NOVI, Mich., Jan. 12, 2011 (GLOBE NEWSWIRE) -- Mount Knowledge Holdings, Inc. ("Company") (OTCBB:MKHD), an educational software development, sales and training company offering proprietary learning products and training services worldwide, today announced it has acquired a majority of the outstanding shares of common stock of Mount Knowledge USA, Inc., a Nevada corporation ("MTKUSA") from Birch First Advisors, LLC, a limited liability company ("Birch") owned by Birch First Trust, an affiliate of the Company.
"For the past 15 months, MTKUSA has, separately from the Company, operated its sales and marketing efforts in North America and Asia under certain licensing arrangements, stated Daniel A. Carr, President and CEO of Mount Knowledge Holdings, Inc. "With the recent purchase of the Intellectual Property of the Mount Knowledge products and services, the acquisition of 49% ownership interest of Mount Knowledge Technologies, Inc., and 100% ownership of Language Key Asia Ltd, we felt the time was right for the Company to also acquire the controlling interest in MTKUSA in order to consolidate our global operations and to strengthen the Company's financial position."
An initial agreement between the Company and MTKUSA was executed on April 26, 2010 for the acquisition of all of the equity securities of MTKUSA by the Company. That initial agreement was amended on several occasions to extend the anticipated closing date to December 31, 2010. However, the Company and MTKUSA were unable to complete that proposed acquisition by such date. Instead, the parties agreed that the Company would acquire Birch's ownership interest in MTKUSA on December 31, 2010.
As part of the transaction, the Company acquired 11,166,690 shares of MTKUSA common stock and 8,888,888 shares of MTKUSA Series A Convertible Preferred Stock previously owned by Birch. In exchange, the Company issued 11,166,690 shares of its common stock and agreed to issue 8,888,888 shares of its to-be designated Series A Convertible Preferred Stock.
As a result of the transactions contemplated by the Agreement, the Company owns approximately 54.3% of the outstanding shares of MTKUSA's common stock and all of the outstanding shares of MTKUSA's Series A Preferred Stock. Birch owns a total of 18,591,690 shares of the Company's common stock and will own all of the shares of the Company's Series A Preferred Stock upon issuance. Birch also holds previously issued warrants to purchase 2,000,000 shares of the Company's common stock.
About Mount Knowledge USA, Inc.
Mount Knowledge, USA, Inc. is a privately-held Nevada corporation formed in September 2009. The Company was founded as a marketing and sales company by Erwin Sniedzins, the Chairman of the Company's board of directors and the founder and author of the Mount Knowledge™ learning products. The primary mission of MTKUSA is to market, sell and distribute a proprietary Real Time Self Learning System software application referred to as the Knowledge Generator™ product, domestically and internationally to a variety of customers, including individuals, schools, government agencies, and corporations.
About Mount Knowledge Holdings Inc.
Mount Knowledge Holdings, Inc. (OTCBB:MKHD) is an educational software development, sales and training company offering innovative and proprietary "real-time self learning" software products and teaching services for both corporate and direct consumer markets worldwide. The Company's technology is based on an interactive and visual learning system referred to as "Syntality™" which is integrated into a core application known as the "Knowledge Generator™." The Company is offering its products and services in China to students from grade school to university and members of the Chinese workforce seeking to increase their English fluency.
Forward-Looking Safe Harbor Statement:
This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. By their nature, forward-looking statements and forecasts involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the near future. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future. We caution readers that any forward-looking statements are not guarantees of future performance and that actual results could differ materially from those contained or implied in the forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the acquisition described herein, the designation and issuance of the Series A Convertible Preferred Stock to Birch, future financial and operating results, the combined company's plans, objectives, expectations and intentions and other statements that are not historical facts. In some cases, you may identify forward-looking statements by words such as "may," "should," "plan," "intend," "potential," "continue," "believe," "expect," "predict," "anticipate" and "estimate," the negative of these words or other comparable words. These statements are only predictions. One should not place undue reliance on these forward-looking statements. The forward-looking statements are qualified by their terms and/or important factors, many of which are outside the Company's control, involve a number of risks, uncertainties and other factors that could cause actual results and events to differ materially from the statements made. The forward-looking statements are based on the Company's beliefs, assumptions and expectations about the Company's future performance and the future performance of MTKUSA and its subsidiaries, taking into account information currently available to the Company. These beliefs, assumptions and expectations can change as a result of many possible events or factors, including those events and factors described in "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended October 31, 2009 filed with the SEC, not all of which are known to the Company. The Company will update this forward-looking information only to the extent required under applicable securities laws. Neither the Company nor any other person assumes responsibility for the accuracy or completeness of these forward-looking statements.
For a discussion of these risks and uncertainties, please see our filings with the Securities and Exchange Commission. Our public filings with the Commission are available from commercial document retrieval services and at the website maintained by the Commission at www.sec.gov/" target="_top" rel="nofollow">http://www.sec.gov.