Cybergy (CYBG) 10-Q 25 Oct 13 2013 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2013
Document and Entity Information:
Entity Registrant Name	MOUNT KNOWLEDGE HOLDINGS, INC.
Document Type	10-Q
Document Period End Date	31-Mar-13
Amendment Flag	TRUE
Amendment Description	XBRL was not previously filed
Entity Central Index Key	1397951
Current Fiscal Year End Date	-19
Entity Common Stock, Shares Outstanding	199,996,250
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1

MOUNT_KNOWLEDGE_HOLDINGS_INC_C

MOUNT KNOWLEDGE HOLDINGS, INC.- Condensed Balance Sheets (USD $)	Mar. 31, 2013		Dec. 31, 2012
Current Assets:
Cash	$323		$233
Due from related party			2,100
Total current assets	323		2,333
TOTAL ASSETS	323		2,333
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable and accrued liabilities, current	214,835		226,309
Due to related parties	400
Notes payable	550,000		550,000
Derivative liability	7,152,514		2,594,068
Total Current Liabilities	7,917,749		3,370,377
Total Liabilities	7,917,749		3,370,377
Stockholders' deficit:
Preferred stock	2,541	[1]	1,610	[1]
Common stock	20,000	[2]	19,070	[2]
Additional paid-in capital	6,459,825		5,845,951
Common stock to be issued			122,000
Accumulated other comprehensive loss	-20,788		-20,788
Deficit, pre-development stage	-11,735,422		-11,735,422
Retained earnings (deficit), development stage	-2,643,582		2,399,535
Total stockholders' deficit	-7,917,426		-3,368,044
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$323		$2,333
[1]	$0.0001 par value, 100,000,000 shares authorized, 50,000,000 shares, designated as Series A convertible preferred stock, $0.0001 par value, 25,000,000 shares and 8,888,888 issued at March 31, 2013 and December 31, 2012 and 25,413,083 shares and 16,097,296 shares outstanding at March 31, 2013 and December 31, 2012
[2]	$0.0001 par value, 200,000,000 shares authorized, 199,996,250 and 190,695,096 issued and outstanding at March 31, 2013 and December 31, 2012

MOUNT_KNOWLEDGE_HOLDINGS_INC_C1

MOUNT KNOWLEDGE HOLDINGS, INC. Condensed Statements of Operations (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Income Statement
Sales revenue
Cost of goods sold
Gross profit
Operating Expenses:
General and administrative expenses	460,351	129,506	562,229
Total operating expenses	460,351	129,506	562,229
Loss from operations	-460,351	-129,506	-562,229
Other income
Interest expense	-24,320	-20,045	-93,715
Gain on sale of intellectual property
Change in fair value of derivative liability	-4,558,446	294,281	-7,116,621
Gain on debt extinguishment			12,633
Net (loss) from continuing operations	-5,043,117	144,730	-7,759,932
Discontinued operations:
Income (loss) from discontinued operations		5,096
Gain on disposal of subsidiary		174,736
Net Income (Loss)	-5,043,117	324,562	-7,759,932
Net loss attributable to non-controlling interest		-3,004
Net Income (Loss) attributable to Common shareholders	-5,043,117	327,566	-7,759,932
Net Income (Loss)	-5,043,117	324,562	-7,759,932
Foreign Currency Translation Adjustments			-2,167
Comprehensive (Loss)	-5,043,117	324,562	-7,762,099
Comprehensive loss attributable to non-controlling interest		-3,004
Comprehensive loss attributable to common shareholders	($5,043,117)	$327,566	($7,762,099)
Weighted average number of common shares outstanding- basic and diluted	194,605,301	110,313,133
Net loss from continuing operations per common share- basic and diluted	($0.03)	($0.01)
Net loss from discontinuing operations per common share- basic and diluted	$0	$0
Net loss per common share- basic and diluted	($0.03)	($0.01)

MOUNT_KNOWLEDGE_HOLDINGS_INC_C2

MOUNT KNOWLEDGE HOLDINGS, INC. Condensed Statements of Cash Flows (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Cash flows from operating activities:
Net (loss) attributable to Common shareholders	($5,043,117)	$327,566	($2,643,583)
Adjustments to reconcile net loss to net cash used in operating activities:
Net loss attributable to non-controlling interest in subsidiary		-3,004
Shares issued for consulting service provided	437,941		437,941
Gain on debt extinguishment			-12,633
Changes in fair value of derivative liability	4,558,446	-294,280	2,000,271
(Gain) Loss on disposal of subsidiary		-174,736
Changes in operating assets and liabilities:
Changes in assets held for sale		46,294
Accounts payable and accrued liabilities, increase decrease	24,320	-12,956	93,715
Other payable		-51,960
Due to/from related party			-116,000
Net cash used in operating activities	-22,410	-163,076	-240,288
Cash flows from investing activities:
Collection of advances/loans to related party	2,500		400
Net cash provided by investing activities	2,500		400
Cash flows from financing activities:
Proceeds from note payable		100,000
Proceeds from share issuances	20,000		120,000
Share subscriptions received			122,000
Net cash provided by financing activities	20,000	100,000	242,000
Effect of exchange rate changes on cash			-2,167
Net Increase (decrease) in Cash	90	-63,076	-55
Cash, beginning of period	233	63,454	378
Cash, end of period	323	378	323
Supplemental Disclosure of Cash Flow Information:
Interest expense paid
Income taxes paid
Non-Cash Investing and Financing Activities:
Common stock issued in exchange for shares of Mount Knowledge USA Inc.			-446,953
Warrants issued in exchange for shares of Mount Knowledge USA Inc.			$446,953

Note_1_Business_Basis_of_Prese

Note 1 - Business, Basis of Presentation and Significant Accounting Policies	3 Months Ended
	Mar. 31, 2013
Notes
Note 1 - Business, Basis of Presentation and Significant Accounting Policies	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.
	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.
	On December 28, 2012, the Company sold its remaining subsidiary companies, comprising MKA and MTK USA
	At March 31, 2013 and December 31, 2012, the corporate structure of the Company consisted of only its own corporate accounts, with no ownership in any subsidiary companies.
	Basis of Presentation
	These unaudited condensed 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, 2013. These unaudited condensed and 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 for the year ended December 31, 2012.
	The accompanying interim condensed consolidated financial statements have been prepared in accordance with U.S, generally accepted accounting principles (“US GAAP”). In 2013 and 2012 the Company’s functional currency is the US dollar. In 2012 the LK Group’s functional currencies was the Chinese Renminbi (“RMB¥”) and Hong Kong dollar (“HKD$”); however the accompanying condensed financial statements were translated and presented in United States Dollars (“USD$”).
	Consolidation
	The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, all of which had been disposed of by December 28, 2012. Intercompany balances and transactions have been eliminated in preparing the accompanying 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 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
	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 March 31, 2013 and December 31, 2012, the Company had 25,413,083 stock equivalents that were anti-dilutive and excluded in the earnings per share computation.
	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.
	Comprehensive Income
	The Company had adopted ASC 220, 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.
	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.
	Derivative Liability
	Pursuant to ASC 815, “Derivatives and Hedging”, on March 31, 2013 and at the end of subsequent quarterly periods, the Company recorded mark-to-market adjustments based on the fair value of the derivative liability on those dates, which resulted in a charge of $4,558,446 for the three months ended March 31, 2013. The fair value of the derivative liability was determined using the Black Scholes option pricing model, using the following data and assumptions:
		31-Mar-13
	Quoted market price	$0.16
	Conversion price	$0.50
	Expected volatility	459%
	Expected dividends	$nil
	Expected term	1 year
	Risk-free interest rate	0.13%
	As of March 31, 2013, the number of common shares that could be potentially issued to settle the conversion of the preferred stock is 3,750 common shares.
	The following table sets forth, by level, with the fair value hierarchy, the Company’s financial assets and liabilities, measured at fair value on March 31, 2013.
		Level 1		Level 2		Level 3		Total
	Assets
	None	$	-	$	-	$	-	$	-
	Liabilities
	Derivative Financial instruments – Convertible preferred stock	$	-	$	-	$	3,914,697	$	3,914,697
	Derivative Financial instruments – warrants	$	-	$	-	$	3,237,817	$	3,237,817
	The following table summarizes the derivative liability included in the balance sheets to March 31, 2013:
	Balance at December 31, 2012	$	2,594,068
	Derivative liability related to preferred stock conversion feature		3,222,793
	Change of derivative liability related to 2011 and 2012 warrants issued		1,335,653
	Balance at March 31, 2013	$	7,152,514
	Recently Issued Accounting Pronouncements
	-          Adopted
	Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210):  Disclosures about Offsetting Assets and Liabilities (ASU 2011-11).  The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position.  Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013.  The adoption of this update did not have a material impact on the financial statements.
	Effective January 2013, we adopted FASB 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 adoption of this update did not have a material impact on the financial statements.
	-          Not Adopted
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our financial statements.
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), 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

Note 2 - Going Concern	3 Months Ended
	Mar. 31, 2013
Notes
Note 2 - Going Concern	Note 2 - Going Concern
	The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying condensed financial statements, the Company had a net loss for the three months ended March 31, 2013 of $5,043,117, working capital deficit of $7,917,427 and accumulated deficit of $14,379,005 as of March 31, 2013. These conditions raise substantial doubt as to the Company’s 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 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.

Note_3_Notes_Payable

Note 3 - Notes Payable	3 Months Ended
	Mar. 31, 2013
Notes
Note 3 - Notes Payable	Note 3 – Notes Payable
	(a) During 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 Company’s 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
	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.
	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) by which Birch First Advisors, LLC pledged as collateral 18,261,690 common stock shares to the note holders under the securities purchase agreement. 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.
	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.

Note_4_Related_Party_Transacti

Note 4 - Related Party Transactions	3 Months Ended
	Mar. 31, 2013
Notes
Note 4 - Related Party Transactions	Note 4 - 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.
	During the three months ended March 31, 2013, the related parties consisted of the following:
	(1) Birch First Advisors, LLC, an affiliate and consultant to the Company;
	(2) Birch First Global Investments, Inc., an affiliate to the Company;
	During the year ended December 31, 2012, the related parties consisted of the following:
	(1) The Language Key China Ltd. Guangzhou (“LKGZ”), branch office of LKA’s 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 Company’s 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:
		31-Mar-13		31-Dec-12
	Birch First Global Investments, Inc.	$	-	$	2,100
	Due to related party consists of the following:
				31-Mar-13			31-Dec-12
	Birch First Global Investments, Inc.			$		400	$	-
	As at March 31, 2013 and December 31, 2012, the amount owing to Birch First Global Investments, Inc. was $400 and amount owing by Birch First Global Investments, Inc. was $2,100, respectively. This represented a receivable and a payable for loans with the Company by an affiliate of the Company.

Note_5_Stockholders_Deficit

Note 5 - Stockholders' Deficit	3 Months Ended
	Mar. 31, 2013
Notes
Note 5 - Stockholders' Deficit	Note 5 – Stockholders’ Deficit
	Authorized Shares
	As of March 31, 2013 and December 31, 2012, the Company’s 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.
	Series A Convertible Preferred Stock
	(a)  By resolution of the Board of Directors, on February 4, 2011, the Company was granted a Certificate of Designation for Nevada Profit Corporations by the Nevada Secretary of State, whereby the Company established a series of the Company’s preferred  stock, consisting of 50,000,000 shares of its preferred stock,  par value $0.0001 per  share, designated as “Series A Convertible Preferred Stock”, having the voting rights, designations, preferences, limitations, restrictions, options, conversion rights and other special or relative rights set forth in the Certificate  of Designation. Voting rights will be equal to those of common shares.
	On February 1, 2011, 8,888,888 shares of preferred stock were issued as partial consideration in the acquisition of Mount Knowledge USA Inc. The Certificate of Designation provides for conversion rate adjustments, whereby if at any time following February 1, 2011, the Company sells or grants any option to purchase or otherwise disposes of or issues any common stock entitling any person to acquire shares of common stock at a price that is lower than $1 (“dilutive issuance”), then, in order to maintain anti-dilution, the Company will issue additional shares of convertible preferred stock (“make whole shares”) to the holders of outstanding shares of convertible preferred stock. Conversion rates are defined to be two shares of common stock per share of convertible preferred stock, with quarterly conversion dates, and the quarterly conversion period are to commence on February 1, 2013 and terminating on February 1, 2014.
	Also, after February 1, 2014, at the option of the holder of convertible preferred stock, the holder may elect to convert, on any conversion date, all or any portion of their respective shares into fully paid and non-assessable shares of common stock.
	Due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion option embedded in the convertible preferred stock, the conversion feature is classified as a derivative liability and recorded at fair value.
	(b)     During the three months ended March 31, 2013, the Company issued a further 16,111,112 Series A preferred shares of stock to Access Alternative Group S.A., as follows: 7,641,963 shares for make-whole provisions under the Company’s anti-dilution provisions, and 8,469,149 shares in exchange for consulting services rendered, having a fair value of $84,691.
	Common Stock – Mount Knowledge Holdings Inc.
	Three months ended March 31, 2013
	(a) 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.
	(b) 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 $326,250.
	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.
	(c) 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.
	(d) 2013 Issuances of 2012 Share Subscriptions Received
	The Company issued 6,100,000 shares of its common stock in the first quarter of 2013 for the following funds and share subscriptions received in 2012:
	(i) On October 4, 2012, the Company accepted 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 accepted 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 accepted 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.
	Year ended December 31, 2012
	(a) 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.
	(b) 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.
	(c) 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).
	(d) 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 the 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.
	Common Stock – Mount Knowledge USA Inc.
	Year ended December 31, 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.
	Share Purchase Warrants
	Three months ended March 31, 2013
	The Company did not issue any share purchase warrants.
	Year ended December 31, 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 49,737,640 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.
	A summary of the common stock warrant activity for the three months ended March 31, 2013 and for the year ended December 31, 2012 is as follows:
		Weighted Average Exercise Price
	Number
	Of
	Shares
		Balance at December 31, 2011	25,557,257		0.19
		Granted June 20, 2012	6,244,702		0.5
		Granted June 20,2012	12,434,410		0.5
		Balance at December 31, 2012	44,236,369	$	0.32
		Expiration of warrants issued in 2010	-24,000,000		-0.18
		Balance at March 31, 2013	24,236,369	$	0.5
	The exercise price and the weighted average remaining life of the warrants outstanding at March 31, 2013 were $0.50 and 4.15 years, respectively.

Note_6_Discontinued_Operations

Note 6 - Discontinued Operations	3 Months Ended
	Mar. 31, 2013
Notes
Note 6 - Discontinued Operations	Note 6 – Discontinued Operations
	a) 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. The net gain on disposal of subsidiaries was $174,736, which was reported as part of “discontinued operations” for the year ended December 31, 2012.
	b) 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. At December 28, 2012, these companies had no liabilities. The Company’s management made the decision to sell 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.

Note_7_Contingent_Liabilities_

Note 7 - Contingent Liabilities and Contractual Obligations	3 Months Ended
	Mar. 31, 2013
Notes
Note 7 - Contingent Liabilities and Contractual Obligations	Note 7 – Contingent Liabilities and Contractual Obligations
	(a) Settlement of Employment Claim of Key Executive of Subsidiary and 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.
	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.
	(b) Definitive Agreement to Purchase Forum Mobile-Israel Ltd.
	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.
	Execution of Letter of Intent
	On March 19, 2013, the Company entered into a Definitive Agreement with Forum Mobile Inc., a Delaware company publicly-traded on the US Over-the-Counter Stock Exchange (“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.
	(c) 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_8_Subsequent_Events

Note 8 - Subsequent Events	3 Months Ended
	Mar. 31, 2013
Notes
Note 8 - Subsequent Events	Note 8 – Subsequent Events
	(a) 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.
	(b) 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.

Note_1_Business_Basis_of_Prese1

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Organization (Policies)	3 Months Ended
	Mar. 31, 2013
Policies
Organization	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.
	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.
	On December 28, 2012, the Company sold its remaining subsidiary companies, comprising MKA and MTK USA
	At March 31, 2013 and December 31, 2012, the corporate structure of the Company consisted of only its own corporate accounts, with no ownership in any subsidiary companies.

Note_1_Business_Basis_of_Prese2

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2013
Policies
Basis of Presentation	Basis of Presentation
	These unaudited condensed 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, 2013. These unaudited condensed and 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 for the year ended December 31, 2012.
	The accompanying interim condensed consolidated financial statements have been prepared in accordance with U.S, generally accepted accounting principles (“US GAAP”). In 2013 and 2012 the Company’s functional currency is the US dollar. In 2012 the LK Group’s functional currencies was the Chinese Renminbi (“RMB¥”) and Hong Kong dollar (“HKD$”); however the accompanying condensed financial statements were translated and presented in United States Dollars (“USD$”).

Note_1_Business_Basis_of_Prese3

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Consolidation (Policies)	3 Months Ended
	Mar. 31, 2013
Policies
Consolidation	Consolidation
	The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, all of which had been disposed of by December 28, 2012. Intercompany balances and transactions have been eliminated in preparing the accompanying financial statements.

Note_1_Business_Basis_of_Prese4

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Development Stage Activities (Policies)	3 Months Ended
	Mar. 31, 2013
Policies
Development Stage Activities	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.

Note_1_Business_Basis_of_Prese5

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Use of Estimates (Policies)	3 Months Ended
	Mar. 31, 2013
Policies
Use of Estimates	Use of Estimates
	In preparing these 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Note_1_Business_Basis_of_Prese6

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Financial Instruments and Concentration of Risk (Policies)	3 Months Ended
	Mar. 31, 2013
Policies
Financial Instruments and Concentration of Risk	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.

Note_1_Business_Basis_of_Prese7

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Basic and Diluted Loss Per Share (Policies)	3 Months Ended
	Mar. 31, 2013
Policies
Basic and Diluted Loss Per Share	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 March 31, 2013 and December 31, 2012, the Company had 25,413,083 stock equivalents that were anti-dilutive and excluded in the earnings per share computation.

Note_1_Business_Basis_of_Prese8

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Foreign Currency Translation (Policies)	3 Months Ended
	Mar. 31, 2013
Policies
Foreign Currency Translation	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.

Note_1_Business_Basis_of_Prese9

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Comprehensive Income (Policies)	3 Months Ended
	Mar. 31, 2013
Policies
Comprehensive Income	Comprehensive Income
	The Company had adopted ASC 220, 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.

Recovered_Sheet1

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Share-based Payments (Policies)	3 Months Ended
	Mar. 31, 2013
Policies
Share-based Payments	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.

Recovered_Sheet2

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Related Parties (Policies)	3 Months Ended
	Mar. 31, 2013
Policies
Related Parties	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.

Recovered_Sheet3

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Derivatives, Policy (Policies)	3 Months Ended
	Mar. 31, 2013
Policies
Derivatives, Policy	Derivative Liability
	Pursuant to ASC 815, “Derivatives and Hedging”, on March 31, 2013 and at the end of subsequent quarterly periods, the Company recorded mark-to-market adjustments based on the fair value of the derivative liability on those dates, which resulted in a charge of $4,558,446 for the three months ended March 31, 2013. The fair value of the derivative liability was determined using the Black Scholes option pricing model, using the following data and assumptions:
		31-Mar-13
	Quoted market price	$0.16
	Conversion price	$0.50
	Expected volatility	459%
	Expected dividends	$nil
	Expected term	1 year
	Risk-free interest rate	0.13%
	As of March 31, 2013, the number of common shares that could be potentially issued to settle the conversion of the preferred stock is 3,750 common shares.
	The following table sets forth, by level, with the fair value hierarchy, the Company’s financial assets and liabilities, measured at fair value on March 31, 2013.
		Level 1		Level 2		Level 3		Total
	Assets
	None	$	-	$	-	$	-	$	-
	Liabilities
	Derivative Financial instruments – Convertible preferred stock	$	-	$	-	$	3,914,697	$	3,914,697
	Derivative Financial instruments – warrants	$	-	$	-	$	3,237,817	$	3,237,817
	The following table summarizes the derivative liability included in the balance sheets to March 31, 2013:
	Balance at December 31, 2012	$	2,594,068
	Derivative liability related to preferred stock conversion feature		3,222,793
	Change of derivative liability related to 2011 and 2012 warrants issued		1,335,653
	Balance at March 31, 2013	$	7,152,514

Recovered_Sheet4

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies)	3 Months Ended
	Mar. 31, 2013
Policies
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements
	-          Adopted
	Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210):  Disclosures about Offsetting Assets and Liabilities (ASU 2011-11).  The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position.  Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013.  The adoption of this update did not have a material impact on the financial statements.
	Effective January 2013, we adopted FASB 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 adoption of this update did not have a material impact on the financial statements.
	-          Not Adopted
	In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our financial statements.
	In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.
	Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), 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.

Recovered_Sheet5

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Derivatives, Policy: Schedule of Derivative Liabilities at Fair Value (Tables)	3 Months Ended
	Mar. 31, 2013
Tables/Schedules
Schedule of Derivative Liabilities at Fair Value
		31-Mar-13
	Quoted market price	$0.16
	Conversion price	$0.50
	Expected volatility	459%
	Expected dividends	$nil
	Expected term	1 year
	Risk-free interest rate	0.13%

Recovered_Sheet6

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Derivatives, Policy: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables)	3 Months Ended
	Mar. 31, 2013
Tables/Schedules
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
		Level 1		Level 2		Level 3		Total
	Assets
	None	$	-	$	-	$	-	$	-
	Liabilities
	Derivative Financial instruments – Convertible preferred stock	$	-	$	-	$	3,914,697	$	3,914,697
	Derivative Financial instruments – warrants	$	-	$	-	$	3,237,817	$	3,237,817

Recovered_Sheet7

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Derivatives, Policy: Schedule of Derivative Instruments (Tables)	3 Months Ended
	Mar. 31, 2013
Tables/Schedules
Schedule of Derivative Instruments
	Balance at December 31, 2012	$	2,594,068
	Derivative liability related to preferred stock conversion feature		3,222,793
	Change of derivative liability related to 2011 and 2012 warrants issued		1,335,653
	Balance at March 31, 2013	$	7,152,514

Note_4_Related_Party_Transacti1

Note 4 - Related Party Transactions: Due From Related Parties Consists of The Following (Tables)	3 Months Ended
	Mar. 31, 2013
Tables/Schedules
Due From Related Parties Consists of The Following:	Due from related parties consists of the following:
		31-Mar-13		31-Dec-12
	Birch First Global Investments, Inc.	$	-	$	2,100

Note_4_Related_Party_Transacti2

Note 4 - Related Party Transactions: Due To Related Party Consists of The Following (Tables)	3 Months Ended
	Mar. 31, 2013
Tables/Schedules
Due To Related Party Consists of The Following:	Due to related party consists of the following:
		31-Mar-13		31-Dec-12
	Birch First Global Investments, Inc.	$	400	$	-

Note_5_Stockholders_Deficit_A_

Note 5 - Stockholders' Deficit: 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 (Tables)	3 Months Ended
	Mar. 31, 2013
Tables/Schedules
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:
		Weighted Average Exercise Price
	Number
	Of
	Shares
		Balance at December 31, 2011	25,557,257		0.19
		Granted June 20, 2012	6,244,702		0.5
		Granted June 20,2012	12,434,410		0.5
		Balance at December 31, 2012	44,236,369	$	0.32
		Expiration of warrants issued in 2010	-24,000,000		-0.18
		Balance at March 31, 2013	24,236,369	$	0.5

Note_3_Notes_Payable_Details

Note 3 - Notes Payable (Details) (USD $)	12 Months Ended
	Dec. 31, 2011	Jan. 11, 2012
	Lenders	Vukota Capital Management
Notes Issued3	$450,000
Note Interest Rate	15.00%
Conversion Price Per Share	$0.15
Notes Issued		$100,000

Note_4_Related_Party_Transacti3

Note 4 - Related Party Transactions: Due From Related Parties Consists of The Following (Details) (Birch First Global Investments, Inc., USD $)	Dec. 31, 2012
Birch First Global Investments, Inc.
Due from Related Parties	$2,100

Note_4_Related_Party_Transacti4

Note 4 - Related Party Transactions: Due To Related Party Consists of The Following (Details) (Birch First Global Investments, Inc., USD $)	Mar. 31, 2013
Birch First Global Investments, Inc.
Due to Related Parties	$400

Note_5_Stockholders_Deficit_De

Note 5 - Stockholders' Deficit (Details) (USD $)	12 Months Ended												12 Months Ended		12 Months Ended
	Dec. 31, 2012	Jun. 18, 2013	Mar. 31, 2013	Mar. 15, 2013	Mar. 01, 2013	Dec. 14, 2012	Dec. 04, 2012	Oct. 04, 2012	Aug. 09, 2012	Jul. 05, 2012	Jun. 20, 2012	Jun. 20, 2012	Dec. 31, 2012	Jun. 18, 2012	Dec. 31, 2012
					Mount Knowledge Holdings Inc.	Mount Knowledge Holdings Inc.	Mount Knowledge Holdings Inc.	Mount Knowledge Holdings Inc.	Mount Knowledge Holdings Inc.	Mount Knowledge Holdings Inc.	Mount Knowledge Holdings Inc.	MTK USA Shareholders	Mount Knowledge USA, Inc.	Mount Knowledge USA, Inc.	Access and Jensen
Preferred Units, Authorized			100,000,000
Series A Authorized			50,000,000
Common Stock, Shares Authorized			200,000,000
Preferred Stock, Par or Stated Value Per Share			$0.00
Common stock to be issued	122,000	100,000			1,000,000	1,000,000	5,000,000	100,000				24,978,806
Common Stock, Par or Stated Value Per Share		$0.20			$0.02	$0.02	$0.02	$0.02	$0.02	$0.02	$0.00	$0.00
Total Proceeds		$20,000			$20,000	$20,000	$100,000	$2,000	$50,000	$50,000
Restricted Common Stock				62,500
Grants Receivable				326,250
Common Stock, Shares, Issued				238,654					2,500,000	2,500,000	24,978,806
Common Stock Value Per Share1				$0.15
Company Obligations				35,795
Fair Value Assumptions, Exercise Price												$0.50		$0.50
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right												12,434,410	6,244,702		12,434,410
Notes Payable, Current														150,000
Deposit Liabilities, Accrued Interest														$10,950
Shares Extinguished														4,237,640
Investment Warrants, Exercise Price	$0.50														$0.50
Common Stock Shares Issued 1													49,737,640

Note_5_Stockholders_Deficit_A_1

Note 5 - Stockholders' Deficit: 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 (Details) (USD $)	12 Months Ended
	Dec. 31, 2010	Mar. 31, 2013	Dec. 31, 2012	Jun. 20, 2012	Jun. 19, 2012	Dec. 31, 2011
Details
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number		24,236,369	44,236,369			25,557,257
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price		$0.50	$0.32			$0.19
Share Based Compensation Arrangement By Share Based Payment Award Options Grants in Period 1				12,434,410	6,244,702
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price1				$0.50	$0.50
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period	-24,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price	($0.18)

Note_8_Subsequent_Events_Detai

Note 8 - Subsequent Events (Details) (USD $)	Jun. 18, 2013	30-May-13	Dec. 31, 2012
Details
Promissory Note		$40,000
Common stock to be issued	100,000		122,000
Common Stock, Par or Stated Value Per Share	$0.20
Total Proceeds	$20,000