonnes of material from the ground, including overburden, and the minister may approve extraction of larger tonnages.

In order to mine economic quantities of lithium, we must obtain a mining lease.  The lessee of a mining lease may work and mine the land, take and remove minerals and do all things necessary to effectually carry out mining operations in, on or under the land, subject to conditions of title.  The term of a mining lease is 21 years and may be renewed for further terms. Section 67(1) of the Mining Act gives the holder of an exploration tenement an automatic right to apply for, and have granted, a mining lease, or mining leases, within the area of that exploration tenement.  We are responsible for meeting the conditions.

Bare Rocks, Hoffman Hills & Normans Lake Projects are located in Western Australia, close to the town of Wagin, Australia. Wagin is accessible by state route 120 and 107, and is approximately 165 miles from Perth by road.

Rock formations and mineralization

Our projects are situated within the South West Mineral Field of Western Australia.  This region includes the Wagin-Dumbleyung salt lake system which has been shown to occur at the western confluence of a very extensive surface drainage catchment area.  The catchment drains an area of extensive Archaean granite of the Yilgarn Craton where the lithium may have originated from dissolution of lithium-bearing minerals occurring in trace amounts in the granitic bedrock.  The three separate properties - Bear Rock, Hoffmans Hill, and Norman’s Lake - within the Wagin-Dumbleyung system exhibit similar characteristics and anomalous lithium concentrations.

As of June 27, 2012, the Company has completed preliminary geophysical studies of the properties and is developing an initial drill program.  At this time, we do not have an estimated cost for this project.

This property is currently without known reserves and the proposed program is exploratory in nature.

This property has currently not been physically examined in the field by a professional geologist or mining engineer.  Bare Rocks, Hoffman Hills & Normans Lake Projects have not been visited by the registrant’s chief executive officer at this time.

Neither we nor a professional geologist or mining engineer represented by us have visited the Australia or Alberta properties covered by the mineral leases described above.  There can be no assurance that the lease interests purchased pursuant to the asset purchase agreements are as represented nor that the properties will result in significant revenues.

GeoXplor Corporation

On March 12, 2010, we entered into an Asset Purchase Agreement with GeoXplor Corporation. GeoXplor has a 100% interest in and to approximately 81 claims comprising nearly 6,000 acres in the immediate Clayton Valley area, nearby the Chemetall Foot lithium brine plant at Silver Peak, Nevada.

Pursuant to the Asset Purchase Agreement, we agreed to purchase all of GeoXplor’s rights, title and interest, if any, in and to the property described above.  The total purchase price was $1,678,000. We will provide a work commitment for the property of up to USD $1,000,000 over three years as follows:

·

USD $150,000 within one year of the closing of this definitive Agreement;

·

USD $250,000 within two years of the closing of this definitive Agreement; and

·

USD $600,000 within three years of the closing of this definitive Agreement.

We will grant GeoXplor 750,000 post-split shares of the Company as follows:

·

250,000 shares at closing of this definitive Agreement;

16

·

250,000 shares within six months of the closing of this definitive Agreement; and

·

250,000 shares within twelve months of the closing of this definitive Agreement.

It is also recognized that these shares may be issued in its entirety to an escrow agent upon closing, and that the shares would be released in three equal amounts at six months, twelve months and eighteen months of the closing of this definitive Agreement, respectively.

GeoXplor will retain a 3% Net Smelter Returns Royalty on the property as defined in Schedule B.  The registrant is hereby granted an option to purchase up to a total of 2% of NSR by paying GeoXplor USD $1,000,000 for each 1% (1/3) at anytime.  GeoXplor shall be named Operator, to perform and conduct all necessary exploration on the property to industry standards.  The Company amended the agreement on March 21, 2012, to forego the original two-year deadline in exchange for issuing to GeoXplor shares of the Company’s common stock valued at $13,500.  No other terms or deadlines contained in the agreement have been amended.

Paymaster

Paymaster covers a total area of 5,880 acres (9.19 square miles). Situated within the Paymaster Canyon, located north of the Clayton Valley playa and east of Alkali Flats playa. Clayton Valley, Esmeralda County, Nevada, USA.  The project consists of 78 unpatented federal placer claims, granted by the United States Department of the Interior, Bureau of Land Management.  The claims were fully recorded with the US Bureau of Land Management. Named PM13 thru PM90, and assigned the Serial Numbers NMC 1018759-1018836.

In accordance with USA mining regulations, the Paymaster unpatented placer mining claims are in good standing until September 1, 2012. Thereafter, a maintenance fee of $140 per claim must be paid annually by September 1st along with a “Notice of Intent to Hold.” The fees for 2011 until 2012 have been paid in full.  We are responsible for meeting the conditions above.

Paymaster is located within the Paymaster Canyon, in the northern part of Clayton Valley, Nevada, USA and is approximately 20 miles from Tonopah, Nevada, USA.  The property is easily accessed by car from both Reno and Las Vegas, Nevada, USA, along US Highway 95 to Goldfield, Nevada, USA, then 15 miles west on the Silver Peak County Road to the junction of the Pearl Hot Springs road, which forks into the Paymaster Canyon road that traverses the entire length of the canyon.  Paymaster claims provide surface access and mineral rights.

To date we have completed the following work on the property:

·

Geophysics - Gravity Survey;

·

Geophysics - CSAMT/MT Survey (Controlled Source Audio Magnetotellurics/Magnetotellurics); and

·

Drilling - Initial 3 Holes of the 8 Hole drilling program.

			Paymaster Canyon
Geophysics - Gravity	$	65,000	Paid
Geophysics - CSAMT/MT		90,000	Paid
Phase Ia Drilling (3 holes)		165,042	Paid
Phase Ib Drilling (5 holes)		375,000
Analytical - 1		31,000
Mapping - 2		50,000
Borehole Geophysics - 3		75,000
Preliminary Engineering - 4		100,000
Metallurgical testing - 5		25,000
Total	$	976,042
Estimated Remaining	$	656,000

17

Notes:

1. geologic formation and water sample analysis by Method 6010b

2. mapping - GIS base map, exploration data overlays, topo contour mapping, isopach maps, groundwater maps, etc.

3. borehole geophysics - EM resistivity, gamma, etc.

4. process engineering, preliminary plant design parameter definition, design testing protocols, etc.

5. metallurgical testing for process definition and preliminary plant design considerations, etc.

Water and Grid-supplied electricity are available within the Clayton Valley.  This property is currently without known reserves and the proposed program is exploratory in nature.  The following is a small-scale map showing the location and access to the Paymaster property.

The Paymaster Canyon project area lies within a group of intermountain basin and range structures in west central Nevada and is surrounded by the Paymaster Ridge on the east, the Weepah Hills to the west, and Clayton Valley and

18

the Silver Peak Range to the south.  It has a playa floor of about ten square miles that receives surface drainage from an area of about fifty square miles.

The geology of the Paymaster claim block is dominantly related to basin and range development.  Rocks exposed in Paymaster Ridge, which bounds the Canyon on the east, are composed of sedimentary and volcanic units of the Esmeralda Formation.  To the west lies the Weepah Hills, composed predominantly Precambrian to Ordovician metamorphic and intrusive core rocks overlain by Tertiary sediments and volcanics.

Both areas are structurally complex with considerable normal and thrust faulting evident in Paymaster Ridge and the southeastern sections of the Weepah Hills.  The dominant structural feature of Paymaster Canyon is the Paymaster Fault, a range-front fault along the west side of the Ridge which exhibits up to 3,000 feet of vertical displacement.  Two large eastward trending faults, spaced a little over half a mile apart, at the south end of the property comprise what is believed to be part of a large conduit for lithium-enriched groundwater transfer and enrichment from Alkali Flats and Big Smoky Valley into the lower Paymaster Canyon and Clayton Valley playa.

Paymaster Canyon is underlain by valley fill sediments derived from lithium-rich volcanic rocks that compose parts of the surrounding hills.  The volcanic rocks and the derived basin-fill sediments include lithium-rich volcanic tuff and ash beds.  The basin-fill sediments consist of interbedded layers of Quaternary muds, volcanic tuff and ash beds, and salt.  This environment is ideal for the formation and accumulation of lithium evaporates and brines.

Competition

Metal prices may be unstable.  The mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of a mineral resource are discovered, a profitable market will exist for the sale of it.  Factors beyond our control may affect the marketability of any substances discovered.  The price of various metals has experienced significant movements over short periods of time, and is affected by numerous factors beyond our control, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods.  The supply of and demand for metals are affected by various factors, including political events, economic conditions and production costs in major producing regions.  There can be no assurance that the price of any metal will be such that our properties can be mined at a profit.

Government Regulations

Domestic mineral exploration operations are subject to extensive federal regulation and, with respect to federal leases, to interruption or termination by governmental authorities on account of environmental and other considerations.  The trend towards stricter standards in environmental legislation and regulation could increase our costs and others in the industry.  Mineral lessees are subject to liability for the costs of clean-up of pollution resulting from a lessee’s operations, and may also be subject to liability for pollution damages.  We intend to obtain insurance against costs of clean-up operations, but we have no such insurance at this time and it is unlikely that we will be able to fully insure against all such risks.

A serious incident of pollution may also result in the Department of the Interior requiring lessees under federal leases to suspend or cease operation in the affected area.

Employees

We have no employees other than our sole executive officer.  For the foreseeable future, we intend to use the services of independent consultants and contractors to perform various professional services, including reservoir engineering, land, legal, environmental and tax services.

Item 1A. Risk Factors.

Risks Relating to Our Business

NONE OF THE PROPERTIES IN WHICH WE HAVE AN INTEREST OR THE RIGHT TO EARN AN INTEREST HAS ANY KNOWN RESERVES.

19

None of the properties in which we have an interest or the right to earn an interest has any reserves.  To date, we have engaged in only limited preliminary exploration activities on the properties.  Accordingly, in which we do not have sufficient information upon which to assess the ultimate success of our exploration efforts.  If we do not establish reserves, we may be required to curtail or suspend our operations, in which case the market value of our common stock may decline, and you may lose all or a portion of your investment.

OUR CURRENT CASH WILL NOT BE SUFFICIENT TO FUND OUR BUSINESS AS CURRENTLY PLANNED FOR THE NEXT 12 MONTHS. WE WILL NEED ADDITIONAL FUNDING, EITHER THROUGH EQUITY OR DEBT FINANCINGS OR PARTNERING ARRANGEMENTS, THAT COULD NEGATIVELY AFFECT US AND OUR STOCK PRICE.

We will need significant additional funds to continue operations, which we may not be able to obtain. We estimate that we must raise approximately $1.0 million over the next 12 months to fund our anticipated capital requirements and obligations.  Although we have entered into an equity line which may provide a substantial portion of the funds needed, there is no assurance that all of such funds will be available when needed for our operations.

We have historically satisfied our working capital requirements through the private issuances of equity securities and convertible notes.  We will continue to seek additional funds through such channels and from collaboration and other arrangements with corporate partners.  However, we may not be able to obtain adequate funds when needed or funding that is on terms acceptable to us. If we fail to obtain sufficient funds, we may need to delay, scale back or terminate some or all of our mining exploration programs.

WE ARE AN EXPLORATION STAGE COMPANY, AND BASED ON OUR NEGATIVE CASH FLOWS FROM OPERATING ACTIVITIES THERE IS UNCERTAINTY AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN, AS NOTED BY OUR AUDITORS.

From inception, we have generated no revenues and have experienced negative cash flows from operating losses.  We anticipate continuing to incur such operating losses and negative cash flows for the foreseeable future, and to accumulate increasing deficits as we increase our expenditures for exploration and mining of minerals, infrastructure, research and development and general corporate purposes.  Any increases in our operating expenses will require us to achieve significant revenue before we can attain profitability.

Our history of operating losses and negative cash flows from operating activities will result in our continued dependence on external financing arrangements.  In the event that we are unable to achieve or sustain profitability or are otherwise unable to secure additional external financing, we may not be able to meet our obligations as they come due, raising substantial doubts as to our ability to continue as a going concern. Any such inability to continue as a going concern may result in our security holders losing their entire investment.  There is no guaranty that we will generate revenues or secure additional external financing.  Our financial statements, which have been prepared in accordance with United States Generally Accepted Accounting Principles, contemplate that we will continue as a going concern and do not contain any adjustments that might result if we were unable to continue as a going concern.  Changes in our operating plans, our existing and anticipated working capital needs, the acceleration or modification of our expansion plans, lower than anticipated revenues, increased expenses, potential acquisitions or other events will all affect our ability to continue as a going concern.

The report of independent auditors of our consolidated financial statements dated April 1, 2011, contains an explanatory paragraph which note our recurring operating losses since inception and our lack of capital, and that these conditions give rise to substantial doubt about our ability to continue as a going concern.  In the event that we are unable to successfully achieve future profitable operations and obtain additional sources of financing to sustain our operations, we may be unable to continue as a going concern.

WE HAVE A HISTORY OF OPERATING LOSSES AND WE ANTICIPATE FUTURE LOSSES.

We have not generated any revenues to date.  We incurred losses of approximately $996,265 and $1,066,066, respectively, for the fiscal years ended December 31, 2011 and 2010.  We have accumulated losses since inception of approximately $2,207,740.  We anticipate that losses will continue until such time when revenue from operations is sufficient to offset our operating costs, if ever.  If we are unable to increase our revenues or to increase them significantly enough to cover our costs, our financial condition will worsen and you could lose some or all of your investment.

20

BECAUSE WE DO NOT HAVE SUFFICIENT CAPITAL WE HAVE LIMITED OUR EXPLORATION ACTIVITY, WHICH MAY RESULT IN A LOSS OF YOUR INVESTMENT.

Because we are small and do not have excess capital, we have limited our exploration activity.  As such, we may not be able to complete exploration programs as planned. In that event, an existing ore body may go undiscovered.  Without an ore body, we cannot generate revenues, in which case, you may lose your entire investment.

BECAUSE OF THE SPECULATIVE NATURE OF MINERAL PROPERTY EXPLORATION, THERE IS SUBSTANTIAL RISK THAT NO COMMERCIALLY EXPLOITABLE MINERALS WILL BE FOUND AND OUR BUSINESS WILL FAIL.

Exploration for minerals is a speculative venture involving substantial risk.  We cannot provide investors with any assurance that our claims and properties contain commercially exploitable reserves.  The exploration work that we intend to conduct on our claims or properties may not result in the discovery of commercial quantities of minerals.  Problems such as unusual and unexpected rock formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts.  In such a case, our business may fail.

JOINT VENTURES AND OTHER PARTNERSHIPS IN RELATION TO OUR PROPERTIES MAY EXPOSE US TO RISKS.

In the future we may enter into joint ventures or other partnership arrangements with other parties in relation to the exploration, development and production of the properties in which we have an interest.  Joint ventures can often require unanimous approval of the parties to the joint venture or their representatives for certain fundamental decisions such as an increase or reduction of registered capital, merger, division, dissolution, amendments of constating documents, and the pledge of joint venture assets, which means that each joint venture party may have a veto right with respect to such decisions which would lead to deadlock in the operations of the joint venture or partnership.  Further, we may be unable to exert control over strategic decision made in respect of such properties. Any failure of such other companies to meet their obligations to us or to third parties, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse effect on the joint ventures or their properties and, therefore, could have a material adverse effect on our results of operations, financial performance, cash flows and share price.

WE ARE HIGHLY DEPENDENT ON OUR KEY EXECUTIVE OFFICER FOR THE SUCCESS OF OUR BUSINESS PLAN AND MAY BE DEPENDENT ON THE EFFORTS AND RELATIONSHIPS OF THE PRINCIPALS OF FUTURE ACQUISITIONS AND MERGERS. IF ANY OF THESE INDIVIDUALS BECOME UNABLE TO CONTINUE IN THEIR ROLE, OUR BUSINESS COULD BE ADVERSELY AFFECTED.

We believe our success will depend, to a significant extent, on the efforts and abilities of Matthew Worrall, our President and Chief Executive Officer.  If we lost Mr. Worrall, we would be forced to expend significant time and money in the pursuit of a replacement, which would result in both a delay in the implementation of our business plan and the diversion of limited working capital.  We can give you no assurance that we could find a satisfactory replacement for Mr. Worrall at all, or on terms that are not unduly expensive or burdensome.

If we grow and implement our business plan, we will need to add managerial talent to support our business plan.  There is no guarantee that we will be successful in adding such managerial talent.  These professionals are regularly recruited by other companies and may choose to change companies.  Given our relatively small size compared to some of our competitors, the performance of our business may be more adversely affected than our competitors would be if we lose well-performing employees and are unable to attract new ones.

OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER CONTROLS A SIGNIFICANT PERCENTAGE OF OUR COMMON STOCK.

As of June 28, 2012, Matthew Worrall, our President and Chief Executive Officer, beneficially owned approximately 20.45% of our outstanding common stock.  Mr. Worrall is able to influence all matters requiring stockholder approval, including election of directors and approval of significant corporate transactions.  This concentration of ownership, which is not subject to any voting restrictions, could limit the price that investors might

21

be willing to pay for our common stock.  In addition, Mr. Worrall is in a position to impede transactions that may be desirable for other shareholders.  He could, for example, make it more difficult for anyone to take control of the Company.

Risks Relating to the Industry

PLANNED EXPLORATION, AND IF WARRANTED, DEVELOPMENT AND MINING ACTIVITIES INVOLVE A HIGH DEGREE OF RISK.

We cannot assure you of the success of our planned operations.  Exploration costs are not fixed, and resources cannot be reliably identified until substantial development has taken place, which entails high exploration and development costs.  The costs of mining, processing, development and exploitation activities are subject to numerous variables which could result in substantial cost overruns.  Mining for silver and other base or precious metals may involve unprofitable efforts, not only rom dry properties, but from properties that are productive but do not produce sufficient net revenues to return a profit after accounting for mining, operating and other costs.

Our operations may be curtailed, delayed or cancelled as a result of numerous factors, many of which are beyond our control, including economic conditions, mechanical problems, title problems, weather conditions, compliance with governmental requirements and shortages or delays of equipment and services.  If our drilling activities are not successful, we will experience a material adverse effect on our future results of operations and financial condition.

There is a substantial risk that the properties that we drill will not eventually be productive or may decline in productivity over time.  We do not insure against all risks associated with our business because insurance is either unavailable or its cost of coverage is prohibitive.  The occurrence of an event that is not covered by insurance could have a material adverse effect on our financial condition.

THE IMPACT OF GOVERNMENT REGULATION COULD ADVERSELY AFFECT OUR BUSINESS.

Our business is subject to applicable domestic and foreign laws and regulations, including laws and regulations on taxation, exploration, and environmental and safety matters.  Many laws and regulations require drilling permits and govern the spacing of mines, rates of production, prevention of waste and other matters.  These laws and regulations may increase the costs and timing of planning, designing, drilling, installing, operating and abandoning our mines and other facilities. In addition, our operations are subject to complex environmental laws and regulations adopted by domestic and foreign jurisdictions where we operate.  We could incur liability to governments or third parties for any unlawful discharge of pollutants into the air, soil or water, including responsibility for remedial costs.

THE SUBMISSION AND APPROVAL OF ENVIRONMENTAL IMPACT ASSESSMENTS MAY BE REQUIRED.

Environmental legislation is evolving in a manner which means stricter standards; enforcement, fines and penalties for noncompliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations.

Because the requirements imposed by these laws and regulations frequently change, we cannot assure you that laws and regulations enacted in the future, including changes to existing laws and regulations, will not adversely affect our business.  In addition, because we acquire interests in properties that have been operated in the past by others, we may be liable for environmental damage caused by former operators.

DECLINE IN MINERAL PRICES MAY MAKE IT COMMERCIALLY INFEASIBLE FOR US TO DEVELOP OUR PROPERTY AND MAY CAUSE OUR STOCK PRICE TO DECLINE.

The value and price of your investment in our common shares, our financial results, and our exploration, development and mining activities may be significantly adversely affected by declines in the price of minerals and other precious metals. Mineral prices fluctuate widely and are affected by numerous factors beyond our control such as interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of mineral-producing countries throughout the world.  The price of minerals fluctuates in response to many factors, which are beyond

22

anyone’s prediction abilities.  The prices used in making the estimates in our plans differ from daily prices quoted in the news media.  Because mining occurs over a number of years, it may be prudent to continue mining for some periods during which cash flows are temporarily negative for a variety of reasons.  Such reasons include a belief that the low price is temporary, and/or the expense incurred is greater when permanently closing a mine.

WE MAY NOT HAVE ACCESS TO ALL OF THE SUPPLIES AND MATERIALS WE NEED TO BEGIN EXPLORATION, WHICH COULD CAUSE US TO DELAY OR SUSPEND OPERATIONS.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies such as dynamite as well as certain equipment like bulldozers and excavators that we might need to conduct exploration.  If we cannot obtain the necessary supplies, we will have to suspend our exploration plans until we do obtain such supplies.

Risks Relating to Our Common Stock:

IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED FROM THE OTCBB WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN THE SECONDARY MARKET.

Companies quoted on the OTCBB must be current in their reports under Section 13 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), in order to maintain price quotation privileges on the OTCBB.  The lack of resources to prepare and file our reports, including the inability to pay our auditor, could result in our failure to remain current on our reporting requirements, which could result in our being removed from the OTCBB.  As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. In addition, we may be unable to get re-listed on the OTCBB, which may have an adverse material effect on our company.

BECAUSE THE PUBLIC MARKET FOR SHARES OF OUR COMMON STOCK IS LIMITED, INVESTORS MAY BE UNABLE TO RESELL THEIR SHARES OF COMMON STOCK.

Currently, there is only a limited public market for our common stock on the OTCBB in the United States. Thus, investors may be unable to resell their shares of our common stock.  The development of an active public trading market depends upon the existence of willing buyers and sellers who are able to sell their shares as well as market makers willing to create a market in such shares.  Under these circumstances, the market bid and ask prices for the shares may be significantly influenced by the decisions of the market makers to buy or sell the shares for their own account.  Such decisions of the market makers may be critical for the establishment and maintenance of a liquid public market in our common stock.  Market makers are not required to maintain a continuous two-sided market and are free to withdraw firm quotations at any time.  We cannot give you any assurance that an active public trading market for the shares will develop or be sustained.

THE PRICE OF OUR COMMON STOCK IS VOLATILE, WHICH MAY CAUSE INVESTMENT LOSSES FOR OUR SHAREHOLDERS.

The market for our common stock is highly volatile, having ranged in the last twelve months from a low of $0.044 to a high of $0.570 on the OTCBB.  The trading price of our common stock on the OTCBB is subject to wide fluctuations in response to, among other things, quarterly variations in operating and financial results, and general economic and market conditions.

In addition, statements or changes in opinions, ratings, or earnings estimates made by brokerage firms or industry analysts relating to our market or relating to us could result in an immediate and adverse effect on the market price of our common stock.  The highly volatile nature of our stock price may cause investment losses for our shareholders.  In the past, securities class action litigation has often been brought against companies following periods of volatility in the market price of their securities.  If securities class action litigation is brought against us, such litigation could result in substantial costs while diverting management’s attention and resources.

23

OUR COMMON STOCK IS CONSIDERED TO BE A “PENNY STOCK,” WHICH MAY MAKE IT MORE DIFFICULT FOR INVESTORS TO SELL THEIR SHARES.

Our common stock has been subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), commonly referred to as the “penny stock” rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act. The SEC generally defines penny stock to be any equity security that has a market price less than US$5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the SEC; issued by a registered investment company; excluded from the definition on the basis of price (at least US$5.00 per share) or the registrant’s net tangible assets; or exempted from the definition by the SEC. Our common stock is considered to be a “penny stock.” The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks.”

As our common stock is considered to be “penny stock,” trading in our common stock will be subject to additional sales practice requirements on broker-dealers who sell penny stock to persons other than established customers and accredited investors. This may reduce the liquidity and trading volume of our shares.

THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. (“FINRA”) SALES PRACTICE REQUIREMENTS MAY LIMIT A SHAREHOLDER’S ABILITY TO BUY AND SELL OUR COMMON SHARES.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

THE MARKET PRICE FOR OUR COMMON SHARES IS PARTICULARLY VOLATILE GIVEN OUR STATUS AS A RELATIVELY UNKNOWN COMPANY WITH A SMALL AND THINLY TRADED PUBLIC FLOAT, LIMITED OPERATING HISTORY AND LACK OF PROFITS WHICH COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE PRICE. YOU MAY BE UNABLE TO SELL YOUR COMMON SHARES AT OR ABOVE YOUR PURCHASE PRICE, WHICH MAY RESULT IN SUBSTANTIAL LOSSES TO YOU.

The market for our common shares is characterized by significant price volatility when compared to the shares of larger, more established companies that trade on a national securities exchange and have large public floats, and we expect that our share price will continue to be more volatile than the shares of such larger, more established companies for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are, compared to the shares of such larger, more established companies, sporadically and thinly traded. As a consequence of this limited liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction.  The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a larger, more established company that trades on a national securities exchange and has a large public float. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

24

WE DO NOT INTEND TO PAY DIVIDENDS.

We do not anticipate paying cash dividends on our common stock in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are legally available to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends. The declaration, payment and amount of any future dividends will be made at the discretion of our board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

AS A PUBLIC COMPANY, WE ARE SUBJECT TO COMPLEX LEGAL AND ACCOUNTING REQUIREMENTS THAT WILL REQUIRE US TO INCUR SIGNIFICANT EXPENSES AND WILL EXPOSE US TO RISK OF NON-COMPLIANCE.

As a public company, we are subject to numerous legal and accounting requirements that do not apply to private companies. The cost of compliance with many of these requirements is material, not only in absolute terms but, more importantly, in relation to the overall scope of the operations of a small company. Our relative inexperience with these requirements may increase the cost of compliance and may also increase the risk that we will fail to comply.

Failure to comply with these requirements can have numerous adverse consequences including, but not limited to, our inability to file required periodic reports on a timely basis, loss of market confidence and/or governmental or private actions against us. We cannot assure you that we will be able to comply with all of these requirements or that the cost of such compliance will not prove to be a substantial competitive disadvantage vis-à-vis our privately held and larger public competitors.

WE MAY BE SUBJECT TO SHAREHOLDER LITIGATION, THEREBY DIVERTING OUR RESOURCES THAT MAY HAVE A MATERIAL EFFECT ON OUR PROFITABILITY AND RESULTS OF OPERATIONS.

As discussed in the preceding risk factors, the market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future.  In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may become the target of similar litigation.  Securities litigation will result in substantial costs and liabilities and will divert management’s attention and resources.

COMPLIANCE WITH CHANGING REGULATION OF CORPORATE GOVERNANCE AND PUBLIC DISCLOSURE WILL RESULT IN ADDITIONAL EXPENSES AND POSE CHALLENGES FOR OUR MANAGEMENT.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the rules and regulations promulgated thereunder, the Sarbanes-Oxley Act and SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the U.S. public markets.  Our management team will need to devote significant time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

Item 1B. Unresolved Staff Comments.

Not applicable as a smaller reporting company.

Item 2. Properties.

We currently have an office located at Suite 200, 871 Coronado Center Drive, Henderson, NV 89052.  Our monthly lease payment is $736per month and the current lease expires on October 1, 2012.

25

Item 3. 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 4. Mine Safety Disclosures.

Not applicable.

26

PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a) Market Information

Our common stock is quoted on the OTC Bulletin Board under the symbol “AMEL”. Our common stock was not quoted prior to March 12, 2010.

For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.

Calendar Quarter Ended:

	High			Low
2012
March 31	$	0.075		0.063
2011
March 31	$		0.53	$	0.25
June 30			0.57		0.20
September 30			0.23		0.13
December 31			0.19		0.044
2010
March 31	$		3.00	$	0.90
June 30			1.90		0.50
September 30			0.78		0.27
December 31			0.57		0.20

(b) Holders

As of June 28, 2012, we had approximately 71 holders of record of our common stock. This number does not include beneficial owners whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

(c) Dividend Policy

The payment by us of dividends, if any, in the future rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition, as well as other relevant factors. We do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business.

(d) Equity Compensation Plan Information

None.

Unregistered Sales of Equity Securities

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.

27

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.

28

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

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

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

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

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

On November 8, 2011, the Company issued 250,000 shares of stock at $0.14 per share, as part of the consultancy agreement.  The amount will be granted every six months at its current trading price.  These shares are restricted.

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

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

There were no other unregistered sales of the Company’s equity securities during the fiscal year end December 31, 2011, other than those previously reported in a Current Report on Form 8-K.

The foregoing recent sales of unregistered securities were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(2) of the Securities Act because the issuance of the shares by the Company did not involve a “public offering,” as defined in Section 4(2) of the Securities Act, and due to the insubstantial number of persons involved in the offering, size of the offering, manner of the offering and number of securities offered. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since they agreed to, and received, share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we believe we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.

Item 6. Selected Financial Data.

Not applicable.

Item 7. 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 United States Securities and Exchange Commission (collectively the “Filings”) 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, including those set forth in the Risk Factors on page 18.  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,

29

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 consolidated financial statements and notes thereto appearing elsewhere in this report.

Plan of Operation

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

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

The company’s current primary focus during 2012 is as follows:

(1)

The continued development of our U.S. properties;

(2)

The initiation of exploration and development of our Australian properties;

(3)

Establish an economically viable lithium resource; and

(4)

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

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

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

·

Geophysical review and data acquisition;

·

EIS (Exploration Incentive Scheme) application;

·

Geomorphology interpretation;

·

Review tenement status and opportunities;

·

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

·

On-site visit.

The Company will then look to extend the exploration program to incorporate drilling.

The Company intends to fund the intended exploration with current assets and additional funding from the Company’s current financing agreements.  The Company believes that it will require an additional $1.0 million over

30

the next 12 months to achieve its goals.  Our ability to continue in existence is dependent on our ability to secure additional funding and commence full scale operations.

Trends and Uncertainties

Amerilithium is in the exploration stage, has not commenced material operations and has sustained a loss to date. The demand for our products would be negatively affected by impurities in the minerals and volume limitations.

Investing Activities

For the year ended December 31, 2011, Amerilithium purchased mining rights for $114,000 resulting in net cash flows from investing activities of $114,000.

For the year ended December 31, 2011, Amerilithium purchased fixed assets of $812 and mining rights of $114,000.  As a result, net cash flows from investing activities for the year ended December 31, 2011, were $114,812.

Financing Activities

For the year ended December 31, 2011, Amerilithium received proceeds from the sale of common stock of $708.580, a convertible debenture, net of OID stock subscription payable of $588,213 and payments of notes payable of $40,000 resulting in net cash flows from financing activities of $1,256,793.

For the year ended December 31, 2011, Amerilithium received proceeds from the sale of common stock of $708,580 and stock subscriptions payable of $588,213.  Additionally, the Company made payments on the proceeds of notes payable of $40,000.  As a result, net cash flows from financing activities were $1,256,793 for the year ended December 31, 2011.

Results of Operations

For the Year Ended December 31, 2011 Compared to December 31, 2010

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

General and Administrative Expenses

For the years ended December 31, 2011 and 2010, general and administrative expenses decreased from $1,065,041 to $872,649, respectively, due to better cost controls.  Amerilithium paid legal and professional fees of $297,455 and $419,427 for the years ended December 31, 2011 and 2010, respectively.  The decrease in legal and professional fees was due to re-negotiation of existing agreements.  Additionally, general and administrative expenses for the year ended December 31, 2011, consisted of salaries of $150,500, depreciation and amortization of $1,223, mineral property expenditures of $272,188, marketing and advertising of $80,303, insurance of $21,047, dues and subscriptions of $13,661 and other general and administrative expenses of $54,632.

Comparatively, for the year ended December 31, 2010, in addition to the legal and professional fees described above, general and administrative expenses consisted of salaries of $208,500, depreciation and amortization of $887, marketing and advertising of $74,116, insurance of $18,163, dues and subscriptions of $11,824, taxes of $18,360 and other general and administrative costs of $25,841.  The decrease between periods was due to a decrease in legal and professional fees.

The Company has reduced their loss by $69,801 for the year ended December 31, 2011 versus December 31, 2010.  The Company recorded a loss of $996,265 and $1,066,066 for the years ended December 31, 2011 and 2010, respectively.  The reduction was due to better cost controls.  

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at December 31, 2011, compared to December 31, 2010.

31

	December 31, 2011		December 31, 2010		Increase/Decrease
Current Assets	$	501,202	$	230,554	$	270,648
Current Liabilities	$	29,909	$	75,663	$	(45,754)
Working Capital (Deficit)	$	493,030	$	154,891	$	338,139

At December 31, 2011, we had a working capital of $493,030, as compared to a working capital of $154,891, at December 31, 2010, an increase of $338,139.  The increase is primarily attributable to the Company issuing $708,580 in capital stock and $588,213 of convertible notes during the year ended December 31, 2011.  The Company continues to devote significant resources to continue selling stock until the Company leaves the exploration stage.

Going Concern

At December 31, 2011, we were engaged in a business and had suffered losses from development stage activities to date. In addition, we have minimal operating funds.  Although management is currently attempting to identify business opportunities and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful.  Accordingly, we must rely on our officers to perform essential functions without compensation until a business operation can be commenced.  No amounts have been recorded in the accompanying financial statements for the value of officers’ services, as it is not considered material.

These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Recent Accounting Pronouncements

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.

Off-Balance Sheet Arrangements

As of December 31, 2011, the Company did not have any off-balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

32

Item 8. Financial Statements and Supplementary Data.

Our financial statements are contained in pages F-1 through F-15 which appear at the end of this Annual Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 9A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

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

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

(b) Management’s Assessment of Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules 13a-15(f).  A system of internal control over financial reporting is a process designed 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.

Under the supervision and with the participation of management, including the principal executive officer and the principal financial officer, the Company’s management has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2011, based on the criteria established in a report entitled “Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission” and the interpretive guidance issued by the Commission in Release No. 34-55929.  Based on this evaluation, the Company’s management has evaluated and concluded that the Company’s internal control over financial reporting was ineffective as of December 31, 2011, and identified the following material weaknesses:

·

There is a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles in the US (“GAAP”) and the financial reporting requirements of the U.S. Securities and Exchange Commission.

·

There are insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.

·

There is a lack of segregation of duties, in that we only had one person performing all accounting-related duties.

Notwithstanding the existence of these material weaknesses in our internal control over financial reporting, our management believes that the consolidated financial statements included in its reports fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.

33

The Company will continue its assessment on a quarterly basis.  We plan to hire personnel and resources to address these material weaknesses.  We believe these issues can be solved with hiring in-house accounting support and plan to do so as soon as we have funds available for this.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.  The Company’s registered public accounting firm was not required to issue an attestation on its internal controls over financial reporting pursuant to temporary rules of the Securities and Exchange Commission.  The Company will continue to evaluate the effectiveness of internal controls and procedures on an on-going basis.

(c) Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the year ended December 31, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

Not applicable.

34

PART III

Item 10. Directors, Executive Offices and Corporate Governance.

The following table and text sets forth the names and ages of all our directors and executive officers and our key management personnel as of June 28, 2012. All of our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the board of directors, and are elected or appointed to serve until the next Board of Directors meeting following the annual meeting of stockholders.  Also provided is a brief description of the business experience of each director and executive officer and the key management personnel during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.

Name	Positions Held	Age
Matthew Worrall	President, Chief Executive Officer, Chief Financial Officer, Director	38

Mr. Worrall was appointed President, Chief Executive Officer, Chief Financial Officer and our sole director in March 2010. Mr. Worrall was a partner of Imagex, a print and design agency engaging in ecommerce operations and providing business consultancy to both small and blue chip organization from July 2006 to August 2008. From November 2005 to July 2006, Mr. Worrall was a business development manager for Ideasbynet, a promotion goods company. From August 1997 to November 2005, Mr. Worrall was a group manager for Boatworld Ltd., a marine hardware and accessories web store. From September 1999 to present, Mr. Worrall has worked as an independent property developer, completing several small to medium sized property developments.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board, except to the extent governed by an employment agreement.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past ten years, none of the following occurred with respect to a director or executive officer of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a Federal or State securities or commodities law, and the judgment has not been reversed, suspended or vacated; (5) being subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or State securities or commodities law or regulation or any law or regulation respecting financial institutions or insurance companies or prohibiting mail or wire fraud or fraud in connection with any business entity; or (6) being subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity of the Commodity Exchange Act, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Committees and Independence

Our board of directors consists of Matthew Worrall. He is not independent as such term is defined by a national securities exchange or an inter-dealer quotation system.

35

We currently have no nominating committee, no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.

Code of Ethics

We do not currently have a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Controller, or persons performing similar functions.  Because we have only limited business operations and four officers and directors, we believe a code of ethics would have limited utility. We intend to adopt such a code of ethics as our business operations expand and we have more directors, officers and employees.

Changes in Nominating Procedures

None.

Item 11. Executive Compensation.

We may elect to award a cash bonus to key employees, directors, officers and consultants based on meeting individual and corporate planned objectives.

On March 12, 2010, we entered into an employment agreement with Matthew Worrall.  The term of the agreement is for three years and shall continue thereafter renewable on a twelve month basis. Mr. Worrall shall receive a salary of $6,500 per month.  Mr. Worrall is eligible to participate in any benefits made generally available by the Company and shall be reimbursed for all reasonable business expenses incurred in the performance of his duties.  The Company and Mr. Worrall shall review terms of Mr. Worrall’s salary and benefits on a semi-annual basis.

Name & Principal Position	Year	Salary($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Person Value and Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total($)
Matthew Worrall President, Chief Executive Officer, Chief Financial Officer, Director	2011		78,000		-		-		-		-		-		-	$	78,000
	2010	$	65,000		-		-		-		-		-		-	$	65,000
	2009	$	-		-		-		-		-		-		-	$	-

We do not have any other standard arrangements by which directors are compensated for any services provided as a director. No cash has been paid to our sole director in his capacity as such.

Outstanding Equity Awards

None.

Director Compensation

None.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

As of June 28, 2012, our authorized capitalization is 150,000,000 shares of common stock, $0.001 par value per share. As of June 28, 2012, there were 90,389,885 shares of our common stock outstanding, all of which were fully paid, non-assessable and entitled to vote. Each share of our common stock entitles its holder to one vote on each matter submitted to the stockholders.

36

The following table sets forth, as of June 28, 2012, the number of shares of our common stock owned by (i) each person who is known by us to own of record or beneficially five percent (5%) or more of our outstanding shares, (ii) each of our directors, (iii) each of our executive officers and (iv) all of our directors and executive officers as a group. Unless otherwise indicated, each of the persons listed below has sole voting and investment power with respect to the shares of our common stock beneficially owned.

Executive Officers, Directors, and More than 5% Beneficial Owners

The address of our officer or director is c/o the Company at 871 Coronado Center Drive, Suite 200, Henderson, Nevada 89052.

Name of Beneficial Owner (1)	Number of Shares	Percent of Class
Matthew Worrall	18,488,337	20.45	%
President, Chief Executive Officer, Chief Financial Officer, Director

(1) Beneficial ownership is determined in accordance with Rule 13d-3(a) of the Exchange Act and generally includes voting or investment power with respect to securities.

Changes in Control

We are not aware of any arrangements that may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

There are no transactions since our inception, or proposed transactions, to which we were or are to be a party, in which any of the following persons had or is to have a direct or indirect material interest:

(a) Any director or executive officer of the Company;

(b) Any majority security holder; and

(c) Any member of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the persons in the above.

Item 14. Principal Accountant Fees and Services.

Summary of Principal Accountant Fees for Professional Services Rendered

The following table presents the aggregate fees for professional audit services and other services rendered by Thomas J. Harris, CPA, our independent registered public accountant in 2011 and 2010, respectively.

	Fiscal Year Ended		Fiscal Years Ended
	December 31, 2011		December 31, 2010
Audit and Audit Related Fees	$	21,000	$	15,000
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0

37

PART IV

Item 15. Exhibits, Financial Statement Schedules.

Exhibit No.	Description
3.1	Articles of Incorporation (Incorporated by reference to Form S-1 filed on November 5, 2008)
3.2	Amendment to Articles of Incorporation (Incorporated by reference to Current Report on Form 8-K filed on March 12, 2010)
3.3	Bylaws (Incorporated by reference to Form S-1 filed on November 5, 2008)
4.1	JMJ Financial Convertible Promissory Note $1,850,000 (Incorporated by reference to Current Report on Form 8-K filed on July 6, 2011)
4.2	JMJ Financial Convertible Promissory Note $540,000 (Incorporated by reference to Current Report on Form 8-K filed on July 6, 2011)
4.3	Additional Default Provisions with JMJ Financial, dated June 29, 2011 (Incorporated by reference to Current Report on Form 8-K filed on July 6, 2011)
4.4	Secured & Collateralized Promissory Notes $540,000 (Incorporated by reference to Current Report on Form 8-K filed on July 6, 2011)
4.5	Amendment to Convertible Promissory Note (Incorporated by reference to Current Report on Form 8-K filed on July 18, 2011)
10.1	Letter Agreement, dated June 29, 2011 between the Company and JMJ Financial (Incorporated by reference to Current Report on Form 8-K filed on July 6, 2011)
10.2	Investor Relations Service Agreement, dated September 30, 2011, between 1830012 Ontario Ltd. O/A Circadian Group and Amerilithium Corp. (Incorporated by reference to Current Report on Form 8-K/A filed on December 19, 2011)
10.3	Geophysical Service Agreement dated July 27, 2011 (Incorporated by reference to Current Report on Form 8-K filed on July 28, 2011)
10.4	Committed Equity Facility Agreement, dated January 30, 2012, by and between Amerilithium Corp. and TCA Global Credit Master Fund, LP (Incorporated by reference to Registration Statement on Form S-1 filed on February 14, 2012)
10.5	Registration Rights Agreement, dated January 30, 2012, by and between Amerilithium Corp. and TCA Global Credit Master Fund, LP (Incorporated by reference to Registration Statement on Form S-1 filed on February 14, 2012)
10.6	Purchase Agreement, dated September 23, 2011 by and between the Company, Nevada Alaska Mining Co., Inc., Robert Craig, Barbara Anne Craig and Elizabeth Dickman (Incorporated by reference to Current Report on Form 8-K filed on September 27, 2011)
10.7	Purchase Agreement, dated September 23, 2011 by and between the Company, Robert Craig and Barbara Anne Craig (Incorporated by reference to Current Report on Form 8-K filed on September 27, 2011)

38

31.1	Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14 (a)). *
31.2	Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14 (a)). *
32.1	Certification by the 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 by the 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

39

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERILITHIUM CORP.
Dated: June 28, 2012	By:	/s/ Matthew Worrall
		Matthew Worrall
		Chief Executive Officer (Principal Executive Officer) Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THIS REPORT HAS BEEN SIGNED BY OR ON BEHALF OF THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:

Signature	Title	Date
/s/ Matthew Worrall	Chairman, Chief Executive Officer (Principal Executive	June 28, 2012
Matthew Worrall	Officer), Chief Financial Officer (Principal Financial
	Officer) (Principal Accounting Officer)

40

AMERILITHIUM CORP.
Formerly Kodiak International Inc.
Index to Restated Financial Statements
Report of Independent Registered Public Accounting Firm	F-2
Restated Balance Sheet:
December 31, 2011 and 2010	F-3
Restated Statements of Operations:
For the Years Ended December 31, 2011 and 2010	F-4
Restated Statements of Stockholders' Deficit
For the Years Ended December 31, 2011 and 2010	F-5
Restated Statements of Cash Flows:
For the Years Ended December 31, 2011 and 2010	F-6
Restated Notes to Financial Statements:
December 31, 2011	F-7

F-1

THOMAS J. HARRIS

CERTIFIED PUBLIC ACCOUNTANT

3901 STONE WAY N., SUITE 202

SEATTLE, WA  98103

206.547.6050

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

AMERILITHIUM CORP. (Formerly Kodiak International, Inc.)

I have audited the accompanying balance sheets of AMERILITHIUM CORP. (Formerly Kodiak International, Inc; An Exploration Stage Company) as of December 31, 2011 and 2010, and the related restated statements of operations, stockholders’ equity and cash flows for the years then ended, and the period from February 2, 2004 (inception) to December 31, 2011.  These financial statements are the responsibility of the Company’s management.  My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AMERILITHIUM CORP. (Formerly Kodiak International, Inc.; An Exploration Stage Company) as of December 31, 2011 and 2010 and the results of its operations and cash flows for the years then ended and the period from February 2, 2004 (inception) to December 31, 2011 in conformity with generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note #2 to the financial statements, the Company has had no operations and has no established source of revenue.  This raises substantial doubt about its ability to continue as a going concern.  Management’s plan in regard to these matters is also described in Note #2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Thomas J Harris

Thomas J Harris, CPA

Seattle, Washington

March 29, 2012 except Note 3 which is dated June 19, 2012

F-2

AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Restated Balance Sheet
	December 31,	December 31,
	2011	2010
	(Restated)
ASSETS
Current assets:
Cash	$ 501,203	$ 230,554
Total current assets	501,203	230,554
Fixed Assets
Computer Equipment	7,704	6,892
Total Fixed Assets	7,704	6,892
Less Accumulated Depreciation	1,119	887
Net Fixed Assets	6,585	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	$ 7,732,788	$ 7,347,559
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$ 29,909	$ 17,303
Accrued taxes	-	18,360
Convertible Debentures Current portion (Restated)	-	40,000
Total current liabilities	29,909	75,663
Long-term  liabilities:
Convertible Debentures (restated)	451,108
Total long-term liabilities	451,108	-
Total liabilities	481,017	75,663
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 150,000,000 authorized,
71,724,104 and 67,277,224 shares issued and outstanding	71,724	67,277
Capital in excess of par value (restated)	9,387,787	8,416,094
Deficit accumulated during the development stage (restated)	(2,207,740)	(1,211,475)
Total stockholders' equity	7,251,771	7,271,896
Total liabilities and stockholders' deficit	$ 7,732,788	$ 7,347,559

F-3

AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Restated Statements of Operations
			Cumulative,
			Inception,
			February 2,
	Year Ended	Year Ended	2004 Through
	December 31,	December 31,	December 31,
	2011	2010	2011
	(Restated)
Revenue
Operating expenses:
Salaries	150,500	208,500	421,757
Depreciation and Amortization	1,223	887	2,109
Mineral Property Expenditures	272,188	287,923	364,111
Legal and professional fees	297,455	419,427	983,501
Marketing and Advertising	80,303	74,116	154,430
Insurance	21,047	18,163	39,210
Dues and Subscriptions	13,661	11,824	27,130
Taxes	(18,360)	18,360	725
Other general and administrative	54,632	25,841	81,895
Total operating expenses	872,649	1,065,041	2,074,868
(Loss) from operations	(872,649)	(1,065,041)	(2,074,868)
Other income (expense):
Currency losses	(2,531)		(10,762)
Interest (expense) (restated)	(121,085)	(1,025)	(122,110)
(Loss) before taxes	(996,265)	(1,066,066)	(2,207,740)
Provision (credit) for taxes on income	-		-
Net (loss)	$ (996,265)	$ (1,066,066)	$ (2,207,740)
Basic earnings (loss) per common share	$ (0.0143)	$ (0.0174)
Weighted average number of shares outstanding	69,500,664	61,338,612

F-4

AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Restated Statement of Stockholders' Equity
				Deficit
				Accumulated
			Capital in	During the
	Common Stock		Excess of	Development
	Shares	Amount	Par Value	Stage	Total
Inception, February 2, 2004 through December 31, 2005 (Audited):
Shares Issued	4,740,000	$ 4,740	$ 14,060		$ 18,800
Net (loss)				(104)	(104)
Balances, December 31, 2005	4,740,000	4,740	14,060	(104)	18,696
Year Ended December 31, 2006 (Audited)
Shares Issued	360,000	360	6,840		7,200
Net (loss)				(20,020)	(20,020)
Balances, December 31, 2006	5,100,000	5,100	20,900	(20,124)	5,876
Year Ended December 31, 2007 (Audited)
Shares Issued					-
Net (loss)				(981)	(981)
Balances, December 31, 2007 (Audited)	5,100,000	5,100	20,900	(21,105)	4,895
Shares Issued, August 22, 2008	1,500,000	1,500	58,500		60,000
Net (loss)				(41,539)	(41,539)
Balances, December 31, 2008 (Audited)	6,600,000	6,600	79,400	(62,644)	23,356
Shares Issued, November 18, 2009	200,000	200	49,800		50,000
Net (loss)				(82,765)	(82,765)
Balances, December 31, 2009 (Audited)	6,800,000	6,800	129,200	(145,409)	(9,409)
Forward Stock Split 8:1	54,400,000	47,600	(47,600)		-
Stock issued for purchase of mining claims	5,950,000	5,950	6,804,050		6,810,000
Stock issued for financing agreement	1,218,891	1,219	1,044,552		1,045,771
Stock issued for loan conversion	4,800,000	4,800	25,200		30,000
Stock issued for advisory services	175,000	175	80,425		80,600
Stock issued for consultancy agreement	350,000	350	184,650		185,000
Stock issued for finders fee agreement	300,000	300	95,700		96,000
Stock issued with warrant	83,333	83	99,917		100,000
Net (loss)				(1,066,066)	(1,066,066)
Balances, December 31, 2010 (Audited)	67,277,224	67,277	8,416,094	(1,211,475)	7,271,896
Stock issued for purchase of mining claims	600,000	600	107,400		108,000
Stock issued for financing agreement	751,880	752	199,248		200,000
Stock issued for loan conversion	2,400,000	2,400	223,600		226,000
Bond discount on convertible debentures			267,240		267,240
Stock issued for advisory services	195,000	195	52,205		52,400
Stock issued for consultancy agreement	500,000	500	122,000		122,500
Net (loss)				(996,265)	(996,265)
Balances, December 31, 2011 (Audited)	71,724,104	$ 71,724	$ 9,387,787	$ (2,207,740)	$ 7,251,771

F-5

AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Statements of Cash Flows
			Cumulative,
			Inception,
			February 2,
	Year Ended	Year Ended	2004 Through
	December 31,	December 31,	December 31,
	2011	2010	2011
	(Restated)		(Restated)
Cash flows from operating activities:
Net (loss)	$ (996,265)	$ (1,066,066)	$ (2,207,740)
Adjustments to reconcile net (loss) to cash
provided (used) by developmental stage activities:
Expenses paid by issuance of Common Stock:	174,900		536,500
Amortization of bond discount and OID	117,849		117,849
Depreciation and Amortization	233	887	1,119
Change in current assets and liabilities:
Accounts payable and accrued expenses	(24,256)	35,663	11,407
Net cash flows from operating activities	(727,539)	(1,029,516)	(1,540,865)
Cash flows from investing activities:
Purchase of fixed assets	(812)	(6,892)	(7,704)
Purchase of Mining Rights	(6,000)	(301,000)	(307,000)
Net cash flows from investing activities	(6,812)	(307,892)	(314,704)
Cash flows from financing activities:
Proceeds from sale of common stock	200,000	1,537,371	1,887,162
Convertible debenture, net of OID	845,000		469,610
Stock subscription payable			-
Advances from shareholder		(10,000)	-
Proceeds/(Payment) of notes payable	(40,000)	40,000	-
Net cash flows from financing activities	1,005,000	1,567,371	2,356,772
Net cash flows	270,649	229,963	501,203
Cash and equivalents, beginning of period	230,554	591	-
Cash and equivalents, end of period	$ 501,203	$ 230,554	$ 501,203
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	$ 226,000		$ 226,000

F-6

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Restated Notes to Financial Statements

                                                                                                                                                 December 31, 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 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.

F-1

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Restated Notes to Financial Statements

                                                                                                                                                 December 31, 2011

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 and December 31, 2011:

	Restated 9/30/2011	Original 9/30/2011	Restated 12/31/2011	Original 12/31/2011
Sales	-	-	-	-
Loss	(737,206)	(687,014)	(996,265)	(844,074)
Common Stock	69,574	69,574	71,724	71,724
Paid in Surplus	9,107,537	8,922,577	9,387,787	9,120,227
Retained Deficit	(1,948,681)	(1,898,489)	(2,207,740)	(2,055,549)
Earnings Per Share	(0.0108)	(0.0100)	(0.0143)	(0.0121
Convertible Debenture	471,347	656,640	451,108	619,000
Interest Expense	53,719	3,527	121,085	7,054
Other Assets	-	34,313	-	30,787

F-2

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Restated Notes to Financial Statements

                                                                                                                                                 December 31, 2011

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 Deferred Tax Asset for Federal income tax consists of the following:

	2010	2011
Refundable Federal income tax attributable to:
Current operations	$(362,462)	$(338,730)
Less, Nondeductible expenses	-0-	-0-
-Less, Change in valuation allowance	362,462	338,730
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:

	2010	2011
Deferred tax asset attributable to:
Net operating loss carryover	$411,902	$748,592
Less, Valuation allowance	( 411,902)	( 748,592)
Net deferred tax asset	-	-

At December 31, 2011, an unused net operating loss carryover approximating $2,207,740 is available to offset future taxable income; it expires beginning in 2025.

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.

F-3

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Restated Notes to Financial Statements

                                                                                                                                                 December 31, 2011

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.

F-4

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Restated Notes to Financial Statements

                                                                                                                                                 December 31, 2011

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.

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

On November 8, 2011, the Company issued 250,000 shares of stock at $0.14 per share, as part of the consultancy agreement.  The amount will be granted every six months at its current trading price.  These shares are restricted.

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

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

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.

F-5

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Restated Notes to Financial Statements

                                                                                                                                                 December 31, 2011

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 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 December 31, 2011 the Company has received proceeds from these notes totaling $845,000 with a total amount due at maturity of $919,360  Additionally, the company recorded the intrinsic value of the beneficial conversion feature on the grant date.  As of December 31, 2011the convertible debentures had an

F-6

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Restated Notes to Financial Statements

                                                                                                                                                 December 31, 2011

unamortized  discount of  $154,925.

During 2011, JMJ Financial converted a portion of their convertible debenture into common stock.  The Company issued 2,400,000 shares of stock and reduced their convertible note payable by $226,000.  The balance of these notes at December 31, 2011 was $451,108, 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 January 3, 2012, JMJ Financial converted an amount on their convertible debentures.  The Company issued 3,500,000 shares of common stock.

On February 9, 2012, JMJ Financial converted an amount on their convertible debentures.  The Company issued 1,800,000 shares of common stock.

On February 24, 2012, JMJ Financial converted an amount on their convertible debentures.  The Company issued 2,000,000 shares of common stock.

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

As part of the financing agreement, the Company issued 1,149,425 shares and received $250,000 on January 30, 2012.

On March 14, 2012, the Company issued 50,000 shares as part of the consultancy agreement with three individuals.

On March 21, 2012, the Company issued 225,000 shares to GeoXplor as part of the renegotiation of the payment plan on the purchase of mining property.  A portion of the year 2 payment had not been made.  GeoXplor agreed to extend the payment terms in exchange for stock totaling $13,500.  The Company has agreed to pay the delinquent amount and meet the deadline for the year 3 payment.

On March 23, 2012, The Company issued 2,000,000 to JMJ Financial as part of their financing agreement.

F-7

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Restated Notes to Financial Statements

                                                                                                                                                 December 31, 2011

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.

F-8

EX-31

Exhibit 31.1 Certification   

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Matthew Worrall, certify that:

1.	I have reviewed this Form 10-K/A 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 present in this report;
4.	I am 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 13-a-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 financing 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.	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 involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: June 28, 2012			By:	/s/ Matthew Worrall
				Matthew Worrall
				Principal Financial Officer Amerilithium Corp.

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Annual Report of Amerilithium Corp. (the “Company”), on Form 10-K/A for the year ended December 31, 2011, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Matthew Worrall, Principal Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

Such Annual Report on Form 10-K/A for the year ended December 31, 2011, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in such Annual Report on Form 10-K/A for the year ended December 31, 2011, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 28, 2012	By:	/s/ Matthew Worrall
		Matthew Worrall
		Principal Executive Officer Amerilithium Corp.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Annual Report of Amerilithium Corp. (the “Company”), on Form 10-K/A for the year ended December 31, 2011, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Matthew Worrall, Principal Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

Such Annual Report on Form 10-K/A for the year ended December 31, 2011, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in such Annual Report on Form 10-K/A for the year ended December 31, 2011, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 28, 2012	By:	/s/ Matthew Worrall
		Matthew Worrall
		Principal Financial Officer Amerilithium Corp.

XML

Restatement:

12 Months Ended

Dec. 31, 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 and December 31, 2011:

	Restated 9/30/2011	Original 9/30/2011	Restated 12/31/2011	Original 12/31/2011
Sales	-	-	-	-
Loss	(737,206)	(687,014)	(996,265)	(844,074)
Common Stock	69,574	69,574	71,724	71,724
Paid in Surplus	9,107,537	8,922,577	9,387,787	9,120,227
Retained Deficit	(1,948,681)	(1,898,489)	(2,207,740)	(2,055,549)
Earnings Per Share	(0.0108)	(0.0100)	(0.0143)	(0.0121
Convertible Debenture	471,347	656,640	451,108	619,000
Interest Expense	53,719	3,527	121,085	7,054
Other Assets	-	34,313	-	30,787

XML

Uncertainty, going concern:

12 Months Ended

Dec. 31, 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 (USD $)	Dec. 31, 2011	Dec. 31, 2010
Current assets:
Cash	$ 501,203	$ 230,554
Total current assets	501,203	230,554
Fixed Assets
Computer Equipment	7,704	6,892
Total Fixed Assets	7,704	6,892
Less Accumulated Depreciation	1,119	887
Net Fixed Assets	6,585	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	7,732,788	7,347,559
Current liabilities:
Accounts payable and accrued expenses	29,909	17,303
Accrued taxes	0	18,360
Convertible Debentures Current portion (restated)	0	40,000
Total current liabilities	29,909	75,663
Long-term liabilities:
Convertible Debentures (restated)	451,108	0
Total long-term liabilities	451,108	0
Total liabilities	481,017	75,663
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 150,000,000 authorized, 71,724,104 and 67,277,224 shares issued and outstanding, respectively	71,724	67,277
Capital in excess of par value (restated)	9,387,787	8,416,094
Deficit accumulated during the development stage	(2,207,740)	(1,211,475)
Total stockholders' equity	7,251,771	7,271,896
Total liabilities and stockholders' deficit	$ 7,732,788	$ 7,347,559

XML

Statements of Cash Flows (USD $)	12 Months Ended		95 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2011
Cash flows from operating activities:
Net (loss)	$ (996,265)	$ (1,066,066)	$ (2,207,740)
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities:
Expenses paid by issuance of Common Stock:	174,900	0	536,500
Amortization of bond discount and OID	117,849	0	117,849
Depreciation and Amortization	233	887	1,119
Change in current assets and liabilities:
Accounts payable and accrued expenses	(24,256)	35,663	11,407
Net cash flows from operating activities	(727,539)	(1,029,516)	(1,540,865)
Cash flows from investing activities:
Purchase of fixed assets	(812)	(6,892)	(7,704)
Purchase of Mining Rights	(6,000)	(301,000)	(307,000)
Net cash flows from investing activities	(6,812)	(307,892)	(314,704)
Cash flows from financing activities:
Proceeds from sale of common stock	200,000	1,537,371	1,887,162
Convertible debenture, net of OID	845,000	0	469,610
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	1,005,000	1,567,371	2,356,772
Net cash flows	270,648	229,963	501,203
Cash and equivalents, beginning of period	230,554	591	0
Cash and equivalents, end of period	501,203	230,554	501,203
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	$ 226,000		$ 226,000

XML

Organization and summary of significant accounting policies:

12 Months Ended

Dec. 31, 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

Balance Sheet (Parenthetical) (USD $)	Dec. 31, 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	71,724,104	67,277,224

XML

Placement Agent:

12 Months Ended

Dec. 31, 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.

XML

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2011	Jun. 28, 2012	Jun. 30, 2011
Document And Entity Information
Entity Registrant Name	Amerilithium Corp.
Entity Central Index Key	0001448763
Document Type	10-K
Document Period End Date	Dec. 31, 2011
Amendment Flag	true
AmendmentDescription	restated financials
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 Public Float			$ 10,244,830
Entity Common Stock, Shares Outstanding		90,389,885
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2011

XML

Subsequent Events:

12 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Subsequent Events:

Note 12 – Subsequent Events:

On January 3, 2012, JMJ Financial converted an amount on their convertible debentures. The Company issued 3,500,000 shares of common stock.

On February 9, 2012, JMJ Financial converted an amount on their convertible debentures. The Company issued 1,800,000 shares of common stock.

On February 24, 2012, JMJ Financial converted an amount on their convertible debentures. The Company issued 2,000,000 shares of common stock.

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

As part of the financing agreement, the Company issued 1,149,425 shares and received $250,000 on January 30, 2012.

On March 14, 2012, the Company issued 50,000 shares as part of the consultancy agreement with three individuals.

On March 21, 2012, the Company issued 225,000 shares to GeoXplor as part of the renegotiation of the payment plan on the purchase of mining property. A portion of the year 2 payment had not been made. GeoXplor agreed to extend the payment terms in exchange for stock totaling $13,500. The Company has agreed to pay the delinquent amount and meet the deadline for the year 3 payment.

On March 23, 2012, The Company issued 2,000,000 to JMJ Financial as part of their financing agreement.

XML

Statements of Operations (USD $)	12 Months Ended		95 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2011
REVENUE
Revenue	$ 0	$ 0	$ 0
Salaries	150,500	208,500	421,757
Depreciation and Amortization	1,223	887	2,109
Mineral Property Expenditures	272,188	287,923	364,111
Legal and professional fees	297,455	419,427	983,501
Marketing and Advertising	80,303	74,116	154,430
Insurance	21,047	18,163	39,210
Dues and Subscriptions	13,661	11,824	27,130
Taxes	(18,360)	18,360	725
Other general and administrative	54,632	25,841	81,895
Total operating expenses	872,649	1,065,041	2,074,868
(Loss) from operations	(872,649)	(1,065,041)	(2,074,868)
Other income (expense):
Currency losses	(2,531)	0	(10,762)
Interest (expense) (restated)	(121,085)	(1,025)	(122,110)
(Loss) before taxes	(996,265)	(1,066,066)	(2,207,740)
Provision (credit) for taxes on income	0	0	0
Net (loss)	$ (996,265)	$ (1,066,066)	$ (2,207,740)
Basic earnings (loss) per common share	$ (0.0143)	$ (0.0174)
Weighted average number of shares outstanding	69,500,664	61,338,612

XML

Employment and Consulting Agreements:

12 Months Ended

Dec. 31, 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.

XML

Cumulative sales of stock:

12 Months Ended

Dec. 31, 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.

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

On November 8, 2011, the Company issued 250,000 shares of stock at $0.14 per share, as part of the consultancy agreement. The amount will be granted every six months at its current trading price. These shares are restricted.

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

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

XML

New accounting pronouncements:

12 Months Ended

Dec. 31, 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

XML

Notes Payable:

12 Months Ended

Dec. 31, 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.

XML

Financing Agreement:

12 Months Ended

Dec. 31, 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.

XML

Mining Rights:

12 Months Ended

Dec. 31, 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.

XML

Convertible Debentures:

12 Months Ended

Dec. 31, 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 December 31, 2011 the Company has received proceeds from these notes totaling $845,000 with a total amount due at maturity of $919,360 Additionally, the company recorded the intrinsic value of the beneficial conversion feature on the grant date. As of December 31, 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 2,400,000 shares of stock and reduced their convertible note payable by $226,000. The balance of these notes at December 31, 2011 was $451,108, net of $52,368 in original issue discount and $154,925 of intrinsic bond discount.

XML

Statements of Stockholders' Deficit (USD $)	Common Stock	Capital in Excess of Par Value	Deficit Accumulated During the Development Stage	Total
Beginning Balance, Amount at Feb. 01, 2004	$ 0	$ 0	$ 0	$ 0
Beginning Balance, Shares at Feb. 01, 2004	0
Shares Issued, Shares	4,740,000
Shares Issued, Amount	4,740	14,060		18,800
Net (loss)			(104)	(104)
Ending Balance, Amount at Dec. 31, 2005	4,740	14,060	(104)	18,696
Ending Balance, Shares at Dec. 31, 2005	4,740,000
Shares Issued, Shares	360,000
Shares Issued, Amount	360	6,840		7,200
Net (loss)			(20,020)	(20,020)
Ending Balance, Amount at Dec. 31, 2006	5,100	20,900	(20,124)	5,876
Ending Balance, Shares at Dec. 31, 2006	5,100,000
Net (loss)			(981)	(981)
Ending Balance, Amount at Dec. 31, 2007	5,100	20,900	(21,105)	4,895
Beginning Balance, Shares at Dec. 31, 2007	5,100,000
Shares Issued, Shares	1,500,000
Shares Issued, Amount	1,500	58,500		60,000
Net (loss)			(41,539)	(41,539)
Ending Balance, Amount at Dec. 31, 2008	6,600	79,400	(62,644)	23,356
Ending Balance, Shares at Dec. 31, 2008	6,600,000
Shares Issued, Shares	200,000
Shares Issued, Amount	200	49,800		50,000
Net (loss)			(82,765)	(82,765)
Ending Balance, Amount at Dec. 31, 2009	6,800	129,200	(145,409)	(9,409)
Ending Balance, Shares at Dec. 31, 2009	6,800,000
Forward Stock Split 8:1, Shares	54,400,000
Forward Stock Split 8:1, Amount	47,600	(47,600)		0
Stock issued for purchase of mining claims, Shares	5,950,000
Stock issued for purchase of mining claims, Amount	5,950	6,804,050		6,810,000
Stock issued for financing agreement, Shares	1,218,891
Stock issued for financing agreement, Amount	1,219	1,044,552		1,045,771
Stock issued for loan conversion, Shares	4,800,000
Stock issued for loan conversion, Amount	4,800	25,200		30,000
Stock issued for advisory services, Shares	175,000
Stock issued for advisory services, Amount	175	80,425		80,600
Stock issued for consultancy agreement, Shares	350,000
Stock issued for consultancy agreement, Amount	350	184,650		185,000
Stock issued for finders fee agreement, Shares	300,000
Stock issued for finders fee agreement, Amount	300	95,700		96,000
Stock issued with warrant, Shares	83,333
Stock issued with warrant, Amount	83	99,917		100,000
Net (loss)			(1,066,066)	(1,066,066)
Ending Balance, Amount at Dec. 31, 2010	67,277	8,416,094	(1,211,475)	7,271,896
Ending Balance, Shares at Dec. 31, 2010	67,277,224
Stock issued for purchase of mining claims, Shares	600,000
Stock issued for purchase of mining claims, Amount	600	107,400		108,000
Stock issued for financing agreement, Shares	751,880
Stock issued for financing agreement, Amount	752	199,248		200,000
Stock issued for loan conversion, Shares	2,400,000
Stock issued for loan conversion, Amount	2,400	223,600		226,000
Bond discount on convertible debentures		267,240		267,240
Stock issued for advisory services, Shares	195,000
Stock issued for advisory services, Amount	195	52,205		52,400
Stock issued for consultancy agreement, Shares	500,000
Stock issued for consultancy agreement, Amount	500	122,000		122,500
Net (loss)			(996,265)	(996,265)
Ending Balance, Amount at Dec. 31, 2011	$ 71,724	$ 9,387,787	$ (2,204,506)	$ 7,251,771
Ending Balance, Shares at Dec. 31, 2011	71,724,104

XML

Federal income tax:

12 Months Ended

Dec. 31, 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 Deferred Tax Asset for Federal income tax consists of the following:

	2010	2011
Refundable Federal income tax attributable to:
Current operations	$(362,462)	$(338,730)
Less, Nondeductible expenses	-0-	-0-
-Less, Change in valuation allowance	362,462	338,730
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:

	2010	2011
Deferred tax asset attributable to:
Net operating loss carryover	$411,902	$748,592
Less, Valuation allowance	( 411,902)	( 748,592)
Net deferred tax asset	-	-

At December 31, 2011, an unused net operating loss carryover approximating $2,207,740 is available to offset future taxable income; it expires beginning in 2025.