UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from __________ to __________
MOUNT KNOWLEDGE HOLDINGS, INC.(Exact name of registrant as specified in its charter)
Nevada | 98-0534436 | |
(State or other jurisdiction of incorporation or | _____000-52664_______ | (I.R.S. Employer Identification No.) |
organization) | Commission File Number |
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39555 Orchard Hill Place, Suite 600 PMB 6096, Novi, Michigan 48375(Address of principal executive offices) (zip code)
(248) 893-4538(Registrant’s telephone number, including area code)
N/A (Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ X ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ X ]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock. As of August 22, 2011 there were 106,310,633 shares, par value $.0001, of common stock.
Explanatory Note
Mount Knowledge Holdings, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Company’s quarterly report on Form 10-Q for the period ended June 30, 2011 (the “Form 10-Q”), filed with the Securities and Exchange Commission on August 22, 2011 (the “Original Filing Date”), solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from the Company’s Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Schema |
| 101.CAL | XBRL Taxonomy Calculation Linkbase |
| 101.DEF | XBRL Taxonomy Definition Linkbase |
| 101.LAB | XBRL Taxonomy Label Linkbase |
| 101.PRE | XBRL Taxonomy Presentation Linkbase |
No other changes have been made to the Form 10-Q. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
Exhibit Number | Description |
10.1 * | Independent Contract Agreement with Birch First Advisors, LLC |
10.2 * | Warrant to Purchase Common Stock with Birch First Advisors, LLC |
10.3 * | Independent Contract Agreement with Practical Business Advisors, LLC |
10.4 * | Warrant to Purchase Common Stock with Practical Business Advisors, LLC |
10.5 * | Independent Contract Agreement with Simon G. Arnison |
10.6 * | Warrant to Purchase Common Stock with Simon G. Arnison |
10.9 * | Letter of Intent with C 2 Technologies, Inc. (incorporate by reference to Exhibit 10.1 of the Company’s Form 8-K dated June 27, 2011) |
31.1 * + | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule13a – 14(a) or Rule 15(d) – 14(a)). |
32.1 * + | Certification pursuant to to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS ** | XBRL Instance Document |
101.SCH ** | XBRL Taxonomy Schema |
101.CAL ** | XBRL Taxonomy Calculation Linkbase |
101.DEF ** | XBRL Taxonomy Definition Linkbase |
101.LAB ** | XBRL Taxonomy Label Linkbase |
101.PRE ** | XBRL Taxonomy Presentation Linkbase |
* Previously filed or furnished, as applicable, with or incorporated by reference in, the Company’s quarterly report on Form 10-Q for the period ended June 30, 2011 (the “Form 10-Q”), filed with the Securities and Exchange Commission on August 22, 2011.
** Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
+ In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MOUNT KNOWLEDGE HOLDINGS, INC.
By | /s/ Daniel A. Carr |
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| Daniel A. Carr |
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President, Treasurer, Chief Executive Officer and Chief Financial Officer | ||
(Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer) | ||
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Date: | August 2
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