UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended: ~~September~~June 30, ~~2013~~2014

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

For the Transition Period from ___________ to____________

Commission File Number: 333-155059

AMERILITHIUM CORP.

(Exact name of registrant as specified in its charter)


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

~~871~~480 ~~Coronado~~Forest ~~Center~~Avenue ~~Dr.,~~ Suite ~~200~~1

~~Henderson~~Locust Valley, NVNY ~~89052~~11560

(Address of principal executive offices ~~and zip code~~)

(702) 583-7790

Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	[ ]	Accelerated filer	[ ]

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

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

As of ~~November~~September 1912, ~~2013~~2014, there were ~~247~~657,~~959~~913,~~226~~963 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	7
Item 4.	Controls and Procedures.	7
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	8
Item 1A.	Risk Factors.	8
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	8
Item 3	Defaults Upon Senior Securities.	89
Item 4.	Mine Safety Disclosures.	89
Item 5.	Other Information.	89
Item 6.	Exhibits.	89
Signatures		910

~~PART~~Item I1. –Financial ~~FINANCIAL INFORMATION~~Statements

Item 1.Financial Statements.


AMERILITHIUM CORP.
Formerly Kodiak International Inc.
*(An Exploration Stage Enterprise)*
*Index to Financial Statements*



Balance Sheet:
June 30, 2014 and December 31, 2013				F-1

Statements of Operations:
For the three and six months ended June 30, 2014 and 2013				F-2
and from Inception (February 2, 2004) through June 30, 2014

Statements of Cash Flows:
For the six months ended June 30, 2014 and 2013				F-3
and from Inception (February 2, 2004) through June 30, 2014

Notes to Financial Statements:
June 30, 2014				F-4

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


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


	*June 30,*	*December 31,*
	*2014*	*2013*
	*unaudited*	*audited*
ASSETS
Current assets:
Cash	$ 5,525	$ 1,583
Deposits paid	90,000
Total current assets	95,525	1,583
Fixed assets
Computer equipment, net	-	1,676
Furniture and equipment, net	-	-
Total fixed assets	-	1,676
Other assets
Mining claims	108,428	108,428
Total assets	$ 203,953	$ 111,687

LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$ 131,118	$ 121,318
Derivative liability, current portion	1,262,200
Convertible notes payable, net of unamortized discount	8,017	332,943
Total current liabilities	1,401,335	454,261
Total liabilities	1,401,335	454,261

STOCKHOLDERS' EQUITY
Series A Preferred stock, $0.001 par value, 51 authorized and outstanding,	-	-
Common stock, $0.001 par value, 1,000,000,000 authorized, 505,388,572 and 305,059,226 shares issued and outstanding	505,389	305,059
Additional paid-in capital	11,508,649	11,214,318
Stock payable	95	95
Deficit accumulated during exploration stage	(13,211,515)	(11,862,047)
Total stockholders' equity	(1,197,382)	(342,574)
Total liabilities and stockholders' equity	$ 203,953	$ 111,687

The accompanying notes are an integral part of these financial statements.

AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Balance Sheets
Unaudited
	September 30,	December 31,
	2013	2012
ASSETS
Current assets:
Cash	$ 7,535	$ 215,245
Prepaid expense	-	1,200
Unamortized loan fees	7,145	33,967
Total current assets	14,680	250,412
Fixed assets
Computer equipment, net	1,771	4,670
Furniture and equipment, net	-	2,244
Total fixed assets	1,771	6,914
Other assets
Mining claims	3,538,428	5,178,880
Total assets	$ 3,554,879	$ 5,436,206
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$ 104,210	$ 42,491
Convertible notes net of discount - current	170,480	262,079
Total current liabilities	274,690	304,570
Long-term liabilities:
Convertible notes, net of discount	52,792	128,831
Total long-term liabilities	52,792	128,831
Total liabilities	327,482	433,401
STOCKHOLDERS' EQUITY
Series A Preferred stock, $0.001 par value,
51 authorized and outstanding,	-	-
Common stock, $0.001 par value, 500,000,000 authorized,
218,380,512 and 117,458,776 shares issued and outstanding	212,381	117,459
Additional paid-in capital	11,127,847	10,683,838
Stock payable	27,884	14,100
Deficit accumulated during exploration stage	(8,140,715)	(5,812,592)
Total stockholders' equity	3,227,397	5,002,805
Total liabilities and stockholders' equity	$ 3,554,879	$ 5,436,206
The accompanying notes are an integral part of these financial statements.

F-1


AMERILITHIUM CORP. Formerly Kodiak International Inc. *(An Exploration Stage Enterprise)* *Statements of Operations* *Unaudited*
					From inception
	Three months ended		Six months ended		(February 2, 2004) through
	June 30,		June 30,		June 30,
	2014	2013	2014	2013	2014

Revenue	$ -	$ -	$ -	$ -	$ -

General and administrative expenses	8,184	19,991	23,747	55,451	659,336
Exploration expenses	-	9,398	-	48,184	691,017
Impairment losses	-	-	-	-	7,116,572
Salaries	-	34,500	32,500	69,000	732,507
Professional fees	223,536	64,647	313,913	156,735	1,782,466
Total operating expenses	231,720	128,536	370,160	329,370	10,981,898

Loss from operations	(231,720)	(128,536)	(370,160)	(329,370)	(10,981,898)

Other income/(expense):
Other Income	-		154,376		154,376
Loss on derivative	(635,571)		(727,371)		(727,371)
Interest expense	(378,271)	(90,167)	(406,313)	(205,929)	(1,656,622)
Total other expenses	(1,013,842)	(90,167)	(979,308)	(205,929)	(2,229,617)

Provision for taxes on income	-	-	-	-	-

Net loss	$ (1,245,562)	$ (218,703)	$ (1,349,468)	$ (535,299)	$ (13,211,515)

Weighted average number of shares outstanding-basic	408,647,256	150,981,329	408,647,256	141,651,300

Net loss per share - basic	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.01)

The accompanying notes are an integral part of these financial statements.

AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Statements of Operations
Unaudited
						From inception
		Three months ended		Nine months ended		(February 2, 2004) through
		September 30,		September 30,		September 30,
		2013	2012	2013	2012	2013
	Revenue	$ -	$ -	$ -	$ -	$ -
	General and administrative expenses	8,985	46,819	64,436	211,218	618,012
	Exploration expenses	1,231	129,365	49,415	275,635	707,161
	Impairment losses	1,640,452	-	1,640,452	-	3,686,572
	Salaries	34,500	34,500	103,500	103,500	675,507
	Professional fees	64,984	59,712	221,719	305,908	1,347,370
	Total operating expenses	1,750,152	270,396	2,079,522	896,261	7,034,622
	Loss from operations	(1,750,152)	(270,396)	(2,079,522)	(896,261)	(7,034,622)
	Other income/(expense):
	Interest expense	42,672	(53,269)	(248,601)	(377,574)	(1,106,093)
	Total other expenses	42,672	(53,269)	(248,601)	(377,574)	(1,106,093)
	Provision for taxes on income	-	-	-	-	-
	Net loss	$ (1,707,480)	$ (323,665)	$ (2,328,123)	$ (1,273,835)	$ (8,140,715)
	Weighted average number of shares outstanding-basic	95,019,650	86,956,034	156,171,028	86,956,034
	Net loss per share - basic	$ (0.02)	$ (0.01)	$ (0.01)	$ (0.01)
The accompanying notes are an integral part of these financial statements.

F-2


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

			From inception
	*Six months ended*	*Six months ended*	(February 2, 2004) through
	*June 30,*	*June 30,*	*June 30,*
	*2014*	*2013*	2014
Cash flows from operating activities:
Net loss	$ (1,349,468)	$ (535,299)	$ (13,211,515)
Adjustments to reconcile net loss to net cash
used in operating activities:
Shares issued for services	34,280	3,220	686,563
Shares issued for financing agreement and facilities fee	-	53,000	84,300
Interest expense	447,310	66,407	1,229,797
Gain on conversion of convertible notes	(154,376)		(154,376)
Loss on derivative	727,371		727,371
Unamortized debt discount	26,069	26,822	170,644
Amortization of loan fees	279	962	100,277
Impairment on properties	-		7,116,572
Depreciation and Amortization	1,677		6,012
Loss on abandoned assets	-	5,984	5,983
Change in current assets and liabilities:
Decrease in prepaids	-	1,200	-
Increase in accounts payable and accrued expenses	9,800	59,962	131,118
Net cash flows from operating activities	(257,058)	(317,742)	(3,107,254)

Cash flows from investing activities:
Purchase of fixed assets	-	(1,898)	(11,993)
Deposits paid on equity purchase	(90,000)		(90,000)
Purchase of Mining Rights	-	-	(307,000)
Net cash flows from investing activities	(90,000)	(1,898)	(408,993)

Cash flows from financing activities:
Proceeds from sale of common stock	-	-	1,887,162
Proceeds from convertible notes	571,229	175,000	1,854,839
Payments of convertible notes	(220,229)		(220,229)
Net cash flows from financing activities	351,000	175,000	3,521,772
Net cash flows	3,942	(144,640)	5,525

Cash and equivalents, beginning of period	1,583	215,245	-
Cash and equivalents, end of period	$ 5,525	$ 70,605	$ 5,525

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
Interest	$ -	$ (17,207)	$ (73,175)
Income taxes	$ -	$ -	$ -
SUPPLEMENTAL DISCLOSURE OF
NON-CASH FINANCING AND INVESTING:
Stock issued to acquire assets	81,693	-	6,999,693
Shares issued to settle interest expense	-	53,000	-
Shares issued to settle convertible notes	187,150,666	308,681	188,316,366

The accompanying notes are an integral part of these financial statements.

AMERILITHIUM CORP.
Formerly Kodiak International Inc.
(An Exploration Stage Enterprise)
Statements of Cash Flows
Unaudited
			From inception
	Nine months	Nine months	(February 2, 2004)
	ended	ended	through
	September 30,	September 30,	September 30,
	2013	2012	2013
Cash flows from operating activities:
Net loss	$ (2,328,123)	$ (1,273,835)	$ (8,140,715)
Adjustments to reconcile net loss to net cash
used in operating activities:
Shares issued for services	37,657	103,000	591,357
Shares issued for financing agreement and facilities fee	53,000	-	71,000
Interest expense	-	-	559,520
Unamortized debt discount	119,420	359,119	(170,863)
Amortization of loan fees	26,822	-	92,854
Impairment on properties	1,640,452	-	3,686,572
Depreciation and Amortization	1,057	1,315	5,203
Loss on abandoned assets	5,984		5,983
Change in current assets and liabilities:
Decrease in prepaids	1,200	-	-
Increase in accounts payable and accrued expenses	61,719	6,284	78,455
Net cash flows from operating activities	(380,812)	(804,117)	(3,220,634)
Cash flows from investing activities:
Purchase of fixed assets	(1,898)	(2,393)	(11,993)
Purchase of Mining Rights	-	-	(307,000)
Net cash flows from investing activities	(1,898)	(2,393)	(318,993)
Cash flows from financing activities:
Proceeds from sale of common stock	-	-	1,887,162
Proceeds from convertible notes	175,000	630,000	1,660,000
Net cash flows from financing activities	175,000	630,000	3,574,162
Net cash flows	(207,710)	(176,510)	7,535
Cash and equivalents, beginning of period	215,245	501,202	-
Cash and equivalents, end of period	$ 7,535	$ 324,692	$ 7,535
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
Interest	$ -	$ (336,222)	$ (336,222)
Income taxes	$ -	$ -	$ -
SUPPLEMENTAL DISCLOSURE OF
NON-CASH FINANCING AND INVESTING:
Stock issued to acquire assets	$ -	$ -	$ 6,918,000
Shares issued to settle interest expense	$ 50,733	$ -	$ 50,733
Shares issued to settle convertible notes	$ 424,245	$ 535,947	$ 1,589,945
The accompanying notes are an integral part of these financial statements.

F-3

~~F-3~~AMERILITHIUM CORP

~~AMERILITHIUM~~Formerly ~~CORP~~Kodiak International Inc.

~~Formerly~~(An ~~Kodiak~~exploration ~~International~~stage ~~Inc.~~enterprise)

~~(An~~Notes ~~exploration~~to ~~stage~~Financial ~~enterprise~~Statements (restated)

~~Notes~~June to30, ~~Financial~~2014 ~~Statements~~

~~September~~Note ~~30,~~1 ~~2013~~- Organization and summary of significant accounting policies:

~~Note~~Following 1is -a ~~Organization and~~ summary of the Company’s organization and significant accounting policies:

~~Following~~Organization and nature of business - Amerilithium Corp formerly Kodiak International Inc., (“We,” or “the Company”) is a ~~summary~~Nevada ofcorporation ~~the~~incorporated on February 2, 2004. The Company’s ~~organization~~is primarily engaged in the acquisition and ~~significant~~exploration ~~accounting~~of ~~policies:~~mining properties.

~~Organization~~The ~~and~~Company ~~nature~~has ofbeen ~~business~~in -the ~~Amerilithium~~exploration ~~Corp~~stage ~~formerly~~since ~~Kodiak~~its ~~International~~formation ~~Inc.,~~and ~~(“We,”~~has ornot ~~“the~~yet ~~Company”)~~realized isany arevenues ~~Nevada~~from ~~corporation~~its ~~incorporated~~planned onoperations. Upon ~~February~~the 2location of commercially mineable reserves, ~~2004. The~~the Company isplans ~~primarily~~to ~~engaged~~prepare infor ~~the~~mineral ~~acquisition~~extraction and ~~exploration~~enter ofthe ~~mining~~development ~~properties~~stage.

Basis of presentation - The ~~Company~~accompanying ~~has~~financial statements have been prepared in ~~the~~accordance ~~exploration~~with ~~stage~~generally ~~since~~accepted ~~its~~accounting ~~formation~~principles in the United States of America, and ~~has~~pursuant ~~not~~to ~~yet~~the ~~realized~~rules ~~any~~and ~~revenues~~regulations ~~from~~of ~~its~~the ~~planned~~Securities ~~operations. Upon~~and Exchange Commission (the ~~location~~“SEC”) and reflect all adjustments, consisting of ~~commercially~~normal ~~mineable~~recurring ~~reserves~~adjustments, ~~the~~which ~~Company~~management ~~plans~~believes are necessary to ~~prepare~~fairly ~~for~~present ~~mineral~~the ~~extraction~~financial position, results of operations and ~~enter~~cash flows of the ~~development~~Company ~~stage~~for the period ended June 30, 2014.

~~Basis~~Use of ~~presentation~~estimates - The ~~accompanying~~ preparation of financial statements ~~have been prepared~~ in ~~accordance~~conformity with generally accepted accounting principles inrequires ~~the United~~management ~~States~~to ofmake ~~America,~~estimates and ~~pursuant~~assumptions tothat affect the ~~rules~~reported ~~and~~amounts ~~regulations~~ of ~~the~~assets ~~Securities~~ and ~~Exchange~~liabilities ~~Commission (the “SEC”)~~ and ~~reflect~~disclosure ~~all adjustments, consisting~~ of ~~normal~~contingent ~~recurring~~assets ~~adjustments,~~and ~~which~~liabilities ~~management~~at ~~believes~~the ~~are necessary~~date toof ~~fairly present~~ the financial ~~position,~~statements ~~results of operations~~ and ~~cash flows of~~ the ~~Company~~reported asamount of revenues and ~~for~~expenses during the ~~three~~ ~~and~~reporting ~~nine~~period. ~~month~~Actual ~~periods~~results ~~ended~~could ~~September~~differ ~~30,~~from ~~2013~~those estimates.

~~Use~~Cash ofand ~~estimates~~cash equivalents - The ~~preparation~~Company ofmaintains ~~financial~~a ~~statements~~cash balance in ~~conformity~~a ~~with~~non-interest-bearing ~~generally~~account ~~accepted~~that ~~accounting~~currently ~~principles~~does ~~requires~~not ~~management~~exceed tofederally ~~make~~insured ~~estimates~~limits. ~~and~~For ~~assumptions~~the ~~that~~purpose ~~affect~~of the ~~reported~~statements ~~amounts~~ of ~~assets~~cash ~~and~~flows, ~~liabilities~~all ~~and~~highly ~~disclosure~~liquid ofinvestments ~~contingent~~with ~~assets~~an ~~and~~original ~~liabilities~~maturity atof ~~the~~three ~~date~~months ofor ~~the~~less ~~financial~~are ~~statements~~considered ~~and~~to ~~the~~be ~~reported~~cash ~~amount~~equivalents. ofThere ~~revenues~~were ~~and~~no ~~expenses~~cash ~~during~~equivalents ~~the~~as ~~reporting~~of ~~period.~~June ~~Actual~~30, ~~results~~2014 ~~could~~and ~~differ~~December ~~from~~31, ~~those estimates~~2013.

~~Cash~~Property and ~~cash~~Equipment ~~equivalents~~ - The Company ~~maintains~~values aits ~~cash~~investment ~~balance~~ in aproperty ~~non-interest-bearing~~and ~~account~~equipment ~~that~~at ~~currently~~cost ~~does~~less ~~not~~accumulated ~~exceed federally insured limits~~depreciation. Depreciation ~~For~~is ~~the~~computed ~~purpose~~primarily ofby the ~~statements~~straight ofline ~~cash~~method ~~flows,~~over ~~all~~the ~~highly~~estimated ~~liquid~~useful ~~investments~~lives ~~with~~of anthe ~~original~~assets ~~maturity~~ranging offrom three ~~months or less are considered~~ to befive ~~cash equivalents~~years. ~~There~~For ~~were~~the nosix ~~cash~~months ~~equivalents~~ended asJune ~~of September~~ 30, ~~2013~~2014, ~~and~~the ~~December~~Company 31recognized $1,677 ~~2012~~depreciation expense.

Mineral Property Acquisition and ~~Equipment~~Exploration Costs - The Company ~~values~~is ~~its~~primarily ~~investment~~engaged in ~~property~~the business of the acquisition, exploration, development, mining, and ~~equipment~~production atof ~~cost~~domestic ~~less~~strategic ~~accumulated~~energy ~~depreciation~~and mineral properties, with emphasis on lithium carbonate and additional strategic minerals. ~~Depreciation~~ isMineral ~~computed~~claim ~~primarily~~and byother property acquisition costs are capitalized as incurred. Such costs are carried as an asset of the ~~straight~~Company ~~line~~until ~~method~~it ~~over~~becomes apparent through exploration activities that the ~~estimated~~cost ~~useful~~of ~~lives~~such properties will not be realized through mining operations. Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the ~~assets~~exploration ~~ranging~~costs, ~~from~~along ~~three~~with tomine ~~five~~development ~~years~~cost, are capitalized. AsThe costs of ~~September~~acquiring 30mineral claims, ~~2013~~capitalized ~~the~~exploration ~~company~~costs, ~~had~~and mine development costs are recognized ~~total~~for ~~depreciation~~depletion ~~expense~~and amortization purposes under the units-of-production $1method over the estimated life of the probable and proven reserves. If mineral properties,~~057~~ exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period.

~~Mineral Property Acquisition and Exploration Costs -~~ The Company isconducted ~~primarily~~an ~~engaged~~impairment inanalysis ~~the~~on ~~business of~~ the ~~acquisition,~~carrying ~~exploration,~~value ~~development, mining, and production~~ of ~~domestic~~its ~~strategic~~mining ~~energy~~properties and ~~mineral~~the ~~properties,~~related ~~with~~lease ~~emphasis~~acreage onfor ~~lithium~~the ~~carbonate~~period ~~and~~ended ~~additional~~December ~~strategic~~31, ~~minerals.~~2012 ~~Mineral claim~~ and ~~other~~determined ~~property acquisition costs are capitalized as incurred. Such costs are carried as~~ an ~~asset~~impairment ofin the ~~Company~~amount ~~until it becomes apparent through exploration activities that the cost~~ of ~~such~~$2,046,120 ~~properties~~was ~~will~~necessary. ~~not~~An beadditional ~~realized~~analysis ~~through~~was ~~mining~~prepared ~~operations.~~for ~~Mineral~~the ~~exploration~~period ~~costs~~ending ~~are~~December ~~expensed as incurred~~31, 2013 and ~~when~~determined ~~it becomes apparent~~ that aan ~~mineral~~additional ~~property~~impairment ~~can~~in ~~be economically developed as a result of establishing proven or probable reserve,~~ the ~~exploration~~amount ~~costs~~$5, ~~along with mine development cost~~070,452 ~~are~~was ~~capitalized~~necessary. For ~~The~~the ~~costs~~period offrom ~~acquiring~~inception ~~mineral~~through ~~claims~~June 30, ~~capitalized exploration costs~~2014, ~~and~~the ~~mine~~Company ~~development~~has ~~costs are~~ recognized ~~for~~a ~~depletion~~total ~~and~~impairment ~~amortization purposes under the units-~~of~~-production~~ ~~method over the estimated life of the probable and proven reserves. If mineral properties~~$7, ~~exploration~~116,572. Key orindicators ~~mine~~were ~~development~~evaluated ~~activities~~to ~~are~~determine ~~subsequently~~that ~~abandoned~~sufficient orprogress ~~impaired,~~had ~~any~~been ~~capitalized~~made ~~costs~~over ~~are~~the ~~charged~~last to12 ~~operations~~months inincluding maintaining the ~~current~~commitment ~~period.~~of our

The Company conducted an impairment analysis on the carrying value of its mining properties and the related lease acreage for the period ended December 31, 2012 and determined an impairment in the amount of $2,046,120 was necessary. An additional analysis was prepared for the period ending September 30, 2013 and determined that an additional impairment in the amount $1,640,452 was necessary. For the period from inception (February 2, 2004) through September 30, 2013, the Company has recognized impairment totaling $3,686,572 has been recognized. Key indicators were evaluated to determine that sufficient progress had been made over the last 12 months including maintaining the commitment of our geologist, significant progress in evaluating the properties program which is very complex and continued resources for financing for third parties.F-4

~~F-4~~AMERILITHIUM CORP

~~AMERILITHIUM~~Formerly ~~CORP~~Kodiak International Inc.

~~Formerly~~(An ~~Kodiak~~exploration ~~International~~stage ~~Inc.~~enterprise)

~~(An~~Notes ~~exploration~~to ~~stage~~Financial ~~enterprise~~Statements (restated)

~~Notes~~June to30, ~~Financial~~2014 ~~Statements~~

~~September 30~~geologist, ~~2013~~significant progress in evaluating the properties program which is very complex and continued resources for financing for third parties.

~~Note~~Asset 1retirement obligations - ~~Organization~~The Company has adopted the provisions of FASB ASC 410-20 “Asset Retirement and ~~summary~~Environmental Obligations," which requires the fair value of ~~significant~~a ~~accounting~~liability ~~policies:~~for ~~(continued)~~an asset retirement obligation to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the related mining properties. As of June 30, 2014 and December 31, 2013, there have been no asset retirement obligations recorded.

~~Asset~~Income ~~retirement~~Taxes ~~obligations~~ - The Company ~~has~~accounts ~~adopted~~for ~~the~~its ~~provisions~~income oftaxes ~~FASB~~in ~~ASC~~accordance ~~410-20~~with ~~“Asset~~Income ~~Retirement~~Taxes ~~and~~Topic ~~Environmental~~of ~~Obligations~~the FASB ASC 740," which requires ~~the~~recognition ~~fair~~of ~~value~~deferred oftax aassets ~~liability~~and liabilities for anfuture ~~asset~~tax ~~retirement~~consequences ~~obligation~~attributable to bedifferences ~~recognized~~between in the ~~period~~financial instatement ~~which~~carrying itamounts isof ~~incurred~~existing ifassets aand ~~reasonable~~liabilities ~~estimate~~and oftheir ~~fair~~respective ~~value~~tax ~~can~~bases beand ~~made~~tax credit carry forwards. ~~The~~Deferred ~~associated~~tax ~~asset~~assets ~~retirement~~and ~~costs~~liabilities are ~~capitalized~~measured asusing ~~part~~enacted oftax ~~the~~rates ~~carrying~~expected ~~amount~~to ofapply to taxable income in the ~~related~~years ~~mining~~in ~~properties~~which those temporary differences are expected to be recovered or settled. AsThe ofeffect ~~September~~on ~~30,~~deferred ~~2013~~tax assets and ~~December~~liabilities ~~31,~~of ~~2012,~~a ~~there~~change ~~have~~in ~~been~~tax norates ~~asset~~is ~~retirement~~recognized ~~obligations~~in ~~recorded~~operations in the period that includes the enactment date.

~~Fair~~Net ~~value~~loss ofper ~~financial~~share ~~instruments~~calculation - ~~The~~Net ~~Company’s~~loss ~~financial~~per ~~instruments~~share ~~include~~is ~~cash,~~provided ~~accounts~~in ~~receivable,~~accordance ~~accounts~~with ~~payable~~FASB ASC 260-10, ~~and~~“Earnings ~~notes~~per ~~payable~~Share”. ~~All~~Basic ~~instruments~~net ~~are~~loss ~~accounted~~per ~~for~~common onshare a("EPS") ~~historical~~is ~~cost~~computed ~~basis,~~by ~~which,~~dividing ~~due~~income available to common stockholders by the ~~short~~weighted-average ~~maturity~~number of ~~these~~common ~~financial~~shares ~~instruments,~~outstanding ~~approximates~~for ~~fair~~the ~~value~~period. atDiluted ~~September~~earnings 30per share is computed by dividing net income by the weighted average shares outstanding, ~~2013~~assuming ~~and~~all ~~December~~dilutive 31potential common shares were issued, ~~2012~~unless doing so is anti-dilutive. The ~~Company~~weighted-average ~~did~~number ~~not~~of ~~engage~~common inshares ~~any~~outstanding ~~transaction~~for ~~involving~~computing ~~derivative~~basic ~~instruments~~EPS for the period ending June 30, 2014 and 2013 was 408,647,256 and 150,981,329, respectively.

~~Income~~Convertible Taxes - The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Debentures:

~~Net~~Beneficial ~~loss~~Conversion ~~per~~Features ~~share~~– ~~calculation~~If -the ~~Net~~conversion ~~loss~~features ~~per~~of ~~share~~conventional isconvertible ~~provided~~debt inprovides ~~accordance~~for ~~with~~a ~~FASB~~rate ~~ASC~~of ~~260-10,~~conversion ~~“Earnings~~that ~~per~~is ~~Share”.~~below ~~Basic~~market ~~net~~value, ~~loss~~this ~~per~~feature ~~common share ("EPS")~~ is ~~computed~~characterized byas ~~dividing~~a ~~income~~beneficial ~~available~~conversion tofeature ~~common stockholders by the weighted-average number of common shares outstanding for the period~~(“BCF”). A ~~Diluted~~BCF ~~earnings per share~~ is ~~computed~~recorded byas ~~dividing~~a ~~net~~debt ~~income~~discount bypursuant ~~the~~to ~~weighted~~FASB ~~average~~ASC ~~shares~~Topic ~~outstanding,~~470-20 ~~assuming~~“Debt ~~all~~with ~~dilutive~~Conversion ~~potential~~and ~~common~~Other ~~shares~~Options.” In ~~were~~those ~~issued~~circumstances, ~~unless~~the ~~doing~~convertible sodebt is ~~anti-dilutive.~~recorded ~~The~~net ~~weighted-average~~of ~~number~~the ofdiscount ~~common~~related ~~shares~~to ~~outstanding~~the ~~for~~BCF ~~computing~~and ~~basic~~the ~~EPS~~Company ~~for~~amortizes the ~~nine~~discount ~~month~~to ~~periods~~interest ~~ended~~expense ~~September~~over ~~30,~~the ~~2013~~life ~~and~~of ~~September~~the ~~30,~~debt ~~2012~~using ~~were~~the ~~156,171,028~~effective ~~and~~interest ~~190,039,300, respectively~~method.

~~Stock~~Debt ~~Based~~Discount ~~Compensation~~– - The Company ~~recognizes~~determines ~~stock-based~~of ~~compensation~~the inconvertible ~~accordance~~debenture ~~with~~should be accounted for as liability or equity under FASB ASC ~~Topic~~480, ~~718~~Liabilities ~~“Stock~~– ~~Compensation”~~Distinguishing Liabilities from Equity. FASB ASC 480, ~~which~~applies to certain contract involving a company’s own equity, and requires that issuers classify the ~~measurement~~following ~~and~~freestanding ~~recognition~~financial ofinstruments ~~compensation~~as ~~expense~~liabilities. Mandatorily ~~for~~redeemable ~~all~~financial ~~share-based~~instruments, ~~payment~~Obligations ~~awards~~that ~~made~~require toor ~~employees~~may ~~and~~require ~~directors~~repurchase ~~including~~of ~~employee~~the ~~stock~~issuer’s equity shares by transferring assets (e.g., written put options and ~~employee~~forward ~~stock~~purchase ~~purchases~~contracts), ~~related~~and toCertain anobligations ~~Employee~~where ~~Stock~~at ~~Purchase~~inception ~~Plan~~the ~~based~~monetary onvalue of the ~~estimated~~obligation ~~fair~~is ~~values.~~based solely or predominantly on:

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

~~Exploration~~A ~~Stage~~fixed ~~Enterprise~~monetary -amount ~~The~~known ~~Company’s~~at ~~financial statements are prepared pursuant to the provisions of Topic 26~~inception, ~~“Accounting~~ for ~~Development~~example, ~~Stage~~a ~~Enterprises,”~~payable assettleable itwith ~~devotes~~a ~~substantially~~variable ~~all~~number of ~~its efforts to acquiring and exploring mining interests that will eventually provide sufficient net profits to sustain~~ the ~~Company~~issuer’s ~~existence.~~equity ~~Until~~shares ~~such interests are engaged in major commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance~~ with ~~entities~~an inissuance ~~the~~date ~~development~~fair ~~stage.~~value ~~Mining~~equal ~~companies subject~~ to ~~Topic~~a 26fixed ~~are~~dollar ~~required to label their financial statements as an “Exploratory Stage Company,” pursuant to guidance provided by SEC Guide 7 for Mining Companies~~amount.

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

~~F-5~~Variations in something other than the fair value of the issuer’s equity shares for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuer’s equity shares, or

~~AMERILITHIUM CORP~~-

~~Formerly~~Variations ~~Kodiak~~inversely ~~International~~related ~~Inc~~to changes in fair value of the issuer’s equity shares, for example, a written put that could be net share settled.

Derivative Financial Instruments – as defined by FASB ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying (Ane.g. ~~exploration~~interest ~~stage~~rate, ~~enterprise~~security price of other variable), require no initial net

~~Notes to Financial Statements~~F-5

~~September~~AMERILITHIUM ~~30, 2013~~CORP

~~Note~~Formerly 2Kodiak -International ~~Going concern:~~Inc.

~~The~~(An ~~Company’s~~exploration ~~financial~~stage statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of September 30, 2013, the Company had an accumulated deficit of $8,140,715. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.enterprise)

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

~~The~~June ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts30, or2014 ~~amounts and classification of liabilities that might result from this uncertainty.~~

~~Note~~investment 3and –permit ~~Stockholder's~~net ~~Equity:~~settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances assets.

OnThe ~~February~~Company 18does not use derivative financial instruments to hedge exposures to cash-flow, ~~2010~~market or foreign-currency risks. However, ~~our~~the ~~articles~~Company ofhas ~~incorporation~~issued ~~were~~financial ~~amended~~instruments including senior convertible notes payable and freestanding stock purchase warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to ~~increase~~host ~~our~~contracts, ~~authorized~~or ~~common~~(iii) ~~shares~~may be net-cash settled by the counterparty. As required by FASB ASC 815, in certain circumstances, these instruments are required to ~~150~~be carried as derivative liabilities,~~000~~ at fair value,~~000.~~ in our financial statements.

OnFair ~~January~~value ~~31,~~of ~~2013,~~financial weinstruments ~~amended~~– ~~our~~The ~~articles~~Company ofestimates ~~incorporation~~the tofair ~~increase~~value ~~authorized~~of ~~common~~financial ~~shares~~instruments ~~from~~using ~~150,000,000~~the toavailable ~~500,000,000~~market information and ~~authorized~~valuation ~~10,000,000~~methods. Considerable ~~shares~~judgment is required in estimating fair value. Accordingly, ~~par~~the estimates of fair value $0may not be indicative of the amounts the Company could realize in a current market exchange.~~001~~ As ~~per~~of ~~share~~March 31, 2014 and December 31, 2013, the carrying values of ~~“blank~~the Company’s financial instruments approximated fair value due to the short-~~check”~~term ~~preferred~~nature ~~stock~~and maturity of these instruments.

~~Since~~Determination ~~its~~of ~~inception,~~fair wevalue ~~have~~– ~~issued~~The ~~shares~~Company’s financial instruments consist of ~~common~~convertible ~~stock~~notes aspayable ~~follows:~~and derivative liability. The Company believes all of the financial instruments’ recorded values approximate their fair values because of their nature and respective durations.

OnThe ~~August~~Company 8complies with the provisions of FASB ASC 820-10, ~~2005~~“Fair Values Measurements and Disclosures.” FASB ASC 820-10 relates to financial assets and financial liabilities. FASB ASC 820-10 defines fair value, ~~our~~establishes ~~Directors~~a ~~authorized~~framework for measuring fair value in accounting principles generally accepted in the ~~issuance~~Unites States of 16America (GAAP),~~000,000~~ ~~founder~~and ~~shares~~expands atdisclosures ~~par~~about fair value ~~of $0~~measurements.~~001.~~ ~~These~~The ~~shares~~provisions ~~are~~of ~~restricted~~this ~~under~~standard ~~rule~~apply ~~144~~to ofother ~~the~~accounting ~~Securities~~pronouncements ~~Exchange~~that ~~Commission.~~require or permit fair value measurements and are to be applied prospectively with limited exceptions.

OnFASB ~~August~~ASC ~~28,~~820*-10 ~~2005,~~defines ~~our~~fair ~~Directors~~value ~~authorized~~as the ~~issuance~~price ofthat ~~16,000,000~~would ~~shares~~be ofreceived ~~common~~to ~~stock~~sell atan asset or paid to transfer a ~~price~~liability ofin $0an orderly transaction between market participants at the measurement date.~~001~~ FASB ~~per~~ASC ~~share~~820-10 asestablishes ~~fully~~a ~~paid~~fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and ~~non-assessable~~(2) toan entity’s own assumptions, about market participant assumptions, that are developed based on the ~~subscriber~~best information available in the circumstances (unobservable inputs). ~~These~~The ~~shares~~fair ~~are~~value ~~not~~hierarchy ~~restricted~~consist of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level) and ~~are~~the ~~free~~lowest ~~trading~~priority to unobservable inputs (Level 3).

OnStock ~~July~~Based ~~14,~~Compensation ~~2006,~~- ~~our~~The ~~Directors~~Company ~~authorized~~recognizes ~~the~~stock-based ~~issuance~~compensation ofin ~~8,800,000~~accordance ~~shares~~with ofASC ~~common~~Topic ~~stock~~718 at“Stock aCompensation”, ~~price~~which requires the measurement and recognition of ~~$0.002~~compensation ~~per~~expense for all share-based aspayment ~~fully~~awards ~~paid~~made to employees and ~~non-assessable~~directors including employee stock options and employee stock purchases related to ~~the~~an ~~subscriber. These~~Employee ~~shares~~Stock ~~are~~Purchase ~~not~~Plan ~~restricted~~based ~~and~~on ~~are~~the ~~free~~estimated ~~trading~~fair values.

OnFor ~~August~~non-employee ~~21,~~stock-based ~~2008~~compensation, ~~our~~we ~~Directors~~have ~~authorized~~adopted ~~the~~ASC ~~issuance~~Topic of505 ~~12,000,000~~“Equity-Based ~~shares~~Payments ofto ~~common~~Non-Employees”, which requires stock-based atcompensation arelated ~~price~~to non-employees to be accounted for based on the fair value of ~~$0.04~~the ~~per~~related ~~share~~stock asor ~~fully~~options ~~paid~~or ~~and~~the ~~non-assessable~~fair tovalue of the ~~subscriber. These~~services ~~shares~~on ~~are~~the ~~not~~grant ~~restricted~~date, ~~and~~whichever ~~are~~is ~~free~~more ~~trading~~readily determinable in accordance with ASC Topic 718.

OnExploration ~~November~~Stage ~~18,~~Enterprise ~~2009,~~- ~~our~~The ~~Directors~~Company’s ~~authorized~~financial statements are prepared pursuant to the ~~issuance~~provisions of 1Topic 26,~~600~~ “Accounting for Development Stage Enterprises,~~000~~” ~~shares~~as it devotes substantially all of ~~common~~its ~~stock~~efforts atto aacquiring ~~price~~and ofexploring ~~$0.25~~mining ~~per~~interests ~~share~~that aswill ~~fully~~eventually ~~paid~~provide ~~and~~sufficient ~~non-assessable~~net profits to sustain the ~~subscriber~~Company’s existence. ~~These~~ ~~shares~~Until such interests are ~~not~~engaged ~~restricted~~in major commercial production, the Company will continue to prepare its financial statements and ~~are~~related ~~free~~disclosures ~~trading~~in accordance with entities in the development stage. Mining companies subject

~~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.~~F-6

AsAMERILITHIUM 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.CORP

~~F-6~~Formerly Kodiak International Inc.

~~AMERILITHIUM~~(An ~~CORP~~exploration stage enterprise)

~~Formerly~~Notes ~~Kodiak~~to ~~International~~Financial ~~Inc.~~Statements (restated)

~~(An~~June ~~exploration~~30, ~~stage~~2014 ~~enterprise)~~

~~Notes~~to Topic 26 are required to ~~Financial~~label ~~Statements~~their financial statements as an “Exploratory Stage Company,” pursuant to guidance provided by SEC Guide 7 for Mining Companies.

~~September~~Carrying 30Value, ~~2013~~Recoverability and Impairment of long-lived assets - The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

~~Note~~The 3Company –assesses ~~Stockholder'~~the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s ~~Equity:~~expected ~~(continued)~~future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

OnThe ~~March~~Company ~~12,~~considers ~~2010,~~ the ~~Company~~following ~~entered~~to ~~into~~be asome ~~consulting~~examples ~~agreement~~of ~~for~~important ~~$100,000~~indicators ~~and~~that ~~100,000~~may ~~shares~~trigger an impairment review: (i) significant under-performance or losses of ~~stock~~assets relative to expected historical or projected future operating results; (ii) significant changes in ~~which~~the manner or use of assets or in the Company’s ~~will~~overall ~~pay~~strategy ~~$40,000~~with onrespect ~~signing~~to ~~and~~the ~~six~~manner ~~equal~~or ~~installments~~use of ~~$10,000~~the ~~monthly~~acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; and (v) regulatory changes. As ofThe ~~December~~Company ~~31,~~evaluates ~~2010,~~acquired ~~$100,000~~assets offor ~~this~~potential ~~agreement~~impairment ~~has~~indicators ~~been~~at ~~paid~~least annually and ~~the~~more ~~100,000~~frequently ~~shares~~upon ~~have~~the ~~been~~occurrence ~~issued~~of such events.

OnThe ~~March~~impairment 30charges, ~~2010,~~if ~~the Company issued 83~~any,~~333~~ ~~shares~~are ~~of common stock at a price of $1.20 per share. This was part of a private placement offering that~~ included ain ~~stock~~operating ~~warrant~~expenses toin ~~purchase~~the ~~additional~~accompanying ~~shares~~statements of ~~stock for $1~~operations.~~60 per share.~~

~~During~~Recently ~~April~~Issued ~~2010,~~Accounting ~~the~~Pronouncements ~~Company~~– ~~submitted~~For ~~drawdown~~the ~~notices~~period ofended ~~$500~~June 30,~~000~~ ~~for~~2014 aand ~~total~~December of31, ~~352~~2013,~~374~~ ~~shares~~the Company does not expect any of the ~~company's~~recently ~~common~~issued ~~stock,~~accounting inpronouncements ~~regards~~ to ~~their~~have ~~financing~~a ~~agreement~~material ~~with~~impact ~~Sunrise~~on ~~Energy~~its ~~Investments.~~financial condition or results of operations.

~~The~~Note ~~Company~~2 ~~has~~- aGoing ~~note~~concern: ~~payable for sum of $30,000 with one of its shareholders. On April 22, 2010, the Company issued 4,800,000 shares in exchange for this note.~~

OnThe ~~April~~Company’s ~~26,~~financial ~~2010~~statements ~~the~~are ~~Company~~prepared ~~purchased~~using generally accepted accounting principles in the ~~mining~~United ~~rights~~States ~~from~~of ~~Nevada~~America ~~Alaska~~applicable ~~Mining~~to ~~Co.~~a ~~for~~going ~~stock~~concern which contemplates the realization of assets and ~~cash~~liquidation of liabilities in the normal course of business. The ~~agreement~~Company ~~includes~~has ~~the~~not ~~issuance~~yet established an ongoing source of ~~400,000~~revenues ~~shares~~sufficient atto cover its operating costs to allow it to continue as a ~~price~~going concern. As of ~~$1.72~~June ~~per~~30, ~~share~~2014, the Company had an accumulated deficit of $13,211,515. ~~These~~The ~~shares~~ability ~~were~~of ~~originally~~the ~~recorded~~Company to continue as a ~~subscription~~going ~~payable~~concern ~~but~~is ~~have~~dependent ~~been~~on ~~fully~~the ~~issued~~Company inobtaining ~~July~~adequate ~~2010~~capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

~~During~~In ~~June~~order ~~2010~~to continue as a going concern, the Company ~~issued~~will 45need,~~000~~ ~~shares~~among ofother ~~stock~~things, toadditional ~~three~~capital ~~advisors~~resources. atThe aCompany ~~price~~is contemplating conducting an offering of ~~$0.71~~its ~~per~~debt ~~share~~or equity securities to obtain additional operating capital. The ~~amount~~Company ~~will~~is bedependent ~~granted~~upon ~~every~~its ~~three~~ability, ~~months~~and ~~through~~will ~~termination~~continue ofto ~~agreements~~attempt, to secure equity and/or ~~priced~~debt atfinancing. There are no assurances that the ~~current~~Company ~~market~~will ~~price. These~~be ~~shares~~successful ~~are~~and ~~restricted~~without sufficient financing it would be unlikely for the Company to continue as a going concern.

~~During~~The ~~June~~ability ~~2010,~~of the Company ~~submitted~~to ~~drawdown~~continue ~~notices~~as ofa ~~$500,000~~going ~~for~~concern ais ~~total~~dependent ofupon ~~554,017~~its ~~shares~~ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the ~~company's~~recoverability ~~common~~and ~~stock~~classification of recorded asset amounts, inor ~~regards~~amounts toand ~~their~~classification ~~financing~~of ~~agreement~~liabilities ~~with~~that ~~Sunrise~~might ~~Energy~~result ~~Investments~~from this uncertainty.

During June 2010, the Company issued 20,000 shares of stock to one advisor at $0.71 per share. The amount will be granted every three months through termination of agreements and priced at the current market price. These shares are restricted.F-7

~~During~~AMERILITHIUM ~~July 2010, the Company submitted drawdown notices of $200,000 for a total of 312,500 shares of the company's common stock, in regards to their financing agreement with Sunrise Energy Investments.~~CORP

~~During~~Formerly ~~September~~Kodiak ~~2010,~~International ~~the Company issued 65,000 shares of stock to four advisors at a price of $0~~Inc.~~32 per share.~~

~~During~~(An ~~September~~exploration ~~2010,~~stage ~~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.~~ enterprise)

OnNotes ~~October~~to ~~10,~~Financial ~~2010,~~Statements the Company issued 250,000 shares of stock at $0.26 per share, as part of the consultancy agreement. The amount will be granted every six months through termination of agreements at its current trading price. These shares are restricted.(restated)

OnJune ~~December 20~~30, ~~2010,~~2014 ~~the Company issued 45,000 shares at $0.29 per share as part of the advisory agreements.~~

OnNote ~~January~~3 ~~21,~~- ~~2011,~~Restatement: ~~the Company issued 20,000 shares at $0.29 per share as part of the advisory agreements.~~

OnThe ~~March~~financial 7,statements ~~2011,~~have been revised to correct an error in accounting for the Company’s ~~issued~~cash, ~~751~~accounts payable and accrued expenses,~~880~~ ~~shares~~convertible atnotes, $0net of discount, derivative liability, general and administrative expenses, professional fees, interest expense and net profit/(loss).40 In toaccordance ~~Sunrise~~with ~~Energy~~applicable ~~Investments~~Generally asAccepted ~~part~~Accounting ofPrinciples (GAAP), the ~~financing~~Company ~~agreement~~calculated ~~draw~~and ~~down~~recognized adjustments accordingly.

OnThe ~~March~~following ~~23,~~table ~~2011,~~represents the ~~Company~~effects ~~issued~~of ~~45,000~~the ~~shares~~subsequent atand ~~$0.37~~first torestated ~~three~~statements ~~advisors~~ as ~~part~~ of ~~the~~March ~~advisory~~31, ~~agreements~~2014 and inception, February 2, 2010 through March 31, 2014.

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.


			Inception February 2, 2010
	March 31, 2014		through March 31, 2014
	Original	Restated	Original	Restated

Cash	$ -	$ 4,014

Accounts payable and accrued expenses	$ 166,459	$ 177,762

Convertible notes net of discount - current	$ 84,515	$ 84,679

Derivative liability	$ -	$ 141,800

Retained deficit	$ 11,816,700	$ 11,965,952

General and administrative expenses	$ 14,325	$ 15,561	$ 649,914	$ 651,150

Professional fees	$ 34,600	$ 90,377	$ 1,503,153	$ 1,558,930

Interest expense	$ 27,604	$ 28,043	$ 1,277,913	$ 1,278,352

Net profit/(loss)	$ 45,347	$ (103,905)	$ (11,816,700)	$ (11,965,952)

~~F-7~~Note 4 – Stockholder's Equity:

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

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

~~(An~~Since ~~exploration~~its ~~stage~~inception, ~~enterprise)~~we have issued shares of common stock as follows:

~~Notes to Financial Statements~~F-8

~~September~~AMERILITHIUM ~~30, 2013~~CORP

~~Note~~Formerly 3Kodiak –International ~~Stockholder's Equity: (continued)~~Inc.

On(An ~~June~~exploration ~~15,~~stage ~~2011, the Company issued 45,000 shares at $0.25 to three advisors as part of their advisory agreements.~~enterprise)

OnNotes ~~September~~to ~~21, 2011, JMJ~~ Financial ~~converted~~Statements ~~part of their convertible debenture. The Company issued 300,000 shares to reduce the note payable by $46,500.~~(restated)

OnJune ~~September 23~~30, ~~2011,~~2014 ~~the Company issued 65,000 shares at $0.18 to four advisors as part of their advisory agreements.~~

On ~~September~~August 238, ~~2011~~2005, our Directors authorized the ~~Company~~issuance ~~issued~~of ~~200~~16,000,000 founder shares at par value of $0.18001. These asshares ~~part~~are ofrestricted ~~the~~under ~~purchase~~rule ~~agreement~~144 ~~for~~of ~~Clayton~~the ~~Deep~~Securities ~~extension~~Exchange Commission.

On ~~September~~August 2328, ~~2011~~2005, our Directors authorized the ~~Company~~issuance ~~issued~~of ~~400~~16,000,000 shares of common stock at a price of $0.18001 per share as ~~part~~fully ofpaid and non-assessable to the ~~purchase~~subscriber. These ~~agreement~~shares ~~for~~are ~~Jackson~~not ~~Wash~~restricted and are free trading.

On ~~September~~July 2914, ~~2011~~2006, ~~JMJ~~our ~~Financial~~Directors ~~converted~~authorized ~~part~~the issuance of ~~their~~8,800,000 ~~convertible~~shares ~~debenture~~of common stock at a price of $0. ~~The~~002 ~~Company~~per ~~issued~~share ~~200,000~~as ~~shares~~fully topaid ~~reduce~~and non-assessable to the ~~note~~subscriber. These ~~payable~~shares byare ~~$30,000~~not restricted and are free trading.

On ~~October~~August 1121, ~~2011~~2008, ~~JMJ~~our ~~Financial~~Directors ~~converted~~authorized ~~part~~the issuance of ~~their~~12,000,000 ~~convertible~~shares ~~debenture~~of common stock at a price of $0. ~~The~~04 ~~Company~~per ~~issued~~share ~~400,000~~as ~~shares~~fully topaid ~~reduce~~and non-assessable to the ~~note~~subscriber. These ~~payable~~shares byare ~~$56,000~~not restricted and are free trading.

On November 818, ~~2011~~2009, our Directors authorized the ~~Company~~issuance ~~issued~~of ~~250~~1,600,000 shares of common stock at a price of $0.1425 per share, as ~~part~~fully ofpaid ~~the~~and ~~consultancy~~non-assessable ~~agreement~~to the subscriber. ~~The~~These ~~amount~~shares ~~will~~are benot ~~granted~~restricted ~~every~~and ~~six~~are ~~months~~free ~~at its current~~ trading ~~price~~. ~~These shares are restricted.~~

OnIn ~~November~~March 112010, ~~2011~~the ~~JMJ~~Company ~~Financial~~issued ~~converted~~4,800,000 ~~part~~common ofstock ~~their~~shares ~~convertible~~at ~~debenture. The~~prices ~~Company~~ranging ~~issued~~from ~~500,000~~$0.95 ~~shares~~ to ~~reduce~~$1.65 per share for the ~~note~~purchase ~~payable~~of bymining ~~$50,000~~claims. These shares are restricted.

OnAs ~~November~~part ~~22,~~of ~~2011~~purchase ~~JMJ~~of ~~Financial~~mining ~~converted~~claims ~~part~~the Company has committed to the issuance of ~~their~~750,000 ~~convertible~~shares ~~debenture~~of common stock at a price of $1.65. The Company ~~issued~~has 1recorded this as a stock subscription payable. 250,000~~,000~~ shares towere ~~reduce~~issued ~~the~~in ~~note~~April ~~payable~~2010 byand ~~$100~~an additional 250,000 shares were issued in July 2010. The remaining shares were issued in December 2010.

On ~~January~~March 312, ~~2012~~2010, ~~JMJ~~the ~~Financial~~Company ~~converted~~entered ~~part~~into a consulting agreement for $100,000 and 100,000 shares of stock in which the Company will pay $40,000 on ~~their~~signing ~~convertible~~and ~~debentures~~six equal installments of $10,000 monthly. ~~The~~As ~~Company~~of ~~issued~~December 331,~~500~~ 2010, $100,000 ~~shares~~of tothis ~~reduce~~agreement ~~the~~has ~~note~~been ~~payable~~paid byand ~~$154~~the 100,000 shares have been issued.

On ~~January~~March 30, ~~2012~~2010, ~~The~~the Company issued 183,~~149,425~~333 shares of common stock at a price of $01.~~087~~20 toper ~~TCA~~share. This ~~Global~~was ~~for~~part of a ~~total~~private ofplacement ~~$100,000~~offering asthat ~~part~~included a stock warrant to purchase additional shares of ~~the~~stock ~~financing~~for ~~agreement~~$1. 60 per share.

OnDuring ~~February~~April 92010, ~~2012,~~the ~~JMJ~~Company ~~Financial~~submitted ~~converted~~drawdown ~~part~~notices of ~~their~~$500,000 ~~convertible~~for ~~debentures. The~~a ~~Company~~total ~~issued~~of 1352,~~800,000~~374 shares of the company's common stock, in regards to ~~reduce~~their ~~the~~financing ~~note~~agreement ~~payable~~with bySunrise ~~$135,000~~Energy Investments.

OnThe ~~February~~Company ~~24,~~has ~~2012,~~a ~~JMJ~~note ~~Financial~~payable ~~converted~~for ~~part~~sum of ~~their~~$30,000 ~~convertible~~with ~~debentures~~one of its shareholders. ~~The~~ On April 22, 2010, the Company issued 24,~~000~~800,000 shares toin ~~reduce~~exchange ~~the~~for ~~note~~this ~~payable by $120,000~~note.

On ~~March~~April 1426, ~~2012,~~2010 the Company ~~issued~~purchased ~~50,000~~the ~~shares~~mining torights ~~three~~from ~~advisors~~Nevada Alaska Mining Co. for astock ~~total~~and cash. The agreement includes the issuance of $3400,000 asshares ~~part~~at a price of ~~their~~$1.72 ~~advisory~~per ~~agreements~~share. These shares were originally recorded as a subscription payable but have been fully issued in July 2010.

OnDuring ~~March~~June 212010, ~~2012,~~ the Company issued ~~225~~45,000 shares of stock to three advisors at a price of $0.0871 toper ~~GeoXplor~~share. The asamount ~~part~~will ofbe ~~the~~granted ~~renegotiation~~every three months through termination of ~~the~~agreements, ~~payment~~and ~~plan~~priced onat the ~~purchase~~current ofmarket ~~mining property~~price. These shares are restricted.

OnDuring ~~March~~June 232010, ~~2012,~~the ~~JMJ~~Company ~~Financial~~submitted ~~converted~~drawdown ~~part~~notices of ~~their~~$500,000 ~~convertible~~for ~~debentures. The~~a ~~Company~~total ~~issued~~of 2554,~~000,000~~017 shares of the company's common stock, in regards to ~~reduce~~their ~~the~~financing ~~note~~agreement ~~payable~~with bySunrise ~~$117,200~~Energy Investments.

OnDuring ~~April~~June 112010, ~~2012,~~the ~~JMJ Financial converted part of their convertible debentures. The~~ Company issued 220,000~~,000~~ shares toof ~~reduce~~stock ~~the~~to ~~note~~one ~~payable~~advisor byat $~~114,000~~0.71 per share. The amount will be

F-89

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements (restated)

~~September~~June 30, ~~2013~~2014

~~Note~~granted 3every –three ~~Stockholder's~~months ~~Equity:~~through ~~(continued)~~termination of agreements and priced at the current market price. These shares are restricted.

OnDuring ~~April~~July 252010, ~~2012,~~the ~~JMJ~~Company ~~Financial~~submitted ~~converted~~drawdown ~~part~~notices of ~~their~~$200,000 ~~convertible~~for ~~debentures. The~~a ~~Company~~total ~~issued~~of 1312,~~300,000~~500 shares of the company's common stock, in regards to ~~reduce~~their ~~the~~financing ~~note~~agreement ~~payable~~with bySunrise ~~$67,600~~Energy Investments.

OnDuring ~~May~~September 32010, ~~2012,~~the ~~JMJ Financial converted part of their convertible debentures. The~~ Company issued 165,~~200,~~000 shares of stock to ~~reduce~~four ~~the~~advisors ~~note~~at ~~payable~~a byprice of $~~62,400~~0.32 per share.

OnDuring ~~May~~September 142010, ~~2012,~~the ~~JMJ~~Company ~~Financial~~issued ~~converted~~300,000 ~~part~~shares of ~~their~~stock ~~convertible~~at ~~debentures~~$0. ~~The~~32 ~~Company~~per ~~issued 600~~share,~~000~~ ~~shares~~per tothe ~~reduce~~finder’s ~~the~~fee ~~note~~agreement ~~payable~~on byits ~~$31~~Paymaster Master Claim,~~200~~ Nevada.

On ~~May~~October 3010, ~~2012~~2010, ~~JMJ~~the ~~Financial~~Company ~~converted~~issued 250,000 shares of stock at $0.26 per share, as part of ~~their~~the ~~convertible~~consultancy ~~debentures~~agreement. The ~~Company~~amount ~~issued~~will ~~941,356~~be ~~shares~~granted toevery ~~reduce~~six ~~the~~months ~~note~~through ~~payable~~termination byof ~~$44,244~~agreements at its current trading price. These shares are restricted.

On ~~June~~December 620, ~~2012~~2010, ~~JMJ~~the ~~Financial converted part of their convertible debentures. The~~ Company issued ~~500~~45,000 shares toat ~~reduce~~$0.29 ~~the~~per ~~note~~share ~~payable~~as bypart ~~$20,000~~of the advisory agreements.

On ~~June~~January 1321, ~~2012~~2011, ~~JMJ~~the ~~Financial converted part of their convertible debentures. The~~ Company issued 120,~~400,~~000 shares toat ~~reduce~~$0.29 ~~the~~per ~~note~~share ~~payable~~as bypart ~~$42,000~~of the advisory agreements.

On ~~July~~March 117, ~~2012~~2011, ~~JMJ~~the ~~Financial~~Company ~~converted~~issued ~~part~~751,880 ofshares ~~their~~at ~~convertible debentures~~$0. ~~The~~40 ~~Company~~to ~~issued~~Sunrise ~~2,000,000~~Energy toInvestments ~~reduce~~as part of the ~~note~~financing ~~payable~~agreement bydraw ~~$60,000~~down.

On ~~July~~March 2623, ~~2012~~2011, ~~JMJ~~the ~~Financial~~Company ~~converted~~issued ~~part~~45,000 ofshares ~~their~~at ~~convertible debentures~~$0. ~~The~~37 ~~Company~~to ~~issued~~three ~~2,100,000~~advisors toas ~~reduce~~part of the ~~note~~advisory ~~payable by $57,750~~agreements.

On ~~August~~May 153, ~~2012~~2011, ~~JMJ~~the ~~Financial~~Company ~~converted~~issued ~~part~~270,000 ofshares ~~their~~at ~~convertible debentures~~$0. ~~The~~35, ~~Company issued 1~~20,~~740,385~~000 ~~shares~~ to ~~reduce~~two ~~the~~advisors ~~note~~per ~~payable~~their byadvisory ~~$45,~~agreements and 250,000 as part of the consultancy agreement.

On ~~August~~June 15, ~~2012~~2011, ~~JMJ~~the ~~Financial converted part of their convertible debentures. The~~ Company issued ~~557~~45,~~693~~000 shares at $0.25 to ~~reduce~~three ~~the~~advisors ~~note~~as ~~payable~~part byof ~~$14,500~~their advisory agreements.

On ~~August~~September 2921, ~~2012~~2011, JMJ Financial converted part of their convertible ~~debentures~~debenture. The Company issued 3300,000~~,000~~ shares to reduce the note payable by $6346,~~000~~500.

On September 2723, ~~2012~~2011, ~~JMJ~~the ~~Financial converted part of their convertible debentures. The~~ Company issued 265,~~400,~~000 shares at $0.18 to ~~reduce~~four ~~the~~advisors ~~note~~as ~~payable~~part byof ~~$48,240~~their advisory agreements.

On ~~October~~September 1723, ~~2012~~2011, ~~JMJ~~the ~~Financial converted part of their convertible debentures. The~~ Company issued 4200,000~~,000~~ shares toat ~~reduce~~$0.18 as part of the ~~note~~purchase ~~payable~~agreement byfor ~~$52,000~~Clayton Deep extension.

On ~~November~~September 823, ~~2012~~2011, ~~The~~the Company issued 5400,~~170,813~~000 shares ~~valued~~ at $~~134,441~~0.18 ~~for~~as apart ~~commitment~~of ~~fee~~the ~~with~~purchase ~~TCA~~agreement ~~Global~~for ~~Credit~~Jackson ~~Master Fund~~Wash. ~~The Company recorded this issuance as interest expense.~~

On ~~November~~September 1929, ~~2012~~2011, JMJ Financial converted part of their convertible ~~debentures~~debenture. The Company issued 3200,000~~,000~~ shares to reduce the note payable by $2730,000.

On ~~December~~October 1711, ~~2012,~~2011 JMJ Financial converted part of their convertible ~~debentures~~debenture. The Company issued 3400,~~100,~~000 shares to reduce the note payable by $2156,~~700~~000.

~~The~~On ~~Company~~November ~~has~~8, ~~accrued~~2011, ~~but~~the ~~not~~Company issued 250,000 shares ~~associated~~of ~~with~~stock ~~consultancy~~at ~~and~~$0.14 ~~advisory~~per ~~agreements~~share, as part of the consultancy agreement. The ~~Company~~amount ~~has~~will ~~reported~~be agranted ~~stock~~every ~~subscription~~six ~~payable~~months ofat ~~$14,100~~its ascurrent oftrading ~~December 31, 2012~~price. These shares ofare ~~180,000 were issued on March 25, 2013~~restricted.

~~F-9~~On November 11, 2011 JMJ Financial converted part of their convertible debenture. The Company issued 500,000 shares to reduce the note payable by $50,000.

~~AMERILITHIUM CORP~~F-10

~~Formerly~~AMERILITHIUM ~~Kodiak International Inc.~~CORP

~~(An~~Formerly ~~exploration~~Kodiak ~~stage~~International ~~enterprise)~~Inc.

~~Notes~~(An toexploration ~~Financial~~stage ~~Statements~~enterprise)

~~September~~Notes ~~30,~~to ~~2013~~Financial Statements (restated)

~~Note~~June 330, –2014 ~~Stockholder's Equity: (continued)~~

On ~~January~~November 822, ~~2013,~~2011 JMJ Financial converted part of their convertible ~~debentures~~debenture. The Company issued 51,000,000 shares to reduce the note payable by $35100,000.

On January 303, ~~2013~~2012, ~~TCA~~JMJ ~~Global~~Financial ~~Credit Master Fund~~ converted part of on their convertible debentures. The Company issued 53,~~000~~500,000 shares to reduce the note payable by $52154,~~632~~000.

On ~~February~~January 130, ~~2013~~2012, The Company issued 21,~~331~~149,~~362~~425 ~~shares valued~~ at $~~37,500~~0.087 ~~for~~to ~~a commitment fee with~~ TCA Global ~~Credit~~for ~~Master~~a ~~Fund. The~~total ~~Company~~of ~~recorded~~$100,000 ~~this~~as ~~issuance~~part asof ~~interest~~the ~~expense.~~financing agreement.

On February 69, ~~2013~~2012, JMJ Financial converted part of their convertible debentures. The Company issued 41,~~084~~800,~~524~~000 shares to reduce the note payable by $34135,~~310~~000.

On February 2724, ~~2013~~2012, JMJ Financial converted part of their convertible debentures. The Company issued 42,~~500~~000,000 shares to reduce the note payable by $33120,~~750.~~000

On March 1914, ~~2013~~2012, ~~JMJ~~the ~~Financial converted part of their convertible debentures. The~~ Company issued 550,000~~,000~~ shares to ~~reduce~~three ~~the~~advisors ~~note~~for ~~payable~~a bytotal of $373,~~500~~000 as part of their advisory agreements.

On March 2521, ~~2013~~2012, the Company issued ~~750~~225,000 shares ofat ~~stock~~$0.08 to GeoXplor as part of the ~~consultancy~~renegotiation ~~agreement. The amount will be granted every six months at its current trading price. The value~~ of ~~these~~the ~~shares~~payment ~~have~~plan ~~been~~on ~~recorded~~the aspurchase ~~professional fees expense at time~~ of ~~grant. The~~mining ~~Company recorded an expense of $13,000~~property.

On ~~April~~March 2523, ~~2013~~2012, JMJ Financial converted part of their convertible debentures. The Company issued 42,~~500~~000,000 shares to reduce the note payable by $28117,~~800~~200.

On ~~May~~April 1311, ~~2013~~2012, ~~The~~JMJ ~~Company~~Financial ~~issued~~converted ~~1,550,000~~part ~~shares~~of ~~valued~~their atconvertible ~~$13,233 for a commitment fee with TCA Global Credit Master Fund~~debentures. The Company ~~recorded~~issued ~~this~~2,000,000 ~~issuance~~shares asto ~~interest~~reduce ~~expense.~~the note payable by $114,000.

On ~~May~~April 2325, 2012, JMJ Financial converted part of their convertible debentures. The Company issued 51,~~000~~300,000 shares to reduce the note payable by $2367,600.

On ~~June~~May 263, ~~2013~~2012, JMJ Financial converted part of their convertible debentures. The Company issued 61,~~000~~200,000 shares to reduce the note payable by $1762,~~760~~400.

On ~~July~~May 2414, ~~2013~~2012, JMJ Financial converted part of their convertible debentures. The Company issued 6600,~~300,~~000 shares to reduce the note payable by $2331,~~310~~200.

On ~~August~~May 1230, ~~2013~~2012, ~~TCA~~JMJ ~~Global~~Financial ~~Credit Master Fund~~ converted part of their convertible debentures. The Company issued 8941,~~500,000~~356 shares to reduce the note payable by $5244,~~789.~~244

On ~~August~~June 146, ~~2013~~2012, JMJ Financial converted part of their convertible debentures. The Company issued 8500,~~800,~~000 shares to reduce the note payable by $3220,~~560~~000.

On ~~August~~June 1613, ~~2013~~2012, ~~the~~JMJ ~~Company~~Financial ~~issued~~converted ~~320,000 shares of stock as~~ part of ~~the~~their ~~consultancy~~convertible ~~agreement~~debentures. The ~~amount~~Company ~~will~~issued be1,400,000 ~~granted every six months at its current trading price. These~~ shares ~~have~~to ~~been~~reduce ~~offset~~the ~~against~~note ~~the~~payable ~~stock~~by ~~subscription~~$42,000.

On ~~August~~July 2911, ~~2013~~2012, ~~The~~JMJ ~~Company~~Financial ~~issued~~converted ~~9,648,397~~part ~~shares~~of totheir convertible debentures. The Company ~~for~~issued ~~legal~~2,000,000 ~~services. The~~to ~~Company~~reduce ~~recorded~~the ~~legal~~note ~~expenses~~payable ofby $3160,~~840~~000.

On ~~September~~July 1126, ~~2013~~2012, JMJ Financial converted part of their convertible debentures. The Company issued 92,~~000~~100,000 ~~shares~~ to reduce the note payable by $1857,~~900~~750.

F-1011

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements (restated)

~~September~~June 30, ~~2013~~2014

~~Note~~On 3August –15, ~~Stockholder's~~2012, ~~Equity:~~JMJ ~~(continued)~~Financial converted part of their convertible debentures. The Company issued 1,740,385 shares to reduce the note payable by $45,250.

On ~~September~~August 1315, ~~2013~~2012, ~~TCA~~JMJ ~~Global~~Financial ~~Credit Master Fund~~ converted part of their convertible debentures. The Company issued 4557,~~457,453~~693 shares to reduce the note payable by $1314,~~607~~500.

On ~~September~~August 1329, ~~2013~~2012, ~~TCA~~JMJ ~~Global~~Financial ~~Credit Master Fund~~ converted part of their convertible debentures. The Company issued 43,000,000 shares to reduce the note payable by $1263,~~211~~000.

AsOn of September 3027, ~~2013~~2012, ~~the~~JMJ ~~Company~~Financial ~~had~~converted ~~to issue 50,000 shares of stock as~~ part of ~~the~~their ~~consultancy~~convertible ~~agreement~~debentures. The ~~amount~~Company ~~will~~issued be2,400,000 ~~granted every six months at its current trading price. The value of these~~ shares ~~have~~to ~~been~~reduce ~~recorded~~the asnote ~~professional~~payable ~~fees~~by ~~expense at time of grant. The Company recorded an expense of~~ $9548,240.

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

On ~~June~~November 208, ~~2013~~2012, The Company ~~authorized a Series A preferred stock offering. The Company was authorized and~~ issued ~~51 shares with a par value of $0.001. Initially~~5, these shares will not accrue or receive dividends and will have no liquidation rights. These shares shall rank senior to the Corporation’s common stock and any other class or series of capital stock. Each one (1) share shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”)170,813 ~~divided by (y) 0.49, minus (z) the Numerator. For purposes of illustration only, if the total issued and outstanding~~ shares ofvalued ~~Common Stock eligible to vote~~ at ~~the time of the respective vote is 5~~$134,~~000,000,~~441 ~~the~~for ~~voting~~a ~~rights~~commitment offee ~~one~~with ~~share~~TCA ofGlobal ~~the~~Credit ~~Series~~Master ~~A Preferred shall be equal to 102,036 (0~~Fund.~~019607~~ The xCompany ~~5,000,000)~~recorded /this ~~0.49)~~issuance –as ~~(0.019607~~interest ~~x 5,000,000) = 102,036)~~expense.

SoOn ~~long~~November ~~as any shares of Series A Preferred are outstanding~~19, ~~the Corporation shall not~~2012, ~~without~~JMJ ~~first~~Financial ~~obtaining~~converted ~~the~~part ~~unanimous written consent~~ of ~~the~~their ~~holders~~convertible ofdebentures. The ~~Series~~Company Aissued ~~Preferred~~3, ~~(i) alter or change the rights~~000,000 ~~preferences or privileges of the Series A Preferred so as~~ to ~~affect~~reduce ~~adversely~~ the ~~holders~~note ofpayable ~~Series~~by ~~A Preferred or (ii) create Pari Passu Shares or Senior Shares.~~$27,000

~~Note~~On 5December –17, ~~Warrants:~~2012, JMJ Financial converted part of their convertible debentures. The Company issued 3,100,000 shares to reduce the note payable by $21,700.

The ~~following~~Company ~~table~~has ~~summarizes~~accrued ~~the~~but not issued shares associated with consultancy and advisory agreements. The Company's ~~warrant~~has ~~activity~~reported ~~during~~a ~~the~~stock ~~period~~subscription ~~from~~payable of $14,100 as of December 31, 2012. These toshares ~~September~~of 30180,000 were issued on March 25, 2013:.

	Warrants for		Weighted Average
	Common Shares		Exercise Price
Outstanding/exercisable as of December 31, 2012		83,333	$	1.60

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

~~Note~~On 6January -30, ~~Employment~~2013, ~~and~~TCA ~~Consulting~~Global ~~Agreements:~~Credit Master Fund converted part of their convertible debentures. The Company issued 5,000,000 shares to reduce the note payable by $52,632.

On ~~March~~February 121, ~~2010~~2013, ~~the~~The Company ~~entered~~issued ~~into~~2,331,362 anshares ~~employment~~valued ~~contract~~at ~~with~~$37,500 ~~their~~for ~~Chief~~a ~~Executive~~commitment ~~Officer~~fee towith ~~pay~~TCA ~~this~~Global ~~individual~~Credit aMaster ~~guaranteed~~Fund. The ~~monthly~~Company ~~fee~~recorded ofthis ~~$6,500~~issuance ~~for~~as 36interest ~~months~~expense.

On ~~October~~February 86, ~~2010~~2013, ~~The~~JMJ ~~Company~~Financial ~~renewed~~converted ~~its~~part ~~consultancy~~of ~~agreement~~their ~~for~~convertible ~~an additional 24 months at $5,000 per month~~debentures. The Company ~~will~~issued ~~also issue 250~~4,~~000~~084,524 shares ofto ~~common~~reduce ~~stock~~the ~~every~~note ~~six~~payable ~~months~~by $34,310.

~~Note~~On 7February –27, ~~Mining~~2013, ~~Rights:~~JMJ Financial converted part of their convertible debentures. The Company issued 4,500,000 shares to reduce the note payable by $33,750.

InOn ~~September~~March ~~2008~~19, ~~the Company purchased the Kodiak Lode Mining Claim for $7~~2013,~~500. The~~ ~~mining~~JMJ ~~claim~~Financial isconverted inpart ~~the Sunset Mining District in the extreme southern portion~~ of ~~the~~their ~~State~~convertible ~~of Nevada~~debentures. The ~~claim~~Company isissued ~~on 20.66 acres and includes gold~~5, ~~silver~~000,000 ~~copper~~shares ~~and~~to ~~lead.~~reduce ~~The~~the ~~full~~note ~~mining~~payable ~~claim~~by ~~was recorded as a period expense~~$37,500.

~~F-11~~On March 25, 2013, the Company issued 750,000 shares of stock as part of the consultancy agreement. The amount will be granted every six months at its current trading price. The value of these shares have been recorded as professional fees expense at time of grant. The Company recorded an expense of $13,000.

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

~~Formerly Kodiak International Inc.~~F-12

~~(An~~AMERILITHIUM ~~exploration stage enterprise)~~CORP

~~Notes~~Formerly toKodiak ~~Financial~~International ~~Statements~~Inc.

~~September~~(An ~~30,~~exploration ~~2013~~stage enterprise)

~~Note~~Notes 7to –Financial ~~Mining~~Statements ~~Rights:~~ (~~continued~~restated)

OnJune ~~March 2~~30, ~~2010,~~2014 the Company entered into an agreement to purchase 100% net revenue in assets of Power Mining Ventures, Inc. The purchase was funded by restricted common stock shares. The total purchase price was $2,280,000.

On ~~March~~May 1213, ~~2010~~2013, ~~the~~The Company ~~entered~~issued ~~into~~1,550,000 anshares ~~agreement~~valued toat ~~purchase~~$15,500 78for ~~mining~~a ~~claims~~commitment ~~comprising~~fee ofwith ~~nearly~~TCA ~~6,000~~Global ~~acres~~Credit ~~with~~Master ~~GeoXplor Corporation~~Fund. The ~~total~~Company ~~purchase~~recorded ~~price~~this ~~was~~issuance ~~$1,678,000~~as interest expense.

On ~~March~~May 2223, ~~2010~~2013, ~~the~~JMJ ~~Company~~Financial ~~entered~~converted ~~into~~part ~~an agreement to purchase 100% net revenue in assets~~ of ~~Power~~their ~~Mining~~convertible ~~Ventures, Inc located in southwestern Australia~~debentures. The ~~purchase~~Company ~~was~~issued ~~funded~~5,000,000 ~~by restricted common~~ shares ~~and~~to ~~cash. The~~reduce ~~total~~the ~~purchase~~note ~~price~~payable ~~was~~by $229,~~340,000~~500.

On ~~April~~June 2624, ~~2010~~2013, ~~the~~TCA ~~Company~~Global ~~entered~~Credit ~~into~~Master anFund ~~agreement~~converted topart ~~purchase~~of ~~from~~their ~~Nevada~~convertible ~~Alaska~~debentures. ~~Mining~~The Company, ~~Inc.~~recorded $27,789 ~~the Clayton Deep and Full Monty properties situated~~ in ~~Nevada,~~stock ~~USA,~~payable ~~and~~to ~~comprising~~reduce ~~138~~the ~~claims.~~note ~~The~~payable ~~purchase was funded~~ by ~~restricted common stock and cash. The total purchase price was~~ $~~813~~27,~~000~~789.

On ~~September~~June 2325, ~~2011~~2013, ~~the~~JMJ ~~Company~~Financial ~~entered~~converted ~~into~~part anof ~~agreement~~their toconvertible ~~purchase~~debentures. The ~~from~~Company ~~Nevada~~issued ~~Alaska Mining Company~~6, ~~Inc.~~000,000 anshares ~~extension~~ to ~~its~~reduce ~~Clayton~~the ~~Deep~~note ~~property~~payable ~~situated in Nevada, USA, comprising 17 claims. The purchase was funded~~ by ~~restricted common stock and cash. The total purchase price was~~ $4222,~~000~~200.

On ~~September~~July 232, ~~2011~~2013, ~~the~~The Company ~~entered~~issued ~~into an agreement to purchase from Robert Craig and Barbara Anne Craig the Jackson Wash property situated in Nevada~~6, ~~USA~~000,000 ~~comprising~~shares 66at ~~claims~~$0.0044 ~~The~~to ~~purchase~~TCA ~~was~~Global ~~funded~~Credit byMaster ~~restricted~~Fund ~~common~~to ~~stock.~~settle ~~The~~a ~~total~~previous ~~purchase~~conversion ~~price~~dated ~~was~~June ~~$72~~24,~~000~~ 2013.

On ~~December~~July 3124, ~~2012~~2013, ~~The~~JMJ ~~Company~~Financial ~~determined~~converted ~~that~~part anof ~~impairment~~their ~~loss~~convertible ~~should be recorded against the mining rights and properties~~debentures. The Company ~~has~~issued ~~determined that the amount of the impairment to be $2~~6,~~046~~300,~~120. The~~000 ~~total~~shares ~~mining properties and rights have been adjusted~~ to areduce ~~net~~the ~~figure~~note ofpayable by $523,~~178,880~~310. ~~The Company will continue to evaluate the need for an impairment adjustment.~~

On ~~September~~August 3012, 2013, ~~The~~TCA ~~Company~~Global ~~determined~~Credit ~~that~~Master anFund ~~impairment~~converted ~~loss~~part ~~should~~of betheir ~~recorded~~convertible ~~against the mining rights and properties~~debentures. The Company ~~has~~issued ~~determined that the amount of the impairment to be $1~~8,~~640~~500,~~452. The~~000 ~~total~~shares ~~mining properties and rights have been adjusted~~ to areduce ~~net~~the ~~figure~~note ofpayable by $352,~~538,428~~789. ~~The Company will continue to evaluate the need for an impairment adjustment.~~

~~Note~~On August 14, 2013, JMJ Financial converted part of their convertible debentures. The Company issued 8,800,000 -shares ~~Convertible~~to ~~Notes:~~reduce the note payable by $32,560.

~~The~~On ~~Company~~August ~~had~~16, 2013, the ~~following~~Company ~~notes~~issued ~~payable~~320,000 ~~outstanding~~shares of stock as part of ~~September~~the ~~30,~~consultancy ~~2013~~agreement. The ~~and~~amount ~~December~~will ~~31,~~be ~~2012:~~granted every six months at its current trading price. These shares have been offset against the stock subscription.

		September 30, 2013		December 31, 2012
Promissory note payable dated July 7, 2011 due to JMJ including accrued interest of $151,948 and $19,445 as of September 30, 2013 and December 31, 2012, respectively.	$	57,780	$	133,305
Promissory note payable dated January 30, 2012 due to TCA Global including accrued interest of $61,579 and $28,991 as of September 30, 2013 and December 31, 2012, respectively.		108,060		292,149
Promissory note payable dated June 29, 2012 due to JMJ including accrued interest of $5,223 and $1,723 as of September 30, 2013 and December 31, 2012, respectively.		-		35,723
Promissory note payable dated June 13, 2013 due to Carebourn Capital including accrued interest of $2,208 as of September 30, 2013		90,909		-
		256,749		461,177
Less: Debt discount		(33,477)		(41,276)
Total notes payable	$	223,272	$	419,901

On August 29, 2013, The Company issued 9,648,397 shares to Lucosky Brookman for legal services. The Company recorded legal expenses of $31,840.

~~F-12~~On September 11, 2013, JMJ Financial converted part of their convertible debentures. The Company issued 9,000,000 shares to reduce the note payable by $18,900.

~~AMERILITHIUM~~On ~~CORP~~September 13, 2013, TCA Global Credit Master Fund converted part of their convertible debentures. The Company issued 4,457,453 shares to reduce the note payable by $13,607.

~~Formerly~~On ~~Kodiak~~September ~~International~~13, ~~Inc~~2013, TCA Global Credit Master Fund converted part of their convertible debentures. The Company issued 4,000,000 shares to reduce the note payable by $12,211.

~~(An~~On ~~exploration~~October ~~stage~~2, ~~enterprise)~~2013, JMJ Financial converted part of their convertible debentures. The Company issued 8,000,000 shares to reduce the note payable by $10,240.

~~Notes~~On October 9, 2013, TCA Global Credit Master Fund converted part of their convertible debentures. The Company issued 10,597,464 shares to ~~Financial~~reduce ~~Statements~~the note payable by $20,135.18.

~~September~~On 30October 18, 2013, TCA converted an amount on their note. The Company was going to issue 11,490,142 and reduced the note by $22,980. However, this issuance has been postponed by TCA.

~~Note~~On October 23, 2013, JMJ Financial converted part of their convertible debentures. The Company issued 8,581,250 -shares ~~Convertible~~to ~~Notes:~~reduce ~~(continued)~~the note payable by $10,984.

~~JMJ Financial #2~~F-13

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

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

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

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

AsJune ~~of September~~ 30, ~~2013,~~2014 the Company has converted $242,424 principal amount and discount of $60,606 with 58,184,524 shares of common stock. As of September 30, 2013, the Company received a total of $125,000 in cash, which represented principal amount total of $136,000 (original issue discount of $20,000), and valued at $170,000 based on the 80% conversion rate. As of September 30, 2013, the Company was charged additional interest expense by JMJ of $31,875, which valued at $52,618 based on the 80% conversion rate. As of December 31, 2012, the original issue discount note was valued at $74,956, consisting of principal of $59,965 and 80% conversion rate discount of $14,991. As of September 30, 2013, the Company has unamortized original issue discount of $1,352 and accrued interest of $31,875.

~~TCA~~On ~~Global~~November 21, 2013, the Company issued 12,000,000 shares to Seth Brookman for outstanding legal fee in the amount of $32,683.25.

On ~~January~~November 3021, ~~2012~~2013, the Company ~~entered~~issued ~~into an agreement with TCA Global Credit Master Fund~~7, LP500,000 ato ~~Cayman~~Robert ~~Islands~~Allender ~~Limited~~for ~~Partnership,~~outstanding ~~whereby~~consulting ~~TCA~~services ~~Global~~in ~~loaned~~ the ~~Company the aggregate principal~~ amount of $~~250~~15,000~~, less $73,175 for loan related costs, together with interest at the rate of twelve percent (12%) per annum, until the maturity date of January 30, 2013~~. ~~The original issue discount note, as described in ASC 480-55, may not be prepaid in whole or in part.~~

IfOn ~~the~~November ~~Note~~21, ~~is not paid in full with interest on the maturity date~~2013, ~~TCA Global has~~ the ~~right~~Company toissued ~~convert~~5,000,000 ~~this Note into restricted common~~ shares ~~of the Company. The Company at its option may elect~~ to ~~convert~~Robert ~~all~~Craig or part of the principal and any accrued unpaid interest on these notes at any time or times on or before the maturity based on a conversion price. The conversion price (subject to equitable adjustments for ~~stock~~outstanding ~~splits,~~consulting ~~stock~~services ~~dividends~~in ~~or rights offerings by~~ the ~~Borrower)~~amount ~~shall~~of ~~equal to 95% multiplied by the lowest daily volume weighted average price during the five (5) trading days prior to conversion notice~~$10,000.

AsOn ofDecember ~~September~~9, 302013, 2013, ~~the~~JMJ ~~original~~Financial ~~issue~~converted ~~discount~~part ~~note was valued at $263,158, consisting~~ of ~~principal~~their ofconvertible ~~$250,000~~debentures. The ~~and~~Company arecorded ~~discount of~~ $1317,~~158~~280 ~~which~~in ~~was~~stock ~~valued~~payable ~~based~~to onreduce the ~~95%~~note ~~conversion~~payable ~~rate.~~by ~~For the quarter ended September 30, 2013,~~ $717,~~951 discount and $61,579 interest had been amortized and expensed~~280.

F-On December 17, 2013, Carebourn Capital converted part of their convertible debentures. The Company issued 13,000,000 shares to reduce the note payable by $14,300.

~~AMERILITHIUM~~On ~~CORP~~December 23, 2013, Carebourn Capital converted part of their convertible debentures. The Company issued 10,000,000 shares to reduce the note payable by $9,900.

~~Formerly~~On ~~Kodiak~~January ~~International~~3, ~~Inc~~2014, Carebourn Capital converted part of their convertible debentures. The Company issued 10,000,000 shares to reduce the note payable by $17,370.

~~(An~~On ~~exploration~~January ~~stage~~9, ~~enterprise)~~2014, Carebourn Capital converted part of their convertible debentures. The Company issued 10,000,000 shares to reduce the note payable by $8,430.

~~Notes~~On January 14, 2014, Carebourn Capital converted part of their convertible debentures. The Company issued 13,171,000 shares to ~~Financial~~reduce ~~Statements~~the note payable by $11,195.

~~September~~On 30January 23, 2014, The Company issued 12,000,000 shares at $0.001440 to JMJ Financial to settle a previous conversion dated December 9, 2013.

~~Note~~On 8February -10, ~~Convertible~~2014, ~~Notes:~~Carebourn ~~(continued)~~Capital converted part of their convertible debentures. The Company issued 16,126,543 shares to reduce the note payable by $9,500.

On February 10, 2014, 2013, JMJ Financial #3converted part of their convertible debentures, for a total of 10,607,142 shares to reduce the note payable by $11,880.

On ~~June~~February 2921, ~~2012~~2014, ~~the~~Carebourn ~~Company~~Capital ~~entered~~converted ~~into~~part anof ~~agreement~~their ~~with~~convertible ~~JMJ~~debentures. The ~~Financial, whereby JMJ Financial will loan the~~ Company ~~the~~issued ~~aggregate principal amount up to $540~~17,~~000~~394,578 ~~less~~shares ~~$40,000~~to ~~for~~reduce ~~original issue discount, together with interest at~~ the ~~rate of eight percent (8%) per annum, until the maturity date of three years from the effective date of June 29, 2012. The original issue discount~~ note, aspayable ~~described~~by ~~in ASC 480-55~~$10, ~~may not be prepaid in whole or in part~~500.

IfOn ~~the~~March ~~Note~~4, ~~is not paid in full with interest on the maturity date~~2014, ~~JMJ~~Carebourn ~~Financial~~Capital ~~has~~converted ~~the right to convert this Note into restricted common shares of the Company. The Company at its option may elect to convert all or~~ part of ~~the~~their ~~principal~~convertible ~~and any accrued unpaid interest on these notes at any time or times on or before the maturity based on a conversion price~~debentures. The ~~conversion~~Company ~~price~~issued ~~(subject to equitable adjustments for stock splits~~19,006,945 ~~stock~~shares ~~dividends~~to orreduce ~~rights offerings by~~ the ~~Borrower)~~note ~~shall~~payable ~~equal to 80% multiplied~~ by ~~the lowest trading price during the twenty-five (25) trading days prior to conversion notice~~$26,538.

~~During~~On ~~the~~March ~~year ended December 31~~6, ~~2012~~2014, ~~the~~Carebourn ~~Company~~Capital ~~received~~converted apart ~~total~~ of ~~$25,000~~their inconvertible ~~cash,~~debentures. The ~~which~~Company ~~represented~~issued ~~principal amount total of $25~~16,~~000~~678,031 ~~(original~~shares ~~issue~~to ~~discount~~reduce ofthe ~~$6,250),~~note ~~and~~payable ~~valued~~by at $31,~~250 based on the 80% conversion rate~~846.

AsOn ofMarch ~~September 30~~6, ~~2013,~~2014 ~~the~~The ~~original~~Company ~~issue~~issued ~~discount note was valued at $31~~3,~~250~~851,603 ~~consisting~~shares ofto ~~principal~~Seth ~~of $25,000 and a discount of $6,800~~A. AsBrookman oftowards ~~September~~services ~~30,~~provided ~~2013,~~by ~~$2,614~~the ~~discount~~company’s ~~and~~legal ~~$1,558 interests had been amortized and expensed~~counsel. The ~~As of September 30, 2013, the~~ Company ~~has~~recognized ~~unamortized~~an ~~discount~~expense of $334,~~6,36 and accrued interest of $3,139~~279.

On March 11, 2014, Carebourn Capital converted part of their convertible debentures. The Company issued 525,979 shares to reduce interest on the note payable by $2,084.

On June 13, 2013, the Company entered into an agreement with Carebourn Capital LP, whereby Carebourn Capital will loan the Company the aggregate principal amount up to $50,000, with interest at the rate of eight percent (8%) per annum, until the maturity date of one year. F-14

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

AsFormerly ofKodiak ~~September~~International ~~30, 2013, the note was valued at $90,909, consisting of principal of $50,000 and a discount of $40,909~~Inc. During the quarter ended September 30, 2013, $12,421 discount and $2,208 interests had been amortized and expensed. As of September 30, 2013, the Company has unamortized discount of $28,488 and accrued interest of $5,065.

~~Note~~(An 9exploration –stage ~~Subsequent Events:~~enterprise)

OnNotes ~~October~~to 1,Financial ~~2013,~~Statements ~~TCA Global converted an amount on their convertible debentures. The Company issued 10,597,464 shares at $0.00189 and reduced the note payable by $20,135.~~(restated)

OnJune ~~October 2~~30, ~~2013,~~2014 ~~JMJ Financial converted an amount on their convertible debentures. The Company issued 8,000,000 shares at $0.00128 and reduced the note payable by $12,800.~~

On ~~October~~April 187, ~~2013~~2014, ~~TCA~~The ~~Global~~Company ~~converted~~amended anits ~~amount~~articles onof ~~their~~incorporation ~~convertible~~to ~~debentures. The~~increase ~~Company~~authorized iscommon toshares ~~issue~~from 11500,~~490~~000,~~142~~000 ~~shares~~to ~~at $0.00199 and reduced the note payable by $22~~1,~~980~~000,000,000.

On ~~October~~May 2320, ~~2013~~2014, ~~JMJ~~LG ~~Financial~~Capital ~~converted~~Funding anLLC ~~amount~~converted onpart of their convertible debentures. The Company issued 85,~~581~~434,~~250~~782 shares atto ~~$0.00128~~reduce ~~and~~interest ~~reduced~~on the note payable by $131,~~730~~250.

~~F-14~~On June 3, 2014, LG Capital Funding LLC converted part of their convertible debentures. The Company issued 19,597,728 shares to reduce interest on the note payable by $4,000.

On June 16, 2014, LG Capital Funding LLC converted part of their convertible debentures. The Company issued 21,922,127 shares to reduce interest on the note payable by $3,700.

On June 17, 2014, GEL Properties, LLC converted part of their convertible debentures. The Company issued 11,764,706 shares to reduce interest on the note payable by $2,000.

On June 26, 2014, GEL Properties LLC converted part of their convertible debentures. The Company issued 21,818,182 shares to reduce interest on the note payable by $2,400.

Note 5 – Preferred Stock:

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

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

Note 6 – Warrants:

For the period ending March 31, 2014, The Company had 83,333 warrants that were exercisable and outstanding. These warrants expired and were not exercised. There are no outstanding warrants as of June 30, 2014.

Note 7 - Employment and Consulting Agreements:

On January 28, 2014, The Company entered into consulting agreements with Mr. Worrall and Mr. Remo. Mr. Worrall’s agreement calls for monthly payments of $8,500 for six months. The Company has the ability to pay this with cash or stock. Mr. Remo’s contract calls for $5,000 per month up to $20,000 total.

On January 28, 2014, The Company entered into an agreement with Mr. Worrall for back pay and expenses. The Company has agreed to pay Mr. Worrall back pay of $25,000 plus his personal laptop computer.

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.

F-15

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements (restated)

June 30, 2014

On March 2, 2010, the Company entered into an agreement to purchase 100% net revenue in assets of Power Mining Ventures, Inc. The purchase was funded by restricted common stock shares. The total purchase price was $2,280,000.

On March 12, 2010, the Company entered into an agreement to purchase 78 mining claims comprising of nearly 6,000 acres with GeoXplor Corporation. The total purchase price was $1,678,000.

On March 22, 2010, the Company entered into an agreement to purchase 100% net revenue in assets of Power Mining Ventures, Inc located in southwestern Australia. The purchase was funded by restricted common shares and cash. The total purchase price was $2,340,000.

On April 26, 2010, the Company entered into an agreement to purchase from Nevada Alaska Mining Company, Inc., the Clayton Deep and Full Monty properties situated in Nevada, USA, and comprising 138 claims. The purchase was funded by restricted common stock and cash. The total purchase price was $813,000.

On September 23, 2011, the Company entered into an agreement to purchase from Nevada Alaska Mining Company, Inc., an extension to its Clayton Deep property situated in Nevada, USA, comprising 17 claims. The purchase was funded by restricted common stock and cash. The total purchase price was $42,000.

On September 23, 2011, the Company entered into an agreement to purchase from Robert Craig and Barbara Anne Craig the Jackson Wash property situated in Nevada, USA, comprising 66 claims. The purchase was funded by restricted common stock. The total purchase price was $72,000.

For the year ended December 31, 2012, The Company, determined that an impairment loss should be recorded against the mining rights and properties. The Company has determined that the amount of the impairment to be $2,046,120.

For the year ended December 31, 2013, The Company determined that an impairment loss should be recorded against the mining rights and properties. The Company has determined that the amount of the impairment to be $5,070,452.

Note 9 - Convertible Notes:

The Company had the following notes payable outstanding as of June 30, 2014 and December 31, 2013:

F-16

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements (restated)

June 30, 2014


		December 31,
	June 30, 2014	2013
Promissory note payable dated July 7, 2011 due to JMJ including accrued interest of $0 and $19,445, as of December 31, 2013 and 2012, respectively	$ -	$ -
Promissory note payable dated January 30, 2012 due to TCA Global including accrued interest of $72,647 as of December 31, 2013.	-	84,514
Promissory note payable dated June 29, 2012 due to JMJ including accrued interest of $1,695 as of December 31, 2013.		11,812
Promissory note payable dated June 13, 2013 due to Carebourn Capital including accrued interest of $7,273 as December 31, 2013.		45,782
Promissory note payable dated August 9, 2013 for professional fees including accrued interest of $99,719 as of December 31, 2013.		211,058
Promissory note payable dated march 11, 2014 due to LG Capital Funding, LLC including accrued interest of $1,521 as of June 30, 2014.	50,000	-
Promissory note payable dated April 23, 2014 due to JMJ including original issue discount of $8,334 as of June 30, 2014.	83,334	-
Promissory note payable dated April 25, 2014 due to Carebourn Capital including accrued interest of $1,468 as of June 30, 2014.	100,000	-
Promissory note payable dated May 8, 2014 due to LG Capital Funding, LLC including accrued interest of $1,098 as of June 30, 2014.	94,500
Promissory note payable dated May 14, 2014 due to LG Capital Funding, LLC including accrued interest of $2,169 as of June 30, 2014.	206,879
Promissory note payable dated May 14, 2014 due to ADAR Bays LLC including accrued interest of $324 as of June 30, 2014.	31,500
	566,213	353,166
Less: Debt discount	(558,196)	(20,223)
Total note payable	8,017	332,942
Derivative liability, current portion	$ 1,262,200	$ -

JMJ Financial #2

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

F-17

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements (restated)

June 30, 2014

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

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

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

As of December 31, 2013, the Company has converted $263,648 principal amount and discount of $65,912 with 74,765,774 shares of common stock. As of December 31, 2013, the Company received a total of $125,000 in cash, which represented principal amount total of $136,000 (original issue discount of $20,000), and valued at $170,000 based on the 80% conversion rate. As of December 31, 2013, the Company was charged additional interest expense by JMJ of $31,875, which valued at $52,618 based on the 80% conversion rate. For the year ended December 31, 2013, $41,942 discount and $33,227 interests had been amortized and expensed. These notes were fully paid at December 31, 2013.

TCA Global

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

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

As of December 31, 2013, the original issue discount TCA Note was valued at $84,514, consisting of principal of $78,788 and a discount of $4,147 which was valued based on the 95% conversion rate. For the year ended December 31, 2013, $7,951 discount and $72,829 interest had been amortized and expensed.

As of March 31, 2014, the original issue discount TCA Note was valued at $84,514. For the period ended March 31, 2014, $7,951 discount and $75,182 interest had been amortized and expensed.

During the quarter ending June 30, 2014, The Company negotiated and fully paid off the TCA Note. The Company agreed to pay $220,229 for full settlement. The Company recognized an additional $64,690 in interest expense.

F-18

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements (restated)

June 30, 2014

JMJ Financial #3

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

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

As of December 31, 2013, the original issue discount note was valued at $11,813, consisting of principal of $9,650 and a discount of $961. As of December 31, 2013, $5,251 discount and $4,233 interests had been amortized and expensed. As of December 31, 2013, the Company has unamortized discount of $961 and accrued interest of $2,163.

As of March 31, 2013, the note had been fully paid off by conversion of common stock. The company recorded an additional $108 in interest and a $40 gain on conversion of this convertible note.

Carebourn Capital

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

As of December 31, 2013, the note was valued at $45,782 and $2,208 interests had been amortized and expensed. As of December 31, 2013, the Company has unamortized discount of $15,115 and accrued interest of $3,273.

As of March 31, 2013, the note had been fully paid off by conversion of common stock. The company recorded an additional $142 in interest and a $17,868 gain on conversion of this convertible note.

Other Convertible Notes

On August 9, 2013 the Company issued 3 notes (the “Notes”) in the principal aggregate amount of $75,000 for professional services rendered. The Notes have an interest rate of 12% per annum and are payable on demand.

At any time while these Notes are outstanding, the holder may convert all or any portion of the outstanding principal and accrued and unpaid interest (such total amount, the “Conversion Amount”) into shares of Common Stock of the Company (the “Conversion Shares”) at a price equal to the Conversion Amount (the numerator) divided by (y) the average five (5) trading day closing bid price of the Company’s Common Stock during the five (5) trading days

F-19

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements (restated)

June 30, 2014

immediately prior to the Conversion Date (as defined in the Notes) as indicated in the conversion notice (the denominator) multiplied by (z) 2.75 (the “Conversion Price”).

As of December 31, 2013, the series of notes are valued at $211,058, consisting of principal of $75,000 and a discount of $132,532. As of December 31, 2013, the Company has accrued interest of $3,526.

As of March 31, 2013, the note had been fully paid off by conversion of common stock. The company recorded an additional $1,750 in interest and a $132,365 gain on conversion of this convertible note.

LG Capital Funding LLC

On March 11, 2014, the Company entered into an agreement with LG Capital Funding LLC, whereby LG Capital will loan the Company the aggregate principal amount up to $50,000, with interest at the rate of ten percent (10%) per annum, until the maturity date of one year.

If the Note is not paid in full with interest on the maturity date, LG Capital has the right to convert this Note into unrestricted common shares of the Company. The Company at its option may elect to convert all or part of the principal and any accrued unpaid interest on these notes after 180 days or times on or before the maturity based on a conversion price. The conversion price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower) shall equal to 50% multiplied by the lowest closing bid price during the ten (10) trading days prior to conversion notice.

The relative fair value of the debt conversion feature as of June 30, 2014 was estimated using Level 3 inputs at $87,200 using a Black-Scholes model with the following assumptions: expected volatility of 285.26%, risk free interest rate of 1.30%, expected life of 1 year and no dividends. Expected volatility was based on the historical volatility of the Company.

As of June 30, 2014, the note was valued at $50,000 and $274 interests had been amortized and expensed. As of June 30, 2014, the Company has unamortized discount of $46,788 and accrued interest of $274.

JMJ Funding

On April 23, 2014, the Company entered into an agreement with JMJ Financial, whereby JMJ Financial will loan the Company the aggregate principal amount up to $500,000, less $50,000 for original issue discount, together with interest at the rate of twelve percent (12%) per annum, until the maturity date of two years from the effective date of April 23, 2014. The original issue discount note, as described in FASB ASC 480-55, may not be prepaid in whole or in part.

If the Note is not paid in full with interest on the maturity date, JMJ has the right to convert this Note into unrestricted common shares of the Company. The Company at its option may elect to convert all or part of the principal and any accrued unpaid interest on these notes after 180 days or times on or before the maturity based on a conversion price. The conversion price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower) shall equal to the lessor of $0.008 or 60% of the lowest trade price in the twenty five (25) trading days pervious to the conversion..

The relative fair value of the debt conversion feature as of June 30, 2014 was estimated using Level 3 inputs at $221,700 using a Black-Scholes model with the following assumptions: expected volatility of 190.24%, risk free interest rate of .47%, expected life of 1 year and no dividends. Expected volatility was based on the historical volatility of the Company.

As of June 30, 2014, the Company had received a total of $83,334 which comprised of cash of $75,000 and original issue discount of $8,334. As of June 30, 2014, the Company has unamortized discount of $74,685.

F-20

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements (restated)

June 30, 2014

Carebourn Capital

On April 25, 2014, the Company entered into an agreement with Carebourn Capital, whereby Carebourn will loan the Company the aggregate principal amount up to $100,000, with interest at the rate of eight percent (8%) per annum, until the maturity date of one year.

If the Note is not paid in full with interest on the maturity date, Carbourn has the right to convert this Note into unrestricted common shares of the Company. The Company at its option may elect to convert all or part of the principal and any accrued unpaid interest on these notes on or before the maturity based on a conversion price. The conversion price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower) shall equal to 42% multiplied by the lowest closing bid price during the twenty (20) trading days prior to conversion notice.

The relative fair value of the debt conversion feature as of June 30, 2014 was estimated using Level 3 inputs at $146,700 using a Black-Scholes model with the following assumptions: expected volatility of 193.64%, risk free interest rate of 0.11%, expected life of 1 year and no dividends. Expected volatility was based on the historical volatility of the Company.

As of June 30, 2014, the note was valued at $100,000 and $2,497 discount interest had been amortized and expensed. As of June 30, 2014, the Company has unamortized discount of $97,503 and accrued interest of $1,468.

LG Capital Funding LLC

On May 8, 2014, the Company entered into an agreement with LG Capital Funding LLC, whereby LG Capital will loan the Company the aggregate principal amount up to $94,500, with interest at the rate of eight percent (8%) per annum, until the maturity date of one year.

If the Note is not paid in full with interest on the maturity date, LG Capital has the right to convert this Note into unrestricted common shares of the Company. The Company at its option may elect to convert all or part of the principal and any accrued unpaid interest on these notes after 180 days or times on or before the maturity based on a conversion price. The conversion price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower) shall equal to 60% multiplied by the lowest closing bid price during the ten (10) trading days prior to conversion notice.

The relative fair value of the debt conversion feature as of June 30, 2014 was estimated using Level 3 inputs at $244,000 using a Black-Scholes model with the following assumptions: expected volatility of 192.8%, risk free interest rate of .11%, expected life of 1 year and no dividends. Expected volatility was based on the historical volatility of the Company.

As of June 30, 2014, the note was valued at $94,500 and $1,546 discount had been amortized and expensed. As of June 30, 2014, the Company has unamortized discount of $92,954 and accrued interest of $1,098.

LG Capital Funding LLC

On May 14, 2014, the Company entered into an agreement with LG Capital Funding LLC, whereby LG Capital will loan the Company the aggregate principal amount up to $220,229, with interest at the rate of eight percent (8%) per annum, until the maturity date of one year.

On May 28, 2014 the LG Capital Funding assigned $55,000 of this convertible note to GEL Properties, LLC with the same terms and conditions.

F-21

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements (restated)

June 30, 2014

offerings by the Borrower) shall equal to 60% multiplied by the lowest closing bid price during the ten (10) trading days prior to conversion notice.

The relative fair value of the debt conversion feature as of June 30, 2014 was estimated using Level 3 inputs at $482,300 using a Black-Scholes model with the following assumptions: expected volatility of 192.8%, risk free interest rate of .11%, expected life of 1 year and no dividends. Expected volatility was based on the historical volatility of the Company.

During the quarter ending June 30, 2014, both LG and GEL converted 80,537,525 shares and reduced their note payable by $13,350. These conversions were computed using a 95% discount factor as they believed the Company was in default. The Company has negotiated an agreement with LG Capital and both parties have agreed to operate at the original terms of the contract but to keep the conversions completed during the quarter at the 95% discount. Due to this discount rate the Company recorded a $290,244 interest charge for the beneficial conversion.

As of June 30, 2014, the note was valued at $206,879 and $13,350 discount had been amortized and expensed. As of June 30, 2014, the Company has unamortized discount of $206,879 and accrued interest of $2,169.

ADAR Bays LLC

On May 14, 2014, the Company entered into an agreement with ADAR Bays LLC, whereby ADAR will loan the Company the aggregate principal amount up to $31,500, with interest at the rate of eight percent (8%) per annum, until the maturity date of one year.

If the Note is not paid in full with interest on the maturity date, ADAR has the right to convert this Note into unrestricted common shares of the Company. The Company at its option may elect to convert all or part of the principal and any accrued unpaid interest on these notes on or before the maturity based on a conversion price. The conversion price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower) shall equal to 42% multiplied by the lowest closing bid price during the eighteen (18) trading days prior to conversion notice.

The relative fair value of the debt conversion feature as of June 30, 2014 was estimated using Level 3 inputs at $80,300 using a Black-Scholes model with the following assumptions: expected volatility of 193.64%, risk free interest rate of .11%, expected life of 1 year and no dividends. Expected volatility was based on the historical volatility of the Company.

As of June 30, 2014, the note was valued at $31,500 and $412 discount interest had been amortized and expensed. As of June 30, 2014, the Company has unamortized discount of $31,088 and accrued interest of $324.

Note 10 – Share Exchange Agreement:

On May 19, 2014, the Company entered into an extended Memorandum of Understanding with Patten Energy, Inc, a California corporation. Pursuant to the terms of this agreement, the Company agreed to acquire all the issued and outstanding shares of Patten Energy, Inc., make a cash infusion of $1,000,000 and provide a line of credit for the purchase of product in the minimum of $1,000,000 and not to exceed $2,000,000. As of June 30, 2014, the Company has paid $90,000 as an earnest money deposit.

Note 11 – Subsequent Events:

On August 4, 2014, the Company entered into a Letter of Intent to purchase Orbit Oil, Inc, an Indiana Corporation whereby the Company will purchase the seller for the purchase price of $275,000.

On July 8, 2014, LG Capital converted 23,783,300 shares of common stock and reduced their note payable by $2,350.

F-22

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements (restated)

June 30, 2014

On July 17, 2014, LG Capital converted 21,729,158 shares of common stock and reduced their note payable by $1,500.

On July 28, 2014, LG Capital converted 22,869,863 shares of common stock and reduced their note payable by $1,575.

On August 1, 2014, LG Capital converted 26,886,183 shares of common stock and reduced their note payable by $1,850.

On August 8, 2014, LG Capital converted 28,382,230 shares of common stock and reduced their note payable by $1,950.

On August 14, 2014, LG Capital converted 28,874,657 shares of common stock and reduced their note payable by $1,700.

F-23

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

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

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

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

Plan of Operation

~~After~~Amerilithium ~~reviewing the results of the Company’s exploration of its global assets, the Company, intends to implement additional exploration on the Company’s Australian assets~~Corp. ~~Should~~ (the “Company” beor ~~able~~“Amerilithium”) tohas ~~secure~~amassed ~~additional financing, we also intend to initiate~~ a ~~Nevada~~portfolio ~~based~~of ~~drill~~properties ~~program.~~covering ~~There~~approximately ~~can~~31,020 beacres ~~assurances~~in ~~that such financing will be available on favorable terms or at all. We continue to explore opportunities for~~ the ~~further~~USA ~~development~~and ~~of the Company~~Australia.

~~Results~~During 2011, the Company completed both Gravity and CSAMT (controlled source audio-frequency magnetotellurics) on the Company’s Full Monty, Clayton Deep and Jackson Wash Assets in Nevada, USA. During 2012 the Company processed this acquired data to complete proposed drill programs for the Company’s Full Monty, Clayton Deep and the Jackson Wash Assets. The Company initially submitted the relevant documentation to BLM (Bureau of ~~Operations~~Land Management) in Nevada and received approval.

~~For~~The ~~the~~company’s ~~three~~current ~~months~~primary ~~ended~~focus ~~September~~during ~~30,~~2014 ~~2013~~is ~~Compared~~as ~~to three months ended September 30, 2012~~follows:

	For the Three Months Ended June 30,
	2013		2012
Net sales	$	-		-
Gross profit	$	-		-
Total operating expenses	$	1,750,152		270,396
(Loss) from operations	$	(1,750,152)		(270,396)
Net loss	$	(1,707,480)		(323,665)
Loss per common share – basic and diluted	$	(0.01)		(0.01)

(1) The continued evaluation, exploration and development of the companies U.S. properties;

We(2) ~~are~~The ancontinued evaluation, exploration ~~stage company~~ and ~~have~~development ~~not yet commenced material operations. As~~ of ~~September~~the ~~30,~~companies ~~2013,~~Australian ~~we have not generated any revenue or profit.~~properties;

~~For~~(3) ~~the~~Establish ~~three~~an ~~months~~economically ~~ended~~viable ~~September~~lithium ~~30, 2013 and 2012, respectively, total operating expenses increased from $270,396 to $1,750,152 due to increased impairment losses.~~resource;

(4) To strengthen the Company’s management with the recruitment of strategic employees and advisors; and

(5) Evaluate and implement additional streams of revenue to strengthen the Company’s financial position.

It is the Company’s intention to implement a staged drilling program focusing on the Company’s Lithium Brine Assets in Nevada, USA once the Company is able to raise the required funds in order to do so. There can be no assurance that the Company will be able to raise additional capital on favorable terms to the Company or at all.

~~Our~~Additionally, ~~operating expenses for~~ the ~~three~~permits ~~months~~associated ~~ended~~with ~~September~~these ~~30,~~assets ~~2013~~will ~~consisted~~require ~~of: General~~an ~~and~~amendment ~~administrative~~due ~~expenses~~to ofchanges ~~$8,985,~~in ~~exploration~~claims ~~expenses~~currently ~~of $1,231, salaries of $34,500; impairment loss of $1,640,452 and, professional fees of $64,984~~held.

~~Comparatively,~~The ~~for~~Company ~~the~~is ~~three~~still ~~months~~to ~~ended~~finalize ~~September~~its ~~30,~~exploration ~~2012~~program for its Australian assets, ~~our~~specifically ~~operating~~related ~~expenses~~to ~~consisted~~the ~~of: General~~potential for both lithium and ~~administrative~~gold ~~expenses~~discoveries. The ofwork ~~$46,819,~~shall ~~exploration~~be ~~expenses~~conducted ofunder ~~$129,365,~~the ~~salaries~~supervision of ~~$34,500;~~an ~~and,~~appointed ~~professional~~strategic ~~fees~~partner ofdue ~~$59,712~~to the properties’ geographical location. The initial work and exploration has incorporated the following elements:

~~The~~• ~~decrease~~Geophysical inreview ~~professional~~and ~~fees~~data from the three months ended September 30, 2012 to the three months ended September 30, 2013 was primarily due to a reduction in operating activities in 2013. The overall decrease in operating expenses from the three months ended September 30, 2012 to the three months ended September 30, 2013 was due to a reduction in exploration activities in 2013.acquisition;

~~For~~• ~~the~~EIS ~~nine~~(Exploration ~~months~~Incentive ~~ended~~Scheme) ~~September~~application; ~~30,~~(Re-applied ~~2013~~for ~~Compared to nine months ended September 30, 2012~~2013)

	For the Nine Months Ended September 30,
	2013		2012
Net sales	$	-		-
Gross profit	$	-		-
Total operating expenses	$	2,079,522		896,261
(Loss) from operations	$	(2,079,522)		(896,261)
Net loss	$	(2,328,123)		(1,273,835)
Loss per common share – basic and diluted	$	(0.01		(0.01)

• Geomorphology interpretation;

We• ~~are~~Review antenement ~~exploration~~status ~~stage company~~ and ~~have not yet commenced material operations. As of September 30, 2013, we have not generated any revenue or profit.~~opportunities;

~~For~~• ~~the~~Develop ~~nine~~GIS ~~months~~(Geographic ~~ended~~Information ~~September~~Systems) ~~30,~~layer ~~2013~~of assets and ~~2012,~~surrounding ~~respectively,~~projects; ~~total operating expenses increased] from $896,261 to $2,079,522 due to increased impairment losses.~~and

~~Our~~• ~~operating~~On-site ~~expenses for the nine months ended September 30, 2013 consisted of~~visit: ~~General and administrative expenses of $64,435, exploration expenses of $49,415, salaries of $103,500, impairment loss of $1,640,452 and professional fees of $221,719.~~

~~Comparatively,~~• ~~for~~Initial ~~the~~water ~~nine months ended September 30, 2012, our operating expenses consisted of: General~~ and ~~administrative~~solid ~~expenses of $211,218, exploration expenses of $275,635, salaries of $103,500; and, professional fees of $305,908~~sampling.

~~Liquidity~~The Company intends to fund the intended exploration with additional funding from the Company’s current financing agreements, and ~~Capital~~additional ~~Resources~~supplementary agreements. The Company believes that it will require an additional $1.5 million over the next 12 months to achieve these goals. Our ability to execute our business plan is dependent on our ability to secure additional funding and commence full scale operations. There is no assurance that additional funding will be available or if available, that such additional funding will be on terms acceptable to the Company.

~~The~~Results ~~following~~of ~~table summarizes total current assets, liabilities and working capital at September 30, 2013 and December 31, 2012.~~Operations

	September 30, 2013		December 30, 2012
Current Assets	$	14,680		250,412
Current Liabilities	$	274,691		304,570
Working Capital	$	(260,011)		(54,158)

For the three months ended June 30, 2014 Compared to three months ended June 30, 2013

At September 30, 2013, we had a working capital deficit of $260,011, an increase of $205,853 from the working capital deficit of $54,158 at December 31, 2012. The increase is primarily related to a decrease in unamortized loan fees and an increase in accounts payable and accrued liabilities.


	For the Three Months Ended June 30,
	2014		2013
Net sales	$	0	$	0
Gross profit		0		0
Total operating expenses		231,720		128,536
(Loss) from operations		(231,720)		(128,536)
Net Income/(Loss)		(1,245,562)		(218,703)
Income (Loss) per common share – basic and diluted	$	(0.00)	$	(0.01)

~~The~~We ~~Company~~are ~~expects~~an ~~its~~exploration ~~current~~stage ~~resources~~company toand behave ~~sufficient~~not ~~for~~yet acommenced ~~period~~material ~~of approximately 1 month unless additional financing is received~~operations. ~~Management~~As ~~has~~of ~~determined~~June ~~that~~30, ~~additional~~2014, ~~capital~~we ~~will~~have benot ~~required~~generated inany ~~the~~revenue ~~form of equity~~ or ~~debt~~ profit.

For the three months ended June 30, 2014 and 2013, respectively, total operating expenses increased from $128,536 to $231,720 due to increased legal and professional fees.

Our operating expenses for the three months ended June 30, 2014, consisted of: General and administrative expenses of $8,184 and professional fees of $223,536.

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

The increase between periods was primarily due to increased legal and professional fees.

Results of Operations

For the six months ended June 30, 2014 Compared to three months ended June 30, 2013

securities. In addition, if we cannot raise additional short-term capital we will be forced to continue to further accrue liabilities due to our limited cash reserves. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If adequate funds are not available to us when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy.


	For the Six Months Ended June 30,
	2014			2013
Net sales	$	0	$		0
Gross profit		0			0
Total operating expenses		370,160			329,370
(Loss) from operations		(370,160)			(329,370)
Net Income/(Loss)		(1,349,468)			(205,929)
Income (Loss) per common share – basic and diluted	$	(0.01)	$		(0.01)

~~Net~~We ~~cash~~are ~~used~~an inexploration ~~operating~~stage ~~activities~~company ~~for the nine months ended September 30, 2013~~ and ~~2012,~~have ~~was~~not ~~$380,812~~yet ~~and~~commenced ~~$804,117,~~material ~~respectively~~operations. ~~The~~As ~~net~~of ~~loss~~June ~~for the nine months ended September~~ 30, ~~2013 and 2012~~2014, ~~was~~we ~~$2,328,123~~have ~~and~~not ~~$1,273,835,~~generated ~~respectively. Cash~~any ~~used~~revenue inor ~~operating activities for the nine months ended September 30, 2013 and 2012, was primarily for legal and professional fees~~profit.

~~Net~~For ~~cash obtained through all financing activities for~~ the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013, ~~was~~respectively, total operating expenses increased from $~~175~~329,~~000~~370 ~~and~~to $~~630~~370,~~000,~~160 ~~respectively.~~due to increased legal and professional fees.

Our operating expenses for the six months ended June 30, 2014, consisted of: General and administrative expenses of $23,747, salaries of $32,500; and, professional fees of $313,913.

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

The increase between periods was primarily due to increased legal and professional fees.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at June 30, 2014 and December 31, 2013.


	June 30, 2014		December 31, 2013
Current Assets	$	95,525	$	1,583
Current Liabilities		1,401,335		454,261
Working Capital Deficit	$	1,305,810	$	452,678

At June 30, 2014, we had working deficit of $1,305,810, as compared to working capital deficit of $452,678, at December 31, 2013, an increase of $853,132. The decrease is primarily related to an increase in the current portion of Convertible notes payable, net of discount.

The Company expects its current resources to be sufficient for a period of approximately 1 month unless additional financing is received. Management has determined that additional capital will be required in the form of equity or debt securities. In addition, if we cannot raise additional short-term capital we will be forced to continue to further accrue liabilities due to our limited cash reserves. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If adequate funds are not available to us when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy.

Net cash used in operating activities for the six months ended June 30, 2014 and 2013, was $567,287 and $317,742, respectively. The net profit/(loss) for the six months ended June 30, 2014 and 2013, was ($1,349,468) and

($535,299), respectively. Cash used in operating activities for the six months ended June 30, 2014 and 2013, was primarily for legal and professional fees.

Net cash obtained through all financing activities for the six months ended June 30, 2014 and 2013, was $0 and ($1,898), respectively.

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

Going Concern

As of ~~September~~June 30, ~~2013~~2014, we were engaged in business operations and had suffered losses from exploration stage activities to date. In addition, we have minimal operating funds. Although management is currently attempting to identify business opportunities and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, we must rely on our officers to perform essential functions without compensation until a business operation can be commenced. No amounts have been recorded in the accompanying financial statements for the value of officers’ services, as it is not considered material.

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

Off Balance Sheet Arrangements:

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Critical Accounting Policies

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

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

accounting estimates and policies, but we believe that these other policies either do not generally require us to make estimates and judgments that are as difficult or as subjective, or it is less likely that they would have a material impact on our reported results of operations for a given period. For additional information see Note 2, “Summary of Significant Accounting Policies” in the notes to our reviewed financial statements appearing elsewhere in this report. Although we believe that our estimates and assumptions are reasonable, they are based upon information presently available, and actual results may differ significantly from these estimates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

WeDerivative doFinancial ~~not~~Instruments ~~hold~~– ~~any~~as ~~derivative~~defined ~~instruments~~by FASB ASC 815, “Accounting for Derivative Financial Instruments and doHedging ~~not~~Activities”, ~~engage~~consist inof ~~any~~financial ~~hedging~~instruments ~~activities~~or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price of other variable), require no initial net

investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances assets.

The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued financial instruments including senior convertible notes payable and freestanding stock purchase warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by FASB ASC 815, in certain circumstances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

In connection with the preparation of this amended quarterly report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2013~~2014, our Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our PEO and PFO concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b) Changes in Internal Control over Financial Reporting.

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our annual report on Form 10-K/A for the year ended December 31, ~~2012~~2013, filed with the SEC on April 1624, ~~2013~~2014.

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

~~There~~On ~~were~~May no20, ~~other~~2014, ~~unregistered~~LG ~~sales~~Capital ofFunding ~~the~~LLC ~~Company’s~~converted ~~equity~~part ~~securities~~of ~~during~~their ~~the~~convertible ~~quarter~~debentures. The ~~ended~~Company ~~September~~issued 305, ~~2013~~434,782 ~~other~~shares ~~than~~to ~~those~~reduce ~~previously~~interest ~~reported~~on inthe anote ~~Current~~payable ~~Report~~by ~~on Form 8-K~~$1,250.

On June 3, 2014, LG Capital Funding LLC converted part of their convertible debentures. The Company issued 19,597,728 shares to reduce interest on the note payable by $4,000.

On June 16, 2014, LG Capital Funding LLC converted part of their convertible debentures. The Company issued 21,922,127 shares to reduce interest on the note payable by $3,700.

On June 17, 2014, GEL Properties, LLC converted part of their convertible debentures. The Company issued 11,764,706 shares to reduce interest on the note payable by $2,000.

On June 26, 2014, GEL Properties LLC converted part of their convertible debentures. The Company issued 21,818,182 shares to reduce interest on the note payable by $2,400.

Item 3. Defaults Upon Senior Securities.

~~The~~During ~~Convertible~~the ~~Note~~quarter ~~with~~ending ~~TCA~~June ~~has~~30, ~~passed~~2014, ~~its~~the ~~maturity~~Company ~~date~~paid ~~and~~off, ~~the~~in ~~Company~~full, isthe ~~working~~TCA ~~with~~Note. Please ~~TCA~~see toNote ~~restructure~~9 ~~the~~for ~~Convertible~~more ~~Note~~information ~~and~~related ~~satisfy~~to the ~~obligations~~TCA ~~thereunder~~Note.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~There~~On isSeptember no5, ~~other~~2014, ~~information~~the ~~required~~Company toincreased beits ~~disclosed~~authorized ~~under~~common ~~this~~stock ~~item~~from ~~which~~1,000,000,000 ~~has~~shares ~~not~~to ~~been previously reported~~2,000,000,000.

Item 6. Exhibits.

Exhibit No.		Description
3.1		Amendment to Articles of Incorporation
31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema Document*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*
* Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the 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.
Date: November 19, 2013	By:	/s/ Matthew Worrall
Date: September 15, 2014	By:	/s/ Ernest B. Remo
		Name: Matthew Worrall
		Name: Ernest B. Remo
		Title: Chief Executive Officer
		Title: Interim Chief Executive Officer
		(Principal Executive Officer) (Principal Financial Officer) (Principal Accounting Officer)

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