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EX-99.1 - EXHIBIT 99.1 - INTEGRATED ENERGY SOLUTIONS, INC.ex99_1apg.htm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K/A

(Amendment No. 1)


Current Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 18, 2012


AMERILITHIUM CORP.

(Exact name of registrant as specified in its charter)


 

 

 

Nevada

333-155059

61-1604254

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)


871 Coronado Center Drive, Suite 200

Henderson, NV 89052

 (Address of principal executive offices)


(702) 583-7790

(Registrant’s telephone number, including area code)


[  ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 40.13e-4(c))






EXPLANATORY NOTE


Amerilithium Corp. is filing this amendment on Form 8-K/A (the “Amendment”) to its Current Report on Form 8-K, originally filed with the U.S. Securities and Exchange Commission on May 21, 2012 (the “Original Report”), in order to: (i) file the letter received from our independent accountant, which is required by Item 4.02(c)(3) of Form 8-K to be included as an exhibit concerning the independent accountant’s agreement or disagreement with the Company’s statements contained under Item 4.02; and (ii) to quantify the impact of the restatement of our financial statements to all periods, specifically the quarter ended September 30, 2011.





Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On May 17, 2012, Amerilithium Corp.’s (the “Company”) independent registered public accounting firm contacted the Company regarding a potential misstatement in the Company’s 2011 annual financial statements. On May 18, 2012, the Company’s sole member of the board of directors (the “Board”) and executive officer, after consultation with Company’s independent registered public accounting firm, concluded that the following financial statements contained material misstatements: (i) the Company’s audited financial statements for the year ended December 31, 2011, filed in an annual report on Form 10-K with the U.S. Securities and Exchange Commission (the “SEC”) on April 4, 2012; (ii) the Company’s unaudited financial statements for the period ended September 30, 2011, filed in a quarterly report on Form 10-Q with the SEC on November 18, 2011; and (iii) the Company’s unaudited financial statements for the period March 31, 2012, filed in a quarterly report on Form 10-Q with the SEC on July 3, 2012. The foregoing financial statements contained material misstatements pertaining to the Company’s calculation of the discounts on the Company’s convertible debentures and associated interest accruals.


The following table represents the effects of the restated statements as of December 31, 2011:


 

 

 

 

Restated

Original

 

12/31/2011

12/31/2011

Sales

Loss

(996,265)

(844,074)

Common Stock

71,724 

71,724 

Paid in Surplus

9,387,787 

9,120,227 

Retained Deficit

(2,207,740)

(2,055,549)

Earnings Per Share

(0.0143)

(0.0121)



The following table represents the effects of the restated statements for the quarter ended September 30, 2011:


 

 

 

 

Restated

Original

 

9/30/2011

9/30/2011

Sales

Loss

(737,206)

(687,014)

Common Stock

69,574 

69,574 

Paid in Surplus

9,107,537 

8,922,577 

Retained Deficit

(1,948,681)

(1,898,489)

Earnings Per Share

(0.0108)

(0.0100)



The following table represents the effects of the restated statements for the quarter ended March 31, 2012:

 

 

 

Restated

Original

 

3/31/2012

3/31/2012

Sales

Loss

(645,334)

(645,334)

Common Stock

82,449 

82,449 

Paid in Surplus

9,919,022 

9,918,702 

Retained Deficit

(2,853,074)

(2,849,520)

Earnings Per Share

(0.0084)

(0.0084)






The Company has reviewed its accounting policies and procedures on May 18, 2012, determined that for all periods referenced above, the balance sheets, statements of operations, stockholders’ equity and cash flows will need to be restated for the categories described above and therefore should not be relied upon.


The Board has discussed the foregoing matters with the Company’s independent registered public accounting firm and has authorized and directed the officers of the Company to take the appropriate and necessary actions to restate its audited financial statements for the year ended December 31, 2011, and its unaudited financial statements for the quarter September 30, 2011, and March 31, 2012, respectively, by filing amendments as soon as practicable. As of July 13, 2012, all of the amendments to the foregoing financial statements have been re-filed with the SEC.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


 

Exhibit No.

 

Description

 

 

 

 

 

99.1

 

Letter from Thomas J. Harris, CPA dated July 13, 2012.





SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



 

 

 

AMERILITHIUM CORP.

 

 

 

 

 

 

 

 

 

 

 

 

July 13, 2012

 

By:

 /s/ Matthew Worrall

 

 

 

 

 

Name: Matthew Worrall

 

 

 

 

 

Title: Chief Executive Officer