| 39555 Orchard Hill Place, Suite 600 PMB 6096, Novi,
Michigan, 48375 |
| (Address of principal executive offices) |
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| 888-682-3038 |
| (Registrant's telephone number, including area code)
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| N/A |
| (Former name or former address if changed since the last
report) |
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| Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions: |
| |
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| [ ] Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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| [ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a -12) |
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| [ ] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
| |
| [ ] Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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On June 30, 2010, the Board of Directors of Mount Knowledge
Holdings, Inc, (the "Company") approved the execution of an extension of the
effective period of the Letter of Intent executed on April 26, 2010 (the
"Extension") by and between MOUNT KNOWLEDGE HOLDINGS, INC., a fully reporting
public Nevada corporation (the "Purchaser" or "MKHD") and MOUNT KNOWLEDGE USA,
INC. ("MTKUSA"), a privately-held Nevada corporation and its Shareholders (the
"Shareholders" and together with MTKUSA, collectively hereinafter referred to as
the "Sellers"). See our Current Report on Form 8-K filed with the Securities and
Exchange Commission on April 27, 2010 for a description of the Letter of Intent
executed on April 26, 2010.
All of the terms and conditions of the proposed transaction
shall be set forth in a definitive agreement (the "Stock Purchase and Share
Exchange Agreement") to be executed on or before August 31, 2010 (the "Extended
Period"), with a subsequent date of closing (the "Closing Date"), to be mutually
agreed upon by Sellers and Purchaser.
The Extension is required for MTKUSA to complete the ongoing
Regulation D Rule 506 Private Placement Memorandum (the "PPM") to raise a
maximum of $1,500,000 in equity capital in MTKUSA. Both Purchaser and Sellers
agree that MTKUSA shall be allowed to continue to raise capital via the PPM
until the Closing Date, at which time the Shareholders of record of MTKUSA at
such date would be acknowledged and included in the executed Stock Purchase and
Share Exchange Agreement.
The descriptions of the terms and conditions of the Letter of
Intent set forth herein do not purport to be complete and are qualified in their
entirety by reference to the full text of such Letter of Intent attached hereto
as Exhibit 10.1 and incorporated herein by reference.