| 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
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| [ ] Written communication pursuant to Rule 425 under the
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| [ ] Pre-commencement communications pursuant to Rule
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| [ ] 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 28, 2010, our Board of Directors of Mount Knowledge
Holdings, Inc, (the "Company’) approved the execution of an amended non-binding
letter of intent (the "Letter of Intent"), attached hereto as Exhibit 10.1, with
The Language Key Training Ltd, a British Virgin Islands Corporation ("The
Language Key Training Ltd" or the "Sellers") to purchase from the Sellers on or
before the closing date, to be mutually agreed to by the Company and Sellers
(the "Closing Date"), shares of common stock in a newly formed corporation
domiciled in Hong Kong, Language Key Asia ("Language Key Asia"), consisting of
approximately ninety-five (95%) percent or more of the common and preferred
stock ownership of Language Key Asia. This amended Letter of Intent, when
executed by both parties, shall supersede any and all of the terms and
conditions set forth in the previously executed Letter of Intent on or about May
6, 2010, as disclosed on our Current Report on Form 8-K filed May 7, 2010.
All of the terms and conditions of the proposed transaction
shall be set forth in a definitive agreement (the "Definitive Agreement") to be
executed on or before July 31, 2010, with a subsequent date of closing (the
"Closing Date"), to be mutually agreed to by Sellers and Purchaser.
The purpose of Language Key Asia is to own and hold any and
all of the issued and outstanding shares of common and preferred stock,
including any warrants, options, and/or other securities of The Language Key
China, Ltd, a Hong Kong Corporation ("LK Training Asia") and its wholly-owned
subsidiary in China, The Language Key China Ltd., a China Corporation (the
"China Subsidiary") and The Language Key Training, Ltd., a Hong Kong
Corporation, currently an independent corporation owned by the Seller which is
to be acquired as a wholly-owned subsidiary of the LK Training Asia in this
proposed transaction (the "HK Subsidiary"), collectively referred to as (the "LK
Entities"). The proposed transaction would make all the LK Entities our
wholly-owned and operated subsidiaries.
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.