Cybergy (CYBG) 10-Q/A 9 Sep 14 2014 Q2 Quarterly report (amended) Financial data

Document_and_Entity_Informatio

Document and Entity Information	6 Months Ended
	Jun. 30, 2014
Document and Entity Information	'
Entity Registrant Name	'MOUNT KNOWLEDGE HOLDINGS, INC.
Document Type	'10-Q
Document Period End Date	30-Jun-14
Amendment Flag	'false
Entity Central Index Key	'0001397951
Current Fiscal Year End Date	'--12-31
Entity Common Stock, Shares Outstanding	199,996,250
Entity Filer Category	'Smaller Reporting Company
Entity Current Reporting Status	'Yes
Entity Voluntary Filers	'No
Entity Well-known Seasoned Issuer	'No
Document Fiscal Year Focus	'2014
Document Fiscal Period Focus	'Q2

MOUNT_KNOWLEDGE_HOLDINGS_INC_C

MOUNT KNOWLEDGE HOLDINGS, INC.- Condensed Balance Sheets (USD $)	Jun. 30, 2014		Dec. 31, 2013
Current Assets:	'		'
Cash	$8		$8
Total current assets	8		8
TOTAL ASSETS	8		8
Current liabilities:	'		'
Accounts payable and accrued liabilities, current	442,504		278,315
Notes payable	682,453		678,750
Derivative liability	979,229		923,967
Total current liabilities	2,104,186		1,881,032
Total Liabilities	2,104,186		1,881,032
Stockholders' deficit:	'		'
Preferred stock	3,315	[1]	3,315	[1]
Common stock	20,000	[2]	20,000	[2]
Additional paid-in capital	6,479,051		6,479,051
Accumulated other comprehensive loss	-20,788		-20,788
Deficit, prior to development stage	-11,735,422		-11,735,422
Retained earnings, development stage	3,149,667		3,372,821
Total stockholders' deficit	-2,104,178		-1,881,024
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$8		$8
[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, 8,888,888 issued and outstanding at June 30, 2014 and December 31, 2013.
[2]	$0.0001 par value, 200,000,000 shares authorized, 199,996,250 and 190,695,096 issued and outstanding at June 30, 2014 and December 31, 2013

Statement_of_Financial_Positio

Statement of Financial Position - Parenthetical (USD $)	Jun. 30, 2014	Dec. 31, 2013
Statement of Financial Position	'	'
Common Stock, Par Value	$0.00	$0.00
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares Issued	199,996,250	190,695,096
Common Stock, Shares Outstanding	199,996,250	190,695,096
Preferred Stock, Par Value	$0.00	$0.00
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock, Shares Issued	8,888,888	8,888,888
Preferred Stock, Shares Outstanding	8,888,888	8,888,888

MOUNT_KNOWLEDGE_HOLDINGS_INC_C1

MOUNT KNOWLEDGE HOLDINGS, INC. Consolidated Statements of Operations (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Statement	'	'	'	'
Sales revenue	'	'	'	'
Cost of goods sold	'	'	'	'
Gross profit	'	'	'	'
Operating Expenses:	'	'	'	'
General and administrative expenses	65,180	39,915	96,352	500,266
Total operating (income) expenses	65,180	39,915	96,352	500,266
Loss from operations	-65,180	-39,915	-96,352	-500,266
Interest expense	-34,473	-25,735	-71,541	-50,055
Change in fair value of derivative liability	84,082	3,403,417	-55,262	-1,155,029
Net income (loss)	-15,571	3,337,767	-223,155	-1,705,350
Comprehensive Income (loss)	'	'	'	'
Net income (loss)	($15,571)	$3,337,767	($223,155)	($1,705,350)
Per share information - basic and diluted:	'	'	'	'
Net income per common share- basic and diluted	$0	$0.01	$0	($0.01)
Weighted average number of common shares outstanding- basic and diluted	199,996,250	328,851,197	199,996,250	328,851,197

MOUNT_KNOWLEDGE_HOLDINGS_INC_C2

MOUNT KNOWLEDGE HOLDINGS, INC. Consolidated Statements of Cash Flows (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Operating Activities:	'	'
Net income (loss)	($223,155)	($1,705,350)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'
Promissory note for services	3,703	'
Shares issued for consulting service provided	'	437,941
Change in fair value of derivative	55,262	1,155,029
Changes in operating assets and liabilities:	'	'
Accounts payable and accrued liabilities, increase decrease	164,190	50,055
Net cash used in operating activities	'	-62,325
Investing Activities:	'	'
Collection of advances/loans to related party	'	2,500
Net cash used in investing activities	'	2,500
Financing Activities:	'	'
Proceeds from note payable	'	40,000
Proceeds from common share issuances	'	20,000
Proceeds from preferred share issuances	'	20,000
Net cash provided by financing activities	'	80,000
Effect of exchange rate changes on cash	'	'
Net Change in Cash	'	20,175
Cash, beginning of period	8	233
Cash, end of period	8	20,408
Supplemental Cash Flow Information:	'	'
Interest expense paid	'	'
Interest taxes paid	'	'

Note_1_Business_Basis_of_Prese

Note 1 - Business, Basis of Presentation and Significant Accounting Policies	6 Months Ended
	Jun. 30, 2014
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”) 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.
	At June 30, 2014 and December 31, 2013, 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 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, 2014. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2013.
	The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S, generally accepted accounting principles (“US GAAP”). In 2014 and 2013 the Company’s functional currency is the US dollar.
	Use of Estimates
	In preparing these unaudited condensed 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.
	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 June 30, 2014 and December 31, 2013, the Company had no 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.
	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.
	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 June 30 2014 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 change of $55,262 for the six months ended June 30, 2014. The fair value of the derivative liability was determined using the Black Scholes option pricing model, using the following data and assumptions:
			June 30,	30-Sep-13	31-Dec-13	31-Mar-14	30-Jun-14
			2013
	Quoted market price		$0.09	$0.04	$0.03	0.03	0.022
	Conversion price		$0.50	$0.50	$0.50	$0.50	$0.50
	Expected volatility		358%	258%	254%	308%	309%
	Expected dividends		$-	$-	$-	$-	$-
	Expected term		1.00 year	1.00 year	1.00 year	1.00 year	1.00 year
	Risk-free interest rate		0.15%	0.10%	0.12%	0.12%	0.11%
	As of June 30, 2014, the number of common shares that could be potentially issued to settle the conversion of the preferred stock is 17,458,067 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 June 30, 2014.
		Level 1		Level 2		Level 3		Total
	Assets
	None	$                 -		$                 -		$                    -		$                            -
	Liabilities
	Derivative Financial instruments  Convertible Preferred Stock	$                 -		$                 -		$                    -		$                            -
	Derivative Financial instruments - Warrants	$                 -		$                 -		$                    -		$                            -
	The following table summarizes the derivative liability included in the balance sheets to June 30, 2014:
	Balance at December 31, 2012			$2,594,068
	Change in derivative liability related to
	preferred stock conversion feature and 2011 warrants issued
				-1,670,101
	Balance at December 31, 2013			923,967
	Change in derivative liability related to			353,986
	preferred stock conversion feature and 2011 warrants issued
	Balance at June 30, 2014			$979,229
	Recently Issued Accounting Pronouncements
	In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended June 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

Note_2_Going_Concern

Note 2 - Going Concern	6 Months Ended
	Jun. 30, 2014
Notes	'
Note 2 - Going Concern	'
	Note 2 - Going Concern
	The accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has had no revenues and had a working capital deficit of $2,104,178 and accumulated deficit of $8,585,758 as of June 30, 2014. 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	6 Months Ended
	Jun. 30, 2014
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
	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.
	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.
	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.
	On March 18, 2014, Vukota Capital Management Inc. executed a Forbearance Agreement (the “Forbearance”) with the Company, in which the Lender agreed to extend the Forbearance Period until June 30, 2014. On March 18, 2014, Vukota Capital Management Inc. (“Lender”) executed a Forbearance Agreement (the “Forbearance”) with the Company, in which the Lender agreed to extend the Forbearance Period until June 30, 2014.
	(b) On October 31, 2013, the Company issued a promissory note for $88,750 regarding a trade payable to a creditor. The principal amount increased by $3,703 during the quarter ended March 31, 2014. The note matures on March 31, 2014, is unsecured and bears interest at 15% per annum.
	On April 10, 2014, the Company and the creditor executed a Forbearance Agreement to extend the maturity date until May 15, 2014. The Note is current past due and in default.

Note_4_Stockholders_Deficit

Note 4 - Stockholders' Deficit	6 Months Ended
	Jun. 30, 2014
Notes	'
Note 4 - Stockholders' Deficit	'
	Note 4 – Stockholders’ Deficit
	Authorized Shares
	As of June 30, 2014 and December 31, 2013, 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.
	Common Stock – Mount Knowledge Holdings Inc.
	Six months ended June 30, 2014
	There were no common stock transactions during the six months ended June 30, 2014.
	Twelve months ended December 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 $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.
	(c)  Vendor Settlements
	On March 15, 2013, the Company issued a total of 238,654shares 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 $0.02per share with 1 purchaser, for total proceeds of $20,000.
	(e) 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 $0.20per 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.
	Share Purchase Warrants
	Six months ended June 30, 2014
	The Company did not issue any share purchase warrants for the six months ended June 30, 2014.
	Year ended December 31, 2013
	The Company did not issue any share purchase warrants for the year ended December 31, 2013.
	A summary of the common stock warrant activity for the six months ended June 30, 2013 and for the year ended December 31, 2013 is as follows:
		Weighted Average Exercise Price
	Number
	Of
	Shares
	Balance at June 30, 2014	44,236,369	$	0.5
	Balance at December 31, 2013	44,236,369	$	0.5
	The range of exercise prices and the weighted average remaining life of the warrants outstanding at June 30, 2014 were $0.50 and from 2 to 2.97 years, respectively.

Note_5_Contingent_Liabilities_

Note 5 - Contingent Liabilities and Contractual Obligations	6 Months Ended
	Jun. 30, 2014
Notes	'
Note 5 - Contingent Liabilities and Contractual Obligations	'
	Note 5 – Contingent Liabilities and Contractual Obligations
	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.
	Due to unforeseen corporate changes with FM and its operations, the Company has decided to pursue other acquisition opportunities, and intends to formally withdraw from the contemplated transaction.
	On May 8, 2014, the Company executed a Marketing Affiliate agreement (the "MA Agreement") with Birch First Global Investments Inc. ("Birch First Global") for the further development, marketing and sales of the ECO learning technology (the "Technology") owned by Birch First Global as a result of a prior settlement with the Company on or about December 28, 2012 (the "Settlement Date").
	This MA Agreement was executed to set forth in a formal agreement the prior verbal understanding between the parties, which had been in place since the Settlement Date. The terms and conditions of the MA Agreement offers the Company the exclusive right to resell the Technology worldwide, subject to certain pricing and sales quotas, from the date of execution until December 31, 2014, with a renewal provision for one successive one year period thereafter, and other standard customary representations and warranties.

Note_1_Business_Basis_of_Prese1

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Organization (Policies)	6 Months Ended
	Jun. 30, 2014
Policies	'
Organization	'
	Organization
	Mount Knowledge Holdings, Inc. (“MKHD”, or the “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.
	At June 30, 2014 and December 31, 2013, 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)	6 Months Ended
	Jun. 30, 2014
Policies	'
Basis of Presentation	'
	Basis of Presentation
	These unaudited condensed 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, 2014. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2013.
	The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S, generally accepted accounting principles (“US GAAP”). In 2014 and 2013 the Company’s functional currency is the US dollar.

Note_1_Business_Basis_of_Prese3

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Use of Estimates (Policies)	6 Months Ended
	Jun. 30, 2014
Policies	'
Use of Estimates	'
	Use of Estimates
	In preparing these unaudited condensed 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.

Note_1_Business_Basis_of_Prese4

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Financial Instruments and Concentration of Risk (Policies)	6 Months Ended
	Jun. 30, 2014
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_Prese5

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Basic and Diluted Loss Per Share (Policies)	6 Months Ended
	Jun. 30, 2014
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 June 30, 2014 and December 31, 2013, the Company had no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.

Note_1_Business_Basis_of_Prese6

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Foreign Currency Translation (Policies)	6 Months Ended
	Jun. 30, 2014
Policies	'
Foreign Currency Translation	'
	Foreign Currency Translation
	Mount Knowledge Holdings, Inc.’s functional currency is the U.S. dollar.

Note_1_Business_Basis_of_Prese7

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Comprehensive Income (Policies)	6 Months Ended
	Jun. 30, 2014
Policies	'
Comprehensive Income	'
	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.

Note_1_Business_Basis_of_Prese8

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Share-based Payments (Policies)	6 Months Ended
	Jun. 30, 2014
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.

Note_1_Business_Basis_of_Prese9

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Related Parties (Policies)	6 Months Ended
	Jun. 30, 2014
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_Sheet1

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Derivative Liability (Policies)	6 Months Ended
	Jun. 30, 2014
Policies	'
Derivative Liability	'
	Derivative Liability
	Pursuant to ASC 815, “Derivatives and Hedging”, on June 30 2014 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 change of $55,262 for the six months ended June 30, 2014. The fair value of the derivative liability was determined using the Black Scholes option pricing model, using the following data and assumptions:
			June 30,	30-Sep-13	31-Dec-13	31-Mar-14	30-Jun-14
			2013
	Quoted market price		$0.09	$0.04	$0.03	0.03	0.022
	Conversion price		$0.50	$0.50	$0.50	$0.50	$0.50
	Expected volatility		358%	258%	254%	308%	309%
	Expected dividends		$-	$-	$-	$-	$-
	Expected term		1.00 year	1.00 year	1.00 year	1.00 year	1.00 year
	Risk-free interest rate		0.15%	0.10%	0.12%	0.12%	0.11%
	As of June 30, 2014, the number of common shares that could be potentially issued to settle the conversion of the preferred stock is 17,458,067 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 June 30, 2014.
		Level 1		Level 2		Level 3		Total
	Assets
	None	$                 -		$                 -		$                    -		$                            -
	Liabilities
	Derivative Financial instruments  Convertible Preferred Stock	$                 -		$                 -		$                    -		$                            -
	Derivative Financial instruments - Warrants	$                 -		$                 -		$                    -		$                            -
	The following table summarizes the derivative liability included in the balance sheets to June 30, 2014:
	Balance at December 31, 2012			$2,594,068
	Change in derivative liability related to
	preferred stock conversion feature and 2011 warrants issued
				-1,670,101
	Balance at December 31, 2013			923,967
	Change in derivative liability related to			353,986
	preferred stock conversion feature and 2011 warrants issued
	Balance at June 30, 2014			$979,229

Recovered_Sheet2

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies)	6 Months Ended
	Jun. 30, 2014
Policies	'
Recently Issued Accounting Pronouncements	'
	Recently Issued Accounting Pronouncements
	In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended June 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

Recovered_Sheet3

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Derivative Liability: Schedule of Derivative Instruments (Tables)	6 Months Ended
	Jun. 30, 2014
Tables/Schedules	'
Schedule of Derivative Instruments	'
		June 30,	30-Sep-13	31-Dec-13	31-Mar-14	30-Jun-14
		2013
	Quoted market price	$0.09	$0.04	$0.03	0.03	0.022
	Conversion price	$0.50	$0.50	$0.50	$0.50	$0.50
	Expected volatility	358%	258%	254%	308%	309%
	Expected dividends	$-	$-	$-	$-	$-
	Expected term	1.00 year	1.00 year	1.00 year	1.00 year	1.00 year
	Risk-free interest rate	0.15%	0.10%	0.12%	0.12%	0.11%

Recovered_Sheet4

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Derivative Liability: Schedule of Derivative Liabilities at Fair Value (Tables)	6 Months Ended
	Jun. 30, 2014
Tables/Schedules	'
Schedule of Derivative Liabilities at Fair Value	'
		Level 1	Level 2	Level 3	Total
	Assets
	None	$                 -	$                 -	$                    -	$                            -
	Liabilities
	Derivative Financial instruments  Convertible Preferred Stock	$                 -	$                 -	$                    -	$                            -
	Derivative Financial instruments - Warrants	$                 -	$                 -	$                    -	$                            -

Recovered_Sheet5

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Derivative Liability: Schedule of Derivative Liabilities Text Block (Tables)	6 Months Ended
	Jun. 30, 2014
Tables/Schedules	'
Schedule of Derivative Liabilities Text Block	'
	Balance at December 31, 2012	$2,594,068
	Change in derivative liability related to
	preferred stock conversion feature and 2011 warrants issued
		-1,670,101
	Balance at December 31, 2013	923,967
	Change in derivative liability related to	353,986
	preferred stock conversion feature and 2011 warrants issued
	Balance at June 30, 2014	$979,229

Note_4_Stockholders_Deficit_Sc

Note 4 - Stockholders' Deficit: Schedule of Stockholders Equity (Tables)	6 Months Ended
	Jun. 30, 2014
Tables/Schedules	'
Schedule of Stockholders Equity	'
		Weighted Average Exercise Price
	Number
	Of
	Shares
	Balance at June 30, 2014	44,236,369	$	0.5
	Balance at December 31, 2013	44,236,369	$	0.5

Recovered_Sheet6

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Derivative Liability: Schedule of Derivative Instruments (Details) (USD $)	3 Months Ended
	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013
Details	'	'	'	'	'
Quoted Market Price	$0.02	$0.03	$0.03	$0.04	$0.09
Conversion Price	$0.50	$0.50	$0.50	$0.50	$0.50
Fair Value Assumptions, Expected Volatility Rate	309.00%	308.00%	254.00%	258.00%	358.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	1	1	1	1	1
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	0.11%	0.12%	0.12%	0.10%	0.15%

Recovered_Sheet7

Note 1 - Business, Basis of Presentation and Significant Accounting Policies: Derivative Liability: Schedule of Derivative Liabilities Text Block (Details) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Details	'	'	'
Derivative Liability, Fair Value, Net	$979,229	$923,967	$2,594,068
Change in Derivative Liability	$353,986	($1,670,101)	'

Note_2_Going_Concern_Details

Note 2 - Going Concern (Details) (USD $)	Jun. 30, 2014
Details	'
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	$2,104,178
Retained Earnings (Accumulated Deficit)	$8,585,758

Note_3_Notes_Payable_Details

Note 3 - Notes Payable (Details) (USD $)	12 Months Ended			3 Months Ended
	Dec. 31, 2011	Jan. 11, 2012	30-May-13	Mar. 31, 2014	Oct. 31, 2013
	Lenders	Vukota Capital Management Inc.	Dalen Family Trust	Creditor	Creditor
Notes Issued 3	$450,000	'	'	'	'
Note Interest Rate	15.00%	'	'	15.00%	'
Conversion Price Per Share	$0.15	'	'	'	'
Notes Issued 2	'	$100,000	$40,000	'	$88,750

Note_4_Stockholders_Deficit_De

Note 4 - Stockholders' Deficit (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Jun. 30, 2014	Mar. 31, 2014	Jun. 18, 2013	Mar. 15, 2013	Mar. 15, 2013	Mar. 01, 2013	Dec. 14, 2012	Dec. 04, 2012	Oct. 04, 2012
						Mount Knowledge Holdings Inc.	Mount Knowledge Holdings Inc.	Mount Knowledge Holdings Inc.	Mount Knowledge Holdings Inc.	Mount Knowledge Holdings Inc.
Preferred Stock, Shares Authorized	100,000,000	100,000,000	'	'	'	'	'	'	'	'
Preferred Units, Authorized	'	'	50,000,000	'	'	'	'	'	'	'
Common Stock, Shares Authorized	200,000,000	200,000,000	'	'	'	'	'	'	'	'
Preferred Stock, Par Value	$0.00	$0.00	'	'	'	'	'	'	'	'
Common Stock, Shares Subscribed but Unissued	'	'	'	'	'	'	1,000,000	1,000,000	5,000,000	100,000
Common Stock, Par Value	$0.00	$0.00	'	'	$0.15	'	$0.02	$0.02	$0.02	$0.02
Proceeds from Issuance of Common Stock	$20,000	'	'	'	'	'	'	'	'	'
Restricted Common Stock	'	'	'	'	'	62,500	'	'	'	'
Grants Receivable	'	'	'	'	315,000	'	'	'	'	'
Common Stock, Shares Issued	190,695,096	199,996,250	'	'	238,654	'	'	'	'	'
Company Obligations	'	'	'	'	35,795	'	'	'	'	'
Total Proceeds	'	'	'	$20,000	'	'	'	$20,000	$100,000	$2,000
Preferred Stock Shares Sold	'	'	'	100,000	'	'	'	'	'	'
Sale of Stock, Price Per Share	'	'	'	$0.20	'	'	'	'	'	'

Note_4_Stockholders_Deficit_Sc1

Note 4 - Stockholders' Deficit: Schedule of Stockholders Equity (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Details	'	'
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	44,236,369	44,236,369
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$0.50	$0.50