Mount Knowledge Holdings (PINK:MKHD)

NEW YORK, NY--(Marketwire - March 20, 2013) -  Mount Knowledge Holdings, Inc. (PINKSHEETS: MKHD), a software development and sales company focused on providing innovative technology solutions, announced today that it entered into a Definitive Agreement on March 19^th, 2013 to acquire Forum Mobile Israel, a Mobile Virtual Network Enabler (MVNE) and value added reseller (VAR) of global-best-in-class cloud products and services in a share exchange agreement pursuant to which its shareholders will become the majority owner of MKHD.

Mount Knowledge CEO Jim Beatty stated, "We're very excited to be acquiring a company within the big data realm, an area outpacing growth of the overall technology sector by a significant multiple. Forum Mobile is managed by a group of seasoned business and technology professionals. The company is positioned for a high and consistent growth rate across 3 business lines in multiple geographies. The cloud-based MVNE platform is expanding quickly to support a new crop of global Mobile Virtual Network Operators (MVNOs) capitalizing on next generation mobile solutions like mobile marketing, customer loyalty programs and mobile payment platforms, in an ever-expanding mobile marketplace."

Forum Mobile CEO and Chairman Ami Segal commented, "The transaction with MKHD is part of our plan to leverage the capital markets to execute our growth strategy by increasing our reputation among investors and potential M&A candidates. M&A in the space is very active and Forum sees itself as a platform, which will integrate cutting-edge technologies to provide the most comprehensive and advanced MVNE available anywhere in the cloud. We are in preliminary discussions with a number of potential candidates for merger, acquisition and/or joint venture which could dramatically accelerate our model and position us well for significant growth subsequent to the completion of the acquisition."

Just 4 years from inception, Forum Mobile had consolidated, unaudited pro-forma revenues of more than US$22MM for 2012 including its activity as a VAR for such brands as HP, Juniper, WebSense, VMware, as well as providing the cloud-based end-to-end mobile technology infrastructure for its partner Home Cellular, an Israeli MVNO launched in April 2012.

NEW YORK, June 19, 2012 (GLOBE NEWSWIRE) -- Mount Knowledge Holdings, Inc. (OTCBB:MKHD), a software development and sales company, announced that on June 15, 2012, it executed a Letter of Intent (LOI) to merge with Global Convergence Solutions, Inc. (GCS) of New Jersey, a leading pioneer in inter-carrier Operational and Business Support Systems (OSS & BSS) for the worldwide telecommunications marketplace.

Founded in 2006, GCS delivers innovative solutions that address some of the most complex areas of telecommunications carrier operations, to some of the world's most dynamic and largest carriers that include: Earthlink, KDDI, IBasis and Sify.

According to Neal Axelrad, CEO of GCS, "We are thrilled to have the opportunity to explore a combination of MKHD and GCS that will allow us to accelerate our growth and address our ongoing capital needs." He continued, "We believe that this combination provides us with an opportunity to accelerate our strategic initiatives that we believe will revolutionize the global telecommunications market for every carrier."

Jim Beatty, CEO & Chairman of MKHD commented, "Since assuming the leadership role at MKHD, our team has diligently focused their efforts on a strategic acquisition plan designed to add value for our shareholders." He continued, "We are pleased and enthusiastic about the prospect of a merger with GCS. We believe that the combination of their high-growth market niche, cutting-edge technologies and GCS' seasoned management team, form an attractive opportunity for our shareholders."

As a condition of the LOI, 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 July 20, 2012, with a subsequent date of closing (the "Closing Date"), to be mutually agreed to by both parties. To date, the parties have not executed a Definitive Agreement and there is no guarantee or assurance that the parties will execute a Definitive Agreement.

In pursuit of strategic financial and growth opportunities, GCS retained Source Capital Group as its investment banking advisor. Neal Axelrad, "We've known the team at Source Capital for years. They have been instrumental in helping us arrive at this LOI and we look forward to working with them as we move forward in this process."

MKHD has retained Chardan Capital Markets, LLC as its investment banking advisor in the transaction.

On March 31, 2012, Daniel A. Carr resigned as Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary of the Corporation, effective immediately. The resignation of Mr. Carr was not a result of any disagreements relating to the Company’s operations, policies or practices.

On September 14, 2011 (the “Closing Date”), Mount Knowledge Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) pursuant to which the Company issued to Deja Vu Ltd., a Turks and Caicos company (the “Purchaser”), a promissory note (the “Note”) in the principal amount of $100,000 (the “Principal Amount”). The Note matures one year from the Closing Date (the “Maturity Date”).

MOUNT KNOWLEDGE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Stated in US dollars)
(Unaudited)

	SUCCESSOR COMPANY	PREDECESSOR COMPANY	SUCCESSOR COMPANY	PREDECESSOR COMPANY
	THREE MONTHS ENDED JUNE 30, 2011	THREE MONTHS ENDED JUNE 30, 2010	SIX MONTHS ENDED JUNE 30, 2011	SIX MONTHS ENDED JUNE 30, 2010
Sales revenue	$ 534,045	$ 484,856	$ 974,330	$ 813,784
Cost of goods sold	279,980	208,023	520,806	379,087
Gross profit	254,065	276,833	453,524	434,697
Operating expenses:
Selling expenses	16	-	2,735	-
General and administrative expenses	956,489	152,164	1,932,885	375,741
Total operating expenses	956,505	152,164	1,935,620	375,741
Income (loss) from operations	(702,440)	124,669	(1,482,096)	58,956
Other income (expense)	14,391	(43,389)	19,280	(16,374)
Interest income (expense)	(830)	74	(1,124)	76
Income (loss) before non controlling interest and income tax	(688,879)	81,354	(1,463,940)	42,658
Income taxes	-	14,682	-	14,682
Net loss attributable to non-controlling interest	208,443	-	386,464	-
Net income (loss) attributable to common shareholders	$ (480,436)	$ 66,672	$ (1,077,476)	$ 27,976
Other Comprehensive Income (Loss)
Net income (loss)	$ (688,879)	$ 66,672	$ (1,463,940)	$ 27,976
Foreign currency translation adjustment	(3,335)	874	(6,803)	445
Total Comprehensive Income (Loss)	$ (692,214)	$ 67,546	$ (1,470,743)	$ 28,421
Net loss per share- basic and diluted	$ (0.005)	-	(0.01)	-
Weighted average number of common shares outstanding- basic and diluted	99,841,372	-	99,959,962	-

Management believes that our current cash on hand will not meet 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 sales revenue within the next twelve (12) months, but that these sales revenues will 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.

On December 31, 2010, Mount Knowledge Holdings, Inc. entered into a Definitive Agreement  with Mount Knowledge USA, Inc. and Birch First Advisors, LLC pursuant to which the Company acquired 11,166,690 shares of common stock, par value $0.0001 per share, of MTK USA  and 8,888,888 shares  of Series A Convertible Preferred Stock, par value $0.0001 per share, of MTK USA. In exchange for the MTK Securities, the Company issued 11,166,690 shares ) of its common stock, par value $0.0001 per share and 8,888,888 shares of its Series A Convertible Preferred Stock, par value $0.0001 per share, together with the Company Common Shares and the Company Series A Shares.

As a result of the transactions contemplated by the Agreement, Birch First now owns a total of 18,591,690 shares of Company Common Stock and 8,888,888 shares of Company Series A Preferred Stock and previously issued warrants to purchase 2,000,000 shares of Company Common Stock.

Mount Knowledge Holdings expands its presence in China via a reverse merger transaction with of Language Key.

The acquisition of Language Key extends Mount Knowledge’s market potential and enables it to provide an even more comprehensive language learning solution to a large and loyal customer base. The new entity will combine the Language Key brand with Mount Knowledge’s portfolio of proprietary language software, including the Knowledge Generator™ Real-Time Learning System. In addition, during the restructuring of Language Key, Mount Knowledge and Language Key have partnered to create a cutting-edge Learning Management System (LMS) whereby English language learning and corporate training content will be delivered to organizations on-line while tracking the progress of each staff member. The Management of Language Key customers will have real time data on their individual and departmental achievements, and training programs can now be rolled out across any number of corporate divisions and/or locations. This e-learning platform will allow Language Key to expand its customer base at an even greater rate in an already very fast moving market.

As a result of this closing with Language Key, Mount Knowledge gains an immediate presence in the Asian B2B market and a revenue stream projected to be approximately USD $2,000,000 for Language Key’s fiscal year-end December 31, 2010. Language Key generated approximately (unaudited) USD $1,600,000 in combined revenues from its Hong Kong and China operations for the year-ending December 31, 2009, which will be consolidated in the Mount Knowledge’s financial statements in subsequent filings with the SEC as required.

We will need to obtain additional financing in order to complete our business plan. We currently do not have any operations and we have no income. We are an early stage company and we have not realized any revenues to date. As of October 31, 2009, we had cash-on-hand in the amount of $0. We have not generated any revenue to date. Given the recent rate at which we use cash in our operations, as well as the likelihood that our cash burn rate will increase once commence operations on the executed MtK License Agreement, we do not have sufficient capital to carry on operations, and we will need to raise at least $500,000 in a private placement offering to meet our financial commitments for at least the next twelve months. There is no assurance that we will be successful in raising these funds or generate these funds from the sales of MtK products. In the event were are successful, there is no assurance that the terms and conditions of these funds will be in the best interest of our company or our shareholders. We do not have any arrangements for financing and we may not be able to find such financing if required. We will need to obtain additional financing to operate our business for the next twelve months, and if we do not, our business will fail. We will raise the capital necessary to fund our business through a private offering of our common stock or units consisting of common stock and stock purchase warrants.

On May 6, 2010, the Board of Directors of Mount Knowledge Holdings, Inc, approved the execution of a non-binding Letter of Intent with THE LANGUAGE KEY TRAINING LTD, a British Virgin Islands Corporation  to purchase the collective total of approximately ninety-five (95%) percent or more of the issued and outstanding shares of Common and Preferred Stock, including Warrants, Options, and/or another issued securities of The Language Key China, Ltd., a Hong Kong Corporation (the “Holding Company”) and its wholly-owned subsidiary in China, The Language Key China Ltd., a China Corporation (the “China Subsidiary”) and The Language Key Training, Ltd., a Hong Kong Corporation, currently an independent corporation owned by the Seller which is to be acquired as a wholly-owned subsidiary of the Holding Company in this proposed transaction (the “HK Subsidiary”), collectively referred to as (the “LK Entities”). The proposed transaction would make all LK Entities wholly-owned and operated subsidiaries of the Company.

Pursuant to the Letter of Intent, the Company has agreed to:

• commit to provide a capital investment into the Holding Company in an amount equal to one million (USD $1,000,000) dollars within twelve (12) months from the Closing Date disbursed as follows:
  
  • a payment in the amount of $200,000 at the Closing Date,
  • ten (10) subsequent payments in the amount of $75,000 per month payable on the first day of each month beginning sixty (60) days after the Closing Date, and
  • a final payment in the amount of $50,000 in the twelfth (12th) month after the Closing Date, and
    
• have the Holding Company, as its majority shareholder (post transaction), provide Seller compensation at the Closing Date in the form of shares of Series A Convertible Preferred Stock in an amount equal to eight hundred thousand (800,000) shares or such other mutually agreed upon amount of shares in the Holding Company, upon the terms and conditions to be set forth in an executed Purchase Agreement, and the Series A Convertible Preferred Stock Purchase Agreement, made a part thereof.

For the year ending December 31, 2009, Language Key, collectively generated approximately (unaudited) $1,600,000 in combined revenues from its Hong Kong and China operations and is projected to achieve revenues in excess of (unaudited) $2,000,000 for the year ending December 31, 2010.

A definitive purchase agreement is anticipated to be completed on or before June 30, 2010. However, to date no definitive agreement has been entered into by the parties and it is possible that the companies will not finalize such agreement.