IENG / Integrated Energy Solutions, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Integrated Energy Solutions FORM 15

Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 333-155059 Integrated Energy Solutions, Inc. - (Exact name of regis

Changes in Registrant's Certifying Accountant

IENG 8-K/A 10/07/15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Other Events

IENG 8-K 09/09/15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2015 INTEGRATED ENERGY SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 333-155059 61-1604254 (State or other jurisdiction

Integrated Energy Solutions IENG NT 10-Q 06/30/15

IENG NT 10-Q 06/30/15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Integrated Energy Solutions IENG 10-Q 03/31/15

IENG NT 10-Q 03/31/15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Integrated Energy Solutions IENG NT 10-K 12/31/14

NT 10-K 1 iengnt10k123114apg.htm IENG NT 10-K 12/31/14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-155059 CUSIP NUMBER (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

IENG 8-K 03/17/15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2015 INTEGRATED ENERGY SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 333-155059 61-1604254 (State or other jurisdiction (Com

FIRST AMENDMENT TO CREDIT AGREEMENT

EX-10.1 2 ex101apg.htm EXHIBIT 10.1 EXHIBIT 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated effective as of the 4th day of March, 2015, by and between INTEGRATED ENERGY SOLUTIONS, INC., a Nevada corporation (the “Borrower”), PATTEN ENERGY ENTERPRISES, INC., a California corporation, AP LUBES, INC., a Delaware corporation, and ATLANTIC-PA

EX-3.1

EXHIBIT 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2014 INTEGRATED ENERGY SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 333-155059 61-1604254 (State or other jurisdiction (Commission File Nu

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2014 INTEGRATED ENERGY SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 333-155059 61-1604254 (State or other jurisdiction (Commission File N

SECURITY AGREEMENT

EXHIBIT 10.4 SECURITY AGREEMENT This SECURITY AGREEMENT (the “Security Agreement”) dated as of September 30, 2014, but made effective as of December 10, 2014, is executed by and among PATTEN ENERGY ENTERPRISES, INC., a California corporation, AP LUBES, INC., a Delaware corporation, and ATLANTIC-PACIFIC, LLC, an Indiana limited liability company (each of the foregoing sometimes individually referre

REVOLVING NOTE $800,000.00 Issuance Date: as of September 30, 2014 Effective Date: as of December 10, 2014

EXHIBIT 10.2 NEITHER THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE TO THE HOLDER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED

SECURITY AGREEMENT

EXHIBIT 1.3 SECURITY AGREEMENT This SECURITY AGREEMENT (the “Security Agreement”) dated as of September 30, 2014, but made effective as of December 10, 2014, is executed by INTEGRATED ENERGY SOLUTIONS, INC., a Nevada corporation (the “Debtor”), with its chief executive offices located at 1000 East 80th Place, Suite 302, Merrillville, Indiana 46410, and TCA Global Credit Master Fund, LP (the “Secur

PLEDGE AND ESCROW AGREEMENT

EXHIBIT 10.5 PLEDGE AND ESCROW AGREEMENT THIS PLEDGE AND ESCROW AGREEMENT (“Agreement”) is made and entered into as of September 30, 2014, but made effective as of December 10, 2014, by and between INTEGRATED ENERGY SOLUTIONS, INC., a Nevada corporation (the “Pledgor”), and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Secured Party”), with the joinder of DAVID KAHA

SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE MAXIMUM AMOUNT OF US$3,000,000 BY AND AMONG INTEGRATED ENERGY SOLUTIONS, INC., as Borrower, PATTEN ENERGY ENTERPRISES, INC., AP LUBES, INC., AND ATLANTIC-PACIFIC, LLC, as Joint and Several Gua

EXHIBIT 10.1 SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE MAXIMUM AMOUNT OF US$3,000,000 BY AND AMONG INTEGRATED ENERGY SOLUTIONS, INC., as Borrower, PATTEN ENERGY ENTERPRISES, INC., AP LUBES, INC., AND ATLANTIC-PACIFIC, LLC, as Joint and Several Guarantors, AND TCA GLOBAL CREDIT MASTER FUND, LP, as Lender Dated as of September 30, 2014 Effective as of November , 2014 SENIOR SECURED R

IENG / Integrated Energy Solutions, Inc. DEF 14C - - IENG DEF 14C 12/09/14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement INTEGRATED ENERGY SOLUTIONS, I

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2014 INTEGRATED ENERGY SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 333-155059 61-1604254 (State or other jurisdiction (Commission File Nu

EXHIBIT 3.1

EXHIBIT 3.1

ASSET PURCHASE AGREEMENT by and among ORBIT OIL, INC., as Seller INTEGRATED ENERGY SOLUTIONS, INC., as Parent AP LUBES, INC. as Buyer November 20, 2014 ASSET PURCHASE AGREEMENT

EXHIBIT 3.1 ASSET PURCHASE AGREEMENT by and among ORBIT OIL, INC., as Seller and INTEGRATED ENERGY SOLUTIONS, INC., as Parent and AP LUBES, INC. as Buyer November 20, 2014 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of November 20, 2014, by and among ORBIT OIL, INC., an Indiana corporation (“Seller”), AMERLITIHIUM CORP., a Nevada corporation (“Parent”), AP

SHARE EXCHANGE AGREEMENT by and among Integrated Energy Solutions, Inc. a Nevada corporation Patten Energy Enterprises, Inc., a California corporation Ezekiel Patten, Jr., the sole shareholder of Patten Energy Enterprises, Inc. Dated as of November 2

EXHIBIT 10.1 SHARE EXCHANGE AGREEMENT by and among Integrated Energy Solutions, Inc. a Nevada corporation Patten Energy Enterprises, Inc., a California corporation and Ezekiel Patten, Jr., the sole shareholder of Patten Energy Enterprises, Inc. Dated as of November 20, 2014 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (the “Agreement”) is entered into as of November 20, 2014 by and among

SHARE EXCHANGE AGREEMENT by and among Integrated Energy Solutions, Inc. a Nevada corporation; Atlantic-Pacific, LLC, an Indiana limited liability company Robert Rosinski, the sole member of Atlantic-Pacific, LLC Dated as of November 20, 2014

EXHIBIT 10.2 SHARE EXCHANGE AGREEMENT by and among Integrated Energy Solutions, Inc. a Nevada corporation; Atlantic-Pacific, LLC, an Indiana limited liability company and Robert Rosinski, the sole member of Atlantic-Pacific, LLC Dated as of November 20, 2014 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (the “Agreement”) is entered into as of November 20, 2014 by and among Integrated Ener

IENG / Integrated Energy Solutions, Inc. CORRESP - -

INTEGRATED ENERGY SOLUTIONS, INC. 480 FOREST AVENUE, SUITE 1 LOCUST VALLEY, NY 11560 November 25, 2014 VIA ELECTRONIC MAIL Brigette Lippmann Senior Counsel U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Integrated Energy Solutions, Inc. Preliminary Information Statement on Schedule 14C Filed October 10, 2014 IENG Response dated O

Quarterly Report - IENG 10-Q 09/30/14

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 30, 2014 or [ ] 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 INTEGRATED ENERGY S

IENG / Integrated Energy Solutions, Inc. NT 10-Q - - IENG NT 10-Q 09/30/14

NT 10-Q 1 iengnt10q093014apg.htm IENG NT 10-Q 09/30/14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-155059 CUSIP NUMBER (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10

EXHIBIT 16.1

EX-16.1 2 ex161apg.htm EXHIBIT 16.1 EXHIBIT 16.1

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2014 INTEGRATED ENERGY SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 333-155059 61-1604254 (State or other jurisdiction (Commission File Nu

IENG / Integrated Energy Solutions, Inc. CORRESP - -

INTEGRATED ENERGY SOLUTIONS, INC. 480 FOREST AVENUE, SUITE 1 LOCUST VALLEY, NY 11560 October 27, 2014 VIA ELECTRONIC MAIL Brigette Lippmann Senior Counsel U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Integrated Energy Solutions, Inc. Preliminary Information Statement on Schedule 14C Filed October 10, 2014 Dear Ms. Lippmann, By

IENG / Integrated Energy Solutions, Inc. PRE 14C - - IENG PRE14C 10/10/14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement INTEGRATED ENERGY SOLUTIONS, I

EXHIBIT 3.1

EXHIBIT 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2014 INTEGRATED ENERGY SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 333-155059 61-1604254 (State or other jurisdiction (Commission File

Quarterly Report - AMEL 10-Q 06/30/14

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: June 30, 2014 or [ ] 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. (Exac

EX-3.1

EX-3.1 2 ex31apg.htm EXHIBIT 3.1 EXHIBIT 3.1

IENG / Integrated Energy Solutions, Inc. NT 10-Q - - AMEL NT 10-Q 06/30/14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-155059 CUSIP NUMBER (Check one) : [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: Jun

IENG / Integrated Energy Solutions, Inc. DEF 14C - - AMEL DEF 14C 08/12/14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement AMERILITHIUM CORP. (Name of Re

IENG / Integrated Energy Solutions, Inc. PRE 14C - - AMEL PRE 14C 08/01/14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement AMERILITHIUM CORP. (Name of Re

Integrated Energy Solutions AMEL 10-Q 03/31/14 (Quarterly Report)

AMEL 10-Q/A 03/31/13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- AMEL NT 10-Q 03/31/14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-155059 CUSIP NUMBER (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: Marc

Integrated Energy Solutions AMEL 10-K 12/31/13 (Annual Report)

AMEL 10-K 12/31/13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- AMEL NT 10-K 12/31/13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-155059 CUSIP NUMBER (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: Dece

CONSULTING AGREEMENT

Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made as of this 27th day of January 2014 by and between Matthew Worrall, an individual with an address at Suite 231, Devonshire House, 49 Eldon Street, Sheffield, S1 4NR, United Kingdom (“Consultant”), and Amerilithium Corp., a Nevada corporation with an office at 871 Coronado Center Dr., Ste. 200, Henderson, NV 89052

Exhibit 99.1 January 27, 2014 To the Members of the Board of Amerilithium Corp Dear Ladies and Gentlemen of the Board: This letter shall serve as confirmation and evidence of my resignation, effective January 27, 2014, from my positions as Chief Exec

Exhibit 99.1 January 27, 2014 To the Members of the Board of Amerilithium Corp Dear Ladies and Gentlemen of the Board: This letter shall serve as confirmation and evidence of my resignation, effective January 27, 2014, from my positions as Chief Executive Officer, President, director and any and all other positions to which I have been previously or at any time appointed, regardless of whether I s

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - AMEL 8-K 01/28/14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2014 AMERILITHIUM CORP. (Exact name of registrant as specified in its charter) Nevada 333-155059 61-1604254 (State or other jurisdiction of incorporation) (Commission File

INTERIM CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

Exhibit 10.1 INTERIM CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) made as of January 27, 2014 (the “Effective Date”), by and between Amerilithium Corp., a Nevada corporation, with offices at 871 Coronado Center Dr., Suite 200, Henderson, NV 89052 (hereinafter called the “Company”), and Ernest B. Remo, with an address at PO Box 2568, Del Mar, CA

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review - AMEL 8-K 01/21/14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2014 AMERILITHIUM CORP. (Exact name of registrant as specified in its charter) Nevada 333-155059 61-1604254 (State or other jurisdiction of incorporation) (Commission File

- AMEL NT 10-Q 09/30/13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-155059 CUSIP NUMBER (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: Sept

Completion of Acquisition or Disposition of Assets - AMEL 8-K 09/09/13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2013 AMERILITHIUM CORP. (Exact name of registrant as specified in its charter) Nevada 333-155059 61-1604254 (State or other jurisdiction of incorporation) (Commission Fil

- AMEL S-8 08/22/13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERILITHIUM CORP. (Exact name of registrant as specified in its charter) Nevada 61-16014254 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 871 Coronado Center Dr., Suite 200 Henderson, NV 89052 (Address of pri

AMERILITHIUM CORP. 2013 INCENTIVE STOCK AND AWARD PLAN

EXHIBIT 4.1 AMERILITHIUM CORP. 2013 INCENTIVE STOCK AND AWARD PLAN 1. Purpose of the Plan. (a) This 2013 Incentive Stock and Award Plan (the “Plan”) is intended as an incentive to retain in the employ of and as directors, officers, consultants, attorneys, advisors and employees to Amerilithium Corp., a Nevada corporation (the “Company”), and any Subsidiary of the Company, within the meaning of Sec

- AMEL NT 10-Q 06/30/13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-155059 CUSIP NUMBER (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June

Material Modification to Rights of Security Holders, Financial Statements and Exhibits - AMEL 8-K 06/26/13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2013 AMERILITHIUM CORP. (Exact name of registrant as specified in its charter) Nevada 333-155059 61-1604254 (State or other jurisdiction of incorporation) (Commission File Nu

AMERILITHIUM CORP, a Nevada corporation CERTIFICATE OF DESIGNATIONS, RIGHTS AND PREFERENCES SERIES A PREFERRED STOCK

EX-4.1 2 ex41apg.htm EXHIBIT 4.1 EXHIBIT 4.1 AMERILITHIUM CORP, a Nevada corporation CERTIFICATE OF DESIGNATIONS, RIGHTS AND PREFERENCES OF SERIES A PREFERRED STOCK Amerilithium Corp., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the “Board”) o

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - AMEL 8-K 06/24/13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2013 AMERILITHIUM CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-155059 61-16014254 (State or other jurisdiction (Commission File Number) (IRS E

SECURITIES PURCHASE AGREEMENT

EX-10.1 3 ex101apg.htm EXHIBIT 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 18, 2013, by and among Amerilithium Corporation, a Nevada corporation, with headquarters located at 871 Coronado Center Drive, Suite 200, Henderson, Nevada 89052 (the “Company”), and CAREBOURN CAPITAL, L.P., a Delaware limited partnership, with its a

CONVERTIBLE PROMISSORY NOTE

EX-4.1 2 ex41apg.htm EXHIBIT 4.1 Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFEC

- AMEL NT 10-Q 03/31/13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-155059 CUSIP NUMBER (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: Marc

- AMEL 12B-25 10-K 12/31/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-155059 CUSIP NUMBER 03077G106 (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period E

Submission of Matters to a Vote of Security Holders - AMEL 8-K 01/28/13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2013 AMERILITHIUM CORP. (Exact name of registrant as specified in its charter) Nevada 333-155059 61-1604254 (State or other jurisdiction of incorporation) (Commission File

THOMAS J. HARRIS CERTIFIED PUBLIC ACCOUNTANT 3901 STONE WAY N., SUITE 202 SEATTLE, WA 98103

EX-16.1 2 ex161apg.htm EXHIBIT 16.1 EXHIBIT 16.1 THOMAS J. HARRIS CERTIFIED PUBLIC ACCOUNTANT 3901 STONE WAY N., SUITE 202 SEATTLE, WA 98103 206.547.6050 January 16, 2013 United States Securities and Exchange Commission Mail Stop 11-3 450 Fifth Street, N.W. Washington D.C. 20549 Re: AMERILITHIUM CORP. Dear Sirs/Madams: The undersigned Thomas J Harris CPA previously acted as independent accountants

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - AMEL 8-K 01/17/13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2013 AMERILITHIUM CORP. (Exact name of registrant as specified in its charter) Nevada 333-155059 61-1604254 (State or other jurisdiction of incorporation) (Commission File

- AMEL DEF14A 12/11/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) [X] Definitive Pr

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AMERILITHIUM CORP. 871 CORONADO CENTER DR., SUITE 200 HENDERSON, NV 89052 December 5, 2012 Via E-mail John Reynolds Assistant Director U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Amerilithium Corporation Revised Preliminary Proxy Statement on Schedule 14A Filed November 21, 2012 File No. 333-155059 Dear Mr. Reynolds: By letter

- AMEL PRER 14A/A2 12/05/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.2) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

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AMERILITHIUM CORP. 871 CORONADO CENTER DR., SUITE 200 HENDERSON, NV 89052 November 21, 2012 Via E-mail John Reynolds Assistant Director U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Amerilithium Corporation Preliminary Proxy Statement on Schedule 14A Filed October 22, 2012 File No. 333-155059 Dear Mr. Reynolds: By letter dated N

- AMEL PRE14A 11/21/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

- AMEL PRE 14A 10/22/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) [ ] Definitive Pr

AMERILITHIUM CORP. 19,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-179520 PROSPECTUS AMERILITHIUM CORP. 19,000,000 Shares of Common Stock This prospectus relates to the resale of up to 19,000,000 shares of our common stock, par value $0.001 per share (the “Shares”), by TCA, which are Shares that we will put to TCA by delivering an advance notice pursuant to the Equity Agreement. The Equity Agreement with TCA p

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AMERILITHIUM CORP. 871 CORONADO CENTER DR., SUITE 200 HENDERSON, NV 89052 TEL: (702) 583-7790 September 12, 2012 VIA EDGAR John Reynolds Assistant Director U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Amerilithium Corp. Registration Statement on Form S-1/A (the “Registration Statement”) Filed on August 24, 2012 File No. 333-179

- AMEL S-1A4 082412

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM S-1/A (Amendment No. 4) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERILITHIUM CORP. (Name of registrant as specified in its charter) Nevada 1040 61-16014254 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification

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AMERILITHIUM CORP. 871 CORONADO CENTER DR., SUITE 200 HENDERSON, NV 89052 August 24, 2012 John Reynolds Assistant Director U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Amerilithium Corp. Amendment No. 3 to Registration Statement on Form S-1 Filed August 7, 2012 File No. 333-179520 Dear Mr. Reynolds: By letter dated August 14,

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AMERILITHIUM CORP. 871 CORONADO CENTER DR., SUITE 200 HENDERSON, NV 89052 August 6, 2012 Via E-mail John Reynolds Assistant Director U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Amerilithium Corporation Amendment No. 3 to Registration Statement on Form S-1 Filed April 24, 2012 File No. 333-179520 Dear Mr. Reynolds: By letter da

- AMEL S-1A3 08/06/12

AMEL S-1A3 08/06/12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.

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AMERILITHIUM CORP. 871 CORONADO CENTER DR., SUITE 200 HENDERSON, NV 89052 August 2, 2012 Via E-mail John Reynolds Assistant Director U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Amerilithium Corporation Amendment No. 1 to Registration Statement on Form S-1 Filed April 24, 2012 File No. 333-179520 Dear Mr. Reynolds: By letter da

- AMEL S-1A2 08/02/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM S-1/A (Amendment No. 2 ) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERILITHIUM CORP. (Name of registrant as specified in its charter) Nevada 1040 61-16014254 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification

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AMERILITHIUM CORP. 871 CORONADO CENTER DR., SUITE 200 HENDERSON, NV 89052 July 30, 2012 Via E-mail Joanna Lam Staff Accountant U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Amerilithium Corporation Form 8-K Filed May 21, 2012 Amendment No. 1 to Form 8-K filed May 21, 2012 Filed July 13, 2012 Amendment No. 1 to Form 10-K for Fisc

THOMAS J. HARRIS CERTIFIED PUBLIC ACCOUNTANT 3901 STONE WAY N., SUITE 202 SEATTLE, WA 98103

EX-99.1 2 ex991apg.htm EXHIBIT 99.1 EXHIBIT 99.1 THOMAS J. HARRIS CERTIFIED PUBLIC ACCOUNTANT 3901 STONE WAY N., SUITE 202 SEATTLE, WA 98103 206.547.6050 July 13, 2012 United States Securities and Exchange Commission Mail Stop 11-3 450 Fifth Street, N.W. Washington D.C. 20549 Re: Amerilithium Corp. Form 8-K/A Dear Sirs/Madams: I, Thomas J. Harris, am the auditor for Amerilithium Corp, a Nevada cor

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AMERILITHIUM CORP. 871 CORONADO CENTER DR., SUITE 200 HENDERSON, NV 89052 July 13, 2012 Tia L. Jenkins Senior Assistant Chief Accountant U.S. Securities & Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Amerilithium Corp. Form 8-K Filed May 21, 2012 File No. 333-155059 Dear Ms. Jenkins: By letter dated May 29, 2012, the staff (the “Staff,” “you” or “

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review - AMEL 8-K/A 07/13/12

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)

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review - AMEL 8-K 05/21/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 21, 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 Num

- AMEL NT 10-Q 03/31/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-155059 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11

- AMEL S-1/A 04/24/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERILITHIUM CORP. (Name of registrant as specified in its charter) Nevada 1040 61-16014254 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification

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AMERILITHIUM CORP. 871 CORONADO CENTER DR., SUITE 200 HENDERSON, NV 89052 April 24, 2012 John Reynolds Assistant Director U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Amerilithium Corp. Registration Statement on Form S-1 Filed February 14, 2012 File No. 333-179520 Mr. Reynolds: By letter dated March 12, 2012, the staff (the “St

- AMEL NT 10-K 12/31/11

NT 10-K 1 amel12b2510k123111apg.htm AMEL NT 10-K 12/31/11 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: April 30, 2012 Washington, D.C. 20549 Estimated average burden Hours per response 2.50 FORM 12b-25 SEC FILE NUMBER 333-155059 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D

- FORM 8-K/A

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

EX-10

EX-10 2 geoxploragreementamendmentm.htm EXHIBIT 10

COMMITTED EQUITY FACILITY AGREEMENT

EXHBIIT 10.9 COMMITTED EQUITY FACILITY AGREEMENT This Committed Equity Facility Agreement (the “Agreement”) is dated as of the 30th day of January, 2012 the (“Effective Date”) by and between TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Investor”) and AMERILITHIUM CORP., a Nevada corporation (the “Company”). RECITALS WHEREAS, the parties desire that, upon the terms

Registration Statement - AMEL S-1 02/14/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERILITHIUM CORP. (Name of registrant as specified in its charter) Nevada 1040 61-16014254 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 871 Coronado Ce

REGISTRATION RIGHTS AGREEMENT

EXHIBIT 10.10 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of January, 2012 by and between AMERILITHIUM CORP., a Nevada corporation (the “Company”) and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Investor”). WHEREAS, in connection with the Committed Equity Facility Agreement by and b

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - AMEL 8-K 02/03/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 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

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities - AMEL 8-K 02/03/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 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