PTTN Patten Energy Solutions Group Inc (CE)

PART I – FINANCIAL INFORMATION

Item 1.Financial Statements.

3

F-1

F-2

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2013

Note 1 - Organization and summary of significant accounting policies:

Following is a summary of the Company’s organization and significant accounting policies:

Organization and nature of business - Amerilithium Corp formerly Kodiak International Inc., (“We,” or “the Company”) is a Nevada corporation incorporated on February 2, 2004.  The Company is primarily engaged in the acquisition and exploration of mining properties.

The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations.  Upon the location of commercially mineable reserves, the Company plans to prepare for mineral extraction and enter the development stage.  

Basis of presentation - The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three month period ended March 31, 2013.

Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.  

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

Property and Equipment - The Company values its investment in property and equipment at cost less accumulated depreciation.  Depreciation is computed primarily by the straight line method over the estimated useful lives of the assets ranging from three to five years. As of March 31, 2013 and December 31, 2012 the company had recognized total depreciation expense of $2,570 and $2,065, respectively.

Mineral Property Acquisition and Exploration Costs - The Company is primarily engaged in the business of the acquisition, exploration, development, mining, and production of domestic strategic energy and mineral properties, with emphasis on lithium carbonate and additional strategic minerals. Mineral claim and other property acquisition costs are capitalized as incurred. Such costs are carried as an asset of the Company until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations. Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development cost, are capitalized. The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves. If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period . The Company conducted an impairment analysis on the carrying value of its mining properties and the related lease acreage for the period ended December 31, 2012 and determined an impairment in the amount of $2,046,120 was necessary. Key indicators were evaluated to determine that sufficient progress had been made over the last 12 months including maintaining the commitment of our geologist, significant progress in evaluating the properties program which is very complex and continued resources for financing for third parties.

F-4

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2013

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

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

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

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

Net loss per share calculation - Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The weighted-average number of common shares outstanding for computing basic EPS for the three month periods ended March 31, 2013 and March 31, 2012 were 132,186,627 and 77,086,317, respectively.  

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

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

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

Recently Issued Accounting Pronouncements - As of and for the periods ended March 31, 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

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2013

Note 2 - Going Concern:

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of March 31, 2013, the Company had an accumulated deficit of 6,129,188. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

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

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

Note 3 – Stockholder's Equity:

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

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

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

On August 8, 2005, our Directors authorized the issuance of 16,000,000 founder shares at par value of $0.001.  These shares are restricted under rule 144 of the Securities Exchange Commission.

On August 28, 2005, our Directors authorized the issuance of 16,000,000 shares of common stock at a price of $0.001 per share as fully paid and non-assessable to the subscriber.  These shares are not restricted and are free trading.

On July 14, 2006, our Directors authorized the issuance of 8,800,000 shares of common stock at a price of $0.002 per share as fully paid and non-assessable to the subscriber.  These shares are not restricted and are free trading.

On August 21, 2008, our Directors authorized the issuance of 12,000,000 shares of common stock at a price of $0.04 per share as fully paid and non-assessable to the subscriber.  These shares are not restricted and are free trading.

On November 18, 2009, our Directors authorized the issuance of 1,600,000 shares of common stock at a price of $0.25 per share as fully paid and non-assessable to the subscriber.  These shares are not restricted and are free trading.

F-6

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2013

Note 3 – Stockholder's Equity: (continued)

In March 2010, the Company issued 4,800,000 common stock shares at prices ranging from $0.95 to $1.65 per share for the purchase of mining claims.  These shares are restricted.

As part of purchase of mining claims the Company has committed to the issuance of 750,000 shares of common stock at a price of $1.65.  The Company has recorded this as a stock subscription payable. 250,000 shares were issued in April 2010 and an additional 250,000 shares were issued in July 2010.  The remaining shares were issued in December 2010.

On March 12, 2010, the Company entered into a consulting agreement for $100,000 and 100,000 shares of stock in which the Company will pay $40,000 on signing and six equal installments of $10,000 monthly.  As of December 31, 2010, $100,000 of this agreement has been paid and the 100,000 shares have been issued.

On March 30, 2010, the Company issued 83,333 shares of common stock at a price of $1.20 per share.  This was part of a private placement offering that included a stock warrant to purchase additional shares of stock for $1.60 per share.

During April 2010, the Company submitted drawdown notices of $500,000 for a total of 352,374 shares of the company's common stock, in regards to their financing agreement with Sunrise Energy Investments.

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

On April 26, 2010 the Company purchased the mining rights from Nevada Alaska Mining Co. for stock and cash.  The agreement includes the issuance of 400,000 shares at a price of $1.72 per share.  These shares were originally recorded as a subscription payable but have been fully issued in July 2010.

During June 2010, the Company issued 45,000 shares of stock to three advisors at a price of $0.71 per share.  The amount will be granted every three months through termination of agreements, and priced at the current market price.  These shares are restricted.

During June 2010, the Company submitted drawdown notices of $500,000 for a total of 554,017 shares of the company's common stock, in regards to their financing agreement with Sunrise Energy Investments.

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

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

During September 2010, the Company issued 65,000 shares of stock to four advisors at a price of $0.32 per share.  

During September 2010, the Company issued 300,000 shares of stock at $0.32 per share, per the finder’s fee agreement on its Paymaster Master Claim, Nevada.  

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

F-7

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2013

Note 3 – Stockholder's Equity: (continued)

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

On January 21, 2011, the Company issued 20,000 shares at $0.29 per share as part of the advisory agreements.

On March 7, 2011, the Company issued 751,880 shares at $0.40 to Sunrise Energy Investments as part of the financing agreement draw down.

On March 23, 2011, the Company issued 45,000 shares at $0.37 to three advisors as part of the advisory agreements.

On May 3, 2011, the Company issued 270,000 shares at $0.35, 20,000 to two advisors per their advisory agreements and 250,000 as part of the consultancy agreement.

On June 15, 2011, the Company issued 45,000 shares at $0.25 to three advisors as part of their advisory agreements.

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

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

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

On September 23, 2011, the Company issued 400,000 shares at $0.18 as part of the purchase agreement for Jackson Wash.

On September 29, 2011, JMJ Financial converted part of their convertible debenture.  The Company issued 200,000 shares to reduce the note payable by $30,000.

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

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

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

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

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

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

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

F-8

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2013

Note 3 – Stockholder's Equity: (continued)

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

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

On March 21, 2012, the Company issued 225,000 shares at $0.08 to GeoXplor as part of the renegotiation of the payment plan on the purchase of mining property.  

On March 23, 2012, JMJ Financial converted part of their convertible debentures.  The Company issued 2,000,000 shares to reduce the note payable by $117,200.

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

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

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

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

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

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

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

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

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

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

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

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

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

F-9

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2013

Note 3 – Stockholder's Equity: (continued)

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

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

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

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

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

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

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

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

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

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

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

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

F-10

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2013

Note 5 - Employment and Consulting Agreements:

On March 12, 2010, the Company entered into an employment contract with their Chief Executive Officer to pay this individual a guaranteed monthly fee of $6,500 for 36 months.

On October 8, 2010, The Company renewed its consultancy agreement for an additional 24 months at $5,000 per month.  The Company will also issue 250,000 shares of common stock every six months.

Note 6 – Mining Rights:

In September 2008, the Company purchased the Kodiak Lode Mining Claim for $7,500.  The mining claim is in the Sunset Mining District in the extreme southern portion of the State of Nevada.  The claim is on 20.66 acres and includes gold, silver, copper and lead. The full mining claim was recorded as a period expense.

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

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

F-11

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2013

Note 6 – Mining Rights: (continued)

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.

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

JMJ Financial #2

On July 7, 2011, 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, 2011. The original issue discount note, as described in ASC 480-55, may not be prepaid in whole or in part.

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

F-12

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2013

Note 7 - Convertible Notes: (continued)

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.

During the quarter ended March 31, 2013, the Company has converted $112,448 principal amount and discount of $28,112 with 18,584,524 shares of common stock. During the quarter ended March 31, 2013, the Company received a total of $125,000 in cash, which represented principal amount total of $136,000 (original issue discount of $11,000), and valued at $170,000 based on the 80% conversion rate. During the quarter ended March 31, 2013, the Company was charged additional interest expense by JMJ of $15,485, which valued at$19,856 based on the 80% conversion rate. As of December 31, 2012, the original issue discount note was valued for $162,656, consisting of principal of $130,125 and 80% conversion rate discount of $32,531. During the quarter ended March 31, 2013, $8,713 discount and $3,724 interests had been amortized and expensed. As of March 31, 2013, the Company has unamortized original issue discount of $25,872 and accrued interest of $23,169.  

TCA Global

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

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

During the quarter ended March 31, 2013, the Company has converted $50,000 principal amount and discount of $2,632 with 5,000,000 shares of common stock. As of March 31, 2013, the original issue discount note was valued for $263,158, consisting of principal of $200,000 and a discount of $10,526 which was valued based on the 95% conversion rate. For the quarter ended March 31, 2013, $13,158 discount and $31,579 interest had been amortized and expensed. As of March 31, 2013, the Company has unamortized fees of $32,718 and unamortized discount of $0.  

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.

F-13

AMERILITHIUM CORP

Formerly Kodiak International Inc.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2013

Note 7 - Convertible Notes: (continued)

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, 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 March 31, 2013, the original issue discount note was valued for $34,000, consisting of principal of $27,200 and a discount of $6,800. During the quarter ended March 31, 2013, $673 discount and $881 interests had been amortized and expensed. As of March 31, 2013, the Company has unamortized discount of $7,179 and accrued interest of $2,604.