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Amerilithium Corp. Form 8-K: Current report

Amerilithium Corp. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2015-10-07: Form 8-K/A; Period of report 2014-11-14; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
  • 2015-09-09: Form 8-K; Period of report 2015-09-08; Description 8.01 Other Events; Details 8.01.
  • 2015-03-17: Form 8-K; Period of report 2015-03-04; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
  • 2015-01-05: Form 8-K; Period of report 2014-12-31; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
FiledFormPeriod of reportDescriptionDetailsDocument
2015-10-078-K/A2014-11-144.01 Changes in Registrant's Certifying Accountant4.01 As indicated on the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on November 14, 2014, on November 10, 2014, the board of directors (the “Board”) of Integrated Energy Solutions, Inc. (the “Company”) dismissed De Joya Griffith, LLC (“De Joya”), as the Company’s independent registered public accounting firm and the Board approved the engagement of Rosenberg Rich Baker Berman & Company (“RRBB”) as the Company’s new independent registered public accounting firm.ieng8ka_100715apg.htm
2015-09-098-K2015-09-088.01 Other Events8.01 Effective September 8, 2015, Integrated Energy Solutions, Inc. (the “Company”) has relocated its principal executive offices to 14753 Greenwood Rd, Dolton, IL 60419.ieng8k_090915apg.htm
2015-03-178-K2015-03-041.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 above is hereby incorporated by reference.ieng8k_031715apg.htm
2015-01-058-K2014-12-315.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On October 10, 2014, the Board of Directors of Integrated Energy Solutions, Inc. (the “Company”) and the sole holder of Series A Preferred Stock of the Company, effectively constituting approximately 51% of the vote of all outstanding shares of the Company, by unanimous written consent, voted in favor of increasing the aggregate number of shares of common stock, par value of $0.001 per share, authorized to be issued by the Company from two billion (2,000,000,000) to four billion (4,000,000,000) (the “Authorized Share Increase”).ieng8k_010515apg.htm
2014-12-168-K2014-12-101.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 above is hereby incorporated by reference.ieng8k_121614apg.htm
2014-11-268-K2014-11-201.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.03 Material Modification to Rights of Security Holders1.01 On November 20, 2014, Integrated Energy Solutions, Inc. (“Integrated Energy” or the “Company”) entered into a Share Exchange Agreement (the “Patten Share Exchange”) by and among the Company, Patten Energy Enterprises, Inc., a California corporation (“Patten Energy”), and Ezekial Patten, Jr. (the “Patten Shareholder”), pursuant to which the Company acquired all of the outstanding shares of Patten Energy (the “Patten Shares”) from the Patten Shareholder in exchange for the right to receive 950,000 shares of Series B Convertible Preferred Stock (as defined in Section 3.03 below) of the Company upon the terms and subject to the conditions set forth in the Patten Share Exchange.
2.01 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
3.03 On November 20, 2014, Integrated Energy filed a certificate of designations, preferences and rights (the “Certificate of Designation”) with the Secretary of State of the State of Nevada pursuant to which the Corporation set forth the designation, powers, rights, privileges, preferences and restrictions of the Company’s Series B Convertible Preferred Stock (the “Series B Convertible Preferred Stock”).
ieng8k_112614apg.htm
2014-11-148-K2014-11-104.01 Changes in Registrant's Certifying Accountant4.01 On November 10, 2014, the board of directors (the “Board”) of Integrated Energy Solutions, Inc. (the “Company”) dismissed De Joya Griffith, LLC (“De Joya”), as the Company’s independent registered public accounting firm.ieng8k_111414apg.htm
2014-10-018-K2014-09-265.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events5.03 is hereby incorporated by reference.ieng8k_100114apg.htm
2014-04-108-K2014-04-075.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On April 7, 2014, the Company filed an amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada increasing the Company’s authorized common stock, par value $0.001 (the “Common Stock”) from five hundred million (500,000,000) shares to one billion (1,000,000,000) shares of Common Stock.amel8k_041014apg.htm
2014-01-288-K2014-01-271.01 Entry into a Material Definitive Agreement; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 is incorporated herein by reference.amel8k_012814apg.htm
2014-01-218-K2014-01-134.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review4.02 Subsequent to the original filing of Amerilithium Corp’s (the “Company”) Form 10-Q for the period ending September 30, 2013, the Company brought to the attention of its independent registered public accounting firm a potential misstatement in the Company’s financial statements contained in its quarterly reports for the third quarter of 2013.amel8k_012114apg.htm
2013-09-098-K2013-09-032.01 Completion of Acquisition or Disposition of Assets2.01 On September 3, 2013, Amerilithium Corp. (the “Company”), relinquished approximately 12,130 acres of its mining claims in Nevada (the “Disposition”) due to failure to meet certain work commitment expenditure and maintenance requirements.amel8k_090913apg.htm
2013-06-268-K2013-06-243.03 Material Modification to Rights of Security Holders3.03 On June 24, 2013, Amerilithium Corp. (the “Corporation”) filed a certificate of designations, rights and preferences (the “Certificate of Designation”) with the Secretary of State of the State of Nevada pursuant to which the Corporation set forth the designation, powers, rights, privileges, preferences and restrictions of the Series A Preferred Stock.amel8k_062613apg.htm
2013-06-248-K2013-06-181.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 On June 18, 2013 (the “Closing Date”), Amerilithium Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with CareBourn Capital, L.P. (the “Investor”), whereby the Company issued and sold, and the Investor purchased an unsecured Convertible Promissory Note of the Company (the “Company Note”) in the principal amount of $50,000 (the “Maturity Amount”).
2.03 The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.
3.02 Reference is made to the description set forth under Item 1.01 above with respect to the Company Note, which is incorporated into this Item 3.02 by reference.
amel8k_062413apg.htm
2013-01-288-K2013-01-215.07 Submission of Matters to a Vote of Security Holders5.07 On January 21, 2013, Amerilithium Corp. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) for the purposes of (i) amending the Articles of Incorporation to increase the authorized shares of common stock of the Company, par value $0.001 from 150,000,000 to 500,000,000 (the “Authorized Share Increase”), (ii) amending the Articles of Incorporation to authorize up to 10,000,000 shares, par value $0.001 per share, of “blank-check” preferred stock of the Company (the “Blank-Check Preferred Stock”) and (iii) to ratify the appointment of De Joya Griffith, beginning on January 1, 2013, as our independent registered public accounting firm for the fiscal year ending December 31, 2012 (the “Auditor Ratification”).amel8k_012813apg.htm
2013-01-178-K2013-01-074.01 Changes in Registrant's Certifying Accountant4.01 On January 7, 2013, the board of directors of Amerilithium Corp. (the “Company”) dismissed Thomas J. Harris, Certified Public Accountant (“Harris”), as the Company’s independent registered public accounting firm.amel8k_011713apg.htm
2012-07-138-K/A2012-05-184.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review4.02 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.amel8ka_071312apg.htm
2012-05-218-K2012-05-214.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review4.02 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.amel8k_052112apg.htm
2012-03-298-K/A2012-03-121.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On March 12, 2010, the registrant and GeoXplor Corporation, a Nevada corporation entered into an asset purchase agreement.
3.02 On March 21, 2012, the registrant issued 225,000 common shares to GeoXplor Corporation under Addendum 1 to the Asset Purchase Agreement.
amerilithium8k031210am1.htm
2012-02-038-K2012-01-301.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
3.02 In addition, the Company is relying on an exemption from the registration requirements of the Securities Act of 1933, as amended, for the private placement of our securities under the Equity Agreement pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder.
amel8k_020312apg.htm
2012-02-038-K2012-01-301.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.03 On January 30, 2012, the Company issued the Convertible Note in favor of TCA.
3.02 In addition, the Company is relying on an exemption from the registration requirements of the Securities Act of 1933, as amended, for the private placement of our securities underlying the Convertible Note pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder.
amel8k2_020312apg.htm
2011-12-198-K/A2011-09-308.01 Other Events8.01 On September 30, 2011, the registrant entered into an agreement with 1830012 Ontario Ltd. O/A Circadian Group for investor relations services for a twelve (12) month period.amerilithium8ka2121911.htm
2011-11-288-K/A2011-09-308.01 Other Events8.01 On September 30, 2011, the registrant entered into an agreement with 1830012 Ontario Ltd. O/A Circadian Group for investor relations services for a twelve (12) month period.amerilithium8ka112811.htm
2011-11-038-K2011-10-268.01 Other Events8.01 On October 26, 2011, the registrant entered into a geophysical services agreement with Zonge International, Inc. relating to the registrant’s Clayton Deep project.amerilithium8k11311.htm
2011-10-058-K2011-09-308.01 Other Events8.01 On September 30, 2011, the registrant entered into an agreement with 1830012 Ontario Ltd. O/A Circadian Group for investor relations services for a twelve (12) month period.amerilithium8k93011.htm
2011-09-278-K2011-09-278.01 Other Eventsamerilithium8k092311.txt
2011-07-298-K2011-07-221.01 Entry into a Material Definitive Agreementamerilithium8k072211.txt
2011-07-188-K/A2011-06-291.01 Entry into a Material Definitive Agreementamerilithium8k062911am1.txt
2011-07-068-K2011-06-291.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosureamerilithium8k062911.txt
2011-03-118-K2011-03-073.02 Unregistered Sales of Equity Securitiesamerilithium8k030711.txt
2011-02-258-K2011-02-178.01 Other Eventsamerilithium8k021711.txt
2010-12-148-K2010-11-158.01 Other Eventsamerilithium8k111510.txt
2010-11-128-K2010-11-028.01 Other Eventsamerilithium8k110210.txt
2010-10-148-K2010-10-083.02 Unregistered Sales of Equity Securities; 8.01 Other Eventsamerilithium8k100810.txt
2010-10-068-K2010-09-293.02 Unregistered Sales of Equity Securities; 8.01 Other Eventsamerilithium8k092910.txt
2010-08-038-K2010-07-273.02 Unregistered Sales of Equity Securitiesamerilithium8k072710.txt
2010-07-028-K2010-06-301.01 Entry into a Material Definitive Agreementamerilithium8k063010.txt
2010-07-028-K2010-06-178.01 Other Eventsamerilithium8k061710.txt
2010-06-148-K2010-05-103.02 Unregistered Sales of Equity Securities; 8.01 Other Eventsamerilithium8k060210.txt
2010-05-178-K2010-05-103.02 Unregistered Sales of Equity Securitiesamerilithium8k051010.txt
2010-04-308-K2010-04-261.01 Entry into a Material Definitive Agreementamerilithium8k042610.txt
2010-04-278-K2010-04-223.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersamerilithium8k042210.txt
2010-04-228-K2010-03-011.01 Entry into a Material Definitive Agreementamerilithium8k032810.txt
2010-04-218-K2010-03-018.01 Other Eventsamerilithium8k041610.txt
2010-03-268-K2010-03-011.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securitiesamerilithium8k032210.txt
2010-03-178-K2010-03-121.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assetsamerilithium8k031210item1-01.txt
2010-03-168-K2010-03-025.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersamerilithium8k031210.txt
2010-03-128-K2010-02-165.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holdersamerilithium8k021610.txt
2010-03-098-K2010-03-011.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securitiesamerilithium8k030110.txt