10-Q 1 mkhdq3form10qwithoutfsclearv.htm FORM 10-Q Mount Knowledge Holdings, Inc. (Form: 10-Q, Received: 11/21/2011 17:26:38)


UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2012

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

For the transition period from __________ to __________

MOUNT KNOWLEDGE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


 

 

 

Nevada

 000-52664

98-0534436

(State or other jurisdiction of incorporation or

Commission File Number

(I.R.S. Employer Identification No.)

organization)

 

 


228 Park Avenue S #56101, New York, NY   10003-1502

(Address of principal executive offices)     (Zip code)



(917) 289-0944

(Registrant’s telephone number, including area code)



29445 Beck Rd., Suite A-106, Wixom, Michigan 48393

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]        No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X]       No [   ]




1


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


 

 

Large accelerated filer [   ]

Accelerated filer [   ]

Non-accelerated filer [   ] (Do not check if a smaller reporting company)

Smaller reporting company [X]

 

 


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ]           No [ X ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock. As of October 2, 2013 there were 199,996,251 shares, par value $.0001, of common stock.






2


MOUNT KNOWLEDGE HOLDINGS, INC.

FORM 10-Q

September 30, 2012

INDEX


PART I-- FINANCIAL INFORMATION


 

 

 

Item 1.

Financial Statements

5

Item 2.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

21

Item 3

Quantitative and Qualitative Disclosures About Market Risk

27

Item 4.

Controls and Procedures

28


PART II-- OTHER INFORMATION


 

 

 

Item 1

Legal Proceedings

29

Item 1A

Risk Factors

29

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

29

Item 3.

Defaults Upon Senior Securities

29

Item 4.

Removed and Reserved

29

Item 5.

Other Information

29

Item 6.

Exhibits

30

 

 

 

 

SIGNATURES

     32







3




CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements.” Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.


We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.


These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.


Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.





4



PART I- FINANCIAL INFORMATION


Item 1. Financial Statements


MOUNT KNOWLEDGE HOLDINGS, INC.

(A Development Stage Company)


CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER 30, 2012 AND DECEMBER 31, 2011


(Stated in US dollars)


















5



MOUNT KNOWLEDGE HOLDINGS, INC.

(A Development Stage Company)

Condensed Consolidated Balance Sheets

(Stated in US dollars)

 

September 30, 2012

(Unaudited)

December 31, 2011

Assets

 

 

 

Current Assets

 

 

 

  Cash

$

253 

$

63454 

 

  Prepaid expenses and other assets

10,000 

10,000 

 

 Assets held for sale

142,083 

 

         Total Current Assets

10,253 

215,537 

 

Investment in non-consolidated subsidiary

490 

 

Total Assets

$

10,253 

$

216,027 

 

 

 

 

 

Liabilities And Stockholders' Deficit

 

 

 

Current Liabilities

 

 

 

   Accounts payable and accrued liabilities

$

191,865 

$

116,715 

 

Liabilities for assumption

280,525 

 

   Other payables

51,960 

 

   Due to related parties

176,900 

177,900 

 

   Notes payable

550,000 

600,000 

 

       Total Current Liabilities

918,765 

1,227,100 

 

    Total Liabilities

918,765 

1,227,100 

 

 

 

 

 

Stockholders' Deficit

 

 

 

Preferred stock, $0.0001 par value, 100,000,000 shares authorized, 50,000,000 shares, designated as Series A convertible preferred stock, $0.0001 par value, 8,888,888 issued and outstanding at September 30, 2012 and December 31, 2011

889 

889 

 

Common stock, $0.0001 par value, 200,000,000 shares authorized, 190,695,096 and 110,978,650 issued and outstanding at September 30, 2012 and December 31, 2011

19,070 

11,098 

 

Additional paid-in capital

6,320,590 

5,318,114 

 

Accumulated other comprehensive loss

(20,818)

(18,621)

 

Deficit, prior to development stage

(7,096,998)

(7,087,688)

 

Deficit, since commencement of development stage

(131,245)

 

Total Stockholders’ Deficit for Mount Knowledge Holdings, Inc.

(908,512)

(1,776,208)

 

Non-controlling interest

765,135 

 

         Total Stockholders' Deficit

(908,512)

(1,011,073)

 

Total Liabilities And Stockholders' Deficit

$

10,253 

$

216,027 

 

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



6



MOUNT KNOWLEDGE HOLDINGS, INC.

(A Development Stage Company)

Condensed Consolidated Statements Of Operations And Other Comprehensive Loss

(Stated in US dollars)

(Unaudited)

 

Three Months Ended

September 30

Nine Months Ended

September 30

For The Development Stage Period, From April 1, 2012 To September 30

 

2012

2011

2012

2011

2012

Sales revenue

$

$

$

$

$

Cost of goods sold

Gross profit

Operating expenses

 

 

 

 

 

General and administrative expenses

97,635 

479,597 

260,434 

1,401,111 

97,928 

Total operating expenses

97,635 

479,597 

260,434 

1,401,111 

97,928 

 

 

 

 

 

 

Loss from operations

(97,635)

(479,597)

(260,434)

(1,401,111)

(97,928)

Other income

1,000 

Interest expense

(22,595)

(86,100)

(45,950)

Gain on debt extinguishment

12,633 

12,633 

 

 

 

 

 

 

Net loss from continuing operations

(120,230)

(479,597)

(332,091)

(1,401,111)

(131,245)

 

 

 

 

 

 

Discontinued operations

 

 

 

 

 

Income (loss) from discontinued operations

(620,049)

5,096 

(1,162,475)

Gain on disposal of subsidiary

184,246 

 

 

 

 

 

 

Net Loss

(120,230)

(1,099,646)

(143,559)

(2,563,586)

(131,245)

 

 

 

 

 

 

Net loss attributable to non-controlling interest

(14,248)

(3,004)

(400,712)

Net Loss Attributable to Common Shareholders

$

(120,230)

$

(1,085,398)

$

(140,555)

$

(2,162,874)

$

(131,245)

Comprehensive Loss

 

 

 

 

 

 

 

 

 

 

 

Net Loss

(120,230)

(1,099,646)

(143,559)

(2,563,586)

(131,245)

Foreign currency translation adjustments

(2,197)

256 

(2,197)

(6,547)

(2,197)

Comprehensive Loss

(122,427)

(1,099,390)

(145,756)

(2,570,133)

(133,442)

Comprehensive loss attributable to non-controlling interest

(14,248)

(3,004)

(400,712)

 

 

 

 

 

 

Comprehensive Loss Attributable To Common Shareholders

$

(122,427)

$

(1,085,142)

$

(142,752)

$

(2,169,421)

($133,442)

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding- Basic and Diluted

189,472,270 

106,310,633 

144,059,731 

99,881,337 

 

Net Loss from Continuing Operations Per Common Share - Basic and Diluted

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.01)

 

Net Loss from Discontinuing Operations Per Common Share - Basic and Diluted

$

(0.00)

$

(0.01)

$

0.00 

$

(0.01)

 

Net Loss Per Common Share - Basic and Diluted

$

(0.00)

$

(0.01)

$

(0.00)

$

(0.02)

 



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




7



MOUNT KNOWLEDGE HOLDINGS, INC.
(A Development Stage Company)

Condensed Consolidated Statements Of Cash Flows

(Stated in US dollars)

(Unaudited)

 

 

Nine Months Ended September 30

 

 

For The Development Stage Period, From

April 1, 2012 To September 30

 

 

2012

 

 

2011

 

 

2012

Operating Activities:

 

 

 

 

 

 

 

 

Net loss attributable to common shareholders

 

$

(140,555)

 

 

$

(2,162,874)

 

 

$

(131,245)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

  Net loss attributable to non-controlling interest in subsidiary

 

(3,004)

 

 

(400,712)

 

 

  Depreciation expense

 

 

 

12,311 

 

 

   Shares issued for consulting service provided

 

 

 

179,276 

 

 

   Share-based compensation

 

 

 

71,803 

 

 

  Warrants expense

 

 

 

60,493 

 

 

  Loss on goodwill impairment

 

 

 

375,292 

 

 

  Gain on debt extinguishment

 

(12,633)

 

 

 

 

(12,633)

  Gain on disposal of subsidiary

 

(184,246)

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

         Accounts receivable

 

 

 

16,846 

 

 

         Unbilled revenue

 

 

 

(11,448)

 

 

         Other receivables

 

 

 

(20,093)

 

 

     Changes in assets held for sale

 

46,294 

 

 

 

 

         Prepaid expenses and other assets

 

 

 

5,710 

 

 

         Accounts payable and accrued liabilities

 

86,100 

 

 

275,070 

 

 

45,950 

         Deferred revenue

 

 

 

18,510 

 

 

         Taxes payable

 

 

 

(25,381)

 

 

         Other payable

 

(51,960)

 

 

7,641 

 

 

         Wages payable

 

 

 

126,136 

 

 

         Due to/from related party

 

(1,000)

 

 

154,866 

 

 

Net cash used in operating activities

 

(261,004)

 

 

(1,316,554)

 

 

(97,928)

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

Purchase of equipment

 

 

 

(7,552)

 

 

Advance/loans to related party

 

 

 

37,515 

 

 

Net cash provided by investing activities

 

 

 

29,963 

 

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

Proceeds from related parties

 

 

 

239,010 

 

 

Proceeds from note payable

 

100,000 

 

 

314,259 

 

 

Repayment to note payable

 

 

 

(31,128)

 

 

Proceeds from share issuances

 

100,000 

 

 

 

 

100,000 

Proceeds from share issuances to non-controlling interests

 

 

 

552,165 

 

 

Net cash provided by financing activities

 

200,000 

 

 

1,074,306 

 

 

100,000 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

(2,197)

 

 

(4,029)

 

 

(2,197)

 

 

 

 

 

 

 

 

 

Net Decrease in Cash

 

(63,201)

 

 

(216,314)

 

 

(125)

 

 

 

 

 

 

 

 

 

Cash, at beginning of period

 

63,454 

 

 

288,872 

 

 

378 

 

 

 

 

 

 

 

 

 

Cash, at end of period

 

$

253 

 

 

$

72,558 

 

 

$

253 

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

 

 

 

   Interest expense paid

 

$

 

 

$

420 

 

 

$

   Income taxes paid

 

$

 

 

$

48,390 

 

 

$

Non-Cash Investing and Financing Activities

 

 

 

 

 

 

 

 

Conversion of note payable to equity

 

$

 

 

$

719,354 

 

 

$

  Common stock issued in exchange for shares of Mount Knowledge USA Inc.

 

$

(446,953)

 

 

$

 

 

$

(446,953)

  Warrants issued in exchange for shares of Mount Knowledge USA Inc.

 

$

446,953 

 

 

$

 

 

$

446,953 



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



8



MOUNT KNOWLEDGE HOLDINGS, INC.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

September 30, 2012

(Unaudited)



Note 1 - Business, Basis of Presentation and Significant Accounting Policies


Organization


Mount Knowledge Holdings, Inc. (MKHD”, or the Company”, or Successor Company) was incorporated as Auror Capital Corp. under the laws of the State of Nevada on March 16, 2006. On January 25, 2010, the Company filed an amendment and restatement to the Articles of Incorporation of the Company with the State of Nevada, which were approved by the Board of Directors on October 20, 2009 by written consent in lieu of a special meeting in accordance with the Nevada corporation law, changing its name to Mount Knowledge Holdings, Inc. and increasing the number of authorized common and preferred shares.


On October 24, 2011, MKA sold 100% ownership interest of Language Key Asia Ltd., Hong Kong (“LKA”) and all of its subsidiaries, except for LKTR. Prior to the sale on October 24, 2011, the corporate structure of LKA consisted of the following:


(a)

100% ownership interest of Mount Knowledge Asia Ltd., Hong Kong (“MKA”);


(i)

100% ownership interest of LKA;


(1)

100% ownership interest of Language Key Corporate Training Solutions Ltd., Hong Kong (“LKCTS”);


(a)

100% ownership interest of LKTR; and


(b)

100% ownership interest of Language Key China Ltd., China WOFE (“LKCH”)


(2)

100% ownership interest of LKPUB.


(b) 66.47% ownership interest of MTK USA


(c) 49.00% ownership interest of MTK TECH


On December 30, 2011, the Company disposed its 49.00% ownership interest in Mount Knowledge Technologies Inc., a Canadian corporation (“MTK TECH”), pursuant to a Separation and Settlement Agreement dated December 30, 2011 between the Company and Ucandu Learning Centres Inc. and Mr. Erwin Sniedzins, the Company’s former Chairman.


At December 31, 2011, the corporate structure of the Company, after the sale and disposition of certain operating subsidiaries during the fourth quarter of fiscal year 2011, consisted of the following:


(a)

100% ownership interest of Mount Knowledge Asia Ltd., Hong Kong (“MKA”); and its 100% ownership interest of The Language Key Training Ltd., Hong Kong (“LKTR”).


(b)

60.62% ownership interest of MTK USA.


In February 2012, the Company sold Language Key Training Ltd., its Hong Kong subsidiary (“LKTR”) for a nominal cash consideration to Software Sans Frontiere SA, a Belize corporation, for consideration representing the assumption of all of the liabilities of LKTR. The trademark and associated course training materials were returned to the original seller whose obligation was settled by the payment of $15,000 prior to disposition.


On February 24, 2012, MKA sold 100% ownership interest of LKTR. After the LKTR sale, the corporate structure of the Company consisted of the following:


(a)

100% ownership interest of MKA;


(b)

66.47% ownership interest of MTK USA


Beginning April 1, 2012, the Company became classified as a development stage company.


As of September 30, 2012, the corporate structure of the Company consisted of 100% ownership interest of both MKA and MTK USA.



9



Basis of Presentation


These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) for interim financial statements and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature and considered necessary for a fair presentation of its financial condition and results of operations for the interim periods presented in this Quarterly Report on Form 10-Q have been included. Operating results for the interim periods are not necessarily indicative of the financial results for the full year ending December 31, 2012. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K/A for the year ended December 31, 2011.


The accompanying interim condensed consolidated financial statements have been prepared in accordance with U.S, generally accepted accounting principles (US GAAP). The Companys functional currency is US dollar. The LK Groups functional currencies are the Chinese Renminbi (RMB¥) and Hong Kong dollar (HKD$); however the accompanying condensed consolidated financial statements have been translated and presented in United States Dollars (USD$).


Consolidation


The accompanying interim condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in preparing the accompanying condensed consolidated financial statements.


Development Stage Activities


The Company complies with Financial Accounting Standards Codification (“ASC’) 915 and Securities and Exchange Commission Act Guide 7 for its characterization of the company as a development stage enterprise.


Use of Estimates


In preparing these condensed consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.


Assets Held for Sale


The Company considers assets to be assets held for sale when all of the following criteria are met:


·

management commits to a plan to sell the assets;


·

it is unlikely that the disposal plan will be significantly modified or discontinued;


·

the assets are available for immediate sale in their present condition;


·

actions required to complete the sale of the property have been initiated;


·

sale of the property is probable and the completed sale is expected to occur within one year; and


·

the assets are actively being marketed for sale at a price that is reasonable given its current market value.


Upon designation as an asset held for sale, the Company records the carrying value of each disposal group at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and we cease depreciation.


Financial Instruments and Concentration of Risk


The fair value of financial instruments, which consist of cash, accounts payable and accrued liabilities and loans payable, were estimated to approximate their carrying values due to the immediate or relatively short maturity of these instruments. Unless otherwise noted, it is management’s opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments.


Basic and Diluted Loss per Share


In accordance with the Accounting Standards Codification (ASC) subtopic 260-10 (formerly SFAS No. 128 “Earnings Per Share”), the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At September 30, 2012 and December 31, 2011, the Company had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.



10



Foreign Currency Translation


Mount Knowledge Holdings, Inc.’s functional currency is the U.S. dollar.


While Language Key Asia Ltd. presents its consolidated financial results and accompanying notes in U.S. dollar terms, its functional currency for its operations in The People’s Republic of China (“PRC”) is the Chinese Renminbi, and its functional currency for its operations in Hong Kong is the Hong Kong dollar.


Transactions in Renminbi and Hong Kong dollars are translated into U.S. dollars as follows:


i)

 monetary items at the exchange rate prevailing at the balance sheet date;


ii)

non-monetary items at the historical exchange rate;


iii)

revenue and expense at the average rate in effect during the applicable accounting period.


Translation adjustments resulting from this process are recorded in Stockholders’ Equity as a component of Accumulated Other Comprehensive Income (Loss). Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are recorded in the Statement of Operations.


Investment in Unconsolidated Subsidiary


The Company has investments in a certain subsidiary of which the Company does not have control and therefore does not require consolidation. The investment is accounted for under the equity method.


Comprehensive Income


The Company had adopted ASC220, Reporting Comprehensive Income, which establishes standards for reporting and displaying comprehensive income, its components, and accumulated balances in a full-set of general-purpose financial statements. The Company’s accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments.


Share-based Payments


The Company accounts for share-based payments in accordance with the authoritative guidance issued by the FASB on stock compensation, which establishes the accounting for transactions in which an entity exchanges its equity instruments for goods or services. Under the provisions of the authoritative guidance, share-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period). The Company estimates the fair value of share-based payments using the Black-Scholes option-pricing model. Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value.


Revenue Recognition


The Company and its subsidiaries recognize revenues from training sales equally over the duration of training contracts. Revenues recognized for training courses that commence prior to an invoice being issued are classified on the Company’s balance sheet as unbilled revenues.


Related Parties


A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.



11



Recently Issued Accounting Pronouncements


-

Adopted


Effective January 2012, the Company adopted ASU No. 2011-05, “Presentation of Comprehensive Income (ASU 2011-05)”. ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12).” ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements and related disclosures.


-

Not Adopted


In December 2011, the FASB issued ASU No. 2011-11: Balance Sheet (topic 210): Disclosures about Offsetting Assets and Liabilities, which requires new disclosure requirements mandating that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. This ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Entities should provide the disclosures required retrospectively for all comparative periods presented. We are currently evaluating the impact of adopting ASU 2011-11 on the consolidated financial statements and related disclosures.


In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02)”. This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (“AOCI”). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any, the adoption of ASU 2013-02 will have on its consolidated financial statements and related disclosures.


In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Top 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The objective of ASU No. 2013-11 is to provide guidance on the financial statement presentation of an unrecognized tax benefit when a net loss carryforward, similar tax loss, or tax credit carryforward exists. The amendments in this standard is effective for all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists for fiscal years, and interim periods beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-11 will have on our consolidated financial statements.  


Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.


Note 2 - Going Concern


The accompanying interim condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company incurred net loss of $143,559 for the nine months ended September 30, 2012. In addition, the Company had a working capital deficit of $908,512 and accumulated deficit of $7,228,243 as of September 30, 2012. These conditions raise substantial doubt as to the Companys ability to continue as a going concern.


The ability of the Company to continue as a going concern is dependent upon its ability to obtain financing and become successful in marketing products under the license agreement described above. Management has plans to seek additional capital through debt, and private and public offerings of its common stock. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.



12



Note 3 - Investments in Unconsolidated Subsidiary


On December 16, 2010, the Company acquired 49% of the ownership interest in Mount Knowledge Technologies Inc. (formerly known as 1827281 Ontario Inc.) formed on June 16, 2010 as a technology development company to oversee new technological advancements of the Company’s Intellectual Property acquired on December 29, 2010. Ucandu Learning Centres Inc (“Ucandu”), a company owned by Erwin Sniedzins, the Company’s chairman and director, owns the remaining 51% of Mount Knowledge Technologies Inc. The ownership structure of Mount Knowledge Technologies Inc. enables it to seek small business development incentive programs and other private and public research initiatives available in Canada. The investment in Mount Knowledge Technologies Inc. is recorded by the Company using the equity method of accounting.


Subsequently, on December 28, 2010, the Company entered into a five-year Option Agreement with Ucandu to purchase the remaining 510,000 shares of common stock of MTK Tech (51%) for an exercise price of 100,000 shares of the Company’s common stock, at the Company’s discretion. As of April 15, 2011, the Company had not exercised the Option with Ucandu.


Note 4 Notes Payable


(a) During the second half of the year ended December 31, 2011, the Company entered into one securities purchase agreement (the “Securities Purchase Agreement”) with one party, and seven separate joinder agreements adjoining each other party to the original Securities Purchase Agreement (collectively, referred to as the “Lenders”), pursuant to which the Company issued a total of eight separate promissory notes in principal amounts totaling $450,000. The notes mature one year from the closing date and accrue interest at a rate of 15% per annum on the unpaid and unconverted principal amount and such interest is payable on the maturity date. Amounts outstanding under the notes are convertible, in whole or in part, into shares of the Companys common stock at the option of the holder thereof at any time and from time to time, at a conversion price of $0.15 per share.  Subject to certain exceptions, payments due under the notes rank senior to all other indebtedness of the Company and its subsidiaries.


Under the terms of the purchase agreement, the holder of the notes is entitled to certain piggy back registration rights if at any time after the closing date the Company proposes to file a registration statement under the Securities Act of 1933, as amended (the Securities Act), with respect to an offering of its equity securities or securities or other obligations exercisable, exchangeable for, or convertible into its equity securities.


Promissory Notes


(a)

On January 11, 2012, the Company entered into a joinder agreement to the original Securities Purchase Agreement executed on September 14, 2011, pursuant to which the Company issued to Vukota Capital Management Inc., an Ontario, Canada company (the “Lender”), a promissory note in the principal amount of $100,000. The note matures one year from the closing date.

(b)

During 2010, the Company received loans totaling $869,354 from third parties. On December 31, 2010, these advances were converted to notes payable, which are unsecured, bear interest at 5% per annum beginning December 31, 2010 and mature in 2012. In March 2011, $719,354 of these advances was converted into 4,795,694 common shares of MTK USA with a total remaining balance of $150,000 in Notes Payable. As of December 31, 2011, the remaining notes payables balance in MTK USA was $150,000. On June 18, 2012, the remaining principal balance amounted to $150,000 and accrued interest amounted to $10,950 were extinguished by 4,237,640 common shares of MTK USA which was later exchanged by 4,237,640 common shares of MKHD and warrants pursuant to which the creditor can purchase 1,059,410 shares of MKHD common stock at an exercise price of $0.50.

(c)

On February 17, 2012, LKTR executed a Separation and Settlement Agreement with Foxglove International Enterprises Ltd., a BVI company, to settle a promissory note in the face value amount of $65,776, for the safe return and the release of the language trademarks and acknowledgement of copyright of training content and transfer of ownership and right of use.

Note 5 - Related Party Transactions

Related party transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.



13



During the nine months ended September 30, 2012 and the year ended December 31, 2011, the related parties consisted of the following:


(1)

The Language Key China Ltd. Guangzhou (LKGZ), branch office of LKAs China subsidiary;


(2)

Mr. Jeff Tennenbaum, former CFO of LKA;


(3)

Birch First Advisors, LLC, an affiliate and consultant to the Company;


(4)

Birch First Global Investments, Inc., an affiliate to the Company;


(5)

Practical Business Advisors, LLC, a company controlled by Daniel A. Carr, the Companys former President, CEO, Treasurer, and Director;


(6)

The Language Key China Ltd. Shanghai.


(7)

The Language Key Asia Ltd.


(8) The Language Key Publishing Ltd.


Due from related parties consists of the following:

 

 

 

 

 

 

 

 

 

September 30, 2012

 

December 31, 2011

The Language Key China Ltd. Shanghai

$

-

 

$

67,619

The Language Key Asia Ltd.

 

-

 

 

4,676

The Language Key Publishing Ltd.

 

-

 

 

1,340

The Language Key China Ltd. Guangzhou

 

-

 

 

11,816

Birch First Advisors, LLC

 

-

 

 

-

 

 

-

 

 

85,451

Less: Due From Related Parties included in Assets Held For Sale

 

-

 

 

(85,451)

Total Due From Related Parties

$

-

 

$

-

Due to related party consists of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2012

 

December 31, 2011

 

Practical Business Advisors, LLC

 

$

-

 

$

1,000

 

Mr. Jeff Tennenbaum

 

 

-

 

 

6,526

 

Birch First Global Investments, Inc.

 

 

176,900

 

 

176,900

 

 

 

 

176,900

 

 

184,426

 

Less: Due To Related Parties included in Liabilities Held For Sale

 

 


-

 

 


(6,526)

 

Total Due To Related Parties

 

$

176,900

 

$

177,900

 


As at September 30, 2012 and December 31, 2011, the amounts owing to Birch First Global Investments, Inc. totaled $176,900 and $176,900, respectively. This represented a payable for loans to the Company provided by an affiliate of the Company. The balances due to Practical Business Advisors, LLC as at September 30, 2012 and December 31, 2011 represents a cash advance from the related party for the amount of $nil and $1,000.


Note 6 – Stockholders’ Deficit


Authorized Shares


As of September 30, 2012 and December 31, 2011, the Companys authorized shares consisted of the following:


100,000,000 preferred shares with 50,000,000 designated as Series A convertible, par value $0.0001;

200,000,000 common shares, par value $0.0001.


Common Stock – Mount Knowledge Holdings Inc.


Nine months ended September 30, 2012


(i)

On July 5, 2012, the Company completed a private offering of 2,500,000 shares of its common stock at a price of $0.02 per share to a total of 3 purchasers, for total proceeds of $50,000.


(ii)

On August 9, 2012, the Company completed a private offering of 2,500,000 shares of its common stock at a price of $0.02 per share to a total of 2 purchasers, for total proceeds of $50,000.



14



(iii)

On June 20, 2012, the Company closed on its offer to purchase 24,978,806 shares of common stock, par value $0.0001 per share, of Mount Knowledge USA, Inc. from a total of 63 shareholders (collectively, referred to as the “MTK USA Shareholders”) of Mount Knowledge USA, Inc. (“MTK USA”), pursuant to the executed Securities Purchase Agreement, representing the 63 MTK Shareholders as a group, including separate Joinder Agreements, all individually executed with each participating MTK USA Shareholder, and collectively made a part thereof to the executed Securities Purchase Agreement.


In exchange for the MTK Securities, the Company issued 24,978,806 shares of its common stock, par value $0.0001 per share, including, for every four shares of MTK USA securities sold to the Corporation, the MTK USA Shareholders were issued a warrant to purchase one share of the Corporation’s common stock at an exercise price of $0.50, in the aggregate amount of 6,244,702 shares of Company common stock, (together with the Company common shares and the Company warrant).


(iv)

In addition, on June 20, 2012, the Company entered into two (2) separate Securities Purchase Agreements with Access Alternative Group S.A. (“Access”) and with Jensen International Inc. (“Jensen”), respectively, also shareholders of MTK USA, pursuant to which the Company acquired MTK USA common shares of MTK USA Common Stock, in the aggregate amount of 49,737,640 shares.


In exchange for the MTK USA Securities, the Company issued 45,500,000 and 4,237,640 Company Common Shares of Company Common Stock to Access and Jensen, respectively, including, for every four shares of MTK USA Securities sold to the Corporation, Access and Jensen were issued a Company warrant to purchase one share of the Corporation’s common stock at an exercise price of $0.50, in the aggregate amount of 12,434,410 shares of Company common stock, together the Company Securities.


As a result of all the transactions contemplated by the agreements referenced hereinabove, the Company owns 100% of the outstanding shares of MTK USA Common Stock, from the prior ownership of approximately 53%. As of December 28, 2012, the Company sold 100% of the ownership interest in MTK USA to Sans Software Frontiere S.A. (“SSF”), in exchange to SSF assuming any and all assets and liabilities of the MTK USA on the date of disposition.


Year ended December 31, 2011


(a)

On December 30, 2011, the Company entered into a separation and settlement agreement with four related parties who had previously entered into independent contractor agreements for services. The Company issued a total of 325,000 shares of restricted common stock to these parties as settlement of $204,000 owing for services. The related warrant purchase agreements for a total share of 3,600,000 that had been in effect were extinguished and cancelled.


(b)

On October 31, 2011, the Company issued a total of 62,500 shares of restricted common stock of the Company to four separate related parties for services rendered to the Company by Source Capital Group Inc. The fair value of the services received during this period was calculated as the market price ($0.06) at the date of grant and the date service is provided with a total value of $3,750.


(c)

On September 12, 2011, the Company issued a total of 4,400,000 shares of restricted common stock for services rendered by a contractor to the Company pursuant to the executed consulting agreement dated August 11, 2010. The fair market value of the services received during this period was calculated as the market price at the date of completion for a total value of $616,000 ($0.14 per share).


(d)

On September 12, 2011, the Company issued a total of 25,000 shares of restricted common stock for services rendered by a contractor to the Company pursuant to an executed consulting agreement. The fair value of the services received during this period was calculated as the market price at the date of grant and the date service is provided with a total value of $3,500.


(e)

On July 29, 2011, the Company issued a total of 750,000 shares of restricted common stock of the Company to three separate contractors of the Company, a total of 250,000 shares to Birch First Advisors, LLC, an entity controlled by an affiliate of the Company, a total of 250,000 share to Practical Business Advisors, LLC, an entity controlled by Daniel A. Carr, President, the former Chief Executive Officer and Director of the Company, and a total of 250,000 shares to Simon G. Arnison, the former Chief Technology Officer, Secretary and Director of the Company, pursuant to three separate independent contractors agreements entered into on July 31, 2011. The fair value of the services to be received by the Company during the aforementioned period pertaining to the share compensation was calculated at the market price of the Companys publicly traded shares on the date of execution of each agreement, for a total value of $67,500, based on a per share market price of $0.09.



15



(f)

On June 30, 2011, the Company exchanged 4,795,694 shares of restricted common stock of the Company for 4,795,694 shares of restricted common stock of MTK USA held by Blue Fire Consulting Group Ltd., including a sixty month warrant for the purchase of 1,198,924 shares of restricted stock of the Company at $.50 per share pursuant to a Securities Purchase Agreement entered into on June 30, 2011.


(g)

On June 30, 2011, the Company exchanged 1,433,333 shares of restricted common stock of the Company for 1,433,333 shares of restricted common stock of MTK USA held by Uptick 20 S.A., including a sixty month warrant for the purchase of 358,333 shares of restricted stock of the Company at $.50 per share pursuant to a Securities Purchase Agreement entered into on June 30, 2011.


(h)

During the first quarter of 2011, the Company issued a total of 241,380 shares of restricted common stock for services rendered by a contractor to the Company pursuant to an executed consulting agreement. The fair value of the services received during this period was calculated as the market price at the date of grant and the date service is provided with a total value of $63,276.


Common Stock – Mount Knowledge USA Inc.


Nine months ended September 30, 2012


On June 18, 2012, the remaining principal balance of notes payable amounted to $150,000 and accrued interest amounted to $10,950 were extinguished by 4,237,640 common shares of MTK USA which was later exchanged by 4,237,640 common shares of MKHD and warrants pursuant to which the creditor can purchase 1,059,410 shares of MKHD common stock at an exercise price of $0.50.


Year ended December 31, 2011


a)

On November 14, 2011, MTK USA issued the following shares of its common stock:


(i)

12,500,000 shares to Access Alternative Group S.A as settlement of outstanding compensation for services rendered, recorded at fair value of $240,000;


(ii)

11,137,640 shares to Access Alternative Group S.A. as settlement of a loan for $55,000; and


(iii)

2,541,667 shares to seven separate contractors of MTK USA, of which 100,000 shares were issued to Birch First Advisors, LLC, an entity controlled by an affiliate of the Company, 100,000 shares were issued to Practical Business Advisors, LLC, an entity controlled by Daniel A. Carr, former President, Chief Executive Officer and Director of the Company, and the balance of 2,541,667 shares to non-related parties for contracted services to MTK USA. These shares were recorded at fair value of $31,771,


b)

During the three months ended June 30, 2011, MTK USA issued the following shares of its common stock:


(i)

1,069,999 shares at a value of $0.15 per share to four individual investors for cash proceeds of $160,500; and


(ii)

300,000 shares, at a value of $0.15 per share to three independent contractors for services rendered totaling $45,000.


c.)

During the three months ended March 31, 2011, MTK USA issued the following shares of its common stock:


(i)

2,611,667 shares, at a value of $0.15 per share to nine individual investors for cash proceeds of $391,750; and


(ii)

MTK USA converted $719,354 of note payable owed to Blue Fire Consulting Group into 4,795,694 common shares of MTK USA.


All shares issued were recorded by the Company as an addition to non-controlling interest.


Share Purchase Warrants


Nine months ended September 30, 2012


(i)

Shareholders of MTK USA were issued a warrant to purchase one share of the Corporation’s common stock at an exercise price of $0.50, in the aggregate amount of 6,244,702 shares of Company common stock, (together with the Company common shares and the Company warrant).


(ii)

In exchange for MTK USA Securities, the Company issued 45,500,000 and 4,237,640 Company Common Shares of Company Common Stock to Access and Jensen, respectively, including, for every four shares of MTK USA Securities sold to the Corporation, Access and Jensen were issued a Company warrant to purchase one share of the Corporation’s common stock at an exercise price of $0.50, in the aggregate amount of 12,434,410 shares of Company common stock, together the Company Securities.



16



Year ended December 31, 2011

During 2011 the Company granted the following warrants to purchase common stock of the Company:

(a)

On July 29, 2011, the Company granted a cashless warrants for the total purchase of 3,600,000 shares of restricted stock of the Company with an exercise price of $0.20; a total of 1,200,000 shares to Birch First Advisors, LLC, a total of 1,200,000 shares to Practical Business Advisors, LLC, and 1,200,000 shares to Simon G. Arnison, respectively, pursuant to three separate warrant stock purchase agreements entered into on July 31, 2011. The terms of each warrant agreement is based on a vesting period of three years, with 400,000 shares exercisable each year provided that each respective contractor, separately, is still engaged with the Company. The shares granted in each warrant were subject to a vesting and distribution schedule on a pro-rata basis, in the event of early termination by either Contractor or Company. Subsequently, the warrants granted by the Company were cancelled (unvested) as of December 30, 2011, pursuant to terms and conditions of three (3) separation and settlement agreements between the Company and each of the parties represented herein above. No expenses related to these warrants were recorded for the year ended December 31, 2011.


(b)

On June 30, 2011, a total of 1,577,257 warrants with an exercise price of $0.50 per share were issued by the Company pursuant to 2 separately executed Securities Purchase Agreements entered into on June 30, 2011 (1,198,924 and 358,333 shares respectively).

A summary of the common stock warrant activity for the nine months ended September 30, 2012 and for the year ended December 31, 2011 is as follows:

 

 

 



Number

Of

Shares

 

 

Weighted Average Exercise Price

 

 

Balance at December 31, 2010

 

24,000,000

 

$

 0.18

 

 

 

 

 

 

 

 

 

 

Granted June 30, 2011

 

1,198,924

 

 

0.50

 

 

Granted June 30, 2011

 

358,333

 

 

0.50

 

 

Granted July 29, 2011

 

3,600,000

 

 

0.20

 

 

Cancelled December 30, 2011

 

(3,600,000)

 

 

(0.20)

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2011

 

25,557,257

 

 

0.19

 

 

 

 

 

 

 

 

 

 

Granted June 20, 2012

 

6,244,702

 

 

0.50

 

 

Granted June 20,2012

 

12,434,410

 

 

0.50

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2012

 

44,236,369

 

$

0.32

 


The range of exercise prices and the weighted average remaining life of the warrants outstanding at September 30, 2012 were $0.18 to $0.50 and 0.97 years, respectively.


Note 7 – Discontinued Operations


a)

Disposal of Hong Kong Holding Company and Its Subsidiaries


On October 24, 2011, Mount Knowledge Asia sold Language Key Asia (“LKA”) and all of its subsidiaries (the “LK Subsidiaries”), except for The Language Key Training Ltd. (“LKTR”) to Software Sans Frontiere SA, a Belize corporation, for consideration representing the assumption of all of the liabilities of the LK Subsidiaries. Their historical operating results were reported as part of “discontinued operations” for all periods presented in the accompanying consolidated statement of operations. The net loss on disposal of subsidiaries was $2,992, which was reported as part of “discontinued operations” for the year ended December 31, 2011.


b)

Sale of Subsidiary in Quarter 1, 2012 – Language Key Training Ltd.


In February 2012, the Company sold Language Key Training Ltd., its Hong Kong subsidiary (“LKTR”) for a nominal cash consideration to Software Sans Frontiere SA, a Belize corporation, for consideration representing the assumption of all of the liabilities of LKTR. The trademark and associated course training materials were returned to the original seller whose obligation was settled by the payment of $15,000 prior to disposition.



17



The Company’s management made the decision to sell the LKTR due to ongoing losses and failed restructuring efforts as a result of the lack of available financing for Hong Kong and China based educational companies. At December 31, 2011, the assets and liabilities of LKTR were classified as “assets and liabilities held for sale” at the lower of their carrying value or fair value less cost to sell as they met criteria of held for sale. There had been no impairments related to LKTR.


The carrying amounts of the major classes of assets and liabilities held for sale related to LKA and LKTR are as follows:


 

 

September 30, 2012

 

December 31, 2011

 

Cash and equivalents

$

-

$

4,428

 

Accounts and other receivables

 

-

 

2,426

 

Unbilled revenue

 

-

 

12,757

 

Corporate tax recoverable

 

-

 

10,273

 

Due from related parties

 

-

 

85,451

 

Property and equipment

 

-

 

13,113

 

Other assets

 

-

 

13,635

 

 

 

 

 

 

 

Total assets held for sale

$

-

$

142,083

 


 

 

September 30, 2012

 

December 31, 2011

 

Accrued liabilities

$

-

$

33,307

 

Other payables

 

-

 

240,692

 

Due to related parties

 

-

 

6,526

 

 

 

 

 

 

 

Total liabilities for assumption

$

-

$

280,525

 










Note 8 – Contingent Liabilities and Contractual Obligations


Award of Claim


On February 6, 2012, the Labour Tribunal of Hong Kong awarded Dirk Haddow (“Haddow”), a former director and officer of LKA, a judgment against LKA and LKTR in the sum of HKD $1,135,245, regarding a salary claim. This obligation is no longer considered a contingent liability of the Company, pursuant to the settlement of claims described below.


Marketing Affiliate Agreement


On February 14, 2012, Mount Knowledge Asia Ltd. (“MKA”), a Hong Kong corporation and wholly owned subsidiary of the Company, entered into a Marketing Affiliate Agreement with Language Key Ltd., a Hong Kong corporation (“LKL”) non-related to the Company and/or any of its related companies, in which LKL agreed to market and sell licenses of an online software application referred to as ECO Learning (English Communications Online) developed and owned by the Company under certain terms and conditions.


Note 9 – Subsequent Events


(a)

Bridge Financing - Forbearance of Promissory Notes – Vukota Capital Management Inc.


On November 30, 2012, Vukota Capital Management Inc., an Ontario, Canada company (the “Lender”) executed a Forbearance Agreement with the Company, in which the Lender agreed, that during the period commencing on the date of execution of the Agreement and ending on and including December 31, 2013 (the "Forbearance Period"), the Lender would not file suit or take any other action to foreclose on the collateral or file suit or take any other action to enforce its rights under the Securities Purchase Agreement dated as of September 14, 2012 (as amended, supplemented or otherwise modified from time to time, including Amendment No. 1 to Securities Purchase Agreement dated on or about November 8, 2011, collectively referred to as the "Securities Purchase Agreement"), and those certain promissory notes dated as of September 14, 2012, and on subsequent dates thereafter, (as amended, supplemented or otherwise modified from time to time, all of which were joined to the Securities Purchase Agreement with the effective date of September 14, 2012, by the execution of those certain Joinder Agreements to Securities Purchase Agreement, by each and every Lender, separately (as amended, supplemented or otherwise modified from time to time, the "Joinder Agreements,") and, together with that certain Stock Pledge Agreement dated as of September 14, 2012 (as amended, supplemented or otherwise modified from time to time). This limited forbearance does not extend to any other default or events of default under any other provision of the transaction documents or any of the other rights and remedies available to the Lender under the transaction documents.



18



Upon the earlier of (i) the occurrence of a forbearance default and (ii) the expiration of the Forbearance Period, the Lender’s agreement to forbear shall automatically be deemed terminated and Lender shall be entitled to immediately and without notice exercise all of its rights and remedies under the credit agreements and all transaction documents.


(b)

Settlement of Employment Claim of Key Executive of Subsidiary


On January 15, 2013, the Company, Mount Knowledge Asia, Ltd., and Haddow executed a Mutual Indemnification and Release Agreement in which all parties agreed to resolve all claims either Party may have against the other under, including but not limited to, any promises or commitments, verbal or written during the business dealing with each other prior to the date of this Agreement, and otherwise resolve their disputes on an amicable basis. The Release Agreement included the release of any and all contingent liabilities, whether acknowledged or denied, relating to: (a) the Company’s corporate guarantee of Haddow’s USD$50,000.00 short-term note payable to Language Key Asia Ltd.’s China subsidiary, and/or (b) Haddow’s salary claim judgment against LKA and LKTR in the sum of HK$1,135,245.43.


(c)

Subsequent 2012 Sales of Unregistered Securities


(i)

On October 4, 2012, the Company completed a private offering of 100,000 shares of its common stock at a price of $0.02 per share with 1 purchaser, for total proceeds of $2,000.


(ii)

On December 4, 2012, the Company completed a private offering of a total of 5,000,000 shares of its common stock at a price of $0.02 per share with 1 purchaser, for total proceeds of $100,000.


(iii)

On December 14, 2012, the Company completed a private offering of a total of 1,000,000 shares of its common stock at a price of $0.02 per share with 1 purchaser, for total proceeds of $20,000.


(d)

Definitive Agreement to Purchase Forum Mobile-Israel Ltd.


(i)

Execution of Letter of Intent


On November 13, 2012, the Board of Directors of the Company approved the execution of a non-binding Letter of Intent to purchase 100% of the ownership interest of Forum Mobile-Israel Ltd. (“FM”), from Forum Mobile Inc., a Delaware company publicly-traded on the US Over-the-Counter Stock Exchange (“FRMB”) in a share exchange merger transaction.


As a condition of the Letter of Intent, both parties agreed to keep confidential certain terms and conditions of the pending transaction, contingent upon further negotiations and execution of a Definitive Agreement, to be executed on or before December 31, 2012, with a subsequent date of closing, to be mutually agreed to by both parties.


(ii)

Definitive Agreement


On March 19, 2013, the Company entered into a Definitive Agreement with FRMB, pursuant to which the Company has agreed to purchase, from FRMB, 100% of the ownership interest in FM, in the form of a share exchange, in consideration for the issuance of common and preferred shares of the Company to FRMB, upon which FM will become a wholly owned subsidiary of the Company at closing. 


The primary terms and conditions of the Agreement are as follows:


At closing,


(i)

FRMB will assign, transfer, convey and deliver the all of the outstanding shares of FM (the “FM Shares”) to an escrow agent, and


(ii)

in consideration and exchange therefore the Company shall issue and deliver to FRMB, a number of shares of:


a.

common stock, par value $0.0001 per share of the Company, equal to 4 shares of common stock of the Company, for 1 fully diluted share of common stock of the Company held by the existing stockholders of the Company immediately prior to the closing, and

b.

Series A preferred stock, par value $0.0001 per share of the Company, equal to 4 shares of preferred stock of the Company, for every 1 fully diluted share of preferred stock held by the existing stockholders of the Company immediately prior to the closing, in such amounts to be determined at closing.


Upon closing, FRMB will become the majority owner of the Company.


The Agreement sets forth certain closing conditions, including, but not limited to: (a) interim financing, and (b) a certain number of shares of the Company held by the Company controlling shareholder, placed into escrow, subject to certain subsequent financings, and other provisions which will be determined prior to and disclosed upon a closing. There can be no guarantee that these conditions will be met and that the transaction described above will close.



19



(e)

Sale of Subsidiaries - Mount Knowledge Asia Ltd. and Mount Knowledge USA Inc.


On December 28, 2012, the Company sold Mount Knowledge Asia Ltd., (“MKA”), a Hong Kong corporation, and Mount Knowledge USA Inc., a Nevada corporation (“MTK USA”) to Software Sans Frontiere SA, a Belize corporation, for consideration representing the assumption of all of the liabilities of each subsidiary, respectively. The Company’s management made the decision to sell the MKA and MTK USA due to ongoing losses and failed restructuring efforts as a result of the lack of available financing for either of the companies.


(f)

Settlement of Outstanding Debt


On December 28, 2012, the Company executed a Separation and Settlement Agreement with Birch First Global Investments Inc., a US Virgin Islands company, to settle loans made to the Company in a total amount of $92,900.00, in exchange for the transfer of ownership interest and all rights to the intellectual property referred to as “ECO Learning Platform” (English Communications Online), an online modular based course training software technology, including any and all computer program source code, trademarks, logos, documentation and other related materials.


(g)

2013 Cash Sales of Unregistered Securities – Common Stock


On March 1, 2013, the Company completed a private offering of 1,000,000 shares of its common stock at a price of $0.02 per share to 1 purchaser, for total proceeds of $20,000.

(h)

Stock Issuance for Contracted Services


On March 15, 2013, the Company issued a total of 62,500 shares of restricted common stock of the Company to four (4) separate related parties for services rendered to the Company by Source Capital Group Inc., and 1,750,000 shares to one contractor for services rendered to the Company, respectively. The fair value of the services received during this period was calculated as the market price ($0.18) at the date of grant and the date service is provided with a total value of $11,250 and $315,000.


Separately, the Company issued a total of 150,000 shares of restricted common stock of the Company to an officer and director of the Company for services rendered. The fair value of the services received during this period was calculated as the market price ($0.18) at the date of grant and the date service is provided with a total value of $27,000.


(i)

Vendor Settlements


On March 15, 2013, the Company issued a total of 238,654 shares of its common stock at a price of $0.15 per share to a total of three (3) vendors, in exchange for the settlement of a total of $35,795 of outstanding Company obligations.


(j)

Bridge Financing - Promissory Notes


On May 30, 2013, the Company entered into a joinder agreement to the original Securities Purchase Agreement executed on September 14, 2011, pursuant to which the Company had issued to the Dalen Family Trust, a Canadian Trust, a promissory note in the principal amount of $40,000. The note matures one year from the Closing Date and is adjoined to the Forbearance Agreement dated November 30, 2012, extending the due date of the notes to December 31, 2013.


(k)

2013 Sales of Unregistered Securities – Preferred Stock


On June 18, 2013, the Company executed a Stock Purchase Agreement with an investor for the sale of 100,000 shares of the Company's Series A preferred stock at a price of $0.20 per share, with rights and preferences as set forth in the Certificate of Designation, Preferences and Rights of Series A Preferred Stock of the Company dated on or above February 3, 2011, filed with the State of Nevada, including, but not limited to, the right to convert held preferred shares into common stock of the Company at a ratio of one-to-two, for total proceeds of $20,000.


The number of shares of preferred stock of the Company issued to the investor pursuant to this Agreement is subject to adjustments from time to time as set forth in the Stock Purchase Agreement. Notwithstanding anything to the contrary in the Stock Purchase Agreement, if the shares of preferred stock held by the investor are converted into shares of common stock of the Company, at the option of the Investor and/or as a result of the closing of a pending transaction with Forum Mobile Inc., then the Company agrees to further adjust the total number of shares of common stock of the Company issuable to Investor in a manner which will represent a total of 1% of the post-merged entity in the proposed Forum transaction.




20


ITEM 2. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  See “Cautionary Note Regarding Forward-Looking Statements.”


As used in this quarterly report, the terms “we,” “us,” “our,” “the Company” “Successor Company” and “MKHD” mean Mount Knowledge Holdings, Inc., unless the context clearly requires otherwise.


General


The Company was incorporated as Auror Capital Corp. under the laws of the State of Nevada on March 16, 2006.


The Company began as an exploration stage company engaged in the acquisition and exploration of mineral properties. On July 27, 2009, the Company changed its previous business plan to an educational software development and sales company.


Today, we are a software development and sales company engaged in the business of acquiring innovative technologies. We currently have no operating subsidiaries and operate on a limited basis from 2 major cities in the US and Canada.


Previously, the Company, through our wholly owned subsidiary, Mount Knowledge Asia Ltd. (“MKA”), acquired and operated Language Key Asia Ltd. (“LKA”) and the Language Key Group of companies (“LK Group”) which included Language Key Corporate Training Solutions Ltd. (a Hong Kong corporation, and formerly The Language Key China Ltd., established on August 21, 2002, “LKCTS”), The Language Key Training Ltd. (a Hong Kong corporation established on March 21, 2003, “LKTR”), The Language Key China Ltd. (a Wholly Owned Foreign Enterprise registered in Shanghai, China established on October 11, 2002, “LKCH”), and Language Key Publishing Ltd.  Each of the LK Group companies were a direct, wholly owned subsidiary of LKA, providing custom business English and communications skills courses, soft skills workshops, executive coaching and other related services to public and private sector clients, including government entities in Hong Kong and other Fortune 500 corporations. We acquired LKA on December 31, 2010 and, as a result, we were no longer considered a development stage enterprise under SFAS No. 7 “Accounting and Reporting by Development Stage Enterprises.”


October 24, 2011, MKA sold LKA and all of its subsidiaries, except for LKTR (the “LK Subsidiaries”) to Software Sans Frontiere SA, a Belize corporation (“SSF”), for consideration representing the assumption of all of the liabilities of the LK Subsidiaries.  Congruently, LKTR became a direct subsidiary of MKA. The Company’s management made the decision to sell the LK Subsidiaries due to ongoing losses and failed restructuring efforts as a result of the lack of available financing for China based companies.


On February 24, 2012, we sold LKTR to SSF for consideration representing the assumption of all the liabilities of LKTR. In addition, the LK trademark and associated course training materials were returned to the original seller whose obligation was settled by the payment of $15,000 prior to disposition. Subsequently, on December 28, 2012, we sold MKA and our US subsidiary, Mount Knowledge USA, Inc. (“MTK USA”), to SSF for consideration representing the assumption of all the liabilities of both MKA and MTKUSA.


On March 19, 2013, the Company entered into a Definitive Agreement with FRMB, pursuant to which the Company has agreed to purchase, from FRMB, 100% of the ownership interest in FM, in the form of a share exchange, in consideration for the issuance of common and preferred shares of the Company to FRMB, upon which FM will become a wholly owned subsidiary of the Company at closing. 


The primary terms and conditions of the Agreement are as follows:


At closing,


(i) FRMB will assign, transfer, convey and deliver the all of the outstanding shares of FM (the “FM Shares”) to an escrow agent, and


(ii) in consideration and exchange therefore the Company shall issue and deliver to FRMB, a number of shares of:


(A)

common stock, par value $0.0001 per share of the Company, equal to 4 shares of common stock of the Company, for 1 fully diluted share of common stock of the Company held by the existing stockholders of the Company immediately prior to the closing, and


(B) Series A preferred stock, par value $0.0001 per share of the Company, equal to 4 shares of preferred stock of the Company, for every 1 fully diluted share of preferred stock held by the existing stockholders of the Company immediately prior to the closing, in such amounts to be determined at closing.


Upon closing, FRMB will become the majority owner of the Company.


The Agreement sets forth certain closing conditions, including, but not limited to: (a) interim financing, and (b) a certain number of shares of the Company held by the Company controlling shareholder, placed into escrow, subject to certain subsequent financings, and other provisions which will be determined prior to and disclosed upon a closing. There can be no guarantee that these conditions will be met and that the transaction described above will close.



21



Corporate Structure


The Company is a platform company that was established for the purpose of acquiring and operating market-leading global technology development companies. As of September 30, 2012, the corporate structure of the Company consisted of the following:


(a)

100% ownership interest of MKA;


(b)

100% ownership interest of MTK USA


Currently, the Company has no subsidiaries.


Plan of Operations


Over the 12-months of 2013, we must raise capital and complete certain milestones as described below.


Milestones


The Company anticipates identifying and completing one or more acquisitions and/or mergers over the next 6-12 months, beginning in the third quarter of 2013, for the purposes of obtaining operations and revenues.


Requirements and Utilization of Funds


To implement our plan of operations, including some or all of the above described milestones (objectives), we anticipate the need to continue to raise capital (“equity”) in an amount between $500K and $2.5 million in equity from restricted stock sales or other acceptable financing options over the remaining 6 months of 2013 on terms and conditions to be determined. Management may elect to seek subsequent interim or “bridge” financing in the form of debt (corporate loans) as may be necessary.


Proceed


We foresee the proceeds from capital raised to be allocated as follows: (a) legal, audit, SEC filings and compliance fees; (b) working capital (general and administrative); (c) financing costs; (d) acquisition research and due diligence; (e) new business development and marketing; and (f) reserve capital for costs of acquisition and market expansion.


Financial Condition, Liquidity and Capital Resources


As of September 30, 2012, we had $253 cash. We had limited operations and revenues during the nine month period ended September 30, 2012. We are illiquid and need cash infusions from investors and/or current shareholders to support our proposed marketing and sales operations.


Management believes this amount will not satisfy our cash requirements for the next 12 months and as such we will need to either raise additional proceeds and/or our officers and/or directors will need to make additional financial commitments to our company, neither of which is guaranteed. We plan to satisfy our future cash requirements, primarily the working capital required to execute on our objectives, including marketing and sales of our product, and to offset legal and accounting fees, through financial commitments from future debt/equity financings, if and when possible.


Management believes that we may generate some revenues within the next twelve (12) months, from acquisitions, but that these sales revenues may not satisfy our cash requirements during that period. We have no committed source for funds as of this date. No representation is made that any funds will be available when needed. In the event that funds cannot be raised when needed, we may not be able to carry out our business plan, may never achieve sales, and could fail to satisfy our future cash requirements as a result of these uncertainties.

If we are unsuccessful in raising the additional proceeds from officers and/or directors, we may then have to seek additional funds through debt financing, which would be extremely difficult for an early stage company to secure and may not be available to us. However, if such financing is available, we would likely have to pay additional costs associated with high-risk loans and be subject to above market interest rates.


At such time as these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional proceeds via a private placement of our common stock or secure debt financing we would be required to cease business operations. As a result, investors in our common stock would lose all of their investment.


The staged development of our business will continue over the next 12 months. Other than engaging and/or retaining independent consultants to assist the Company in various administrative and marketing related needs, we do not anticipate a significant change in the number of our employees, if any, unless we are able to obtain adequate financing.



22



Our auditors have issued a “going concern” opinion. This means that there is substantial doubt that we can continue as an on-going business for the next 12 months unless we obtain additional capital to pay our expenses. This is because we have not generated any revenues and no substantial revenues are anticipated in the near-term. Accordingly, we must raise cash from sources other than from the sale of our products.


Results of Operations


Basis of Presentation


For management discussion and analysis purposes, the operational data provided represents the financial results of the Company for the three months and nine months ended September 30, 2012 and 2011, respectively.


The following table represents sales of our products and services for the three months and nine months ended September 30, 2012 and 2011 and for the development stage period from April 1, 2012 to September 30, 2012:


 

THREE MONTHS ENDED

JUNE 30

SIX MONTHS ENDED

JUNE 30

FOR THE DEVELOPMENT STAGE PERIOD, FROM APRIL 1, 2012 TO JUNE 30

 

2012

2011

2012

2011

2012

Sales revenue

$

-

$

-

$

-

$

-

$

-

Cost of goods sold

-

-

-

-

-

Gross profit

-

-

-

-

-


Revenues


Revenue for the three and nine months ended September 30, 2012 was $0 compared to revenue for the three and nine months ended September 30, 2011 of $0, due to the dispositions of the LK Subsidiaries in 2011.


Cost of goods sold was primarily composed of the costs of the Company’s trainers as well as materials and transportation expenses associated with delivering training courses. Cost of goods sold for the three and nine months ended September 30, 2012 was $0, compared to cost of goods sold for the three and nine months ended September 30, 2011 of $0.


Gross profit is calculated by deducting cost of goods sold from revenues and ranges from 0% to 100%, depending on the nature of the specific courses sold and the contract terms negotiated. Gross profit for the three and nine months ended September 30, 2012 was 0% compared to gross profit for the three and nine months ended on September 30, 2011 of 0%.


The following table represents operating costs and expenses for the three months and nine months ended September 30, 2012 and 2011 and for the development stage period from April 1, 2012 to September 30, 2012:




23



 

Three Months Ended

September 30

Nine Months Ended

September 30

For The Development Stage Period, From April 1, 2012 To September 30

 

2012

2011

2012

2011

2012

Operating expenses

 

 

 

 

 

General and administrative expenses

97,635 

479,597 

260,434 

1,401,111 

97,928 

Total operating expenses

97,635 

479,597 

260,434 

1,401,111 

97,928 

Loss from operations

(97,635)

(479,597)

(260,434)

(1,401,111)

(97,928)

Other income

1,000 

Interest expense

(22,595)

(86,100)

(45,950)

Gain on debt extinguishment

12,633 

12,633 

 

 

 

 

 

 

Net loss from continuing operations

(120,230)

(479,597)

(332,091)

(1,401,111)

(131,245)

 

 

 

 

 

 

Discontinued operations

 

 

 

 

 

Income (loss) from discontinued operations

(620,049)

5,096 

(1,162,475)

Gain on disposal of subsidiary

184,246 

 

 

 

 

 

 

Net Loss

(120,230)

(1,099,646)

(143,559)

(2,563,586)

(131,245)

Net loss attributable to non-controlling interest

(14,248)

(3,004)

(400,712)

Net Loss Attributable to Common Shareholders

$

(120,230)

$

(1,085,398)

$

(140,555)

$

(2,162,874)

$

(131,245)

Comprehensive Loss

 

 

 

 

 

Net Loss

(120,230)

(1,099,646)

(143,559)

(2,563,586)

(131,245)

 

 

 

 

 

 

Foreign currency translation adjustments

(2,197)

256 

(2,197)

(6,547)

(2,197)

Comprehensive Loss

(122,427)

(1,099,390)

(145,756)

(2,570,133)

(133,442)

Comprehensive loss attributable to non-controlling interest

(14,248)

(3,004)

(400,712)

Comprehensive Loss Attributable To Common Shareholders

$

(122,427)

$

(1,085,142)

$

(142,752)

$

(2,169,421)

$

(133,442)


Operating costs and expenses


General and administrative expenses for the three and nine months ended September 30, 2012 were $97,635 and $260,434, respectively, as compared to $479,597 and $1,401,111 for the three and nine months ended September 30, 2011. This decrease was due to the impact of corporate decisions made in the fourth quarter of 2011 and the first quarter of 2012, pursuant to the disposition of the LK Subsidiaries and LKTR, respectively. All of the general and administrative expenses for the three months ended September 30, 2012 were consulting fees to related parties.


Gain on disposal of subsidiary


The Company also incurred gain on disposal of subsidiary of $184,246 during the nine months ended September 30, 2012. Due to significant losses in the LKA operations for twelve month period ending December, 2011 and the Company’s inability to successfully obtain the required financing to sustain its further operations, the Company decided to sell LKA (and, the LK Subsidiaries) in the fourth quarter of 2011 and LKTR in the first quarter of 2012, in order to limit ongoing losses. As a result, the sale of LKTR consisted of the assumption of liabilities only, and therefore, the Company incurred gain on disposal of subsidiary.


Income (loss) from discontinued operations


During first quarter 2012, the Company sold LKTR to Software Sans Frontiere SA, a Belize corporation, for consideration representing the assumption of all of the liabilities of LKTR.  As a result of the sale, we reclassified the operating results of LKTR to income (loss) from discontinued operations of $0 and $(620,049) for the three months ended September 30, 2012 and 2011. And income (loss) from discontinued operations are $5,096 and $(1,162,475) for the nine months ended September 30, 2012 and 2011, respectively.



24



Liquidity and Capital Resources


Our main sources of liquidity and capital resources for fiscal 2012 will be cash on hand, internally generated cash flows from operations. As of September 30, 2012, we had cash on hand of $253, $10,000 in prepaid and other assets.


Cash Flows


The following table summarizes the cash flows for the nine month periods ended September 30, 2012 and 2011:


 

 

NINE MONTHS ENDED SEPTEMBER 30

 

 

 

2012

 

 

2011

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(261,004)

 

 

$

(1,316,554)

 

Net cash (used in) investing activities

 

 

 

29,963 

 

Net cash provided by financing activities

 

200,000 

 

 

1,074,306 

 

Effect of exchange rate changes on cash

 

(2,197)

 

 

(4,029)

 

Cash and Cash Equivalents, at end of period

 

$

253 

 

 

$

72,558 

 

 

 

 

 

 

 

 


We anticipate that we will incur a minimum of $50,000 for operating expenses in the next quarter. Accordingly, we will need to obtain additional financing in order to complete our business plan.


Cash Used In Operating Activities


We used cash in operating activities in the amount of $(261,004) during the nine month period ended September 30, 2012 and $(1,316,554) during the nine month period ended September 30, 2011. Cash used in operating activities was funded by cash from operating revenues and financing activities.


Cash From Investing Activities


We received cash in investment activities in the amount of $0 during the nine month period ended September 30, 2012 and used $29,963 cash in investing activities during the nine month period ended September 30, 2011.


Cash from Financing Activities


We generated $200,000 and $1,074,306 cash from financing activities during the nine month period ended September 30, 2012 and September 30, 2011.


For the period from January 1, 2009 through September 30, 2012, the Company incurred net losses aggregating $7,228,243. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our company be unable to continue as a going concern.


Due to the uncertainty of our ability to meet our future operating expenses and the capital expenses in the report on the financial statements for the year period ended December 31, 2011, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.


The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.



25



Future Financings


We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities. There is no assurance that the Company will able to obtain financing to carry on our legal, accounting and reporting needs.


Off-Balance Sheet Arrangements


We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.


Application of Critical Accounting Estimates


The financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment.


The financial statements have been prepared within the framework of the significant accounting policies summarized below:


a)

Exploration Stage Activities and Mineral Property Interests


Until abandonment of its mineral property on January 23, 2009, the Company was an exploration stage mining company and had not realized any revenue from its operations. It was primarily engaged in the acquisition, exploration and development of mining properties.


b)

Financial Instruments and Concentration of Risk


The fair value of financial instruments, which consist of cash, and accounts payable and accrued liabilities, were estimated to approximate their carrying values due to the immediate or relatively short maturity of these instruments.


Unless otherwise noted, it is management’s opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments.


c)

Basic and Diluted Loss Per Share


In accordance with ASC Topic 260, “Earnings Per Share” (formerly SFAS 128), the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings per share excludes all dilutive potential shares if their effect is anti-dilutive.


The Company accounts for common stock purchase warrants at fair value in accordance with EITF 00 – 19, “Accounting for Derivative Financial Instruments Indexed to and Practically Settled in, a Company’s Own Stock”, (codified in ASC 815, Derivatives and Hedging). The Black-Scholes option pricing valuation method is used to determine fair value of these warrants. Use of this method requires that the Company make assumptions regarding stock volatility, dividend yields, expected term of the warrants and risk-free rates.



26



d)

Foreign Currency Translation


The Company’s functional currency is now the U.S. dollar.


While Language Key Asia Ltd. presents its consolidated financial results and accompanying notes in U.S. dollar terms, its functional currency for its operations in The People’s Republic of China (“PRC”) is the Chinese Renminbi, and its functional currency for its operations in Hong Kong is the Hong Kong dollar.


Transactions in Renminbi and Hong Kong dollars are translated into U.S. dollars as follows:


i)

monetary items at the exchange rate prevailing at the balance sheet date;


ii)

non-monetary items at the historical exchange rate;


iii)

revenue and expense at the average rate in effect during the applicable accounting period.


Translation adjustments resulting from this process are recorded in Stockholders’ Equity as a component of Accumulated Other Comprehensive Income (Loss). Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are recorded in the Statement of Operations.


e)

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 amounts reported in the financial statements and accompanying disclosures. Actual results may differ from the estimates.


f)

Impairment of Long-Lived Assets


Impairment losses on long-lived assets used in operations are recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets ’ carrying amount. In such cases, the amount of the impairment is determined based on the relative fair values of the impaired assets.


g.)

Treasury Stock


Common stock repurchases are recorded as treasury stock at cost.


On forward stock split-ups, the number of all common shares disclosed in the financial statements is adjusted to give retroactive effect to such recapitalizations.


Recent Accounting Pronouncements


The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations or cash flows.


Item 3. Quantitative and Qualitative Disclosures about Market Risk.


Smaller reporting companies are not required to provide the disclosure required by this item.



27



Item 4. Controls and Procedures.


Management’s evaluation of disclosure controls and procedures


a)

Evaluation of Disclosure Controls. Our Chief Executive Officer and Chief Accounting Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of second fiscal quarter 2011 pursuant to Rule 13a-15(b) of the Securities and Exchange Act. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure. Based on his evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2012 due to the following:


i.

there is a lack of adequate segregation of duties in our accounting and financial reporting functions;


ii.

there is a lack of entity wide controls, including no audit committee, and a failure to maintain formalized accounting policies and procedures;


iii.

senior management has not established and maintained a “proper tone ” as to internal control over financial reporting;


iv.

there may be a lack of sufficient controls relating to user access security levels in our accounting software to restrict access to certain financial applications only to employees requiring to complete their job functions.

Changes to Internal Controls and Procedures Over Financial Reporting

There have been no changes in our internal control over financial reporting during our fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except as discussed herein.



28



PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


ITEM 1A. RISK FACTORS.


Smaller reporting companies are not required to provide the disclosure required by this item.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


Common Stock – Mount Knowledge Holdings Inc.


Nine months ended September 30, 2012


(i)

On July 5, 2012, the Company completed a private offering of 2,500,000 shares of its common stock at a price of $0.02 per share to a total of 3 purchasers, for total proceeds of $50,000.


(ii)

On August 9, 2012, the Company completed a private offering of 2,500,000 shares of its common stock at a price of $0.02 per share to a total of 2 purchasers, for total proceeds of $50,000.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4. (REMOVED AND RESERVED).


ITEM 5. OTHER INFORMATION


None.































29





ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.


Exhibit

 

Number

Description

3.1(a)

Amended and Restated Articles of Incorporation [incorporated by reference to Exhibit 3.4 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 10, 2010]

3.1(b)

Certificate of Designation of Series A Convertible Preferred Stock filed with the Nevada Secretary of State on February 4, 2011 [incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K with the SEC on February 8, 2011]

3.2

Amended and Restated Bylaws [incorporated by reference to Exhibit 3.5 of the Company’s Annual Report on Form 10-K filed with the SEC on February 10, 2010]

10.1

Share Cancellation Agreement by and between Mount Knowledge Holdings, Inc. (f/k/a Auror Capital Corp.) and Jealax Consulting Inc. dated January 20, 2010 [incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on January 26, 2010]

10.2

Warrant Agreements by and between Mount Knowledge Holdings, Inc. (f/k/a Auror Capital Corp.) and each of Access Alternative Group S.A., Birch First Advisors, LLC, Breakwater International, Inc., Brisbane Management Ltd., Cherrywood Corp., Crestway Corp., Crystal Resource Corporation, European Marketing Group Inc., High Tempo Ltd., Jensen International Inc., Mount Knowledge, Inc., Scandivest, LLC, and Vantech Securities Ltd. [incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on January 26, 2010]

10.3(a)

Letter of Intent by and among Mount Knowledge Holdings, Inc., Mount Knowledge USA, Inc. and its shareholders dated April 26, 2010 (the “April 26 MTKUSA LOI”) [incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2010]

(b)

Extension of the April 26 MTKUSA LOI by and among Mount Knowledge Holdings, Inc., Mount Knowledge USA, Inc. and its shareholders dated June 30, 2010 [incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2010]

(c)

Extension of the April 26 MTKUSA LOI by and among Mount Knowledge Holdings, Inc., Mount Knowledge USA, Inc. and its shareholders dated September 10, 2010 [incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2010]

(d)

Extension of the April 26 MTKUSA LOI by and among Mount Knowledge Holdings, Inc., Mount Knowledge USA, Inc. and its shareholders dated October 26, 2010 [incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 26, 2010]

10.4(a)

Letter of Intent by and among Mount Knowledge Holdings, Inc., Language Key Training Ltd. and its shareholders dated May 6, 2010 [incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 7, 2010]

(b)

Amended Letter of Intent by and among Mount Knowledge Holdings, Inc., Language Key Training Ltd. and its shareholders dated June 28, 2010 [incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2010]

10.5(a)

Definitive Agreement by and among Mount Knowledge Holdings, Inc., The Language Key Training Ltd., Dirk Haddow, Mark Wood, Chris Durcan and Jeff Tennenbaum dated October 5, 2010 (the “LK Definitive Agreement”) [incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2010]

(b)

Amendment No.1 to the LK Definitive Agreement by and among Mount Knowledge Holdings, Inc., The Language Key Training Ltd., Dirk Haddow, Mark Wood, Chris Durcan and Jeff Tennenbaum dated October 29, 2010 [incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 29, 2010]

(c)

Amendment No.2 to the LK Definitive Agreement by and among Mount Knowledge Holdings, Inc., The Language Key Training Ltd., Dirk Haddow, Mark Wood, Chris Durcan and Jeff Tennenbaum dated December 31, 2010 [incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2011]

10.6

Subscription Agreement by and among Mount Knowledge Holdings, Inc., Mount Knowledge Asia, Ltd., and Language Key Asia, Ltd. dated December 31, 2010 [incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2011]

10.7

Share Exchange Agreement by and among Mount Knowledge Holdings, Inc., Mount Knowledge Asia, Ltd.,, Language Key Asia, Ltd., Dirk Haddow, Mark Wood, Chris Durcan and Jeff Tennenbaum dated December 31, 2010 [incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2011]

10.8

Promissory Note by Language Key Training Ltd, in favor of Foxglove International Enterprises Ltd. dated December 31, 2010 [incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2011]

10.9

Use of Existing Training Content Agreement by and between Language Key Asia Ltd., a Hong Kong company, and The Language Key Ltd., a British Virgin Islands company, dated December 31, 2010 [incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2011]



30



10.10

Master Software License by and between Mount Knowledge Holdings, Inc. and Mount Knowledge, Inc. dated January 21, 2010 [incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 26, 2010]

10.11

Master License Cancellation Agreement by and between Mount Knowledge Holdings, Inc. and Mount Knowledge, Inc. dated December 27, 2010 [incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2011]

10.12

Intellectual Property Purchase Agreement by and among Mount Knowledge Holdings, Inc., Erwin Sneidzins and Ucandu Learning Centres Inc. dated December 28, 2010 [incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2011]

10.13

Independent Contractor Agreement by and between Mount Knowledge Holdings, Inc. and Ucandu Learning Centres Inc. dated December 28, 2010 [incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2011]

10.14

Option Agreement between Mount Knowledge Holdings, Inc. and Mount Knowledge Technologies, Inc. dated December 28, 2010 [incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2011]

10.15



10.16




10.17



10.18


10.19



10.20



10.21



10.22



10.23

Definitive Agreement by and among Mount Knowledge Holdings, Inc., Birch First Advisors, LLC and Mount Knowledge USA, Inc. dated December 31, 2010 [incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2011]

Share Purchase Agreement between Mount Knowledge Asia Ltd. and Sans Software Frontiere S.A. dated October 24, 201, for the sale of Language Key Asia Ltd. (“LKA”), and all of its related subsidiaries (“LK Entities”), except Language Key Training Ltd. (“LKTR”) [incorporated by reference to Exhibit 10.16 of the Company’s Current Report on Form 10-K filed with the SEC on July 31, 2013]

Share Purchase Agreement between Mount Knowledge Asia Ltd. and Sans Software Frontiere S.A. dated February 6, 2012, for the sale of Language Key Training Ltd. [incorporated by reference to Exhibit 10.17 of the Company’s Current Report on Form 10-K filed with the SEC on July 31, 2013]

Placement and M&A Agreement between Mount Knowledge Holdings, Inc. and Chardan Capital Markets dated May 21, 2012 [incorporated by reference to Exhibit 10.18 of the Company’s Current Report on Form 10-K filed with the SEC on July 31, 2013]

Share Purchase Agreement between Mount Knowledge Holdings Inc. and Sans Software Frontiere S.A. dated December 28, 2012, for the sale of Mount Knowledge Asia Ltd. [incorporated by reference to Exhibit 10.19 of the Company’s Current Report on Form 10-K filed with the SEC on July 31, 2013]

Share Purchase Agreement between Mount Knowledge Holdings Inc. and Sans Software Frontiere S.A. dated December 28, 2012, for the sale of Mount Knowledge USA Inc. [incorporated by reference to Exhibit 10.20 of the Company’s Current Report on Form 10-K filed with the SEC on July 31, 2013]

Separation and Settlement Agreement between Mount Knowledge Holdings Inc. and Birch First Global Investments Inc. [incorporated by reference to Exhibit 10.21 of the Company’s Current Report on Form 10-K filed with the SEC on July 31, 2013]

Mutual Indemnification and Release Agreement between Mount Knowledge Holdings Inc. and Mount Knowledge Asia Ltd and Dirk Haddow and Matthew John Bentley [incorporated by reference to Exhibit 10.22 of the Company’s Current Report on Form 10-K filed with the SEC on July 31, 2013]

Stock Purchase Agreement between Mount Knowledge Holdings Inc. and George Kaufman [incorporated by reference to Exhibit 10.23 of the Company’s Current Report on Form 10-K filed with the SEC on July 31, 2013]

14.1

Code of Ethics [incorporated by reference to Exhibit 14.1 of the Company’s Annual Report on Form 10-KSB filed with the SEC on February 13, 2008]

21.1

Subsidiaries

31.1*

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002


101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Schema

101.CAL*

XBRL Taxonomy Calculation Linkbase

101.DEF*

XBRL Taxonomy Definition Linkbase

101.LAB*

XBRL Taxonomy Label Linkbase

101.PRE*

XBRL Taxonomy Presentation Linkbase


In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.


*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of this annual report or purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.



31



SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MOUNT KNOWLEDGE HOLDINGS, INC.

By /s/ James D. Beatty
      James D. Beatty 
      President, Treasurer, Chief Executive Officer 
       and Chief Financial Officer 
      (Principal Executive Officer, Principal Accounting Officer 
       and Principal Financial Officer)

Date: October 2, 2013








Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the registrant and in the capacities and on the dates indicated have signed this report below.

By /s/ James D. Beatty
      James D. Beatty 
      President, Treasurer, Chief Executive Officer, 
      Chief Financial Officer, and Director 
      (Principal Executive Officer, Principal Accounting Officer 
       and Principal Financial Officer)

Date: October 2, 2013



 



32




Exhibit 31.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OFTHE SARBANES-OXLEY ACT OF 2002

I, James D. Beatty, certify that:


 

 

 

1.

I have reviewed this Annual Report on Form 10-Q of Mount Knowledge Holdings, Inc.

 

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

 

4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

 

(a) 

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  

 

 

 

(b) 

 designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financials statements for external purposes in accordance with generally accepted accounting principles; 

 

 

 

(c) 

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

 

 

 

(d)  

 disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

 

 

5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant 's auditors and the audit committee of the registrant's board of directors:

 

 

 

(a)  

all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and  

 

 

 

 

(b)  

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.



Date: October 2, 2013

By 
/s/ James D. Beatty
James D. Beatty 
President, Treasurer, Chief Executive Officer 
and Chief Financial Officer 
(Principal Executive Officer, Principal Accounting Officer 
and Principal Financial Officer)



33



Exhibit 32.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, James D. Beatty, Chief Executive Officer and Chief Financial Officer of Mount Knowledge Holdings, Inc. (the “Company”) hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


 

 

(1)

the Annual Report on Form 10-Q of the Company for the nine months ended September 30, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

 

 

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


 

 

 

Dated: October 2, 2013

By:

/s/ James D. Beatty

 

 

James D. Beatty

 

 

President, Treasurer, Chief Executive

 

 

Officer and Chief Financial Officer

 

 

(Principal Executive Officer, Principal Accounting

 

 

Officer and Principal Financial Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Mount Knowledge Holdings, Inc. and will be retained by Mount Knowledge Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.





34


Exhibit 21.1


SUBSIDIARIES



For the three months ended September 30, 2012, the corporate structure of the Company, after the sale and disposition of certain operating subsidiaries during the first quarter of 2012, consisted of the following:

 

(a)

100% ownership interest of Mount Knowledge Asia Ltd., Hong Kong (“MKA”);

(b)

100% ownership interest of MTK USA.


For the year ended December 31, 2012, the corporate structure of the Company, after the sale and disposition of the remaining operating subsidiaries during the fourth corporate of 2012, respectively, consisted of no subsidiaries.




35